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What changed in Viant Technology Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Viant Technology Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+545 added−497 removedSource: 10-K (2024-03-04) vs 10-K (2023-03-02)

Top changes in Viant Technology Inc.'s 2023 10-K

545 paragraphs added · 497 removed · 402 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

85 edited+27 added−22 removed58 unchanged
Biggest changeFor a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.” 11 Many of the advertising agencies that we work with are owned by holding companies, where decision-making is generally highly decentralized such that purchasing decisions are made, and relationships with advertisers are located, at the agency, local branch or division level.
Biggest changeMany of the advertising agencies that we work with are owned by holding companies, where decision-making is generally highly decentralized such that purchasing decisions are made, and relationships with advertisers are located, at the agency, local branch or division level. Our customer count includes only those parties with which we have a billing relationship.
The resulting holistic view of ad performance enables customers to close the loop on measurement and better link spend to sales. • Conversion Lift. Our conversion lift reporting helps advertisers understand the impact of media in driving conversions.
The resulting holistic view of ad performance enables customers to close the loop on measurement and better link ad spend to sales. • Conversion Lift. Our conversion lift reporting helps advertisers understand the impact of media in driving conversions.
We believe that we compete primarily based on the performance of campaigns running on our platform, capabilities of our platform, our identity resolution capabilities, our omnichannel capabilities and our advance reporting capabilities.
We believe that we compete primarily based on the performance of campaigns running on our platform, the capabilities of our platform, our identity resolution capabilities, our omnichannel capabilities and our advance reporting capabilities.
This patented technology unlocks many benefits such as: • built-in cross-device conversion tracking, allowing marketers to target all eligible devices in a household to drive conversions; • universal frequency management at scale, eliminating the need to control frequency in silos based on channel and/or device limitations; and • tracking uniformity and identity persistence across all browsers and tracking environments with otherwise fragmented identifiers. • Onboarding.
This patented technology unlocks many benefits such as: • built-in cross-device conversion tracking, allowing marketers to target all eligible devices in a household to drive conversions; 10 • universal frequency management at scale, eliminating the need to control frequency in silos based on channel and/or device limitations; and • tracking uniformity and identity persistence across all browsers and tracking environments with otherwise fragmented identifiers. • Onboarding.
Item 1. Business. Our Company We are an advertising technology company. Our cloud-based demand side platform ("DSP"), Adelphic, enables the programmatic purchase of advertising, which is the electronification of the digital advertising buying process. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency, and involve higher costs to buyers.
Item 1. Business. Our Company 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.
We have been at the forefront of digital advertising technology since our inception and have demonstrated our ability to grow, thrive, and innovate as competitors have come and gone. In 2011, we acquired the social network website Myspace.com. In 2011, Tim and Chris Vanderhook 14 started Xumo, a connected TV streaming service, which was acquired by Comcast Corp. in 2020.
We have been at the forefront of digital advertising technology since our inception and have demonstrated our ability to grow, thrive, and innovate as competitors have come and gone. In 2011, we acquired the social network website Myspace.com. In 2011, Tim and Chris Vanderhook started Xumo, a connected TV streaming service, which was acquired by Comcast Corp. in 2020.
Our self-service campaign analysis and data intelligence tool empowers customers with differentiated insights, including conversion lift, multi-touch attribution, foot-traffic data reports, digital-out-of-home lift, sales reporting and ROAS analytics. Leveraging our people-based framework and machine learning algorithms, our platform provides marketers real-time 7 actionable insights throughout an advertising campaign.
Our self-service campaign analysis and data intelligence tool empowers customers with differentiated insights, including conversion lift, multi-touch attribution, foot-traffic data reports, digital-out-of-home lift, sales reporting and ROAS analytics. Leveraging our people-based framework and machine learning algorithms, our platform provides marketers real-time actionable insights throughout an advertising campaign.
As new offerings are developed, we continue to file and obtain patents on the most valuable and innovative products developed at our Company. • Machine Learning Capabilities: We enable the use of machine learning, workflow automation, automated reporting and other functionalities that allow our customers to update and make thousands of changes automatically to help achieve their desired business outcomes.
As new offerings are developed, we continue to file and obtain patents on the most valuable and innovative products developed at our Company. • Machine Learning and AI Capabilities: We enable the use of machine learning, workflow automation, automated reporting and other functionalities that allow our customers to update and make thousands of changes automatically to help achieve their desired business outcomes.
We believe that we are differentiated from our competitors in the following areas: • we are an independent technology company focused on serving advertising agencies and marketers on the buy-side of our industry; • our platform is self-service and easy to use; • we offer our DSP in an integrated manner with our people-based capabilities, so customers do not need to use separate providers for onboarding client information and ad and data purchasing services; • our platform provides comprehensive access to a wide range of inventory types across a broad range of channels; • our platform provides comprehensive access to a wide range of data partners across a broad range of industry verticals and channels to enable precise audience targeting and measurement; • our identity resolution capabilities help marketers plan, buy and measure their campaigns more effectively; • we provide extensive customer service and satisfaction; and • we provide flexible pricing options to support our customer’s needs.
We believe that we are differentiated from our competitors in the following areas: • we are an independent technology company focused on serving advertising agencies and marketers on the buy-side of our industry; • our platform is self-service and easy to use; • we offer our DSP in an integrated manner with our people-based capabilities, so customers do not need to use separate providers for onboarding client information and ad and data purchasing services; • our platform provides comprehensive access to a wide range of inventory types across a broad range of channels; • our platform provides comprehensive access to a wide range of data partners across a broad range of industry verticals and channels to enable precise audience targeting and measurement; • our identity resolution capabilities help marketers plan, buy and measure their campaigns more effectively; • we provide extensive customer service and satisfaction; and • we provide flexible pricing options to support our customers' needs.
By providing solutions for the planning, buying and measuring of their media spend across all channels, we believe we are well positioned to capture the increase in programmatic budgets from new and existing customers. • Continue to strengthen our omnichannel partnerships: We believe we have one of, if not the largest breadth of advertising inventory across channels in our industry landscape.
By providing solutions for the planning, buying and measuring of their media spend across channels, we believe we are well positioned to capture the increase in programmatic budgets from new and existing customers. • Continue to strengthen our omnichannel partnerships: We believe we have one of, if not the largest breadth of advertising inventory across channels in our industry landscape.
We offer the ability to continuously measure and optimize campaigns by leveraging powerful KPIs directly within platform reports. Marketers have the ability to optimize campaigns in-flight, even if they have already started. This granular decision-making ability provides customers more accurate and real-time understanding over the performance of their live campaigns.
