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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 September 30, 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/7be0713b5dde60a728f6404b51435a73-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 November 2, 2023, there were 15,541,093 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


Special Note Regarding 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. 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 on our business and the business of our customers, suppliers and channel partners, and the broader 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.
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” in this Quarterly Report. 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 may be required by applicable securities laws.
We may use the "Investor Relations" section of our website, our LinkedIn account, and the LinkedIn account of our Chief Executive Officer, Tim Vanderhook, as a distribution channel for material information about the Company. Financial and other important information regarding the Company is routinely posted on and accessible through the "Investor Relations" section of our website at investors.viantinc.com and the foregoing LinkedIn pages. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the "Email Alerts" option under the IR Resources menu of the Investor Relations section of our website at investors.viantinc.com.
3


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
September 30,
Nine Months Ended
September 30,
2023202220232022
Revenue$59,585 $48,830 $158,528 $142,659 
Operating expenses:
Platform operations30,965 27,530 87,825 84,674 
Sales and marketing14,146 16,949 38,006 47,991 
Technology and development6,151 5,576 18,217 15,590 
General and administrative11,142 11,650 33,658 34,458 
Total operating expenses62,404 61,705 177,706 182,713 
Loss from operations(2,819)(12,875)(19,178)(40,054)
Interest income, net(2,329)(455)(6,197)(282)
Other expense, net1 6 89 309 
Total other expense (income), net(2,328)(449)(6,108)27 
Loss before income taxes(491)(12,426)(13,070)(40,081)
Provision for income taxes181  181  
Net loss(672)(12,426)(13,251)(40,081)
Less: Net loss attributable to noncontrolling interests(146)(9,300)(9,181)(30,362)
Net loss attributable to Viant Technology Inc.$(526)$(3,126)$(4,070)$(9,719)
Loss per share of Class A common stock:
Basic$(0.03)$(0.22)$(0.27)$(0.69)
Diluted$(0.03)$(0.22)$(0.27)$(0.69)
Weighted-average shares of Class A common stock outstanding:
Basic15,38814,30615,09314,078
Diluted15,38814,30615,09314,078
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

VIANT TECHNOLOGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share and per share data)
As of
September 30,
As of
December 31,
20232022
Assets
Current assets:
Cash and cash equivalents$203,007 $206,573 
Accounts receivable, net of allowances106,039 101,658 
Prepaid expenses and other current assets5,028 6,631 
Total current assets314,074 314,862 
Property, equipment, and software, net27,180 23,106 
Operating lease assets23,871 26,441 
Intangible assets, net303 667 
Goodwill12,422 12,422 
Other assets638 385 
Total assets$378,488 $377,883 
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Accounts payable$31,579 $37,063 
Accrued liabilities35,169 35,063 
Accrued compensation8,846 9,162 
Current portion of deferred revenue1,302 123 
Current portion of operating lease liabilities3,807 3,711 
Other current liabilities6,561 1,995 
Total current liabilities87,264 87,117 
Long-term debt  
Long-term portion of operating lease liabilities22,536 24,998 
Total liabilities109,800 112,115 
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 — 15,746,064 and 14,783,886
Outstanding — 15,541,093 and 14,643,798
16 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 capital108,858 95,922 
Accumulated deficit(42,993)(36,261)
Treasury stock, at cost; 204,971 and 140,088 shares held
(1,223)(475)
Total stockholders’ equity attributable to Viant Technology Inc.64,705 59,248 
Noncontrolling interests203,983 206,520 
Total equity268,688 265,768 
Total liabilities and stockholders’ equity$378,488 $377,883 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

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 stock 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 compensation8,8728,872
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 
Issuance of Class A common stock in connection with equity-based compensation plans154
Repurchase of treasury stock in connection with the taxes paid related to net share settlement of equity awards(154)(655)(655)
Reissuance of treasury stock in connection with equity-based compensation plans(1,148)2771,148
Allocation of equity to noncontrolling interests(3,956)3,956
Accrued member tax distributions(4,151)(4,151)
Stock-based compensation10,05010,050
Net loss(1,063)(2,140)(3,203)
Balance as of June 30, 202315,598$16 47,082$47 $102,885 $(41,636)(256)$(1,074)$203,817 $264,055 
Issuance of Class A common stock in connection with equity-based compensation plans148
Repurchase of treasury stock in connection with the taxes paid related to net share settlement of equity awards(148)(980)(980)
Reissuance of treasury stock in connection with equity-based compensation plans(831)199831
Allocation of equity to noncontrolling interests(312)312
Accrued member tax distributions(3,851)(3,851)
Stock-based compensation10,13610,136
Net loss(526)(146)(672)
Balance as of September 30, 202315,746$16 47,082$47 $108,858 $(42,993)(205)$(1,223)$203,983 $268,688 
6

