dsp-8k_20220310.htm
false 0001828791 0001828791 2022-03-10 2022-03-10

 

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): March 10, 2022

 

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

 N/A

(Former name or former address, if changed since last report.)

 

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 March 10, 2022, Viant Technology Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter and fiscal year ended December 31, 2021 and provided a business update. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 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 March 10, 2022.

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: March 10, 2022

 

By:

/s/ Tim Vanderhook

 

 

 

Tim Vanderhook

 

 

 

Chief Executive Officer and Chairman

 

 

 

(Principal Executive Officer)

 

 

2

dsp-ex991_51.htm

 

Exhibit 99.1

Viant Technology Announces Record Fourth Quarter

and Full Year 2021 Financial Results

 

IRVINE, Calif., March 10, 2022 Viant Technology Inc. (NASDAQ: DSP), a leading people-based advertising software company, today reported financial results for its fourth quarter and full year ended December 31, 2021.

“Our fourth quarter results, which beat our revenue and profitability guidance, concluded an incredible year for Viant.  We greatly exceeded our expectations on all key financial metrics for the year and delivered against every aspect of our business strategy that we outlined in our February 2021 IPO, further proving out Viant’s business model and technology,” said Tim Vanderhook, co-founder and CEO of Viant.  “We expect advertiser spend across our platform to further accelerate in 2022, and we are setting long term goals for revenue of at least $500 million and adjusted EBITDA as a percentage of contribution ex-TAC of at least 35% by 2025.”

Added co-founder and COO, Chris Vanderhook, “We made great strides in scaling our business in 2021.  Marketer and agency clients are responding positively to the power and ease-of-use of our Adelphic omnichannel platform that leverages our household ID technology and new World Without Cookies (“WWC”) software to facilitate the buying and measurement of their digital advertising.  Increased customer demand, the rapid development of our technology and the expansion and execution by our sales team, were key to driving our 2021 results, as evidenced by our growth in both the total number of and spend by active customers, as well as our continuing high customer retention rate.”  

Fourth Quarter 2021 Financial Highlights, year-over-year:

 

GAAP

Revenue was $82.7 million, an increase of 46%

 

Gross profit was $38.1 million, an increase of 25%

 

Net income was $7.5 million, or $0.11 per diluted share of Class A common stock(1), compared to $12.9 million in the fourth quarter of 2020

 

Net income as a percentage of gross profit was 20%, compared to 42% in the fourth quarter of 2020

 

Cash as of December 31, 2021 was $238.5 million

 

 

Non-GAAP(2)

Contribution ex-TAC was $48.5 million, an increase of 24%

 

Adjusted EBITDA was $17.4 million, an increase of 12%

 

Adjusted EBITDA as a percentage of contribution ex-TAC was 36%, compared to 40% in the fourth quarter of 2020

 

Non-GAAP net income was $13.4 million, or $0.17 per diluted share of Class A common stock(1), compared to $12.9 million in the fourth quarter of 2020

 

 

Full-Year 2021 Financial Highlights, year-over-year:

 

GAAP

Revenue was $224.1 million, an increase of 36%

 

Gross profit was $94.5 million, an increase of 23%

 

Net loss was $37.6 million, or $0.63 per diluted share of Class A common stock(1), compared to net income of $20.6 million in 2020

 

Cash flow from operations was $28.7 million, an increase of 52%

 

 

 


 

 

 

 

Non-GAAP(2)

Contribution ex-TAC was $141.5 million, an increase of 28%

 

Adjusted EBITDA was $37.1 million, an increase of 17%

 

Adjusted EBITDA as a percentage of contribution ex-TAC was 26%, compared to 29% in 2020

 

Non-GAAP net income was $23.9 million, or $0.30 per diluted share of Class A common stock(1), compared to $20.6 million in 2020

 

 

Business Highlights:

Advertiser spend across the Adelphic platform(3) grew 26% for the fourth quarter and 29% for the year

 

Active customers(4) grew to 309 at year end, representing a year-over-year increase of 45, or 17%

 

Top 50 active customers increased spend on our platform by 48% year-over-year in FY 2021

 

Connected TV (“CTV”) continued to be a key growth driver, with CTV related contribution ex-TAC growing 66% in the fourth quarter and 68% for the full year.  CTV represented 45% of total contribution ex-TAC in the fourth quarter and 41% for the full year

 

Our recent software release, WWC, continued to gain momentum with 50% of advertisers adopting WWC since its release in late 2021

 

 

“Our strong financial performance in 2021 is a testament to the traction our software platform is gaining in the marketplace,” said CFO, Larry Madden.  “The investments we made in 2021 are already paying off and we are investing in 2022 to further scale the business and take advantage of the strong tailwinds assisting our growth.  Looking forward, we expect advertiser spend across our platform to further accelerate in 2022, with growth of over 35% expected for the full year.”

