dsp-8k_20211109.htm
false 0001828791 0001828791 2021-11-09 2021-11-09

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2021

 

Viant Technology Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40015

85-3447553

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS 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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

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. 

 

 

 


 

 

Item 2.02 Results of Operations and Financial Condition.

On November 9, 2021, Viant Technology Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1

 

Press release of Viant Technology Inc., dated November 9, 2021.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Viant Technology Inc.

 

 

 

 

Date: November 9, 2021

 

By:

/s/ Tim Vanderhook

 

 

 

Tim Vanderhook

 

 

 

Chief Executive Officer and Chairman

 

 

2

dsp-ex991_57.htm

 

Exhibit 99.1

Viant Technology Announces Third Quarter 2021 Financial Results

IRVINE, Calif., November 9, 2021 Viant Technology Inc. (NASDAQ: DSP), a leading people-based advertising software company, today announced financial results for its third quarter ended September 30, 2021.

 

“Our third quarter results once again exceeded our expectations as the power of our people-based advertising platform continues to resonate with customers,” said Tim Vanderhook, co-founder and CEO of Viant. “Advertisers are increasingly looking for better ways to reach consumers as privacy changes across the digital advertising landscape are impacting their ability to drive and measure ROI of their ad spend. Our World Without Cookies (WWC) software release is driving customer acquisition and conversions across channels where cookies or device identifiers don’t exist, like in Connected TV, streaming audio, and mobile devices. We are in the early stages of capitalizing on this opportunity as the industry continues to shift in favor of our people-based approach, and we are pleased to again be raising our guidance for the year.”

 

Third Quarter 2021 Financial Highlights:

 

Revenue: Revenue was $50.9 million, an increase of 26% year-over-year.

 

Gross Profit: Gross Profit was $21.9 million, an increase of 9% year-over-year.

 

Contribution ex-TAC: Contribution ex-TAC was $34.1 million, an increase of 22% year-over-year.(1)

 

Net Loss: Net Loss was $12.2 million, or ($0.20) per diluted share of Class A common stock in the third quarter, compared to Net Income of $7.5 million for the same period in 2020.

 

 

Non-GAAP Net Income: Non-GAAP Net Income was $3.1 million, or $0.04 per diluted share of Class A common stock in the third quarter of 2021.(1)

 

 

Adjusted EBITDA: Adjusted EBITDA was $6.5 million, compared to Adjusted EBITDA of $10.2 million for the same period in 2020. (1)

 

 

Adjusted EBITDA margin: Adjusted EBITDA margin as a percentage of Contribution ex-TAC was 19%.(1)  Net Income (Loss) as a percentage of Gross Profit, the most comparable GAAP measure, is not meaningful due to the Net Loss for the period.

 

Business Highlights:

 

Total Active Customers grew to 305 by the end of the third quarter, a sequential increase of 17 from 288 at the end of the second quarter of 2021, our second consecutive quarter of double-digit growth in customers.(2)

 

Platform Spend from Connected TV grew 43% year-over year in the third quarter driving an increase in Total Platform Spend of 28% year-over-year.(3)

 

World Without Cookies (“WWC”) exited open beta with 30%+ of customers adopting the new software release.

 

“Our third quarter results were highlighted by revenue growth of 26% year-over-year,” said Larry Madden, CFO of Viant. “We saw strong tailwinds across our business as customers are increasingly adopting our Adelphic platform to power their omni-channel advertising initiatives. We were also pleased to add 17 new clients in the quarter, representing growth of 18% year over year, as our investments in our sales organization are beginning to generate returns.”

 

For the fourth quarter of 2021, the Company expects:


 

 

Revenue in the range of $71 million to $74 million, which represents year-over-year growth of approximately 26% to 31%.

 

 

Contribution ex-TAC in the range of $47.5 million to $50 million, which represents year-over-year growth of approximately 21% to 28%.