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
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)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, 202214,072$14 47,082$47 $85,926 $(25,979) $ $216,317 $276,325 
Issuance of Class A common stock in connection with equity-based compensation plans322— — — — — — — 
Repurchase of treasury stock 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, 202214,3941447,0824789,276(29,380)(140)(861)211,081270,177
Issuance of Class A common stock in connection with equity-based compensation plans210— — — — — — — 
Repurchase of treasury stock in connection with the taxes paid related to net share settlement of equity awards— — — — (144)(701)— (701)
Reissuance of treasury stock in connection with the taxes paid related to net share settlement of equity awards— — — (861)140861 —  
Allocation of equity to noncontrolling interests— — (5,384)— — 5,384 — 
Accrued member tax distributions— — 18 — — — 18 
Stock-based compensation— — 8,826 — — — 8,826 
Net loss— — — (3,126)— (9,300)(12,426)
Balance as of September 30, 202214,6041447,0824792,736(33,367)(144)(701)207,165265,894
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

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

Nine Months Ended
September 30,
20232022
Cash flows from operating activities:
Net loss$(13,251)$(40,081)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:  
Depreciation and amortization10,731 9,746 
Stock-based compensation24,735 21,855 
Provision for doubtful accounts63 834 
Loss on disposal of assets118 419 
Noncash lease expense2,941 1,961 
Changes in operating assets and liabilities:
Accounts receivable(4,653)16,295 
Prepaid expenses and other assets1,350 (2,982)
Accounts payable(5,639)(2,955)
Accrued liabilities151 (5,885)
Accrued compensation(781)(4,171)
Deferred revenue1,179 (6,486)
Operating lease liabilities(2,736)(964)
Other liabilities295 (900)
Net cash provided by (used in) operating activities14,503 (13,314)
Cash flows from investing activities:
Purchases of property and equipment(719)(553)
Capitalized software development costs(8,941)(5,872)
Net cash used in investing activities(9,660)(6,425)
Cash flows from financing activities:
Taxes paid related to net share settlement of equity awards(3,202)(1,561)
Payment of member tax distributions(5,207)(15)
Repayment of revolving credit facility (17,500)
Net cash used in financing activities(8,409)(19,076)
Net decrease in cash and cash equivalents(3,566)(38,815)
Cash and cash equivalents at beginning of period206,573 238,480 
Cash and cash equivalents at end of period$203,007 $199,665 
Supplemental disclosure of cash flow information:
Cash paid for interest$145 $199 
Supplemental disclosure of non-cash investing and financing activities:
Stock-based compensation included in capitalized software development costs$4,323 $3,113 
Operating lease assets obtained in exchange for operating lease liabilities$371 $3,778 
Capitalized assets financed by accounts payable and accrued liabilities$1,078 $516 
Accrued member tax distributions$4,269 $ 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except 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 ("DSP") 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
9

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except 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 and nine months ended September 30, 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 the significant accounting policies as described in the Company's 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.
The impact of widespread macroeconomic and geopolitical uncertainties, including the impact of pandemics, bank failures, labor shortages, inflation and monetary supply shifts, rising interest rates, tightening of credit markets, recession risks, and potential disruptions from international conflicts and acts of terrorism on our business continues to evolve. Many of our estimates and assumptions consider these macroeconomic and geopolitical factors in the market, which require increased judgment and carry a
10

