Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36384 | |
Entity Registrant Name | MAGNITE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8881738 | |
Entity Address, Address Line One | 1250 Broadway, | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 243-2769 | |
Title of 12(b) Security | Common stock, par value $0.00001 per share | |
Trading Symbol | MGNI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 133,384,717 | |
Entity Central Index Key | 0001595974 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 253,552 | $ 230,401 |
Accounts receivable, net | 804,350 | 927,781 |
Prepaid expenses and other current assets | 21,363 | 19,934 |
TOTAL CURRENT ASSETS | 1,079,265 | 1,178,116 |
Property and equipment, net | 45,489 | 34,067 |
Right-of-use lease asset | 74,409 | 76,986 |
Internal use software development costs, net | 23,051 | 20,093 |
Intangible assets, net | 322,547 | 426,615 |
Goodwill | 978,217 | 969,873 |
Other assets, non-current | 6,106 | 6,862 |
TOTAL ASSETS | 2,529,084 | 2,712,612 |
Current liabilities: | ||
Accounts payable and accrued expenses | 890,071 | 1,000,956 |
Lease liabilities, current | 19,452 | 19,142 |
Debt, current | 3,600 | 3,600 |
Other current liabilities | 5,885 | 5,697 |
TOTAL CURRENT LIABILITIES | 919,008 | 1,029,395 |
Debt, non-current, net of debt issuance costs | 722,077 | 720,023 |
Deferred tax liability, net | 11,506 | 13,303 |
Lease liabilities, non-current | 64,288 | 66,487 |
Other liabilities, non-current | 1,703 | 2,647 |
TOTAL LIABILITIES | 1,718,582 | 1,831,855 |
Commitments and contingencies (Note 12) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at September 30, 2022 and December 31, 2021; 0 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at September 30, 2022 and December 31, 2021; 133,349 and 132,553 shares issued at September 30, 2022 and December 31, 2021, respectively, and 133,349 and 132,204 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 1,304,182 | 1,282,589 |
Accumulated other comprehensive loss | (5,293) | (1,376) |
Treasury stock at cost, 0 and 349 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 0 | (6,007) |
Accumulated deficit | (488,389) | (394,451) |
TOTAL STOCKHOLDERS' EQUITY | 810,502 | 880,757 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,529,084 | $ 2,712,612 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (in shares) | 133,349,000 | 132,553,000 |
Common stock, shares, outstanding (in shares) | 133,349,000 | 132,204,000 |
Treasury stock, common (in shares) | 0 | 349,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 145,815 | $ 131,871 | $ 401,670 | $ 307,127 |
Expenses: | ||||
Cost of revenue | 71,753 | 63,541 | 196,150 | 134,823 |
Sales and marketing | 49,848 | 52,260 | 151,675 | 118,122 |
Technology and development | 25,134 | 21,059 | 71,214 | 53,436 |
General and administrative | 20,235 | 16,535 | 59,405 | 47,673 |
Merger, acquisition, and restructuring costs | 0 | 2,424 | 7,468 | 37,778 |
Total expenses | 166,970 | 155,819 | 485,912 | 391,832 |
Loss from operations | (21,155) | (23,948) | (84,242) | (84,705) |
Other (income) expense: | ||||
Interest expense, net | 7,016 | 7,280 | 21,273 | 12,595 |
Other income | (1,369) | (955) | (3,991) | (3,317) |
Foreign exchange gain, net | (1,976) | (1,246) | (5,042) | (1,358) |
Total other expense, net | 3,671 | 5,079 | 12,240 | 7,920 |
Loss before income taxes | (24,826) | (29,027) | (96,482) | (92,625) |
Benefit for income taxes | (435) | (4,708) | (2,544) | (92,237) |
Net loss | $ (24,391) | $ (24,319) | $ (93,938) | $ (388) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.18) | $ (0.18) | $ (0.71) | $ 0 |
Diluted (in dollars per share) | $ (0.18) | $ (0.18) | $ (0.71) | $ 0 |
Weighted average shares used to compute net loss per share: | ||||
Basic (in shares) | 133,144 | 131,501 | 132,611 | 124,325 |
Diluted (in shares) | 133,144 | 131,501 | 132,611 | 124,325 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (24,391) | $ (24,319) | $ (93,938) | $ (388) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (1,972) | (525) | (3,917) | (469) |
Other comprehensive loss | (1,972) | (525) | (3,917) | (469) |
Comprehensive loss | $ (26,363) | $ (24,844) | $ (97,855) | $ (857) |
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, 2020 | 114,029 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 381,613 | $ 2 | $ 777,084 | $ (957) | $ (394,516) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 733 | |||||
Exercise of common stock options | 5,785 | 5,785 | ||||
Issuance of common stock related to RSU vesting (in shares) | 1,351 | |||||
Stock-based compensation | 7,108 | 7,108 | ||||
Capped call options | (38,960) | (38,960) | ||||
Other comprehensive loss | (313) | (313) | ||||
Net loss | (12,877) | (12,877) | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 0 | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 116,113 | |||||
Ending Balance at Mar. 31, 2021 | 342,356 | $ 2 | 751,017 | (1,270) | (407,393) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2020 | 114,029 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | ||||||
Beginning Balance at Dec. 31, 2020 | 381,613 | $ 2 | 777,084 | (957) | (394,516) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive loss | (469) | |||||
Net loss | (388) | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 131,789 | |||||
Ending Balance at Sep. 30, 2021 | 876,765 | $ 2 | 1,273,093 | (1,426) | (394,904) | $ 0 |
Beginning Balance (in shares) at Mar. 31, 2021 | 116,113 | |||||
Beginning Balance (in shares) at Mar. 31, 2021 | 0 | |||||
Beginning Balance at Mar. 31, 2021 | 342,356 | $ 2 | 751,017 | (1,270) | (407,393) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 384 | |||||
Exercise of common stock options | 1,480 | 1,480 | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 121 | |||||
Issuance of common stock related to employee stock purchase plan | 1,154 | 1,154 | ||||
Issuance of common stock related to RSU vesting (in shares) | 2,208 | |||||
Issuance of common stock associated with the SpotX Acquisition (in shares) | 12,374 | |||||
Issuance of common stock associated with the SpotX Acquisition | 495,591 | 495,591 | ||||
Stock-based compensation | 9,928 | 9,928 | ||||
Other comprehensive loss | 369 | |||||
Net loss | 36,808 | 36,808 | ||||
Ending Balance (in shares) at Jun. 30, 2021 | 0 | |||||
Ending Balance (in shares) at Jun. 30, 2021 | 131,200 | |||||
Ending Balance at Jun. 30, 2021 | 887,686 | $ 2 | 1,259,170 | (901) | (370,585) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 275 | |||||
Exercise of common stock options | 1,482 | 1,482 | ||||
Issuance of common stock related to RSU vesting (in shares) | 314 | |||||
Stock-based compensation | 12,441 | 12,441 | ||||
Other comprehensive loss | (525) | |||||
Net loss | (24,319) | (24,319) | ||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 131,789 | |||||
Ending Balance at Sep. 30, 2021 | $ 876,765 | $ 2 | 1,273,093 | (1,426) | (394,904) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2021 | 132,204 | 132,553 | ||||
Beginning Balance (in shares) at Dec. 31, 2021 | 349 | 349 | ||||
Beginning Balance at Dec. 31, 2021 | $ 880,757 | $ 2 | 1,282,589 | (1,376) | (394,451) | $ (6,007) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 311 | |||||
Exercise of common stock options | 1,107 | 1,107 | ||||
Issuance of common stock related to RSU vesting (in shares) | 783 | |||||
Shares withheld related to net share settlement (in shares) | (315) | |||||
Shares withheld related to net share settlement | (4,260) | (4,260) | ||||
Purchase of treasury stock (in shares) | (931) | |||||
Purchase of treasury stock | (12,138) | $ (12,138) | ||||
Retirement of common stock (in shares) | (1,280) | 1,280 | ||||
Retirement of common stock | 0 | (18,145) | $ 18,145 | |||
Stock-based compensation | 16,927 | 16,927 | ||||
Other comprehensive loss | 110 | 110 | ||||
Net loss | (44,593) | (44,593) | ||||
Ending Balance (in shares) at Mar. 31, 2022 | 0 | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 132,052 | |||||
Ending Balance at Mar. 31, 2022 | $ 837,910 | $ 2 | 1,278,218 | (1,266) | (439,044) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2021 | 132,204 | 132,553 | ||||
Beginning Balance (in shares) at Dec. 31, 2021 | 349 | 349 | ||||
Beginning Balance at Dec. 31, 2021 | $ 880,757 | $ 2 | 1,282,589 | (1,376) | (394,451) | $ (6,007) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive loss | (3,917) | |||||
Net loss | $ (93,938) | |||||
Ending Balance (in shares) at Sep. 30, 2022 | 0 | 0 | ||||
Ending Balance (in shares) at Sep. 30, 2022 | 133,349 | 133,349 | ||||
Ending Balance at Sep. 30, 2022 | $ 810,502 | $ 2 | 1,304,182 | (5,293) | (488,389) | $ 0 |
Beginning Balance (in shares) at Mar. 31, 2022 | 132,052 | |||||
Beginning Balance (in shares) at Mar. 31, 2022 | 0 | |||||
Beginning Balance at Mar. 31, 2022 | 837,910 | $ 2 | 1,278,218 | (1,266) | (439,044) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 164 | |||||
Exercise of common stock options | 501 | 501 | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 238 | |||||
Issuance of common stock related to employee stock purchase plan | 2,141 | 2,141 | ||||
Issuance of common stock related to RSU vesting (in shares) | 1,165 | |||||
Shares withheld related to net share settlement (in shares) | (462) | |||||
Shares withheld related to net share settlement | (5,198) | (5,198) | ||||
Purchase of treasury stock (in shares) | (312) | |||||
Purchase of treasury stock | (3,525) | $ (3,525) | ||||
Retirement of common stock (in shares) | (312) | 312 | ||||
Retirement of common stock | 0 | (3,525) | $ 3,525 | |||
Stock-based compensation | 16,559 | $ 0 | 16,559 | |||
Other comprehensive loss | (2,055) | 0 | (2,055) | |||
Net loss | (24,954) | (24,954) | ||||
Ending Balance (in shares) at Jun. 30, 2022 | 0 | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 132,845 | |||||
Ending Balance at Jun. 30, 2022 | 821,379 | $ 2 | 1,288,696 | (3,321) | (463,998) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 39 | |||||
Exercise of common stock options | 163 | 163 | ||||
Issuance of common stock related to RSU vesting (in shares) | 722 | |||||
Shares withheld related to net share settlement (in shares) | (257) | |||||
Shares withheld related to net share settlement | (2,401) | (2,401) | ||||
Stock-based compensation | 17,724 | 17,724 | ||||
Other comprehensive loss | (1,972) | (1,972) | ||||
Net loss | $ (24,391) | (24,391) | ||||
Ending Balance (in shares) at Sep. 30, 2022 | 0 | 0 | ||||
Ending Balance (in shares) at Sep. 30, 2022 | 133,349 | 133,349 | ||||
Ending Balance at Sep. 30, 2022 | $ 810,502 | $ 2 | $ 1,304,182 | $ (5,293) | $ (488,389) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (93,938) | $ (388) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 138,641 | 97,084 |
Stock-based compensation | 50,193 | 28,521 |
Impairment of intangible assets | 3,320 | 0 |
(Gain) loss on disposal of property and equipment | (59) | 78 |
Provision for doubtful accounts | (357) | 217 |
Amortization of debt discount and issuance costs | 5,092 | 3,223 |
Non-cash lease expense | 1,340 | 1,825 |
Deferred income taxes | (1,626) | (91,540) |
Unrealized foreign currency gains, net | (5,231) | (2,578) |
Changes in operating assets and liabilities, net of effect of business acquisitions: | ||
Accounts receivable | 125,268 | (92,131) |
Prepaid expenses and other assets | (1,751) | (297) |
Accounts payable and accrued expenses | (116,575) | 113,795 |
Other liabilities | (472) | 191 |
Net cash provided by operating activities | 103,845 | 58,000 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (18,004) | (13,985) |
Capitalized internal use software development costs | (11,177) | (8,525) |
Mergers and acquisitions, net of cash acquired | (20,755) | (653,060) |
Net cash used in investing activities | (49,936) | (675,570) |
FINANCING ACTIVITIES: | ||
Proceeds from Convertible Senior Notes offering | 0 | 400,000 |
Proceeds from issuance of debt, net of debt discount | 0 | 349,200 |
Payment for capped call options | 0 | (38,960) |
Payment for debt issuance costs | 0 | (30,378) |
Proceeds from exercise of stock options | 1,771 | 8,747 |
Proceeds from issuance of common stock under employee stock purchase plan | 2,141 | 1,154 |
Repayment of debt | (2,700) | (900) |
Repayment of financing lease | (602) | 0 |
Purchase of treasury stock | (15,663) | 0 |
Taxes paid related to net share settlement | (11,859) | 0 |
Payment of indemnification claims holdback | (1,409) | 0 |
Net cash (used in) provided by financing activities | (28,321) | 688,863 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (2,484) | (591) |
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 23,104 | 70,702 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 230,693 | 117,731 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 253,797 | 188,433 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 253,552 | 188,182 |
Restricted cash included in prepaid expenses and other current assets | 245 | 0 |
Restricted cash included in other assets, non-current | 0 | 251 |
Total cash, cash equivalents and restricted cash | 253,797 | 188,433 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 4,356 | 1,221 |
Cash paid for interest | 18,624 | 7,671 |
Capitalized assets financed by accounts payable and accrued expenses | 10,195 | 1,513 |
Capitalized stock-based compensation | 1,017 | 956 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 11,542 | 22,651 |
Purchase consideration - indemnification claims holdback | 2,293 | 1,409 |
Common stock and options issued for mergers and acquisitions | 0 | 495,591 |
Debt discount, non-cash | $ 0 | $ 10,800 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Company Overview Magnite, Inc. ("Magnite" or the "Company"), formerly known as The Rubicon Project, Inc., was formed in Delaware and began operations on April 20, 2007. On April 1, 2020, Magnite completed a stock-for-stock merger with Telaria, Inc. ("Telaria" and such merger the "Telaria Merger"), a leading sell-side advertising platform and provider of connected television ("CTV") technology. On April 30, 2021, the Company completed its acquisition of SpotX, Inc. ("SpotX" and such acquisition the "SpotX Acquisition"), a leading CTV and video advertising platform. On July 1, 2021, the Company completed its acquisition of SpringServe, LLC ("SpringServe" and such acquisition the "SpringServe Acquisition"), a leading ad serving platform for CTV. Magnite has its principal offices in New York City, Los Angeles, Denver, London, and Sydney, and additional offices in Europe, Asia, North America, and South America. The Company provides a technology solution to automate the purchase and sale of digital advertising inventory for buyers and sellers globally, across all channels, formats and auction types. The Company’s platform features applications and services for sellers of digital advertising inventory, or publishers, that own or operate websites, applications, CTV channels, and other digital media properties, to manage and monetize their inventory; applications and services for buyers, including advertisers, agencies, agency trading desks, and demand side platforms, to buy digital advertising inventory; and a transparent, independent marketplace that brings buyers and sellers together and facilitates intelligent decision making and automated transaction execution at scale. The Company's clients include many of the world's leading sellers and buyers of digital advertising inventory. Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2022, or for any future year. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its 2021 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its Annual Report on Form 10-K. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty as a result of the COVID-19 pandemic, geopolitical events, including the conflict in Ukraine, and economic and macroeconomic factors like labor shortages, supply chain disruptions, inflation, and recessionary concerns impacting the markets and communities in which the Company's clients operate, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the nine months ended September 30, 2022, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates. Recently Adopted Accounting Standards In July 2021, the FASB issued Update No. 2021-05, Leases (Topic 842)— Lessors – Certain Leases with Variable Lease Payments ("ASU 2021-05"). ASU 2021-05 requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if specified criteria are met. The Company adopted ASU 2021-05 on January 1, 2022 on a prospective basis, which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. ASU 2021-08 is effective for the Company beginning in the first quarter of 2023. ASU 2021-08 should be applied prospectively for acquisitions occurring on or after the effective date of the amendments. Early adoption of the proposed amendments would be permitted, including adoption in an interim period. