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United States securities and exchange commission logo
November 18, 2020
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re: Viant Technology
Inc.
Draft Registrant
Statement on Form S-1
Submitted October
22, 2020
CIK: 0001828791
Dear Mr. Vanderhook:
We have reviewed your 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.
Draft Registrant Statement on Form S-1 Submitted October 22, 2020
Organizational Structure, page 6
1. We note your footnote
disclosure that the "Class B stockholders will have no voting rights
in Viant Technology LLC
on account of the Class B units." Please revise to discuss the
indirect control of
Viant Technology Inc. that Class B stockholders will have after
completion of the
reorganization. In that regard, although the Class B stockholders may
not have voting control
of Viant Technology LLC, they will have voting control of Viant
Technology Inc., which
will be the managing member of the LLC.
Tim Vanderhook
FirstName LastNameTim
Viant Technology Inc. Vanderhook
Comapany 18,
November NameViant
2020 Technology Inc.
November
Page 2 18, 2020 Page 2
FirstName LastName
Risk Factors
General, page 16
2. We note that the interest rate elections for your revolving credit
facility are tied, in part, to
LIBOR. Please consider including a risk factor if the expected
discontinuation of LIBOR
could affect your liquidity and results of operations.
Reduced reporting and disclosure requirements applicable to us as an emerging
growth
company..., page 45
3. Please revise to clarify that as a result of your election to take
advantage of the extended
transition provisions for complying with new or revised accounting
standards, your
financial statements may not be comparable to companies that comply
with public
company effective dates.
Risk Factors
Our amended and restated certificate of incorporation will include an exclusive
forum clause,
page 47
4. We note that your exclusive forum selection provision identifies the
federal district courts
of the United States of America as the exclusive forum for claims
arising under the
Securities Act. Please disclose that investors cannot waive compliance
with the federal
securities laws and the rules and regulations thereunder. Section 22
of the Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or the rules and
regulations thereunder.
Organizational Structure
Post-Offering Holding Company Structure, page 57
5. Please revise your post-offering organization chart to address the
following:
Clarify that the economic rights of the Class B common stock are
limited to the right
to redeem at par value; and
Disclose within the chart the percentage voting rights in Viant
Technology, LLC for
each of the Class A and Class B unit holders.
Organizational Structure
Voting Rights of Class A Common Stock and Class B Common Stock, page 62
6. Disclose the circumstances in which holders of Class A common shares
are able to vote
separately as a class as provided in your certificate of incorporation
and under Delaware
law.
Exchange Rights, page 63
7. Please revise to clarify under what additional circumstances the Viant
Technology LLC
Agreement requires mandatory exchange of Class B units.
Tim Vanderhook
FirstName LastNameTim
Viant Technology Inc. Vanderhook
Comapany 18,
November NameViant
2020 Technology Inc.
November
Page 3 18, 2020 Page 3
FirstName LastName
Use of Proceeds, page 64
8. Please advise whether a portion of the net proceeds may be used to
make cash payments
to the members of Viant Technology LLC, pursuant to the Tax Receivable
Agreement or
pursuant to your option to make cash payments to the members upon
their election to
exchange their LLC Units for newly issued shares of Class A common
stock. To the
extent you may use, or may cause Viant Technology LLC, to use, the net
proceeds for
these purposes, please revise.
Unaudited Pro Forma Consolidated Financial Information and Other Data, page 70
9. Please revise your pro forma balance sheet to reflect any adjustments
related to the Tax
Receivable Agreement. Similarly, revise your pro forma statements of
operations to
include separate line items for income or loss before income tax
expense (benefit) and
income tax expense (benefit). To the extent such adjustments cannot be
determined due to
the uncertainty and timing of future exchanges of Class B units,
revise to include a
footnote to the pro forma financials indicating as such. Also, please
include a
comprehensive discussion of the Tax Receivable Agreement in the
introductory pro forma
section along with a discussion of any deferred tax asset and related
liabilities that will be
recognized assuming all Class B unit holders exchange their LLC units.
Lastly, revise
your pro forma balance sheet to also include any adjustments related
to non-controlling
interests.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 76
10. You disclose that you tailor your pricing models to different customer
needs. These
pricing models include a percentage of spend model, a subscription
based model, or a
CPM based model. Tell us and, to the extent material, revise to
quantify the percentage of
revenue each pricing model represents. As part of your disclosure,
include a discussion of
any known trends or uncertainties for each of the pricing models for
the periods presented
and the impact, if any, these various models have had on your results
of operations.
11. We note that your platform "enables marketers to reach their target
audience across
desktop, mobile, connected TV, linear TV, streaming audio and digital
billboards." Please
revise to provide a discussion of any known trends or uncertainties
regarding spending
attributable to each of the media types identified. As part of your
discussion, please tell us
whether there are any key performance metrics management uses in
evaluating its
business related to the type of advertising customers purchase.
Factors Affecting our Performance, page 77
12. Please tell us the percentage of total revenue generated from your
Active Customers for
each period presented. To the extent this customer base did not
account for a significant
portion of your revenues, tell us your consideration to include
information regarding the
Tim Vanderhook
FirstName LastNameTim
Viant Technology Inc. Vanderhook
Comapany 18,
November NameViant
2020 Technology Inc.
November
Page 4 18, 2020 Page 4
FirstName LastName
number of customers with revenues less than $15,000.
