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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, 2024
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/4f4f1b2f69b36767291f66f5df67c7d7-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 April 26, 2024, there were 16,509,766 shares and 46,984,825 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 impact of information and data privacy trends and regulations on our business and competitors; the potential impacts of macroeconomic and geopolitical events on our business and 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; our environmental and sustainability commitments; 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
March 31,
20242023
Revenue$53,393 $41,720 
Operating expenses:
Platform operations29,880 23,337 
Sales and marketing12,899 12,169 
Technology and development5,232 5,894 
General and administrative11,074 11,428 
Total operating expenses59,085 52,828 
Loss from operations(5,692)(11,108)
Other expense (income), net:
Interest income, net(2,381)(1,819)
Other expense, net2 87 
Total other expense (income), net(2,379)(1,732)
Loss before income taxes(3,313)(9,376)
Benefit from income taxes(99) 
Net loss(3,214)(9,376)
Less: Net loss attributable to noncontrolling interests(2,267)(6,896)
Net loss attributable to Viant Technology Inc.$(947)$(2,480)
Earnings (loss) per share of Class A common stock:
Basic$(0.06)$(0.17)
Diluted$(0.06)$(0.17)
Weighted-average shares of Class A common stock outstanding:
Basic15,94914,748
Diluted15,94914,748
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
March 31,
As of
December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$206,057 $216,458 
Accounts receivable, net of allowances113,508 117,473 
Prepaid expenses and other current assets7,978 6,486 
Total current assets327,543 340,417 
Property, equipment, and software, net29,356 28,261 
Operating lease assets24,898 22,995 
Intangible assets, net153 201 
Goodwill12,422 12,422 
Other assets669 615 
Total assets$395,041 $404,911 
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Accounts payable$51,972 $47,342 
Accrued liabilities35,988 39,263 
Accrued compensation7,124 10,925 
Current portion of deferred revenue181 316 
Current portion of operating lease liabilities3,748 3,762 
Other current liabilities2,015 7,242 
Total current liabilities101,028 108,850 
Long-term debt  
Long-term portion of operating lease liabilities23,557 21,672 
Total liabilities124,585 130,522 
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 — 16,979,744 and 15,937,816
17 16 
Outstanding — 16,440,946 and 15,783,941
Class B common stock, $0.001 par value
Authorized shares — 150,000,000
Issued and outstanding — 46,984,825 and 47,032,260
47 47 
Additional paid-in capital116,571 112,830 
Accumulated deficit(45,589)(43,509)
Treasury stock, at cost; 538,798 and 153,875 shares held
(5,458)(1,127)
Total stockholders’ equity attributable to Viant Technology Inc.65,588 68,257 
Noncontrolling interests204,868 206,132 
Total equity270,456 274,389 
Total liabilities and stockholders’ equity$395,041 $404,911 
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, 202315,938$16 47,032$47 $112,830 $(43,509)(154)$(1,127)$206,132 $274,389 
Issuance of Class A common stock in connection with vesting of restricted stock units9871 — (1)— — — —  
Issuance of Class A common stock in connection with exercise of stock options8— — 40 — — — — 40 
Exchange of Class B common stock for Class A common stock47— (47)— — — — — — — 
Repurchase of treasury stock in connection with the taxes paid related to the vesting of equity awards— — — — (546)(5,526)— (5,526)
Reissuance of treasury stock in connection with equity-based compensation plans
— —  (1,133)161 1,195 — 62 
Allocation of equity to noncontrolling interests
— — (1,003)— — — 1,003 — 
Accrued member tax distributions
— — (180)— — — — (180)
Stock-based compensation
— — 4,885 — — — — 4,885 
Net loss
— — — (947)— — (2,267)(3,214)
Balance as of March 31, 202416,980$17 46,985$47 $116,571 $(45,589)(539)$(5,458)$204,868 $270,456 
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, 202214,784$15 47,082$47 $95,922 $(36,261)(140)$(475)$206,520 $265,768 
Cumulative impact of ASU 2016-13 adoption (CECL)— — — (209)— — — (209)
Balance as of January 1, 202314,784$15 47,082$47 $95,922 $(36,470)(140)$(475)$206,520 $265,559 
Issuance of Class A common stock in connection with vesting of restricted stock units6601 — (1)— — — —  
Repurchase of treasury stock in connection with the taxes paid related to the vesting of equity awards— — — — (379)(1,567)— (1,567)
Reissuance of treasury stock in connection with equity- based compensation plans
— — — (475)140 475 —  
Allocation of equity to noncontrolling interests
— — (2,377)— — — 2,377 — 
Accrued member tax distributions
— — (1,474)— — — — (1,474)
Stock-based compensation
— — 8,872 — — — — 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 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

