Magnite, Inc. Q1 FY2021 Earnings Call

Good afternoon. Welcome to Magnite First Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. Please note, that this event is being recorded. I would now like to turn the conference over to Nick from Investor Relations. Please go ahead.

Thank you, operator, and good afternoon, everyone. Welcome to Magnite's first quarter 2021 earnings conference call. As a reminder, the comparisons you will see in the 10-Q as reported, include the financial results of Telaria for the first quarter of 2021. For the first quarter of 2020, the results do not include Telaria given the merger date of April 1, 2020. During the course of this call, when we refer to results and associated year-over-year comparisons with the phrase as reported, we are referring to the basis as reported in our 10-Q. When we make comments referring to pro forma comparisons, we are including Telaria for the first quarter of 2020 in order to provide additional detailed insights that management also uses to evaluate our business performance. When discussing pro forma information as it relates to the SpotX acquisition, we're also including the preliminary and unaudited results of SpotX for the relevant period. The closing date of our SpotX acquisition was April 30, 2021. As a result, please keep in mind that our reported results for Q2 2021 will only include 2 out of 3 months for the quarter. We will be referencing revenue results for SpotX for Q1 2021. These results are preliminary and unaudited and are subject to change. As a reminder, this conference call is being recorded. Joining me on the call today are Michael Barrett, CEO; and David Day, our CFO. I would like to point out that we have posted financial highlight slides to our Investor Relations website to accompany today's presentation. Before we get started, I will remind you that our prepared remarks and answers to questions will include information that might be considered to be forward-looking statements, including, but not limited to, statements concerning our anticipated financial performance and strategic objectives, including the potential impact of COVID-19 on our business as well as statements concerning the acquisition of SpotX and potential benefits and synergies we expect to realize there from. These statements are not guarantees of future performance. They reflect our current views with respect to future events and are based on assumptions and estimates and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements. A discussion of these and other risks, uncertainties and assumptions is set forth in the company's periodic reports filed with the SEC including our 2020 Annual Report on Form 10-K and our 10-Q for Q1 2021. We undertake no obligation to update forward-looking statements or relevant risks. Our commentary today will include non-GAAP financial measures including adjusted EBITDA, non-GAAP income per share and with respect to pro forma comparisons that include SpotX results and our expectations for Q2 2021 revenue excluding traffic acquisition costs, also referred to as Revenue ex-TAC. We’ve previously used the term non-GAAP net revenue for this metric, but we will be using Revenue ex-TAC going forward to standardize to this more commonly used terminology. Reconciliations between GAAP and non-GAAP metrics for all our reported results and the preliminary SpotX results can be found in our earnings press release and in the financial highlights deck that is posted on our Investor Relations website. At times in response to your questions, we may offer incremental metrics to provide greater insights into the dynamics of our business. Please be advised that this additional detail may be one-time in nature and we may or may not provide an update on these metrics in the future. I encourage you to visit our Investor Relations website to access our press release, financial highlights, deck, periodic SEC reports and the webcast replay of today's call to learn more about Magnite. I will now turn the call over to Michael. Michael, please go ahead.