We offer the ability to continuously measure and optimize campaigns by leveraging powerful KPIs directly within platform reports. Marketers have the ability to optimize campaigns in-flight, even if they have already started. This granular decision-making ability provides customers more accurate and real-time understanding of the performance of their live campaigns.
We are a trusted partner to our customers and have had a customer satisfaction rating of 90% or greater for the last four years based on Viant’s Annual Adelphic Customer Satisfaction Survey. Many of our customers use us as their primary DSP. Our platform is built on people-based data.
We are a trusted partner to our customers and have had a customer satisfaction rating of 90% or greater for the last four years based on Viant’s Annual Customer Satisfaction Survey. Many of our customers use us as their primary DSP. Our platform is built on people-based data.
These insights create better visibility into the true ROAS of TV ad campaigns. 10 • Multi-Touch Attribution . Our multi-touch attribution provides customers the ability to receive insights into where target audiences are interacting with brands, the impact of touchpoints across channels and devices and the order of steps along the conversion journey.
These insights create better visibility into the true ROAS of TV ad campaigns. • Multi-Touch Attribution . Our multi-touch attribution provides customers the ability to receive insights into where target audiences are interacting with brands, the impact of touchpoints across channels and devices and the order of steps along the conversion journey.
In addition, to support our partners in reducing their GHG emissions and meeting their goals of carbon neutrality, we launched a customer carbon reduction program on February 7, 2023 called Adtricity. Adtricity aims to deliver RECs to our customers based on their media spend with us.
To support our partners in reducing their GHG emissions and meeting their goals of carbon neutrality, we launched a customer carbon reduction program on February 7, 2023 called Adtricity. Adtricity aims to deliver RECs to our customers based on their media spend with us.
Of our issued patents, 22 relate to our platform and our people-based framework, and 15 relate to Myspace.com. Corporate Information We were founded in 1999 by Tim, Chris and Russ Vanderhook who continue to lead our company today.
Of our issued patents, 22 relate to our platform and our people-based framework, and 15 relate to Myspace.com. 14 Corporate Information We were founded in 1999 by Tim, Chris and Russ Vanderhook who continue to lead our company today.
Our proprietary identity graph has linked approximately 115 million U.S. households to approximately 1 billion connected devices. This process provides access to an estimated 280,000 audience attributes using our proprietary people-based, household profile, the VHHID, allowing marketers to reach real consumers, not proxies, whether they are at home or away.
Our proprietary identity graph has linked approximately 115 million U.S. households to approximately 1 billion connected devices. This process provides access to an estimated 280,000 audience attributes using our proprietary people-based, household profile, the HHID, allowing marketers to reach real consumers, not proxies, whether they are at home or away.
We will continue to invest in the integration of new supply partners across all channels, further broadening and deepening our supply of advertising inventory. • Expand our sales and marketing investment: We intend to continue to expand sales and marketing efforts to increase awareness and consideration of our platform and promote the advantages of our people-based framework as cookie-based options continue to decline. • Extend our leadership position in people-based advertising: We believe there is significant value in continuing to invest in enhancing our identity resolution capabilities through additional people-based data integrations. • Invest in growth through acquisitions: We also intend to invest in acquisitions that will allow us to offer new products and capitalize on our large and growing market opportunity.
We will continue to invest in the integration of new supply partners across all channels, further broadening and deepening our supply of advertising inventory. • Expand our sales and marketing investments: We intend to continue to expand sales and marketing efforts to increase awareness and consideration of our platform and promote the advantages of our people-based framework as cookie-based options continue to decline. • Extend our leadership position in people-based advertising: We believe there is significant value in continuing to invest in enhancing our identity resolution capabilities through additional people-based data integrations. • Invest in growth through acquisitions: We intend to invest in acquisitions that will allow us to offer new products and capitalize on our large and growing market opportunity.
Adelphic is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our people-based and strategic partner data to reach target audiences at scale.
Our 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 people-based and strategic partner data to reach target audiences at scale.
Our principal executive offices are located at 2722 Michelson Drive, Suite 100, Irvine, CA 92612 and our telephone number is (949) 861-8888. Our website address is www.viantinc.com. Our design logo, “Viant,” and our other registered and common law trade names, trademarks and service marks are the property of Viant Technology Inc.
Our principal executive offices are located at 2722 Michelson Drive, Suite 100, Irvine, CA 92612 and our telephone number is (949) 861-8888. Our website address is www.viantinc.com. Our design logo, “Viant,” and our other registered and common law trade names, trademarks and service marks are the property of Viant Technology LLC.
Our platform allows customers to plan future marketing campaigns based on desired targeting tactics by utilizing historical bid request data to project performance onto available inventory. Customers can easily apply multiple data segmentation filters and see what ad inventory is available and at what price. • Ease of Use.
Our platform allows customers to plan future marketing campaigns based on desired targeting tactics by utilizing historical bid request data and machine learning to project performance onto available inventory. Customers can easily apply multiple data segmentation filters and see what ad inventory is available and at what price. • Ease of Use.
Our holistic, omnichannel DSP enables brands and agencies to seamlessly target and measure key audiences across leading supply from premium publishers within connected TV ("CTV"), digital out-of-home, mobile, audio, in-game, desktop and more without having to constantly switch between platforms. • Comprehensive Forecasting.
Our holistic, omnichannel DSP enables brands and agencies to seamlessly target and measure key audiences across leading supply from premium publishers within CTV, digital out-of-home, mobile, audio, in-game, desktop and more without having to constantly switch between platforms. • Comprehensive Forecasting.
Through our simple interface, marketers can upload and leverage their first-party data using the VHHID. This enables marketers to onboard their first-party data and instantly gain a view into their customers’ top attributes, create targeting segments and easily activate and measure these customer segments across cookieless environments. • Lookalike Modeling.
Through our simple interface, marketers can upload and leverage their first-party data using the HHID. This enables marketers to onboard their first-party data and instantly gain a view into their customers’ top attributes, create targeting segments and easily activate and measure these customer segments across cookieless environments. • Lookalike Modeling.
Integrated with our people-based capabilities, we provide our customers with a full suite of forecasting, reporting and automation functionality to make informed decisions around their advertising investments. We provide superior customer service to ensure our customers have the level of support required for their unique business needs.
Integrated with our people-based capabilities, we provide our customers with a full suite of forecasting, reporting and automation functionality to make informed decisions around their advertising investments. We provide exceptional customer service to ensure our customers have the level of support required for their unique business needs.
Our Solution We make it easy to buy an ad across a wide range of advertising channels and formats, and help brands measure the impact of their ad spend by providing electronic buying and measurement of all advertising. Our platform enables marketers and their advertising agencies to plan, buy and measure campaigns across channels.
