Magnite (MGNI) 10-Q 8 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 02, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-36384
Entity Registrant Name	MAGNITE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8881738
Entity Address, Address Line One	1250 Broadway,
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	243-2769
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	MGNI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		137,851,032
Entity Central Index Key	0001595974
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 310,509	$ 326,254
Accounts receivable, net	937,218	976,506
Prepaid expenses and other current assets	21,453	23,501
TOTAL CURRENT ASSETS	1,269,180	1,326,261
Property and equipment, net	46,112	44,969
Right-of-use lease asset	64,551	78,211
Internal use software development costs, net	21,630	23,671
Intangible assets, net	58,633	253,501
Goodwill	978,217	978,217
Other assets, non-current	6,686	7,383
TOTAL ASSETS	2,445,009	2,712,213
Current liabilities:
Accounts payable and accrued expenses	1,100,752	1,094,321
Lease liabilities, current	20,913	21,172
Debt, current	3,600	3,600
Other current liabilities	5,799	5,939
TOTAL CURRENT LIABILITIES	1,131,064	1,125,032
Debt, non-current, net of debt issuance costs	601,609	722,757
Lease liabilities, non-current	54,025	66,331
Deferred tax liability, net	4,400	5,072
Other liabilities, non-current	1,801	1,723
TOTAL LIABILITIES	1,792,899	1,920,915
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value, 10,000 shares authorized at September 30, 2023 and December 31, 2022; 0 shares issued and outstanding at September 30, 2023 and December 31, 2022	0	0
Common stock, $0.00001 par value; 500,000 shares authorized at September 30, 2023 and December 31, 2022; 137,821 and 134,006 shares issued and outstanding at September 30, 2023 and December 31, 2022	2	2
Additional paid-in capital	1,370,619	1,319,221
Accumulated other comprehensive loss	(3,639)	(3,151)
Accumulated deficit	(714,872)	(524,774)
TOTAL STOCKHOLDERS' EQUITY	652,110	791,298
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,445,009	$ 2,712,213

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (usd per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	10,000	10,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (usd per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	500,000	500,000
Common stock, shares, issued (in shares)	137,821	134,006
Common stock, shares, outstanding (in shares)	137,821	134,006

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 150,085	$ 145,815	$ 432,778	$ 401,670
Cost of revenue	84,878	71,753	339,881	196,150
Expenses:
Sales and marketing	38,227	49,848	136,407	151,675
Technology and development	23,537	25,134	71,135	71,214
General and administrative	21,286	20,235	68,023	59,405
Merger, acquisition, and restructuring costs	0	0	7,465	7,468
Total expenses	167,928	166,970	622,911	485,912
Loss from operations	(17,843)	(21,155)	(190,133)	(84,242)
Other (income) expense:
Interest expense, net	7,574	7,016	24,269	21,273
Foreign exchange gain, net	(1,471)	(1,976)	(1,542)	(5,042)
Gain on extinguishment of debt	(4,156)	0	(18,132)	0
Other income	(1,346)	(1,369)	(4,017)	(3,991)
Total other expense, net	601	3,671	578	12,240
Loss before income taxes	(18,444)	(24,826)	(190,711)	(96,482)
Benefit for income taxes	(967)	(435)	(613)	(2,544)
Net loss	$ (17,477)	$ (24,391)	$ (190,098)	$ (93,938)
Net loss per share:
Basic (in dollars per share)	$ (0.13)	$ (0.18)	$ (1.40)	$ (0.71)
Diluted (in dollars per share)	$ (0.13)	$ (0.18)	$ (1.40)	$ (0.71)
Weighted average shares used to compute net loss per share:
Basic (in shares)	137,372	133,144	136,084	132,611
Diluted (in shares)	137,372	133,144	136,084	132,611

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (17,477)	$ (24,391)	$ (190,098)	$ (93,938)
Other comprehensive income (loss):
Foreign currency translation adjustments	(962)	(1,972)	(488)	(3,917)
Other comprehensive loss	(962)	(1,972)	(488)	(3,917)
Comprehensive loss	$ (18,439)	$ (26,363)	$ (190,586)	$ (97,855)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Treasury Stock
Beginning Balance (in shares) at Dec. 31, 2021		132,553
Beginning Balance, treasury (in shares) at Dec. 31, 2021						(349)
Beginning Balance at Dec. 31, 2021	$ 880,757	$ 2	$ 1,282,589	$ (1,376)	$ (394,451)	$ (6,007)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		311
Exercise of common stock options	1,107		1,107
Issuance of common stock related to RSU and PSU vesting (in shares)		783
Shares withheld related to net share settlement (in shares)		(315)
Shares withheld related to net share settlement	(4,260)		(4,260)
Purchase of treasury stock (in shares)						(931)
Purchase of treasury stock	(12,138)					$ (12,138)
Retirement of common stock (in shares)		(1,280)				1,280
Retirement of common stock	0		(18,145)			$ 18,145
Stock-based compensation	16,927		16,927
Other comprehensive income (loss)	110			110
Net loss	(44,593)				(44,593)
Ending Balance, treasury (in shares) at Mar. 31, 2022						0
Ending Balance (in shares) at Mar. 31, 2022		132,052
Ending Balance at Mar. 31, 2022	837,910	$ 2	1,278,218	(1,266)	(439,044)	$ 0
Beginning Balance (in shares) at Dec. 31, 2021		132,553
Beginning Balance, treasury (in shares) at Dec. 31, 2021						(349)
Beginning Balance at Dec. 31, 2021	880,757	$ 2	1,282,589	(1,376)	(394,451)	$ (6,007)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income (loss)	(3,917)
Net loss	(93,938)
Ending Balance, treasury (in shares) at Sep. 30, 2022						0
Ending Balance (in shares) at Sep. 30, 2022		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, treasury (in shares) at Mar. 31, 2022						0
Beginning Balance at Mar. 31, 2022	837,910	$ 2	1,278,218	(1,266)	(439,044)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		164
Exercise of common stock options	501		501
Issuance of common stock related to employee stock purchase plan (in shares)		238
Issuance of common stock related to employee stock purchase plan	2,141		2,141
Issuance of common stock related to RSU and PSU vesting (in shares)		1,165
Shares withheld related to net share settlement (in shares)		(462)
Shares withheld related to net share settlement	(5,198)		(5,198)
Purchase of treasury stock (in shares)						(312)
Purchase of treasury stock	(3,525)					$ (3,525)
Retirement of common stock (in shares)		(312)				312
Retirement of common stock	0		(3,525)			$ 3,525
Stock-based compensation	16,559		16,559
Other comprehensive income (loss)	(2,055)			(2,055)
Net loss	(24,954)				(24,954)
Ending Balance, treasury (in shares) at Jun. 30, 2022						0
Ending Balance (in shares) at Jun. 30, 2022		132,845
Ending Balance at Jun. 30, 2022	821,379	$ 2	1,288,696	(3,321)	(463,998)	$ 0
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 and PSU 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 income (loss)	(1,972)			(1,972)
Net loss	(24,391)				(24,391)
Ending Balance, treasury (in shares) at Sep. 30, 2022						0
Ending Balance (in shares) at Sep. 30, 2022		133,349
Ending Balance at Sep. 30, 2022	$ 810,502	$ 2	1,304,182	(5,293)	(488,389)	$ 0
Beginning Balance (in shares) at Dec. 31, 2022	134,006	134,006
Beginning Balance, treasury (in shares) at Dec. 31, 2022						0
Beginning Balance at Dec. 31, 2022	$ 791,298	$ 2	1,319,221	(3,151)	(524,774)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		303
Exercise of common stock options	1,486		1,486
Issuance of common stock related to RSU and PSU vesting (in shares)		1,829
Shares withheld related to net share settlement (in shares)		(700)
Shares withheld related to net share settlement	(9,046)		(9,046)
Stock-based compensation	19,856		19,856
Other comprehensive income (loss)	367			367
Net loss	(98,732)				(98,732)
Ending Balance, treasury (in shares) at Mar. 31, 2023						0
Ending Balance (in shares) at Mar. 31, 2023		135,438
Ending Balance at Mar. 31, 2023	$ 705,229	$ 2	1,331,517	(2,784)	(623,506)	$ 0
Beginning Balance (in shares) at Dec. 31, 2022	134,006	134,006
Beginning Balance, treasury (in shares) at Dec. 31, 2022						0
Beginning Balance at Dec. 31, 2022	$ 791,298	$ 2	1,319,221	(3,151)	(524,774)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income (loss)	(488)
Net loss	$ (190,098)
Ending Balance, treasury (in shares) at Sep. 30, 2023						0
Ending Balance (in shares) at Sep. 30, 2023	137,821	137,821
Ending Balance at Sep. 30, 2023	$ 652,110	$ 2	1,370,619	(3,639)	(714,872)	$ 0
Beginning Balance (in shares) at Mar. 31, 2023		135,438
Beginning Balance, treasury (in shares) at Mar. 31, 2023						0
Beginning Balance at Mar. 31, 2023	705,229	$ 2	1,331,517	(2,784)	(623,506)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		74
Exercise of common stock options	610		610
Issuance of common stock related to employee stock purchase plan (in shares)		202
Issuance of common stock related to employee stock purchase plan	1,922		1,922
Issuance of common stock related to RSU and PSU vesting (in shares)		1,215
Shares withheld related to net share settlement (in shares)		(70)
Shares withheld related to net share settlement	(631)		(631)
Stock-based compensation	19,230		19,230
Other comprehensive income (loss)	107			107
Net loss	(73,889)				(73,889)
Ending Balance, treasury (in shares) at Jun. 30, 2023						0
Ending Balance (in shares) at Jun. 30, 2023		136,859
Ending Balance at Jun. 30, 2023	652,578	$ 2	1,352,648	(2,677)	(697,395)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		15
Exercise of common stock options	60		60
Issuance of common stock related to RSU and PSU vesting (in shares)		947
Stock-based compensation	17,911		17,911
Other comprehensive income (loss)	(962)			(962)
Net loss	$ (17,477)				(17,477)
Ending Balance, treasury (in shares) at Sep. 30, 2023						0
Ending Balance (in shares) at Sep. 30, 2023	137,821	137,821
Ending Balance at Sep. 30, 2023	$ 652,110	$ 2	$ 1,370,619	$ (3,639)	$ (714,872)	$ 0