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. The Company does not believe there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | Net Loss Per Share The following table presents the basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands, except per share data) Basic and Diluted Loss Per Share: Net loss $ (24,391) $ (24,319) $ (93,938) $ (388) Weighted-average common shares outstanding 133,144 131,501 132,611 124,325 Weighted-average common shares outstanding used to compute net loss per share 133,144 131,501 132,611 124,325 Basic and diluted loss per share $ (0.18) $ (0.18) $ (0.71) $ — The following weighted-average shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Options to purchase common stock 1,280 4,116 1,985 4,712 Unvested restricted stock units 903 4,253 1,600 5,876 Unvested performance stock units 54 195 113 196 ESPP shares 49 11 23 49 Convertible Senior Notes 6,262 6,262 6,262 4,499 Total shares excluded from net loss per share 8,548 14,837 9,983 15,332 For the three and nine months ended September 30, 2022 and September 30, 2021, the Company excluded outstanding performance stock units (as described in Note 9) from the calculation of diluted net loss per share because they were anti-dilutive. As of September 30, 2022, the performance stock units granted during April 2020, April 2021, August 2021, and February 2022 had expected achievement levels of 53%, 0%, 0%, and 0%, respectively. As of September 30, 2021, the performance stock units granted during April 2020, April 2021, and August 2021 had expected achievement levels of 150%, 0%, and 0% respectively. Refer to Note 9—"Stock-Based Compensation" for additional information related to performance stock units. For the three and nine months ended September 30, 2022 and September 30, 2021, shares that would be issuable assuming conversion of all of the Convertible Senior Notes (as defined in Note 13) were excluded from the calculation of diluted loss per share because they were anti-dilutive. Diluted earnings per share for the Convertible Senior Notes is calculated under the if-converted method in accordance with ASC 260, Earnings Per Share . The Convertible Senior Notes have an initial conversion rate of 15.6539 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which will be subject to anti- |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue For the majority of transactions on the Company's platform, the Company reports revenue on a net basis as it does not act as the principal in the purchase and sale of digital advertising inventory because it does not have control of the digital advertising inventory and does not set prices agreed upon within the auction marketplace. For certain advertising campaigns that are transacted through insertion orders, the Company reports revenue on a gross basis, based primarily on its determination that the Company acts as the primary obligor in the delivery of advertising campaigns for buyers with respect to such transactions. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The following table presents our revenue recognized on a net basis and on a gross basis for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands, except percentages) Revenue: Net basis $ 116,999 80 % $ 105,866 80 % $ 330,015 82 % $ 258,236 84 % Gross basis 28,816 20 26,005 20 71,655 18 48,891 16 Total $ 145,815 100 % $ 131,871 100 % $ 401,670 100 % $ 307,127 100 % The following table presents our revenue by channel for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands, except percentages) Channel: CTV $ 71,604 49 % $ 57,885 44 % $ 187,619 47 % $ 115,040 38 % Desktop 28,217 19 30,573 23 83,940 21 80,166 26 Mobile 45,994 32 43,413 33 130,111 32 111,921 36 Total $ 145,815 100 % $ 131,871 100 % $ 401,670 100 % $ 307,127 100 % The following table presents the Company's revenue disaggregated by geographic location, based on the location of the Company's sellers for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) United States $ 113,851 $ 104,633 $ 310,870 $ 237,844 International 31,964 27,238 90,800 69,283 Total $ 145,815 $ 131,871 $ 401,670 $ 307,127 Payment terms are specified in agreements between the Company and the buyers and sellers on its platform. The Company generally bills buyers at the end of each month for the full purchase price of impressions filled in that month. The Company recognizes volume discounts as a reduction of revenue as they are incurred. Specific payment terms may vary by agreement, but are generally seventy-five days or less. The Company's accounts receivable are recorded at the amount of gross billings to buyers, net of allowances for the amounts the Company is responsible to collect. The Company's accounts payable related to amounts due to sellers are recorded at the net amount payable to sellers (see Note 5). Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed quarterly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company reviews the status of the then-outstanding accounts receivable on a customer-by- customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivable is presented net of an allowance for doubtful accounts of $0.8 million at September 30, 2022, and $3.5 million at December 31, 2021. Accounts receivable are written off against the allowance for doubtful accounts when the Company determines amounts are no longer collectible. The Company reviews the associated payable to sellers for recovery of buyer receivable allowance and write-offs; in some cases, the Company can reduce the payable to sellers. The reduction of seller payables related to recovery of uncollected buyer receivables is netted against allowance expense. The contra seller payables related to recoveries were $0.3 million and $2.1 million as of September 30, 2022 and December 31, 2021, respectively. The following is a summary of activity in the allowance for doubtful accounts for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Allowance for doubtful accounts, beginning balance $ 871 $ 3,279 $ 3,475 $ 2,360 Allowance for doubtful accounts, merger and acquisition-assumed — 425 — 835 Write-offs (518) (14) (527) (35) Increase (decrease) in provision for expected credit losses 455 342 (2,227) 852 Recoveries of previous write-offs — — 87 20 Allowance for doubtful accounts, ending balance $ 808 $ 4,032 $ 808 $ 4,032 During the three and nine months ended September 30, 2022, the provision for expected credit losses associated with accounts receivable increased by $0.5 million and decreased by $2.2 million, respectively, offset by increases of contra seller payables related to recoveries of uncollected buyer receivables of $0.1 million and decreases of $1.9 million, respectively, which resulted in $0.3 million of bad debt expense and $0.4 million of bad debt recoveries, respectively. During the three and nine months ended September 30, 2021, the provision for expected credit losses associated with accounts receivable increased by $0.3 million and $0.9 million, respectively, and was offset by decreases of contra seller payables related to recoveries of uncollected buyer receivables of an immaterial amount and $0.6 million, respectively, which resulted in $0.4 million and $0.2 million, respectively, of bad debt recoveries. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 208,172 $ 208,172 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2021: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 7,869 $ 7,869 $ — $ — At September 30, 2022 and December 31, 2021, cash equivalents of $208.2 million and $7.9 million, respectively, consisted of money market funds and commercial paper, with original maturities of three months or less. The carrying amounts of cash equivalents are classified as Level 1 or Level 2 depending on whether or not their fair values are based on quoted market prices for identical securities that are traded in an active market. At September 30, 2022 and December 31, 2021, the Company had Convertible Senior Notes and its Term Loan B Facility (as defined in Note 13) included in its balance sheets. The estimated fair value of the Company's Convertible Senior Notes was $304.1 million and $315.5 million as of September 30, 2022 and December 31, 2021, respectively. The estimated fair value of Convertible Senior Notes is based on market rates and the closing trading price of the Convertible Senior Notes as of September 30, 2022 and December 31, 2021 and is classified as Level 2 in the fair value hierarchy. At September 30, 2022, the estimated fair value of the Company's Term Loan B Facility was $343.1 million and at December 31, 2021, the estimated fair value of the Company's Term Loan B Facility approximated the carrying value. The estimated fair value is based on borrowing rates currently available to the Company for financing with similar terms and is classified as Level 2 in the fair value hierarchy. There were no transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 30, 2022 and 2021. |
Other Balance Sheet Amounts
Other Balance Sheet Amounts | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Amounts | Other Balance Sheet Amounts Accounts payable and accrued expenses included the following: September 30, 2022 December 31, 2021 (in thousands) Accounts payable—seller $ 845,460 $ 971,220 Accounts payable—trade 27,255 11,904 Accrued employee-related payables 14,870 16,230 Accrued holdback - indemnification claims 2,486 1,602 Total $ 890,071 $ 1,000,956 Restricted cash was $0.2 million and $0.3 million at September 30, 2022 and December 31, 2021, respectively, which was included within prepaid expenses and other current assets and other assets, non-current. |
Goodwill, Intangible Assets, an
Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements | Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing ArrangementsThe Company's goodwill balance as of September 30, 2022 and December 31, 2021 was $978.2 million and $969.9 million, respectively. The increase during the nine months ended September 30, 2022 was primarily a result of the Carbon Acquisition (see Note 7). The Company’s intangible assets as of September 30, 2022 and December 31, 2021 included the following: September 30, 2022 December 31, 2021 (in thousands) Amortizable intangible assets: Developed technology $ 390,136 $ 378,958 Customer relationships 136,000 173,950 In-process research and development 12,730 14,630 Non-compete agreements 900 2,270 Trademarks 900 1,400 Total identifiable intangible assets, gross 540,666 571,208 Accumulated amortization—intangible assets: Developed technology (131,493) (75,850) Customer relationships (82,648) (65,702) In-process research and development (3,154) (1,250) Non-compete agreements (449) (1,197) Trademarks (375) (594) Total accumulated amortization—intangible assets (218,119) (144,593) Total identifiable intangible assets, net $ 322,547 $ 426,615 Amortization of intangible assets for the three months ended September 30, 2022 and 2021 was $38.1 million and $42.2 million, respectively, and $115.3 million and $79.3 million for the nine months ended September 30, 2022 and 2021, respectively. During the first quarter of 2022, the Company abandoned certain in-process research and development projects and technology intangible assets. The abandonment resulted in $3.3 million of impairment costs in the nine months ended September 30, 2022, which was included within merger, acquisition, and restructuring costs in the condensed consolidated statement of operations. The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of September 30, 2022: Fiscal Year Amount (in thousands) Remaining 2022 $ 34,369 2023 104,924 2024 87,294 2025 70,834 2026 24,695 Thereafter 431 Total $ 322,547 The Company capitalizes costs related to arrangements for infrastructure as a service, platform as a service, and software as a service. As of September 30, 2022, $0.8 million of capitalized costs associated with these arrangements was included within prepaid expenses and other current assets and $0.7 million was included within other assets, non-current. As of December 31, 2021, $0.5 million of capitalized costs associated with these arrangements was included within prepaid expenses and other current assets and $0.7 million was included within other assets, non-current. The amortization of these agreements was immaterial for the three and nine months ended September 30, 2022 and 2021. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations 2021 Acquisition—SpotX On April 30, 2021, the Company completed the SpotX Acquisition, pursuant to a Stock Purchase Agreement, dated as of February 4, 2021 (the "Purchase Agreement"), by and between the Company and RTL US Holdings, Inc. ("RTL"). The initial purchase price for the SpotX Acquisition was $560 million in cash ("Cash Consideration") and 14,000,000 shares of the Company's common stock. Per the terms of the Purchase Agreement, at the completion of the Company’s offering of its Convertible Senior Notes, RTL elected to increase the Cash Consideration by an amount equal to 20% of the gross proceeds of the Convertible Senior Notes (which amount was equal to $80 million) and to reduce the number of shares of common stock it would otherwise receive by a number of shares of common stock equal to 20% of the gross proceeds of the proposed offering of notes ($80 million) divided by the closing price of a share of our common stock on the trading day immediately prior to the date of pricing of the proposed offering of notes ($49.21). As a result of this election, the adjusted purchase price was $1.1 billion, prior to customary working capital adjustments and other adjustments, consisting of $640.0 million in cash plus 12,374,315 shares of common stock (based on the fair value of the Company's common stock on April 30, 2021). The Cash Consideration was subject to customary working capital and other adjustments. The working capital was approximately $65.2 million, including cash balances acquired and other working capital adjustments, resulting in a total purchase price of $1.2 billion. The Company financed the Cash Consideration through borrowings under the Term Loan B Facility and the Convertible Senior Notes (Note 13). In accordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies. For purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed, the Company has applied the guidance in ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. The following table summarizes the total purchase consideration (in thousands): Cash Consideration $ 640,000 Stock Consideration (Fair Value of Shares of Magnite common stock) 495,591 Working capital adjustment 65,152 Total purchase consideration $ 1,200,743 The purchase consideration for the SpotX Acquisition included 12,374,315 shares of the Company's common stock with a fair value of approximately $495.6 million, based on the close price of the Company's common stock at closing on April 30, 2021, which was $40.05 per share, and working capital adjustment of $65.2 million, mainly consisting of cash balances acquired on the date of the SpotX Acquisition and other opening balance sheet adjustments. During the three months ended March 31, 2022, the Company adjusted the preliminary purchase price allocation for SpotX based on updated fair values associated with the acquired assets and liabilities. Adjustments impacted acquisition related accounts payable and tax accruals. The Company finalized the purchase price allocation of SpotX in the second quarter of 2022, resulting in no additional changes to the purchase price allocation. The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpotX Acquisition as set forth below (in thousands): Cash $ 81,967 Restricted cash 199 Accounts receivable 199,649 Prepaid and other assets, current 12,308 Fixed assets 6,823 Intangible assets 429,600 Right-of-use lease asset 10,055 Goodwill 782,719 Total assets to be acquired 1,523,320 Accounts payable and accrued expenses 205,822 Other current liabilities 1,091 Lease liabilities 12,625 Deferred tax liability, net 103,039 Total liabilities to be assumed 322,577 Total purchase price $ 1,200,743 The Company believes the amount of goodwill resulting from the purchase price allocation is primarily attributable to expected synergies from the assembled workforce, an increase in development capabilities, increased offerings to customers, and enhanced opportunities for growth and innovation. Goodwill will not be amortized but instead will be tested for impairment at least annually or more frequently if certain indicators of impairment are present. In the event that goodwill has become impaired, the Company will record an expense for the amount impaired during the quarter in which the determination is made. The acquired intangibles and goodwill resulting from the SpotX Acquisition are not amortizable for tax purposes. The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpotX Acquisition (dollars in thousands): Estimated Useful Life Technology $ 280,400 5 years Customer relationships 130,300 2 to 4 years Backlog 11,100 <1 year In-process research and development 5,800 3 years* Non-compete agreements 1,500 1 year Trademarks 500 <1 year Total intangible assets acquired $ 429,600 * In-process research and development consists of six projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use. The fair value of the acquired technology and in-process research and development was