Thank you, Nick. You've heard us talk in the past about the attractive CTV opportunity. Following the very recent close of our SpotX acquisition this gets even more exciting, as we believe we are clearly the leading independent CTV platform. Prior to SpotX, I was very pleased with our CTV team business, traction with customers and technology prowess to serve industry-leading customers like Disney. But adding SpotX to our business is transformational, and immediately gives us much greater scale with a broadened offering, specifically in additional software capabilities and in a very attractive and strategic managed service business. We believe the combination is transformative because it immediately gives us critical mass and scale in CTV and more than doubles the size of our CTV business, which would have represented 35% of Revenue ex-TAC in Q1 on a combined pro forma basis. It brings us direct relationships with clients like Roku and deeper relationships with Samsung, ViacomCBS, NBC, Discovery, Scripps, Fubo, Pluto, Vizio and others and more than triples our dev team in CTV, giving us tremendous resources to support customers and accelerate technology development. It gives us a managed services capability which services a very powerful onboarding ramp to move ad dollars from linear TV to CTV and it creates access to a larger pool of data to help accelerate our best-in-class identity solutions for CTV and OLED ecosystems. Let's now shift gears and dig into Q1 revenue results for both companies. First Magnite. Magnite standalone results for Q1 included revenue of $60.7 million for Q1 2021, up 67% from Q1 2020 on an as-reported basis, and up 18% on a pro forma basis inclusive of Telaria. CTV revenue of $12 million, representing an increase of 32% year-over-year on a pro forma basis. SpotX's preliminary and unaudited standalone results for Q1 included Revenue ex-TAC of $31.2 million, up 45% year-over-year, of which $19.7 million was attributable to CTV, up 70% year-over-year. At a high level combined on a pro forma basis, including SpotX Q1 2021, we would have had $91 million in total Revenue ex-TAC, representing 58% year-over-year growth and $32 million in CTV Revenue ex-TAC, representing 53% year-over-year growth. Our results reflected strong growth in core programmatic business across channels with high profitability and margin expansion. SpotX's results far exceeded our expectations and showed clear signs that they are executing well on their strategy, especially in CTV. They captured linear TV ad dollars through their managed service business and had healthy contribution from software services. These results help show the financial power of the combined company and highlight CTV revenue growth momentum. We have line of sight for Revenue ex-TAC of well over $0.5 billion in 2022 with feature adjusted EBITDA margins in the 30s. Our strategy for CTV doesn't change with SpotX's pairing, only amplifies our executional certainty, scale, and feature industry leadership. Our strategy to grow CTV revenue is twofold. First part is to convert direct CTV deals that are currently being sold by in-house reps into programmatic channels. Second, is to facilitate and accelerate linear TV ad dollars moving over to CTV. As a programmatic first platform, our success in CTV has largely come from winning additional programmatic share within the CTV bucket, or step one of our strategy. This has been particularly effective with digital first CTV publishers like Pluto, Hulu and Tubi. With our acquisition of SpotX, we now have more powerful tools for the second prong of the strategy, accelerating the shift of linear TV ad dollars to programmatic CTV. SpotX brings a very robust managed service offering that is directly aimed at capturing these linear ad dollars. It provides traditional TV advertisers who are used to transacting through insertion orders and purchasing within the upfront and scatter market with a comfortable on-ramp into digital CTV. Together, we are the clear independent industry leader, have much greater scale, more inventory, much, much more efficient development roadmap, greater support resources, product and partner diversity, giving us the opportunity to drive accelerated industry growth. On the identity front, we feel we are very well prepared for the future. The elimination of third-party cookies makes our role significantly more important than in the past. Most importantly, our publisher-side solution or audience marketplace, which relies on consented first-party identifiers managed by publishers continues to grow as a percent of our business and dovetails perfectly with our strategy for CTV. We also saw IDFA restrictions come into play just a couple of weeks ago. This change is very new, and we have not observed any discernible impact yet. But we are well-positioned to help the ad community pivot to a new identity framework. Our business is largely tied to the broader economic recovery in the U.S. and globally. Since ad budgets are typically deployed to stimulate demand when marketers are convinced there is customer engagement and follow through. The long-awaited recovery in very large key sectors of ad spend has begun. This is evident in the following sectors as seen in recent ad spend. Travelers experienced a strong resurgence as seen in spend, travel bookings, theme park reopening and recent commentary from multiple airlines with a lot of room to continue to grow. Entertainment is staging a comeback with audiences coming back to live sports, concerts, broadly in movie theaters, all looking to sell seats after a very long drought. And auto has also shown improvement relative to prior trends. There is a lot to unpack this quarter as it relates to our Q2 guidance. David will cover this in more detail, but I wanted to make a few things very clear. On a combined pro forma basis, CTV was 35% of our business and growing in excess of 50% year-over-year in Q1. Although the Magnite CTV growth rate standalone was a bit softer than that, we've seen material acceleration in Q2, allowing us to raise our expectations for the second quarter. We continue to be on track to exceed industry growth rates for CTV for the full year and SpotX CTV is seeing continued strength as well. Lastly, as you might expect with SpotX just closing, we have a lot of work ahead of us in integrating two very strong and high-performing teams to now serve a broader set of customers. The results of these efforts will be a more scaled and powerful company that can help accelerate the growth of programmatic within the already attractive and fast-growing CTV market and further separates us from the competition. With that, I will hand things over to David, who will go into greater detail regarding financial performance and expectations. David?

