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United States securities and exchange commission logo
December 14, 2021
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re: Viant Technology
Inc.
Form 10-K for the
Year Ended December 31, 2020
Filed March 23,
2021
Form 10-Q for the
Quarterly Period Ended September 30, 2021
Filed November 10,
2021
File No. 001-40015
Dear Mr. Vanderhook:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Selected Financial Data, page 54
1. We note that your
measure of Average Contribution ex-TAC per Active Customer is
calculated using the
non-GAAP measures of Contribution ex-TAC. Where you present
Average Revenue ex-TAC
per Active Customer, please ensure that you include the related
GAAP measure of average
gross profit per active customer. Refer to Item 10(e)(1)(i)(A)
and Item 10(e)(4)(ii)
of Regulation S-K.
Tim Vanderhook
FirstName LastNameTim
Viant Technology Inc. Vanderhook
Comapany14,
December NameViant
2021 Technology Inc.
December
Page 2 14, 2021 Page 2
FirstName LastName
Factors Affecting Our Performance, page 57
2. You refer to the changes in aggregate spend as a measure of customer
engagement.
Please revise to include a discussion of how this metric is
calculated, why it is useful to
investors and how management uses this measure in managing or
monitoring the
performance of your business. Refer to SEC Release No. 33-10751.
Results of Operations, page 61
3. You refer to an increase of aggregate spend on your platform in both
fiscal 2020 and the
nine months ended September 30, 2021 when revenues decreased in the
one period and
increased in the other. Please revise to clarify the relevance of
platform spend on revenue
or include a discussion of other factors that impacted the change in
revenue from period-
to-period. For example, consider a quantified discussion of both the
positive and negative
impact certain verticals had on revenue. Also, you state that your
growth is driven by
adding new customers and expanded usage of your platform by your
existing customers.
Revise to discuss the impact on your revenue growth from new versus
existing
customers. We refer you to your responses to comments 15 and 3 in your
December 9,
2020 and January 11, 2021 letters, respectively.
Form 10-Q for the Quarterly Period Ended September 30, 2021
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating and Financial Metrics, page 33
4. We note you present adjusted EBITDA as a percentage of contribution
ex-TAC in the
table here without presenting the comparable GAAP measure of net
income as a
percentage of gross profit with equal or greater prominence. Please
revise. Refer to
Question 102.10 of the non-GAAP C&DIs.
5. You explain in your discussion of contribution ex-TAC that this
measure was previously
referred to as Revenue ex-TAC in your December 31, 2020 Form 10-K.
Please confirm
that you will no longer reference the previous nomenclature in future
filings.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Tim Vanderhook
Viant Technology Inc.
December 14, 2021
Page 3
You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or
Kathleen Collins, Accounting Branch Chief, at (20) 551-3499 with any questions.
Sincerely,
FirstName LastNameTim Vanderhook
Division of
Corporation Finance
Comapany NameViant Technology Inc.
Office of Technology
December 14, 2021 Page 3
cc: Stewart L. McDowell
FirstName LastName