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
OPERATING ACTIVITIES:
Net loss	$ (190,098)	$ (93,938)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	224,000	138,641
Stock-based compensation	55,462	50,193
Impairment of intangible assets	0	3,320
Gain on extinguishment of debt	(18,132)	0
Gain on disposal of property and equipment	(49)	(59)
Provision for (recovery of) doubtful accounts	4,439	(357)
Amortization of debt discount and issuance costs	4,816	5,092
Non-cash lease expense	(804)	1,340
Deferred income taxes	(676)	(1,626)
Unrealized foreign currency gain, net	(3,734)	(5,231)
Other items, net	2,696	0
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable	19,033	125,268
Prepaid expenses and other assets	2,054	(1,751)
Accounts payable and accrued expenses	26,341	(116,575)
Other liabilities	(66)	(472)
Net cash provided by operating activities	125,282	103,845
INVESTING ACTIVITIES:
Purchases of property and equipment	(17,139)	(18,004)
Capitalized internal use software development costs	(8,200)	(11,177)
Mergers and acquisitions, net	0	(20,755)
Net cash used in investing activities	(25,339)	(49,936)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options	2,156	1,771
Proceeds from issuance of common stock under employee stock purchase plan	1,922	2,141
Repayment of debt	(2,700)	(2,700)
Repurchase of Convertible Senior Notes	(104,793)	0
Repayment of financing lease	(276)	(602)
Purchase of treasury stock	0	(15,663)
Taxes paid related to net share settlement	(9,677)	(11,859)
Payment of indemnification claims holdback	(2,313)	(1,409)
Net cash used in financing activities	(115,681)	(28,321)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(209)	(2,484)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(15,947)	23,104
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period	326,502	230,693
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period	310,555	253,797
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	310,509	253,552
Restricted cash included in prepaid expenses and other current assets	46	245
Total cash, cash equivalents and restricted cash	310,555	253,797
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes	4,601	4,356
Cash paid for interest	27,609	18,624
Capitalized assets financed by accounts payable and accrued expenses and other liabilities	3,226	10,195
Capitalized stock-based compensation	1,535	1,017
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	3,797	11,542
Purchase consideration - indemnification claims holdback	$ 0	$ 2,293

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Organization and Summary of Significant Accounting Policies	Organization and Summary of Significant Accounting Policies Company Overview Magnite, Inc. ("Magnite" or the "Company") was formed in Delaware and began operations on April 20, 2007. On April 1, 2020, Magnite completed a stock-for-stock merger with Telaria, Inc. ("Telaria" and such merger the "Telaria Merger"), a leading sell-side advertising platform and provider of connected television ("CTV") technology. On April 30, 2021, the Company completed its acquisition of SpotX, Inc. ("SpotX" and such acquisition the "SpotX Acquisition"), a leading CTV and video advertising platform. On July 1, 2021, the Company completed its acquisition of SpringServe, LLC ("SpringServe" and such acquisition the "SpringServe Acquisition"), a leading ad serving platform for CTV. Magnite has its principal offices in New York City, Los Angeles, Denver, London, and Sydney, and additional offices in Europe, Asia, North America, and South America. The Company provides a technology solution to automate the purchase and sale of digital advertising inventory for buyers and sellers globally, across all channels, formats and auction types. The Company’s platform features applications and services for sellers of digital advertising inventory, or publishers, that own or operate websites, applications, CTV channels, and other digital media properties, to manage and monetize their inventory; applications and services for buyers, including advertisers, agencies, agency trading desks, and demand side platforms, to buy digital advertising inventory; and a transparent, independent marketplace that brings buyers and sellers together and facilitates intelligent decision making and automated transaction execution at scale. The Company's clients include many of the world's leading sellers and buyers of digital advertising inventory. Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2023, or for any future year. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in its 2022 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in its Annual Report on Form 10-K. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty of macroeconomic challenges, such as inflation, global conflict, capital market disruptions and instability of financial institutions, the risk of a recession, labor strikes, and other macroeconomic factors, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the nine months ended September 30, 2023, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2023, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates. Recently Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share The following table presents the basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands, except per share data) Basic and Diluted Loss Per Share: Net loss $ (17,477) $ (24,391) $ (190,098) $ (93,938) Weighted-average common shares outstanding 137,372 133,144 136,084 132,611 Weighted-average common shares outstanding used to compute net loss per share 137,372 133,144 136,084 132,611 Basic and diluted loss per share $ (0.13) $ (0.18) $ (1.40) $ (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, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) Options to purchase common stock 1,656 1,280 1,702 1,985 Unvested restricted stock units 1,987 903 1,962 1,600 Unvested performance stock units — 54 112 113 ESPP shares 84 49 37 23 Convertible Senior Notes 4,746 6,262 5,357 6,262 Total shares excluded from net loss per share 8,473 8,548 9,170 9,983 For the three and nine months ended September 30, 2023 and 2022, the Company excluded outstanding performance stock units from the calculation of diluted net loss per share because they were anti-dilutive. As of September 30, 2023, the performance stock units granted in 2021, 2022, and 2023 had expected achievement levels of 0%, 50% and 32%, respectively. As of September 30, 2022, the performance stock units granted in 2020, 2021, and 2022 had expected achievement levels of 53%, 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, 2023 and September 30, 2022, shares that would be issuable assuming conversion of all of the Convertible Senior Notes (as defined in Note 13) were excluded from the calculation of diluted loss per share because they were anti-dilutive. Diluted earnings per share for the Convertible Senior Notes is calculated under the if-converted method in accordance with ASC 260, Earnings Per Share

Revenue

Revenue	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue	RevenueFor the majority of transactions on the Company's platform, the Company reports revenue on a net basis as it does not act as the principal in the purchase and sale of digital advertising inventory because it does not have control of the digital advertising inventory and does not set prices agreed upon within the auction marketplace. For certain advertising campaigns that are transacted through insertion orders, the Company reports revenue on a gross basis, based primarily on its determination that the Company acts as the primary obligor in the delivery of advertising campaigns for buyers with respect to such transactions. The following table presents the Company's revenue recognized on a net basis and on a gross basis for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands, except percentages) Revenue: Net basis $ 123,703 82 % $ 116,999 80 % $ 355,088 82 % $ 330,015 82 % Gross basis 26,382 18 28,816 20 77,690 18 71,655 18 Total $ 150,085 100 % $ 145,815 100 % $ 432,778 100 % $ 401,670 100 % The following table presents the Company's revenue by channel for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands, except percentages) Channel: CTV $ 67,765 45 % $ 71,604 49 % $ 198,604 46 % $ 187,619 47 % Mobile 56,329 38 45,994 32 159,545 37 130,111 32 Desktop 25,991 17 28,217 19 74,629 17 83,940 21 Total $ 150,085 100 % $ 145,815 100 % $ 432,778 100 % $ 401,670 100 % 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, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) United States $ 111,281 $ 113,851 $ 322,923 $ 310,870 International 38,804 31,964 109,855 90,800 Total $ 150,085 $ 145,815 $ 432,778 $ 401,670 Payment terms are specified in agreements between the Company and the buyers and sellers on its platform. The Company generally bills buyers at the end of each month for the full purchase price of impressions filled in that month. The Company recognizes volume discounts as a reduction of revenue as they are incurred. Specific payment terms may vary by agreement, but are generally 75 days or less. The Company's accounts receivable are recorded at the amount of gross billings to buyers, net of allowances for the amounts the Company is responsible to collect. The Company's accounts payable related to amounts due to sellers are recorded at the net amount payable to sellers (see Note 5). Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed quarterly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivable is presented net of an allowance for doubtful accounts of $19.6 million at September 30, 2023, and $1.1 million at December 31, 2022. Accounts receivable are written off against the allowance for doubtful accounts when the Company determines amounts are no longer collectible. The Company reviews the associated payable to sellers for recovery of buyer receivable allowance and write-offs; in some cases, the Company can reduce the payable to sellers. The reduction of seller payables related to recovery of uncollected buyer receivables is netted against allowance expense. The contra seller payables related to recoveries were $0.5 million and $0.6 million as of September 30, 2023 and December 31, 2022, respectively. The following is a summary of activity in the allowance for doubtful accounts for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) Allowance for doubtful accounts, beginning balance $ 19,643 $ 871 $ 1,092 $ 3,475 Write-offs (30) (518) (773) (527) Increase (decrease) in provision for expected credit losses (18) 455 19,276 (2,227) Recoveries of previous write-offs 11 — 11 87 Allowance for doubtful accounts, ending balance $ 19,606 $ 808 $ 19,606 $ 808 During the three and nine months ended September 30, 2023, the provision for expected credit losses associated with accounts receivable decreased by an immaterial amount and increased by $19.3 million, respectively, offset by increases of contra seller payables related to recoveries of uncollected buyer receivables of $0.2 million and $14.8 million, respectively, which resulted in $0.2 million of bad debt recoveries and $4.4 million of bad debt expense, respectively. The increase in the provision for expected credit losses was primarily attributed to one buyer filing for bankruptcy, resulting in $4.5 million of bad debt expense in the nine months ended September 30, 2023. 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Recurring Fair Value Measurements Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at September 30, 2023: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 45,109 $ 45,109 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2022: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 259,647 $ 259,647 $ — $ — At September 30, 2023 and December 31, 2022, cash equivalents of $45.1 million and $259.6 million, respectively, consisted of money market funds and commercial paper, with original maturities of three months or less. The carrying amounts of cash equivalents are classified as Level 1 or Level 2 depending on whether or not their fair values are based on quoted market prices for identical securities that are traded in an active market. At September 30, 2023 and December 31, 2022, the Company had Convertible Senior Notes and its Term Loan B Facility (as defined in Note 13) included in its balance sheets. The estimated fair value of the Company's Convertible Senior Notes was $233.8 million and $305.0 million as of September 30, 2023 and December 31, 2022, respectively. The estimated fair value of Convertible Senior Notes is based on market rates and the closing trading price of the Convertible Senior Notes as of September 30, 2023 and December 31, 2022 and is classified as Level 2 in the fair value hierarchy. At September 30, 2023 and December 31, 2022, the estimated fair value of the Company's Term Loan B Facility was $354.1 million and $333.3 million, respectively. The estimated fair value is based on borrowing rates currently available to the Company for financing with similar terms and is classified as Level 2 in the fair value hierarchy. There were no transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 30, 2023 and 2022.

