Good afternoon. Welcome to Magnite First Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] 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 result -- 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…

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…

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…

[Operator Instructions] 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 90% plus growth range for Q2. So, 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 of 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 [indiscernible] 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, thanks, Laura. Yes, I do think that certainly on a broader scale, legacy Rubicon, the more of the display world, you have a header bidder -- header bidding popularity that will necessarily keep a handful of SSPs in business, and -- but if you go when you go into the CTV business, you start to see that SSPs are much less frequently used by platforms and the ones that are used -- have outsized share of wallet and inventory. So we're going to -- I think that we've built the company now with SpotX. That really separates us from anyone else in the industry. We think it creates that separation and acceleration. And we feel very good about our market position. These will be the competition.

Thank you very much, Michael.

Thanks, Laura.

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

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

Yes, great question, Jason. Thanks for asking. I think that -- engineering talent is prized by any technology company in any walk of life. But I would say that, as it relates to CTV specifically, we view that and we've talked about this in the past, we view that much more as a software first world whereas if our job in the display world was just the harness demand for publishers, it's going to be a lot more nuanced in the CTV world. This is highly valuable inventory. It's traditionally sold direct by publisher, buyers want to buy it programmatically. So buyers -- so publishers are meeting that demand in the marketplace, but they're going to want much greater control over it. They're going to want software to be able to do it themselves, and will get paid appropriately for that. And so I think that when you look at the laundry [ph] list, the roadmap that we had as Magnite standalone. And you look at SpotX's roadmap and you combine the talent of both those teams and the sheer numbers, as I cited, the tripling in size, that we will be able to start to pound out software innovation, unlike anyone else in the industry. And that really will create separation and oftentimes in the other -- in the display, SSP world, there's a lot of well -- or algos are better, we can bring in extra nickel. I think in this world, there's tangible benefits to working with us that other folks can't replicate as it relates to software in the product development cycle that we're going to be able to accelerate. So really, really excited about that.

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 to you with people that you talk to? And is that translating into you winning more business right now?

Yes, I think, Jason, it's just too early to tell. In terms of percentage of iOS for 10.0 [ph], I think is the 14.1, the operating system. We're in the single digits in terms of folks that have downloaded the operating system or bought a new device that has the operating system installed. So it's just -- it's too early to tell. I mean, I do think that the marketplace is pretty prepared for it. The things we've been doing in the audience marketplace on our side working with publishers, of course, as you well know, our exposure to IDFA, it hasn't been all that great. And obviously, in the CTV business, that's not your main. So, we feel confident that our predictions that IDFA will not have a material impact to any of our revenue forecasts that we put out there exist.

And I wanted to go back to Laura's question on the Q1, the lighter CTV revenue that you guys have commented on 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 kick it to David on some of the specifics there, but suffice to say, Magnite is growing in terms of -- its back to where we always thought it would be and then some. So, I think that this isn't a case of -- in q2, particularly SpotX coming in and saving the show, if you will, I think both are growing exceptionally well. And any kind of slowdown that we witness in Magnite in March has been more than made up for, but David, do you have any more color to bring to that?

No, I think that covers it.

Thank you, gentlemen.

Thanks, Jason.

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

Thanks, guys. I had a couple 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 are 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?

Yes. Thanks for the question. I’m -- so, I think that there's in any kind of nascent marketplace and CTV is certainly nascent. There's going to be aberrational blips and 3 months cycle. We obviously tore it apart to really look at it and in some instances you're finding that more of the inventory sold direct outside of the programmatic channel, programmatic is nascent for some of these publishers. As I had cited before, our line of products in the programmatic CTV business wasn't as -- didn't have as many pieces to them as the Telaria folks -- I mean, I'm sorry, as SpotX did. So it's part of the thesis or acquiring SpotX to say, increase our capabilities in those areas for more revenue opportunities. So I would think that, again, as you go forward, strengthening ad market overall, some of those key categories that were lagging because of the pandemic are kicking back in Q2, and CTV is certainly being the beneficiary of that. So, I would say that Q2 is behaving what in excess of what we would have thought going into it, and that Q1 was strong going in, and then had a weaker March. And, again, probably a handful of reasons there, but nothing systemic or anything that takes the bloom off the rose in terms of our position in CTV or the attractiveness of that marketplace.