Results of Operations
Comparison of the Years Ended December 31, 2018 and 2019, Revenue, page 81
13. You state that your success is dependent on regularly adding new
customers and
increasing your customers' usage of your platform. Please tell us what
portion of your
revenue was attributable to new versus existing customers and consider
including such
quantified information in your results of operations discussion. Refer
to Item
303(a)(3)(iii) of Regulation S-K and Section III.D of SEC Release No.
33-6835.
14. You disclose that the beneficial impact of the Adelphic acquisition on
revenue was not
immediate due to a variety of factors, including the time associated
with integrating
Adelphic. Please revise to disclose when Adelphic was integrated into
the business, and
quantify the relative impact of the acquired business, once
integrated, on revenue and the
results of operations for the periods presented.
Key Operating and Financial Performance Metrics, page 83
15. You state that your future revenue growth depends upon your ability to
retain existing
customers, among other factors. You also refer to a pricing model
based on a percentage
of your customer spend. Tell us what measures, if any, you use to
monitor customer
retention and customer spend and revise to include a quantified
discussion of such
measures or explain why you do not believe such information is
necessary. Refer to
Section III.B.1 of SEC Release No. 33-8350.
Use of Non-GAAP Financial Measures, page 83
16. Your presentation of non-GAAP net revenue includes an adjustment for
direct costs which
are included in revenue. Similarly, you present total operating
expenses, excluding direct
costs. Please explain to us why you believe these non-GAAP measures do
not
substitute individually tailored revenue and expense recognition and
measurement
methods for those of GAAP. Refer to Question 100.04 of Compliance and
Disclosure
Interpretations on Non-GAAP Financial Measures and Rule 100(b) of
Regulation G.
Liquidity and Capital Resources, page 87
17. Please revise to address the fact upon consummation of this offering,
you will be a
holding company with no operations of your own. As such, you will
depend on
distributions from Viant Technology LLC (LLC) to pay your taxes and
expenses,
including payments under the Tax Receivable Agreement. Please also
disclose any
restrictions or other factors that could inhibit the LLC's ability to
pay dividends or make
other distributions to you. Refer to Item 303(a)(1) of Regulation S-K.
Contractual Obligations, page 89
Please include a footnote to the table indicating that the payments
you may be required to
Tim Vanderhook
FirstName LastNameTim
Viant Technology Inc. Vanderhook
Comapany 18,
November NameViant
2020 Technology Inc.
November
Page 5 18, 2020 Page 5
FirstName LastName
18. make under the Tax Receivable Agreement may be substantial, and are
not reflected in the
table. Refer to Section III.D of SEC Release No. 33-8182.
Business, page 94
19. You state that your operation of Myspace.com provides certain data
assets and intellectual
property that you may leverage to provide products and services to
your clients. Of your
26 patents, 15 relate to the Myspace.com site. To the extent material,
please discuss your
operations of Myspace.com and the impact on your business.
Management, page 103
20. Please identify and provide disclosure regarding your significant
employees who are not
executive officers but who have made and/or are expected to make
significant
contributions to the business of the company. We note several
individuals listed on the
website as part of your leadership team, including co-founder and
Senior Vice President,
Russ Vanderhook. See Item 401(c) of Regulation S-K.
Management
Controlled Company Exemption, page 105
21. We note your disclosure that the Vanderhook Parties will control more
than 50% of the
voting power of Class A common stock. Please revise to clarify that
the Vanderhook
Parties will also have voting control due to Class B common Stock
ownership and that the
Class A and Class B common stock vote together on the election of
directors.
Executive Compensation, page 109
22. Please provide executive compensation disclosure for the year ended
December 31, 2019
which is the company's last completed fiscal year. See Item 402 of
Regulation S-K.
Concentration of Risk, page F-14
23. You disclose that no customers accounted for more than 10% of
consolidated revenue.
However, you state on page 19 that if all of your customer contractual
relationships were
aggregated at the holding company level, two of your customers would
represent more
than 10% of your revenue for fiscal 2019. Please revise to disclose
the amount or
percentage of revenue attributed to these customers. In this regard, a
group of entities
known to be under common control are considered to be a single
customer pursuant to the
guidance in ASC 280-10-50-42. Also, if applicable, please provide
disclosures regarding
concentrations of credit risk as required by ASC 825-10-50-20.
Tim Vanderhook
Viant Technology Inc.
November 18, 2020
Page 6
Financial Statements
Note 8. Convertible Preferred Units and Common Units
2016 and 2019 Convertible Preferred Units, page F-21
24. You state that you used the Black-Scholes-Merton option valuation model
to determine
the fair value of your common units for purposes of calculating the
beneficial conversion
feature in your 2019 convertible preferred units. Please clarify whether
your reference to
the option pricing model here relates to your allocation of the
enterprise value as
determined under the income approach. If true, revise your disclosures
accordingly or
explain further your reference to the use of such option pricing model to
value your
common units. Also, disclose the fair value of the common units and the
effective
conversion price of the 2019 convertible preferred units used in
determining the $27.6
million beneficial conversion feature. Refer to ASC 505-10-50-3.
General
25. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Dave 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 Matthew Derby, Staff
Attorney, at (202)
551-3334 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
November 18, 2020 Page 6
cc: Stewart McDowell
FirstName LastName