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




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 as a result.
Comprehensive Loss
For the periods presented, net loss is equal to comprehensive loss.
Cash and Cash Equivalents
For purposes of balance sheet presentation and reporting of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised of cash in bank accounts and money market funds for which the carrying value approximates fair value due to their short-term nature. Cash equivalents are valued based on Level 1 inputs which consist of quoted prices in active markets. As of September 30, 2023, cash equivalents included money market funds of $185.5 million.
Accounts Receivable, Net of Allowances
The following table presents changes in the allowance for doubtful accounts for the three and nine months ended September 30, 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 
Provision for doubtful accounts27 
Write-offs, net of recoveries(54)
Balance as of June 30, 2023$1,135 
Provision for doubtful accounts14 
Write-offs, net of recoveries 
Balance as of September 30, 2023$1,149 
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 September 30, 2023, two individual customers accounted for 13.3% and 13.0% of consolidated accounts receivable. As of December 31, 2022, no individual customers accounted for 10.0% or greater of consolidated accounts receivable.
As of September 30, 2023, two individual suppliers accounted for 13.5% and 12.9% 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 September 30, 2023, there was one advertising agency holding company that accounted for 11.5% of the Company's total revenue. For the nine months ended September 30, 2023, there were no advertising agency holding companies that accounted for 10.0% or more of the Company’s total revenue. For the three and nine months ended September 30, 2022, one advertising agency holding company accounted for 20.3% and 13.9% of the Company's total revenue, respectively.
For the three and nine months ended September 30, 2023, there was one individual customer that accounted for 20.3% and 15.2% of the Company’s total revenue, respectively. For the three and nine months ended September 30, 2022, there were no individual customers that accounted for 10.0% or more of the Company’s total revenue.
11

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




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, 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 gross revenues, has issued less than $1 billion of non-convertible debt over a three-year period and is not deemed to be a large accelerated filer under the rules of the SEC. 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 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
September 30,
Nine Months Ended
September 30,
2023202220232022
Over-time revenue$1,019 $133 $2,188 $494 
Point-in-time revenue58,566 48,697 156,340 142,165 
Total revenue$59,585 $48,830 $158,528 $142,659 
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 $0.1 million as of September 30, 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.
12

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




4. Property, Equipment, and Software, Net
Major classes of property, equipment, and software were as follows:
As of
September 30,
As of December 31,
20232022
Capitalized software development costs$86,617 $72,988 
Computer equipment1,397 1,116 
Purchased software32 32 
Furniture, fixtures and office equipment968 1,226 
Leasehold improvements2,294 2,571 
Total property, equipment, and software91,308 77,933 
Less: Accumulated depreciation(64,128)(54,827)
Total property, equipment, and software, net$27,180 $23,106 
Depreciation recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Platform operations$3,147 $2,510 $8,769 $7,219 
Sales and marketing    
Technology and development386 432 1,162 1,250 
General and administrative145 147 436 436 
Total$3,678 $3,089 $10,367 $8,905 
5. Leases
Lessee Arrangements
We have operating leases for our office space, which have remaining lease terms of up to eight years. We do 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.
As of September 30, 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 $1.3 million and $3.5 million for the three and nine months ended September 30, 2023, respectively, and $0.3 million and $1.5 million for the three and nine months ended September 30, 2022, respectively.
The components of lease expense were as follows (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Operating lease cost$1,234 $915 $3,655 $2,542 
Short-term lease cost268 341 609 1,045 
Variable lease cost 23 9 113 
Total lease cost$1,502 $1,279 $4,273 $3,700 
13

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




As of September 30, 2023, we had a remaining contractual obligation of $2.7 million related to a short-term lease to be paid over the following four years. The effective term of this lease is based on the cumulative days available for use throughout the contractual term, which is less than one year. The cost for this lease is included in our disclosure of short-term lease cost. This lease and other of our short-term leases are not recorded on the Company's condensed consolidated balance sheet due to our accounting policy election for short-term leases.
Future minimum lease payments as of September 30, 2023 were as follows:
As of
September 30,
Year2023
Remainder of 2023$1,260 
20244,481 
20254,359 
20264,291 
20274,216 
Thereafter10,934 
Total undiscounted future lease payments29,541 
Less: Imputed interest(3,198)
Present value of operating lease liabilities26,343 
Less: Operating lease liabilities, current(3,807)
Operating lease liabilities, noncurrent$22,536 
6. Intangible Assets, Net
The balances of intangible assets and accumulated amortization are as follows:
As of September 30, 2023
Remaining Weighted-Average Useful
Life (years)
Gross AmountAccumulated
Amortization
Net Carrying Amount
Developed technology$4,927 $(4,927)$ 
Customer relationships0.32,300 (2,190)110 
Trademarks/tradenames2.41,400 (1,207)193 
Total$8,627 $(8,324)$303 

