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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
oTRANSITION 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
______________________________________________________________________________________________________________________________________________________
https://cdn.kscope.io/0f759e691a879a471bd58e23ddad4e01-Cover image.jpg
Viant Technology Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________________________________________________________________________________
Delaware85-3447553
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.001 per shareDSP
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 x No o
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 x No o
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 fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
As of May 4, 2023, there were 15,064,581 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
2


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
March 31,
20232022
Revenue$41,720 $42,629 
Operating expenses:
Platform operations23,337 26,194 
Sales and marketing12,169 13,756 
Technology and development5,894 5,003 
General and administrative11,428 11,083 
Total operating expenses52,828 56,036 
Loss from operations(11,108)(13,407)
Interest expense (income), net(1,819)152 
Other expense, net87 4 
Total other expense (income), net(1,732)156 
Net loss(9,376)(13,563)
Less: Net loss attributable to noncontrolling interests(6,896)(10,371)
Net loss attributable to Viant Technology Inc.$(2,480)$(3,192)
Loss per share of Class A common stock:
Basic$(0.17)$(0.23)
Diluted$(0.17)$(0.23)
Weighted-average shares of Class A common stock outstanding:
Basic14,74813,809
Diluted14,74813,809
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

VIANT TECHNOLOGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except per share data)
As of
March 31,
As of December 31,
20232022
Assets
Current assets:
Cash and cash equivalents$201,742 $206,573 
Accounts receivable, net of allowances80,810 101,658 
Prepaid expenses and other current assets3,771 6,631 
Total current assets286,323 314,862 
Property, equipment, and software, net24,274 23,106 
Operating lease assets25,473 26,441 
Intangible assets, net507 667 
Goodwill12,422 12,422 
Other assets64 385 
Total assets$349,063 $377,883 
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Accounts payable$20,782 $37,063 
Accrued liabilities28,580 35,063 
Accrued compensation6,223 9,162 
Current portion of deferred revenue1,055 123 
Current portion of operating lease liabilities3,973 3,711 
Other current liabilities2,447 1,995 
Total current liabilities63,060 87,117 
Long-term debt  
Long-term portion of operating lease liabilities23,990 24,998 
Total liabilities87,050 112,115 
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 — 15,444,078 and 14,783,886
Outstanding — 15,064,581 and 14,643,798
15 15 
Class B common stock, $0.001 par value
Authorized shares — 150,000,000
Issued and outstanding — 47,082,260 and 47,082,260
47 47 
Additional paid-in capital100,942 95,922 
Accumulated deficit(39,425)(36,261)
Treasury stock, at cost; 379,497 and 140,088 shares held
(1,567)(475)
Total stockholders’ equity attributable to Viant Technology Inc.60,012 59,248 
Noncontrolling interests202,001 206,520 
Total equity262,013 265,768 
Total liabilities and stockholders’ equity$349,063 $377,883 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

VIANT TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands)

Class A
Common Stock
Class B
Common Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Treasury
Stock
Noncontrolling
Interests
Total
Equity
SharesAmountSharesAmountSharesAmount
Balance as of December 31, 202214,784$15 47,082$47 $95,922 $(36,261)(140)$(475)$206,520 $265,768 
Cumulative impact of accounting adoption— (209)— — (209)
Balance as of January 1, 202314,7841547,0824795,922(36,470)(140)(475)206,520265,559 
Issuance of Class A common stock in connection with equity-based compensation plans6601 — (1)— — —  
Repurchase of treasury shares in connection with the taxes paid related to net share settlement of equity awards— — (379)(1,567)— (1,567)
Reissuance of treasury stock in connection with equity-based compensation plans— (475)140475 —  
Allocation of equity to noncontrolling interests(2,377)— — 2,377 — 
Accrued member tax distributions(1,474)— — — (1,474)
Stock-based compensation8,872 — — — 8,872 
Net loss— (2,480)— (6,896)(9,376)
Balance as of March 31, 202315,444$15 47,082$47 $100,942 $(39,425)(379)$(1,567)$202,001 $262,013 

Class A
Common Stock
Class B
Common Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Treasury
Stock
Noncontrolling
Interests
Total
Equity
SharesAmountSharesAmount SharesAmount
Balance as of December 31, 202113,921$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 stock25— (25)— — — — — — 
Issuance of Class A common stock in connection with equity-based compensation plans126— — — — — — — 
Reissuance of treasury stock in connection with equity-based compensation plans— — — (2,648)2162,648 —  
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, 202214,072$14 47,082$47 $85,926 $(25,979)$ $216,317 $276,325 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

VIANT TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)

Three Months Ended
March 31,
20232022
Cash flows from operating activities:
Net loss$(9,376)$(13,563)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:  
Depreciation and amortization3,412 3,154 
Stock-based compensation7,472 6,376 
Provision for (recovery of) doubtful accounts22 51 
Loss on disposal of assets104  
Amortization of operating lease assets968 654 
Changes in operating assets and liabilities:
Accounts receivable20,618 30,790 
Prepaid expenses and other assets3,180 (568)
Accounts payable(16,301)(8,157)
Accrued liabilities(6,504)3,584 
Accrued compensation(3,350)(2,721)
Deferred revenue933 (6,486)
Operating lease liabilities(743)(461)
Other liabilities(1,000)(1,083)
Net cash provided by (used in) operating activities(565)11,570 
Cash flows from investing activities:
Purchases of property and equipment(291)(373)
Capitalized software development costs(2,382)(1,725)
Net cash used in investing activities(2,673)(2,098)
Cash flows from financing activities:
Taxes paid related to net share settlement of equity awards(1,567) 
Payment of member tax distributions(26)(16)
Net cash used in financing activities(1,593)(16)
Net increase (decrease) in cash and cash equivalents(4,831)9,456 
Cash and cash equivalents at beginning of period206,573 238,480 
Cash and cash equivalents at end of period$201,742 $247,936 
Supplemental disclosure of cash flow information:
Cash paid for interest$38 $104 
Supplemental disclosure of non-cash investing and financing activities:
Stock-based compensation included in capitalized software development costs$1,400 $950 
Capitalized assets financed by accounts payable and accrued liabilities$953 $464 
Accrued member tax distributions$1,450 $ 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