Other Balance Sheet Amounts

Other Balance Sheet Amounts	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other Balance Sheet Amounts	Other Balance Sheet Amounts Accounts payable and accrued expenses included the following: September 30, 2023 December 31, 2022 (in thousands) Accounts payable—seller $ 1,063,131 $ 1,057,556 Accounts payable—trade 22,595 19,387 Accrued employee-related payables 15,026 15,065 Accrued holdback - indemnification claims — 2,313 Total $ 1,100,752 $ 1,094,321

Goodwill, Intangible Assets, an

Goodwill, Intangible Assets, and Internal Use Software Development Costs	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Intangible Assets, and Internal Use Software Development Costs	Goodwill, Intangible Assets, and Internal Use Software Development CostsThe Company's goodwill balance as of September 30, 2023 and December 31, 2022 was $978.2 million. The Company’s intangible assets as of September 30, 2023 and December 31, 2022 included the following: September 30, 2023 December 31, 2022 (in thousands) Amortizable intangible assets: Developed technology $ 109,736 $ 390,136 Customer relationships 37,300 136,000 In-process research and development 8,830 12,730 Trademarks 900 900 Non-compete agreements 400 900 Total identifiable intangible assets, gross 157,166 540,666 Accumulated amortization—intangible assets: Developed technology (70,666) (184,439) Customer relationships (22,536) (97,316) In-process research and development (4,319) (4,398) Trademarks (675) (450) Non-compete agreements (337) (562) Total accumulated amortization—intangible assets (98,533) (287,165) Total identifiable intangible assets, net $ 58,633 $ 253,501 Amortization of intangible assets for the three months ended September 30, 2023 and 2022 was $29.8 million and $38.1 million, respectively, and $194.9 million and $115.3 million for the nine months ended September 30, 2023 and 2022, respectively. During the first quarter of 2022, the Company abandoned certain in-process research and development projects and technology intangible assets. The abandonment resulted in $3.3 million of impairment costs in the nine months ended September 30, 2022, which was included within merger, acquisition, and restructuring costs in the condensed consolidated statement of operations. During the fourth quarter of 2022, the Company reassessed the remaining estimated useful lives of the developed technology and in-process research and development related to the SpotX acquisition based on the remaining expected benefit from those assets. The change in the remaining estimated useful lives for developed technology and in-process research and development resulted in increased amortization expense of $7.8 million and $111.9 million for the three and nine months ended September 30, 2023, respectively. The increased amortization expense increased the basic and diluted loss per share by $0.06 and $0.82, net of tax, for the three and nine months ended September 30, 2023, respectively. The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of September 30, 2023: Fiscal Year Amount (in thousands) Remaining 2023 $ 7,622 2024 30,134 2025 14,445 2026 6,001 2027 431 Total $ 58,633 The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure. During the fourth quarter of 2022, the Company reassessed the remaining estimated useful lives of capitalized software projects related to integration of its technology platforms. The change in the remaining estimated useful lives for the related projects resulted in increased amortization expense of $0.1 million and $2.4 million for the three and nine months ended September 30, 2023, respectively. The increased amortization expense, net of tax, did not impact basic and diluted loss per share for the three months ended September 30, 2023 and increased the basic and diluted loss per share by $0.02, net of tax, for the nine months ended September 30, 2023.

Business Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations 2022 Acquisition—CarbonThe Company completed the acquisition of Carbon (AI) Limited ("Carbon" and such acquisition the "Carbon Acquisition"), a platform that enables publishers to measure, manage, and monetize audience segments, in February 2022 for a total purchase price of $23.1 million in cash. Approximately $2.3 million of the purchase price was held back to cover possible indemnification claims, which was subsequently paid out in February 2023.

Merger, Acquisition, and Restru

Merger, Acquisition, and Restructuring Costs	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Merger, Acquisition, and Restructuring Costs	Merger, Acquisition, and Restructuring Costs Merger, acquisition, and restructuring costs consist primarily of professional services fees and employee termination costs, including stock-based compensation charges, associated with the SpotX Acquisition and restructuring activities. The following table summarizes merger, acquisition, and restructuring cost activity (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 (in thousands) Personnel related (severance and one-time termination benefit costs) $ 3,218 $ 1,227 Loss contracts (facilities related) 2,190 — Exit costs 1,408 — Impairment of property and equipment, net 506 — Non-cash stock-based compensation (double-trigger acceleration and severance) 143 2,004 Impairment costs of abandoned technology — 3,320 Professional services (investment banking advisory, legal and other professional services) — $ 917 Total merger, acquisition, and restructuring costs $ 7,465 $ 7,468 During the nine months ended September 30, 2023 and 2022, the Company incurred merger, acquisition, and restructuring costs of $7.5 million. During the nine months ended September 30, 2023, these activities included the Company's reduction of its global workforce primarily associated with the elimination of duplicative roles and other costs associated with the consolidation of its legacy CTV and SpotX CTV platforms following the SpotX Acquisition, including loss contracts for office facilities the Company does not plan to continue to occupy and impairment charges related to certain assets it no longer plans to utilize. During the nine months ended September 30, 2022 the Company incurred restructuring costs following the SpotX Acquisition. Accrued restructuring costs related to mergers and acquisitions were $1.6 million and $1.2 million at September 30, 2023 and December 31, 2022, respectively, and were primarily related the Company's consolidation of its platforms as mentioned above and the Telaria Merger. Accrued restructuring costs associated with personnel costs are included within accounts payable and accrued expenses and accruals related to exit costs are included within other current liabilities and other liabilities, non-current on the Company's condensed consolidated balance sheets. (in thousands) Accrued restructuring costs at December 31, 2022 $ 1,222 Personnel related and non-cash stock-based compensation 3,361 Loss contracts (facilities related) 2,190 Exit costs 1,408 Impairment of property and equipment, net 506 Cash paid for restructuring costs (4,254) Non-cash loss contracts (facilities related) (2,190) Non-cash impairments (506) Non-cash stock-based compensation (143) Accrued restructuring costs at September 30, 2023 $ 1,594

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Stock Options A summary of stock option activity for the nine months ended September 30, 2023 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2022 4,672 $ 8.71 Granted 130 $ 10.59 Exercised (392) $ 5.49 Expired (144) $ 21.08 Outstanding at September 30, 2023 4,266 $ 8.65 5.6 years $ 8,281 Exercisable at September 30, 2023 3,550 $ 7.36 5.1 years $ 8,026 The total intrinsic value of options exercised during the nine months ended September 30, 2023 was $2.2 million. At September 30, 2023, the Company had unrecognized employee stock-based compensation expense relating to nonvested stock options of approximately $6.5 million, which is expected to be recognized over a weighted-average period of 2.1 years. Total grant date fair value of options vested during the nine months ended September 30, 2023 was $3.9 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, 2023 was $7.27 per share. The weighted-average input assumptions used by the Company were as follows: Nine Months Ended September 30, 2023 September 30, 2022 Expected term (in years) 5.0 5.0 Risk-free interest rate 3.99 % 1.63 % Expected volatility 84 % 79 % Dividend yield — % — % Restricted Stock Units A summary of restricted stock unit ("RSU") activity for the nine months ended September 30, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Restricted stock units outstanding at December 31, 2022 10,000 $ 15.06 Granted 7,244 $ 10.81 Canceled (1,300) $ 13.44 Vested and released (3,853) $ 14.33 Restricted stock units outstanding at September 30, 2023 12,091 $ 12.92 The weighted-average grant date fair value per share of restricted stock units granted during the nine months ended September 30, 2023 was $10.81. The intrinsic value of restricted stock units that vested during the nine months ended September 30, 2023 was $44.5 million. At September 30, 2023, the intrinsic value of unvested restricted stock units was $91.2 million. At September 30, 2023, the Company had unrecognized stock-based compensation expense relating to unvested restricted stock units of approximately $135.3 million, which is expected to be recognized over a weighted-average period of 2.8 years. Performance Stock Units The Company has granted performance stock units ("PSU") to select executive employees that vest based on share price metrics tied to total shareholder return relative to a peer group over a three-year period. The grant date fair value for such PSUs was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. Between 0% and 150% of the performance stock units will vest on the third anniversary of the respective grant date. The Company has additionally granted PSUs to the Company's CEO which are subject to both time-based and performance-based vesting conditions. The PSUs consist of three equal tranches (each, a "Performance Tranche"), based on achievement of a share price condition if the Company achieves share price targets of $60.00, $80.00, and $100.00, respectively, over 60 consecutive trading days during a performance period commencing on August 26, 2022 and ending on August 26, 2026. The grant date fair value for such PSUs was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. To the extent any of the performance-based requirements are met, the Company's CEO must also provide continued service to the Company through at least August 26, 2024 to receive any shares of common stock underlying the grant and through August 26, 2026 to receive all of the shares of common stock underlying the performance units that have satisfied the applicable performance-based requirement. Stock-based compensation expense for PSUs is based on a performance measurement of 100%. The compensation expense will not be reversed if the performance metrics are not met. A summary of performance stock units activity for the nine months ended September 30, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Outstanding at December 31, 2022 639 $ 19.02 Granted 474 $ 13.32 Vested (138) $ 6.15 Forfeited (8) $ 6.15 Outstanding at September 30, 2023 967 $ 18.17 The grant date fair value for the PSUs was estimated using a Monte-Carlo simulation model. The weighted-average input assumptions used by the Company were as follows: Nine Months Ended September 30, 2023 September 30, 2022 Expected term (in years) 3.0 3.0 Risk-free interest rate 4.19 % 1.39 % Expected volatility of Magnite 94 % 84 % Expected volatility of selected peer companies 64 % 63 % Expected correlation coefficients of Magnite 0.62 0.56 Expected correlation coefficients of selected peer companies 0.54 0.52 Dividend yield — % — % The intrinsic value of performance stock units that vested during the nine months ended September 30, 2023 was $1.2 million. At September 30, 2023, the intrinsic value of unvested performance stock units based on expected achievement levels was $1.5 million. As of September 30, 2023, the Company had unrecognized stock-based compensation expense relating to outstanding PSUs of approximately $9.4 million, which will be recognized over a weighted-average period of 2.4 years. 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, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) Cost of revenue $ 446 $ 424 $ 1,373 $ 1,191 Sales and marketing 6,371 5,491 20,869 16,257 Technology and development 4,999 6,576 15,918 16,645 General and administrative 5,652 4,911 17,159 14,096 Merger, acquisition, and restructuring costs — — 143 2,004 Total stock-based compensation expense $ 17,468 $ 17,402 $ 55,462 $ 50,193

