Magnite, Inc 10-K for FY2019

Magnite, Inc. (MGNI)

10-K 2020-02-27 For: 2019-12-31

Added on April 09, 2026

About this 10-K

Magnite, Inc filed this 10-K on February 27, 2020, covering the fiscal year ended December 31, 2019 (FY2019).

Fiscal year ended December 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.



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

12181 Bluff Creek Drive,	4th Floor	Los Angeles,	CA
	90094
(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	RUBI	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
	None



		Page No.
Special Note About Forward-Looking Statements		3

Part I
Item 1.	Business	5
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	41
Item 2.	Properties	41
Item 3.	Legal Proceedings	41
Item 4.	Mine Safety Disclosures	42

Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6.	Selected Financial Data	43
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	90
Item 9A.	Controls and Procedures	90
Item 9B.	Other Information	91

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	91
Item 11.	Executive Compensation	95
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	118
Item 13.	Certain Relationships and Related Transactions, and Director Independence	122
Item 14.	Principal Accountant Fees and Services	123

Part IV
Item 15.	Exhibits, Financial Statement Schedules	125
Item 16.	Form 10-K Summary	127
Signatures		128


•	our ability to close the previously announced merger with Telaria, Inc., to successfully integrate the businesses, and to achieve the benefits expected to result from the merger;


•	our ability to continue to grow and to manage our growth effectively;


•	our ability to develop innovative new technologies and remain a market leader;


•	our ability to attract and retain buyers and sellers and increase our business with them;


•	our vulnerability to loss of, or reduction in spending by, buyers;


•	our reliance on large sources of advertising demand and aggregators of advertising inventory;


•	our ability to maintain and grow a supply of advertising inventory from sellers and to fill the increased inventory;


•	the effect on the advertising market and our business from difficult economic conditions or uncertainty;


•	the freedom of buyers and sellers to direct their spending and inventory to competing sources of inventory and demand;


•	our ability to cause buyers and sellers to use our solution to purchase and sell higher value advertising and to expand the use of our solution by buyers and sellers utilizing evolving digital media platforms, including connected television, or CTV;


•	our ability to introduce new offerings and bring them to market in a timely manner, and otherwise adapt in response to client demands and industry trends, including shifts in digital advertising growth from desktop to mobile channels and other platforms and from display to video formats and the introduction and market acceptance of Demand Manager;


•	uncertainty of our estimates and expectations associated with new offerings, including header bidding, private marketplace, mobile, video, Demand Manager, and traffic shaping;


•	lower fees and take rate and the need to grow through advertising spend increases rather than fee increases;


•	our ability to compensate for a reduced take rate by increasing the volume and/or value of transactions on our platform and increasing our fill rate;


•	our vulnerability to the depletion of our cash resources as we incur additional investments in technology required to support the increased volume of transactions on our exchange and development of new offerings;


•	our ability to support our growth objectives with reduced resources from our cost reduction initiatives;


•	our ability to raise additional capital if needed and/or to renew our working capital line of credit;


•	our ability to continue to expand into new geographic markets and grow our market share in existing markets;


•	our ability to adapt effectively to shifts in digital advertising;


•	increased prevalence of ad blocking or cookie-blocking technologies and the slow adoption of common identifiers;


•	the growing percentage of online and mobile advertising spending captured by owned and operated sites (such as Facebook, Google, and Amazon);


•	the effects, including loss of market share, of increased competition in our market and increasing concentration of advertising spending, including mobile spending, in a small number of very large competitors;


•	acts of competitors and other third parties that can adversely affect our business;


•	our ability to differentiate our offerings and compete effectively in a market trending increasingly toward commodification, transparency, and disintermediation;


•	requests for discounts, fee concessions or revisions, rebates, refunds, favorable payment terms, and greater levels of pricing transparency and specificity;


•	potential adverse effects of malicious activity such as fraudulent inventory and malware;


•	the effects of seasonal trends on our results of operations;


•	costs associated with defending intellectual property infringement and other claims;


•	our ability to attract and retain qualified employees and key personnel;


•	our ability to identify future acquisitions of or investments in complementary companies or technologies and our ability to consummate the acquisitions and integrate such companies or technologies; and


•	our ability to comply with, and the effect on our business of, evolving legal standards and regulations, particularly concerning data protection and consumer privacy and evolving labor standards.


•	we could owe a substantial termination fee to the other party in specified circumstances;


•	if the merger agreement is terminated and our board seeks another business combination, our stockholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that Telaria has agreed to in the merger agreement;


•	time and resources, financial and other, committed by our management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities;