Good day, and welcome to the Magnite Q2 2025 Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Nick Kormeluk in Investor Relations. Please go ahead.

Thank you, operator, and good afternoon, everyone. Welcome to Magnite's Second Quarter 2025 Earnings Conference Call. As a reminder, this conference 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 on 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 impacts of macroeconomic factors on our business. 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 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 first and second quarter 2025 quarterly reports on Form 10-Q and our 2024 annual report on Form 10-K. We undertake no obligation to update forward-looking statements or relevant risks. Our commentary today will include non-GAAP financial measures, including contribution ex-TAC, or less traffic acquisition costs, adjusted EBITDA and non-GAAP income per share. Reconciliations between GAAP and non-GAAP metrics for our reported 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 additional metrics to provide greater insights into the dynamics of our business. Please be advised that this additional detail may be onetime in nature, and we may or may not provide an update on the future of these metrics. 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. Please go ahead, Michael.

Thank you, Nick. Q2 came in strong, and we exceeded total top line guidance with CTV contribution ex-TAC growing 14% or 15% excluding political and DV+ growing 8%. Adjusted EBITDA also came in significantly above expectations at $54 million, growing 22% with a margin of 34% versus 30% in Q2 last year. Our CTV business continued to produce strong results, driven by new and expanding partnerships, positive SMB trends, growth in agency marketplaces and programmatic growth in live sports. Let's go one by one, starting with the industry's largest streamers, where we continue to deepen our relationships. Our most significant growth came from Roku, Netflix, LG, Warner Bros. Discovery and Paramount this quarter. Warner Bros. Discovery announced their NEO platform during the upfronts in Q2. This is a new programmatic ad platform that allows CTV buyers direct access to WBD's entire premium video inventory through one simplified and intuitive user interface. The programmatic component is powered by Magnite. One of the most compelling future sources of CTV growth will be midsized direct-to-consumer brands, and we see that trend gaining momentum now. This segment of the market has been unlocked by a number of critical factors. The technology to run programmatically has matured and been implemented by the largest publishers. Inventory has scaled and CPMs have normalized to drive higher return on ad spend. Additionally, AI has dramatically reduced ad creative production costs and targeting ease, all making CTV become a desired and high-performing channel, delivering strong results for digital-first advertisers. We are very pleased to see an SMB-focused DSP partner, MNTN, go public this quarter, which further shows that the entry of SMBs into CTV is very real. We see the SMB segment exploding over the next 3 to 5 years through newer specialized DSPs like tvScientific, Vibe, Streamer and…

Thanks, Michael. As Michael mentioned, we had strong revenue growth in Q2 as macro downsides were not as pronounced as initially feared. We saw stronger than market growth in DV+ due to several product enhancements and momentum from a number of recent deals we signed. Adjusted EBITDA was also significantly above guidance, growing 22% over the second quarter of last year with a margin of 34% compared to 30% last year. We're very pleased with these results and in particular, the continued strong growth in DV +. While some tariff-related pressures persist, the overall ad spend environment appears less volatile. Given our current view and assuming that this level of stability continues, we are reinstating our expectations for full year results, which I will cover in more detail later in my remarks. Total revenue for Q2 was $173 million, up 6% from Q2 of 2024. Contribution ex-TAC was $162 million, up 10%, exceeding the high end of our guidance range. CTV contribution ex-TAC was $72 million, up 14% year-over-year or 15% excluding political and at the top end of our guidance range. DV+ contribution ex-TAC was $90 million, an increase of 8% from the second quarter last year and above the top end of our guidance range. Our contribution ex-TAC mix for Q2 was 44% CTV, 39% mobile and 17% desktop. From a vertical perspective, technology, health and fitness and financial were the strongest performing categories, while auto was the weakest. Total operating expenses, which includes cost of revenue, were $151 million, a decrease from $153 million for the same period last year. Adjusted EBITDA operating expenses for the second quarter was $108 million, better than we expected and an increase from $102 million in the same period last year. The majority of the favorability in our guidance was driven…

[Operator Instructions] The first question comes from Shyam Patil of Susquehanna.

Congrats on the great quarter and outlook. I had a couple of questions. First one, you guys have had a lot of exciting new partnerships and customer wins over the past few quarters. And it really seems like your positioning in the market is being validated pretty strongly, if not inflecting upward. Maybe, Michael, can you talk about this and just the broader momentum you're seeing? And then my second question, Michael, I know you talked about Google in the prepared remarks. Just maybe what's your thinking in terms of kind of base case on what happens and kind of the benefit to Magnite? And then you talked about civil damages. I'm just kind of curious what that could look like as well.