 

 

Adjusted EBITDA in the range of $13.5 million to $14.5 million, or Adjusted EBITDA as a percentage of Contribution ex-TAC of 28% to 29%.

 

For the full year 2021, the Company is raising guidance and now expects:

 

Revenue in the range of $212.4 million to $215.4 million, which represents year-over-year growth of approximately 29% to 30%.

 

 

Contribution ex-TAC in the range of $140.5 million to $143 million, which represents year-over-year growth of approximately 27% to 29%.

 

 

Adjusted EBITDA in the range of $33.2 million to $34.2 million, or Adjusted EBITDA as a percentage of Contribution ex-TAC of 24%.

 

 

Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA as a percentage of contribution ex-TAC, Non-GAAP Net Income (Loss) and Non-GAAP Earnings (Loss) per Share are non-GAAP financial measures.  These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP.  We are not able to estimate gross profit and Net Income (Loss) on a forward-looking basis or reconcile the guidance provided to the closest corresponding GAAP measures on a forward-looking basis without unreasonable efforts due to the variability and complexity with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of our stock-based compensation related to new equity grants that are directly impacted by unpredictable fluctuations in our share price.  We expect the variability of the above charges could have a significant and potentially unpredictable impact on our future GAAP financial results.

Conference Call and Webcast Details:

Viant will host a conference call to discuss its financial results on Tuesday, November 9, 2021 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). A live webcast of the call can be accessed from Viant’s Investor Relations website. An archived version of the webcast will be available from the same website after the call.

About Viant

Viant® is a leading people-based advertising software company that enables marketers and their agencies to centralize the planning, buying and measurement of their advertising investments across most channels. Viant’s self-service Demand Side Platform (DSP), Adelphic®, is an enterprise software platform enabling marketers to execute programmatic advertising campaigns across Connected TV, Linear TV, mobile, desktop, audio and digital out-of-home channels. Viant’s Identity Resolution capabilities have linked 115 million U.S. households to more than 1 billion connected devices and is combined with access to more than 280,000 audience attributes from more than 70 people-based data partners. Viant is an Ad Age 2021 Best Places to Work award winner and the Adelphic DSP is featured on AdExchanger’s 2021 Programmatic Power Players list. 

Presentation

Viant Technology LLC has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior to the IPO and the related organizational transactions have been adjusted to combine the previously separate entities for presentation purposes. Amounts for the period from January 1, 2020 through February 11, 2021 presented in this press release represent the historical operations of Viant


 

Technology LLC. The amounts as of September 30, 2021 and for the period from February 12, 2021 reflect the consolidated operations of the Company.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “guidance,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements contained in this press release relate to, among other things, the Company’s projected financial performance and operating results, including projected Revenue, Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA as a percentage of contribution ex-TAC, as well as statements regarding our market opportunity, advertisers’ spend, investments in our people and technology and recovery from the effects of COVID-19. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, the market for programmatic advertising developing slower or differently than the Company’s expectations, the demands and expectations of clients and the ability to attract and retain clients and other economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and subsequent filings on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

 

Media Contact:

Karen Castillo-Paff

Vice President Communications, Viant Technology Inc.

press@viantinc.com

 

Investor Contact:

The Blueshirt Group

Nicole Borsje

investors@viantinc.com

 

(1)Contribution ex-TAC (previously referred to as Revenue ex-TAC), Adjusted EBITDA, Adjusted EBITDA as a percentage of contribution ex-TAC, Non-GAAP Net Income (Loss) and Non-GAAP Earnings (Loss) per Share are non-GAAP financial measures. See the supplementary schedules in this press release for a discussion of how we define and calculate these measures and a reconciliation thereof to the most directly comparable GAAP measures.

(2)We define an Active Customer as a customer that had total aggregate Contribution ex-TAC of at least $5,000 through our platform during the previous twelve months.

(3)Platform Spend, a measure of customer engagement, was previously referred to in our registration statement on Form S-1 as platform usage.