Our Solutions We make it easy to buy an ad across a wide range of advertising channels and formats, and help brands measure the impact of their ad spend by providing electronic buying and measurement of all advertising. Our platform enables marketers and their advertising agencies to plan, buy and measure campaigns across channels.
The VHHID provides known insights for optimized bid decisions and touchpoint collection across consumer pathways for holistic targeting and measurement across channels. Advanced Reporting and Measurement: We invest heavily in our measurement capabilities, as we believe advertising should be driving a positive return.
The HHID provides known insights for optimized bid decisions and touchpoint collection across consumer pathways for holistic targeting and measurement across channels. Advanced Reporting and Measurement: We invest heavily in our measurement capabilities, as we believe advertising should be driving a positive return.
We have an experienced sales team focused on selling access to our platform in our target markets, building and nurturing relationships with global brands and agencies. We use a consultative sales approach focused on educating existing and potential customers on our platform capabilities, and training clients to use our platform.
We have an experienced sales team focused on selling access to our platform in our target markets, as well as building and nurturing relationships with global brands and agencies. We use a consultative sales approach focused on educating existing and potential customers on our platform capabilities, and training clients to use our platform.
Whether online or in-store, we can attribute conversions to media investments. The VHHID not only captures the ad exposure as the impression is delivered, but can also connect that ad exposure to an outcome which significantly differentiates our DSP technology.
Whether online or in-store, we can attribute conversions to media investments. The HHID not only captures the ad exposure as the impression is delivered, but can also connect that ad exposure to an outcome which significantly differentiates our DSP technology.
Viant Household ID™ (“VHHID”): Our proprietary people-based innovation that combines digital and personal identifiers into a normalized household profile that provides known customer data insights and optimized bid decisions for target audiences, accurate reach and frequency management across omnichannel supply including cookieless channels like CTV, Safari and mobile app and holistic measurement of conversions across all devices and context.
Household ID™ (“HHID”): Our proprietary people-based innovation that combines digital and personal identifiers into a normalized household profile that provides known customer data insights and optimized bid decisions for target audiences, accurate reach and frequency management across omnichannel supply including cookieless channels like CTV, Safari and mobile app and holistic measurement of conversions across all devices and context.
See " Risk Factors—Risks Related to Data Privacy" for additional information about the laws, obligations and limitation to which we are subject and about the risks to our business associated with such laws, obligations and limitations. Competition Our industry is highly competitive and fragmented.
See " Risk Factors—Risks Related to Data Privacy and Artificial Intelligence" for additional information about the laws, obligations and limitation to which we are subject and about the risks to our business associated with such laws, obligations and limitations. Competition Our industry is highly competitive and fragmented.
This market change has created an increase in demand by marketers actively looking for platforms like ours that offer an alternative to cookie-based tracking, which we believe is strengthening our strategic position. Programmatic advertising has proven its value to marketers and an increasing number of organizations are devoting more of their digital ad spend to it.
This market change has created an increase in demand from marketers actively looking for platforms like ours that offer an alternative to cookie-based tracking, which we believe is strengthening our strategic position. 5 Programmatic advertising has proven its value to marketers and an increasing number of organizations are devoting more of their digital ad spend to it.
Marketers can easily sync customer data, build custom audiences, extend target audiences and understand audience insights seamlessly within our platform. • Cookieless Solution. The VHHID provides marketers the scalability, addressability, measurability and privacy compliance for success today.
Marketers can easily sync customer data, build custom audiences, extend target audiences and understand audience insights seamlessly within our platform. • Cookieless Solution. The HHID provides marketers the scalability, addressability, measurability and privacy compliance for success today.
For example, if a trader wants to change the bid price for all 1,000 of their ad orders, they could simply download, complete and upload a form, rather than wasting time by editing each ad order one by one. • Application Integration Interfaces (“API”) Capabilities : Adelphic provides ease of integration using APIs and tools.
For example, if a trader wants to change the bid price for all 1,000 of their ad orders, they could simply download, complete and upload a form, rather than wasting time by editing each ad order one by one. • Application Integration Interfaces (“API”) Capabilities : Our DSP provides ease of integration using APIs and tools.
See “ Risk Factors—Risks Related to Our Business and Operations—We receive a significant amount of revenue from a select number of advertising agency holding companies, owning various advertising agencies, and the loss of advertising agencies as customers could harm our business, operating results and financial condition. ” for additional discussion of our customer relationships with advertising agencies.
See “ Risk Factors—Risks Related to Our Business and Operations—We receive a significant amount of revenue from a select number of advertising agency holding companies, which own various advertising agencies, and the loss of advertising agencies as customers could harm our business, operating results and financial condition ” for additional discussion of our customer relationships with advertising agencies.
This includes access to approximately 300 million unique desktop and mobile users, approximately 115 million connected TV households, approximately 112 million linear TV households, over 200 million unique digital audio users, and approximately 158,000 unique digital billboards in the United States.
This includes access to approximately 300 million unique desktop and mobile users, approximately 115 million CTV households, approximately 112 million linear TV households, over 200 million unique digital audio users, and approximately 158,000 unique digital billboards in the United States.
Customers onboard their own first-party data onto our platform, without the need of a separate data management platform. Sales and Marketing We sell our platform through a direct sales team focused on business development across all markets, including sales to new customers and revenue growth within existing customers.
Customers can onboard their own first-party data onto our platform, without the need for a separate data management platform. Sales and Marketing We sell our platform through a direct sales team focused on business development across all markets, including sales to new customers and revenue growth within existing customers.
We expect technology and development expense and capitalized software development costs to increase as we continue to invest in the development of our platform to support additional features and functions, such as enhancement of our user interface and automation functions, and to increase the number of advertising and data inventory integrations in various channels.
We expect technology and development expense and capitalized software development costs to increase as we continue to invest in the development of our platform to support additional features and functions, such as enhancements to our AI and automation features and user interface, and to increase the number of advertising and data inventory integrations in various channels.
Our product and engineering team is responsible for the design, development and testing of our platform. We are committed to continuous innovation and rapid introduction of new technologies, features and functionality that bring value to our customers.
Our product and engineering teams are responsible for the design, development and testing of our platform. We are committed to continuous innovation and rapid introduction of new technologies, features and functionality that bring value to our customers.
Our issued patents are scheduled to expire between 2025 and 2038. We continually review our development efforts to assess the existence and patentability of new intellectual property. In addition to the intellectual property relating to the operation of Viant, Adelphic, and our people-based framework, we own intellectual property related to our owned site, Myspace.com.
Our issued patents are scheduled to expire between 2025 and 2041. We continually review our development efforts to assess the existence and patentability of new intellectual property. In addition to the intellectual property relating to the operation of Viant, our DSP, and our people-based framework, we own intellectual property related to our owned site, Myspace.com.