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

Three Months Ended
March 31,
20242023
Cash flows from operating activities:
Net loss$(3,214)$(9,376)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:  
Depreciation and amortization4,146 3,412 
Stock-based compensation4,440 7,472 
Provision for doubtful accounts(87)22 
Loss on disposal of assets6 104 
Noncash lease expense988 968 
Changes in operating assets and liabilities:
Accounts receivable4,051 20,618 
Prepaid expenses and other assets(1,759)3,180 
Accounts payable4,337 (16,301)
Accrued liabilities(3,244)(6,504)
Accrued compensation(3,987)(3,350)
Deferred revenue(135)933 
Operating lease liabilities(1,020)(743)
Other liabilities(684)(1,000)
Net cash provided by (used in) operating activities3,838 (565)
Cash flows from investing activities:
Purchases of property and equipment(530)(291)
Capitalized software development costs(3,532)(2,382)
Net cash used in investing activities(4,062)(2,673)
Cash flows from financing activities:
Repurchase of treasury stock in connection with the taxes paid related to the vesting of equity awards(5,526)(1,567)
Payment of member tax distributions(4,723)(26)
Proceeds from the exercise of stock options101  
Payment of offering costs(29) 
Net cash used in financing activities(10,177)(1,593)
Net decrease in cash and cash equivalents(10,401)(4,831)
Cash and cash equivalents at beginning of period216,458 206,573 
Cash and cash equivalents at end of period$206,057 $201,742 
Supplemental disclosure of cash flow information:
Cash paid for interest$71 $38 
Supplemental disclosure of non-cash investing and financing activities:
Stock-based compensation included in capitalized software development costs445 1,400 
Operating lease assets obtained in exchange for operating lease liabilities2,891  
Capitalized assets financed by accounts payable and accrued liabilities1,836 953 
Accrued member tax distributions 1,450 
Deferred offering costs recorded in accounts payable and accrued liabilities243 — 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7

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 cloud-based demand side platform (“DSP”) that is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their advertising across most channels, including connected TV, linear TV, mobile, desktop, in-game, streaming audio and digital billboards.
Our headquarters are located in Irvine, California with other leased office spaces across the United States.
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 (“VIE”). 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, 2023 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, 2023.
The condensed consolidated statements of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 (“fiscal 2024”), 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, 2023.
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
8

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




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 bank failures, high interest rates, inflationary pressures, labor shortages, shortages of goods and services, supply chain constraints, pandemics, 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 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 March 31, 2024, cash equivalents included money market funds of $190.4 million.
Accounts Receivable, Net of Allowances
The following table presents changes in the allowance for doubtful accounts for the three months ended March 31, 2024:
(in thousands)
Balance as of December 31, 2023$1,197 
Provision for doubtful accounts(87)
Write-offs, net of recoveries 
Balance as of March 31, 2024$1,110 
Concentration of Risk
Financial instruments that potentially subject the Company to concentration of risk consist principally of cash and cash equivalents 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. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. Accounts receivable include amounts due from customers with principal operations primarily in the United States.
As of March 31, 2024, one individual customer accounted for 19.9% of consolidated accounts receivable. As of December 31, 2023, one individual customer accounted for 17.9% of consolidated accounts receivable.
As of March 31, 2024, two individual suppliers accounted for 15.3% and 14.5%, respectively, of consolidated accounts payable and accrued liabilities. As of December 31, 2023, three individual suppliers accounted for 16.1%, 14.4% and 11.6%, respectively, of consolidated accounts payable and accrued liabilities.
The following table provides the Company's concentrations of credit risk with respect to advertising agency holding companies and individual customers as a percentage of the Company's total revenues for the periods presented:
9

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




Three Months Ended
March 31,
20242023
Advertising Agency Holding Company
A15.1 %<10.0%
B<10.0%11.5 %
Individual Customer
C14.1 %<10.0%
D10.8 %<10.0%
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 Securities and Exchange Commission (“SEC”). The Company will remain an emerging growth company until December 31, 2026, or sooner if it no longer qualifies. 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 Issued Accounting Pronouncements
Disclosure Improvements
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 includes a number of amendments to clarify or improve disclosure and presentation requirements of a variety of topics in order to allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements and to align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the impact of these amendments.
Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires companies with a single reportable segment to provide all existing segment disclosures in Topic 280, as well as new incremental segment information required by this standard on an annual and interim basis. The guidance is effective for fiscal years beginning after December 15, 2023 on a retrospective basis, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of these amendments.
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is designed to enhance the transparency and decision usefulness of income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring consistent categories and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. The effective date for this ASU is for the fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of these amendments.
10

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




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 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. 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
March 31,
20242023
Over-time revenue$958 $386 
Point-in-time revenue52,435 41,334 
Total revenue$53,393 $41,720 
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 de minimis as of March 31, 2024 and $0.2 million as of December 31, 2023. 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,
20242023
Capitalized software development costs$89,681 $90,803 
Computer equipment1,548 1,449 
Purchased software32 32 
Furniture, fixtures and office equipment1,022 977 
Leasehold improvements3,636 2,823 
Total property, equipment, and software95,919 96,084 
Less: Accumulated depreciation(66,563)(67,823)
Total property, equipment, and software, net$29,356 $28,261 
11