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income. The Company's annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, deductible stock option expenses, nondeductible executive compensation, and changes in the Company's valuation allowance. The Company recorded an income tax benefit of $1.0 million and $0.6 million for the three and nine months ended September 30, 2023, respectively, and an income tax benefit of $0.4 million and $2.5 million for the three and nine months ended September 30, 2022, respectively. The tax benefit for the three and nine months ended September 30, 2023 and September 30, 2022 are primarily the result of the Company's ability to recognize deferred tax assets ("DTAs") subject to the domestic valuation allowance and the foreign income tax provision. The Company continues to maintain a partial valuation allowance for the domestic DTAs. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the “IRA”) into law. The IRA includes a new corporate alternative minimum tax (the “Corporate AMT”) of 15% on the adjusted financial statement income (the “AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period. The Corporate AMT is effective for tax years beginning after December 31, 2022 and is not expected to impact the Company. Additionally, the IRA imposes an excise tax of 1% on the fair market value of net stock repurchases made after December 31, 2022. The Company has not repurchased shares during the nine months ended September 30, 2023. Due to uncertainty as to the realization of benefits from the Company's domestic and certain international DTAs, including net operating loss carryforwards and research and development tax credits, the Company has a partial valuation allowance reserved against such assets. The Company intends to continue to maintain a partial valuation allowance on the DTAs until there is sufficient evidence to support the reversal of all or some additional portion of these allowances. Due to the net operating loss carryforwards, all of the Company's United States federal and a majority of its state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception. For the Netherlands, Malaysia, India, Sweden, and the United Kingdom, all tax years remain open for examination by the local country tax authorities, for France only 2020 and forward are open, for Singapore only 2019 and forward are open for examination, for Australia, Brazil, Germany, and New Zealand 2018 and forward are open for examination, for Canada 2017 and forward are open for examination, and for Japan and Italy 2016 and forward remain open for examination. Pursuant to Section 382 of the Internal Revenue Code, the Company and Telaria, Inc. both underwent ownership changes for tax purposes (i.e. a more than 50% change in stock ownership in aggregated 5% shareholders) on April 1, 2020 due to the Telaria Merger. As a result, the use of our total domestic NOL carryforwards and tax credits generated prior to the ownership change will be subject to annual use limitations under Section 382 and Section 383 of the Code and comparable state income tax laws. The Company believes that the ownership change will not impact our ability to utilize substantially all of our NOLs and state research and development carryforward tax credits to the extent it will generate taxable income that can be offset by such losses. The Company reasonably expects its pre-2021 federal research and development carryforward tax credits will not be recovered prior to expiration. There was no material change to the Company's unrecognized tax benefits in the nine months ended September 30, 2023 and the Company does not expect to have any material changes to unrecognized tax benefits through the end of the fiscal year.

Lease Obligations

Lease Obligations	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Lease Obligations	Lease ObligationsOperating lease expense associated with leases included in the lease liability and right of use ("ROU") asset on the condensed consolidated balance sheets were $5.9 million and $5.9 million for the three months ended September 30, 2023 and 2022, respectively, and $18.8 million and $17.0 million, for the nine months ended September 30, 2023 and 2022, respectively. For lease expenses not included in the Company's ROU asset and lease liability balances, the Company recognized short term lease expense of $0.1 million and $0.3 million and variable lease expense of $0.9 million and $0.7 million during the three months ended September 30, 2023 and 2022, respectively. The Company recognized short term lease expense of $0.4 million and $0.9 million and variable lease expense of $2.7 million and $1.9 million during the nine months ended September 30, 2023 and 2022, respectively. The Company also received rental income of $1.3 million and $1.3 million for real estate leases for which it subleases the property to third parties during the three months ended September 30, 2023 and 2022, respectively, and $4.0 million and $3.9 million during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, a weighted average discount rate of 6.19% and 6.11%, respectively, has been applied to the remaining lease payments to calculate the lease liabilities included within the condensed consolidated balance sheet. The lease terms of the Company’s operating leases generally range from one year to ten years, and the weighted average remaining lease term of leases included in the lease liability is 5.3 years and 5.6 years as of September 30, 2023 and December 31, 2022, respectively. The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of September 30, 2023 (in thousands): Fiscal Year Remaining 2023 $ 6,576 2024 23,534 2025 15,232 2026 12,217 2027 7,664 Thereafter 22,152 Total lease payments (undiscounted) 87,375 Less: imputed interest (12,437) Lease liabilities—total (discounted) $ 74,938

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company has commitments under non-cancelable operating leases for facilities, certain equipment, and its managed data center facilities (Note 11). As of September 30, 2023 and December 31, 2022, the Company had $5.2 million and $5.3 million, respectively, of letters of credit associated with office leases available for borrowing, on which there were no outstanding borrowings as of either date. In the normal course of business, the Company enters into non-cancelable contractual obligations with various parties, primarily related to software services agreements and data center providers. As of September 30, 2023, the Company's outstanding non-cancelable contractual obligations with a remaining term of one year or longer consist of the following (in thousands): Fiscal Year Remaining 2023 $ 21,268 2024 66,454 2025 23,667 Total $ 111,389 The amounts above include commitments under a cloud-managed services agreement, under which the Company has a non-cancelable minimum spend commitment from July 2023 to June 2025 of $57.6 million in each twelve-month period (i.e. July 2023 to June 2024 and July 2024 to June 2025). The minimum spend commitment reflected above approximates the manner in which the Company expects to fulfill the obligations. Guarantees and Indemnification The Company’s agreements with sellers, buyers, and other third parties typically obligate the Company to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally, these indemnity and defense obligations relate to the Company’s own business operations, obligations, and acts or omissions. However, under some circumstances, the Company agrees to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. For example, because the Company’s business interposes the Company between buyers and sellers in various ways, buyers often require the Company to indemnify them against acts and omissions of sellers, and sellers often require the Company to indemnify them against acts and omissions of buyers. In addition, the Company’s agreements with sellers, buyers, and other third parties typically include provisions limiting the Company’s liability to the counterparty, and the counterparty’s liability to the Company. These limits sometimes do not apply to certain liabilities, including indemnity obligations. These indemnity and limitation of liability provisions generally survive termination or expiration of the agreements in which they appear. The Company has also entered into indemnification agreements with its directors, executive officers, and certain other officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No material demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements. Litigation The Company and its subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to their business activities and to the Company’s status as a public company. Such matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of the Company’s business, regulatory investigations 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, 2023. However, based on management’s knowledge as of September 30, 2023, management believes that the final resolution of these matters known at such date, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows. Employment Contracts