 

Guidance:

For the first quarter 2022, the Company expects:

Revenue in the range of $42.0 million to $44.0 million, representing year-over-year growth of approximately 5% to 10%

Adjusted EBITDA in the range of negative ($5.0) million to ($4.0) million, reflecting continuing investments in Viant’s growth initiatives

 

For the full year 2022, the Company expects:

Revenue in the range of $260.0 million to $270.0 million, representing year-over-year growth of approximately 16% to 20%

Adjusted EBITDA in the range of $25.0 million to $35.0 million, reflecting continuing investments in Viant’s growth initiatives

 

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—basic and diluted 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. Reconciliations of these non-GAAP financial measures to Viant’s financial results as determined in accordance with GAAP are included at the end of this press release under “Reconciliation of Non-GAAP Financial Measures.”  For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see “Non-GAAP Financial Measures” in this press release. We are not able to estimate gross profit and net income (loss) on a forward-looking basis or reconcile the guidance provided for adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC 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 and webcast to discuss its financial results on Thursday, March 10, 2022 at 2:00 p.m. Pacific Time (5:00 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 December 31, 2021 and for the period from February 12, 2021 reflect the consolidated operations of Viant.

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,” “target”, “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, Viant’s projected financial performance and operating results, including projected revenue, adjusted EBITDA, and adjusted EBITDA as a percentage of contribution ex-TAC, as well as statements regarding Viant’s market opportunity, expected acceleration in advertiser spend across the Company’s platform and expected growth for 2022 and beyond. 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 Viant’s expectations, the demands and expectations of customers and the ability to attract and retain customers 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 Quarterly Reports 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:

Erica McDonald

Finn Partners

erica.mcdonald@finnpartners.com

press@viantinc.com

 

Investor Contacts:

 

Brad Samson

bsamson@viantinc.com

 

The Blueshirt Group

Nicole Borsje

investors@viantinc.com

 

 

(1)Prior to our IPO, which closed in February 2021, the Viant Technology LLC membership structure included certain convertible preferred units and common units. The number of Viant Technology LLC units prior to the IPO is significantly lower than the number of Viant Technology Inc Class A common shares due to restructuring of the entities in connection with the IPO, therefore contributing to a significantly lower earnings per share calculation in fiscal 2021 compared to fiscal 2020.

(2)For a discussion on how we define, use and calculate these non-GAAP financial measures and a reconciliation thereof to the most directly comparable GAAP financial measures, see “Non-GAAP Financial Measures” and the supplementary schedules under “Reconciliation of Non-GAAP Financial Measures” in this press release.

(3)We define advertiser spend across our platform as the total amount billed to our customers for activity on our platform, inclusive of advertising media, third-party data and other add-on features.  See “Operational Metrics” for a discussion of how we use this metric and why it is useful to investors.

(4)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.  See “Operational Metrics” for a discussion of how we use this metric and why it is useful to investors.


 

VIANT TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share/unit data)

(Unaudited)

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

82,715

 

 

$

56,461

 

 

$

224,127

 

 

$

165,251

 

Operating expenses:(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platform operations

 

 

44,578

 

 

 

25,944

 

 

 

129,604

 

 

 

88,260

 

Sales and marketing

 

 

15,173

 

 

 

9,494

 

 

 

65,042

 

 

 

28,887

 

Technology and development

 

 

4,851

 

 

 

2,618

 

 

 

25,372

 

 

 

8,698

 

General and administrative

 

 

10,428

 

 

 

5,231

 

 

 

46,904

 

 

 

17,639

 

Total operating expenses

 

 

75,030

 

 

 

43,287

 

 

 

266,922

 

 

 

143,484

 

Income (loss) from operations

 

 

7,685

 

 

 

13,174

 

 

 

(42,795

)

 

 

21,767

 

Interest expense, net

 

 

162

 

 

 

249

 

 

 

864

 

 

 

1,038

 

Other expense, net

 

 

7

 

 

 

64

 

 

 

60

 

 

 

91

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

(6,110

)

 

 

 

Total other expense (income), net

 

 

169

 

 

 

313

 

 

 

(5,186

)

 

 

1,129

 

Net income (loss)

 

 

7,516

 

 

 

12,861

 

 

 

(37,609

)

 

 

20,638

 

Less: Net income (loss) attributable to noncontrolling interests

 

 

5,962

 

 

 

 

 

 

(29,867

)

 

 

 

Net income (loss) attributable to Viant Technology Inc.