 

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share/unit data)

(Unaudited)

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

50,857

 

 

$

40,205

 

 

$

141,412

 

 

$

108,790

 

Operating expenses(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platform operations

 

 

28,967

 

 

 

20,124

 

 

 

85,026

 

 

 

62,316

 

Sales and marketing

 

 

15,131

 

 

 

6,521

 

 

 

49,869

 

 

 

19,393

 

Technology and development

 

 

6,590

 

 

 

1,946

 

 

 

20,521

 

 

 

6,080

 

General and administrative

 

 

11,981

 

 

 

3,861

 

 

 

36,477

 

 

 

12,408

 

Total operating expenses

 

 

62,669

 

 

 

32,452

 

 

 

191,893

 

 

 

100,197

 

Income (loss) from operations

 

 

(11,812

)

 

 

7,753

 

 

 

(50,481

)

 

 

8,593

 

Interest expense, net

 

 

227

 

 

 

264

 

 

 

703

 

 

 

789

 

Other expense (income), net

 

 

121

 

 

 

11

 

 

 

53

 

 

 

27

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

(6,110

)

 

 

 

Total other expense (income), net

 

 

348

 

 

 

275

 

 

 

(5,354

)

 

 

816

 

Net income (loss)

 

 

(12,160

)

 

 

7,478

 

 

 

(45,127

)

 

 

7,777

 

Less: Net loss attributable to noncontrolling interests

 

 

(9,623

)

 

 

 

 

 

(35,829

)

 

 

 

Net income (loss) attributable to Viant Technology Inc.

 

$

(2,537

)

 

$

7,478

 

 

$

(9,298

)

 

$

7,777

 

Earnings (loss) per Class A common stock/unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.20

)

 

$

7.48

 

 

$

(0.78

)

 

$

7.78

 

Diluted

 

$

(0.20

)

 

$

7.48

 

 

$

(0.78

)

 

$

7.78

 

Weighted-average Class A common stock/units outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

12,489

 

 

 

400

 

 

 

11,894

 

 

 

400

 

Diluted

 

 

12,489

 

 

 

1,000

 

 

 

11,894

 

 

 

1,000

 

(1)

Stock-based compensation, depreciation and amortization recorded in the condensed consolidated statements of operations above were as follows:

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platform operations

 

$

3,142

 

 

$

 

 

$

11,843

 

 

$

 

Sales and marketing

 

 

4,859

 

 

 

 

 

 

23,586

 

 

 

 

Technology and development

 

 

3,015

 

 

 

 

 

 

10,983

 

 

 

 

General and administrative

 

 

4,399

 

 

 

 

 

 

15,780

 

 

 

 

Total

 

$

15,415

 

 

$

 

 

$

62,192

 

 

$

 

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platform operations

 

$

2,255

 

 

$

1,794

 

 

$

5,949

 

 

$

5,584

 

Sales and marketing

 

 

 

 

 

 

 

 

 

 

 

 

Technology and development

 

 

421

 

 

 

403

 

 

 

1,185

 

 

 

1,206

 

General and administrative

 

 

296

 

 

 

303

 

 

 

890

 

 

 

864

 

Total

 

$

2,972

 

 

$

2,500

 

 

$

8,024

 

 

$

7,654

 


 

 

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

As of

September 30,

 

 

As of

December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

242,610

 

 

$

9,629

 

Accounts receivable, net of allowances

 

 

69,612

 

 

 

89,767

 

Prepaid expenses and other current assets

 

 

4,195

 

 

 

4,487

 

Total current assets

 

 

316,417

 

 

 

103,883

 

Property, equipment, and software, net

 

 

22,650

 

 

 

13,829

 

Intangible assets, net

 

 

2,093

 

 

 

3,015

 

Goodwill

 

 

12,422

 

 

 

12,422

 

Other assets

 

 

388

 

 

 

371

 

Total assets

 

$

353,970

 

 

$

133,520

 

Liabilities, convertible preferred units and stockholders' equity/members' equity

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

24,652

 

 

