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dsp-10q_20210630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-40015

Viant Technology Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	85-3447553
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2722 Michelson Drive, Suite 100 Irvine, CA	92612
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 861-8888

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.001 per share

DSP

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2021 there were 12,819,561 shares and 47,435,559 shares of the registrant’s Class A and Class B common stock, respectively, $0.001 par value per share, outstanding.

Table of Contents

			Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)		3
	A.	Condensed Consolidated Balance Sheets	3
	B.	Condensed Consolidated Statements of Operations	4
	C.	Condensed Consolidated Statements of Convertible Preferred Units and Equity	5
	D.	Condensed Consolidated Statements of Cash Flows	7
	E.	Condensed Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		37
Item 4.	Controls and Procedures		37
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		38
Item 1A.	Risk Factors		38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 3.	Defaults Upon Senior Securities		39
Item 4.	Mine Safety Disclosures		39
Item 5.	Other Information		39
Item 6.	Exhibits		40
Signatures			41

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited).

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share/unit data)

	As of June 30,			As of December 31,
	2021			2020
Assets
Current assets:
Cash	$	252,271		$	9,629
Accounts receivable, net of allowances		63,747			89,767
Prepaid expenses and other current assets		4,219			4,487
Total current assets		320,237			103,883
Property, equipment, and software, net		20,946			13,829
Intangible assets, net		2,400			3,015
Goodwill		12,422			12,422
Other assets		373			371
Total assets	$	356,378		$	133,520
Liabilities, convertible preferred units and stockholders' equity/members' equity
Liabilities
Current liabilities:
Accounts payable	$	24,537		$	29,763
Accrued liabilities		19,440			24,677
Accrued compensation		7,880			9,711
Current portion of long-term debt		—			3,353
Current portion of deferred revenue		1,637			2,725
Accrued member tax distributions		192			6,878
Other current liabilities		2,118			2,549
Total current liabilities		55,804			79,656
Long-term debt		17,500			20,182
Long-term portion of deferred revenue		5,617			5,612
Other long-term liabilities		405			453
Total liabilities		79,326			105,903
Commitments and contingencies (Note 12)
Convertible preferred units
2019 convertible preferred units, no par value; none issued and outstanding as of June 30, 2021 and 600,000 units authorized, issued and outstanding as of December 31, 2020; liquidation preference $5,444 as of December 31, 2020		—			7,500
Members' equity
Common units, no par value; none issued and outstanding as of June 30, 2021 and 400,000 units authorized, issued and outstanding as of December 31, 2020		—			—
Additional paid-in capital		—			92,187
Accumulated deficit		—			(72,070	)
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding as of June 30, 2021		—			—
Class A common stock, $0.001 par value; 450,000,000 shares authorized and 11,500,000 shares issued and outstanding as of June 30, 2021		12			—
Class B common stock, $0.001 par value; 150,000,000 shares authorized and 47,435,559 shares issued and outstanding as of June 30, 2021		47			—
Additional paid-in capital		102,040			—
Accumulated deficit		(6,759	)		—
Total stockholders' equity attributable to Viant Technology Inc./members' equity		95,340			20,117
Noncontrolling interests		181,712			—
Total equity		277,052			20,117
Total liabilities, convertible preferred units and stockholders' equity/members' equity	$	356,378		$	133,520

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share/unit data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Revenue	$	50,411		$	30,425		$	90,555		$	68,585
Operating expenses:
Platform operations		31,715			18,589			56,059			42,192
Sales and marketing		20,553			5,742			34,738			12,872
Technology and development		8,031			1,984			13,931			4,134
General and administrative		14,075			3,891			24,495			8,547
Total operating expenses		74,374			30,206			129,223			67,745
Income (loss) from operations		(23,963	)		219			(38,668	)		840
Interest expense, net		241			244			476			525
Other expense (income), net		1			5			(68	)		16
Gain on extinguishment of debt		(6,110	)		—			(6,110	)		—
Total other expense (income), net		(5,868	)		249			(5,702	)		541
Net income (loss)		(18,095	)		(30	)		(32,966	)		299
Less: Net loss attributable to noncontrolling interests		(14,440	)		—			(26,206	)		—
Net income (loss) attributable to Viant Technology Inc.	$	(3,655	)	$	(30	)	$	(6,760	)	$	299
Earnings (loss) per Class A common stock/unit:
Basic	$	(0.32	)	$	(0.08	)	$	(0.59	)	$	0.30
Diluted	$	(0.32	)	$	(0.08	)	$	(0.59	)	$	0.30
Weighted-average Class A common stock/units outstanding:
Basic		11,500			400			11,500			400
Diluted		11,500			400			11,500			1,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED UNITS AND EQUITY

(In thousands)

(Unaudited)

	Convertible Preferred Units						Common Units					Class A Common Stock				Class B Common Stock						Additional Paid-In			Accumulated			Members'			Noncontrolling			Total
	Units			Amount			Units			Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Equity			Interests			Equity
Balance as of December 31, 2020		600		$	7,500			400		$	—		—	$	—		—		$	—		$	—		$	—		$	20,117		$	—		$	20,117
Net income prior to Reorganization Transactions																													669						669
Effect of Reorganization Transactions		(600	)		(7,500	)		(400	)		—						48,936			49			28,237						(20,786	)					7,500
Issuance of Class A common stock in initial public offering, net of underwriting and offering costs													11,500		12		(1,500	)		(2	)		228,175												228,185
Allocation of equity to noncontrolling interests																							(208,587	)								208,587			—
Accrued member tax distributions																							75												75
Stock-based compensation																							19,756												19,756
Net loss subsequent to Reorganization Transactions																										(3,104	)					(12,435	)		(15,539	)
Balance as of March 31, 2021		—		$	—			—		$	—		11,500	$	12		47,436		$	47		$	67,656		$	(3,104	)	$	—		$	196,152		$	260,763
Accrued member tax distributions																							(192	)											(192	)
Stock-based compensation																							34,576												34,576
Net loss																										(3,655	)					(14,440	)		(18,095	)
Balance as of June 30, 2021		—		$	—			—		$	—		11,500	$	12		47,436		$	47		$	102,040		$	(6,759	)	$	—		$	181,712		$	277,052

	Convertible Preferred Units				Common Units				Additional Paid-In		Accumulated			Total Members'
	Units		Amount		Units		Amount		Capital		Deficit			Equity
Balance as of December 31, 2019		600	$	7,500		400	$	—	$	92,187	$	(76,982	)	$	15,205
Accrued member tax distributions												(390	)		(390	)
Net income												329			329
Balance as of March 31, 2020		600	$	7,500		400	$	—	$	92,187	$	(77,043	)	$	15,144
Accrued member tax distributions												(356	)		(356	)
Net loss												(30	)		(30	)
Balance as of June 30, 2020		600	$	7,500		400	$	—	$	92,187	$	(77,429	)	$	14,758

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	(32,966	)	$	299
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		5,051			5,154
Stock-based compensation		46,777			—
Recovery of doubtful accounts		(200	)