valued using the Excess Earnings Method. This methodology included allocating future revenue projections to the existing technologies and applying decay rates and appropriate discount rates that reflect the respective intangible asset's relative risk profile when compared to other intangible assets as well as the discount rate for the overall business. The Company used the Loss‐of‐Revenue and Income Method in its valuation of the existing customer relationships and non-compete agreements. To the extent that future cash flows of the business would be negatively affected in the absence of these relationships and non-compete agreements, they would be deemed to have economic value. This method attempts to quantify the scenario whereby the owner loses the right to the intangible asset and the resulting losses of revenue and income. Under this analysis, the value of the cash flows with the intangible asset is compared to the value of the cash flows without the intangible asset and the difference represents the value of the intangible asset. This methodology included applying a discount rate and the expected timing it would take to further enhance customer relationships. The fair value of the backlog was based on the Excess Earnings Method, taking into consideration the existing contracts as of the date of the SpotX Acquisition and the respective cost to complete the servicing of the existing agreements. The resulting stream of after tax earnings were discounted to present value by applying an appropriate discount rate for the asset. The discount rate was selected based on the intangible asset’s relative risk profile when compared to the other intangible assets as well as the discount rate for the overall business. The fair value of the trademarks was based on the Income Approach, specifically the Relief‐from‐Royalty Method. Under this method, data is obtained regarding actual royalty payments made for similar intangible assets. After the appropriate royalty rate is determined, the reasonable royalty savings is then discounted to its present value over the remaining technological, economic, or legal life of the intangible asset. Intangible assets are generally amortized on a straight-line basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives. Amortization of developed technology is included in cost of revenues and the amortization of customer relationships, backlog, non-compete agreements, and trademarks is included in sales and marketing expenses in the condensed consolidated statements of operations. Once the projects associated with acquired in-process research and development are completed, amortization will be included in cost of revenues in the condensed consolidated statements of operations. The acquired intangible assets and goodwill resulting from the SpotX Acquisition are not tax deductible. As part of the SpotX Acquisition, deferred tax liabilities were established. As a result of the deferred tax liability balance created by the acquisition, the Company reduced its deferred tax asset ("DTA") valuation allowance by $56.2 million for the year ended December 31, 2021. Such reduction was recognized as an income tax benefit in the post-acquisition consolidated statements of operations for the year ended December 31, 2021. 2021 Acquisition—SpringServe On July 1, 2021, the Company, through its wholly-owned subsidiary, SpotX, completed the SpringServe Acquisition. As a result of the SpringServe Acquisition, SpringServe became a wholly-owned subsidiary of SpotX, and a wholly-owned indirect subsidiary of the Company. The following table summarizes the total purchase consideration (in thousands): Cash Consideration $ 31,136 SpotX initial cash investment in SpringServe 2,075 Fair value appreciation of SpotX purchase right 7,450 Indemnification claims - holdback 1,409 Total purchase consideration $ 42,070 In 2020, SpotX made a minority investment of $2.1 million in SpringServe in conjunction with a strategic partnership agreement between the two companies, which included an option agreement to purchase SpringServe. At the time of Magnite's acquisition of SpotX, the fair value of SpotX's minority investment and purchase right were valued at a combined $7.5 million for a total minority investment and purchase right of $9.5 million. In connection with the SpringServe Acquisition, $1.4 million of the purchase price was held back to cover possible indemnification claims. In accordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies. For purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed, the Company has applied the guidance in ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. The Company finalized the purchase price allocation of SpringServe in the third quarter of 2022, resulting in no additional changes to the purchase price allocation and the full payment of the $1.4 million holdback liability. The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpringServe Acquisition as set forth below (in thousands): Cash $ 1,062 Accounts receivable 3,234 Prepaid and other assets, current 157 Fixed assets 25 Intangible assets 23,400 Right-of-use lease asset 1,879 Goodwill 24,156 Total assets to be acquired 53,913 Accounts payable and accrued expenses 2,475 Other current liabilities 35 Lease liabilities 3,179 Deferred tax liability, net 6,154 Total liabilities to be assumed 11,843 Total preliminary purchase price $ 42,070 The Company believes the amount of goodwill resulting from the purchase price allocation is primarily attributable to expected synergies from the assembled workforce, an increase in development capabilities, increased offerings to customers, and enhanced opportunities for growth and innovation. Goodwill will not be amortized but instead will be tested for impairment at least annually or more frequently if certain indicators of impairment are present. In the event that goodwill has become impaired, the Company will record an expense for the amount impaired during the quarter in which the determination is made. The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpringServe Acquisition (dollars in thousands): Estimated Useful Life Technology $ 15,500 5 years Customer relationships 5,700 2 years Trademarks and Trade Names 900 3 years In-process research and development 800 3 years* Non-compete agreements 500 2 years Total intangible assets acquired $ 23,400 * In-process research and development consists of two projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use. The fair value of the acquired technology and in-process research and development was valued using the Excess Earnings Method. This methodology included allocating future revenue projections to the existing technologies and applying decay rates and appropriate discount rates that reflect the respective intangible asset's relative risk profile when compared to other intangible assets as well as considering the risk associated with the overall business. At the acquisition date, SpringServe had existing customer relationships. To the extent that future cash flows of the business would be negatively affected in the absence of these relationships, they would be deemed to have economic value. In addition, certain employees of SpringServe signed two year non-compete agreements. The Company used the Loss‐of‐Revenue and Income Method in its valuation of the existing customer relationships and non-compete agreements. This method attempts to quantify the scenario whereby the owner loses the right to the intangible asset and the resulting losses of revenue and income. Under this analysis, the value of the cash flows with the intangible asset is compared to the value of the cash flows without the intangible asset and the difference represents the value of the intangible asset. This methodology included applying a discount rate and the expected timing it would take to further enhance customer relationships. The fair value of the trademarks and trade names were based on the Income Approach, specifically the Relief‐from‐Royalty Method. Under this method, data is obtained regarding actual royalty payments made for similar intangible assets. After the appropriate royalty rate is determined, the reasonable royalty savings is then discounted to its present value over the remaining technological, economic, or legal life of the intangible asset. Intangible assets are generally amortized on a straight-line basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives. Amortization of developed technology is included in cost of revenues and the amortization of customer relationships, non-compete agreements, and trademarks is included in sales and marketing expenses in the condensed consolidated statements of operations. Once the projects associated with acquired in-process research and development are completed, amortization will be included in cost of revenues in the condensed consolidated statements of operations. The acquired intangibles and goodwill resulting from the SpringServe Acquisition are not tax deductible. As part of the SpringServe Acquisition, deferred tax liabilities were established. As a result of this and the SpotX deferred tax liability balance, the Company recognized an income tax benefit in the post-acquisition consolidated statements of operations for the year ended December 31, 2021. 2021 Acquisition—Nth Party The Company completed the acquisition of Nth Party, Ltd. ("Nth Party"), a developer of cryptographic software for secure audience data sharing and analysis, in December 2021 for a total purchase price of $9.0 million in cash. The Company acquired Nth Party as part of its strategy to further invest in the development and enhancement of industry leading identity and audience solutions. The allocation of purchase consideration resulted in approximately $5.4 million of developed technology intangible assets with an estimated useful life of 5 years, approximately $0.2 million non-compete intangible assets with an estimated useful life of 2 years, approximately $1.3 million of deferred tax liability, and goodwill of approximately $4.8 million, which is attributable to the workforce of Nth Party and revenue growth from the acquisition. Acquired intangibles and goodwill resulting from the Nth Party acquisition are not deductible for income tax purposes. Unaudited Pro Forma Information The following table provides unaudited pro forma information as if the SpotX and SpringServe Acquisitions had been acquired by the Company as of January 1, 2020. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, and transaction expenses as if the SpotX and SpringServe Acquisitions occurred on January 1, 2020. The pro forma results do not include any anticipated cost synergies or other effects of the combined companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the SpotX and SpringServe Acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. The table below excludes Nth Party as its impact on pro forma results were immaterial. Nine Months Ended September 30, 2021 (in thousands) Pro Forma Revenue $ 379,180 Pro Forma Net Loss $ (88,187) 2022 Acquisition—Carbon The Company completed the acquisition of the business of Carbon (AI) Limited ("Carbon" and such acquisition the "Carbon Acquisition"), a platform that enables publishers to measure, manage, and monetize audience segments, in February 2022 for a total purchase price of $23.1 million in cash. Approximately $2.3 million of the purchase price was held back to cover possible indemnification claims, which is expected to be paid in cash one year after the acquisition. The Company acquired Carbon as part of its strategy to further invest in the development and enhancement of industry leading identity and audience solutions. The allocation of purchase consideration resulted in an estimated $14.2 million of developed technology intangible assets with an estimated useful life of 5 years, $0.2 million non-compete intangible assets with an estimated useful life of 2 years, $0.2 million of customer relationships with an estimated useful life of 0.5 years, and goodwill of $8.5 million, which is attributable to the workforce of Carbon and revenue growth from the acquisition. For tax purposes, the Carbon Acquisition was treated as an asset acquisition. The acquisition of identified intangibles results in tax deductible amortization pursuant to IRC Section 197. Acquisition related costs associated with the Carbon Acquisition included in the "Merger, acquisition, and restructuring costs" in the Company's condensed consolidated statements of operations during the three and nine months ended September 30, 2022 were immaterial. In addition, Carbon's post-acquisition revenue and operating results on a standalone basis were immaterial. |
Merger, Acquisition, and Restru
Merger, Acquisition, and Restructuring Costs | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Merger, Acquisition, and Restructuring Costs | Merger, Acquisition, and Restructuring CostsMerger, acquisition, and restructuring costs consist primarily of professional services fees and employee termination costs, including stock-based compensation charges, associated with the Telaria Merger, the SpotX Acquisition, and restructuring activities. The following table summarizes merger, acquisition, and restructuring cost activity (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) Professional services (investment banking advisory, legal and other professional services) $ 1,064 $ 917 $ 28,032 Personnel related (severance and one-time termination benefit costs) 1,312 1,227 6,176 Non-cash stock-based compensation (double-trigger acceleration and severance) 48 2,004 1,070 Impairment costs of abandoned technology — 3,320 — Loss contracts (lease related) — — 2,500 Total merger, acquisition, and restructuring costs $ 2,424 $ 7,468 $ 37,778 During the three and nine months ended September 30, 2022 and 2021, the Company incurred costs of zero and $7.5 million, respectively, and $2.4 million and $37.8 million, respectively, primarily related to restructuring expenses and costs associated with the acquisitions of SpotX and SpringServe. Accrued restructuring costs related to mergers and acquisitions were $1.4 million and $2.7 million at September 30, 2022 and December 31, 2021, respectively, and were primarily related to the SpotX Acquisition, the SpringServe Acquisition, and the Telaria Merger. Accrued restructuring costs associated with personnel costs are included within accounts payable and accrued expenses and accruals related to the assumed loss contracts are included within other current liabilities and other liabilities, non-current on the Company's condensed consolidated balance sheets. (in thousands) Accrued restructuring costs at December 31, 2021 $ 2,742 Restructuring costs, personnel related and non-cash stock-based compensation 3,231 Restructuring costs, impairments 3,320 Cash paid for restructuring costs (2,571) Non-cash impairments (3,320) Non-cash stock-based compensation (2,004) Accrued restructuring costs at September 30, 2022 $ 1,398 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In connection with its IPO, the Company implemented its 2014 Equity Incentive Plan, which governs equity awards made to employees and directors of the Company since the IPO. Prior to the IPO, the Company granted equity awards under its 2007 Stock Incentive Plan, which governs equity awards made to employees and contractors prior to the IPO. In November 2014, the Company approved the 2014 Inducement Grant Equity Incentive Plan (the "Inducement Plan"), which governs certain equity awards made to certain employees in connection with commencement of employment. In connection with the Company's acquisitions of Chango Inc. ("Chango"), iSocket, Inc. ("iSocket"), and nToggle, Inc. ("nToggle") it assumed the existing employee equity award plans, the 2009 Chango Stock Option Plan (the "Chango Plan"), the iSocket 2009 Equity Incentive Plan (the "iSocket Plan"), and the nToggle 2014 Equity Incentive Plan (the "nToggle Plan"). In connection with the Merger with Telaria, the Company assumed Telaria's 2013 Equity Incentive Plan, as amended (the "Telaria Plan"); the 2008 Stock Plan, as amended (the "2008 Stock Plan"); and the ScanScout, Inc. 2009 Equity Incentive Plan, as amended (the "ScanScout Plan"). All compensatory equity awards outstanding at September 30, 2022 were issued pursuant to the 2014 Equity Incentive Plan, the nToggle Plan, the Telaria Plan, the 2008 Stock Plan, the Inducement Plan, or the Company's 2007 Stock Incentive Plan. The Company’s equity incentive plans provide for the grant of equity awards, including non-statutory or incentive stock options, restricted stock awards ("RSAs"), restricted stock units that vest based on continuous service ("RSUs"), and restricted stock units that include performance criteria (“performance stock units” or "PSUs"), to the Company's employees, officers, directors, and consultants. The Company's board of directors administers the plans. Options vest based upon continued service at varying rates, but generally over four years from issuance with 25% vesting after one year of service and the remainder vesting monthly