Page
1. Nature of Operations
Viant Technology Inc. (the “Company,” “we,” “us,” “our” or “Viant”) was incorporated in the State of Delaware on October 9, 2020. The Company operates a demand side platform, Adelphic, that is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their advertising across most channels, including desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards.
On February 9, 2021, the Securities and Exchange Commission (“SEC”) declared effective the Company’s Form S-1 related to the initial public offering (“IPO”) of its Class A common stock. The closing date of the IPO was February 12, 2021, and in connection with the closing and the corporate reorganization (the “Reorganization Transactions”), the following actions were taken:
The Company amended and restated its certificate of incorporation, under which the Company is authorized to issue up to 450,000,000 shares of Class A common stock, up to 150,000,000 shares of Class B common stock, and up to 10,000,000 shares of preferred stock;
The limited liability company agreement of Viant Technology LLC was amended and restated (as amended and restated, the “Viant Technology LLC Agreement”) to, among other things, provide for Class A units and Class B units and appoint the Company as the sole managing member of Viant Technology LLC;
The Viant Technology LLC Agreement classified the interests acquired by the Company as Class A units, reclassified the interests held by the continuing members of Viant Technology LLC as Class B units, and permits the continuing members of Viant Technology LLC to exchange Class B units for shares of Class A common stock of Viant Technology Inc. on a one-for-one basis or, at the election of Viant Technology Inc., for cash at the current fair value on the date of the exchange. Immediately following such reclassification, the continuing members held 48,935,559 Class B units. For each membership unit of Viant Technology LLC that was reclassified as a Class B unit, the Company issued one corresponding share of our Class B common stock to the continuing members, or 48,935,559 shares of Class B common stock in total;
The Company issued and sold 10,000,000 shares of its Class A common stock to the underwriters at an IPO price of $25.00 per share, for gross proceeds of $250.0 million before deducting underwriting discounts and commissions of $17.5 million;
The Company used the net proceeds of $232.5 million to acquire 10,000,000 newly issued Class A units of Viant Technology LLC at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock;
The underwriters exercised their option to purchase 1,500,000 additional shares of Class A common stock from the selling stockholders in the IPO. The Company did not receive any proceeds from the sale of shares by the selling stockholders. Pursuant to such exercise, the selling stockholders exchanged the corresponding number of Class B units for the shares of Class A common stock, the corresponding number of shares of Class B common stock were automatically retired, and 1,500,000 Class A units were issued to the Company;
The Class B stockholders and Class A stockholders initially had 80.5% and 19.5%, respectively, of the combined voting power of the Company’s common stock. The Class A common stock outstanding represents 100% of the
7

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from the Company, except for the right of Class B stockholders to receive the par value of the Class B common stock upon our liquidation, dissolution or winding up or an exchange of Class B units;
The Company entered into a Registration Rights Agreement with the Class B stockholders to provide for certain rights and restrictions after the IPO; and
Viant Technology LLC’s 2020 Equity Based Incentive Compensation Plan (the “Phantom Unit Plan”) was terminated and replaced with the Company’s 2021 Long Term Incentive Plan (the “LTIP”).
Immediately following the closing of the IPO, Viant Technology LLC became the predecessor of the Company for financial reporting purposes. Viant Technology Inc. is a holding company, and its sole material asset is its equity interest in Viant Technology LLC. As the sole managing member of Viant Technology LLC, the Company operates and controls all of the business and affairs of Viant Technology LLC. The Reorganization Transactions are accounted for as a reorganization of entities under common control. As a result, the condensed consolidated financial statements of the Company recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of Viant Technology LLC. The Company consolidates Viant Technology LLC in its condensed consolidated financial statements and records a noncontrolling interest related to the Class B units held by the Class B stockholders on its condensed consolidated balance sheets and statements of operations.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information which are unaudited and include the operations of the Company, Viant Technology LLC and its wholly owned subsidiaries. Viant Technology LLC is considered a variable interest entity. The Company is the primary beneficiary and sole managing member of Viant Technology LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Viant Technology LLC. All intercompany balances and transactions have been eliminated in consolidation.
Management believes that the accompanying condensed consolidated financial statements reflect the adjustments necessary for the fair statement of its condensed consolidated balance sheets, statements of operations, and cash flows included in this report. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Certain information and disclosures normally included in the Company's consolidated financial statements prepared in accordance with GAAP have been omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2022.
The condensed consolidated statements of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 (“fiscal 2023”), or for any other future annual or interim period.
There have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2022.
Use of Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, primarily those related to revenue recognition, stock-based compensation, income taxes, allowances for doubtful accounts, the useful lives of capitalized software development costs and other property, equipment and software and assumptions used in the impairment analyses of long-lived assets and goodwill. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
As of March 31, 2023, the impact of widespread macroeconomic and geopolitical uncertainties, including the continuing impact of COVID-19, bank failures, labor shortages, inflation and monetary supply shifts, rising interest rates, tightening of credit markets, recession risks, and potential disruptions from the Russia-Ukraine conflict, on our business continues to evolve. As a result, many of our estimates and assumptions consider macroeconomic and geopolitical factors in the market, which require increased judgment and
8