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




Depreciation recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
March 31,
20242023
Platform operations$3,526 $2,712 
Sales and marketing  
Technology and development431 393 
General and administrative141 147 
Total$4,098 $3,252 
5. Leases
Lessee Arrangements
The Company has operating leases for its office space, which have remaining lease terms of up to seven years. The Company does not have finance leases.
Some of these 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 March 31, 2024, the Company's operating leases had a weighted-average remaining lease term of approximately six years and a weighted-average incremental borrowing rate of 4.0%.
Cash paid for amounts included in the operating lease liabilities was $1.3 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively.
The components of lease cost were as follows:
Three Months Ended
March 31,
20242023
Operating lease cost$1,253 $1,209 
Short-term lease cost40 260 
Variable lease cost 21 
Total lease cost$1,293 $1,490 
As of March 31, 2024, the Company had a remaining contractual obligation of $1.8 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 the 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.
12

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




Future minimum lease payments were as follows:
As of
March 31,
Year2024
Remainder of 2024$3,471 
20255,041 
20264,948 
20274,985 
20284,117 
Thereafter8,181 
Total undiscounted future lease payments30,743 
Less: Imputed interest(3,438)
Present value of operating lease liabilities27,305 
Less: Operating lease liabilities, current(3,748)
Operating lease liabilities, noncurrent$23,557 
6. Intangible Assets, Net
The balances of intangible assets and accumulated amortization are as follows:
As of March 31, 2024
Remaining Weighted-Average Useful
Life (years)
Gross AmountAccumulated
Amortization
Net Carrying Amount
Developed technology0.0$4,927 $(4,927)$ 
Customer relationships0.02,300 (2,300) 
Trademarks/tradenames1.91,400 (1,247)153 
Total$8,627 $(8,474)$153 

As of December 31, 2023
Remaining Weighted- Average Useful
Life (years)
Gross AmountAccumulated
Amortization
Net Carrying Amount
Developed technology0.0$4,927 $(4,927)$ 
Customer relationships0.12,300 (2,272)28 
Trademarks/tradenames2.21,400 (1,227)173 
Total $8,627 $(8,426)$201 
13

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
March 31,
20242023
Platform operations$ $58 
Sales and marketing  
Technology and development  
General and administrative48 102 
Total$48 $160 
Estimated future amortization of intangible assets is as follows:
As of
March 31,
Year2024
Remainder of 2024$60 
202580 
202613 
2027 
2028 
Thereafter 
Total$153 
7. Accrued Liabilities
The Company’s accrued liabilities consisted of the following:
As of
March 31,
As of
December 31,
20242023
Accrued traffic acquisition costs$29,837 $34,085 
Other accrued liabilities6,151 5,178 
Total accrued liabilities$35,988 $39,263 
The Company had a balance of $0.1 million as of March 31, 2024 and $0.3 million as of December 31, 2023, 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 $0.1 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively.
8. Revolving Credit Facility
On October 31, 2019, the Company 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, the Company 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 the Company's assets.
Advances under the Amended Loan Agreement bear interest through maturity at a variable rate based upon the 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 (as defined in the Amended Loan Agreement) plus the SOFR Adjustment of 0.10% plus an applicable margin. The applicable margin
14

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




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 March 31, 2024 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; additionally, the Company pays customary letter of credit fees, as applicable.
The Amended Loan Agreement contains customary conditions to borrowings, events of default and covenants, including covenants that restrict the Company's 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 the Company 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 March 31, 2024, the Company was in compliance with all applicable covenants under the Amended Loan Agreement.
The Company did not have an outstanding balance under the revolving credit facility as of March 31, 2024.
9. Stock-Based Compensation
The Company is authorized to grant restricted stock units ("RSUs"), incentive stock options, nonqualified stock options ("NQSOs"), stock appreciation rights, restricted stock awards, and performance stock awards under its 2021 Long Term Incentive Plan (the “LTIP”). As of March 31, 2024, the Company had only granted RSUs and NQSOs under the LTIP. Under the LTIP, 5.7 million shares of Class A common stock remained available for grant as of March 31, 2024.
Stock-based compensation recorded in the condensed consolidated statements of operations was as follows:
Three Months Ended
March 31,
20242023
Platform operations$406 $892 
Sales and marketing755 2,512 
Technology and development500 1,327 
General and administrative2,779 2,741 
Total$4,440 $7,472 
RSUs
The following summarizes RSU activity:
Number of Shares
(in thousands)
Weighted-Average
Grant Date Fair Value
RSUs outstanding as of December 31, 20233,647 $6.03 
Granted2,312 9.24 
Vested(1,138)5.88 
Canceled/forfeited(137)9.22 
RSUs outstanding as of March 31, 20244,684 $7.56 
As of March 31, 2024, the Company had unrecognized stock-based compensation relating to RSUs of approximately $33.1 million, which is expected to be recognized over a weighted-average period of 2.4 years.
15