Debt

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt Long term debt as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 (in thousands) Convertible Senior Notes $ 275,067 $ 400,000 Less: Unamortized debt issuance cost (3,878) (7,355) Net 271,189 392,645 Term Loan B Facility 351,900 354,600 Less: Unamortized discount and debt issuance cost (17,880) (20,888) Net 334,020 333,712 Less: Current portion (3,600) (3,600) Total non-current debt $ 601,609 $ 722,757 Maturities of the principal amount of the Company's long-term debt as of September 30, 2023 are as follows (in thousands): Fiscal Year Remaining 2023 900 2024 3,600 2025 3,600 2026 278,667 2027 3,600 Thereafter 336,600 Total $ 626,967 Amortization of the debt issuance cost and the discount associated with our indebtedness totaled $1.4 million and $4.5 million for the three and nine months ended September 30, 2023, respectively, and $1.6 million and $4.8 million for the three and nine months ended September 30, 2022, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. In addition, amortization of deferred financing costs was $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2022, respectively. Deferred financing costs are included in prepaid expenses and other current assets and other assets, non-current assets. Convertible Senior Notes and Capped Call Transactions In March 2021, the Company issued $400.0 million aggregate principal amount of 0.25% convertible senior notes in a private placement, including $50.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the "Convertible Senior Notes"). The Convertible Senior Notes will mature on March 15, 2026, unless earlier repurchased, redeemed or converted. The total net proceeds from the offering, after deducting debt issuance costs, paid by the Company, were approximately $388.6 million. The Company used approximately $39.0 million of the net proceeds from the offering to pay for the Capped Call Transactions (as described below). The Convertible Senior Notes are senior, unsecured obligations and are (i) equal in right of payment with the existing and future senior, unsecured indebtedness; (ii) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the Convertible Senior Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including amounts outstanding under our Loan Agreement or our new Credit Agreement (see section below); and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of the Company’s subsidiaries that do not guarantee the Convertible Senior Notes. The Convertible Senior Notes accrue interest at 0.25% per annum payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Convertible Senior Notes will mature on March 15, 2026 unless they are redeemed, repurchased or converted prior to such date. The Convertible Senior Notes are convertible at the option of holders only during certain periods and upon satisfaction of certain conditions. Holders have the right to convert their notes (or any portion of a note in an authorized denomination), in the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (iv) if the Company calls such Convertible Senior Notes for redemption; and (v) on or after September 15, 2025, until the close of business on the second scheduled trading day immediately before the maturity date, holders of the Convertible Senior Notes may, at their option, convert all or a portion of their Convertible Senior Notes regardless of the foregoing conditions at any time from, and including, September 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Convertible Senior Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the Company’s common stock, at the Company’s election. All conversions with a conversion date that occurs on or after September 15, 2025 will be settled using the same settlement method, and the Company will send notice of such settlement method to noteholders no later than the open of business on September 15, 2025. The Company may not redeem the Convertible Senior Notes at their option at any time before March 20, 2024. Subject to the terms of the indenture agreement, the Company has the right, at its election, to redeem all, or any portion (subject to the partial redemption limitation) in an authorized denomination, of the Convertible Senior Notes, at any time, and from time to time, on a redemption date on or after March 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, for cash, but only if the "last reported sale price," as defined under the Offering Memorandum, per share of common stock exceeds 130% of the “conversion price” on (i) each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any note for redemption will constitute a "make-whole fundamental change" (as defined below) with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. If the Company elects to redeem less than all of the outstanding notes, then the redemption will not constitute a make-whole fundamental change with respect to the notes not called for redemption, and holders of the notes not called for redemption will not be entitled to an increased conversion rate for such notes as described above on account of the redemption, except to the limited extent described further below. No sinking fund is provided for the Convertible Senior Notes, which means that the Company is not required to redeem or retire the Convertible Senior Notes periodically. If a fundamental change occurs, then each noteholder will have the right to require the Company to repurchase its notes (or any portion thereof in an authorized denomination) for cash on a date (the "fundamental change repurchase date") of the Company’s choosing, which must be a business day that is no more than 45, nor less than 20, business days after the date the Company distributes the related fundamental change notice. If an event of default, other than a reporting default remedied by special interest as defined in the indenture agreement, occurs with respect to the Company or any guarantor, then the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. If an event of default (other than a reporting event of default described above with respect to the Company or any guarantor and not solely with respect to a significant subsidiary of the Company’s or a guarantor, other than the Company or such guarantor) occurs and is continuing, then, the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of notes then outstanding, by written notice to the Company and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding to become due and payable immediately. The Convertible Senior Notes have an initial conversion rate of 15.6539 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which will be subject to customary anti-dilution adjustments in certain circumstances. In connection with the pricing of the Convertible Senior Notes, the Company entered into privately negotiated capped call transactions with various financial institutions (the "Capped Call Transactions"). The Capped Call Transactions were entered into with third party broker-dealers to limit the potential dilution that would occur if the Company has to settle the conversion value in excess of the principal in shares. This exposure will be covered (i.e., the Company will receive as many shares as are required to be issued between the conversion price of $63.8818 and the maximum price of $91.2600). Any shares required to be issued by the Company over this amount would have net earnings per share dilution impact. By entering into the Capped Call Transactions, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. The Company paid $39.0 million for the Capped Call Transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Convertible Senior Notes. The cost of the Capped Call Transactions is not expected to be tax deductible as the Company did not elect to integrate the capped call into the Convertible Senior Notes for tax purposes. The cost of the Capped Call Transaction was recorded as a reduction of the Company’s additional paid-in capital in the accompanying condensed consolidated financial statements. The Company incurred debt issuance costs of $11.4 million in March 2021. The Convertible Senior Notes are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Convertible Senior Notes and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations. During the three and nine months ended September 30, 2023, the Company repurchased its Convertible Senior Notes in the open market with cash on hand for $29.8 million and $104.8 million, respectively. The Company recognized a gain on extinguishment of debt of $4.2 million and $18.1 million related to the repurchase of $34.5 million and $124.9 million of principal balance of Convertible Senior Notes and $0.5 million and $2.0 million, of unamortized debt issuance costs associated with the extinguished debt during the three and nine months ended September 30, 2023, respectively. The gain on extinguishment is included in other (income) expense in the Company's condensed consolidated statement of operations. The following table sets forth interest expense related to the Convertible Senior Notes for the three and nine months ended September 30, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Contractual interest expense $ 189 $ 250 $ 642 $ 750 Amortization of debt issuance costs 434 572 1,470 1,716 Total interest expense $ 623 $ 822 $ 2,112 $ 2,466 Effective interest rate 0.82 % 0.82 % 0.82 % 0.82 % Amortization expense for the Company's debt issuance costs related to the Convertible Senior Notes for the fiscal years 2023 through 2026 is as follows (in thousands): Fiscal Year Debt Issuance Costs Remaining 2023 394 2024 1,573 2025 1,573 2026 338 Total $ 3,878 Credit Agreement On April 30, 2021, the Company entered into a credit agreement (the "Credit Agreement") with Goldman Sachs Bank USA as administrative agent and collateral agent, and other lender parties thereto. The Credit Agreement provides for a $360.0 million seven-year senior secured term loan facility ("Term Loan B Facility"), which matures in April 2028, and a $52.5 million senior secured revolving credit facility (the "Revolving Credit Facility"), which matures in December 2025. As part of the Term Loan B Facility, the Company received $325 million in proceeds, net of discounts and fees, which were used to finance the SpotX Acquisition and related transactions, and for general corporate purposes. Loans, if any, under the Revolving Credit Facility are expected to be used for general corporate purposes. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the Credit Agreement. Amounts outstanding under the Credit Agreement accrue interest at a rate equal to either, (1) for the Term Loan B Facility, at the Company’s election, the Eurodollar Rate (as defined in the Credit Agreement) plus a margin of 5.00% per annum, or ABR (as defined in the Credit Agreement) plus a margin of 4.00%, and (2) for the Revolving Credit Facility, at the Company’s election, the Eurodollar Rate plus a margin of 4.25% to 4.75%, or ABR plus a margin of 3.25% to 3.75%, in each case, depending on the Company’s first lien net leverage ratio. In June 2023, the Company amended its Credit Agreement to transition away from a variable interest rate based on the Eurodollar Rate towards a similar variable interest rate based on Adjusted Term SOFR, as defined in the amendment to the Credit Agreement, which is based on the Secured Overnight Financing Rate ("SOFR"). As of September 30, 2023, the contractual interest rate related to the Term Loan B Facility was 10.53%. 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, 2023, the Company was in compliance with its debt covenants. The Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Credit Agreement. The Credit Agreement calls for customary scheduled loan amortization payments of 0.25% of the initial principal balance payable quarterly (i.e. 1% in aggregate per year) as well as a provision that requires the Company to prepay the Term Loan B Facility based on an annual calculation of cumulative free cash flow ("Excess Cash Flow") generated by the company as defined within the terms of the Agreement. The Company was not required to make any such mandatory prepayment required by the Excess Cash Flow provision for the period ended September 30, 2023. In addition, the Term Loan B Facility will mature in the event that any portion of the Convertible Senior Notes remains outstanding 91 days prior to the maturity date of the Convertible Senior Notes. On June 28, 2021, the Company entered into an Incremental Assumption Agreement (the "Incremental Agreement") to the Credit Agreement. Pursuant to the terms of the Incremental Agreement, the Company’s existing revolving credit facility under the Credit Agreement was increased by $12.5 million (the "Incremental Revolver"), and the letter of credit sublimit under the Credit Agreement was increased by $5.0 million. The Incremental Revolver bears the same interest rate as the existing revolving credit facility and has the same maturity date as the existing revolving credit facility. No other terms of the Credit Agreement were amended. As a result, amounts available under the Revolving Credit Facility were $65.0 million. At September 30, 2023, amounts available under the Revolving Credit Facility were $59.8 million, net of letters of credit outstanding in the amount of $5.2 million. The following table summarizes the amount outstanding under the Term Loan B Facility at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 (in thousands) Term Loan B Facility $ 351,900 $ 354,600 Unamortized debt discounts (6,983) (8,158) Unamortized debt issuance costs (10,897) (12,730) Debt, net of debt issuance costs $ 334,020 $ 333,712 The Company incurred debt issuance costs of $27.7 million in April 2021, of which $10.8 million were associated with debt discount netted against the proceeds and $16.9 million were associated with other deferred financing costs associated with the Term Loan B Facility. Debt outstanding under the Term Loan B Facility are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Term Loan B Facility and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations. The following table sets forth interest expense related to the Term Loan B Facility for the three and nine months ended September 30, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Contractual interest expense $ 9,372 $ 6,052 $ 26,799 $ 16,472 Amortization of debt discount 391 394 1,175 1,186 Amortization of debt issuance costs 610 616 1,833 1,852 Total interest expense $ 10,373 $ 7,062 $ 29,807 $ 19,510 Effective interest rate 11.76 % 7.93 % 11.24 % 7.28 % Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2023 through 2028 is as follows (in thousands): Fiscal Year Debt Discount Debt Issuance Costs Remaining 2023 $ 389 $ 608 2024 1,548 2,416 2025 1,532 2,391 2026 1,516 2,366 2027 1,500 2,341 Thereafter 498 775 Total $ 6,983 $ 10,897

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (17,477)	$ (73,889)	$ (98,732)	$ (24,391)	$ (24,954)	$ (44,593)	$ (190,098)	$ (93,938)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended	9 Months Ended
	Sep. 30, 2023 shares	Sep. 30, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Trading Plans In the third quarter of 2023, the following trading plans were adopted or terminated by our Section 16 officers or directors: Officer Name Officer Title Date Plan Adopted/Terminated Duration of Plan Shares to be Purchased or Sold Intended to Satisfy Rule 10b5-1(c)? Paul Caine Director Adopted September 7, 2023 December 11, 2023 - June 28, 2024 Sell up to 50,000, subject to certain conditions Yes
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Paul Caine [Member]
Trading Arrangements, by Individual
Name	Paul Caine
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	Adopted September 7, 2023
Aggregate Available	50,000	50,000
David Buonasera [Member]
Trading Arrangements, by Individual
Arrangement Duration	200 days

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2023, or for any future year. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in its 2022 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in its Annual Report on Form 10-K.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty of macroeconomic challenges, such as inflation, global conflict, capital market disruptions and instability of financial institutions, the risk of a recession, labor strikes, and other macroeconomic factors, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the nine months ended September 30, 2023, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2023, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share, Basic and Diluted	The following table presents the basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands, except per share data) Basic and Diluted Loss Per Share: Net loss $ (17,477) $ (24,391) $ (190,098) $ (93,938) Weighted-average common shares outstanding 137,372 133,144 136,084 132,611 Weighted-average common shares outstanding used to compute net loss per share 137,372 133,144 136,084 132,611 Basic and diluted loss per share $ (0.13) $ (0.18) $ (1.40) $ (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, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) Options to purchase common stock 1,656 1,280 1,702 1,985 Unvested restricted stock units 1,987 903 1,962 1,600 Unvested performance stock units — 54 112 113 ESPP shares 84 49 37 23 Convertible Senior Notes 4,746 6,262 5,357 6,262 Total shares excluded from net loss per share 8,473 8,548 9,170 9,983

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Revenue Recognized on a Net Basis and on a Gross Basis	The following table presents the Company's revenue recognized on a net basis and on a gross basis for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands, except percentages) Revenue: Net basis $ 123,703 82 % $ 116,999 80 % $ 355,088 82 % $ 330,015 82 % Gross basis 26,382 18 28,816 20 77,690 18 71,655 18 Total $ 150,085 100 % $ 145,815 100 % $ 432,778 100 % $ 401,670 100 %
Summary of Disaggregation of Revenue	The following table presents the Company's revenue by channel for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands, except percentages) Channel: CTV $ 67,765 45 % $ 71,604 49 % $ 198,604 46 % $ 187,619 47 % Mobile 56,329 38 45,994 32 159,545 37 130,111 32 Desktop 25,991 17 28,217 19 74,629 17 83,940 21 Total $ 150,085 100 % $ 145,815 100 % $ 432,778 100 % $ 401,670 100 % 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, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) United States $ 111,281 $ 113,851 $ 322,923 $ 310,870 International 38,804 31,964 109,855 90,800 Total $ 150,085 $ 145,815 $ 432,778 $ 401,670
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, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) Allowance for doubtful accounts, beginning balance $ 19,643 $ 871 $ 1,092 $ 3,475 Write-offs (30) (518) (773) (527) Increase (decrease) in provision for expected credit losses (18) 455 19,276 (2,227) Recoveries of previous write-offs 11 — 11 87 Allowance for doubtful accounts, ending balance $ 19,606 $ 808 $ 19,606 $ 808