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available on the potential impact on our business of global economic and business events, our estimates may change materially in future periods.
Comprehensive Loss
For the periods presented, net loss is equal to comprehensive loss.
Accounts Receivable, Net of Allowances
The following table presents changes in the allowance for doubtful accounts for the three months ended March 31, 2023:
(in thousands)
Balance as of December 31, 2022$1,015 
Cumulative impact of accounting adoption209 
Provision for doubtful accounts22 
Write-offs, net of recoveries(84)
Balance as of March 31, 2023$1,162 
Concentration of Risk
Financial instruments that potentially subject the Company to concentration of risk consist principally of cash and accounts receivable. The Company maintains its cash with financial institutions and its cash levels exceed the Federal Deposit Insurance Corporation’s federally insured limits. Accounts receivable include amounts due from customers with principal operations primarily in the United States.
As of March 31, 2023, one individual customer accounted for 10.3% of consolidated accounts receivable. As of December 31, 2022, no individual customers accounted for 10.0% or greater of consolidated accounts receivable.
As of March 31, 2023, two individual suppliers accounted for 15.7% and 10.6% of consolidated accounts payable and accrued liabilities. As of December 31, 2022, one supplier accounted for 24.6% of consolidated accounts payable and accrued liabilities.
For the three months ended March 31, 2023, one advertising agency holding company accounted for 11.5% of the Company's total revenue. For the three months ended March 31, 2022, no advertising agency holding company accounted for 10.0% or more of the Company's total revenue. For the three months ended March 31, 2023 and 2022, there were no individual customers that accounted for 10.0% or more of the Company’s total revenues.
JOBS Act Election as an Emerging Growth Company
On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” the Company may, under Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. An “emerging growth company” is one with less than $1.235 billion in annual sales, has less than $700 million in market value of its shares of common stock held by non-affiliates and issues less than $1 billion of non-convertible debt over a three-year period. The Company may take advantage of this extended transition period until the first to occur of the date that it (i) is no longer an “emerging growth company” or (ii) affirmatively and irrevocably opts out of this extended transition period.
The Company has elected to take advantage of the benefits of this extended transition period. Until the date that the Company is no longer an “emerging growth company” or affirmatively and irrevocably opts out of the exemption provided by Securities Act Section 7(a)(2)(B), upon issuance of a new or revised accounting standard that applies to its condensed consolidated financial statements and that has a different effective date for public and private companies, the Company will disclose the date on which it will adopt the recently issued accounting standard.
Recently Adopted Accounting Pronouncements
Financial Instruments—Credit Losses
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326). ASU 2016-13 revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which results in more timely recognition of losses on financial instruments. We adopted this standard at the beginning of fiscal 2023. As a result, we revised the impairment model to utilize an expected loss methodology in place of an incurred loss methodology related to our allowance for credit losses on our trade accounts receivable. We
9

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




evaluate our allowance for credit losses based on historical bad debt experience, our assessment of the financial condition of companies with which we do business, current macroeconomic conditions, and reasonable and supportable forecasts of future macroeconomic conditions. The adoption did not have a material impact on the Company's condensed consolidated financial statements.
3. Revenue
The disaggregation of revenue was as follows:
Three Months Ended
March 31,
20232022
Over-time revenue$386 $137 
Point-in-time revenue41,334 42,492 
Total revenue$41,720 $42,629 
Revenue for unsatisfied performance obligations expected to be recognized in the future for contracts with an original expected duration of greater than one year was $1.1 million as of March 31, 2023 and $0.1 million as of December 31, 2022. These amounts do not include contracts with an original expected duration of less than one year, which is the majority of the Company’s contracts.
Remaining deferred revenue that is anticipated to be recognized during the succeeding twelve month period is recorded in the current portion of deferred revenue within the condensed consolidated balance sheets.
4. Property, Equipment, and Software, Net
Major classes of property, equipment, and software were as follows:
As of
March 31,
As of December 31,
20232022
Capitalized software development costs$77,156 $72,988 
Computer equipment1,124 1,116 
Purchased software32 32 
Furniture, fixtures and office equipment957 1,226 
Leasehold improvements2,040 2,571 
Total property, equipment and software81,309 77,933 
Less: Accumulated depreciation(57,035)(54,827)
Total property, equipment and software, net$24,274 $23,106 
Depreciation recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
March 31,
20232022
Platform operations$2,712 $2,136 
Sales and marketing  
Technology and development393 595 
General and administrative147 136 
Total$3,252 $2,867 
For the three months ended March 31, 2023 and 2022, total interest cost incurred was $0.1 million and $0.2 million, respectively. Interest costs capitalized during the three months ended March 31, 2023 and 2022 were de minimis.
10