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




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, 20235,736 $5.41 8.6$8,807 
Granted516 9.92 
Exercised(17)6.04 
Canceled(97)5.62 
Expired(3)13.70 
Outstanding as of March 31, 20246,135 $5.78 8.3$30,031 
Vested and exercisable2,790 $5.44 7.9$14,617 
The weighted-average grant date fair value of the nonqualified stock options granted during the three months ended March 31, 2024 was $6.67. The Company had unrecognized stock-based compensation relating to unvested nonqualified stock options of approximately $12.5 million, which is expected to be recognized over a weighted-average period of 1.9 years, as of March 31, 2024.
The assumptions used in the Black-Scholes model to determine the fair value of nonqualified stock options were as follows:
Three Months Ended
March 31,
20242023
Risk free interest rate
4.1%
4.3%
Expected volatility
74.4%
81.5%
Expected term (in years)
5.8
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 both the volatility of a peer group of similar companies whose share prices are publicly available as well as the historical volatility of the Company's daily stock prices. 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 based on the simplified method, which uses the midpoint of the weighted average vesting period and the contractual term. 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, newly issued 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 benefit of $0.1 million attributable to the year-to-date loss and excess tax benefits on vested stock-
16

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




based compensation that will be realized during the year resulting in an effective tax rate of 3.0% for the three months ended March 31, 2024. The Company did not recognize an income tax expense or benefit for the three months ended March 31, 2023, which resulted in an effective tax rate of 0.0%.
As of March 31, 2024, 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 March 31, 2024. 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 March 31, 2024. 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 March 31, 2024, the total unrecorded TRA liability is approximately $10.3 million. If utilization of the deferred tax assets subject to the TRA becomes MLTN in the future, the Company will record a liability related to the TRA, to the extent probable at that time, which will be recognized as an expense within its condensed consolidated statements of operations.
11. Loss Per Share
For the three months ended March 31, 2024 and 2023, basic net loss per share has been calculated by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding for the same period. Shares of Class A common stock are weighted for the portion of the period in which the shares were outstanding. Diluted net loss per share has been calculated in a manner consistent with that of basic net loss per share while considering all potentially dilutive shares of Class A common stock outstanding during the period.
The following table presents the calculation of basic and diluted net loss per share for the periods presented:
Three Months Ended
March 31,
20242023
Numerator
Net loss$(3,214)$(9,376)
Less: Net loss attributable to noncontrolling interests(2,267)(6,896)
Net loss attributable to Viant Technology Inc.$(947)$(2,480)
Denominator
Weighted-average shares of Class A common stock outstanding—basic15,94914,748
Weighted-average shares of Class A common stock outstanding—diluted15,94914,748
Loss per share of Class A common stock—basic$(0.06)$(0.17)
Loss per share of Class A common stock—diluted$(0.06)$(0.17)
Anti-dilutive shares excluded from loss per share of Class A common stock—diluted:
Restricted stock units4,6844,496
Nonqualified stock options6,1355,755
Shares of Class B common stock46,98547,082
Total shares excluded from loss per share of Class A common stock—diluted57,80457,333
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
17

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




held by the other members of Viant Technology LLC. The limited liability company agreement of Viant Technology LLC, as amended and restated (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, 2024As of December 31, 2023
OwnerUnits OwnedOwnership Percentage Units OwnedOwnership Percentage
Viant Technology Inc.16,440,94625.9 %15,783,94125.1 %
Noncontrolling interests46,984,82574.1 %47,032,26074.9 %
Total63,425,771100.0 %62,816,201100.0 %
During the three months ended March 31, 2024, noncontrolling interests exchanged 47,435 Class B shares of Viant Technology LLC for 47,435 shares of the Company’s Class A common stock, which also resulted in the cancellation of 47,435 shares of the Company’s Class B common stock that was previously held by noncontrolling interests with no additional consideration provided.
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,
20242023
Net loss attributable to Viant Technology Inc.$(947)$(2,480)
Transfers to noncontrolling interests:
Decrease in the additional-paid-in-capital of Viant Technology Inc. resulting from ownership changes in Viant Technology LLC(1,003)(2,377)
Change from net loss attributable to Viant Technology Inc. and transfers to noncontrolling interests$(1,950)$(4,857)
13. Commitments and Contingencies
Lease Commitments
As of March 31, 2024, 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 March 31, 2024, we had non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage and other computing services. As of March 31, 2024, we estimate these obligations to be approximately $4.5 million for the remainder of 2024, $5.9 million in 2025, and $1.5 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
18