Yes, good questions. So yes, we have posted up a number of exciting wins and really thrilled with the traction in the marketplace. I think if you broadly look at them, particularly the ones on the CTV side, but not just related to CTV, you're seeing a trend where folks are utilizing pieces of our product stack to help build their programmatic businesses on. And this kind of modular approach that we can approach the marketplace is quite unique, and it's not just a one-size-fits-all approach. And so I think what we're finding is success in that approach, success in the investments that we made in our product, the acquisitions that we've made. And we find ourselves in a relatively rarefied air where the competitive set is quite lean at that point. And I would expect to see more continued success in that area. As it relates to Google, it's kind of difficult to crystal ball it just given the fact that the remedies are out there, but haven't been ruled by the judge. And so I would imagine at that juncture, when the remedies are put forth, we'll probably have a stronger opinion as to what it might look like. And as it relates to any possible litigation in the civil action, I just will stick with the verbiage that we used in the script, and that is we're looking at it, and we think there's a lot of merit there.

The next question comes from Shweta Khajuria of Wolfe Research.

This is Ken on for Shweta. Just one for me. What is driving the reiteration of the prior guide given the raise in Q3?

Yes, I'll take that. Yes, I think it's interesting. After our last earnings call, as we went through May and June, I think the overall ad spend market was sort of moderate -- soft to moderate, but it was much more at least stable than what we had feared. So I think we kind of had bigger fears throughout that quarter. And there's -- even though the ad spend market isn't robust at this point of time, it's become much more stable. And so that's given us comfort to reiterate or to put back into place our perspective for the full year. We're also super excited about, of course, the growth in CTV. You can see some of the acceleration, and we gave some numbers to back out political. So you can see the kind of organic growth and acceleration in that business. But we're particularly happy with the DV+ business. We were initially more concerned that, that business could be more volatile and with potentially more downside. But the team has really done a fantastic job. We've got some new product releases. We're getting some more momentum on some of our recent deals. And so there's actually more strength, I think, in that DV+ than we even anticipated. And so a combination of all those factors helped us to feel comfortable that we could kind of get something out there for the full year. Again, assuming that this current environment kind of continues the way that it's going right now.

Our next question comes from Dan Kurnos of The Benchmark Company.

All right. Obviously, great quarter again, guys. So Michael, I mean, I guess I'll start it off and just say, yes, Google is getting sued. They're also trying to stuff the whole DV+ industry into an AI Mode box. So we can debate whether or not they should be allowed to put their crawler and their AI on one consolidated platform. But how do you guys think about the development of Agentic in the marketplace and your ability to continue to monetize in DV+ if that becomes an increasing source of traffic and usage from consumers? And then you spent a good amount of time talking live sports, Michael, and I appreciate that. And I guess we've got ESPN D2C, we've got Fox D2C and Peacock just had an absolute killer upfront. And so how should we think about the contribution this year from live sports because it's almost all being done programmatically now like or at least the newer offerings. So just help us think through potential even as early as this year from that platform.

Yes. Thanks for the questions, Dan. Yes. So AI is definitely the Agentic chat tools that consumers are using, businesses are using. There's no question that search referral traffic has gone down for our clients at primarily browser-based websites. It's important to note, and David gave the mix before in his part of the script, our business is pretty well diversified. We have a lot of mobile app business. Obviously, CTV isn't impacted by this directly. And if you note the types of publishers we have, we have quite a lot of top brand globally known brands, media companies where they truly are destination sites and weren't as reliant upon search referrals. And so there's a bit of protection there for them in terms of their future prospects for the business. And lastly, we do work with a broad, broad swath of top publishers, produces an awful lot of ad inventory. We'll process close to 1.5 trillion ad requests today. I'd love to say we sell every one of those requests, but obviously we don't. And therefore, even if there was some deterioration in terms of traffic, which led to less ads going to auction, it probably just kind of increases our win rate as a percentage of traffic that we bring, also probably lowers our processing costs. We haven't seen budget shift. We haven't seen buyers shy away from open web. And so I think we feel pretty good about where we stand today. And lastly, it's pure conjecture, but I don't think every one of these popular chat agents are going to be able to stand up an ad business, the size of Google's, every one of them hiring 5,000 to 7,000 salespeople, the technology involved in it, they'll obviously have to have an ad play. And I fully anticipate that we'll be able to play in that game as -- them as publishers and us as sources of demand. So it could be newfound publishers for us. And as for live sports, yes, it is early. And look, it's super encouraging that these sports rights are being won by streamers. Consumers have cut cord and they have voted that streaming is the way to go. The FanDuel isn't insignificant. As you know, they have a huge regional sports network in baseball, and we are participating in that as we speak. And so I think that we'll be able to dimensionalize the numbers in the not-too-distant future, but it's still pretty early days in terms of contribution.