Our integrations enable the purchase of advertising media across desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards. Our technology leverages artificial intelligence (“AI”) and machine learning to identify the best supply partners, formats and impressions based on our customers’ goals.
Our integrations enable the purchase of advertising media across desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards. Our technology leverages AI and machine learning to identify the best supply partners, formats and impressions based on our customers’ goals.
Using our identity resolution capabilities and identity graph, marketers and their advertising agencies can identify targeted consumers using real-world identifiers rather than relying primarily on cookies to track users. We believe the industry is shifting to a people-based framework to replace cookies in delivering personalized advertising, particularly for identification.
Using our identity resolution capabilities led by our patented Household ID and identity graph, marketers and their advertising agencies can identify targeted consumers using real-world identifiers rather than relying primarily on cookies to track users. We believe the industry is shifting to a people-based framework to replace cookies in delivering personalized advertising, particularly for identification.
With these, traders can maintain customer identities with a fully integrated platform that links devices and offline activities to real people and seamlessly execute and measure campaigns. • Machine Learning Algorithms: Our built-in advanced machine learning technology analyzes millions of impressions and data points every second.
With these, traders can maintain customer identities with a fully integrated platform that links devices and offline activities to real people and seamlessly execute and measure campaigns. 11 • Machine Learning and AI Algorithms: Our built-in advanced machine learning technology and AI solutions analyze millions of impressions and data points every second.
We are constantly iterating and developing new tools and products while utilizing our patented technologies and processes. As of December 31, 2022, we held 37 issued patents and 11 additional pending patent applications, which cover many of our proprietary products.
We are constantly iterating and developing new tools and products while utilizing our patented technologies and processes. As of December 31, 2023, we held 37 issued patents and 9 additional pending patent applications, which cover many of our proprietary products.
Our Advertising and Data Supply We obtain digital advertising inventory primarily through our integrations with supply side platforms and directly with publishers. We believe that our integrations across every channel give us one of the most robust omnichannel integrations of any single platform.
Our Advertising and Data Supply We obtain digital advertising inventory primarily through our integrations with supply side platforms and directly with publishers. We believe that our integrations across numerous channels give us one of the most robust omnichannel integrations of any single platform.
We rely on intellectual property laws, including trade secret, copyright, patent and trademark laws in the United States and abroad, and use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property. As of December 31, 2022, we held 37 issued patents, 11 pending patent applications and 323 issued trademarks.
We rely on intellectual property laws, including trade secret, copyright, patent and trademark laws in the United States and abroad, and use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property. As of December 31, 2023, we held 37 issued patents, 9 pending patent applications and 316 issued trademarks.
As of December 31, 2022, we had approximately 308 employees in 11 offices across the United States. Our team draws from a broad spectrum of backgrounds and experiences across technology and advertising industries. 13 Diversity and Inclusion We are committed to fostering a culture of inclusion where all employees feel valued and included.
As of December 31, 2023, we had approximately 333 employees in 10 offices across the United States. Our team draws from a broad spectrum of backgrounds and experiences across technology and advertising industries. 13 Diversity and Inclusion We are committed to fostering a culture of inclusion where all employees feel valued and included.
Adelphic is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards.
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 omnichannel platform, a marketer can easily buy ads on desktop, mobile, connected TV ("CTV"), linear TV, in-game, streaming audio and digital billboards.
We recorded net losses of $48.1 million and $37.6 million and net income of $20.6 million, and adjusted EBITDA of $(6.1) million, $37.1 million, and $31.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Adjusted EBITDA is a financial measure not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
We recorded net losses of $9.9 million, $48.1 million and $37.6 million, and adjusted EBITDA of $29.1 million, $(6.1) million, and $37.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. Adjusted EBITDA is a financial measure not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
The forecasts for each segment above include both programmatic and non-programmatic digital advertising. In recent years, programmatic advertising has represented an increasing portion of total U.S. media spend. eMarketer estimates that the U.S. programmatic advertising market, as represented by the segments above, will grow from $115 billion in 2021 to $168 billion in 2024, a 14% CAGR.
The forecasts for each segment above include both programmatic and non-programmatic digital advertising. In recent years, programmatic advertising has represented an increasing portion of total U.S. media spend. eMarketer estimates that the U.S. programmatic advertising market, as represented by the segments above, will grow from $122 billion in 2022 to $178 billion in 2025, a 14% CAGR.
Flexible Customer Engagement Models : Our DSP and related services are available through several levels of best-in-class customer service, from a self-service interface, providing customers with transparency and control over their advertising campaigns and underlying data infrastructure, to a fully managed end-to-end solution, providing an experienced support team for audiences, execution and advanced reporting.
Flexible Customer Engagement Models : Our DSP and related services are available through several levels of best-in-class customer service, from a self-service interface, which offers customers transparency and control over their advertising campaigns and underlying data infrastructure, to a fully managed end-to-end solution, which offers an experienced support team to assist with audience creation and management, campaign execution and advanced reporting.
Privacy and Data Protection In the ordinary course of our business, we may collect, receive, compile, use, store, process, share, dispose of, disclose, retain, transfer, and destroy (“Process”) personal information, as defined under various applicable laws.
Privacy and Data Protection In the ordinary course of our business, we may collect, receive, compile, use, store, process, share, dispose of, disclose, retain, transfer, and destroy (“Process” or “Processing”) personal information, personal data, and personally identifiable information, as those and similar terms are defined under various applicable laws.
Connected TV also provides a number of benefits to advertisers, including more accurate control of scale, addressability and measurement. Marketers are increasingly investing in connected TV as more inventory becomes available. According to eMarketer, 80% of connected TV ad spend was transacted programmatically in 2021 and the share of programmatic is expected to increase to nearly 91% in 2024.
Connected TV also provides a number of benefits to advertisers, including more accurate control of scale, addressability and measurement. Marketers are increasingly investing in connected TV as more inventory becomes available. According to eMarketer, 83% of connected TV ad spend was transacted programmatically in 2022. The share of programmatic advertising is expected to increase to 84% in 2025.
We have grown from a business operating from a home office to a company with approximately 308 employees in 11 offices throughout the United States at the end of 2022.
We have grown from a business operating from a home office to a company with approximately 333 employees in 10 offices throughout the United States at the end of 2023.