$

29,763

 

Accrued liabilities and accrued compensation

 

 

33,148

 

 

 

34,388

 

Current portion of long-term debt

 

 

 

 

 

3,353

 

Current portion of deferred revenue

 

 

1,457

 

 

 

2,725

 

Other current liabilities

 

 

2,382

 

 

 

9,427

 

Total current liabilities

 

 

61,639

 

 

 

79,656

 

Long-term debt

 

 

17,500

 

 

 

20,182

 

Long-term portion of deferred revenue

 

 

5,433

 

 

 

5,612

 

Other long-term liabilities

 

 

570

 

 

 

453

 

Total liabilities

 

 

85,142

 

 

 

105,903

 

Convertible preferred units and members' equity

 

 

 

 

 

 

 

 

Convertible preferred units

 

 

 

 

 

7,500

 

Members' equity

 

 

 

 

 

20,117

 

Stockholders' equity

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

Class A common stock

 

 

14

 

 

 

 

Class B common stock

 

 

47

 

 

 

 

Additional paid-in capital

 

 

79,250

 

 

 

 

Accumulated deficit

 

 

(15,760

)

 

 

 

Treasury stock, at cost

 

 

(7,239

)

 

 

 

Total stockholders' equity attributable to Viant Technology Inc./members' equity

 

 

56,312

 

 

 

20,117

 

Noncontrolling interests

 

 

212,516

 

 

 

 

Total equity

 

 

268,828

 

 

 

20,117

 

Total liabilities, convertible preferred units and stockholders'/members’ equity

 

$

353,970

 

 

$

133,520

 

 

 

 


 

 

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(45,127

)

 

$

7,777

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,024

 

 

 

7,654

 

Stock-based compensation

 

 

62,192

 

 

 

 

Provision for (recovery of) doubtful accounts

 

 

(161

)

 

 

(236

)

Loss on disposal of assets

 

 

148

 

 

 

13

 

Gain on extinguishment of debt

 

 

(6,110

)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

20,316

 

 

 

6,686

 

Prepaid expenses and other assets

 

 

(1,960

)

 

 

(305

)

Accounts payable

 

 

(4,816

)

 

 

1,703

 

Accrued liabilities and accrued compensation

 

 

(920

)

 

 

(6,798

)

Deferred revenue

 

 

(1,446

)

 

 

(1,578

)

Other liabilities

 

 

(55

)

 

 

(734

)

Net cash provided by operating activities

 

 

30,085

 

 

 

14,182

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(386

)

 

 

(372

)

Capitalized software development costs

 

 

(5,577

)

 

 

(5,456

)

Net cash used in investing activities

 

 

(5,963

)

 

 

(5,828

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from Paycheck Protection Program Loan

 

 

 

 

 

6,035

 

Proceeds from issuance of common stock, net of underwriting discounts

 

 

232,500

 

 

 

 

Payment of member tax distributions

 

 

(7,330

)

 

 

(5,539

)

Payment of offering costs

 

 

(2,608

)

 

 

(119

)

Taxes paid related to net share settlement of equity awards

 

 

(13,703

)

 

 

 

Net cash provided by financing activities

 

 

208,859

 

 

 

377

 

Net increase in cash

 

 

232,981

 

 

 

8,731

 

Cash at beginning of period

 

 

9,629

 

 

 

4,815

 

Cash at end of period

 

$

242,610

 

 

$

13,546

 

 

 

 

 

 

 

 

 


 

 

Non-GAAP Financial Metrics

We use financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), contribution ex-TAC, Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP earnings (loss) per share. The Company's management believes that this information can assist investors in evaluating the Company's operational trends, financial performance, and cash generating capacity. Management believes these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management.

In calculating contribution ex-TAC, we add back other platform operations expense to gross profit, the most comparable GAAP measurement. Contribution ex-TAC is a key profitability measure used by our management and board of directors to understand and evaluate our operating performance and trends, develop short-and long-term operational plans and make strategic decisions regarding the allocation of capital.