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, no, nothing at all. I think that -- you look at the -- if the two companies were combined in Q1, you would have had excess of 50% growth rate there, acceleration in Q2. So, no, we feel good about that.

Great. Thank you, guys.

Thank you.

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 in 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 over -- 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 -- of 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 accelerate rapidly 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 was -- 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, whether it's 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 level 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 materially increased? Thanks a lot.

Yes, thanks Nick. The -- so no declination in CPMs at all. It still remains relatively speaking, scarce, high value inventory. So even with additional supply coming from market, we haven't seen price degradation. I think a lot of the launch strategies of these Plus services are centered around direct sold, sponsorship in nature. And so the inventory doesn't instantly become programmatic ready. But I think after that initial phase occurs, we're just going to be able to have opportunity to get access to more supply, top tier supply, and that obviously will be a plus for our business model.

Great, thank you.

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

Thank you. Good afternoon. I wanted to follow-up, Michael, on your remarks about increased business opportunity with Roku, now that SpotX is integrated. So in terms of how that nitty-gritty works, can you give us a little more detail? Why you're getting more -- a, why you're getting more access to Roku inventories? Is it just because SpotX has relationships with more apps? And then the second one is, I'm sure you know that Roku is talking a lot and pushing to advertisers their OneView platform. And I was wondering if that's -- if that makes your life easier, harder or makes no difference whatsoever? So if you could help us understand that.

Sure. It's a great question. So I think that as it relates to specific SpotX initiatives, implementations, products that -- given that we just closed the deal that we owe you and the rest of the community a far deeper dive into this products business and product lines, etcetera. But I'm going to defer that for another call, perhaps next quarter, just given the recency of the close. And as it relates to -- and so in -- to your question, the specifics of mentioning Roku in the script, yes, an answer to that question we mentioned it because the statics team has a relationship with Roku, again, to be defined greater going forward. And as it relates to Roku's business, there is a push and a pull. They certainly done a very, very good job in terms of measurement. They've done a very good job in terms of the products like OneView. But there is kind of a where we get involved and helpful is the idea that a discovery who distributes their programming in a number of different platforms, including Roku, their goal is to try to aggregate all their inventory in one location and sell it to one advertiser and not have advertisers buying their inventory outside of them. Obviously, it occurs, but their stated goal would be to try to bring it all into one place when viewed on their side. And so that's where an SSP adds a tremendous amount of value. And I think we'll just see this evolve over time. But the premium content channels on a Roku that we have relationships with really desire, aggregating that inventory along with their Amazon inventory, along with their all sorts of other distributed inventory on Vizio or Samsung and try to bring it in one location to make it easy for buyers to buy all the inventory.

Okay. Thank you very much.

You're welcome.

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'll be great. Thanks, guys.

Yes. Hey, Matt, obviously, a lot to come in terms of integration planning, just kicked off a very high level. We completely expect to be one company in market as one company for the second half of the year. So, starting in July, it will be Magnite where the SpotX brand exists or does it become a product? Is it used in some other fashion to be determined. But, yes, a lot of devil in the detail. I mean, eventually, we will combine as one platform as well, and as we've talked about our CTV platform is different than the ad engine that does the display. And so there's no need to do that final integration, because they are both highly specific for what they do. And none of that will be friction for our clients or customers. There'll be integrate -- there'll be a unified dashboard whether or not there's two platforms, three platforms behind it, it'll be immaterial to the buyers and our sellers. And so we're really looking forward to that first milestone, which is in July going as one go-to-market company.

Yes, and, Matt, yes, you've got that pegged right, from a cash perspective that range is once the dust settles at the end of the quarter, that's the level range that we're targeting. From a free cash flow, flow through perspective, I think, if you just step back, we talked about reaching over $500 billion in revenue at a 30% plus adjusted EBITDA margin, so you can kind of order of magnitude take that and calibrate our growth from here to there to give you some high level perspective on what the flow through looks like. As far as pegging that more specifically, it's a little bit early. We're just -- we're still determining the exact timing of some of our cost synergies. There's some -- a lot of work to do with getting our go-forward structure in place. And so, we'll be able to, I think, provide more detailed color on that in quarters to come.

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 a 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.

Okay. Thank you, Michael.

Thank you.

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.