Thanks, Michael. We're pleased to announce a very solid Q1, an update on accelerating business trends since then, details on SpotX performance and an overview on financing for the SpotX acquisition. As Michael mentioned, for Q1, we delivered revenue of $60.7 million, up 67% from Q1 2020 on an as-reported basis, and up 18% on a pro forma basis. Growth was led by CTV at 32%, with OLV growing at 13% year-over-year both on a pro forma basis. While SpotX had a very robust CTV growth this quarter. We're cognizant that our Q1 CTV performance was lighter in March than we would have liked. And we've seen a noticeable trend improvement as we moved into Q2. This is reflected in our guidance, and our full-year outlook continues to outpace the market. Q1 revenue for mobile increased 20% and desktop grew 10% on a pro forma basis, with mobile growth driven by mobile app supply, in particular from OLV and audio ad formats. Our revenue mix for Q1 2021 was 20% CTV, 46% mobile and 34% desktop. Operating expenses, which in our case includes cost of revenue for the first quarter were $74.5 million versus $47 million in the same period a year ago. The increases were primarily driven by the inclusion of Telaria operating expenses, and some relative increases in cost of revenue due to increased amortization resulting from the Telaria merger and from SpotX pre-acquisition related expenses. On adjusted EBITDA basis, operating expenses including cost of revenue for the first quarter, were $51.4 million as compared to $33.5 million in Q1 2020, also driven primarily by the addition of the costs resulting from the Telaria merger. Adjusted EBITDA operating expenses were similar to the $52 million level in Q4 2020. Our GAAP based gross margin for the first quarter was 66%, up from 61% in Q1 2020 on an as-reported basis. Net loss was $12.9 million in the first quarter of 2021, as compared to a net loss of $9.7 million in the first quarter of 2020. Adjusted EBITDA was $9.4 million, resulting in a margin of 15%, slightly higher than originally expected due to benefits on both the revenue and expense side. GAAP loss per share was $0.11 for the first quarter of 2021 compared to GAAP loss per share of $0.18 in the same period in 2020. Non-GAAP income per share in the first quarter was $0.03 compared to a non-GAAP loss per share of $0.06 reported for the same period in 2020. There were 115.3 million weighted average basic and diluted shares outstanding for the first quarter of 2021. The additional shares that were not counted for anti-dilutive calculation purposes in Q1 was approximately 13.2 million shares. Capital expenditures, both purchases of property and equipment and capitalized internal use software development costs were $9.3 million for the first quarter of 2021 in line with our expectations. Free cash flow was slightly positive in the quarter, which we define as adjusted EBITDA less CapEx. Our acquisition of SpotX closed on April 30. Total consideration consisted of $640 million in cash, and approximately 12.37 million shares for a total value of $1.14 billion based on the value of our stock on the date of closing. Our financing for the acquisition consisted of the issuance of $400 million in convertible senior notes, and the issuance of a $360 million senior secured term loan. We completed the $400 million convertible senior notes offering prior to the end of Q1. We received net proceeds from this transaction of $389 million after offering expenses. $80 million of the proceeds as per our SpotX purchase agreement were used to increase the cash component of the purchase price and have correspondingly reduced the number of shares issued. The notes are due in 2026 and bear interest of 25 basis points payable semi-annually in arrears. We also utilized $39 million of the proceeds to purchase the capped call, effectively increasing the conversion premium on the convertible senior notes to 100% or $91.26 per share. Subsequent to the end of the quarter and concurrent with the close of the acquisition, we also closed the $360 million 7-year senior secured term loan facility. The term loan bears interest at LIBOR with a floor of 75 basis points, plus 500 basis points. The loan also requires 1% in annual principal payments payable quarterly. As part of the financing, we also