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis	The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at September 30, 2023: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 45,109 $ 45,109 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2022: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 259,647 $ 259,647 $ — $ —

Other Balance Sheet Amounts (Ta

Other Balance Sheet Amounts (Tables)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses included the following: September 30, 2023 December 31, 2022 (in thousands) Accounts payable—seller $ 1,063,131 $ 1,057,556 Accounts payable—trade 22,595 19,387 Accrued employee-related payables 15,026 15,065 Accrued holdback - indemnification claims — 2,313 Total $ 1,100,752 $ 1,094,321

Goodwill, Intangible Assets, _2

Goodwill, Intangible Assets, and Internal Use Software Development Costs (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	The Company’s intangible assets as of September 30, 2023 and December 31, 2022 included the following: September 30, 2023 December 31, 2022 (in thousands) Amortizable intangible assets: Developed technology $ 109,736 $ 390,136 Customer relationships 37,300 136,000 In-process research and development 8,830 12,730 Trademarks 900 900 Non-compete agreements 400 900 Total identifiable intangible assets, gross 157,166 540,666 Accumulated amortization—intangible assets: Developed technology (70,666) (184,439) Customer relationships (22,536) (97,316) In-process research and development (4,319) (4,398) Trademarks (675) (450) Non-compete agreements (337) (562) Total accumulated amortization—intangible assets (98,533) (287,165) Total identifiable intangible assets, net $ 58,633 $ 253,501
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of September 30, 2023: Fiscal Year Amount (in thousands) Remaining 2023 $ 7,622 2024 30,134 2025 14,445 2026 6,001 2027 431 Total $ 58,633

Merger, Acquisition, and Rest_2

Merger, Acquisition, and Restructuring Costs (Tables)	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Merger, Acquisition, and Restructuring Costs	The following table summarizes merger, acquisition, and restructuring cost activity (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 (in thousands) Personnel related (severance and one-time termination benefit costs) $ 3,218 $ 1,227 Loss contracts (facilities related) 2,190 — Exit costs 1,408 — Impairment of property and equipment, net 506 — Non-cash stock-based compensation (double-trigger acceleration and severance) 143 2,004 Impairment costs of abandoned technology — 3,320 Professional services (investment banking advisory, legal and other professional services) — $ 917 Total merger, acquisition, and restructuring costs $ 7,465 $ 7,468 (in thousands) Accrued restructuring costs at December 31, 2022 $ 1,222 Personnel related and non-cash stock-based compensation 3,361 Loss contracts (facilities related) 2,190 Exit costs 1,408 Impairment of property and equipment, net 506 Cash paid for restructuring costs (4,254) Non-cash loss contracts (facilities related) (2,190) Non-cash impairments (506) Non-cash stock-based compensation (143) Accrued restructuring costs at September 30, 2023 $ 1,594

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2022 4,672 $ 8.71 Granted 130 $ 10.59 Exercised (392) $ 5.49 Expired (144) $ 21.08 Outstanding at September 30, 2023 4,266 $ 8.65 5.6 years $ 8,281 Exercisable at September 30, 2023 3,550 $ 7.36 5.1 years $ 8,026
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	The weighted-average input assumptions used by the Company were as follows: Nine Months Ended September 30, 2023 September 30, 2022 Expected term (in years) 5.0 5.0 Risk-free interest rate 3.99 % 1.63 % Expected volatility 84 % 79 % Dividend yield — % — % The grant date fair value for the PSUs was estimated using a Monte-Carlo simulation model. The weighted-average input assumptions used by the Company were as follows: Nine Months Ended September 30, 2023 September 30, 2022 Expected term (in years) 3.0 3.0 Risk-free interest rate 4.19 % 1.39 % Expected volatility of Magnite 94 % 84 % Expected volatility of selected peer companies 64 % 63 % Expected correlation coefficients of Magnite 0.62 0.56 Expected correlation coefficients of selected peer companies 0.54 0.52 Dividend yield — % — %
Schedule of Nonvested Restricted Stock Units Activity	A summary of restricted stock unit ("RSU") activity for the nine months ended September 30, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Restricted stock units outstanding at December 31, 2022 10,000 $ 15.06 Granted 7,244 $ 10.81 Canceled (1,300) $ 13.44 Vested and released (3,853) $ 14.33 Restricted stock units outstanding at September 30, 2023 12,091 $ 12.92
Schedule of Nonvested Performance-Based Units Activity	A summary of performance stock units activity for the nine months ended September 30, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Outstanding at December 31, 2022 639 $ 19.02 Granted 474 $ 13.32 Vested (138) $ 6.15 Forfeited (8) $ 6.15 Outstanding at September 30, 2023 967 $ 18.17
Schedule of Stock Based Compensation Expense	Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (in thousands) (in thousands) Cost of revenue $ 446 $ 424 $ 1,373 $ 1,191 Sales and marketing 6,371 5,491 20,869 16,257 Technology and development 4,999 6,576 15,918 16,645 General and administrative 5,652 4,911 17,159 14,096 Merger, acquisition, and restructuring costs — — 143 2,004 Total stock-based compensation expense $ 17,468 $ 17,402 $ 55,462 $ 50,193

Lease Obligations (Tables)

Lease Obligations (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of Maturity of Lease Liabilities	The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of September 30, 2023 (in thousands): Fiscal Year Remaining 2023 $ 6,576 2024 23,534 2025 15,232 2026 12,217 2027 7,664 Thereafter 22,152 Total lease payments (undiscounted) 87,375 Less: imputed interest (12,437) Lease liabilities—total (discounted) $ 74,938

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Contractual Obligation, Fiscal Year Maturity	As of September 30, 2023, the Company's outstanding non-cancelable contractual obligations with a remaining term of one year or longer consist of the following (in thousands): Fiscal Year Remaining 2023 $ 21,268 2024 66,454 2025 23,667 Total $ 111,389

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long term debt as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 (in thousands) Convertible Senior Notes $ 275,067 $ 400,000 Less: Unamortized debt issuance cost (3,878) (7,355) Net 271,189 392,645 Term Loan B Facility 351,900 354,600 Less: Unamortized discount and debt issuance cost (17,880) (20,888) Net 334,020 333,712 Less: Current portion (3,600) (3,600) Total non-current debt $ 601,609 $ 722,757
Schedule of Maturities of Long-term Debt	Maturities of the principal amount of the Company's long-term debt as of September 30, 2023 are as follows (in thousands): Fiscal Year Remaining 2023 900 2024 3,600 2025 3,600 2026 278,667 2027 3,600 Thereafter 336,600 Total $ 626,967 Amortization expense for the Company's debt issuance costs related to the Convertible Senior Notes for the fiscal years 2023 through 2026 is as follows (in thousands): Fiscal Year Debt Issuance Costs Remaining 2023 394 2024 1,573 2025 1,573 2026 338 Total $ 3,878 Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2023 through 2028 is as follows (in thousands): Fiscal Year Debt Discount Debt Issuance Costs Remaining 2023 $ 389 $ 608 2024 1,548 2,416 2025 1,532 2,391 2026 1,516 2,366 2027 1,500 2,341 Thereafter 498 775 Total $ 6,983 $ 10,897
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, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Contractual interest expense $ 189 $ 250 $ 642 $ 750 Amortization of debt issuance costs 434 572 1,470 1,716 Total interest expense $ 623 $ 822 $ 2,112 $ 2,466 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, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Contractual interest expense $ 9,372 $ 6,052 $ 26,799 $ 16,472 Amortization of debt discount 391 394 1,175 1,186 Amortization of debt issuance costs 610 616 1,833 1,852 Total interest expense $ 10,373 $ 7,062 $ 29,807 $ 19,510 Effective interest rate 11.76 % 7.93 % 11.24 % 7.28 %
Schedule of Debt	The following table summarizes the amount outstanding under the Term Loan B Facility at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 (in thousands) Term Loan B Facility $ 351,900 $ 354,600 Unamortized debt discounts (6,983) (8,158) Unamortized debt issuance costs (10,897) (12,730) Debt, net of debt issuance costs $ 334,020 $ 333,712

Net Loss Per Share - Basic and

Net Loss Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (17,477)	$ (73,889)	$ (98,732)	$ (24,391)	$ (24,954)	$ (44,593)	$ (190,098)	$ (93,938)
Weighted-average common shares outstanding, basic (in shares)	137,372			133,144			136,084	132,611
Weighted average number of shares outstanding, diluted (in shares)	137,372			133,144			136,084	132,611
Basic loss per share (in dollars per share)	$ (0.13)			$ (0.18)			$ (1.40)	$ (0.71)
Diluted loss per share (in dollars per share)	$ (0.13)			$ (0.18)			$ (1.40)	$ (0.71)

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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	8,473	8,548	9,170	9,983
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)	1,656	1,280	1,702	1,985
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)	1,987	903	1,962	1,600
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)	0	54	112	113
ESPP shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	84	49	37	23
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	4,746	6,262	5,357	6,262

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - equityInstrument	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares issuable assuming conversion (in shares)	4,305,871	6,261,560
Unvested performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	100%
Performance Shares, Granted in 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage		53%
Performance Shares, Granted in 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	0%	0%
Performance Shares, Granted in 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	50%	0%
Performance Shares, Granted in 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	32%

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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 150,085	$ 145,815	$ 432,778	$ 401,670
Net basis
Disaggregation of Revenue [Line Items]
Revenue	123,703	116,999	355,088	330,015
Gross basis
Disaggregation of Revenue [Line Items]
Revenue	$ 26,382	$ 28,816	$ 77,690	$ 71,655
Revenue from Contract with Customer Benchmark | Concentration of Basis of Revenue Recognition
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	100%	100%	100%	100%
Revenue from Contract with Customer Benchmark | Concentration of Basis of Revenue Recognition | Net basis
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	82%	80%	82%	82%
Revenue from Contract with Customer Benchmark | Concentration of Basis of Revenue Recognition | Gross basis
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	18%	20%	18%	18%