 

$

1,554

 

 

$

 

 

$

(7,742

)

 

$

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

$

12.86

 

 

$

(0.63

)

 

$

20.64

 

Diluted

 

$

0.11

 

 

$

12.86

 

 

$

(0.63

)

 

$

20.64

 

Weighted-average Class A common stock/units outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

13,543

 

 

 

400

 

 

 

12,364

 

 

 

400

 

Diluted

 

 

13,550

 

 

 

1,000

 

 

 

12,364

 

 

 

1,000

 

(1)

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

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platform operations

 

$

1,253

 

 

$

 

 

$

13,096

 

 

$

 

Sales and marketing

 

 

2,053

 

 

 

 

 

 

25,639

 

 

 

 

Technology and development

 

 

1,390

 

 

 

 

 

 

12,373

 

 

 

 

General and administrative

 

 

1,935

 

 

 

 

 

 

17,714

 

 

 

 

Total stock-based compensation

 

$

6,631

 

 

$

 

 

$

68,822

 

 

$

 

 


 

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platform operations

 

$

2,439

 

 

$

1,754

 

 

$

8,388

 

 

$

7,338

 

Sales and marketing

 

 

 

 

 

 

 

 

 

 

 

 

Technology and development

 

 

414

 

 

 

402

 

 

 

1,599

 

 

 

1,608

 

General and administrative

 

 

265

 

 

 

296

 

 

 

1,154

 

 

 

1,160

 

Total depreciation and amortization

 

$

3,118

 

 

$

2,452

 

 

$

11,141

 

 

$

10,106

 


 

 

VIANT TECHNOLOGY INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

238,480

 

 

$

9,629

 

Accounts receivable, net of allowances

 

 

110,739

 

 

 

89,767

 

Prepaid expenses and other current assets

 

 

2,967

 

 

 

4,487

 

Total current assets

 

 

352,186

 

 

 

103,883

 

Property, equipment, and software, net

 

 

22,331

 

 

 

13,829

 

Intangible assets, net

 

 

1,786

 

 

 

3,015

 

Goodwill

 

 

12,422

 

 

 

12,422

 

Other assets

 

 

406

 

 

 

371

 

Total assets

 

$

389,131

 

 

$

133,520

 

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

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

32,877

 

 

$

29,763

 

Accrued liabilities and accrued compensation

 

 

46,333

 

 

 

34,388

 

Current portion of long-term debt

 

 

 

 

 

3,353

 

Current portion of deferred revenue

 

 

1,317

 

 

 

2,725

 

Other current liabilities

 

 

2,531

 

 

 

9,427

 

Total current liabilities

 

 

83,058

 

 

 

79,656

 

Long-term debt

 

 

17,500

 

 

 

20,182

 

Long-term portion of deferred revenue

 

 

5,234

 

 

 

5,612

 

Other long-term liabilities

 

 

765

 

 

 

453

 

Total liabilities

 

 

106,557

 

 

 

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

 

 

82,888

 

 

 

 

Accumulated deficit

 

 

(20,139

)

 

 

 

Treasury stock, at cost

 

 

(2,648

)

 

 

 

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

 

 

60,162

 

 

 

20,117

 

Noncontrolling interests

 

 

222,412

 

 

 

 

Total equity

 

 

282,574

 

 

 

20,117

 

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

 

$

389,131

 

 

$

133,520

 

 

 


 

 

VIANT TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(37,609

)

 

$

20,638

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

11,141

 

 

 

10,106

 

Stock-based compensation

 

 

68,822

 

 

 

 

Provision for (recovery of) doubtful accounts

 

 

(107

)

 

 

(584

)

Loss on disposal of assets

 

 

188

 

 

 

61

 

Gain on extinguishment of debt

 

 

(6,110

)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(20,865

)

 

 

(21,099

)

Prepaid expenses and other assets

 

 

