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United States securities and exchange commission logo
December 23, 2020
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re: Viant Technology
Inc.
Amendment No. 1 to
Draft Registrant Statement on Form S-1
Submitted December
9, 2020
CIK: 0001828791
Dear Mr. Vanderhook:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Filed
December 9, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Components of Our Results of Operations, page 81
1. You state in your
response to prior comment 10 that the customer's decision as to which
pricing model they
choose impacts the manner in which you recognize revenue rather than
the performance of the
business. Considering revenue is typically evaluated to assess the
overall performance of
a business, it appears that a breakdown of your GAAP revenue is
relevant to an
understanding of your performance. In this regard, your revised disclosures
indicate that you
expect the percentage of revenue recognized on a net basis will increase
over time. As this
shift in GAAP revenue due to the pricing models selected may impact
the percentage growth
in your overall revenues, in an effort to add context to these
Tim Vanderhook
FirstName LastNameTim
Viant Technology Inc. Vanderhook
Comapany23,
December NameViant
2020 Technology Inc.
December
Page 2 23, 2020 Page 2
FirstName LastName
potential trends, please tell us and revise to separately disclose the
GAAP revenue
recognized from MSA versus IO arrangements for each period presented.
Use of Non-GAAP Financial Measures, page 83
2. We have evaluated your response to prior comment 16 and continue to
believe that by
presenting revenue and total operating expenses net of direct costs,
you have substituted
an individually tailored revenue recognition principle for GAAP
revenue and expenses.
Please remove these measures from your non-GAAP disclosures.
Similarly, please revise
your measure of non-GAAP net revenue per active customer to comply
with the non-
GAAP guidance. Refer to Item 10(e)(4)(ii) of Regulation S-K, Question
100.04 of the
Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of
Regulation G.
Results of Operations
Comparison of the Years Ended December 31, 2018 and 2019, Revenue, page 85
3. You state in your response to prior comment 13 that 90% of your
revenue in 2019 was
from existing customers; however, in your revised disclosure you
indicate that a
"substantial majority" of your revenue in 2019 was from existing
customers. Please revise
to remove this qualitative language in favor of specific
quantification so that readers can
assess trends in this metric from period-to-period. In this regard, we
note that you
provided similar qualitative disclosure in your comparison of interim
periods, and
therefore readers are unable to determine whether the percentage of
revenue derived from
new customers is increasing or decreasing. Similarly, clarify in
quantified terms how
Adelphic contributed "meaningfully" to your revenues in fiscal 2019.
Executive Compensation, page 122
4. We note your response to prior comment 22. Please note that executive
compensation
disclosure for the year ended December 31, 2019 is required to be
included in your
registration statement as that information previously was required to
be provided in
response to a Commission filing requirement. Refer to Instruction 1 to
Item 402(c) of
Regulation S-K.
Concentration of Risk, page F-14
5. We note your response to comment 23 and your revised risk factor
disclosures. Please tell
us the number of individual advertising agencies that comprise the two
advertising agency
holding companies that account for more than 10% of your revenue for
fiscal 2019. Tell
us the percentage of revenue attributable to each of the agency
holding companies in fiscal
2019 and to date in fiscal 2020. Also, explain further how you
considered whether the
loss of either of these agencies might impact your operations and why
further disclosure
regarding reliance on these holding companies is not necessary. In
this regard, you state
that if the holding companies exert control over the individual
agencies, any loss or
relationships with such holding companies and, consequently, their
agencies, local
Tim Vanderhook
Viant Technology Inc.
December 23, 2020
Page 3
branches or divisions as customers, could significantly harm your
business.
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameTim Vanderhook
Division of
Corporation Finance
Comapany NameViant Technology Inc.
Office of Technology
December 23, 2020 Page 3
cc: Stewart McDowell
FirstName LastName