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dsp-10q_20220630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40015

Viant Technology Inc.

(Exact name of registrant as specified in its charter)

Delaware	85-3447553
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2722 Michelson Drive, Suite 100 Irvine, CA 92612
(Address of principal executive offices and zip code)

(949) 861-8888

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of August 5, 2022, there were 14,253,800 shares and 47,082,260 shares of the registrant’s Class A and Class B common stock, respectively, $0.001 par value per share, outstanding.

TABLE OF CONTENTS

			Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	A.	Condensed Consolidated Statements of Operations	3
	B.	Condensed Consolidated Balance Sheets	4
	C.	Condensed Consolidated Statements of Convertible Preferred Units and Equity	5
	D.	Condensed Consolidated Statements of Cash Flows	7
	E.	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		42
Item 4.	Controls and Procedures		42
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		43
Item 1A.	Risk Factors		43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		43
Item 3.	Defaults Upon Senior Securities		44
Item 4.	Mine Safety Disclosures		44
Item 5.	Other Information		44
Item 6.	Exhibits		45
Signatures			46

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	51,200		$	50,411		$	93,829		$	90,555
Operating expenses:
Platform operations		30,950			31,715			57,144			56,059
Sales and marketing		17,286			20,553			31,042			34,738
Technology and development		5,011			8,031			10,014			13,931
General and administrative		11,725			14,075			22,808			24,495
Total operating expenses		64,972			74,374			121,008			129,223
Loss from operations		(13,772	)		(23,963	)		(27,179	)		(38,668	)
Interest expense, net		21			241			173			476
Other expense (income), net		299			1			303			(68	)
Gain on extinguishment of debt		—			(6,110	)		—			(6,110	)
Total other expense (income), net		320			(5,868	)		476			(5,702	)
Net loss		(14,092	)		(18,095	)		(27,655	)		(32,966	)
Less: Net loss attributable to noncontrolling interests		(10,691	)		(14,440	)		(21,062	)		(26,206	)
Net loss attributable to Viant Technology Inc.	$	(3,401	)	$	(3,655	)	$	(6,593	)	$	(6,760	)
Loss per share of Class A common stock:
Basic	$	(0.24	)	$	(0.32	)	$	(0.47	)	$	(0.59	)
Diluted	$	(0.24	)	$	(0.32	)	$	(0.47	)	$	(0.59	)
Weighted-average shares of Class A common stock outstanding:
Basic		14,114			11,500			13,962			11,500
Diluted		14,114			11,500			13,962			11,500

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share data)

	As of June 30,			As of December 31,
	2022			2021
Assets
Current assets:
Cash	$	207,248		$	238,480
Accounts receivable, net of allowances		93,481			110,739
Prepaid expenses and other current assets		2,911			2,967
Total current assets		303,640			352,186
Property, equipment, and software, net		22,525			22,331
Operating lease assets		19,688			—
Intangible assets, net		1,222			1,786
Goodwill		12,422			12,422
Other assets		397			406
Total assets	$	359,894		$	389,131
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Accounts payable	$	28,239		$	32,877
Accrued liabilities		31,558			34,086
Accrued compensation		7,603			12,247
Current portion of deferred revenue		64			1,317
Current portion of operating lease liabilities		2,014			—
Other current liabilities		1,245			2,531
Total current liabilities		70,723			83,058
Long-term debt		—			17,500
Long-term portion of deferred revenue		—			5,234
Long-term portion of operating lease liabilities		18,994			—
Other long-term liabilities		—			765
Total liabilities		89,717			106,557
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.001 par value
Authorized shares — 10,000,000
Issued and outstanding — none		—			—
Class A common stock, $0.001 par value
Authorized shares — 450,000,000
Issued — 14,393,501 and 13,920,868
Outstanding — 14,253,800 and 13,704,638		14			14
Class B common stock, $0.001 par value
Authorized shares — 150,000,000
Issued and outstanding — 47,082,260 and 47,107,130		47			47
Additional paid-in capital		89,276			82,888
Accumulated deficit		(29,380	)		(20,139	)
Treasury stock, at cost; 139,701 and 216,230 shares held		(861	)		(2,648	)
Total stockholders’ equity attributable to Viant Technology Inc.		59,096			60,162
Noncontrolling interests		211,081			222,412
Total equity		270,177			282,574
Total liabilities and stockholders’ equity	$	359,894		$	389,131

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED UNITS AND EQUITY

(unaudited; in thousands)

	Class A Common Stock				Class B Common Stock					Additional Paid-In			Accumulated			Treasury Stock						Noncontrolling			Total
	Shares		Amount		Shares			Amount		Capital			Deficit			Shares			Amount			Interests			Equity
Balance as of December 31, 2021		13,921	$	14		47,107		$	47	$	82,888		$	(20,139	)		(216	)	$	(2,648	)	$	222,412		$	282,574
Exchange of Class B common stock for Class A common stock		25		—		(25	)		—		—			—			—			—			—			—
Issuance of common stock in connection with equity-based compensation plans		126		—		—			—		—			—			—			—			—			—
Reissuance of treasury stock in connection with equity-based compensation plans		—		—		—			—		—			(2,648	)		216			2,648			—			—
Allocation of equity to noncontrolling interests		—		—		—			—		(4,276	)		—			—			—			4,276			—
Accrued member tax distributions		—		—		—			—		(12	)		—			—			—			—			(12	)
Stock-based compensation		—		—		—			—		7,326			—			—			—			—			7,326
Net loss		—		—		—			—		—			(3,192	)		—			—			(10,371	)		(13,563	)
Balance as of March 31, 2022		14,072	$	14		47,082		$	47	$	85,926		$	(25,979	)		—		$	—		$	216,317		$	276,325
Issuance of common stock in connection with equity-based compensation plans		322		—		—			—		—			—			—			—			—			—
Repurchase of treasury shares in connection with the taxes paid related to net share settlement of equity awards		—		—		—			—		—			—			(140	)		(861	)		—			(861	)
Allocation of equity to noncontrolling interests		—		—		—			—		(5,455	)		—			—			—			5,455			—
Accrued member tax distributions		—		—		—			—		(16	)		—			—			—			—			(16	)
Stock-based compensation		—		—		—			—		8,821			—			—			—			—			8,821
Net loss		—		—		—			—		—			(3,401	)		—			—			(10,691	)		(14,092	)
Balance as of June 30, 2022		14,394	$	14		47,082		$	47	$	89,276		$	(29,380	)		(140	)	$	(861	)	$	211,081		$	270,177

VIANT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED UNITS AND EQUITY – (continued)

(unaudited; in thousands)

	Convertible Preferred Units						Common Units					Class A Common Stock				Class B Common Stock						Additional Paid-In		Accumulated		Members'			Treasury Stock				Noncontrolling		Total
	Units			Amount			Units			Amount		Shares		Amount		Shares			Amount			Capital		Deficit		Equity			Shares		Amount		Interests		Equity
Balance as of December 31, 2020		600		$	7,500			400		$	—		—	$	—		—		$	—		$	—	$	—	$	20,117			—	$	—	$	—	$	20,117
Net income prior to Reorganization Transactions		—						—					—		—		—			—					—		669			—		—		—		669
Effect of Reorganization Transactions		(600	)		(7,500	)		(400	)		—		—		—		48,936			49			28,237		—		(20,786	)		—		—		—		7,500
Issuance of Class A common stock in initial public offering, net of underwriting and offering costs		—			—			—			—		11,500		12		(1,500	)		(2	)