(750

)

 

 

(252

)

Accounts payable

 

 

3,404

 

 

 

8,995

 

Accrued liabilities and accrued compensation

 

 

12,047

 

 

 

3,059

 

Deferred revenue

 

 

(1,786

)

 

 

(1,694

)

Other liabilities

 

 

290

 

 

 

(355

)

Net cash provided by operating activities

 

 

28,665

 

 

 

18,875

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(441

)

 

 

(434

)

Capitalized software development costs

 

 

(6,931

)

 

 

(7,407

)

Net cash used in investing activities

 

 

(7,372

)

 

 

(7,841

)

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

 

 

(7,289

)

 

 

(5,547

)

Payment of member dividends

 

 

 

 

 

(5,000

)

Payment of offering costs

 

 

(2,608

)

 

 

(1,708

)

Taxes paid related to net share settlement of equity awards

 

 

(15,045

)

 

 

 

Net cash provided (used in) by financing activities

 

 

207,558

 

 

 

(6,220

)

Net increase in cash

 

 

228,851

 

 

 

4,814

 

Cash at beginning of period

 

 

9,629

 

 

 

4,815

 

Cash at end of period

 

$

238,480

 

 

$

9,629

 

 

 

 

 

 

 

 


 

 

Non-GAAP Financial Measures

To provide investors and others with additional information regarding Viant’s results, we have included in this press release the following financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”): 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 —basic and diluted. 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.

Contribution ex-TAC is a non-GAAP financial measure. Gross profit is the most comparable GAAP measure, which is calculated as revenue less platform operations. In calculating contribution ex-TAC, we add back other platform operations expense to gross profit. 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. “Traffic acquisition costs” or “TAC” refers to amounts incurred and payable to suppliers for the cost of advertising media, third-party data and other add-on features.

Adjusted EBITDA is a non-GAAP financial measure.  Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA is defined by us as net income (loss) 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 as a percentage of contribution ex-TAC is a non-GAAP financial measure that we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented. Net income (loss) as a percentage of gross profit is the most comparable GAAP financial measure.  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. In particular, we believe that the exclusion of the amounts eliminated in calculating adjusted EBITDA can provide a measure for period-to-period comparisons of our business. Adjusted EBITDA as a percentage of our non-GAAP measure, 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 a non-GAAP financial measure. Net income (loss) is the most comparable GAAP measurement. Non-GAAP net income (loss) is defined by us as net income (loss) 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 of Class A common stock—basic and diluted is a non-GAAP financial measure.  Earnings (loss) per share of Class A common stock—basic and diluted is the most comparable GAAP measure. Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is defined by us as earnings (loss) per share, 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 earnings (loss) per Class A common stock—basic and diluted 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 Class A common stock—basic and diluted 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 should be considered in addition to, not as a substitute for or in isolation from, the Company’s financial information calculated in accordance with GAAP and should not be considered measures of the Company’s liquidity. Further, these non-GAAP measures as defined by the Company may not be comparable to similar non-GAAP measures presented by other companies, including peer companies, and therefore comparability may be limited. 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.  Management encourages investors and others to review Viant’s financial information in its entirety and not rely on a single financial measure.

Reconciliation of Non-GAAP Financial Measures

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

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

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Revenue

 

$

82,715

 

 

$

56,461

 

 

$

224,127

 

 

$

165,251

 

Less: Platform operations

 

 

(44,578

)

 

 

(25,944

)

 

 

(129,604

)

 

 

(88,260

)

Gross profit

 

 

38,137

 

 

 

30,517

 

 

 

94,523

 

 

 

76,991

 

Add back: Other platform operations

 

 

10,346

 

 

 

8,618

 

 

 

46,977

 

 

 

33,525

 

Contribution ex-TAC

 

$

48,483

 

 

$

39,135

 

 

$

141,500

 

 

$

110,516

 

 

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

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Net income (loss)

 

$

7,516

 

 

$

12,861

 

 

$

(37,609

)

 

$

20,638

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

161

 

 

 

249

 

 

 

864

 

 

 

1,038

 

Depreciation and amortization

 

 

3,118

 

 

 

2,452

 

 

 

11,141

 

 

 

10,106

 

Stock-based compensation

 

 

6,631

 

 

 

 

 

 

68,822

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

(6,110

)

 

 

 

Adjusted EBITDA

 

$

17,426

 

 

$

15,562

 

 