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




5. Leases
Lessee Arrangements
The Company has operating leases for its office space, which have remaining lease terms of up to eight years. The Company does not have finance leases.
Some of our leases include renewal options to extend the leases for up to five years and/or termination options to terminate the leases within one year. If it is reasonably certain that a renewal or termination option will be exercised, the exercise of the option is considered in calculating the term of the lease. The Company did not enter into any leases during the three months ended March 31, 2023.
As of March 31, 2023, our operating leases had a weighted-average remaining lease term of approximately seven years and a weighted-average incremental borrowing rate of 3.5%.
Cash paid for amounts included in the operating lease liabilities was $1.0 million and $0.6 million for the three months ended March 31, 2023 and 2022, respectively.
The components of lease expense were as follows (in thousands):
Three Months Ended March 31,
20232022
Operating lease cost$1,209 $812 
Short-term lease cost260 343 
Variable lease cost21 97 
Total lease cost$1,490 $1,252 
Future minimum lease payments as of March 31, 2023 were as follows:
As of
March 31,
Year2023
Remainder of 2023$3,659 
20244,385 
20254,270 
20264,257 
20274,182 
Thereafter10,811 
Total undiscounted future lease payments31,564 
Less: Imputed interest(3,601)
Present value of operating lease liabilities27,963 
Less: Operating lease liabilities, current(3,973)
Operating lease liabilities, noncurrent$23,990 
6. Intangible Assets, Net
The balances of intangible assets and accumulated amortization are as follows:
As of March 31, 2023
Remaining Weighted-Average Useful
Life (years)
Gross AmountAccumulated
Amortization
Net Carrying Amount
Developed technology$4,927 $(4,927)$ 
Customer relationships0.82,300 (2,026)274 
Trademarks/tradenames2.91,400 (1,167)233 
Total$8,627 $(8,120)$507 
11

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)





As of December 31, 2022
Remaining Weighted- Average Useful
Life (years)
Gross AmountAccumulated
Amortization
Net Carrying Amount
Developed technology0.1$4,927 $(4,869)$58 
Customer relationships1.12,300 (1,944)356 
Trademarks/tradenames3.21,400 (1,147)253 
Total $8,627 $(7,960)$667 
Amortization of intangible assets recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
March 31,
20232022
Platform operations$58 $175 
Sales and marketing  
Technology and development  
General and administrative102 112 
Total$160 $287 
Estimated future amortization of intangible assets is as follows:
As of March 31,
Year2023
Remainder of 2023$306 
2024107 
202580 
202614 
2027 
Thereafter 
Total$507 
7. Accrued Liabilities
The Company’s accrued liabilities consisted of the following:
As of
March 31,
As of December 31,
20232022
Accrued traffic acquisition costs$25,188 $29,631 
Other accrued liabilities3,392 5,432 
Total accrued liabilities$28,580 $35,063 
The Company had a balance of $0.2 million and $0.2 million as of March 31, 2023 and December 31, 2022, respectively, payable to related parties for expenses they incurred on our behalf, which was recorded within accrued liabilities on the condensed consolidated balance sheets. The related expense incurred by the Company was $0.2 million for the three months ended March 31, 2023 and de minimis for the three months ended March 31, 2022.
12

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




8. Revolving Credit Facility
Revolving Credit Facility
On October 31, 2019, we entered into an asset-based revolving credit and security agreement (the “Loan Agreement”) with PNC Bank, National Association (“PNC Bank”). The Loan Agreement provides a senior secured revolving credit facility of up to $40.0 million with a maturity date of October 31, 2024. The Loan Agreement is collateralized by security interests in substantially all of our assets.
Advances under the Loan Agreement bear interest through maturity at a variable rate based upon our selection of either a Domestic Rate or a LIBOR Rate, plus an applicable margin (“Domestic Rate Loans” and “LIBOR Rate Loans”). The Domestic Rate is defined as a fluctuating interest rate equal to the greater of (1) the base commercial lending rate of PNC Bank, (2) the overnight federal funds rate plus 0.50% and (3) the Daily LIBOR Rate plus 1.00%. The Company did not have an outstanding balance during the three months ended March 31, 2023. The applicable margin is between 0.75% to 1.25% for Domestic Rate Loans and between 1.75% and 2.25% for LIBOR Rate Loans based on maintaining certain undrawn availability ratios. The applicable margin as of March 31, 2023 was equal to 0.75% for Domestic Rate Loans and 1.75% for LIBOR Rate Loans. The facility fee for undrawn amounts under the Loan Agreement is 0.375% per annum. We will be required to pay customary letter of credit fees, as necessary. Refer to Note 5Leases for additional information.
The Loan Agreement contains customary conditions to borrowings, events of default and covenants, including covenants that restrict our ability to sell assets, make changes to the nature of the business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, and engage in transactions with affiliates. The Loan Agreement also requires that we maintain compliance with a minimum Fixed Charge Coverage Ratio (as defined in the Loan Agreement) of 1.40 to 1.00 at any time undrawn availability under the Loan Agreement is less than 25%. As of March 31, 2023, we were in compliance with all covenants.
On April 4, 2023, we entered into an amendment to the Loan Agreement with PNC Bank (the "Amended Loan Agreement") that provides for an increase in the revolving credit facility, extends the maturity date, and changes the rates at which advances under the Amended Loan Agreement will bear interest. Refer to Note 14Subsequent Events, for additional information.
9. Stock-Based Compensation
In connection with the IPO, which occurred on February 12, 2021, the Phantom Unit Plan was replaced by the LTIP. On February 12, 2021, 6.2 million restricted stock units (“RSUs”) were granted under the LTIP. The Company is authorized to grant RSUs, incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, and performance stock awards under its LTIP. As of March 31, 2023, the Company had only granted RSUs and nonqualified stock options under the LTIP. Under the LTIP, 4.5 million shares of Class A common stock remained available for grant as of March 31, 2023.
Stock-based compensation recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
March 31,
20232022
Platform operations$892 $1,086 
Sales and marketing2,512 2,179 
Technology and development1,327 1,169 
General and administrative2,741 1,942 
Total$7,472 $6,376 
13