Connected TV includes over-the-top (“OTT”) content delivered through a connected device over the internet. • Linear TV: U.S. linear TV advertising is forecasted to be a $62.4 billion market in 2023 and forecasted to be a $62.1 billion market in 2026, a negative 0.2% CAGR. • Streaming Audio: U.S. digital audio advertising is forecasted to be a $7 billion market in 2023 and forecasted to grow to $9 billion in 2026, a 9% CAGR. • Digital Billboards: U.S. billboard advertising is forecasted to be a $3 billion market in 2023 and forecasted to grow to $4 billion in 2026, a 10% CAGR.
Connected TV includes over-the-top (“OTT”) content delivered through a connected device over the internet. • Linear TV: U.S. linear TV advertising is forecasted to be a $61 billion market in 2024 and forecasted to be a $57 billion market in 2026, a negative 3% CAGR. • Streaming Audio: U.S. digital audio advertising is forecasted to be a $7 billion market in 2024 and forecasted to grow to $9 billion in 2026, a 9% CAGR. • Digital Billboards: U.S. billboard advertising is forecasted to be a $3 billion market in 2024 and forecasted to grow to $4 billion in 2026, a 12% CAGR.
In addition, connected TV ad spend is expected to grow from $17.2 billion in 2021 to $43.6 billion in 2026, a 20% CAGR. Strong marketer demand for ROAS measurement across all channels: Marketers are looking for a centralized view of their customers, while connecting online and offline purchases to accurately measure ROAS. ROAS is a critical metric for marketing campaigns.
In addition, connected TV ad spend is expected to grow from $20.5 billion in 2022 to $42.4 billion in 2027, a 16% CAGR. Strong marketer demand for ROAS measurement across all channels: Marketers are looking for a centralized view of their customers, while connecting online and offline purchases to accurately measure ROAS. ROAS is a critical metric for marketing campaigns.
Accordingly, we are subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy, security, and protection.
Accordingly, we are subject to numerous data privacy and security obligations, including laws, regulations, guidance, and industry standards related to data privacy and security.
Viant Household ID: The Adelphic platform has exclusive access to the VHHID, making it a people-based DSP, already operating in cookieless environments including CTV and mobile applications. The VHHID powers data, channel and publisher interoperability providing simple and effective advertising .
Household ID: Our DSP has exclusive access to the HHID, making it a people-based DSP that already operates in cookieless environments including CTV and mobile applications. The HHID powers data, channel and publisher interoperability providing simple and effective advertising .
Our total revenue was $197.2 million, $224.1 million and $165.3 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively, representing a decrease of 12.0% from fiscal 2021 to fiscal 2022 and an increase of 35.6% from fiscal 2020 to fiscal 2021.
Our total revenue was $222.9 million, $197.2 million and $224.1 million for the fiscal years ended December 31, 2023, 2022 and 2021, respectively, representing an increase of 13.1% from fiscal 2022 to fiscal 2023 and a decrease of 12.0% from fiscal 2021 to fiscal 2022.
We continue to enhance new customer onboarding and support while investing in training and education for customers to maximize their success with our platform. • Add new customers and increase our customers’ usage of our platform: We continue to add functionality to our platform to attract new customers and encourage our customers to increase their usage of our platform.
We continue to enhance new customer onboarding and support while investing in training and education for customers to maximize their success with our platform. • Add new customers and increase our customers’ usage of our platform: We continue to invest in our product and engineering teams to develop our platform to support additional features and functions to attract new customers and encourage our customers to increase their usage of our platform.
Many of our competitors rely on cookies for the targeting and measurement of digital advertising but this technology has not been effective at accurately measuring the real impact of a marketer’s ad spend on their business results. Apple’s web browser, Safari, and other web browsers currently do not allow third-party cookies.
Many of our competitors rely on cookies for the targeting and measurement of digital advertising but this technology has not been effective at accurately measuring the real impact of a marketer’s ad spend on their business results. Apple’s web browser, Safari, does not allow third-party cookies and has added controls that algorithmically block or limit some cookies.
The TV industry is undergoing significant disruptions as internet-enabled connected TV has become a preferred vehicle for streaming video content. The amount of connected TV users in the U.S. is forecasted to increase from approximately 218 million, or 65% of the U.S. population, in 2021 to approximately 242 million, or 70% of the U.S. population, in 2026, according to eMarketer.
The TV industry is undergoing significant disruptions as internet-enabled connected TV has become a preferred vehicle for streaming video content. The amount of connected TV users in the U.S. is forecasted to increase from approximately 226 million, or 67% of the U.S. population, in 2022 to approximately 246 million, or 71% of the U.S. population, in 2027, according to eMarketer.
The experience of our management team has allowed us to continue to be innovative in developing solutions for our customers. • Business Model: Because we are a self-service platform, as we add new customers and as customers increase the use of our platform, we are able to demonstrate strong operating leverage. 8 Our Growth Strategy We believe that the advertising market is in the early stages of a shift toward programmatic advertising.
The experience of our management team has allowed us to continue to be innovative in developing solutions for our customers. • Business Model: Because we are a self-service platform, as we add new customers and as customers increase the use of our platform, we are able to demonstrate strong operating leverage.
We may take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments.
Consequently, we are not required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and we are subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
The U.S. programmatic advertising market is expected to grow from $114.7 billion in 2021 to $168.0 billion in 2024, a 14% compound annual growth rate (“CAGR”), according to eMarketer, a market research company that provides insights and trends related to digital marketing, media and commerce.
The U.S. programmatic advertising market is expected to grow from $121.8 billion in 2022 to $178.3 billion in 2025, a 14% compound annual growth rate (“CAGR”), according to eMarketer, a market research company that provides insights and trends related to digital marketing, media and commerce.
With Adelphic, traders can mass edit ad orders and campaigns, instead of making individual changes one at a time, saving significant time.
With our DSP, traders can mass edit ad orders and campaigns, instead of making individual changes, saving significant time.
Our customer count includes only those parties with which we have a billing relationship. We contract with our customers either through master service agreements or insertion orders. Our agreements do not contain any material commitments on behalf of customers to use our platform to purchase ad inventory or use other features.
We contract with our customers either through master service agreements or insertion orders. Our agreements do not contain any material commitments on behalf of customers to use our platform to purchase ad inventory or use other features.
The technical infrastructure for our platform is currently managed through third-party web hosting services providers. We generally enter into one- to three-year agreements with our web hosting providers. Our Customers Our customers consist of purchasers of programmatic advertising inventory.
The technical infrastructure for our platform is currently managed through third-party web hosting providers. We generally enter into two- to three-year agreements with our web hosting providers.
Our Platform Viant's DSP, Adelphic, enables a marketer or their agency to programmatically buy an ad in linear television, a digital billboard on the side of the highway, a streaming ad on connected TVs, an ad in a mobile application, creatively within gameplay, during a 9 podcast or other streaming audio, or a dynamically personalized ad on any website, all within a single user interface.