thereafter. RSAs and RSUs vest at varying rates, typically approximately 25% vesting after approximately one year of service and the remainder vesting annually, semi-annually, or quarterly thereafter. The restricted stock units granted in 2022 included 0.4 million awards that vest 50% on each of the first and second anniversaries of the grant date. Options, RSAs, and RSUs granted under the plans accelerate under certain circumstances for certain participants upon a change in control, as defined in the governing plan. No further awards were granted under the iSocket Plan, the Chango Plan, or the nToggle Plan from the date of acquisition and no further awards were granted under the 2007 Stock Incentive Plan since the IPO. Available shares under the nToggle Plan and the Telaria Plan were rolled into the available share pool under the 2014 Equity Incentive Plan at the time of acquisition of each company, and available shares under the 2007 Stock Incentive Plan were rolled into the available share pool under the 2014 Equity Incentive Plan at the time of the IPO. An aggregate of 14,322,384 shares remained available for future grants at September 30, 2022 under the plans. The 2014 Equity Incentive Plan has an evergreen provision pursuant to which the share reserve will automatically increase on January 1 st of each year in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31 st of the preceding calendar year, although the Company’s board of directors may provide for a lesser increase, or no increase, in any year. The 2014 Inducement Grant Equity Incentive Plan has a provision pursuant to which the share reserve may be increased at the discretion of the Company's board of directors. Stock Options A summary of stock option activity for the nine months ended September 30, 2022 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2021 5,129 $ 7.25 Granted 699 $ 13.90 Exercised (514) $ 3.45 Expired (391) $ 5.72 Forfeited (123) $ 12.27 Outstanding at September 30, 2022 4,800 $ 8.62 5.7 years $ 6,100 Exercisable at September 30, 2022 3,583 $ 6.87 4.8 years $ 5,556 The total intrinsic value of options exercised during the nine months ended September 30, 2022 was $4.6 million. At September 30, 2022, the Company had unrecognized employee stock-based compensation expense relating to nonvested stock options of approximately $9.4 million, which is expected to be recognized over a weighted-average period of 2.5 years. Total fair value of options vested during the nine months ended September 30, 2022 was $4.4 million. The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The grant date fair value of options granted during the nine months ended September 30, 2022 was $8.93 per share. The weighted-average input assumptions used by the Company were as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Expected term (in years) N/A 5.0 5.0 5.0 Risk-free interest rate N/A 0.90 % 1.63 % 0.88 % Expected volatility N/A 79 % 79 % 79 % Dividend yield N/A — % — % — % Restricted Stock Units A summary of restricted stock unit activity for the nine months ended September 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Restricted stock units outstanding at December 31, 2021 6,634 $ 18.39 Granted 7,368 $ 13.43 Canceled (1,362) $ 15.71 Vested and released (2,670) $ 15.83 Restricted stock units outstanding at September 30, 2022 9,970 $ 15.78 Restricted stock units outstanding and unvested* 9,952 * $ 15.79 *At September 30, 2022, outstanding restricted stock units included 18,436 units that were vested but deferred. The weighted-average grant date fair value per share of restricted stock units granted during the nine months ended September 30, 2022 was $13.43. The aggregate fair value of restricted stock units that vested during the nine months ended September 30, 2022 was $30.3 million. At September 30, 2022, the intrinsic value of unvested restricted stock units was $65.4 million. At September 30, 2022, the Company had unrecognized stock-based compensation expense relating to unvested restricted stock units of approximately $135.1 million, which is expected to be recognized over a weighted-average period of 2.8 years. Performance Stock Units In April 2020, April 2021, and February 2022, the Company granted the Company's CEO 146,341, 26,291, and 86,806 performance stock units that vest based on share price metrics tied to total shareholder return over a three-year period with a fair value of $0.9 million, $1.4 million, and $1.5 million, respectively. The grant date fair value per share of these grants was $6.15, $52.49, and $17.28, respectively, which was estimated using a Monte-Carlo lattice model. At September 30, 2022, the Company had unrecognized employee stock-based compensation expense for the April 2020, April 2021, and February 2022 grants of approximately $0.2 million, $0.7 million, and $1.2 million, which is expected to be recognized over the remaining 0.5 years, 1.5 years, and 2.3 years, respectively. Between 0% and 150% of the performance stock units will vest on the third anniversary of its grant date. In August 2021, the Company granted the Company's CEO 379,635 performance stock units, which are subject to both time-based and performance-based vesting conditions. The performance stock units consist of three equal tranches (each, a "Performance Tranche"), based on achievement of a share price condition if the Company achieves share price targets of $60.00, $80.00, and $100.00, respectively, over 60 consecutive trading days during a performance period commencing on August 26, 2022 and ending on August 26, 2026. To the extent any of the performance-based requirements are met, the Company's CEO must also provide continued service to the Company through at least August 26, 2024 to receive any shares of common stock underlying the grant and through August 26, 2026 to receive all of the shares of common stock underlying the performance units that have satisfied the applicable performance-based requirement. The fair value of each of the Performance Tranches was $3.0 million, $2.8 million, and $2.6 million, respectively, and have a grant date fair value per share of restricted stock of $23.94, $21.93, and $20.30, respectively, which was estimated using a Monte-Carlo lattice model. At September 30, 2022, the Company had unrecognized employee stock-based compensation expense of approximately $1.9 million, $2.0 million, and $2.0 million, which is expected to be recognized over the remaining 1.9 years, 2.9 years, and 3.9 years, respectively. Between 0% and 100% of the performance stock units will vest on each of the tranche dates. During the three months ended September 30, 2022 and 2021, the Company recognized $0.9 million and $0.4 million, respectively, of stock-based compensation related to these performance stock units. During the nine months ended September 30, 2022 and 2021, the Company recognized $2.6 million and $0.7 million, respectively, of stock-based compensation related to these performance stock units. Stock-based compensation expense for these awards is based on a performance measurement of 100%. The compensation expense will not be reversed if the performance metrics are not met. Employee Stock Purchase Plan In November 2013, the Company adopted the Company's 2014 Employee Stock Purchase Plan ("ESPP"). The ESPP is designed to enable eligible employees to periodically purchase shares of the Company's common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. At the end of each six-month offering period, employees are able to purchase shares at a price per share equal to 85% of the lower of the fair market value of the Company's common stock on the first trading day of the offering period or on the last trading day of the offering period. Offering periods generally commence and end in May and November of each year. As of September 30, 2022, the Company has reserved 4,018,635 shares of its common stock for issuance under the ESPP. The ESPP has an evergreen provision pursuant to which the share reserve will automatically increase on January 1st of each year in an amount equal to 1% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year, although the Company’s board of directors may provide for a lesser increase, or no increase, in any year. Stock-Based Compensation Expense Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Cost of revenue $ 424 $ 278 $ 1,191 $ 530 Sales and marketing 5,491 4,583 16,257 10,426 Technology and development 6,576 3,828 16,645 8,195 General and administrative 4,911 3,087 14,096 8,299 Merger, acquisition, and restructuring costs — 48 2,004 1,071 Total stock-based compensation expense $ 17,402 $ 11,824 $ 50,193 $ 28,521 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income. The Company's annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, deductible stock option expenses, nondeductible executive compensation, and changes in the Company's valuation allowance. The Company recorded an income tax benefit of $0.4 million and $4.7 million for the three months ended September 30, 2022 and 2021, respectively, and an income tax benefit of $2.5 million and $92.2 million for the nine months ended September 30, 2022 and 2021, respectively. The tax benefit for the three and nine months ended September 30, 2022 is primarily the result of recognizing the benefit of DTAs previously subject to the domestic valuation allowance and the foreign income tax provision. The tax benefit for the three and nine months ended September 30, 2021 was primarily the result of the deferred tax liability associated with acquisitions that occurred during the year and the tax liability associated with foreign subsidiaries. The net deferred tax liabilities recorded in connection with the prior year acquisitions and our current year taxable income provided additional sources of taxable income to support the realizability of pre-existing DTAs. The Company continues to maintain a partial valuation allowance for the domestic DTAs. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the “IRA”) into law. The IRA includes a new corporate alternative minimum tax (the “Corporate AMT”) of 15% on the adjusted financial statement income (the “AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period. The Corporate AMT is effective for tax years beginning after December 31, 2022 and is not expected to impact the Company. Additionally, the IRA imposes an excise tax of 1% on the fair market value of net stock repurchases made after December 31, 2022. The impact of this latter provision to the Company will be dependent upon the extent of share repurchases made in future periods. Due to uncertainty as to the realization of benefits from the Company's domestic and certain international DTAs, including net operating loss carryforwards and research and development tax credits, the Company has a partial valuation allowance reserved against such assets. The Company intends to continue to maintain a partial valuation allowance on the DTAs until there is sufficient evidence to support the reversal of all or some additional portion of these allowances. Due to the net operating loss carryforwards, all of the Company's United States federal and a majority of its state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception. The 2017 U.S. Income Tax Return for Telaria, Inc. was under examination by the IRS, which was closed during the period ended June 30, 2021 with no change to tax as reported. For the Netherlands and the United Kingdom, all tax years remain open for examination by the local country tax authorities, for France only 2018 forward are open for examination, for Singapore 2017 and forward are open for examination, for Australia, Brazil, Canada, Germany, Italy, New Zealand, and Malaysia 2016 and forward are open for examination, and for Japan 2014 and forward remain open for examination. Pursuant to Section 382 of the Internal Revenue Code, the Company and Telaria, Inc. both underwent ownership changes for tax purposes (i.e. a more than 50% change in stock ownership in aggregated 5% shareholders) on April 1, 2020 due to the Telaria Merger. As a result, the use of our total domestic NOL carryforwards and tax credits generated prior to the ownership change will be subject to annual use limitations under Section 382 and Section 383 of the Code and comparable state income tax laws. The Company believes that the ownership change will not impact our ability to utilize substantially all of our NOLs and state research and development carryforward tax credits to the extent it will generate taxable income that can be offset by such losses. The Company reasonably expects its pre-2021 federal research and development carryforward tax credits will not be recovered prior to expiration. There was no material change to the Company's unrecognized tax benefits in the nine months ended September 30, 2022 and the Company does not expect to have any material changes to unrecognized tax benefits through the end of the fiscal year. |
Lease Obligations
Lease Obligations | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lease Obligations | Lease Obligations For the three months ended September 30, 2022 and 2021, the Company recognized $5.9 million and $4.9 million, respectively, and $17.0 million and $15.7 million during the nine months ended September 30, 2022 and 2021, respectively, of lease expense under ASC 842, which included operating lease expenses associated with leases included in the lease liability and right of use ("ROU") asset on the condensed consolidated balance sheets. For short-term leases not included in the Company's ROU asset and lease liability balances, the Company recognized $0.3 million and $0.4 million during the three months ended September 30, 2022 and 2021, respectively, and $0.9 million and $1.0 million during the nine months ended September 30, 2022 and 2021, respectively, of lease expense. In addition, the Company recognized $15.1 million and $9.9 million during the three months ended September 30, 2022 and 2021, respectively, and $39.3 million and $24.6 million during the nine months ended September 30, 2022 and 2021, respectively, of variable and cloud-based services expense related to data centers that are not included in the ROU asset or lease liability balances. The Company also received rental income of $1.3 million and $1.0 million for real estate leases for which it subleases the property to third parties during the three months ended September 30, 2022 and 2021, respectively, and $3.9 million and $3.3 million during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, a weighted average discount rate of 5.83% has been applied to the remaining lease payments to calculate the lease liabilities included within the condensed consolidated balance sheet. The lease terms of the Company’s operating leases generally range from one year to ten years, and the weighted average remaining lease term of leases included in the lease liability is 5.9 years as of September 30, 2022. The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of September 30, 2022 (in thousands): Fiscal Year Remaining 2022 $ 6,183 2023 22,676 2024 19,806 2025 12,057 2026 9,976 Thereafter 28,164 Total lease payments (undiscounted) 98,862 Less: imputed interest (15,122) Lease liabilities—total (discounted) $ 83,740 In addition to the lease liabilities included in these condensed consolidated financial statements at September 30, 2022, during the nine months ended September 30, 2022, the Company entered into agreements for office space and data centers that have not commenced as of September 30, 2022; therefore, they are not included in the lease liability on the balance sheet as of September 30, 2022. The Company has future commitments totaling $6.8 million with a weighted average term of 3.2 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021, the Company had $5.3 million and $5.1 million, respectively, of letters of credit associated with office leases available for borrowing, of which there were no outstanding borrowings as of either date. In the normal course of business, the Company enters into non-cancelable contractual obligations with various parties, primarily related to software services agreements and data center providers that are not included in the Company's lease liability obligations and ROU assets. As of September 30, 2022, the Company's outstanding non-cancelable contractual obligations with a remaining term of one year or longer consist of the following (in thousands): Fiscal Year Remaining 2022 $ 808 2023 7,509 2024 5,478 2025 1,177 Total $ 14,972 Additionally, as of September 30, 2022, the Company has an agreement for third-party cloud-managed services containing commitments that are variable in nature. Under this agreement, the Company has a non-cancelable minimum spend commitment from July 2023 to June 2025 based on actual spend, as defined in the agreement, with the third-party provider from July 2022 to June 2023. The estimated non-cancelable minimum obligation for July 2023 to June 2025 is $21 million based on spend in the three months ended September 30, 2022. Per the agreement, the commitment from July 2023 to June 2025 will generally increase as the amount of spend during the period from July 2022 to June 2023 increases. Because the Company expects to continue to spend under this agreement through June 2023, the Company also expects that the minimum future commitment will increase as a result of the higher level of spend. Guarantees and Indemnification The Company’s agreements with sellers, buyers, and other third parties typically obligate the Company to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally, these indemnity and defense obligations relate to the Company’s own business operations, obligations, and acts or omissions. However, under some circumstances, the Company agrees to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. For example, because the Company’s business interposes the Company between buyers and sellers in various ways, buyers often require the Company to indemnify them against acts and omissions of sellers, and sellers often require the Company to indemnify them against acts and omissions of buyers. In addition, the Company’s agreements with sellers, buyers, and other third parties typically include provisions limiting the Company’s liability to the counterparty, and the counterparty’s liability to the Company. These limits sometimes do not apply to certain liabilities, including indemnity obligations. These indemnity and limitation of liability provisions generally survive termination or expiration of the agreements in which they appear. The Company has also entered into indemnification agreements with its directors, executive officers, and certain other officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No material demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements. Litigation The Company and its subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to their business activities and to the Company’s status as a public company. Such matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of the Company’s business, regulatory investigations or enforcement proceedings, and claims by persons whose employment has been terminated. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, management is unable to ascertain the ultimate aggregate amount of monetary liability, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of September 30, 2022. However, based on management’s knowledge as of September 30, 2022, management believes that the final resolution of these matters known at such date, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows. Employment Contracts |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long term debt as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 (in thousands) Convertible Senior Notes $ 400,000 $ 400,000 Less: Unamortized debt issuance cost (7,927) (9,643) Net 392,073 390,357 Term Loan B Facility 355,500 358,200 Less: Unamortized discount and debt issuance cost (21,896) (24,934) Net 333,604 333,266 Less: Current portion (3,600) (3,600) Total non-current debt $ 722,077 $ 720,023 Maturities of the principal amount of the Company's long-term debt as of September 30, 2022 are as follows (in thousands): Fiscal Year Remaining 2022 $ 900 2023 3,600 2024 3,600 2025 3,600 2026 403,600 Thereafter 340,200 Total $ 755,500 Amortization of the debt issuance cost and the discount associated with our indebtedness totaled $1.6 million and $4.8 million for the three and nine months ended September 30, 2022, respectively, and $1.6 million and $2.9 million for the three and nine months ended September 30, 2021, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. In addition, amortization of deferred financing costs was $0.1 million and $0.3 million for the three and nine months ended September 30, 2022, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2021, respectively. Deferred financing costs are included within prepaid expenses and other current assets and other assets, non-current assets. Convertible Senior Notes and Capped Call Transactions In March 2021, the Company issued $400.0 million aggregate principal amount of 0.25% convertible senior notes in a private placement, including $50.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the "Convertible Senior Notes"). The Convertible Senior Notes will mature on March 15, 2026, unless earlier repurchased, redeemed or converted. The total net proceeds from the offering, after deducting debt issuance costs, paid by the Company, were approximately $388.6 million. The Company used approximately $39.0 million of the net proceeds from the offering to pay for the Capped Call Transactions (as described below). The Convertible Senior Notes are senior, unsecured obligations and are (i) equal in right of payment with the existing and future senior, unsecured indebtedness; (ii) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the Convertible Senior Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including amounts outstanding under our Loan Agreement or our new Credit Agreement (see section below); and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of the Company’s subsidiaries that do not guarantee the Convertible Senior Notes. The Convertible Senior Notes accrue interest at 0.25% per annum payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Convertible Senior Notes will mature on March 15, 2026 unless they are redeemed, repurchased or converted prior to such date. The Convertible Senior Notes are convertible at the option of holders only during certain periods and upon satisfaction of certain conditions. Holders have the right to convert their notes (or any portion of a note in an authorized denomination), in the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (iv) if the Company calls such Convertible Senior Notes for redemption; and (v) on or after September 15, 2025, until the close of business on the second scheduled trading day immediately before the maturity date, holders of the Convertible Senior Notes may, at their option, convert all or a portion of their Convertible Senior Notes regardless of the foregoing conditions at any time from, and including, September 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Convertible Senior Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the Company’s common stock, at the Company’s election. All conversions with a conversion date that occurs on or after September 15, 2025 will be settled using the same settlement method, and the Company will send notice of such settlement method to noteholders no later than the open of business on September 15, 2025. The Company may not redeem the Convertible Senior Notes at their option at any time before March 20, 2024. Subject to the terms of the indenture agreement, the Company has the right, at its election, to redeem all, or any portion (subject to the partial redemption limitation) in an authorized denomination, of the Convertible Senior Notes, at any time, and from time to time, on a redemption date on or after March 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, for cash, but only if the "last reported sale price," as defined under the Offering Memorandum, per share of common stock exceeds 130% of the “conversion price” on (i) each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any note for redemption will constitute a "make-whole fundamental change" (as defined below) with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. If the Company elects to redeem less than all of the outstanding notes, then the redemption will not constitute a make-whole fundamental change with respect to the notes not called for redemption, and holders of the notes not called for redemption will not be entitled to an increased conversion rate for such notes as described above on account of the redemption, except to the limited extent described further below. No sinking fund is provided for the Convertible Senior Notes, which means that the Company is not required to redeem or retire the Convertible Senior Notes periodically. If a fundamental change occurs, then each noteholder will have the right to require the Company to repurchase its notes (or any portion thereof in an authorized denomination) for cash on a date (the "fundamental change repurchase date") of the Company’s choosing, which must be a business day that is no more than 45, nor less than 20, business days after the date the Company distributes the related fundamental change notice. If an event of default, other than a reporting default remedied by special interest as defined in the indenture agreement, occurs with respect to the Company or any guarantor, then the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. If an event of default (other than a reporting event of default described above with respect to the Company or any guarantor and not solely with respect to a significant subsidiary of the Company’s or a guarantor, other than the Company or such guarantor) occurs and is continuing, then, the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of notes then outstanding, by written notice to the Company and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding to become due and payable immediately. The Convertible Senior Notes have an initial conversion rate of 15.6539 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which will be subject to customary anti-dilution adjustments in certain circumstances. In connection with the pricing of the Convertible Senior Notes, the Company entered into privately negotiated capped call transactions with various financial institutions (the "Capped Call Transactions"). The Capped Call Transactions were entered into with third party broker-dealers to limit the potential dilution that would occur if the Company has to settle the conversion value in excess of the principal in shares. This exposure will be covered (i.e., the Company will receive as many shares as are required to be issued between the conversion price of $63.8818 and the maximum price of $91.2600). Any shares required to be issued by the Company over this amount would have net earnings per share dilution impact. By entering into the Capped Call Transactions, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. The Company paid $39.0 million for the Capped Call Transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Convertible Senior Notes. The cost of the Capped Call Transactions is not expected to be tax deductible as the Company did not elect to integrate the capped call into the Convertible Senior Notes for tax purposes. The cost of the Capped Call Transaction was recorded as a reduction of the Company’s additional paid-in capital in the accompanying condensed consolidated financial statements. The Company incurred debt issuance costs of $11.4 million in March 2021. The Convertible Senior Notes are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Convertible Senior Notes and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations. The following table sets forth interest expense related to the Convertible Senior Notes for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Contractual interest expense $ 250 $ 250 $ 750 $ 536 Amortization of debt issuance costs 572 572 1,716 1,227 Total interest expense $ 822 $ 822 $ 2,466 $ 1,763 Effective interest rate 0.82 % 0.82 % 0.82 % 0.82 % Amortization expense for the Company's debt issuance costs related to the Convertible Senior Notes for the fiscal years 2022 through 2026 is as follows (in thousands): Fiscal Year Debt Issuance Costs Remaining 2022 $ 572 2023 2,288 2024 2,288 2025 2,288 2026 491 Total $ 7,927 Credit Agreement On April 30, 2021, the Company entered into a credit agreement (the "Credit Agreement") with Goldman Sachs Bank USA as administrative agent and collateral agent, and other lender parties thereto. The Credit Agreement provides for a $360.0 million seven-year senior secured term loan facility ("Term Loan B Facility") and a $52.5 million senior secured revolving credit facility (the "Revolving Credit Facility"). As part of the Term Loan B Facility, the Company received $325 million in proceeds, net of discounts and fees, which were used to finance the SpotX Acquisition and related transactions, and for general corporate purposes. Loans, if any, under the Revolving Credit Facility are expected to be used for general corporate purposes. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the Credit Agreement. Amounts outstanding under the Credit Agreement accrue interest at a rate equal to either, (1) for the Term Loan B Facility, at the Company’s election, the Eurodollar Rate (as defined in the Credit Agreement) plus a margin of 5.00% per annum, or ABR (as defined in the Credit Agreement) plus a margin of 4.00%, and (2) for the Revolving Credit Facility, at the Company’s election, the Eurodollar Rate plus a margin of 4.25% to 4.75%, or ABR plus a margin of 3.25% to 3.75%, in each case, depending on the Company’s first lien net leverage ratio. As of September 30, 2022, the contractual interest rate related to the Term Loan B Facility was 8.17%. The covenants of the Credit Agreement include customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains a financial covenant, tested on the last day of any fiscal quarter if utilization of the Revolving Credit Facility exceeds 35% of the total revolving commitments, that requires the Company to maintain a first lien net leverage ratio not greater than 3.25 to 1.00. As of September 30, 2022, the Company was in compliance with its debt covenants. The Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Credit Agreement. The Credit Agreement calls for customary scheduled loan amortization payments of 0.25% of the initial principal balance payable quarterly (i.e. 1% in aggregate per year) as well as a provision that requires the Company to prepay the Term Loan B based on an annual calculation of cumulative free cash flow ("Excess Cash Flow") generated by the company as defined within the terms of the Agreement. The Company was not required to make any such mandatory prepayment required by the Excess Cash Flow provision for the period ended September 30, 2022. On June 28, 2021, the Company entered into an Incremental Assumption Agreement (the "Incremental Agreement") to the Credit Agreement. Pursuant to the terms of the Incremental Agreement, the Company’s existing revolving credit facility under the Credit Agreement was increased by $12.5 million (the "Incremental Revolver"), and the letter of credit sublimit under the Credit Agreement was increased by $5.0 million. The Incremental Revolver bears the same interest rate as the existing revolving credit facility and has the same maturity date as the existing revolving credit facility. No other terms of the Credit Agreement were amended. As a result, amounts available under the Revolving Credit Facility were $65.0 million. At September 30, 2022, amounts available under the Revolving Credit Facility were $59.7 million, net of letters of credit outstanding in the amount of $5.3 million. The following table summarizes the amount outstanding under the Term Loan B Facility at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 (in thousands) Term Loan B Facility $ 355,500 $ 358,200 Unamortized debt discounts (8,552) (9,738) Unamortized debt issuance costs (13,344) (15,196) Debt, net of debt issuance costs $ 333,604 $ 333,266 The Company incurred debt issuance costs of $27.7 million in April 2021, of which $10.8 million were associated with debt discount netted against the proceeds and $16.9 million were associated with other deferred financing costs associated with the Term Loan B Facility. Debt outstanding under the Term Loan B Facility are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Term Loan B Facility and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations. The following table sets forth interest expense related to the Term Loan B Facility for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Contractual interest expense $ 6,052 $ 5,290 $ 16,472 $ 8,798 Amortization of debt discount 394 399 1,186 664 Amortization of debt issuance costs 616 622 1,852 1,036 Total interest expense $ 7,062 $ 6,311 $ 19,510 $ 10,498 Effective interest rate 7.93 % 7.00 % 7.28 % 7.00 % Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2022 through 2028 is as follows (in thousands): Fiscal Year Debt Discount Debt Issuance Costs Remaining 2022 $ 394 $ 614 2023 1,564 2,441 2024 1,548 2,416 2025 1,532 2,391 2026 1,516 2,366 Thereafter 1,998 3,116 Total $ 8,552 $ 13,344 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn December 2021, the Company's Board of Directors approved a share repurchase program (the "Program") under which the Company was authorized to purchase up to $50.0 million of its common stock from December 10, 2021 through December 10, 2022. On November 4, 2022, the Board of Directors approved an extension of the Program through December 15, 2023. Subsequent to September 30, 2022, the Company has not repurchased additional shares through the Program, of which approximately $28.3 million remain available for future repurchases. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2022, or for any future year. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its 2021 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its Annual Report on Form 10-K. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty as a result of the COVID-19 pandemic, geopolitical events, including the conflict in Ukraine, and economic and macroeconomic factors like labor shortages, supply chain disruptions, inflation, and recessionary concerns impacting the markets and communities in which the Company's clients operate, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the nine months ended September 30, 2022, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates. |