Revenue - Revenue Disaggregated

Revenue - Revenue Disaggregated by Sales Distribution Channel (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 150,085	$ 145,815	$ 432,778	$ 401,670
CTV
Disaggregation of Revenue [Line Items]
Revenue	67,765	71,604	198,604	187,619
Mobile
Disaggregation of Revenue [Line Items]
Revenue	56,329	45,994	159,545	130,111
Desktop
Disaggregation of Revenue [Line Items]
Revenue	$ 25,991	$ 28,217	$ 74,629	$ 83,940
Product Concentration Risk | Revenue from Contract with Customer Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	100%	100%	100%	100%
Product Concentration Risk | Revenue from Contract with Customer Benchmark | CTV
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	45%	49%	46%	47%
Product Concentration Risk | Revenue from Contract with Customer Benchmark | Mobile
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	38%	32%	37%	32%
Product Concentration Risk | Revenue from Contract with Customer Benchmark | Desktop
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	17%	19%	17%	21%

Revenue - Revenue Disaggregat_2

Revenue - Revenue Disaggregated by Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 150,085	$ 145,815	$ 432,778	$ 401,670
United States
Disaggregation of Revenue [Line Items]
Revenue	111,281	113,851	322,923	310,870
International
Disaggregation of Revenue [Line Items]
Revenue	$ 38,804	$ 31,964	$ 109,855	$ 90,800

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Payment terms in days (or less)			75 days
Accounts receivable, allowance for credit loss	$ 19,606	$ 808	$ 19,606	$ 808	$ 19,643	$ 1,092	$ 871	$ 3,475
Contra seller payable	500		500			$ 600
Increase (decrease) in provision for expected credit losses	(18)	455	19,276	(2,227)
Increase (decrease) in contra seller payable	200	100	14,800	(1,900)
Accounts receivable, credit loss expense (recovery)	$ (200)	$ 300	4,439	$ (357)
One Customer
Disaggregation of Revenue [Line Items]
Accounts receivable, credit loss expense (recovery)			$ 4,500

Revenue - Schedule of Allowance

Revenue - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts, beginning balance	$ 19,643	$ 871	$ 1,092	$ 3,475
Write-offs	(30)	(518)	(773)	(527)
Increase (decrease) in provision for expected credit losses	(18)	455	19,276	(2,227)
Recoveries of previous write-offs	11	0	11	87
Allowance for doubtful accounts, ending balance	$ 19,606	$ 808	$ 19,606	$ 808

Fair Value Measurements - Finan

Fair Value Measurements - Financial Instruments (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 45,109	$ 259,647
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	45,109	259,647
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Significant Unobservable Inputs  (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Secured Debt | Term Loan B Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan fair value	$ 354,100	$ 333,300
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	45,109	259,647
Recurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Convertible notes	$ 233,800	$ 305,000

Other Balance Sheet Amounts - A

Other Balance Sheet Amounts - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable—seller	$ 1,063,131	$ 1,057,556
Accounts payable—trade	22,595	19,387
Accrued employee-related payables	15,026	15,065
Accrued holdback - indemnification claims	0	2,313
Total	$ 1,100,752	$ 1,094,321

Goodwill, Intangible Assets, _3

Goodwill, Intangible Assets, and Internal Use Software Development Costs - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 978,217		$ 978,217		$ 978,217
Amortization expense of intangible assets	$ 29,800	$ 38,100	194,900	$ 115,300
Restructuring Impairments, Settled Without Cash			$ 0	$ 3,320
Basic (in dollars per share)	$ (0.13)	$ (0.18)	$ (1.40)	$ (0.71)
Diluted (in dollars per share)	$ (0.13)	$ (0.18)	$ (1.40)	$ (0.71)
Scenario, Adjustment | Intangible Assets, Amortization Period
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense of intangible assets	$ 7,800		$ 111,900
Basic (in dollars per share)	$ 0.06		$ 0.82
Diluted (in dollars per share)	$ 0.06		0.82
Scenario, Adjustment | Capitalized Software Projects, Estimated Useful Life
Acquired Finite-Lived Intangible Assets [Line Items]
Basic (in dollars per share)			0.02
Diluted (in dollars per share)			$ 0.02
Capitalized computer software, amortization	$ 100		$ 2,400

Goodwill, Intangible Assets, _4

Goodwill, Intangible Assets, and Internal Use Software Development Costs - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	$ 157,166	$ 540,666
Total accumulated amortization—intangible assets	(98,533)	(287,165)
Total	58,633	253,501
Developed technology
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	109,736	390,136
Total accumulated amortization—intangible assets	(70,666)	(184,439)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	37,300	136,000
Total accumulated amortization—intangible assets	(22,536)	(97,316)
In-process research and development
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	8,830	12,730
Total accumulated amortization—intangible assets	(4,319)	(4,398)
Trademarks
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	900	900
Total accumulated amortization—intangible assets	(675)	(450)
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	400	900
Total accumulated amortization—intangible assets	$ (337)	$ (562)

Goodwill, Intangible Assets, _5

Goodwill, Intangible Assets, and Internal Use Software Development Costs - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fiscal Year
Remaining 2023	$ 7,622
2024	30,134
2025	14,445
2026	6,001
2027	431
Total	$ 58,633	$ 253,501

Business Combinations - Narrati

Business Combinations - Narrative (Details) - Carbon (AI) Limited and Mode Technologies, Inc. - USD ($) $ in Millions	1 Months Ended
	Feb. 28, 2022	Feb. 28, 2023
Business Acquisition [Line Items]
Purchase price	$ 23.1
Business combination, contingent consideration, liability		$ 2.3

Merger, Acquisition, and Rest_3

Merger, Acquisition, and Restructuring Costs - Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Loss contracts (facilities related)			$ 2,190	$ 0
Impairment of property and equipment, net			506	0
Non-cash stock-based compensation (double-trigger acceleration and severance)			143	2,004
Impairment costs of abandoned technology			0	3,320
Professional services (investment banking advisory, legal and other professional services)			0	917
Total merger, acquisition, and restructuring costs	$ 0	$ 0	7,465	7,468
Personnel related (severance and one-time termination benefit costs)
Restructuring Cost and Reserve [Line Items]
Restructuring charges			3,218	1,227
Exit costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges			$ 1,408	$ 0

Merger, Acquisition, and Rest_4

Merger, Acquisition, and Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Acquisition related costs	$ 0	$ 0	$ 7,465	$ 7,468
SpotX and Telaria
Business Acquisition [Line Items]
Accrued merger, acquisition, and restructuring costs	$ 1,594		$ 1,594		$ 1,222

Merger, Acquisition, and Rest_5

Merger, Acquisition, and Restructuring Costs - Accrued Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Restructuring Reserve [Roll Forward]
Impairment of property and equipment, net	$ 506	$ 0
Non-cash impairments	0	(3,320)
Non-cash stock-based compensation	(143)	$ (2,004)
SpotX and Telaria
Restructuring Reserve [Roll Forward]
Accrued restructuring costs at December 31, 2022	1,222
Personnel related and non-cash stock-based compensation	3,361
Loss contracts (facilities related)	2,190
Exit costs	1,408
Impairment of property and equipment, net	506
Cash paid for restructuring costs	(4,254)
Non-cash loss contracts (facilities related)	(2,190)
Non-cash impairments	(506)
Non-cash stock-based compensation	(143)
Accrued restructuring costs at September 30, 2023	$ 1,594

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Options Outstanding (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Shares Under Option
Beginning balance (in shares) | shares	4,672
Granted (in shares) | shares	130
Exercised (in shares) | shares	(392)
Expired (in shares) | shares	(144)
Ending balance (in shares) | shares	4,266
Exercisable (in shares) | shares	3,550
Weighted- Average Exercise Price
Beginning balance (usd per share) | $ / shares	$ 8.71
Granted (usd per share) | $ / shares	10.59
Exercised (usd per share) | $ / shares	5.49
Expired (usd per share) | $ / shares	21.08
Ending balance (usd per share) | $ / shares	8.65
Exercisable (usd per share) | $ / shares	$ 7.36
Weighted- Average Contractual Life
Outstanding	5 years 7 months 6 days
Exercisable	5 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding | $	$ 8,281
Exercisable | $	$ 8,026

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock Options Narrative (Details) - Stock Option $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares
Number of Shares
Intrinsic values of options exercised	$ 2.2
Unrecognized employee stock-based compensation	$ 6.5
Unrecognized employee stock-based compensation, period for recognition	2 years 1 month 6 days
Fair value of options vested in period	$ 3.9
Grant date fair value of options granted (usd per share) | $ / shares	$ 7.27

Stock-Based Compensation - Valu

Stock-Based Compensation - Valuation Assumptions (Details) - Stock Option	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years	5 years
Risk-free interest rate	3.99%	1.63%
Expected volatility	84%	79%
Dividend yield	0%	0%

Stock-Based Compensation - Rest

Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Shares
Beginning balance (in shares) | shares	10,000
Granted (in shares) | shares	7,244
Canceled and Forfeited (in shares) | shares	(1,300)
Vested and released (in shares) | shares	(3,853)
Ending balance (in shares) | shares	12,091
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 15.06
Granted (in dollars per share) | $ / shares	10.81
Canceled (in dollars per share) | $ / shares	13.44
Vested and released (in dollars per share) | $ / shares	14.33
Ending balance (in dollars per share) | $ / shares	$ 12.92

Stock-Based Compensation - Re_2

Stock-Based Compensation - Restricted Stock Units Narrative (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of restricted stock vested	$ 1.2
Intrinsic value of nonvested unit	$ 1.5
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share) | $ / shares	$ 10.81
Fair value of restricted stock vested	$ 44.5
Intrinsic value of nonvested unit	91.2
Unrecognized employee stock-based compensation	$ 135.3
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 Millions	1 Months Ended	9 Months Ended
	Aug. 31, 2021	Sep. 30, 2023 USD ($) tranche project $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share) | $		$ 1.2
Intrinsic value of nonvested unit | $		$ 1.5
Performance Shares Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance measurement percentage		100%
Unrecognized employee stock-based compensation | $		$ 9.4
Unrecognized employee stock-based compensation, period for recognition		2 years 4 months 24 days
Performance Shares Units | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Number of tranches | tranche		3
Trailing consecutive trading day performance period | project		60
Performance Shares Units | Tranche one | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Vesting, stock price trigger (in dollars per share) | $ / shares		$ 60
Performance Shares Units | Tranche two | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Vesting, stock price trigger (in dollars per share) | $ / shares		80
Performance Shares Units | Tranche three | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years
Vesting, stock price trigger (in dollars per share) | $ / shares		$ 100
Performance Shares Units | Minimum | Tranche four | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		0%
Performance Shares Units | Maximum | Tranche four | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		150%

