rubi-20210331

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

__________________

(Mark One)

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

For the quarterly period ended March 31, 2021

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

For the transition period from _____________ to _____________

Commission File Number: 001-36384

__________________

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

__________________


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

6080 Center Drive	4th Floor	Los Angeles,	CA
	90045
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:
	(310)	207-0272

______________

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


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

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


Class						Outstanding as of May 4, 2021
Common Stock, $0.00001 par value						128,859,048

Table of Contents

MAGNITE, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page No.
Part I.	FINANCIAL INFORMATION	4
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and March 31, 2020	5
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2021 and March 31, 2020	6
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2021 and March 31, 2020	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and March 31, 2020	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43
Part II.	OTHER INFORMATION	43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6.	Exhibits	47
Signatures		48

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MAGNITE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(unaudited)


	March 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	468,550	$	117,676

Accounts receivable, net	401,836		471,666
Prepaid expenses and other current assets	17,368		17,729
TOTAL CURRENT ASSETS	887,754		607,071
Property and equipment, net	28,209		23,681
Right-of-use lease asset	38,033		39,599
Internal use software development costs, net	16,087		16,160
Intangible assets, net	82,293		89,884
Other assets, non-current	4,217		4,440
Goodwill	158,125		158,125
TOTAL ASSETS	$	1,214,718	$	938,960
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	436,590	$	509,315
Lease liabilities, current	8,255		9,813
Other current liabilities	4,114		3,070
TOTAL CURRENT LIABILITIES	448,959		522,198
Deferred tax liability, net	230		199
Debt, non-current, net of debt issuance costs	388,644		—
Lease liabilities, non-current	31,608		32,278
Other liabilities, non-current	2,921		2,672
TOTAL LIABILITIES	872,362		557,347
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value, 10,000 shares authorized at March 31, 2021 and December 31, 2020; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020	—		—
Common stock, $0.00001 par value; 500,000 shares authorized at March 31, 2021 and December 31, 2020; 116,113 and 114,029 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	2		2
Additional paid-in capital	751,017		777,084
Accumulated other comprehensive loss	(1,270)		(957)
Accumulated deficit	(407,393)		(394,516)
TOTAL STOCKHOLDERS' EQUITY	342,356		381,613
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,214,718	$	938,960

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

Table of Contents

MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)


	Three Months Ended
	March 31, 2021		March 31, 2020
Revenue	$	60,715	$	36,295
Expenses:
Cost of revenue	20,756		14,003
Sales and marketing	22,589		11,269
Technology and development	14,266		10,693
General and administrative	14,158		9,127
Merger, acquisition, and restructuring costs	2,722		1,930

Total expenses	74,491		47,022
Loss from operations	(13,776)		(10,727)
Other (income) expense:
Interest (income) expense, net	143		(144)
Other income	(1,223)		(9)
Foreign exchange (gain) loss, net	15		(698)
Total other (income) expense, net	(1,065)		(851)
Loss before income taxes	(12,711)		(9,876)
Provision (benefit) for income taxes	166		(201)
Net loss	$	(12,877)	$	(9,675)
Net loss per share:
Basic and Diluted	$	(0.11)	$	(0.18)

Weighted average shares used to compute net loss per share:
Basic and Diluted	115,296		54,866

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