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




RSUs
The following summarizes RSU activity:
Number of Shares
(in thousands)
Weighted-Average
Grant Date Fair Value
RSUs outstanding as of December 31, 20223,928$12.59 
Granted1,4064.41 
Vested(800)13.38 
Canceled/forfeited(38)7.02 
RSUs outstanding as of March 31, 20234,4969.94 
As of March 31, 2023, the Company had unrecognized stock-based compensation relating to RSUs of approximately $39.1 million, which is expected to be recognized over a weighted-average period of 2.2 years.
Nonqualified Stock Options
The following summarizes nonqualified stock option activity:
Number of Options
(in thousands)
Weighted-Average
Exercise Price
Weighted-Average
Remaining Contractual Term
(years)
Aggregate Intrinsic Value
(in thousands)
Outstanding as of December 31, 20223,661$6.14 9.2$ 
Granted2,1274.43 
Exercised— 
Canceled(8)10.35 
Expired(25)22.65 
Outstanding as of March 31, 20235,7555.43 9.333 
Vested and exercisable8026.22 8.9— 
The weighted-average grant date fair value of the nonqualified stock options granted during the three months ended March 31, 2023 was $2.99. The Company had unrecognized stock-based compensation relating to unvested nonqualified stock options of approximately $16.0 million, which is expected to be recognized over a weighted-average period of 2.6 years, as of March 31, 2023.
The following table presents the assumptions used in the Black-Scholes model to determine the fair value of nonqualified stock options for the three months ended March 31, 2023 and 2022.
Three Months Ended
March 31,
20232022
Risk free interest rate4.3%1.4%
Expected volatility81.5%61.5%
Expected term (in years)6.05.9
Expected dividend yield0.0%0.0%
Risk-Free Interest Rate. The Company bases the risk-free interest rate assumption for equity awards on the rates for U.S. Treasury securities with maturities similar to those of the expected term of the award being valued.
Expected Volatility. Due to the limited trading history of the Company’s Class A common stock, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available.
14

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




Expected Term. Given the insufficient historical data relating to nonqualified stock option exercises, the expected term assumption is based on expected terms of a peer group of similar companies whose expected terms are publicly available. The Company will continue to apply this process until a sufficient amount of historical information regarding the Company’s nonqualified stock option exercises becomes available.
Expected Dividend Yield. The Company’s expected dividend yield assumption is zero as it has never paid dividends and has no present intention to do so in the future.
Issuance of Shares
Upon vesting of shares under the LTIP, we will issue treasury stock. If treasury stock is not available, Class A common stock will be issued.
10. Income Taxes and Tax Receivable Agreement
The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate of 21% to income before provision of income taxes due to Viant Technology LLC’s pass-through structure for U.S. income tax purposes and the valuation allowance against the deferred tax asset in the current and prior-year periods. The Company did not recognize an income tax benefit (expense) on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of 75.8% due to the full valuation allowance against its deferred tax assets, resulting in an effective tax rate of 0.0% for each of the three months ended March 31, 2023 and 2022.
As of March 31, 2023, management determined based on applicable accounting standards and the weight of all available evidence, it was not more likely than not (“MLTN”) that the Company will generate sufficient taxable income to realize our deferred tax assets including the difference in our tax basis in excess of the financial reporting value for our investment in Viant Technology LLC. Consequently, we have established a full valuation allowance against our deferred tax assets as of March 31, 2023. In the event that management subsequently determines that it is MLTN that we will realize our deferred tax assets in the future over the recorded amount, a decrease to the valuation allowance will be made, which will reduce the provision for income taxes.
The Company has concluded based on applicable accounting standards and the weight of all available evidence, that it was MLTN that its deferred tax assets subject to the Tax Receivable Agreement entered into with Viant Technology LLC, continuing members of Viant Technology LLC and the TRA Representative (as defined in the TRA) on February 9, 2021 (“TRA”) would not be realized as of March 31, 2023. Therefore, the Company has not recorded a liability related to the remaining tax savings it may realize from utilization of such deferred tax assets after concluding it was not probable that such TRA liability would be paid based on its estimates of future taxable income. As of the March 31, 2023, the total unrecorded TRA liability is approximately $10.3 million. If utilization of the deferred tax assets subject to the TRA becomes MLTN in the future, the Company will record a liability related to the TRA, to the extent probable at that time, which will be recognized as an expense within its condensed consolidated statements of operations.
11. Loss Per Share
For the three months ended March 31, 2023 and 2022, basic net loss per share has been calculated by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding for the same period. Shares of Class A common stock are weighted for the portion of the period in which the shares were outstanding. Diluted net loss per share has been calculated in a manner consistent with that of basic net loss per share while considering all potentially dilutive shares of Class A common stock outstanding during the period.
15