The next question comes from Jason Kreyer of Craig-Hallum.

So a question on the DV+ side. You've seen some really interesting engagements with platform companies, X earlier this year, Pinterest last quarter, companies that have historically filled ad slots internally. So just curious like what is happening on that front, and why is Magnite finally getting a seat at the table where you haven't before, and if you think this trend continues to other platforms.

Yes. Great question, Jason. I mean from our observation, I think one of the things that folks have come to realize that own platforms like that, that maybe we're trying to run kind of a walled garden approach and that only demand sourced by their direct teams or any self-serve tools that they would have was the only demand that could come. And I think there's just two kind of revelations. Number one, you're severely undermonetizing your inventory if you're not plugging in third-party demand. And I think folks -- some folks have learned it the hard way. And the second is there's less and less of a desire among the advertising community to kind of do these direct kind of historically high COGS way of interacting with sales folks. And so I think programmatic is definitely desired by agencies, desired by marketers. And they have gotten very comfortable working with a handful of partners. Thankfully, Magnite is one of them. So when folks do go to open up and they talk to their agency partners and their marketers, they tell them, well, most of my business runs on Magnite. And so it kind of puts us in a pole position to be their inaugural partner as they open up. And yes, we're thrilled with the announcements we've made and would expect more announcements to come.

I appreciate that. And then just a quick follow-up. So Netflix has fully rolled out the Netflix Ads Suite. Just curious, as you're integrated in that, how that process has gone for Magnite, and if there's been any incremental visibility into what your role looks like?

Yes. It continues to be an incredible partnership. We're thrilled to be a part of their story, emphasizing the fact that it is their story. So we just reiterate the things that Dave talked about, and you're right about the rollout and our participation in that rollout. And we maintain what we said all along that they're a very important revenue client for us. And as we exit the year, we feel comfortable in saying that they could be one of our biggest clients on a run rate basis.

The next question comes from Bart Crockett of Rosenblatt.

I wanted to probe a little bit more some of the antitrust commentary, which obviously holds out a transformational kind of opportunity for you guys, which makes the commentary about 2026 kind of interesting. The idea that behavioral remedies could be implemented while an appeal is outstanding, what is your basis for suggesting that? Is that some commentary from the judge or some interpretation of legal precedent? What is your basis for thinking that, that could, in fact, happen and we could, in fact, begin to see this next year?

Barton, it's luck we have -- I have our General Counsel in the room, and Aaron is going to answer that for you.

Yes, I would say that in a case like this where the court has found that there's illegal practices that need to be rectified, if there were remedies put in place now, pending an appeal, there's no reason why a court wouldn't want those remedies to take place as soon as possible to remedy the illegal conduct, notwithstanding the appeal. But that being said, there's obviously a lot of unknowns here as well. So we're, like everyone else, anxiously awaiting the decision. But I think that based on guidance we've received, there's a very realistic possibility that the behavioral remedies would be in place during the stay of any appeal.

Okay. So you've received some guidance that supports this? Okay. And then in terms of -- just on the legal front, since we have the attorney here, the idea of looking at the merit of civil litigation for the damages that you guys have suffered. What would be kind of the ideal timing to think about that, knowing that Gannett has already filed and knowing that there could be a statute of limitations, and yet there's some benefit to having violations found by the DOJ. So what would be your sense of what would be kind of the sweet spot in terms of timing if one were to pursue something like this?

Yes. I think just as Michael said, at this time, we can't really comment any further on timing or specific intentions other than we're obviously considering all our options, and we do think there's a lot of merit. And as you've mentioned, there have been other participants that have already filed suits. So we're clearly aware of that and monitoring it.

Okay. All right. And then if I could switch a little bit to kind of a related issue. So DV+ has been trending positively, while the network business that Google reports has been negative. Do you think those two things are related? And are we already beginning to see some of the benefit to DV+ from the market digesting the issues at Google?

Yes. Interesting question, Barton. I don't believe so. I think they're not correlated. This has come from a lot of -- as you know, we're relatively new to the story, but DV+ has been a journey for us, and I just couldn't be more proud of the team behind it. And it is a whack-a-mole business. It is 1,000 things on your checklist and then you go to the next checklist and it's 1,000, it's a little things that matter. And I think our team is just operating at such a high level and the Magnite story resonates in the marketplace. So I really do think that if there's share shift, it isn't coming from Google, it's coming from our direct competitors.