replaced our current line of credit with a 5-year $52.5 million senior secured revolving credit facility. Additional details related to our convertible notes and senior secured facilities can be found in our 8-K and 10-Q filings. Our financing resulted in an overall blended interest rate of 3.7%, including the amortization of financing fees. At current interest rates, we expect quarterly total interest expense of approximately $7.1 million, of which on average $5.4 million would be the cash interest component. Quarterly interest principal payments will be $900,000. At the end of Q1, we had $469 million in cash and cash equivalents on the balance sheet. As noted, the increase from year-end was driven by the convertible note financing. We expect cash used for the deal-related expenses in Q2 2021 to equal approximately $54 million, consisting of $21 million in banking fees, $29 million in debt financing costs, and $4 million in legal and other related expenses. We expect our cash balance at the end of Q1 2021 when accounting for the term loan payment for SpotX deal fees, operating expenses and including CapEx for the combined company to be in the range of $125 million to $150 million. As a reminder, our cash balances can swing disproportionally both up and down compared to the run rate of our business since we collect and pay the gross amount of flow through to our sellers, while we record revenue primarily on a net basis and even more so with higher revenues with SpotX going forward. As Michael briefly covered, on a standalone basis for Q1 2021, SpotX generated Revenue ex-TAC of $31.2 million, up 45% year-over-year, of which $19.7 million was attributable to CTV, up 70% year-over-year. We continue to target in excess of $35 million in run rate operating cost synergies, with more than half of the synergies targeted to be realized within the first year of combined operations. I will now share expectations for our second quarter, which includes only May and June for SpotX since the acquisition closed on April 30th. Due to the complexities caused by a mid-quarter close, we will be providing additional details regarding CTV revenue expectations for Q2. We'll also be providing certain growth rate expectations on a pro forma basis, as if SpotX had closed on April 1 at the start of the quarter to provide even more insight on performance. We do not anticipate that we will provide forward-looking CTV specific revenue expectations in the future. We expect Revenue ex-TAC for the second quarter to be in the range of $92 million to $96 million. We expect Revenue ex-TAC attributable to CTV for the second quarter to be in the range of $30 million to $34 million. We expect Revenue ex-TAC attributable to CTV to grow greater than 90% year-over-year for pro forma full quarter Q2 2021. That is as if the SpotX acquisition occurred on April 1, 2021. We expect that adjusted EBITDA operating expenses in Q2, including cost of revenue will be $68 million to $70 million. Given the many moving parts in our cost base for Q3, including the mid-quarter SpotX acquisition close, increasing costs related to COVID recovery consisting of some additional office events and travel costs and our SpotX acquisition-related cost synergy initiatives, we're also providing adjusted EBITDA operating expense expectations for Q3. We expect adjusted EBITDA operating expenses in Q3, including cost of revenue, to be in the range of $76 million to $79 million. Shifting now to our long-term financial targets. We're raising our long-term annual Revenue ex-TAC growth target from 20% to 25% based on a greater CTV mix, now that we've closed the SpotX acquisition. On our last call, we raised our long-term adjusted EBITDA margin targets to 30% to 35% and are keeping those targets as is driven by continued financial leverage, profitability of CTV, the addition of the high-margin SpotX business, and our targeted $35 million plus of synergy savings. We are thrilled to have closed the SpotX acquisition and look forward to working with our new teammates from SpotX and executing on our integration plans. We also look forward to the acceleration of our CTV business, and to the increased sustainable margins that it will bring and sharing our first quarterly financial results as a combined company in Q2.