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




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, 2024.
14. Subsequent Events
Stock Repurchase Program
On April 23, 2024, the Company’s board of directors approved a stock repurchase program with authorization to purchase up to $50 million in shares of the Company’s Class A common stock or Class B units of Viant Technology LLC. The Company may repurchase shares under the program, from time to time through open market purchases, block trades, in privately negotiated transactions, accelerated share repurchase transactions, or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The stock repurchase program does not obligate the Company to repurchase any particular amount of Class A common stock or Class B units, has no time limit, and may be modified, suspended, or discontinued at any time without notice, at the discretion of the board of directors. The Company expects to fund repurchases from existing cash and cash equivalents, short-term investments and/or future cash flows.
19

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, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on March 4, 2024. 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, the risks and uncertainties discussed under the heading “Special Note Regarding 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.
Overview
We are an advertising technology company. Our cloud-based demand side platform (“DSP”) 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.
Our DSP 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 connected TV, linear TV, mobile, desktop, in-game, streaming audio and digital billboards.
Our DSP 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 household ID 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, a feature we believe 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 additional service options to customers accessing our platform under an MSA or an IO, which enables them to use our services to aid them in data management, media execution and advanced reporting. When customers utilize these service options, 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, or (3) a fixed CPM.
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.
Our financial results for the three months ended March 31, 2024 and 2023, respectively, include:
Revenue of $53.4 million and $41.7 million, representing an increase of 28.0%;
Gross profit of $23.5 million and $18.4 million, representing an increase of 27.9%;
Contribution ex-TAC(1) of $34.1 million and $28.0 million, representing an increase of 21.9%;
Net loss of $3.2 million and $9.4 million, representing an improvement of 65.7%;
Non-GAAP net income (loss)(1) of $1.3 million and $(1.8) million, representing an improvement of 174.3%; and
Adjusted EBITDA(1) of $3.1 million and $(0.4) million, representing an improvement of 888.5%.
(1)Contribution ex-TAC, non-GAAP net income (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-
20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
TAC, non-GAAP net income (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.”
21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Factors Affecting Our Performance
Attract, Retain and Grow our Customer Base
Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and 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 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 and highlight the advantages of our household ID and strategic partner data as cookie-based options become increasingly limited.
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 that we charge customers. For the three months ended March 31, 2024 compared to the three months ended March 31, 2023, our revenue grew 28%. We believe growing customer adoption of our newer products and platform features continued to drive incremental revenue, gross profit and contribution ex-TAC during the quarter. For a detailed discussion of our key operating measures, 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 over the long-term 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, such as pandemics, inflation, high interest rates, tightening of credit markets, recession risks, labor shortages, supply chain disruptions, and potential disruptions from international conflicts and acts of terrorism, have impacted and may continue to impact our business and the business of our customers, while also disrupting sales channels and advertising and marketing activities. 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. The extent to which these factors impact 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.
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 and related revenue 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.
22