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




The following table presents the calculation of basic and diluted net loss per share for the three months ended March 31, 2023 and 2022:
Three Months Ended
March 31,
20232022
Numerator
Net loss$(9,376)$(13,563)
Less: Net loss attributable to noncontrolling interests(6,896)(10,371)
Net loss attributable to Viant Technology Inc.$(2,480)$(3,192)
Denominator
Weighted-average shares of Class A common stock outstanding—basic and diluted14,74813,809
Loss per share of Class A common stock—basic$(0.17)$(0.23)
Loss per share of Class A common stock—diluted$(0.17)$(0.23)
Anti-dilutive shares excluded from loss per share of Class A common stock—diluted:
Restricted stock units4,4964,858
Nonqualified stock options5,7553771
Shares of Class B common stock47,08247,082
Total shares excluded from loss per share of Class A common stock—diluted57,33355,711
12. Noncontrolling Interests
Viant Technology Inc. is the sole managing member of Viant Technology LLC and, as a result, consolidates the financial results of Viant Technology LLC. We report noncontrolling interests representing the economic interests in Viant Technology LLC held by the other members of Viant Technology LLC. The Viant Technology LLC Agreement classifies the interests acquired by the Company as Class A units, reclassified the interests held by the continuing members of Viant Technology LLC as Class B units and permits the continuing members of Viant Technology LLC to exchange Class B units for shares of Class A common stock on a one-for-one basis or, at the election of Viant Technology Inc., for cash at the current fair value on the date of the exchange. Changes in the Company’s ownership interest in Viant Technology LLC while retaining control of Viant Technology LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Class B units in Viant Technology LLC by the other members and future issuances of Class A common stock under the LTIP will result in a change in ownership, where the Company will rebalance the noncontrolling interest, offset by a change in additional-paid-in-capital.
The following table summarizes the ownership of Viant Technology LLC:
As of March 31, 2023As of December 31, 2022
OwnerUnits OwnedOwnership Percentage Units OwnedOwnership Percentage
Viant Technology Inc.15,064,58124.2 %14,643,79823.7 %
Noncontrolling interests47,082,26075.8 %47,082,26076.3 %
Total62,146,841100.0 %61,726,058100.0 %
There were no exchanges of Class B units of Viant Technology LLC for shares of the Company’s Class A common stock during the three months ended March 31, 2023.
16

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except for per share data)




The following table presents the effect of changes in the Company’s ownership interest in Viant Technology LLC on the Company’s equity for the periods indicated:
Three Months Ended
March 31,
20232022
Net loss attributable to Viant Technology Inc.$(2,480)$(3,192)
Transfers to noncontrolling interests:
Decrease in the additional-paid-in-capital of Viant Technology Inc. resulting from ownership changes in Viant Technology LLC(2,377)(4,276)
Change from net loss attributable to Viant Technology Inc. and transfers to noncontrolling interests$(4,857)$(7,468)
13. Commitments and Contingencies
Lease Commitments
As of March 31, 2023, the Company had non-cancelable operating lease commitments for office space that have been recorded as operating lease liabilities. Refer to Note 5—Leases for additional information regarding lease commitments.
Hosting Commitments
As of March 31, 2023, the Company had non-cancelable contractual agreements related to the hosting of our data storage processing, storage, and other computing services. As of March 31, 2023, we estimate these obligations to be approximately $8.8 million for the remainder of 2023, $6.1 million in 2024, $5.0 million in 2025, and $0.8 million in 2026.
Legal Matters
From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.
Guarantees and Indemnities
The Company has made no significant contractual guarantees for the benefit of third parties. However, in the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. The Company is not aware of indemnification claims that could have a material effect on the Company’s condensed consolidated financial statements. Accordingly, no amounts for any obligation have been recorded as of March 31, 2023.
14. Subsequent Events
On April 4, 2023, we entered into the Amended Loan Agreement. The Amended Loan Agreement provides for an increase in the revolving credit facility to $75.0 million, extends the maturity date to April 4, 2028, and changes the rates at which advances will bear interest. Advances under the Amended Loan Agreement will bear interest at term SOFR plus 2.00% to 2.25% based on the average undrawn availability. The Company has no outstanding balances under the Amended Loan Agreement.
17

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except for percentages and per share data)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viant Technology Inc. and its subsidiaries (“Viant,” “we,” “us,” “our” or the “Company”) should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited condensed consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report") and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on March 2, 2023. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Forward-Looking Statements” and “Risk Factors” and discussed elsewhere in this Quarterly Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, our business strategy (including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, the sufficiency of our cash and cash equivalents and cash provided by sales of our products and services to meet our liquidity needs, the impact of macroeconomic and geopolitical events, including the ongoing COVID-19 pandemic, bank failures, labor shortages, inflation and monetary supply shifts, rising interest rates, tightening of credit markets, recession risks, and potential disruptions from the Russia-Ukraine conflict, on our business, operations, and the markets and communities in which we, our clients, and partners operate, results of operations, revenues, operating expenses, capital expenditures, sales and marketing initiatives and competition.
In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “could,” “intend,” “consider,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative or plural of these words or other similar terms or expressions. All statements other than statements of historical fact are forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about: our future financial performance, including our revenue, cost of revenue, gross profit, contribution excluding traffic acquisition costs (“contribution ex-TAC”), adjusted EBITDA, and operating expenses; trends in our key business measures; the sufficiency of our cash and cash equivalents and cash provided by sales of our products and services to meet our liquidity needs; market trends; our market position and opportunity; our growth strategy and business aspirations for our demand side platform in enabling the programmatic purchase of advertising in the digital advertising industry; our product strategy; our efforts to enhance the security and privacy of our platform; the potential impacts of macroeconomic and geopolitical events, the business of our customers, suppliers and channel partners, and the economy; our ability to attract new customers and retain existing customers; our ability to successfully expand into our existing markets and into new markets; our ability to effectively manage our growth and future expenses; and the impact of recent accounting pronouncements on our unaudited condensed consolidated financial statements.
Such statements are not guarantees of future performance and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from expected results. As a result, you should not put undue reliance on any forward-looking statement. These forward-looking statements are included throughout this Quarterly Report. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risk factors discussed in the “Risk Factors” section of this Quarterly Report.
The forward-looking statements contained in this Quarterly Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors described in the section entitled “Risk Factors.” Additional factors or events that could cause our actual results to differ may also emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and we caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Quarterly Report speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as
18