Our first question is from Laura Martin from Needham. Go ahead.

Hi, there. Thanks very much for taking the question. Michael, I would be interested in your thoughts about why the CTV growth is different on a pro forma basis like SpotX up at 70%, you guys down at the 32% level on a pro forma basis? And if you care to comment why Roku is at 100% year-over-year growth with so much higher. Thank you.

Yes, hi, Laura. Thanks for the question. Yes, so I think March was a bit of a disappointment for us at Magnite. I think if you look at the combined company going forward, you're just going to have a greater line of CTV products that each kind of address a different sliver of the marketplace. We talked a bit about the SpotX managed service business, which was able to extract linear dollars into CTV capability that we did not build out at Magnite, but saw as something incredibly attractive in its products, along with a few other products. But as we said, severe acceleration in Q2 for Magnite's business, and if you look at the two combined, you're in the 90% plus growth range for Q2. So, all is well there. And as far as Roku is concerned, I think those owned and operated platforms have kind of a different business model and different business metrics. So it's tough to compare us directly to Roku. Obviously, the same category, but I think that we feel really good about our long-term position as this leading platform independent for the open web. And I think the numbers that David shared reflect that and the margins in the business reflect that as well.

Great. And then my follow-up would be you're doing a lot of business with like Samsung and Fubo, these are really high-quality names for your CTV opportunity. Could you talk about whether you continue to see consolidation in SSPs behind Magnite as you have in the past? Thank you.

Yes, thank you, Laura. I believe that on a larger scale, with legacy Rubicon and the display world, the popularity of header bidding will definitely allow some SSPs to remain operational. However, when you look at the CTV sector, SSPs are used much less frequently by platforms, and those that are utilized have a significant share of revenue and inventory. We have developed our company, particularly with SpotX, in a way that distinguishes us from competitors in the industry. We believe this differentiation and growth puts us in a strong market position. These will be the companies we compete against.

Our next question is from Jason Kreyer from Craig-Hallum. Go ahead.

Alright. Thanks for taking the question, guys. Michael, just wanted to get your view of your major differentiation with competitors. You folded into SpotX in the past year. One of the things I've discussed with you guys has been the engineering talent. Just curious how you turn this massive network of development teams and engineers into a wider competitive advantage?

Thank you for the great question, Jason. Engineering talent is highly valued by every technology company. Specifically in the CTV space, we see it as more of a software-driven landscape. While our role in the display market was primarily to connect publishers with demand, the CTV environment is more complex. This inventory is very valuable and is usually sold directly by publishers, but buyers prefer to purchase programmatically. Consequently, publishers will want increased control over how they manage this inventory and will need software solutions to facilitate that, which should result in appropriate compensation for them. When you consider the combined roadmaps of Magnite and SpotX along with the talent from both teams, we anticipate that our capacity to drive software innovation will be unparalleled in the industry, leading to a distinct competitive edge. Unlike the display SSP market, where minor algorithm improvements can yield small gains, our software offerings will provide significant, tangible advantages that others will struggle to match, particularly in terms of accelerating product development. We are genuinely excited about these possibilities.

Perfect. On the privacy, I know it's early days on IDFA. We still haven't seen anything on cookie deprecation, but just wondering if you can give us a feel for commentary with publishers and buyers. We've thought that you've been in an enviable position there. But just curious, like, is that being shared with you from people that you talk to? And is that translating into you winning more business right now?

Yes, I think it's too early to determine the percentage of iOS for 10.0, which I believe is 14.1. We're seeing single-digit adoption in terms of those who have downloaded the operating system or purchased new devices with it installed. It's still too early to assess the overall impact. However, I believe the marketplace is quite prepared for it. We have been actively engaging with publishers in the audience marketplace, and as you know, our exposure to IDFA has not been significant. In the CTV sector, IDFA isn't a primary concern for us. Therefore, we remain confident that our forecasts indicate that IDFA will not significantly affect our revenue projections.

