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Business Combinations (Tables)
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The following table summarizes the total purchase consideration (in thousands):
Cash Consideration$640,000 
Stock Consideration (Fair Value of Shares of Magnite common stock)495,591 
Working capital adjustment65,152 
Total purchase consideration$1,200,743 
The following table summarizes the total purchase consideration (in thousands):
Cash Consideration$31,136 
SpotX initial cash investment in SpringServe 2,075 
Fair value appreciation of SpotX purchase right 7,450 
Indemnification claims - holdback1,409 
Total purchase consideration$42,070 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpotX Acquisition as set forth below (in thousands):
Cash$81,967 
Restricted cash199 
Accounts receivable199,649 
Prepaid and other assets, current12,308 
Fixed assets6,823 
Intangible assets429,600 
Right-of-use lease asset10,055 
Goodwill782,719 
Total assets to be acquired1,523,320 
Accounts payable and accrued expenses205,822 
Other current liabilities1,091 
Lease liabilities12,625 
Deferred tax liability, net103,039 
Total liabilities to be assumed322,577 
Total purchase price$1,200,743 
The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpringServe Acquisition as set forth below (in thousands):
Cash$1,062 
Accounts receivable3,234 
Prepaid and other assets, current157 
Fixed assets25 
Intangible assets23,400 
Right-of-use lease asset1,879 
Goodwill24,156 
Total assets to be acquired53,913 
Accounts payable and accrued expenses2,475 
Other current liabilities35 
Lease liabilities3,179 
Deferred tax liability, net6,154 
Total liabilities to be assumed11,843 
Total preliminary purchase price$42,070 
Schedule of Finite-lived Intangible Assets Acquired as Part of Business Combination
The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpotX Acquisition (dollars in thousands):
Estimated Useful Life
Technology$280,400 5 years
Customer relationships130,300 
2 to 4 years
Backlog11,100 
<1 year
In-process research and development5,800 
3 years*
Non-compete agreements1,500 1 year
Trademarks500 
<1 year
Total intangible assets acquired$429,600 
* In-process research and development consists of six projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use.
The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpringServe Acquisition (dollars in thousands):
Estimated Useful Life
Technology$15,500 5 years
Customer relationships5,700 2 years
Trademarks and Trade Names900 3 years
In-process research and development800 
3 years*
Non-compete agreements500 2 years
Total intangible assets acquired$23,400 
* In-process research and development consists of two projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use.
Business Acquisition, Pro Forma Information
The following table provides unaudited pro forma information as if the SpotX and SpringServe Acquisitions had been acquired by the Company as of January 1, 2020. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, and transaction expenses as if the SpotX and SpringServe Acquisitions occurred on January 1, 2020. The pro forma results do not include any anticipated cost synergies or other effects of the combined companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the SpotX and SpringServe Acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. The table below excludes Nth Party as its impact on pro forma results were immaterial.
Year Ended
December 31, 2021
(in thousands)
Pro Forma Revenue$540,466 
Pro Forma Net Loss $(86,621)