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except for percentages and per share data)
may be required by applicable securities laws. You should read this Quarterly Report, and the documents that we reference in this Quarterly Report and have filed with the SEC, with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
Overview
We are an advertising technology company. Our cloud-based demand side platform ("DSP"), Adelphic, enables the programmatic purchase of advertising, which is the electronification of the digital advertising buying process. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency and involve higher costs to buyers.
Adelphic is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards.
Adelphic is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our people-based and strategic partner data to reach target audiences at scale. Our platform delivers a full suite of forecasting, reporting and built-in automation that provides our customers with insights into available inventory based on the desired target audience. We offer advanced forecasting and reporting that empowers our customers with functionality designed to ensure they can accurately measure and improve their return on advertising spend ("ROAS") across channels and we believe this can be a feature that helps us grow our customer base as more customers recognize its benefits.
We generate revenue by charging platform fees and service fees pursuant to agreements that enable a wide variety of marketers and their agencies to select the mix of pricing and service options that suits their unique business and advertising budget.
These options consist of a percentage of spend pricing option and a fixed cost per mille (“CPM”) pricing option. Customers who prefer to use our platform on a self-service basis to execute their advertising campaigns enter into master service agreements (“MSAs”) with us, and we generate revenue under these arrangements by charging a platform fee that is primarily a percentage of spend. Customers who prefer to use our fixed CPM pricing option enter into insertion order (“IO”) arrangements with us, and we generate revenue by charging these customers a platform fee at a price for every 1,000 impressions an ad receives. We also offer different service options to our customers accessing our platform under an MSA or an IO to enable them to use our services to aid them in data management, media execution and advanced reporting. When customers utilize our services, we generate revenue by charging a service fee separate from the platform fee consisting of (1) a fee that represents a percentage of spend; (2) a flat monthly fee covering services in connection with data management and advanced reporting; or (3) a fixed CPM that is inclusive of media, other direct costs and services.
We believe that offering a mix of pricing and service options provides greater flexibility and access to our platform for marketers and their advertising agencies seeking to plan, buy, and measure programmatic campaigns. As our customer base has grown, the number of percentage of spend customers has continued to increase relative to our fixed price customers, which tend to be less resilient during challenging macroeconomic periods.
Our financial results for the three months ended March 31, 2023 and 2022, respectively, include:
Revenue of $41.7 million and $42.6 million, representing a decrease of 2.1%;
Gross profit of $18.4 million and $16.4 million, representing an increase of 11.9%;
Contribution ex-TAC1 of $28.0 million and $27.5 million, representing an increase of 1.6%;
Net loss of $9.4 million and $13.6 million, representing an improvement of 30.9%;
Non-GAAP net loss1 of $1.8 million and $6.8 million, representing an improvement of 73.2%; and
Adjusted EBITDA1 of $(0.4) million and $(3.9) million, representing an increase of 90.0%.
(1)Contribution ex-TAC, non-GAAP net loss and adjusted EBITDA are non-GAAP financial measures. For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC, non-GAAP net loss and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”
19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except for percentages and per share data)
Factors Affecting Our Performance
Attract, Retain and Grow our Customer Base
Our future growth depends upon our ability to retain our existing customers and increase their usage of our platform as well as add new customers. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well positioned to capture more of our customers’ programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence (AI) and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP, Adelphic, and highlight the advantages of our people-based framework as cookie-based options become increasingly limited.
Despite a number of significant macroeconomic headwinds and challenges, our active customers for the twelve months ended March 31, 2023 remained steady at 327, compared to the twelve months ended March 31, 2022. We evaluate our customers' usage of our platform and assess our market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee we charge customers. While we experienced customers reducing advertising budgets during the second half of 2022 due to macroeconomic conditions, we saw stabilizing trends during the first quarter of 2023, although our year-over-year comparisons were challenging due to the significant growth in the first quarter of 2022. Despite a modest decline in revenue for the first quarter of 2023 compared to the first quarter of 2022, contribution ex-TAC grew by 2% compared to the first quarter of 2022 and advertiser spend per active customer grew 6% compared to the three months ended March 31, 2022. We believe growing customer adoption of our newer products drove incremental revenue and contribution ex-TAC during the first quarter. Also, as our mix shift towards percentage of spend becomes less impactful and as fixed price becomes a smaller percentage of total advertiser spend, we expect contribution ex-TAC to grow faster than revenue. Notwithstanding stabilizing trends in the first quarter of 2023, we expect the deceleration in advertising spend that began in the second half of 2022 will continue into future periods if challenging macroeconomic and geopolitical conditions, as more fully discussed below, continue or worsen. For a detailed discussion of our key operating measures including the definition of active customers, see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”
Investment in Growth