And I wanted to go back to Laura's question on the Q1, the lighter CTV revenue that you guys have commented too. I mean, I think you alluded to kind of increasing the organic Q2 CTV growth. So I'm just wondering, like, is there any way to parse out your guidance for Q2 on Connected TV, in terms of what you expect SpotX to contribute versus what legacy Magnite is contributing to that?

I'll hand it over to David for some specifics, but I want to emphasize that Magnite is growing and has reached the levels we anticipated and even exceeded them. This is not solely due to SpotX's performance in Q2; both areas are showing remarkable growth. The slowdown we observed in Magnite in March has been fully compensated for. David, do you have any additional insights on this?

No, I think that covers it.

Our next question is from Shyam Patil from Susquehanna. Go ahead.

Thanks, guys. I had a couple of questions on CTV. Michael, I know you've talked about the March trends. I was just wondering if you could maybe elaborate on some specifics on what you think caused the trends in March. And I know things have accelerated nicely since then, in April and so far in May. Could you talk about what's driving that acceleration? I know, it seems like it's more than just the comps. Can you just talk about what's driving that acceleration?

Thank you for the question. In any emerging marketplace, including CTV, there can be unexpected fluctuations from time to time. We have thoroughly analyzed the situation and discovered that in certain cases, more inventory was sold directly outside of the programmatic channel, which remains new for some publishers. As I mentioned earlier, our product lineup in the programmatic CTV sector was not as comprehensive as that of SpotX. This is one of the reasons for acquiring SpotX, to enhance our capabilities for increased revenue opportunities. Moving forward, I believe that as the overall ad market strengthens, some of the key sectors that were lagging due to the pandemic are beginning to recover in Q2, with CTV clearly benefiting. Q2 has performed much better than we initially expected, following a strong Q1 that experienced a weaker March. The reasons behind the March dip are likely varied, but they are not indicative of any systemic issues that would detract from our position in CTV or the appeal of that market.

Right. And then just a follow-up. I just want to clarify. I think you've already kind of hinted at it, but in the past, you've kind of talked about growing CTV, kind of in the 50% range or higher. When you look out, is anything kind of changed your view on your ability to do that?

No, nothing at all. If the two companies were combined in Q1, you would have seen over a 50% growth rate, with an acceleration in Q2. We feel good about that.

Our next question is from Nick Zangler from Stephens. Go ahead.

Hey, guys, thanks for taking the question. I'm really interested in the future potential of utilizing first-party data. I think you guys have previously stated that around 10% of revenues are effectively sourced by utilizing first-party data from publishers and this would be expected to grow given IDFA and the future elimination of cookies and Chrome. I'm wondering if there's any way you could size up this opportunity as we push forward and maybe comment on what future penetration could be? And then with that given the rising value of first-party data within the overall ad tech ecosystem, your close relationship with publishers, can you just talk about how Magnite's value within the overall ad exchange improves, given how close you are to publishers? And what that might mean for customer stickiness, take rates, et cetera? Thanks.

Yes. Thanks, Nick. All good questions. I'll hit some of them and David can chime in as well. I don't think when we broke out the number a couple quarters ago, we just wanted, I think it was an attempt to give a sizing to, it is since increased, but I don't think we're going to be in a cadence of quoting a specific number every quarter. David, is there any more color as it relates to what it means to our share in terms of revenue?

Yes. So we talked about it, we talked about a few quarters ago of being 10% of our revenue with that growing to 20% or greater in 2021, and so we continue to steadily grow. And I think now that opportunity certainly accelerates in 2022. We're still ways away from Google removing supported third-party cookies. And so when that occurs, it'll rapidly accelerate beyond that.