Recently Adopted and Recent Accounting Pronouncements | Recently Adopted Accounting Standards In July 2021, the FASB issued Update No. 2021-05, Leases (Topic 842)— Lessors – Certain Leases with Variable Lease Payments ("ASU 2021-05"). ASU 2021-05 requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if specified criteria are met. The Company adopted ASU 2021-05 on January 1, 2022 on a prospective basis, which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. ASU 2021-08 is effective for the Company beginning in the first quarter of 2023. ASU 2021-08 should be applied prospectively for acquisitions occurring on or after the effective date of the amendments. Early adoption of the proposed amendments would be permitted, including adoption in an interim period. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. The Company does not believe there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table presents the basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands, except per share data) Basic and Diluted Loss Per Share: Net loss $ (24,391) $ (24,319) $ (93,938) $ (388) Weighted-average common shares outstanding 133,144 131,501 132,611 124,325 Weighted-average common shares outstanding used to compute net loss per share 133,144 131,501 132,611 124,325 Basic and diluted loss per share $ (0.18) $ (0.18) $ (0.71) $ — |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following weighted-average shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Options to purchase common stock 1,280 4,116 1,985 4,712 Unvested restricted stock units 903 4,253 1,600 5,876 Unvested performance stock units 54 195 113 196 ESPP shares 49 11 23 49 Convertible Senior Notes 6,262 6,262 6,262 4,499 Total shares excluded from net loss per share 8,548 14,837 9,983 15,332 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognized on a Net Basis and on a Gross Basis | The following table presents our revenue recognized on a net basis and on a gross basis for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands, except percentages) Revenue: Net basis $ 116,999 80 % $ 105,866 80 % $ 330,015 82 % $ 258,236 84 % Gross basis 28,816 20 26,005 20 71,655 18 48,891 16 Total $ 145,815 100 % $ 131,871 100 % $ 401,670 100 % $ 307,127 100 % |
Summary of Disaggregation of Revenue | The following table presents our revenue by channel for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands, except percentages) Channel: CTV $ 71,604 49 % $ 57,885 44 % $ 187,619 47 % $ 115,040 38 % Desktop 28,217 19 30,573 23 83,940 21 80,166 26 Mobile 45,994 32 43,413 33 130,111 32 111,921 36 Total $ 145,815 100 % $ 131,871 100 % $ 401,670 100 % $ 307,127 100 % The following table presents the Company's revenue disaggregated by geographic location, based on the location of the Company's sellers for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) United States $ 113,851 $ 104,633 $ 310,870 $ 237,844 International 31,964 27,238 90,800 69,283 Total $ 145,815 $ 131,871 $ 401,670 $ 307,127 |
Accounts Receivable, Allowance for Credit Loss | The following is a summary of activity in the allowance for doubtful accounts for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Allowance for doubtful accounts, beginning balance $ 871 $ 3,279 $ 3,475 $ 2,360 Allowance for doubtful accounts, merger and acquisition-assumed — 425 — 835 Write-offs (518) (14) (527) (35) Increase (decrease) in provision for expected credit losses 455 342 (2,227) 852 Recoveries of previous write-offs — — 87 20 Allowance for doubtful accounts, ending balance $ 808 $ 4,032 $ 808 $ 4,032 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at September 30, 2022: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 208,172 $ 208,172 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2021: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 7,869 $ 7,869 $ — $ — |
Other Balance Sheet Amounts (Ta
Other Balance Sheet Amounts (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses included the following: September 30, 2022 December 31, 2021 (in thousands) Accounts payable—seller $ 845,460 $ 971,220 Accounts payable—trade 27,255 11,904 Accrued employee-related payables 14,870 16,230 Accrued holdback - indemnification claims 2,486 1,602 Total $ 890,071 $ 1,000,956 |
Goodwill, Intangible Assets, _2
Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets as of September 30, 2022 and December 31, 2021 included the following: September 30, 2022 December 31, 2021 (in thousands) Amortizable intangible assets: Developed technology $ 390,136 $ 378,958 Customer relationships 136,000 173,950 In-process research and development 12,730 14,630 Non-compete agreements 900 2,270 Trademarks 900 1,400 Total identifiable intangible assets, gross 540,666 571,208 Accumulated amortization—intangible assets: Developed technology (131,493) (75,850) Customer relationships (82,648) (65,702) In-process research and development (3,154) (1,250) Non-compete agreements (449) (1,197) Trademarks (375) (594) Total accumulated amortization—intangible assets (218,119) (144,593) Total identifiable intangible assets, net $ 322,547 $ 426,615 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of September 30, 2022: Fiscal Year Amount (in thousands) Remaining 2022 $ 34,369 2023 104,924 2024 87,294 2025 70,834 2026 24,695 Thereafter 431 Total $ 322,547 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Unaudited Pro Forma Information | The following table provides unaudited pro forma information as if the SpotX and SpringServe Acquisitions had been acquired by the Company as of January 1, 2020. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, and transaction expenses as if the SpotX and SpringServe Acquisitions occurred on January 1, 2020. The pro forma results do not include any anticipated cost synergies or other effects of the combined companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the SpotX and SpringServe Acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. The table below excludes Nth Party as its impact on pro forma results were immaterial. Nine Months Ended September 30, 2021 (in thousands) Pro Forma Revenue $ 379,180 Pro Forma Net Loss $ (88,187) |
Purchase Consideration | The following table summarizes the total purchase consideration (in thousands): Cash Consideration $ 640,000 Stock Consideration (Fair Value of Shares of Magnite common stock) 495,591 Working capital adjustment 65,152 Total purchase consideration $ 1,200,743 The following table summarizes the total purchase consideration (in thousands): Cash Consideration $ 31,136 SpotX initial cash investment in SpringServe 2,075 Fair value appreciation of SpotX purchase right 7,450 Indemnification claims - holdback 1,409 Total purchase consideration $ 42,070 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpotX Acquisition as set forth below (in thousands): Cash $ 81,967 Restricted cash 199 Accounts receivable 199,649 Prepaid and other assets, current 12,308 Fixed assets 6,823 Intangible assets 429,600 Right-of-use lease asset 10,055 Goodwill 782,719 Total assets to be acquired 1,523,320 Accounts payable and accrued expenses 205,822 Other current liabilities 1,091 Lease liabilities 12,625 Deferred tax liability, net 103,039 Total liabilities to be assumed 322,577 Total purchase price $ 1,200,743 price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpringServe Acquisition as set forth below (in thousands): Cash $ 1,062 Accounts receivable 3,234 Prepaid and other assets, current 157 Fixed assets 25 Intangible assets 23,400 Right-of-use lease asset 1,879 Goodwill 24,156 Total assets to be acquired 53,913 Accounts payable and accrued expenses 2,475 Other current liabilities 35 Lease liabilities 3,179 Deferred tax liability, net 6,154 Total liabilities to be assumed 11,843 Total preliminary purchase price $ 42,070 |
Schedule of Intangible Assets Acquired and Estimated Useful Life as of the Acquisition Date | The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpotX Acquisition (dollars in thousands): Estimated Useful Life Technology $ 280,400 5 years Customer relationships 130,300 2 to 4 years Backlog 11,100 <1 year In-process research and development 5,800 3 years* Non-compete agreements 1,500 1 year Trademarks 500 <1 year Total intangible assets acquired $ 429,600 * In-process research and development consists of six projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use. The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpringServe Acquisition (dollars in thousands): Estimated Useful Life Technology $ 15,500 5 years Customer relationships 5,700 2 years Trademarks and Trade Names 900 3 years In-process research and development 800 3 years* Non-compete agreements 500 2 years Total intangible assets acquired $ 23,400 * In-process research and development consists of two projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use. |
Merger, Acquisition, and Rest_2
Merger, Acquisition, and Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Merger and Restructuring Costs | The following table summarizes merger, acquisition, and restructuring cost activity (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) Professional services (investment banking advisory, legal and other professional services) $ 1,064 $ 917 $ 28,032 Personnel related (severance and one-time termination benefit costs) 1,312 1,227 6,176 Non-cash stock-based compensation (double-trigger acceleration and severance) 48 2,004 1,070 Impairment costs of abandoned technology — 3,320 — Loss contracts (lease related) — — 2,500 Total merger, acquisition, and restructuring costs $ 2,424 $ 7,468 $ 37,778 (in thousands) Accrued restructuring costs at December 31, 2021 $ 2,742 Restructuring costs, personnel related and non-cash stock-based compensation 3,231 Restructuring costs, impairments 3,320 Cash paid for restructuring costs (2,571) Non-cash impairments (3,320) Non-cash stock-based compensation (2,004) Accrued restructuring costs at September 30, 2022 $ 1,398 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the nine months ended September 30, 2022 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2021 5,129 $ 7.25 Granted 699 $ 13.90 Exercised (514) $ 3.45 Expired (391) $ 5.72 Forfeited (123) $ 12.27 Outstanding at September 30, 2022 4,800 $ 8.62 5.7 years $ 6,100 Exercisable at September 30, 2022 3,583 $ 6.87 4.8 years $ 5,556 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average input assumptions used by the Company were as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Expected term (in years) N/A 5.0 5.0 5.0 Risk-free interest rate N/A 0.90 % 1.63 % 0.88 % Expected volatility N/A 79 % 79 % 79 % Dividend yield N/A — % — % — % |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the nine months ended September 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Restricted stock units outstanding at December 31, 2021 6,634 $ 18.39 Granted 7,368 $ 13.43 Canceled (1,362) $ 15.71 Vested and released (2,670) $ 15.83 Restricted stock units outstanding at September 30, 2022 9,970 $ 15.78 Restricted stock units outstanding and unvested* 9,952 * $ 15.79 *At September 30, 2022, outstanding restricted stock units included 18,436 units that were vested but deferred. |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs for all Plans | Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Cost of revenue $ 424 $ 278 $ 1,191 $ 530 Sales and marketing 5,491 4,583 16,257 10,426 Technology and development 6,576 3,828 16,645 8,195 General and administrative 4,911 3,087 14,096 8,299 Merger, acquisition, and restructuring costs — 48 2,004 1,071 Total stock-based compensation expense $ 17,402 $ 11,824 $ 50,193 $ 28,521 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Maturity of Lease Liabilities | The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of September 30, 2022 (in thousands): Fiscal Year Remaining 2022 $ 6,183 2023 22,676 2024 19,806 2025 12,057 2026 9,976 Thereafter 28,164 Total lease payments (undiscounted) 98,862 Less: imputed interest (15,122) Lease liabilities—total (discounted) $ 83,740 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | As of September 30, 2022, the Company's outstanding non-cancelable contractual obligations with a remaining term of one year or longer consist of the following (in thousands): Fiscal Year Remaining 2022 $ 808 2023 7,509 2024 5,478 2025 1,177 Total $ 14,972 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long term debt as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 (in thousands) Convertible Senior Notes $ 400,000 $ 400,000 Less: Unamortized debt issuance cost (7,927) (9,643) Net 392,073 390,357 Term Loan B Facility 355,500 358,200 Less: Unamortized discount and debt issuance cost (21,896) (24,934) Net 333,604 333,266 Less: Current portion (3,600) (3,600) Total non-current debt $ 722,077 $ 720,023 |
Schedule of Maturities of Long-term Debt | Maturities of the principal amount of the Company's long-term debt as of September 30, 2022 are as follows (in thousands): Fiscal Year Remaining 2022 $ 900 2023 3,600 2024 3,600 2025 3,600 2026 403,600 Thereafter 340,200 Total $ 755,500 Amortization of the debt issuance cost and the discount associated with our indebtedness totaled $1.6 million and $4.8 million for the three and nine months ended September 30, 2022, respectively, and $1.6 million and $2.9 million for the three and nine months ended September 30, 2021, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. In addition, amortization of deferred financing costs was $0.1 million and $0.3 million for the three and nine months ended September 30, 2022, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2021, respectively. Deferred financing costs are included within prepaid expenses and other current assets and other assets, non-current assets. Amortization expense for the Company's debt issuance costs related to the Convertible Senior Notes for the fiscal years 2022 through 2026 is as follows (in thousands): Fiscal Year Debt Issuance Costs Remaining 2022 $ 572 2023 2,288 2024 2,288 2025 2,288 2026 491 Total $ 7,927 Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2022 through 2028 is as follows (in thousands): Fiscal Year Debt Discount Debt Issuance Costs Remaining 2022 $ 394 $ 614 2023 1,564 2,441 2024 1,548 2,416 2025 1,532 2,391 2026 1,516 2,366 Thereafter 1,998 3,116 Total $ 8,552 $ 13,344 |
Interest Income and Interest Expense Disclosure | The following table sets forth interest expense related to the Convertible Senior Notes for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Contractual interest expense $ 250 $ 250 $ 750 $ 536 Amortization of debt issuance costs 572 572 1,716 1,227 Total interest expense $ 822 $ 822 $ 2,466 $ 1,763 Effective interest rate 0.82 % 0.82 % 0.82 % 0.82 % The following table sets forth interest expense related to the Term Loan B Facility for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Contractual interest expense $ 6,052 $ 5,290 $ 16,472 $ 8,798 Amortization of debt discount 394 399 1,186 664 Amortization of debt issuance costs 616 622 1,852 1,036 Total interest expense $ 7,062 $ 6,311 $ 19,510 $ 10,498 Effective interest rate 7.93 % 7.00 % 7.28 % 7.00 % |
Schedule of Debt | The following table summarizes the amount outstanding under the Term Loan B Facility at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 (in thousands) Term Loan B Facility $ 355,500 $ 358,200 Unamortized debt discounts (8,552) (9,738) Unamortized debt issuance costs (13,344) (15,196) Debt, net of debt issuance costs $ 333,604 $ 333,266 |
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 | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (24,391) | $ (24,954) | $ (44,593) | $ (24,319) | $ 36,808 | $ (12,877) | $ (93,938) | $ (388) |
Weighted-average common shares outstanding, basic (in shares) | 133,144 | 131,501 | 132,611 | 124,325 | ||||
Weighted average number of shares outstanding, diluted (in shares) | 133,144 | 131,501 | 132,611 | 124,325 | ||||
Basic loss per share (in dollars per share) | $ (0.18) | $ (0.18) | $ (0.71) | $ 0 | ||||
Diluted loss per share (in dollars per share) | $ (0.18) | $ (0.18) | $ (0.71) | $ 0 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 8,548 | 14,837 | 9,983 | 15,332 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 1,280 | 4,116 | 1,985 | 4,712 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 903 | 4,253 | 1,600 | 5,876 |
Unvested performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 54 | 195 | 113 | 196 |
ESPP shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 49 | 11 | 23 | 49 |