The next question comes from Laura Martin of Needham & Company.

Congratulations on your numbers. I'd like to start with the Amazon comments. I was really intrigued by the Amazon comments because to your point, you both can sell their inventory and you can use their DSP interacts with you. Do you think over time, Amazon could be a bigger client than Netflix for you from a revenue point of view?

Laura, it's Michael. Great observation. Hard to speculate. I would think that, that would be pretty far-fetched to think that anytime soon that they would open up their owned and operated so that it would equal the Netflix opportunity. But we are elated to be a partner of theirs on both sides of the marketplace, and it's certainly a meaningful relationship.

That's helpful. And then on MNTN, I agree with you. I'm very excited about the opportunity for small and medium businesses coming to connected television. I thought it was interesting that you brought it up because I thought that MNTN went direct and got direct ad units from Paramount and Peacock. And it sounds like from your comments that they are actually -- they're a DSP that they're actually buying ad inventory from you. So can you just confirm that?

Yes. And I can't speak for the entirety of their business. But for years now, they've been a classic DSP running through Magnite to get access to CTV supply. And you have to keep in mind, Laura, that you still own me $5 in that bet when I bet that small- to medium- sized businesses will make up a big part of CTV and you said they wouldn't.

I was wrong. I'm happy that you're right. I'm wrong.

The next question comes from Matt Swanson of RBC Capital Markets.

David, maybe we could start on the outperformance that we've seen in the margins, especially on the sides you're talking about kind of getting your public cloud and your on-prem data structure in order. What about the margin improvement do you think is sustainable in terms of maybe like setting kind of like a new base rate? And is there anything about the outperformance this quarter, year-to-date that is more onetime in nature?

Yes. There's a couple of variables at play here. For the quarter's performance, there was a component of that beat that I think is sustainable going forward. Part of that beat was related to some personnel costs, which were more of a timing basis. And so those will come back in Q3. And so we factored that into our guidance. And then the other variable is we are adding some modest investment on our engineering and sales teams in the latter half of the year to really focus on some of our high opportunity areas in ClearLine, Curator, live sports and so forth. And so we'll still have some margin -- some of the gross margin benefits will be offset by some of those other investments and changes. But overall, we're still early in this process. It's first or second inning, I think, in our opportunity on the tech stack costs. And so there's a lot of work and analysis going on right now, looking at potentially accelerating some CapEx investment and other things. And we'll -- we're working through that and have a much better visibility as we get further towards the end of this year.

That's really helpful. And then, Michael, maybe a high-level CTV question. I kind of think back to 2021-ish time line when SpotX came in. And it feels like so much of the way the market has developed is kind of the way that you or we all had hoped for with everyone being ad-supported now. You guys are now partnered with, I think it's 29 of the top 30 publishers seeing SMB spend come in, live sports switching over. Like what do you think are the major limiting factors or, I guess, choke points in demand coming faster to CTV at this point?

Yes. Great question, Matt. I think the one I'd put my finger on is there's still linear around. I mean, cord cutting continues to accelerate. So the largest players in the streaming market are also the largest broadcasters. And therefore, there's this balancing act of trying to feed two males. And so it just isn't this pure swish coming over go-to-market practices kind of prohibit sometimes just buying streaming. You have to buy the programming across both platforms. And I also think some of it is the industry's own fault in streaming, measurement it remains to be a big challenge, right? You're going through an upheaval right now with Nielsen's panel and being able to tie the traditional measurement from linear to streaming is a challenge. Attribution is something that everyone is working on, but there has to be common standards. So some of it is the poor brand manager that for years has spent money on broadcast. Now spending it on linear and asking the right questions like, well, how impactful is it? Is it better? Is it worse? Is it the same? And as an industry, we've got to work harder at making that answer easy for folks to spend.

Next question from Robert Coolbrith of Evercore ISI.

Two, please. I wanted to go back to Shyam's question on the partner roster and the strength there. Maybe adjacent to that, if you had to take a weighted average right now across the partner set in terms of where they are on programmatic penetration in terms of percentage inning, however you want to put it, maybe if you could talk a little bit more about that and what you think can unlock or accelerate more engagement from those partners with programmatic. And then a second one in relation to the Google Ad Tech outcomes. Assuming we do get some meaningful remedies, equitable remedies as you put it, are there any other product opportunities, market segments or regional opportunities that you might choose to lean into in a scenario like that?