$

37,108

 

 

$

31,782

 


 

 

 

The following table sets forth a 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

December 31,

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Gross profit

 

$

38,137

 

 

$

30,517

 

 

$

94,523

 

 

$

76,991

 

Net income (loss)

 

$

7,516

 

 

$

12,861

 

 

$

(37,609

)

 

$

20,638

 

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

 

 

20

%

 

 

42

%

 

N/A

 

 

 

27

%

Contribution ex-TAC

 

$

48,483

 

 

$

39,135

 

 

$

141,500

 

 

$

110,516

 

Adjusted EBITDA

 

$

17,426

 

 

$

15,562

 

 

$

37,108

 

 

$

31,782

 

Adjusted EBITDA as a percentage of contribution ex-TAC

 

 

36

%

 

 

40

%

 

 

26

%

 

 

29

%

(1) Management believes that in periods of net loss, primarily driven by the impact of stock-based compensation, this percentage is not comparable to the other periods presented.

 

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

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Net income (loss)

 

$

7,516

 

 

$

12,861

 

 

$

(37,609

)

 

$

20,638

 

   Add back: Stock-based compensation

 

 

6,631

 

 

 

 

 

 

68,822

 

 

 

 

   Less: Gain on extinguishment of debt

 

 

 

 

 

 

 

 

(6,110

)

 

 

 

   Less: Income tax effect related to Viant

   Technology Inc.'s share of adjustments

 

 

(759

)

 

 

 

 

 

(1,238

)

 

 

 

Non-GAAP net income

 

$

13,388

 

 

$

12,861

 

 

$

23,865

 

 

$

20,638

 

 

The following table sets forth a reconciliation of earnings (loss) per Class A common stock—basic and diluted to non-GAAP earnings (loss) per Class A common stock—basic and diluted for the three months and year ended December 31, 2021. Earnings (loss) per share was not adjusted for the three months and year ended December 31, 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

 

 

Year Ended

 

 

 

December 31, 2021

 

 

December 31, 2021

 

 

 

Earnings

 

 

 

 

 

 

Non-GAAP

 

 

Earnings

 

 

 

 

 

 

Non-GAAP

 

 

 

(Loss) per

 

 

 

 

 

 

Earnings (Loss)

 

 

(Loss) per

 

 

 

 

 

 

Earnings (Loss)

 

 

 

Share

 

 

Adjustments

 

 

per Share

 

 

Share

 

 

Adjustments

 

 

per Share

 

 

 

(in thousands, except per share data)

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

7,516

 

 

$

 

 

$

7,516

 

 

$

(37,609

)

 

$

 

 

$

(37,609

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Add back: Stock-based

   compensation

 

 

 

 

 

6,631

 

 

 

6,631

 

 

 

 

 

 

68,822

 

 

 

68,822

 

   Less: Gain on extinguishment of

   debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,110

)

 

 

(6,110

)

   Less: Income tax effect related

    to Viant Technology Inc.'s

   share of adjustments (1)

 

 

 

 

 

(759

)

 

 

(759

)

 

 

 

 

 

(1,238

)

 

 

(1,238

)

Non-GAAP net income (loss)

 

 

7,516

 

 

 

5,872

 

 

 

13,388

 

 

 

(37,609

)

 

 

61,474

 

 

 

23,865

 

   Less: Net income (loss)

   attributable to noncontrolling

   interests (2)

 

 

5,962

 

 

 

5,074

 

 

 

11,036

 

 

 

(29,867

)

 

 

49,897

 

 

 

20,030

 

Net income (loss) attributable to

   Viant Technology, Inc.—basic

 

 

1,554

 

 

 

798

 

 

 

2,352

 

 

 

(7,742

)

 

 

11,577

 

 

 

3,835

 

   Add back: Reallocation of net

   loss attributable to

   noncontrolling interest from

   the assumed exchange of RSUs

   for Class A common stock

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

253

 

 

 

253

 

   Less: Income tax effect from the

   assumed exchange of RSUs for

   Class A common stock (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(62

)

 

 

(62

)

Net income (loss) attributable to

   Viant Technology, Inc.—diluted

 

$

1,554

 

 

$

799

 

 

$

2,353

 

 

$

(7,742

)

 

$

11,768

 

 

$

4,026

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class

   A common stock outstanding

   —basic

 

 

13,543

 

 

 

 

 

 

13,543

 

 

 

12,364