Convertible Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 6,262 | 6,262 | 6,262 | 4,499 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - share | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Convertible Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of shares issuable assuming conversion | 6,261,560 | 6,261,560 | |
Unvested performance stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Performance measurement percentage | 100% | 100% | |
Performance Shares, Granted April 2020 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Performance measurement percentage | 53% | 53% | 150% |
Performance shares, Granted April 2021 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Performance measurement percentage | 0% | 0% | 0% |
Performance shares, Granted August 2021 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Performance measurement percentage | 0% | 0% | 0% |
Performance shares, Granted February 2022 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Performance measurement percentage | 0% | 0% |
Revenue - Revenue Recognized on
Revenue - Revenue Recognized on a Gross and Net Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 145,815 | $ 131,871 | $ 401,670 | $ 307,127 |
Net basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 116,999 | 105,866 | 330,015 | 258,236 |
Gross basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 28,816 | $ 26,005 | $ 71,655 | $ 48,891 |
Revenue Benchmark | Concentration of Basis of Revenue Recognition | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Revenue Benchmark | Concentration of Basis of Revenue Recognition | Net basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 80% | 80% | 82% | 84% |
Revenue Benchmark | Concentration of Basis of Revenue Recognition | Gross basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 20% | 20% | 18% | 16% |
Revenue - Revenue Disaggregated
Revenue - Revenue Disaggregated by Sales Distribution Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 145,815 | $ 131,871 | $ 401,670 | $ 307,127 |
CTV | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 71,604 | 57,885 | 187,619 | 115,040 |
Desktop | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 28,217 | 30,573 | 83,940 | 80,166 |
Mobile | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 45,994 | $ 43,413 | $ 130,111 | $ 111,921 |
Product Concentration Risk | Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Product Concentration Risk | Revenue Benchmark | CTV | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 49% | 44% | 47% | 38% |
Product Concentration Risk | Revenue Benchmark | Desktop | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 19% | 23% | 21% | 26% |
Product Concentration Risk | Revenue Benchmark | Mobile | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 32% | 33% | 32% | 36% |
Revenue - Revenue Disaggregat_2
Revenue - Revenue Disaggregated by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 145,815 | $ 131,871 | $ 401,670 | $ 307,127 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 113,851 | 104,633 | 310,870 | 237,844 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 31,964 | $ 27,238 | $ 90,800 | $ 69,283 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||||||
Payment terms | 75 days | |||||||
Accounts receivable, allowance for credit loss | $ 808 | $ 4,032 | $ 808 | $ 4,032 | $ 871 | $ 3,475 | $ 3,279 | $ 2,360 |
Contra seller payable | 300 | 300 | $ 2,100 | |||||
Increase (decrease) in provision for expected credit losses | 455 | 342 | (2,227) | 852 | ||||
Increase (decrease) in contra seller payable | 100 | (1,900) | 600 | |||||
Provision for doubtful accounts | $ 300 | $ 400 | $ (357) | $ 217 |
Revenue - Schedule of Allowance
Revenue - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Allowance for doubtful accounts, beginning balance | $ 871 | $ 3,279 | $ 3,475 | $ 2,360 |
Allowance for doubtful accounts, merger and acquisition-assumed | 0 | 425 | 0 | 835 |
Write-offs | (518) | (14) | (527) | (35) |
Increase (decrease) in provision for expected credit losses | 455 | 342 | (2,227) | 852 |
Recoveries of previous write-offs | 0 | 0 | 87 | 20 |
Allowance for doubtful accounts, ending balance | $ 808 | $ 4,032 | $ 808 | $ 4,032 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 208,172 | $ 7,869 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 208,172 | 7,869 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Secured Debt | Term Loan B Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan fair value | $ 343,100 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 208,172 | $ 7,869 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Convertible notes | $ 304,100 | $ 315,500 |
Other Balance Sheet Amounts - A
Other Balance Sheet Amounts - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable—seller | $ 845,460 | $ 971,220 |
Accounts payable—trade | 27,255 | 11,904 |
Accrued employee-related payables | 14,870 | 16,230 |
Accrued holdback - indemnification claims | 2,486 | 1,602 |
Total | $ 890,071 | $ 1,000,956 |
Other Balance Sheet Amounts - N
Other Balance Sheet Amounts - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash included in other assets, non-current | $ 0.2 | $ 0.3 |
Goodwill, Intangible Assets, _3
Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 978,217 | $ 978,217 | $ 969,873 | ||
Amortization expense of intangible assets | 38,100 | $ 42,200 | 115,300 | $ 79,300 | |
Impairment costs of abandoned technology | 0 | 3,320 | 0 | ||
Capitalized computer software, amortization | 0 | $ 0 | 0 | $ 0 | |
Prepaid Expenses and Other Current Assets | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized cloud computing software, net | 800 | 800 | 500 | ||
Other Noncurrent Assets | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized cloud computing software, net | $ 700 | $ 700 | $ 700 |
Goodwill, Intangible Assets, _4
Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | $ 540,666 | $ 571,208 |
Total accumulated amortization—intangible assets | (218,119) | (144,593) |
Total | 322,547 | 426,615 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 390,136 | 378,958 |
Total accumulated amortization—intangible assets | (131,493) | (75,850) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 136,000 | 173,950 |
Total accumulated amortization—intangible assets | (82,648) | (65,702) |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 12,730 | 14,630 |
Total accumulated amortization—intangible assets | (3,154) | (1,250) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 900 | 2,270 |
Total accumulated amortization—intangible assets | (449) | (1,197) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 900 | 1,400 |
Total accumulated amortization—intangible assets | $ (375) | $ (594) |
Goodwill, Intangible Assets, _5
Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fiscal Year | ||
Remaining 2022 | $ 34,369 | |
2023 | 104,924 | |
2024 | 87,294 | |
2025 | 70,834 | |
2026 | 24,695 | |
Thereafter | 431 | |
Total | $ 322,547 | $ 426,615 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jul. 01, 2021 | Apr. 30, 2021 | Feb. 04, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Apr. 29, 2021 | |
Business Acquisition [Line Items] | |||||||||
Share Price (in USD per share) | $ 40.05 | $ 49.21 | |||||||
Goodwill | $ 969,873 | $ 969,873 | $ 978,217 | ||||||
SpotX, Inc | SpringServe | |||||||||
Business Acquisition [Line Items] | |||||||||
Prior investment | $ 2,100 | ||||||||
Fair value of prior investment | $ 9,500 | $ 7,500 | |||||||
SpotX, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash Consideration | $ 640,000 | $ 560,000 | |||||||
Issued in merger (in shares) | 12,374,315 | 14,000,000 | |||||||
Cash consideration, elected increase, percent | 20% | ||||||||
Cash consideration, elected increase, amount | $ 80,000 | ||||||||
Shares issued, elected decrease, percent | 20% | ||||||||
Shares issued, elected decrease, value | $ 80,000 | ||||||||
Purchase price prior to working capital adjustments | 1,100,000 | ||||||||
Working capital adjustment | 65,152 | ||||||||
Purchase price | 1,200,743 | $ 1,200,000 | |||||||
Stock Consideration (Fair Value of Shares of Magnite common stock) | 495,591 | ||||||||
Deferred tax asset valuation allowance decrease | 56,200 | ||||||||
Intangible assets acquired | 429,600 | ||||||||
Deferred tax liability, net | 103,039 | ||||||||
Goodwill | $ 782,719 | ||||||||
SpotX, Inc | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 1 year | ||||||||
Intangible assets acquired | $ 1,500 | ||||||||
SpotX, Inc | Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 5 years | ||||||||
Intangible assets acquired | $ 280,400 | ||||||||
SpotX, Inc | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets acquired | $ 130,300 | ||||||||
SpringServe | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash Consideration | 31,136 | ||||||||
Purchase price held back to cover possible indemnification claims | 1,400 | ||||||||
Intangible assets acquired | 23,400 | ||||||||
Deferred tax liability, net | 6,154 | ||||||||
Goodwill | $ 24,156 | ||||||||
SpringServe | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 2 years | ||||||||
Intangible assets acquired | $ 500 | ||||||||
SpringServe | Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 5 years | ||||||||
Intangible assets acquired | $ 15,500 | ||||||||
SpringServe | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 2 years | ||||||||
Intangible assets acquired | $ 5,700 | ||||||||
Nth Party, Ltd. | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | 9,000 | ||||||||
Deferred tax liability, net | 1,300 | 1,300 | |||||||
Goodwill | $ 4,800 | $ 4,800 | |||||||
Nth Party, Ltd. | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 2 years | ||||||||
Intangible assets acquired | $ 200 | ||||||||
Nth Party, Ltd. | Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 5 years | ||||||||
Intangible assets acquired | $ 5,400 | ||||||||
Carbon (AI) Limited and Mode Technologies, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 23,100 | ||||||||
Business combination, contingent consideration, liability | 2,300 | ||||||||
Goodwill | $ 8,500 | ||||||||
Carbon (AI) Limited and Mode Technologies, Inc. | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 2 years | ||||||||
Intangible assets acquired | $ 200 | ||||||||
Carbon (AI) Limited and Mode Technologies, Inc. | Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 5 years | ||||||||
Intangible assets acquired | $ 14,200 | ||||||||
Carbon (AI) Limited and Mode Technologies, Inc. | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life | 6 months | ||||||||
Intangible assets acquired | $ 200 |
Business Combinations - SpotX P
Business Combinations - SpotX Purchase Consideration (Details) - SpotX, Inc - USD ($) $ in Thousands | Apr. 30, 2021 | Feb. 04, 2021 |
Business Acquisition [Line Items] | ||
Cash Consideration | $ 640,000 | $ 560,000 |
Stock Consideration (Fair Value of Shares of Magnite common stock) | 495,591 | |
Working capital adjustment | 65,152 | |
Total purchase consideration | $ 1,200,743 | $ 1,200,000 |
Business Combinations - SpotX S
Business Combinations - SpotX Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 978,217 | $ 969,873 | |
SpotX, Inc | |||
Business Acquisition [Line Items] | |||
Cash | $ 81,967 | ||
Restricted cash | 199 | ||
Accounts receivable | 199,649 | ||
Prepaid and other assets, current | 12,308 | ||
Fixed assets | 6,823 | ||
Intangible assets | 429,600 | ||
Right-of-use lease asset | 10,055 | ||
Goodwill | 782,719 | ||
Total assets to be acquired | 1,523,320 | ||
Accounts payable and accrued expenses | 205,822 | ||
Other current liabilities | 1,091 | ||
Lease liabilities | 12,625 | ||
Deferred tax liability, net | 103,039 | ||
Total liabilities to be assumed | 322,577 | ||
Total purchase price | $ 1,200,743 |
Business Combinations - SpotX C
Business Combinations - SpotX Components of Intangible Assets and Estimated Useful Lives (Details) - SpotX, Inc $ in Thousands | Apr. 30, 2021 USD ($) project |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 429,600 |
Technology | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 280,400 |
Estimated Useful Life | 5 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 130,300 |
Customer relationships | Minimum | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 2 years |
Customer relationships | Maximum | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 4 years |
Backlog | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 11,100 |
Estimated Useful Life | 1 year |
In-process research and development | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 5,800 |
Number of projects | project | 6 |
Estimated Useful Life | 3 years |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 1,500 |
Estimated Useful Life | 1 year |
Trademarks | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 500 |
Estimated Useful Life | 1 year |
Business Combinations - SpringS
Business Combinations - SpringServe Purchase Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jul. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Indemnification claims - holdback | $ 2,293 | $ 1,409 | |
SpringServe | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 31,136 | ||
SpotX initial cash investment in SpringServe | 2,075 | ||
Fair value appreciation of SpotX purchase right | 7,450 | ||
Indemnification claims - holdback | 1,409 | ||
Total purchase consideration | $ 42,070 |
Business Combinations - Sprin_2
Business Combinations - SpringServe Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 01, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 978,217 | $ 969,873 | |
SpringServe | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,062 | ||
Accounts receivable | 3,234 | ||
Prepaid and other assets, current | 157 | ||
Fixed assets | 25 | ||
Intangible assets | 23,400 | ||
Right-of-use lease asset | 1,879 | ||
Goodwill | 24,156 | ||
Total assets to be acquired | 53,913 | ||
Accounts payable and accrued expenses | 2,475 | ||
Other current liabilities | 35 | ||
Lease liabilities | 3,179 | ||
Deferred tax liability, net | 6,154 | ||
Total liabilities to be assumed | 11,843 | ||
Total purchase price | $ 42,070 |
Business Combinations - Sprin_3
Business Combinations - SpringServe Components of Intangible Assets and Estimated Useful Lives (Details) - SpringServe $ in Thousands | Jul. 01, 2021 USD ($) project |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 23,400 |
Technology | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 15,500 |
Estimated Useful Life | 5 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 5,700 |
Estimated Useful Life | 2 years |
Trademarks and Trade Names | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 900 |
Estimated Useful Life | 3 years |
In-process research and development | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 800 |
Estimated Useful Life | 3 years |
Number of projects | project | 2 |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 500 |
Estimated Useful Life | 2 years |
Business Combinations - SpotX a
Business Combinations - SpotX and SpringServe Unaudited Pro Forma Information (Details) - SpotX and SpringServe $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Pro Forma Revenue | $ 379,180 |
Pro Forma Net Loss | $ (88,187) |
Merger, Acquisition, and Rest_3
Merger, Acquisition, and Restructuring Costs - Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Professional services (investment banking advisory, legal and other professional services) | $ 1,064 | $ 917 | $ 28,032 | |
Non-cash stock-based compensation (double-trigger acceleration and severance) | 48 | 2,004 | 1,070 | |
Impairment costs of abandoned technology | 0 | 3,320 | 0 | |
Total merger, acquisition, and restructuring costs | $ 0 | 2,424 | 7,468 | 37,778 |
Personnel related (severance and one-time termination benefit costs) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,312 | 1,227 | 6,176 | |
Loss contracts (lease related) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 0 | $ 2,500 |
Merger, Acquisition, and Rest_4
Merger, Acquisition, and Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 0 | $ 2,424 | $ 7,468 | $ 37,778 | |
SpotX Acquisition, SpringServe Acquisition, And Telaria Merger | |||||
Business Acquisition [Line Items] | |||||
Accrued merger, acquisition, and restructuring costs | $ 1,400 | $ 1,400 | $ 2,700 |
Merger, Acquisition, and Rest_5
Merger, Acquisition, and Restructuring Costs - Accrued Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring costs, impairments | $ 3,320 | ||
Non-cash impairments | $ 0 | (3,320) | $ 0 |
Non-cash stock-based compensation | $ (48) | (2,004) | $ (1,070) |
SpotX and Telaria | |||
Restructuring Reserve [Roll Forward] | |||
Accrued restructuring costs at December 31, 2021 | 2,742 | ||
Restructuring costs, personnel related and non-cash stock-based compensation | 3,231 | ||
Cash paid for restructuring costs | (2,571) | ||
Non-cash stock-based compensation | (2,004) | ||
Accrued restructuring costs at September 30, 2022 | $ 1,398 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for grant (in shares) | 14,322,384 |
Annual percentage increase | 5% |
Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Stock Option | Tranche one | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Award vesting rights, percentage | 25% |
RSAs and RSUs | Tranche one | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Award vesting rights, percentage | 25% |
Restricted Stock Units (RSUs) | Tranche two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights, percentage | 50% |
RSUs granted (in shares) | 400,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Outstanding (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Shares Under Option | |
Beginning balance (in shares) | shares | 5,129 |
Granted (in shares) | shares | 699 |
Exercised (in shares) | shares | (514) |
Expired (in shares) | shares | (391) |
Forfeited (in shares) | shares | (123) |
Ending balance (in shares) | shares | 4,800 |
Exercisable (in shares) | shares | 3,583 |
Weighted- Average Exercise Price | |
Beginning balance (usd per share) | $ / shares | $ 7.25 |
Granted (usd per share) | $ / shares | 13.90 |
Exercised (usd per share) | $ / shares | 3.45 |
Expired (usd per share) | $ / shares | 5.72 |
Forfeited (usd per share) | $ / shares | 12.27 |
Ending balance (usd per share) | $ / shares | 8.62 |
Exercisable (usd per share) | $ / shares | $ 6.87 |
Weighted- Average Contractual Life | |
Outstanding | 5 years 8 months 12 days |
Exercisable | 4 years 9 months 18 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 6,100 |
Exercisable | $ | $ 5,556 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Options Narrative (Details) - Stock Option $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Number of Shares | |
Intrinsic values of options exercised | $ 4.6 |
Unrecognized employee stock-based compensation | $ 9.4 |
Unrecognized employee stock-based compensation, period for recognition | 2 years 6 months |
Fair value of options vested in period | $ 4.4 |
Grant date fair value of options granted (usd per share) | $ / shares | $ 8.93 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - Stock Option | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years | 5 years | 5 years |
Risk-free interest rate | 0.90% | 1.63% | 0.88% |
Expected volatility | 79% | 79% | 79% |
Dividend yield | 0% | 0% | 0% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | 9,970,000 |
Granted (in shares) | 7,368,000 |
Canceled (in shares) | (1,362,000) |
Vested and released (in shares) | (2,670,000) |
Ending balance (in shares) | 6,634,000 |
Restricted stock units outstanding and unvested (in shares) | 9,952,000 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 18.39 |
Granted (in dollars per share) | $ / shares | 13.43 |
Canceled (in dollars per share) | $ / shares | 15.71 |
Vested and released (in dollars per share) | $ / shares | 15.83 |
Ending balance (in dollars per share) | $ / shares | 15.78 |
Restricted stock units outstanding and unvested (in dollars per share) | $ / shares | $ 15.79 |
Vested but deferred (in shares) | 18,436 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units Narrative (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in dollars per share) | $ / shares | $ 13.43 |
Fair value of restricted stock vested | $ 30.3 |
Intrinsic value of nonvested unit | 65.4 |
Unrecognized employee stock-based compensation | $ 135.1 |
Unrecognized employee stock-based compensation, period for recognition | 2 years 9 months 18 days |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 28, 2022 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) tranche day $ / shares shares | Apr. 30, 2021 USD ($) $ / shares shares | Apr. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 17,402 | $ 11,824 | $ 50,193 | $ 28,521 | ||||
Performance Shares Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 900 | $ 400 | $ 2,600 | $ 700 | ||||
Performance measurement percentage | 100% | 100% | ||||||
Performance Shares Units | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 86,806 | 379,635 | 26,291 | 146,341 | ||||
Vesting period | 3 years | |||||||
Number of tranches | tranche | 3 | |||||||
Fair value of restricted stock vested | $ 1,500 | $ 1,400 | $ 900 | |||||
Vested (in dollars per share) | $ / shares | $ 17.28 | $ 52.49 | $ 6.15 | |||||
Trailing consecutive trading day performance period | day | 60 | |||||||
Performance Shares Units | Tranche one | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Unrecognized employee stock-based compensation | $ 1,900 | $ 1,900 | ||||||
Unrecognized employee stock-based compensation, period for recognition | 1 year 10 months 24 days | |||||||
Fair value of units granted | $ 3,000 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 23.94 | |||||||
Vesting, stock price trigger (in dollars per share) | $ / shares | $ 60 | |||||||
Performance Shares Units | Tranche two | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Unrecognized employee stock-based compensation | $ 2,000 | 2,000 | ||||||
Unrecognized employee stock-based compensation, period for recognition | 2 years 10 months 24 days | |||||||
Fair value of units granted | $ 2,800 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 21.93 | |||||||
Vesting, stock price trigger (in dollars per share) | $ / shares | $ 80 | |||||||
Performance Shares Units | Tranche three | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 5 years | |||||||
Unrecognized employee stock-based compensation | $ 2,000 | $ 2,000 | ||||||
Unrecognized employee stock-based compensation, period for recognition | 3 years 10 months 24 days | |||||||
Fair value of units granted | $ 2,600 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 20.30 | |||||||
Vesting, stock price trigger (in dollars per share) | $ / shares | $ 100 | |||||||
Performance Shares Units | Minimum | Vesting on third anniversary | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 0% | |||||||
Performance Shares Units | Minimum | Tranche one | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 0% | |||||||
Performance Shares Units | Minimum | Tranche two | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 0% | |||||||
Performance Shares Units | Minimum | Tranche three | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 0% | |||||||
Performance Shares Units | Maximum | Vesting on third anniversary | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 150% | |||||||
Performance Shares Units | Maximum | Tranche one | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 100% | |||||||
Performance Shares Units | Maximum | Tranche two | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 100% | |||||||
Performance Shares Units | Maximum | Tranche three | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 100% | |||||||
Performance Shares, Granted April 2020 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance measurement percentage | 53% | 53% | 150% | |||||
Performance Shares, Granted April 2020 | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized employee stock-based compensation | $ 200 | $ 200 | ||||||
Unrecognized employee stock-based compensation, period for recognition | 6 months | |||||||
Performance shares, Granted April 2021 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance measurement percentage | 0% | 0% | 0% | |||||
Performance shares, Granted April 2021 | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized employee stock-based compensation | $ 700 | $ 700 | ||||||
Unrecognized employee stock-based compensation, period for recognition | 1 year 6 months | |||||||
Performance shares, Granted February 2022 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance measurement percentage | 0% | 0% | ||||||
Performance shares, Granted February 2022 | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized employee stock-based compensation | $ 1,200 | $ 1,200 | ||||||
Unrecognized employee stock-based compensation, period for recognition | 2 years 3 months 18 days |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan Narrative (Details) - shares | 1 Months Ended | 9 Months Ended |
Nov. 30, 2013 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares reserved (in shares) | 14,322,384 | |
Annual percentage increase | 5% | |
2014 Employee Stock Purchase Plan | Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum employee subscription rate | 10% | |
Offering period | 6 months | |
Purchase price of common stock, percent | 85% | |
Number of shares reserved (in shares) | 4,018,635 | |
Annual percentage increase | 1% |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 17,402 | $ 11,824 | $ 50,193 | $ 28,521 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 424 | 278 | 1,191 | 530 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 5,491 | 4,583 | 16,257 | 10,426 |
Technology and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 6,576 | 3,828 | 16,645 | 8,195 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 4,911 | 3,087 | 14,096 | 8,299 |
Merger, acquisition, and restructuring costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 48 | $ 2,004 | $ 1,071 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Benefit for income taxes | $ (435) | $ (4,708) | $ (2,544) | $ (92,237) |
Lease Obligations - Narrative (
Lease Obligations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Lease expense | $ 5,900 | $ 4,900 | $ 17,000 | $ 15,700 |
Short-term lease expense | 300 | 400 | 900 | 1,000 |
Sublease income | $ 1,300 | 1,000 | $ 3,900 | 3,300 |
Weighted average discount rate | 5.83% | 5.83% | ||
Weighted average remaining lease term | 5 years 10 months 24 days | 5 years 10 months 24 days | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Term of lease contract | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Term of lease contract | 10 years | 10 years | ||
Data centers for cloud-based services | ||||
Lessee, Lease, Description [Line Items] | ||||
Variable lease cost | $ 15,100 | $ 9,900 | $ 39,300 | $ 24,600 |
Company Office, San Francisco CA | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease not yet commenced, amount | $ 6,800 | $ 6,800 | ||
Operating lease not yet commenced, term of contract | 3 years 2 months 12 days | 3 years 2 months 12 days |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Lease Liability Maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fiscal Year | |
Remaining 2022 | $ 6,183 |
2023 | 22,676 |
2024 | 19,806 |
2025 | 12,057 |
2026 | 9,976 |
Thereafter | 28,164 |
Total lease payments (undiscounted) | 98,862 |
Less: imputed interest | (15,122) |
Lease liabilities—total (discounted) | $ 83,740 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Commitments [Line Items] | ||
Contractual obligation | $ 14,972 | |
Third-Party Cloud-Managed Services | ||
Other Commitments [Line Items] | ||
Contractual obligation | 21,000 | |
Financial Standby Letter of Credit | ||
Other Commitments [Line Items] | ||
Letters of credit outstanding, amount | $ 5,300 | $ 5,100 |
Commitments and Contingencies -
Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 808 |
2023 | 7,509 |
2024 | 5,478 |
2025 | 1,177 |
Total | $ 14,972 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 755,500 | |
Less: Current portion | (3,600) | $ (3,600) |
Total non-current debt | 722,077 | 720,023 |
Convertible Senior Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 400,000 | 400,000 |
Debt instrument, unamortized discount and debt issuance costs | (7,927) | (9,643) |
Total | 392,073 | 390,357 |
Term Loan B Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 355,500 | 358,200 |
Debt instrument, unamortized discount and debt issuance costs | (21,896) | (24,934) |
Total | 333,604 | 333,266 |
Total non-current debt | $ 333,604 | $ 333,266 |
Debt - Maturities of Principle
Debt - Maturities of Principle Amount of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Remaining 2022 | $ 900 | |
2023 | 3,600 | |
2024 | 3,600 | |
2025 | 3,600 | |
2026 | 403,600 | |
Thereafter | 340,200 | |
Total | 755,500 | |
Convertible Senior Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 392,073 | $ 390,357 |
Term Loan B Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Total | $ 333,604 | $ 333,266 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||||||
Debt issuance costs, gross | $ 27.7 | $ 11.4 | ||||
Amortization of deferred financing costs | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 | ||
Amortization of debt discount and issuance costs | $ 1.6 | $ 1.6 | $ 4.8 | $ 2.9 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes and Capped Call Transactions Narrative (Details) | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 USD ($) day $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Net proceeds | $ 0 | $ 400,000,000 | ||
Capped calls, transaction costs | $ 39,000,000 | |||
Debt issuance costs, gross | 11,400,000 | $ 27,700,000 | ||
Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Capped calls, transaction costs | $ 39,000,000 | |||
Percent of outstanding balance holders able to call debt in the event of default | 25% | |||
Convertible Senior Notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in USD per share) | $ / shares | $ 91.2600 | |||
Convertible Senior Notes | Minimum | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in USD per share) | $ / shares | $ 63.8818 | |||
Convertible Senior Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Aggregate principle amount | $ 400,000,000 | |||
Interest rate | 0.25% | |||
Over-allotment options | $ 50,000,000 | |||
Net proceeds | $ 388,600,000 | |||
Conversion ratio | 0.0156539 | |||
Convertible Senior Notes | Convertible Debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Make-whole fundamental change period | 45 days | |||
Convertible Senior Notes | Convertible Debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Make-whole fundamental change period | 20 days | |||
Convertible Senior Notes | Convertible Debt | Conversion Term (i) | ||||
Debt Instrument [Line Items] | ||||
Threshold percent of stock price trigger | 130% | |||
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 | |||
Term Loan B Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Aggregate principle amount | $ 360,000,000 | |||
Interest rate | 8.17% |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 250 | $ 250 | $ 750 | $ 536 |
Amortization of debt discount and issuance costs | 572 | 572 | 1,716 | 1,227 |
Total interest expense | $ 822 | $ 822 | $ 2,466 | $ 1,763 |
Effective interest rate | 0.82% | 0.82% | 0.82% | 0.82% |
Debt - Amortization Expense for
Debt - Amortization Expense for Debt Issuance Costs (Details) - Convertible Debt - Convertible Senior Notes $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Issuance Costs | |
Remaining 2022 | $ 572 |
2023 | 2,288 |
2024 | 2,288 |
2025 | 2,288 |
2026 | 491 |
Total | $ 7,927 |
Debt - Credit Agreement Narrati
Debt - Credit Agreement Narrative (Details) - USD ($) | Apr. 30, 2021 | Sep. 30, 2022 | Jun. 28, 2021 | Mar. 31, 2021 |
Line of Credit Facility [Line Items] | ||||
Debt issuance costs, gross | $ 27,700,000 | $ 11,400,000 | ||
Term Loan B Facility | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principle amount | $ 360,000,000 | |||
Long-term debt, term | 7 years | |||
Net proceeds | $ 325,000,000 | |||
Interest rate | 8.17% | |||
Term Loan B Facility | Secured Debt | Debt Discount | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs, gross | 10,800,000 | |||
Term Loan B Facility | Secured Debt | Deferred Financing Costs | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs, gross | $ 16,900,000 | |||
Term Loan B Facility | Secured Debt | Eurodollar | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate | 5% | |||
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 | |||
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt, net of debt issuance costs | $ 722,077 | $ 720,023 |
Secured Debt | Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Term Loan B Facility | 355,500 | 358,200 |
Debt instrument, unamortized discount | (8,552) | (9,738) |
Unamortized debt issuance costs | (13,344) | (15,196) |
Debt, net of debt issuance costs | $ 333,604 | $ 333,266 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 6,052 | $ 5,290 | $ 16,472 | $ 8,798 |
Amortization of debt discount | 394 | 399 | 1,186 | 664 |
Amortization of debt issuance costs | 616 | 622 | 1,852 | 1,036 |
Total interest expense | $ 7,062 | $ 6,311 | $ 19,510 | $ 10,498 |
Effective interest rate | 7.93% | 7% | 7.28% | 7% |
Debt - Amortization Expense f_2
Debt - Amortization Expense for the Term Loan B Facility Debt Discount and Issuance Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Discount | ||
Thereafter | $ 1,998 | |
Debt Issuance Costs | ||
Thereafter | 3,116 | |
Secured Debt | Term Loan B Facility | ||
Debt Discount | ||
Remaining 2022 | 394 | |
2023 | 1,564 | |
2024 | 1,548 | |
2025 | 1,532 | |
2026 | 1,516 | |
Total | 8,552 | $ 9,738 |
Debt Issuance Costs | ||
Remaining 2022 | 614 | |
2023 | 2,441 | |
2024 | 2,416 | |
2025 | 2,391 | |
2026 | 2,366 | |
Total | $ 13,344 | $ 15,196 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Nov. 04, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 50 | |
Subsequent Events | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, remaining authorized repurchase amount | $ 28.3 |