Thanks, Robert. Yes. On the first one, if you go back 2 years ago, it was definitely the belief in the marketplace that upfronts were kind of the enemy of programmatic that if marketers are committing upfront dollars and that necessarily means it's direct sold by the publisher and therefore, it's out of the hands of programmatic. And if you fast forward, you go to any agency, any media company's upfront presentation, they lead with programmatic capabilities. So it's definitely getting there. Buyers want it. Sellers want it as well. It's just that there's -- broadcast TV has been sold for well over 70 years, and there's a way of doing it, the industry is set up to do that. And there's obviously some hesitancy to lean 100% in, hesitancy to play with biddable because -- hey, upfront is upfront. Biddable might be better, it might not be better. But little by little, the guys are doing it. And you see guys like [ Roku ] that have been at it for longer than anyone and how advanced that they become. And new entrants that come into the industry, whether it's Amazon or Netflix that are just more technology-focused and programmatic-first focused. So I think that you're seeing an acceleration, and we really do believe in a future where it can be bought and sold programmatically in a streamed environment. It will be, and it will be biddable, and it will be performing for the advertiser, and it will be the best ROI for the publisher. And I think we're every quarter marching closer to that world. As it relates to Google, the question was, are there other opportunities that would be opened up? And I think that there's -- it's quite possible, but I really do believe that if all we do is stick to our knitting and there's a share shift of what we do today from their 60% in our high single digits, that will keep us fine for a number of quarters before we have to look at edge cases where we could pick up additional revenue.

The next question comes from Zach Cummins from B. Riley.

I was just curious about some of the AI capabilities you're developing on your own platform. Can you just speak to specifically the LLM you were talking about and kind of the use cases you could drive on that front, whether it be efficiency or incremental revenue?

Yes. So in that particular instance, what we cited was the ability to crawl through content -- video content primarily on the CTV platform. And it really is amazing and it really does hold back spend how difficult it is to find consistent labeling of video, even especially in libraries. And so part of the challenge has been, if I want to be in a certain environment in a video show, hobbling that together through mechanical ways of like looking at taxonomies. The taxonomies are different between different media companies. So if you can build this agent that can spider all the content and pick up the signals that you're looking for and you can craft and create your own segments on the fly in real time, it saves a ton of time for discovery. And obviously, you're now getting a bigger targetable audience, which will lead to more revenue spent on the platform. So super excited about that particular use of the LLM, but there'll be many, many more that we'll be able to tack on to that.

The next question comes from [indiscernible] of Lake Street Capital Markets.

Congrats. In regards to M&A, are there any areas of the technology platform that are of particular interest?

Yes, great question. I think our stance on M&A hasn't really changed much in the last 1.5 years, and that is we really truly believe we have all the assets that we need that our success can come organically. That said, like any technology company, we have a road map that is far greater than what we can actually execute on in any given quarter. So if we were able to come across an opportunity where we could advance that road map through acquisition, it's something we would definitely entertain. But to size that, think acquihire not swing for the fence, huge purchase. Again, we went through that phase, very happy we went through that phase, but very happy we're not in that phase any longer. So I think that's what you should expect from us from an M&A standpoint.

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

Thank you, operator, and thank you all for joining us and your support. We feel very good about accelerating growth trends in the back half of the year, aided this year and next by the numerous new and expanding partnerships. We're also excited about our DV + opportunity as we look forward to the judge's ruling on remedies in the Google trial. I'll turn it back over to Nick to cover our upcoming marketing events. Nick?

Thanks, Michael. We look forward to seeing many of you at our upcoming events coming up: Evercore Virtual NDR is tomorrow, KeyBanc's Conference in Park City is on August 11 and 12; Cannonball's Virtual TMT Conference on the 13; Rosenblatt's Virtual Technology Summit on the 18; B. Riley meetings in L.A. and San Diego on the 19 and 20; Wells Fargo meetings in Baltimore and Philadelphia on the 26th and 27th; BofA in New York on September 3; Benchmark and Citi on September 4; B. Riley's Conference in New York on September 10; the Wolfe Conference in San Francisco on September 10. Yes, we will be in both cities at both times with different teams. Lake Street Conference in New York on September 11; Craig-Hallum meetings in Milwaukee and Chicago on September 17 and 18; Stephens meetings in Houston on September 22; Rosenblatt meetings in Dallas and Atlanta on September 23 and 24; and Redburn meetings in Denver on the 30. Thank you, and have a great evening.

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