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Results of Operations
The following tables present our unaudited 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, 2024 and 2023:
Three Months Ended
March 31,
20242023
Consolidated Statements of Operations Data:
Revenue$53,393 $41,720 
Operating expenses(1):
Platform operations29,880 23,337 
Sales and marketing12,899 12,169 
Technology and development5,232 5,894 
General and administrative11,074 11,428 
Total operating expenses59,085 52,828 
Loss from operations(5,692)(11,108)
Total other expense (income), net(2,379)(1,732)
Loss before income taxes(3,313)(9,376)
Benefit from income taxes(99)— 
Net loss(3,214)(9,376)
Less: Net loss attributable to noncontrolling interests(2,267)(6,896)
Net loss attributable to Viant Technology Inc.$(947)$(2,480)
Three Months Ended
March 31,
20242023
(% of revenue*)
Consolidated Statements of Operations Data:
Revenue100 %100 %
Operating expenses(1):
Platform operations56 %56 %
Sales and marketing24 %29 %
Technology and development10 %14 %
General and administrative21 %27 %
Total operating expenses111 %127 %
Loss from operations(11)%(27)%
Total other expense (income), net(4)%(4)%
Loss before income taxes(6)%(22)%
Benefit from income taxes— %— %
Net loss(6)%(22)%
Less: Net loss attributable to noncontrolling interests(4)%(17)%
Net loss attributable to Viant Technology Inc.(2)%(6)%
*Percentages may not sum due to rounding
23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
(1)Stock-based compensation, depreciation and amortization included in operating expenses are as follows:
Three Months Ended
March 31,
20242023
Stock-based compensation:
Platform operations$406 $892 
Sales and marketing755 2,512 
Technology and development500 1,327 
General and administrative2,779 2,741 
Total stock-based compensation$4,440 $7,472 
Three Months Ended
March 31,
20242023
Depreciation:
Platform operations$3,526 $2,712 
Sales and marketing— — 
Technology and development431 393 
General and administrative141 147 
Total depreciation$4,098 $3,252 
Three Months Ended
March 31,
20242023
Amortization:
Platform operations$— $58 
Sales and marketing— — 
Technology and development— — 
General and administrative48 102 
Total amortization$48 $160 
Comparison of the Three Months Ended March 31, 2024 and 2023
Revenue
Three Months Ended
March 31,
Change
20242023$%
Revenue$53,393 $41,720 $11,673 28 %
Revenue increased by $11.7 million, or 28%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase was primarily due to a 79% increase in revenue from marketers in the public services, retail, financial services, and travel industry verticals, partially offset by a 7% decrease in all other industry verticals.
24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Operating Expenses
Platform Operations
Three Months Ended
March 31,
Change
20242023$%
Traffic acquisition costs$19,272 $13,729 $5,543 40 %
Other platform operations10,608 9,608 1,000 10 %
Total platform operations$29,880 $23,337 $6,543 28 %
Percentage of revenue56 %56 %
Platform operations expense increased by $6.5 million, or 28%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This increase was driven by a $5.5 million increase in traffic acquisition costs (“TAC”), a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also driven by an increase in other platform operations expense due to a $0.7 million increase in depreciation and amortization, net, related to our continued investment in developed technology, a $0.6 million increase in cloud and data center services in support of our DSP and a $0.2 million increase in personnel costs, partially offset by a $0.5 million decrease in stock-based compensation.
Sales and Marketing
Three Months Ended
March 31,
Change
20242023$%
Sales and marketing$12,899 $12,169 $730 %
Percentage of revenue24 %29 %
Sales and marketing expense increased by $0.7 million, or 6%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This increase was due to a $1.3 million increase in advertising expense, a $0.8 million increase in personnel costs and a $0.5 million increase in travel and entertainment expense, partially offset by a $1.8 million decrease in stock-based compensation and a $0.1 million decrease in facilities expense.
Technology and Development
Three Months Ended
March 31,
Change
20242023$%
Technology and development$5,232 $5,894 $(662)(11)%
Percentage of revenue10 %14 %
Technology and development expense decreased by $0.7 million, or 11%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This decrease was due to a $0.8 million decrease in stock-based compensation, partially offset by a $0.1 million increase in software license and subscription costs.
General and Administrative
Three Months Ended
March 31,
Change
20242023$%
General and administrative$11,074 $11,428 $(354)(3)%
Percentage of revenue21 %27 %
General and administrative expense decreased by $0.4 million, or 3%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This decrease was due to a $0.4 million decrease in business insurance and tax, accounting, legal, and consulting expenses associated with general corporate and compliance matters, a $0.2 million decrease in recruiting services and a $0.2 million decrease in travel and entertainment expense, partially offset by a $0.4 million increase in personnel costs.
25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Total Other Expense (Income), Net
Three Months Ended
March 31,
Change
20242023$%
Total other expense (income), net$(2,379)$(1,732)$(647)37 %
Percentage of revenue(4)%(4)%
Total other income, net increased by $0.6 million, or 37%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This increase was primarily attributable to higher interest income on cash and cash equivalents driven by higher interest rates.
For the three months ended March 31, 2024 and 2023, total interest cost incurred was $0.1 million. Interest costs capitalized during the three months ended March 31, 2024 and 2023 were de minimis.
Provision For (Benefit From) Income Taxes
Three Months Ended
March 31,
Change
20242023$%
(NM = Not Meaningful)
Provision for (benefit from) income taxes$(99)$— $(99)NM
Percentage of revenue— %— %
The U.S. federal statutory tax rate was 21% for the three months ended March 31, 2024 and 2023. The benefit from income taxes was $0.1 million during the three months ended March 31, 2024 attributable to the year-to-date loss and excess tax benefits on vested stock-based compensation that will be realized during the year.
Key Operating and Financial Performance Measures
Use of Non-GAAP Financial Measures
We monitor certain non-GAAP financial measures to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies. We believe these measures enhance an understanding of our overall performance and investors’ ability to review our business from the same perspective as management and facilitate comparisons of this period’s results with prior periods on a consistent basis by excluding items that management does not believe are indicative of our ongoing operating performance. These non-GAAP financial measures include contribution ex-TAC, non-GAAP operating expenses, adjusted EBITDA, adjusted EBITDA as a percentage of contribution ex-TAC, non-GAAP net income (loss), and non-GAAP earnings (loss) per share of Class A common stock—basic and diluted, each of which are discussed immediately following the table below. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented below. There are limitations in using non-GAAP financial measures which are not prepared in accordance with GAAP, as they may be different from non-GAAP financial measures used by other companies and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Three Months Ended
March 31,
20242023Change (%)
(NM = Not Meaningful)
Operating and Financial Performance Measures
Gross profit$23,513 $18,383 28 %
Contribution ex-TAC$34,121 $27,991 22 %
Total operating expenses$59,085 $52,828 12 %
Non-GAAP operating expenses$31,046 $28,381 %
Net loss$(3,214)$(9,376)66 %
Adjusted EBITDA$3,075 $(390)888 %
Net loss as a percentage of gross profit(14)%(51)%NM
Adjusted EBITDA as a percentage of contribution ex-TAC%(1)%NM
Non-GAAP net income (loss)$1,348 $(1,814)174 %
Earnings (loss) per share—basic$(0.06)$(0.17)65 %
Earnings (loss) per share—diluted$(0.06)$(0.17)65 %
Non-GAAP earnings (loss) per share—basic$0.02 $(0.03)167 %
Non-GAAP earnings (loss) per share—diluted$0.02 $(0.03)167 %
Contribution ex-TAC
Contribution ex-TAC is a non-GAAP financial measure. Gross profit is the most comparable GAAP financial measure, which is calculated as revenue less platform operations expense. In calculating contribution ex-TAC, we add back other platform operations expense to gross profit. Contribution ex-TAC is a key profitability measure used by our management and board of directors to understand and evaluate our operating performance and trends, develop short- and long-term operational plans and make strategic decisions regarding the allocation of capital. In particular, we believe that contribution ex-TAC can provide a measure of period-to-period comparisons for all pricing options within our business. Accordingly, we believe that this measure provides information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors.
Our use of contribution ex-TAC has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define contribution ex-TAC differently, which may make comparisons difficult. Because of this and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.
The following table presents the calculation of gross profit and reconciliation of gross profit to contribution ex-TAC for the periods presented:
Three Months Ended
March 31,
20242023
Revenue$53,393 $41,720 
Less: Platform operations(29,880)(23,337)
Gross profit23,513 18,383 
Add: Other platform operations10,608 9,608 
Contribution ex-TAC$34,121 $27,991 
Non-GAAP Operating Expenses
Non-GAAP operating expenses is a non-GAAP financial measure. Total operating expenses is the most comparable GAAP financial measure. Non-GAAP operating expenses is defined by us as total operating expenses plus other expense (income), net, less TAC, stock-based compensation, depreciation, amortization and certain other items that are not related to our core operations, such as
27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
restructuring and other charges and transaction expenses. Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our business outlook to the investment community. Additionally, non-GAAP operating expenses is used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. We believe that the elimination of TAC, stock-based compensation, depreciation, amortization and certain other items not related to our core operations provides another measure for period-to-period comparisons of our business, provides additional insight into our core controllable costs, and is a useful metric for investors because it allows them to evaluate our operational performance in the same manner as our management and board of directors.
Our use of non-GAAP operating expenses has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define non-GAAP operating expenses differently, which may make comparisons difficult. Because of this and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.
The following table presents a reconciliation of total operating expenses to non-GAAP operating expenses for the periods presented:
Three Months Ended
March 31,
20242023
Operating expenses:
Platform operations$29,880 $23,337 
Sales and marketing12,899 12,169 
Technology and development5,232 5,894 
General and administrative11,074 11,428 
Total operating expenses59,085 52,828 
Add:
Other expense, net87 
Less:
Traffic acquisition costs(19,272)(13,729)
Stock-based compensation(4,440)(7,472)
Depreciation and amortization(4,146)(3,412)
Restructuring and other(1)
(183)79 
Non-GAAP operating expenses$31,046 $28,381 
(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended March 31, 2024, and adjustments to severance charges initially recognized during 2022 for the three months ended March 31, 2023.
Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC
Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expenses and the extinguishment of debt. Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented.
Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC are used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the amounts eliminated in calculating adjusted EBITDA can provide a measure for period-to-period comparisons of our business. Adjusted EBITDA as a percentage of contribution ex-TAC, a non-GAAP financial measure, is used by our management and board of directors to evaluate adjusted EBITDA relative to our profitability after costs that are directly variable to revenues, which comprise TAC. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC provide information to investors and the market
28