To the extent we find attractive acquisition candidates and business opportunities in the future, we may continue to acquire complementary businesses, products and technologies. 9 Our Platform Viant's DSP enables a marketer or their agency to programmatically buy an ad in linear television, a digital billboard on the side of the highway, a streaming ad on connected TVs, an ad in a mobile application, an ad within gameplay, an ad during a podcast or other streaming audio, or a dynamically personalized ad on any website, all within a single user interface.
U.S. programmatic advertising is experiencing a rapid increase in adoption and, according to eMarketer, is expected to grow at a 14% CAGR from 2021 to 2024, reaching $148.8 billion in 2023 and $168.0 billion by 2024. U.S. programmatic advertising is forecasted to represent 41% of total U.S. media spend by 2024, increasing from 38% in 2021.
U.S. programmatic advertising is experiencing a rapid increase in adoption and, according to eMarketer, is expected to grow at a 14% CAGR from 2022 to 2025, reaching $157.3 billion in 2024 and $178.3 billion by 2025. U.S. programmatic advertising is forecasted to represent 43% of total U.S. media spend by 2025, increasing from 36% in 2022.
Insights from ROAS across all campaigns inform marketers about what they are getting for their money across all media investments near real-time. Hence, marketers seek tools to track their ROAS across all channels. We believe people-based platforms are able to provide a more accurate measurement of ROAS as compared to cookie-based platforms.
Insights from ROAS across all campaigns inform marketers about the value of their investment across all media spend in near real-time. Hence, marketers seek tools to track their ROAS across all channels. We believe people-based platforms are able to provide a more accurate measurement of ROAS as compared to cookie-based platforms, especially in naturally cookieless environments such as connected TV.
Currently, our focus is primarily on the U.S. 6 market, which eMarketer has forecasted to grow from $344 billion in 2023 to $452 billion in 2026 in the United States, a 9% CAGR, broken into the following segments: • Desktop and Mobile: U.S. desktop and mobile advertising are forecasted to grow from a $245 billion market in 2023 to a $333 billion market in 2026, an 11% CAGR. • Connected TV: U.S. connected TV advertising is forecasted to be a $27 billion market in 2023 and forecasted to grow to $44 billion in 2026, a 17% CAGR.
Currently, our focus is primarily on the U.S. market, which eMarketer has forecasted to grow from $371 billion in 2024 to $444 billion in 2026 in the United States, a 9% CAGR, broken into the following segments: • Desktop and Mobile: U.S. desktop and mobile advertising are forecasted to grow from a $269 billion market in 2024 to a $336 billion market in 2026, a 12% CAGR. • Connected TV: U.S. connected TV advertising is forecasted to be a $30 billion market in 2024 and forecasted to grow to $38 billion in 2026, a 13% CAGR.
Our simple interface allows marketers to upload audience data with ease and create a unique segment or build lookalike audiences without the need for a separate data management platform. Our data integrations provide marketers with high match rates, which provides scalable and meaningful audience insights for segmentation, targeting and measuring key outcomes both online and offline.
Our simple interface allows marketers to upload audience data with ease and create a unique segment or build lookalike audiences without the need for a separate data management platform.
Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Annual Report. Emerging Growth Company We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).
Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Annual Report.
Our built-in automation enables marketers to optimize digital campaigns designed to achieve their key performance indicator (“KPI”) goals. Onboarding: We enable marketers to safely and securely onboard their first-party data to gain a view into their customers’ top attributes, create targeting segments and easily activate and measure these customer segments.
We believe these capabilities make our customers’ lives easier and improve the performance of their campaigns. • Onboarding: We enable marketers to safely and securely onboard their first-party data to gain a view into their customers’ top attributes, create targeting segments and easily activate and measure these customer segments through our Viant Data Platform.
According to the most recent survey by the Interactive Advertising Bureau, an advertising business organization that develops industry standards, conducts research, and provides legal support for the online advertising industry, in 2019, 18% of U.S. brands had completely moved programmatic ad buying in-house, and 51% of U.S. brands had moved a portion of their programmatic ad buying in-house.
According to a survey by the Interactive Advertising Bureau, an advertising business organization that develops industry standards, conducts research, and provides legal support for the online advertising industry, in 2019, of the U.S. brands surveyed, 18% had completely moved programmatic ad buying in-house, and 51% had moved a portion of their programmatic ad buying in-house. 6 Our Market Opportunity We believe that over the long term, our total addressable market is the total global advertising market, which eMarketer has forecasted to grow from $992 billion in 2024 to $1.15 trillion in 2026, an 8% CAGR.
Google has announced plans to start phasing out (and eventually entirely disallowing) third-party cookies in their Chrome browser in 2024. Moreover, certain state data privacy laws, including in California and Colorado, require websites and apps to enable consumers to opt-out of the transfer of their personal information used for digital advertising, which could further undermine cookie-based tracking and targeted marketing.
Moreover, certain state data privacy laws, including in California, Colorado, and several other states that have adopted or are considering adopting data privacy laws, require websites and apps to enable consumers to request the deletion of or opt-out of the transfer of their personal information used for certain advertising, which could further undermine cookie-based tracking and targeted marketing.
Our platform measures ROAS across all channels and empowers our customers with real-time insights leveraging people-based data, including foot-traffic reports and multi-touch attribution analytics.
Our platform measures ROAS across all channels and empowers our customers with real-time insights leveraging people-based data, including foot-traffic reports and multi-touch attribution analytics. Our advanced reporting functionality uses our aforementioned identity graph to provide marketers with a holistic view of measurement across all channels. 8 • Differentiated People-Based Capabilities: Our platform leverages a people-based framework.
We compete with large, privately-held companies, such as Yahoo DSP, along with public companies such as The Trade Desk, and with divisions of large, well-established companies such as Google and Amazon. The competitive landscape in recent years has been affected by consolidation and limited investment in new startups in our industry and there are few competitors with self-service capabilities.
The competitive landscape in recent years has been affected by consolidation and limited investment in new startups in our industry and there are few competitors with self-service capabilities.
Our marketing efforts are focused on increasing awareness and consideration for our brands, executing thought-leadership initiatives, participating in industry events, creating comprehensive sales support materials generating new customer leads. We seek to accomplish these objectives by presenting at industry conferences, hosting customer conferences, publishing white papers and research, public relations activities, advertising campaigns, and social media presence.
Our marketing efforts are focused on increasing awareness and consideration for our brands, executing thought-leadership initiatives, participating in industry events, creating comprehensive sales support materials and generating new customer leads.