Awesome. And then in terms of value for Magnite, I think you touched on a really important point there, Nick. And that is I think that generally speaking before this whole addressability and identity, call it, crisis, certainly exacerbated by the deprecation of third-party cookies and IDFA. I think that we were never thought of as a category, the supply side. Strategic is perhaps the demand side because the demand side was closer to the data implementation for the advice from their clients and we're just the aggregator of inventory. And so I think that generally speaking, people view that as a more strategic piece of the marketplace. And I think there's a growing understanding that if that was indeed the case, if that value was being attributed to DSPs because of their role in being able to make this ad buying smarter, well then you certainly can see that in the SSP world now, where no matter what the solution is, whether it's Apple or Google, if you're consented, and you get the consent of the individual, then you are able to use first-party cookies. And the only person that can do that really is the publisher; they have the relationship. And they need an SSP to help them normalize that information, put it in taxonomies. It's understood by buyers, create secure levels so that only buyers can do certain things with that. All those things fall to the SSP to help the publishing partner. So we feel as though we're in a terrific crossroads here for the industry and for Magnite in particular, just given the evolution of the shift from third-party to first-party.

That's super helpful. I think that's still pretty underappreciated in the market. And then just to close here, obviously, there just seems to be a lot more premium CTV inventory coming to market. Within the last quarter, we've had Discovery Plus, Paramount Plus, they've come out. As more of this premium inventory has come into the market, just what's overall then the impact of business at Magnite and SpotX? And are you winning some of this new inventory that's out there? And are you seeing any impact on CPMs towards existing inventory as the supply is seemingly materialized? Thanks a lot.

Yes, thank you, Nick. There has been no decline in CPMs at all. The inventory remains relatively scarce and high in value. Even with the additional supply entering the market, we haven't noticed any drop in prices. Many of the launch strategies for these Plus services focus on direct sales and sponsorships, which means the inventory isn't immediately ready for programmatic use. However, after that initial phase, we expect to have more access to top-tier supply, which will certainly benefit our business model.

Our next question is from Vasily Karasyov from Cannonball Research. Go ahead.

Thank you. Good afternoon. I wanted to follow up, Michael, on your comments about the increased business opportunity with Roku now that SpotX is integrated. Can you provide us with more details about how this works? Specifically, why are you gaining more access to Roku inventories? Is it because SpotX has relationships with more apps? Additionally, I understand that Roku is actively promoting their OneView platform to advertisers. Does that impact your operations positively, negatively, or is it not relevant at all? I would appreciate your insights on this.

It's a great question. Regarding specific SpotX initiatives and products, since we just closed the deal, we owe you and the community a deeper dive into this business and its product lines. However, I will defer that discussion for another call, perhaps next quarter, due to the recent closure. To answer your question about mentioning Roku, yes, we highlighted it because our stats team has a relationship with Roku, which will be further defined in the future. In terms of Roku's business, there is a dynamic interplay. They have performed exceptionally well in measurements and products like OneView. Our involvement focuses on helping discover how to distribute their programming across various platforms, including Roku. Their goal is to aggregate all inventory in one place and sell it to a single advertiser, rather than having them purchase inventory from various sources independently. This does happen, but their stated goal is to consolidate everything for efficiency. That’s where an SSP provides significant value. We expect this to evolve over time. Additionally, the premium content channels on Roku that we work with are keen on combining their inventory with that from other platforms like Amazon, Vizio, and Samsung, to make it simpler for buyers to access all available inventory in one location.

Our next question is from Matthew Thornton from Truist Securities. Go ahead.