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 
14

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




Amortization of intangible assets recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Platform operations$ $175 $58 $525 
Sales and marketing    
Technology and development    
General and administrative102 102 306 316 
Total$102 $277 $364 $841 
Estimated future amortization of intangible assets is as follows:
As of September 30,
Year2023
Remainder of 2023$103 
2024107 
202580 
202613 
2027 
Thereafter 
Total$303 
7. Accrued Liabilities
The Company’s accrued liabilities consisted of the following:
As of
September 30,
As of December 31,
20232022
Accrued traffic acquisition costs$29,332 $29,631 
Other accrued liabilities5,837 5,432 
Total accrued liabilities$35,169 $35,063 
The Company had a balance of $0.2 million as of September 30, 2023 and $0.2 million as of December 31, 2022, 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 and $0.5 million for the three and nine months ended September 30, 2023, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2022, respectively.
8. 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”) that originally provided a senior secured revolving credit facility with borrowing capacity of up to $40.0 million and a maturity date of October 31, 2024. On April 4, 2023, we entered into an amendment to the Loan Agreement (as so amended, the "Amended Loan Agreement") that increased the borrowing capacity under the revolving credit facility to $75.0 million, extended the maturity date to April 4, 2028, and changed the rates at which advances will bear interest. The Amended Loan Agreement is collateralized by security interests in substantially all of our assets.
Advances under the Amended Loan Agreement bear interest through maturity at a variable rate based upon our selection of either a Domestic Rate Loan or a Term SOFR Rate Loan (each, as defined in the Amended Loan Agreement). For Domestic Rate Loans, borrowings bear interest at the Alternate Base Rate plus an applicable margin. The Alternate Base 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 Simple SOFR plus 1.00%. For Term SOFR Rate Loans, borrowings bear interest at the Term SOFR Rate
15

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




(as defined in the Amended Loan Agreement) plus the SOFR Adjustment of 0.10% plus an applicable margin. The Company did not have an outstanding balance during the nine months ended September 30, 2023. The applicable margin is between 1.00% to 1.25% for Domestic Rate Loans and between 2.00% and 2.25% for Term SOFR Rate Loans based on the average undrawn availability under the revolving credit facility. The applicable margin as of September 30, 2023 was equal to 1.00% for Domestic Rate Loans and 2.00% for Term SOFR Rate Loans. The facility fee for undrawn amounts under the Amended Loan Agreement is 0.375% per annum. We will be required to pay customary letter of credit fees, as necessary.
The Amended 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 Amended Loan Agreement also requires that we maintain compliance with a minimum Fixed Charge Coverage Ratio (as defined in the Amended Loan Agreement) of 1.40 to 1.00 at any time undrawn availability is less than 25%. As of September 30, 2023, we were in compliance with all covenants as part of the Amended Loan Agreement.
Prior to the Amended Loan Agreement, advances under the Loan Agreement bore interest through maturity at a variable rate based upon our selection of either a Domestic Rate Loan or a LIBOR Rate Loan. For Domestic Rate Loans, borrowings bore interest at the Alternate Base Rate plus an applicable margin. The Alternate Base Rate was 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%. For LIBOR Rate Loans, borrowings bore interest at the LIBOR Rate (as defined in the Loan Agreement) plus an applicable margin. The applicable margin was 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 facility fee for undrawn amounts under the Loan Agreement was 0.375% per annum.
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 September 30, 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 September 30, 2023.
Stock-based compensation recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Platform operations$1,171 $1,233 $3,187 $3,622 
Sales and marketing2,588 2,324 7,620 6,929 
Technology and development1,529 1,430 4,363 4,024 
General and administrative3,446 2,724 9,565 7,280 
Total$8,734 $7,711 $24,735 $21,855 
16

VIANT TECHNOLOGY INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in thousands, except 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 
Granted2214.49 
Vested(432)19.25 
Canceled/forfeited(45)8.36 
RSUs outstanding as of June 30, 20234,2408.72 
Granted965.12 
Vested(346)22.29 
Canceled/forfeited(46)8.21 
RSUs outstanding as of September 30, 20233,9447.45 
As of September 30, 2023, the Company had unrecognized stock-based compensation relating to RSUs of approximately $23.0 million, which is expected to be recognized over a weighted-average period of 2.0 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 
Granted374.40 
Exercised— 
Canceled(28)5.17 
Expired(1)32.93 
Outstanding as of June 30, 20235,7635.42 9.1439 
Granted394.61 
Exercised— 
Canceled(24)5.39 
Expired(3)6.24 
Outstanding as of September 30, 20235,7755.41 8.82,839 
Vested and exercisable1,329$6.06 8.4$88 
17