Adjusted EBITDA is defined by us as net income (loss), the most comparable GAAP measurement, before interest expense, net, income tax expense (benefit), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring charges, transaction expenses and the extinguishment of debt.  Adjusted EBITDA and Adjusted EBITDA as a percentage of contribution ex-TAC are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-and long-term operational plans. Adjusted EBITDA as a percentage of our non-GAAP metric, contribution ex-TAC, is used by our management and board of directors to evaluate Adjusted EBITDA relative to our profitability after costs that are directly variable to revenues, which comprise traffic acquisition costs.

Non-GAAP net income (loss) is defined by us as net income (loss), the most comparable GAAP measurement, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring charges, transaction expenses and the extinguishment of debt.  Non-GAAP net income (loss) is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.  In particular, we believe that the elimination of stock-based compensation, gain on debt extinguishment, and certain other items that are not related to our core operations provides another measure for period-to-period comparisons of our business and provides additional insight into our core controllable costs.

Non-GAAP earnings (loss) per share is defined by us as earnings (loss) per share, the most comparable GAAP measurement, adjusted to eliminate any impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring charges, transaction expenses, and the extinguishment of debt.  Non-GAAP earnings (loss) per share is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.  In particular, we believe that the elimination of stock-based compensation, gain on extinguishment of debt and certain other items that are not related to our core operations provides another measure for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Accordingly, we believe that non-GAAP earnings (loss) per share provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

These non-GAAP financial measures are designed to supplement, and not substitute the Company’s financial information presented in accordance with GAAP. The non-GAAP measures as defined by the Company may not be comparable to similar non-GAAP measures presented by other companies. The presentation of such measures,


 

which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company’s future results, cash flows or leverage will be unaffected by other unusual or non-recurring items.

The following tables show the reconciliations of the Company’s non-GAAP financial measures to the most directly comparable GAAP financial metrics included in this release.

The following table sets forth a reconciliation of revenue to gross profit to contribution ex-TAC for the periods presented (unaudited):

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Revenue

 

$

50,857

 

 

$

40,205

 

 

$

141,412

 

 

$

108,790

 

Less: Platform operations

 

 

(28,967

)

 

 

(20,124

)

 

 

(85,026

)

 

 

(62,316

)

Gross profit

 

 

21,890

 

 

 

20,081

 

 

 

56,386

 

 

 

46,474

 

Add back: Other platform operations

 

 

12,187

 

 

 

7,914

 

 

 

36,631

 

 

 

24,907

 

Contribution ex-TAC

 

$

34,077

 

 

$

27,995

 

 

$

93,017

 

 

$

71,381

 

 

The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented (unaudited):

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Net income (loss)

 

$

(12,160

)

 

$

7,478

 

 

$

(45,127

)

 

$

7,777

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

227

 

 

 

264

 

 

 

703

 

 

 

789

 

Depreciation and amortization

 

 

2,972

 

 

 

2,500

 

 

 

8,024

 

 

 

7,654

 

Stock-based compensation

 

 

15,415

 

 

 

 

 

 

62,192

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

(6,110

)

 

 

 

Adjusted EBITDA

 

$

6,454

 

 

$

10,242

 

 

$

19,682

 

 

$

16,220

 

 

The following table presents the reconciliation of net income (loss) as a percentage of gross profit to Adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented (unaudited):

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands, except for

percentages)

 

 

(in thousands, except for

percentages)

 

Gross profit

 

$

21,890

 

 

$

20,081

 

 

$

56,386

 

 

$

46,474

 

Net income (loss)

 

$

(12,160

)

 

$

7,478

 

 

$

(45,127

)

 

$

7,777

 

Net income (loss) as a percentage of gross profit(1)

 

N/M

 

 

 

37

%

 

N/M

 

 

 

17

%

Contribution ex-TAC

 

$

34,077

 

 

$

27,995

 

 

$

93,017

 

 

$

71,381

 

Adjusted EBITDA

 

$

6,454

 

 

$

10,242

 

 

$

19,682

 

 

$

16,220

 

Adjusted EBITDA as a percentage of contribution ex-TAC

 

 

19

%

 

 

37

%

 

 

21

%

 

 

23

%

 

(1) Management believes that net loss as a percentage of gross profit for the current periods presented is not


 

comparable to the prior year period presented due to the impact of stock-based compensation recognized in the current period.