Hey, good afternoon, guys. Maybe one for Michael, one for David, if I could. Michael, can you just walk us through how you're thinking about operating the business going forward here? Is it just CTV versus non-CTV? How you're thinking about branding, how you're thinking about integration timeline with SpotX, and ultimately to kind of go-to-market strategy there. Do you think you can drive revenue synergies and kind of what that go-to-market looks like? And then just for David. David, I think you gave a number for cash $125 million to $150 million. I think that's kind of the attempt at the pro forma number exiting 1Q for all the deal costs out of the way. I just want to make sure that I heard that right. And when you think about the combined business now, and it's maybe too early, but I'm curious if you have any thoughts as to what free cash flow conversion might look like? Meaning EBITDA conversion to free cash flow, what that might look like for the combined business going forward? Any color there would be great. Thanks, guys.

Yes. Hey, Matt, there's a lot to consider regarding integration planning, which is just starting at a high level. We fully expect to operate as one unified company in the market during the second half of the year. Beginning in July, we will go by Magnite, where the SpotX brand will either be phased out or transformed into a product, pending further decisions. There's certainly a lot to work out in the details. Ultimately, we will merge into a single platform, and as we've mentioned, our CTV platform operates differently from the ad engine for display. Therefore, final integration isn't necessary since both are finely tuned for their specific purposes. None of this should create friction for our clients or customers. There will be a unified dashboard regardless of whether there are two or three platforms behind it, which will be insignificant to the buyers and sellers. We're genuinely looking forward to reaching our first milestone in July when we transition to a single go-to-market company.

Yes, Matt, you are correct. From a cash perspective, the target range we are aiming for will be clearer once the quarter closes. Regarding free cash flow, we mentioned reaching over $500 billion in revenue with an adjusted EBITDA margin of over 30%. You can use this information to gauge our growth and understand what the flow-through looks like. However, it's still early to provide exact figures, as we are working on determining the timing of some of our cost synergies. There is considerable work ahead to finalize our future structure, and we expect to share more detailed information in the upcoming quarters.

Our next question is from indiscernible from Evercore. Go ahead.

Okay, thank you. Let me try two, please. Could you please talk about why SpotX CTV revenue growth is so much faster or was so much faster than Magnite's on an organic basis? What is really driving SpotX's growth rate? And then the second is, could you please comment on OLV growth? It was very healthy in the fourth quarter, anything in particular, other than the March commentary that you may want to call out? Thanks.

Thank you. Yes, so we touched upon it briefly and as I said before, we owe the community a deeper dive into the product lineup of SpotX. And never having been a public entity before and being a division of a public company not a ton is known on the street or in the community about SpotX. So we definitely owe that to you. And so some of that will become evident in terms of perhaps where the growth came. We did mention their capabilities as it relates to managed services, and that is the extraction of like linear dollars, bringing it into CTV in an easy on-ramp. You find in these developing markets that some folks have the desire to want to buy CTV, but not the capabilities. And if you provide that to them, it's a great business to get them acclimated to CTV and then continue to buy programmatically from there. So literally grabbing linear dollars and bringing them into CTV. And that's a big piece of the growth rate differential along with some other products on the margins. And as it relates to OLV, as we kind of said in Q4, we saw an amazing uptick of OLV towards the end of the quarter, which was kind of unprecedented at that juncture. So we feel as though the comparing the two rates present some difficult comparisons because of the unusual nature of it, but I don't know, David, if you have anything else to share as it relates to that.

No, nothing to add. I think that clears it.

This concludes our question-and-answer session. I would like to turn the conference back over to Michael Barrett for closing remarks.

Thank you, operator. We are really pleased with the high growth profile Magnite has with our revenue concentration in the fastest growth areas of the market, CTV and OLV. Since December of 2019, we have gone from an SSP without a CTV presence to now be the clear independent omni-channel market leader with the majority of revenue post closing of the SpotX deal coming from CTV and OLV. The integration work begins now, and I feel more bullish than ever about the future of Magnite. Thank you for joining us for our Q1 results call. We look forward to talking to many of you through virtual investor meetings and conferences hosted by Cannonball Research, Needham, Craig-Hallum, Evercore and SIG or Susquehanna in the next month, and have a good evening.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.