We believe that the advertising market is in the early stages of a shift toward programmatic advertising. We plan to invest for long-term growth. We anticipate that our operating expenses will continue to increase in the foreseeable future as we invest in platform operations, technology and development to enhance our product capabilities including the integration of new advertising channels, and in sales and marketing to acquire new customers and increase our customers’ usage of our platform. We believe that these investments will contribute to our long-term growth, although they may have a negative impact on our profitability in the near-term.
Impact of Macroeconomic and Geopolitical Conditions
Macroeconomic conditions and geopolitical events, including the COVID-19 pandemic, bank failures, inflation and monetary supply shifts, rising interest rates, tightening of credit markets, recession risks, labor shortages, shortages of goods and services, supply chain disruptions, and potential disruptions from the Russia-Ukraine conflict, continue to impact our business and the business of our customers, while also disrupting sales channels and advertising and marketing activities. While our number of active customers for the twelve months ended March 31, 2023 remained consistent over the past twelve months, we have observed decreases in revenue that we attribute to marketers in certain industry verticals decreasing or pausing their advertising spend due to the impacts of these macroeconomic conditions. We continue to actively monitor the impact of these macroeconomic factors on our results of operations, financial condition and cash flows, and on our clients, partners, industry and employees, and have slowed the pace of further investments in sales and marketing as a result of these factors. The extent of the impact of these factors on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted. Due to the nature of our business, the effect of these macroeconomic conditions and geopolitical events may not be fully reflected in our results of operations until future periods.
In the fourth quarter of 2022, we initiated a cost reduction plan aimed at reducing our operating expenses and sharpening our focus on key growth priorities in light of these macroeconomic conditions. This included a reduction of our employee headcount by approximately 13% and total restructuring charges included in our consolidated statements of operations for the year ended December 31, 2022 of $1.4 million, consisting primarily of cash severance payments, employee benefits, and related costs.
See “Risk Factors—The effects of macroeconomic conditions and geopolitical events, such as economic recessions and the COVID-19 pandemic and other adverse market events have had, and could in the future have, an adverse impact on our business,
20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except for percentages and per share data)
operating results and financial condition” for further discussion of the potential impacts of macroeconomic and geopolitical events on our business, financial condition and results of operations.
Growth of the Digital Advertising Market
We expect to continue to benefit from overall adoption of programmatic advertising by marketers and their agencies. Any material change in the growth rate of digital advertising or the rate of adoption of programmatic advertising, including expansion of new programmatic channels, could affect our performance. Recent years have shown that advertising spend is closely tied to advertisers’ financial performance, and a downturn, either generally or in one or more of the industries in which our customers operate, could adversely impact the digital advertising market and our operating results.
Seasonality
In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the fourth quarter of the calendar year in order to coincide with increased holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the continued growth of our business. In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above. Political advertising could also cause our revenue to increase during election cycles and decrease during other periods, making it difficult to predict our revenue, cash flow, and operating results, all of which could fall below our expectations. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.
Results of Operations
The following tables present our condensed consolidated statements of operations, our condensed consolidated statements of operations as a percentage of revenue, and the impact of stock-based compensation, depreciation and amortization on each operating expense line item for the three months ended March 31, 2023 and 2022:
Three Months Ended
March 31,
20232022
Consolidated Statements of Operations Data:
Revenue$41,720 $42,629 
Operating expenses(1):
Platform operations23,337 26,194 
Sales and marketing12,169 13,756 
Technology and development5,894 5,003 
General and administrative11,428 11,083 
Total operating expenses52,828 56,036 
Loss from operations(11,108)(13,407)
Total other expense (income), net(1,732)156 
Net loss(9,376)(13,563)
Less: Net loss attributable to noncontrolling interests(6,896)(10,371)
Net loss attributable to Viant Technology Inc.$(2,480)$(3,192)
21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except for percentages and per share data)
Three Months Ended
March 31,
20232022
(% of revenue*)
Consolidated Statements of Operations Data:
Revenue100 %100 %
Operating expenses(1):
Platform operations56 %61 %
Sales and marketing29 %32 %
Technology and development14 %12 %
General and administrative27 %26 %
Total operating expenses127 %131 %
Loss from operations(27)%(31)%
Total other expense (income), net(4)%— %
Net loss(22)%(32)%
Less: Net loss attributable to noncontrolling interests(17)%(24)%
Net loss attributable to Viant Technology Inc.(6)%(7)%
*Percentages may not sum due to rounding
(1)Stock-based compensation, depreciation, and amortization included in operating expenses are as follows:
Three Months Ended
March 31,
20232022
Stock-based compensation:
Platform operations$892 $1,086 
Sales and marketing2,512 2,179 
Technology and development1,327 1,169 
General and administrative2,741 1,942 
Total stock-based compensation$7,472 $6,376 
Three Months Ended
March 31,
20232022
Depreciation:
Platform operations$2,712 $2,136 
Sales and marketing— — 
Technology and development393 595 
General and administrative147 136 
Total depreciation$3,252 $2,867 
22

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except for percentages and per share data)
Three Months Ended
March 31,
20232022
Amortization:
Platform operations$58 $175 
Sales and marketing— — 
Technology and development— — 
General and administrative102 112 
Total amortization$160 $287 
Comparison of the Three Months Ended March 31, 2023 and 2022
Revenue
Three Months Ended
March 31,
Change
20232022$%
Revenue$