We had 326 and 309 active customers for the years ended December 31, 2022 and 2021, respectively, in each case consisting of advertising buyers, including large advertising holding companies, independent advertising agencies, mid-market advertising service organizations as well as marketers relying on our self-service platform for their programmatic ad buying needs.
Our Customers Our customers consist of purchasers of programmatic advertising inventory, including large advertising holding companies, independent advertising agencies, mid-market advertising service organizations as well as marketers relying on our self-service platform for their programmatic ad buying needs.
We focus on ad buyers and believe that our 5 solutions will accelerate the shift of advertising budgets to programmatic advertising. Additionally, as marketers desire more control over programmatic advertising and move some functions of programmatic ad buying in-house, our platform is designed to address these needs and expand our market opportunity.
Additionally, as marketers desire more control over programmatic advertising and move some functions of programmatic ad buying in-house, our push to further simplify and automate our platform by leveraging machine learning and artificial intelligence ("AI") is designed to address these needs and expand our market opportunity.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition to changes in terms of mix of our different pricing options, factors that may cause our operating results to fluctuate include the following: • changes in demand for our platform, including those related to the seasonal nature of our customers’ spending on digital advertising campaigns; • changes in our pricing policies, the pricing policies of our competitors and the pricing or availability of inventory, data or other third-party services; • changes in our customer base and platform offerings; • the addition or loss of advertising agencies and marketers as customers; 33 • changes in advertising budget allocations, agency affiliations or marketing strategies; • changes to our channel mix (including, for example, changes in demand for connected TV); • changes and uncertainty in the regulatory and business environment for us or customers (for example, when Apple or Google change policies for their browsers and operating systems); • changes in the economic prospects of marketers or the economy generally (due to COVID-19, labor shortages, inflation and monetary supply shifts, rising interest rates, tightening of credit markets, and potential disruptions from the ongoing Russia-Ukraine conflict or otherwise), which could alter marketers’ spending priorities, or could increase the time or costs required to complete advertising inventory sales; • changes in the availability of advertising inventory or in the cost of reaching end consumers through digital advertising; • disruptions or outages on our platform; • the introduction of new technologies or offerings by our competitors; • changes in our capital expenditures as we acquire the hardware, equipment and other assets required to support our business; • timing differences between our payments for advertising inventory and our collection of related advertising revenue; • the length and unpredictability of our sales cycle; • costs related to acquisitions of businesses or technologies, or employee recruiting; and • shifting views and behaviors of consumers concerning use of data.
Biggest changeIn addition to changes in terms of mix of our different pricing options, factors that may cause our operating results to fluctuate include the following: • changes in demand for our platform, including those related to the seasonal nature of our customers’ spending on digital advertising campaigns; • changes in our pricing policies, the pricing policies of our competitors and the pricing or availability of inventory, data or other third-party services; • changes in our customer base and platform offerings; • the addition or loss of advertising agencies and marketers as customers; • changes in advertising budget allocations, agency affiliations or marketing strategies; • changes to our channel mix (including, for example, changes in demand for connected TV); • changes and uncertainty in the regulatory and business environment for us or customers (for example, when Apple or Google change policies for their browsers and operating systems); • changes in the economic prospects of marketers or the economy generally (due to pandemics, labor shortages, inflation and monetary supply shifts, rising interest rates, tightening of credit markets, and potential disruptions from international conflicts and acts of terrorism or otherwise), which could alter marketers’ spending priorities, or could increase the time or costs required to complete advertising inventory sales; • changes in the availability of advertising inventory or in the cost of reaching end consumers through digital advertising; • disruptions or outages on our platform; • the introduction of new technologies or offerings by our competitors; • changes in our capital expenditures as we acquire the hardware, equipment and other assets required to support our business; • timing differences between our payments for advertising inventory and our collection of related advertising revenue; • the length and unpredictability of our sales cycle; • costs related to acquisitions of businesses or technologies, or employee recruiting; and • shifting views and behaviors of consumers concerning use of data. 35 Based upon the factors above and others beyond our control, we have a limited ability to forecast our future revenue, costs and expenses, and, as a result, our operating results may, from time to time, fall below our estimates or the expectations of securities analysts and investors.
If we are unable to maintain a consistent supply of inventory for any reason, customer retention and loyalty, and our operating results and financial condition could be harmed. If our access to people-based data is diminished, the effectiveness of our platform would be decreased, which could harm our operating results and financial condition.
If we are unable to maintain a consistent supply of inventory for any reason, customer retention, loyalty and operating results and financial condition could be harmed. If our access to people-based data is diminished, the effectiveness of our platform would be decreased, which could harm our operating results and financial condition.
Our operation of our platform and access to data could be negatively affected if, due to legal, contractual, privacy, reputational, market optics, competition or other economic concerns, third parties cease entering into data integration agreements with us or customers cease uploading their data to our platform.
Our operation of our platform and access to data could be negatively affected if, due to legal, contractual, privacy, reputational, market optics, competition or other economic concerns, third parties cease entering into integration agreements with us or customers cease uploading their data to our platform.
Alleviating 21 problems resulting from such issues could require significant expenditures of capital and other resources and could cause interruptions, delays or the cessation of our business, any of which may adversely affect our operating results and financial condition. We are dependent on the continued availability of third-party hosting and transmission services.
Alleviating problems resulting from such issues could require significant expenditures of capital and other resources and could cause interruptions, delays or the cessation of our business, any of which may adversely affect our operating results and financial condition. 21 We are dependent on the continued availability of third-party hosting and transmission services.
A limitation or alteration of the availability of data in any of these or other instances may have a material impact on the advertising technology industry, which could decrease advertising budgets and subsequently reduce our revenue and adversely affect our business, operating results and financial condition.
A limitation or alteration of the availability of data in any of these or other instances may have a material impact on the advertising technology industry, which could decrease advertising budgets and subsequently reduce our revenue and adversely affect our business, operating results and financial condition.
The cost settling or of defending against intellectual property claims, whether or not the claims have merit, is significant, regardless of whether we are successful in our defense, and could divert the attention of management, technical personnel and other employees from our business operations.
The cost of settling or defending against intellectual property claims, whether or not the claims have merit, is significant, regardless of whether we are successful in our defense, and could divert the attention of management, technical personnel and other employees from our business operations.
In addition, payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return.
In addition, any payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return.
Consequently, we are not required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act and we are subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Consequently, we are not required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and we are subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
However, if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices, tax liabilities, actual or threatened litigation, privacy or cybersecurity issues or employee or customer issues.
If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices, tax liabilities, actual or threatened litigation, privacy or cybersecurity issues or employee or customer issues.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or 38 unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.