The following table presents the reconciliation of net income (loss) to non-GAAP net income (loss) for the periods presented (unaudited):

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Net income (loss)

 

$

(12,160

)

 

$

7,478

 

 

$

(45,127

)

 

$

7,777

 

   Add back: Stock-based compensation

 

 

15,415

 

 

 

 

 

 

62,192

 

 

 

 

   Less: Gain on extinguishment of debt

 

 

 

 

 

 

 

 

(6,110

)

 

 

 

   Less: Income tax effect related to Viant

   Technology Inc.'s share of adjustments

 

 

(163

)

 

 

 

 

 

(479

)

 

 

 

Non-GAAP net income (loss)

 

$

3,092

 

 

$

7,478

 

 

$

10,476

 

 

$

7,777

 

 

The following table presents the reconciliation of earnings (loss) per share to non-GAAP earnings (loss) per share of Class A common stock for the three and nine months ended September 30, 2021. Earnings (loss) per share was not adjusted for the three and nine months ended September 30, 2020 because there were no expenses related to stock-based compensation, gain on extinguishment of debt or other items that were not related to our core operations in those periods (unaudited):


 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2021

 

 

September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

(Loss) per

 

 

 

 

 

 

Earnings

 

 

(Loss) per

 

 

 

 

 

 

Earnings

 

 

 

Share

 

 

Adjustments

 

 

per Share

 

 

Share

 

 

Adjustments

 

 

per Share

 

 

 

(in thousands, except per share data)

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(12,160

)

 

$

 

 

$

(12,160

)

 

$

(45,127

)

 

$

 

 

$

(45,127

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Add back: Stock-based

   compensation

 

 

 

 

 

15,415

 

 

 

15,415

 

 

 

 

 

 

62,192

 

 

 

62,192

 

   Less: Gain on extinguishment of

   debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,110

)

 

 

(6,110

)

   Less: Income tax effect related

    to Viant Technology Inc.'s

   share of adjustments (1)

 

 

 

 

 

(163

)

 

 

(163

)

 

 

 

 

 

(479

)

 

 

(479

)

Non-GAAP net income (loss)

 

 

(12,160

)

 

 

15,252

 

 

 

3,092

 

 

 

(45,127

)

 

 

55,603

 

 

 

10,476

 

   Less: Net income (loss)

   attributable to noncontrolling

   interests (2)

 

 

(9,623

)

 

 

12,211

 

 

 

2,588

 

 

 

(35,829

)

 

 

44,825

 

 

 

8,996

 

Net income (loss) attributable to

   Viant Technology, Inc.—basic

 

 

(2,537

)

 

 

3,041

 

 

 

504

 

 

 

(9,298

)

 

 

10,778

 

 

 

1,480

 

   Add back: Reallocation of net

   loss attributable to

   noncontrolling interest from

   the assumed exchange of RSUs

   for Class A common stock

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

251

 

 

 

251

 

   Less: Income tax effect from the

   assumed exchange of RSUs for

   Class A common stock (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61

)

 

 

(61

)

Net income (loss) attributable to

   Viant Technology, Inc.—diluted

 

$

(2,537

)

 

$

3,042

 

 

$

505

 

 

$

(9,298

)

 

$

10,968

 

 

$

1,670

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class

   A common stock outstanding

   —basic

 

 

12,489

 

 

 

 

 

 

12,489

 

 

 

11,894

 

 

 

 

 

 

11,894

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

 

 

 

 

734

 

 

 

734