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




The weighted-average grant date fair value of the nonqualified stock options granted during the three and nine months ended September 30, 2023 was $3.18 and $2.99, respectively. The Company had unrecognized stock-based compensation relating to unvested nonqualified stock options of approximately $12.8 million, which is expected to be recognized over a weighted-average period of 2.0 years, as of September 30, 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 and nine months ended September 30, 2023 and 2022.
Three and Nine Months Ended September 30,
20232022
Risk free interest rate
3.8% - 4.3%
1.4% - 2.0%
Expected volatility
75.8% - 81.5%
61.5% - 62.7%
Expected term (in years)
6.0 - 6.1
5.9 - 6.0
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.
Expected Term. Given the insufficient historical data relating to nonqualified stock option exercises, the expected term assumption is primarily 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, the Company 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 recognized an income tax expense of $0.2 million due to current federal and state taxes payable, resulting in an effective tax rate of (36.9)% and (1.4)% for the three and nine months ended September 30, 2023, respectively. The Company did not recognize an income tax expense or benefit for the three and nine months ended September 30, 2022, which resulted in an effective tax rate of 0.0%.
As of September 30, 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 its deferred tax assets including the difference in tax basis in excess of the financial reporting value for its investment in Viant Technology LLC. Consequently, the Company has established a full valuation allowance against its deferred tax assets as of September 30, 2023. In the event that management subsequently determines that it is MLTN that the Company will realize its 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 ("TRA") 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 would not be realized as of September 30, 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 September 30, 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
18

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




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 and nine months ended September 30, 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.
The following table presents the calculation of basic and diluted net loss per share for the three and nine months ended September 30, 2023 and 2022:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Numerator
Net loss$(672)$(12,426)$(13,251)$(40,081)
Less: Net loss attributable to noncontrolling interests(146)(9,300)(9,181)(30,362)
Net loss attributable to Viant Technology Inc.$(526)$(3,126)$(4,070)$(9,719)
Denominator
Weighted-average shares of Class A common stock outstanding—basic and diluted15,38814,30615,09314,078
Loss per share of Class A common stock—basic$(0.03)$(0.22)$(0.27)$(0.69)
Loss per share of Class A common stock—diluted$(0.03)$(0.22)$(0.27)$(0.69)
Anti-dilutive shares excluded from loss per share of Class A common stock—diluted:
Restricted stock units3,9444,4213,9444,421
Nonqualified stock options5,7753,9025,7753,902
Shares of Class B common stock47,08247,08247,08247,082
Total shares excluded from loss per share of Class A common stock—diluted56,80155,40556,80155,405
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.
19

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




The following table summarizes the ownership of Viant Technology LLC:
As of September 30, 2023As of December 31, 2022
OwnerUnits OwnedOwnership Percentage Units OwnedOwnership Percentage
Viant Technology Inc.15,541,09324.8 %14,643,79823.7 %
Noncontrolling interests47,082,26075.2 %47,082,26076.3 %
Total62,623,353100.0 %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 and nine months ended September 30, 2023.
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
September 30,
Nine Months Ended
September 30,
2023202220232022
Net loss attributable to Viant Technology Inc.$(526)$(3,126)$(4,070)$(9,719)
Transfers to noncontrolling interests:
Decrease in the additional-paid-in-capital of Viant Technology Inc. resulting from ownership changes in Viant Technology LLC(312)(5,384)(6,644)(15,115)
Change from net loss attributable to Viant Technology Inc. and transfers to noncontrolling interests$(838)$(8,510)$(10,714)$(24,834)
13. Commitments and Contingencies
Lease Commitments
As of September 30, 2023, we 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 September 30, 2023, we had non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage and other computing services. As of September 30, 2023, we estimate these obligations to be approximately $3.1 million for the remainder of 2023, $7.0 million in 2024, $5.7 million in 2025, and $1.3 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 September 30, 2023.
20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except 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, w