Stock-Based Compensation - Pe_2

Stock-Based Compensation - Performance Stock Units Activity (Details) - Unvested performance stock units shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Shares
Beginning balance (in shares) | shares	639
Granted (in shares) | shares	474
Vested (in shares) | shares	(138)
Forfeited (in shares) | shares	(8)
Ending balance (in shares) | shares	967
Weighted-Average Grant Date Fair Value
Beginning balance, nonvested (in dollars per share) | $ / shares	$ 19.02
Granted (in dollars per share) | $ / shares	13.32
Vested (in dollars per share) | $ / shares	6.15
Forfeited (in dollars per share) | $ / shares	6.15
Ending balance, nonvested (in dollars per share) | $ / shares	$ 18.17

Stock-Based Compensation - Weig

Stock-Based Compensation - Weighted Average Assumptions (Details) - Unvested performance stock units - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	3 years	3 years
Risk-free interest rate	4.19%	1.39%
Expected volatility of Magnite	94%	84%
Expected volatility of selected peer companies	64%	63%
Expected correlation coefficients of Magnite	62%	56%
Expected correlation coefficients of selected peer companies	54%	52%
Dividend yield	$ 0	$ 0

Stock-Based Compensation - St_3

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 17,468	$ 17,402	$ 55,462	$ 50,193
Cost of revenue
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	446	424	1,373	1,191
Sales and marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	6,371	5,491	20,869	16,257
Technology and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	4,999	6,576	15,918	16,645
General and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	5,652	4,911	17,159	14,096
Merger, acquisition, and restructuring costs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 0	$ 0	$ 143	$ 2,004

Stock-Based Compensation - St_4

Stock-Based Compensation - Stock Based Compensation Expense Narrative (Details) - shares		1 Months Ended
	Jun. 14, 2023	Jan. 31, 2023	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)	8,056,129	6,700,286
Number of shares reserved (in shares)			23,056,794
2014 Employee Stock Purchase Plan | Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)		1,340,057
Number of shares reserved (in shares)			4,968,034

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Benefit for income taxes	$ (967)	$ (435)	$ (613)	$ (2,544)
Stock repurchased during period (in shares)			0

Lease Obligations - Narrative (

Lease Obligations - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Lease expense	$ 5.9	$ 5.9	$ 18.8	$ 17
Short-term lease expense	0.1	0.3	0.4	0.9
Variable lease cost	0.9	0.7	2.7	1.9
Sublease income	$ 1.3	$ 1.3	$ 4	$ 3.9
Weighted average discount rate	6.19%		6.19%		6.11%
Weighted average remaining lease term	5 years 3 months 18 days		5 years 3 months 18 days		5 years 7 months 6 days
Minimum
Lessee, Lease, Description [Line Items]
Term of lease contract	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of lease contract	10 years		10 years

Lease Obligations - Schedule of

Lease Obligations - Schedule of Lease Liability Maturities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Fiscal Year
Remaining 2023	$ 6,576
2024	23,534
2025	15,232
2026	12,217
2027	7,664
Thereafter	22,152
Total lease payments (undiscounted)	87,375
Less: imputed interest	(12,437)
Lease liabilities—total (discounted)	$ 74,938

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Non Cancelable Inventory And Other Services Purchase Commitments Member
Other Commitments [Line Items]
Non-cancelable purchase commitments	$ 57.6
Financial Standby Letter of Credit
Other Commitments [Line Items]
Letters of credit outstanding, amount	$ 5.2	$ 5.3

Commitments and Contingencies -

Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2023	$ 21,268
2024	66,454
2025	23,667
Total	$ 111,389

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total	$ 626,967
Less: Current portion	(3,600)	$ (3,600)
Total non-current debt	601,609	722,757
Convertible Senior Notes | Convertible Debt
Debt Instrument [Line Items]
Long-term debt, gross	275,067	400,000
Debt instrument, unamortized discount and debt issuance costs	(3,878)	(7,355)
Total	271,189	392,645
Term Loan B Facility | Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	351,900	354,600
Debt instrument, unamortized discount and debt issuance costs	(17,880)	(20,888)
Total	334,020	333,712
Total non-current debt	$ 334,020	$ 333,712

Debt - Maturities of Principle

Debt - Maturities of Principle Amount of Long-Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Remaining 2023	$ 900		$ 900
2024	3,600		3,600
2025	3,600		3,600
2026	278,667		278,667
2027	3,600		3,600
Thereafter	336,600		336,600
Total	626,967		626,967
Amortization of debt discount and issuance costs	1,400	$ 1,600	4,500	$ 4,800
Amortization of deferred financing costs	$ 100	$ 100	$ 300	$ 300

Debt - Convertible Senior Notes

Debt - Convertible Senior Notes and Capped Call Transactions Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2021 USD ($) day $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Apr. 30, 2021 USD ($)
Debt Instrument [Line Items]
Capped calls, transaction costs	$ 39,000,000
Debt issuance costs, gross	11,400,000					$ 27,700,000
Repayments of convertible debt				$ 104,793,000	$ 0
Gain on extinguishment of debt		$ 4,156,000	$ 0	$ 18,132,000	$ 0
Convertible Senior Notes
Debt Instrument [Line Items]
Capped calls, transaction costs	$ 39,000,000
Percent of outstanding balance holders able to call debt in the event of default	25%
Convertible Senior Notes | Minimum
Debt Instrument [Line Items]
Conversion price (in USD per share) | $ / shares	$ 63.8818
Convertible Senior Notes | Maximum
Debt Instrument [Line Items]
Conversion price (in USD per share) | $ / shares	$ 91.2600
Convertible Senior Notes | Convertible Debt
Debt Instrument [Line Items]
Aggregate principle amount	$ 400,000,000
Interest rate	0.25%
Over-allotment options	$ 50,000,000
Net proceeds	$ 388,600,000
Conversion ratio				0.0156539
Repayments of convertible debt		29,800,000		$ 104,800,000
Gain on extinguishment of debt		4,200,000		18,100,000
Debt instrument, repurchased during period, face amount		34,500,000		124,900,000
Unamortized debt issuance costs associated with debt extinguishment		$ 500,000		$ 2,000,000
Convertible Senior Notes | Convertible Debt | Minimum
Debt Instrument [Line Items]
Make-whole fundamental change period	20 days
Convertible Senior Notes | Convertible Debt | Maximum
Debt Instrument [Line Items]
Make-whole fundamental change period	45 days
Convertible Senior Notes | Convertible Debt | Conversion Term (i)
Debt Instrument [Line Items]
Threshold percent of stock price trigger	130%
Threshold trading days | day	20
Threshold consecutive trading days | day	30
Convertible Senior Notes | Convertible Debt | Conversion Term (ii)
Debt Instrument [Line Items]
Threshold percent of stock price trigger	98%
Threshold trading days | day	5
Threshold consecutive trading days | day	10
Convertible Senior Notes | Convertible Debt | Conversion Term (iv)
Debt Instrument [Line Items]
Threshold percent of stock price trigger	130%
Threshold trading days | day	20
Threshold consecutive trading days | day	30

Debt - Interest Expense Related

Debt - Interest Expense Related to the Convertible Senior Notes (Details) - Convertible Debt - Convertible Senior Notes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Contractual interest expense	$ 189	$ 250	$ 642	$ 750
Amortization of debt issuance costs	434	572	1,470	1,716
Total interest expense	$ 623	$ 822	$ 2,112	$ 2,466
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, 2023 USD ($)
Debt Issuance Costs
Remaining 2023	$ 394
2024	1,573
2025	1,573
2026	338
Total	$ 3,878

Debt - Credit Agreement Narrati

Debt - Credit Agreement Narrative (Details) - USD ($)	Apr. 30, 2021	Sep. 30, 2023	Jun. 28, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs	$ 27,700,000			$ 11,400,000
Term Loan B Facility | Secured Debt
Line of Credit Facility [Line Items]
Aggregate principle amount	$ 360,000,000
Long-term debt, term	7 years
Net proceeds	$ 325,000,000
Interest rate		10.53%
Term Loan B Facility | Secured Debt | Debt Discount
Line of Credit Facility [Line Items]
Debt issuance costs	10,800,000
Term Loan B Facility | Secured Debt | Deferred Financing Costs
Line of Credit Facility [Line Items]
Debt issuance costs	$ 16,900,000
Term Loan B Facility | Secured Debt | Eurodollar
Line of Credit Facility [Line Items]
Variable interest rate	5%
Term Loan B Facility | Secured Debt | Alternate Base Rate
Line of Credit Facility [Line Items]
Variable interest rate	4%
Senior Secured Revolving Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Debt utilization triggering leverage ratio compliance, percent	35%
Leverage ratio maximum	3.25
Debt instrument, maturity trigger, outstanding, period prior to maturity date		91 days
Available borrowing capacity		$ 59,800,000
Senior Secured Revolving Credit Facility | Letter of Credit
Line of Credit Facility [Line Items]
Letters of credit outstanding, amount		$ 5,200,000
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, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt, net of debt issuance costs	$ 601,609	$ 722,757
Secured Debt | Term Loan B Facility
Debt Instrument [Line Items]
Term Loan B Facility	351,900	354,600
Unamortized debt discounts	(6,983)	(8,158)
Unamortized debt issuance costs	(10,897)	(12,730)
Debt, net of debt issuance costs	$ 334,020	$ 333,712

Debt - Interest Expense Relat_2

Debt - Interest Expense Related to the Term Loan B Facility (Details) - Secured Debt - Term Loan B Facility - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Contractual interest expense	$ 9,372	$ 6,052	$ 26,799	$ 16,472
Amortization of debt discount	391	394	1,175	1,186
Amortization of debt issuance costs	610	616	1,833	1,852
Total interest expense	$ 10,373	$ 7,062	$ 29,807	$ 19,510
Effective interest rate	11.76%	7.93%	11.24%	7.28%

Debt - Amortization Expense f_2

Debt - Amortization Expense for the Term Loan B Facility Debt Discount and Issuance Costs (Details) - Secured Debt - Term Loan B Facility - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Discount
Remaining 2023	$ 389
2024	1,548
2025	1,532
2026	1,516
2027	1,500
Thereafter	498
Total	6,983	$ 8,158
Debt Issuance Costs
Remaining 2023	608
2024	2,416
2025	2,391
2026	2,366
2026	2,341
Thereafter	775
Total	$ 10,897	$ 12,730