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
in understanding and evaluating our operating results in the same manner as our management and board of directors. Net income (loss) as a percentage of gross profit is the most comparable GAAP financial measure.
Our use of adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these potential limitations include:
other companies, including companies in our industry that have similar business arrangements, may report adjusted EBITDA or adjusted EBITDA as a percentage of contribution ex-TAC, or similarly titled measures, but calculate them differently, which reduces their usefulness as comparative measures;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs or the potentially dilutive impact of stock-based compensation.
Because of these and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, net loss and cash flows.
The following table presents a reconciliation of net loss to adjusted EBITDA for the periods presented:
Three Months Ended
March 31,
20242023
Net loss$(3,214)$(9,376)
Add back (less):
Interest income, net(2,381)(1,819)
Benefit from income taxes(99)— 
Depreciation and amortization4,146 3,412 
Stock-based compensation4,440 7,472 
Restructuring and other(1)
183 (79)
Adjusted EBITDA$3,075 $(390)
(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended March 31, 2024, and adjustments to severance charges initially recognized during 2022 for the three months ended March 31, 2023.
The following table presents the calculation of net loss as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented:
Three Months Ended
March 31,
20242023
Gross profit$23,513 $18,383 
Net loss$(3,214)$(9,376)
Net loss as a percentage of gross profit(14)%(51)%
Contribution ex-TAC(1)
$34,121 $27,991 
Adjusted EBITDA$3,075 $(390)
Adjusted EBITDA as a percentage of contribution ex-TAC%(1)%
(1)For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “—Contribution ex-TAC.”
29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Non-GAAP net income (loss)
Non-GAAP net income (loss) is a non-GAAP financial measure defined by us as net income (loss) adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expenses and the extinguishment of debt, as well as the income tax effect of these adjustments. Net income (loss) is the most comparable GAAP financial measure. Non-GAAP net income (loss) is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs. Accordingly, we believe that non-GAAP net income (loss) provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Our use of non-GAAP net income (loss) has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define non-GAAP net income (loss) differently, which may make comparisons difficult. Because of this and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.
The following table presents a reconciliation of net loss to non-GAAP net income (loss) for the periods presented:
Three Months Ended
March 31,
20242023
Net loss$(3,214)$(9,376)
Add back (less):
Stock-based compensation4,440 7,472 
Restructuring and other(1)
183 (79)
Income tax benefit (expense) related to Viant Technology Inc.’s share of non-GAAP pre-tax income (loss)(2)
(61)169 
Non-GAAP net income (loss)$1,348 $(1,814)
(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended March 31, 2024, and adjustments to severance charges initially recognized during 2022 for the three months ended March 31, 2023.
(2)The estimated income tax effect of our share of non-GAAP pre-tax income (loss) for the three months ended March 31, 2024 and 2023 is calculated using assumed blended tax rates of 27% and 28%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.
Non-GAAP earnings (loss) per share of Class A common stockbasic and diluted
Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is a non-GAAP financial measure defined by us as earnings (loss) per share of Class A common stock—basic and diluted, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expenses and the extinguishment of debt, as well as the income tax effect of such adjustments. Earnings (loss) per share of Class A common stock—basic and diluted is the most comparable GAAP financial measure. Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Accordingly, we believe that non-GAAP earnings (loss) per share of Class A common stock—basic and diluted provides information to investors and the market generally that aids in the understanding and evaluation of our results of operations in the same manner as our management and board of directors.
Our use of non-GAAP earnings (loss) per share of Class A common stock—basic and diluted has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may report non-GAAP earnings (loss) per share of Class A common stock—basic and diluted or similarly titled measures, but calculate them differently, which reduces their usefulness as comparative measures. Because of this and other
30

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including earnings (loss) per share of Class A common stock—basic and diluted.
Basic non-GAAP earnings (loss) per share of Class A common stock is calculated by dividing the non-GAAP net income (loss) attributable to Class A common stockholders by the number of weighted-average shares of Class A common stock outstanding. Shares of our Class B common stock do not share in our earnings or losses and are therefore not participating securities. As such, separate presentation of basic and diluted non-GAAP earnings (loss) of Class B common stock under the two-class method has not been presented.
Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of common shares such as equity awards using the treasury-stock method and Class B common stock using the if-converted method. Diluted non-GAAP earnings (loss) per share of Class A common stock considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Shares of our Class B common stock, RSUs and nonqualified stock options are considered potentially dilutive shares of Class A common stock. For the three months ended March 31, 2024, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted and treasury stock method. For the three months ended March 31, 2023, Class B common stock, RSUs and nonqualified stock options have been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under both the if-converted and treasury stock method.
31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
The following tables present the reconciliation of earnings (loss) per share of Class A common stock—basic and diluted to non-GAAP earnings (loss) per share of Class A common stock—basic and diluted for the periods presented:
Three Months Ended
March 31, 2024
Three Months Ended
March 31, 2023
Earnings
(Loss) per
Share
AdjustmentsNon-GAAP
Earnings (Loss)
per Share
Earnings
(Loss) per
Share
AdjustmentsNon-GAAP
Earnings (Loss)
per Share
Numerator
Net income (loss)$(3,214)$— $(3,214)$(9,376)$— $(9,376)
Adjustments:
Add back: Stock-based compensation— 4,440 4,440 — 7,472 7,472 
Add back: Restructuring and other(1)
— 183 183 — (79)(79)
Income tax benefit (expense) related to Viant Technology Inc.'s share of non-GAAP pre-tax income (loss)(2)
— (61)(61)— 169 169 
Non-GAAP net income (loss)(3,214)4,562 1,348 (9,376)7,562 (1,814)
Less: Net income (loss) attributable to noncontrolling interests(3)
(2,267)3,348 1,081 (6,896)5,517 (1,379)
Net income (loss) attributable to Viant Technology Inc.—basic(947)1,214 267 (2,480)2,045 (435)
Add back: Reallocation of net income (loss) attributable to noncontrolling interest from the assumed exchange of dilutive securities for Class A common stock— 42 42 — — — 
Income tax benefit (expense) from the assumed exchange of dilutive securities for Class A common stock— (12)(12)— — — 
Net income (loss) attributable to Viant Technology Inc.—diluted$(947)$1,244 $297 $(2,480)