These changes to the regulatory landscape, coupled with EU and UK regulators’ increasing focus on compliance with requirements related to the online behavioral advertising ecosystem could, limit the ability to obtain data through integrations with data suppliers, divert the attention of our technology personnel, adversely affect our margins, subject us to liabilities, and may require us to make significant operational changes.
These changes to the regulatory landscape, coupled with EU and UK regulators’ increasing focus on compliance with requirements related to the online behavioral advertising 26 ecosystem could, limit the ability to obtain data through integrations with data suppliers, divert the attention of our technology personnel, adversely affect our margins, subject us to liabilities, and may require us to make significant operational changes.
While we have recently implemented cost reduction initiatives aimed at reducing our operating expenses and sharpening our focus on key growth priorities in light of the current macroeconomic environment, if we continue to grow our business, it could require substantial financial and other resources to, among other things: • develop our platform, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the functionality, availability and security of our platform; • improve our technology infrastructure, including investing in internal technology development and acquiring outside technologies; • cover general and administrative expenses, including legal, accounting and other expenses necessary to support a larger organization; • cover sales and marketing expenses, including a significant expansion of our direct sales organization; • cover expenses relating to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel; and 34 • explore strategic acquisitions.
While we have implemented cost reduction initiatives aimed at reducing our operating expenses and sharpening our focus on key growth priorities in light of the current macroeconomic environment, if we continue to grow our business, it could require substantial financial and other resources to, among other things: • develop our platform, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the functionality, availability and security of our platform; • improve our technology infrastructure, including investing in internal technology development and acquiring outside technologies; • cover general and administrative expenses, including legal, accounting and other expenses necessary to support a larger organization; • cover sales and marketing expenses, including a significant expansion of our direct sales organization; • cover expenses relating to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel; and • explore strategic acquisitions.
These provisions include the following provisions that: • provide that our board of directors will be classified into three classes with staggered, three-year terms and that directors may only be removed for cause after the Vanderhook Parties collectively cease to beneficially own a majority of the combined voting power of our Class A and Class B Common Stock (the “Triggering Event”); • permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; 36 • provide that, after the Triggering Event, vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; • prohibit cumulative voting in the election of directors; • require super-majority voting to amend our certificate of incorporation and bylaws; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • eliminate the ability of our stockholders to call special meetings of stockholders; • specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors, or our chief executive officer with the concurrence of a majority of our board of directors; • prohibit stockholder action by written consent after the Triggering Event, which requires all stockholder actions to be taken at a meeting of our stockholders; • permit our board of directors to alter our bylaws without obtaining stockholder approval; • reflect the dual class structure of our common stock, as discussed above; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
These provisions include the following provisions that: • provide that our board of directors is classified into three classes with staggered, three-year terms and that directors may only be removed for cause after the Vanderhook Parties collectively cease to beneficially own a majority of the combined voting power of our Class A and Class B Common Stock (the “Triggering Event”); • permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; • provide that, after the Triggering Event, vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; • prohibit cumulative voting in the election of directors; • require super-majority voting to amend our certificate of incorporation and bylaws; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • eliminate the ability of our stockholders to call special meetings of stockholders; • specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors, or our chief executive officer with the concurrence of a majority of our board of directors; • prohibit stockholder action by written consent after the Triggering Event, which requires all stockholder actions to be taken at a meeting of our stockholders; • permit our board of directors to alter our bylaws without obtaining stockholder approval; • reflect the dual class structure of our common stock, as discussed above; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
The actual future payments to the continuing members of Viant Technology LLC will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
Any actual future payments to the continuing members of Viant Technology LLC will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
We may provide access to inventory that is objectionable to our customers or we may serve advertising that contains malware or objectionable content to our inventory suppliers, which could harm our or our customers’ brand and reputation, cause customers to decrease or terminate their relationship with us, cause suppliers to decrease or terminate the inventory supplied to us or their relationship with us, or otherwise negatively impact our business, operating results and financial condition.
We may provide access to inventory that is objectionable to our customers or we may serve advertising that contains malware or objectionable content to our inventory suppliers, which could harm our or our customers’ brand and reputation, cause customers to decrease or terminate their relationship with us, cause suppliers to decrease or terminate the inventory supplied to us or their relationship with us, or otherwise negatively impact our business, operating results and financial 22 condition.
Similarly, supply-chain attacks have increased in frequency and severity, and third parties and infrastructure in our supply chain or our third-party partners’ supply chains may become compromised or contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our products/services) or the third-party information technology systems that support us and our services.
Similarly, supply-chain attacks have increased in frequency and severity, and third parties and infrastructure in our supply chain or our third-party partners’ supply chains may become compromised or contain exploitable defects or bugs that could result in a breach of or disruption to our IT Systems (including our products/services) or the third-party information technology systems that support us and our services.
Even if our patent applications do issue as patents, they may not issue in a form that is sufficiently broad to protect our technology, prevent competitors or other third parties from competing with us or otherwise provide us with any competitive advantage. 29 Policing unauthorized use of our technology is difficult.
Even if our patent applications do issue as patents, they may not issue in a form that is sufficiently broad to protect our technology, prevent competitors or other third parties from competing with us or otherwise provide us with any competitive advantage. Policing unauthorized use of our technology is difficult.
Because the interpretation and application of privacy and data protection laws, regulations and standards are uncertain and quickly changing, it is possible that these obligations may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our practices. Preparing for and complying with these obligations requires significant resources.
Because the interpretation and application of privacy and data protection laws, regulations, standards and other privacy obligations are uncertain and quickly changing, it is possible that these obligations may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our practices. Preparing for and complying with these obligations requires significant resources.
In addition, we may terminate MSAs or IOs in the event clients violate our ad policies or other contract terms, which could harm our business, operating results and financial condition. 22 We face potential liability and harm to our business based on the human factor of inputting information into our platform.
In addition, we may terminate MSAs or IOs in the event clients violate our ad policies or other contract terms, which could harm our business, operating results and financial condition. We face potential liability and harm to our business based on the human factor of inputting information into our platform.
These actions will have significant impacts on the digital advertising and marketing ecosystems in which we operate, which could cause changes in advertising budget allocations and thereby could negatively impact our business. In addition, these browser providers may frequently delay or change their previously announced operations or policies.
These actions will have significant impacts on the digital advertising and marketing ecosystems in which we operate, which could cause changes in advertising budget allocations and thereby could negatively impact our business. In addition, these browser and platform providers may frequently delay or change their previously announced operations or policies.
If we fail to comply with our covenants under the Loan Agreement, it could result in an event of default under the agreement and our lender could make the entire debt immediately due and payable. If this occurs, we might not be able to repay our debt or borrow sufficient funds to refinance it.
If we fail to comply with our covenants under the Amended Loan Agreement, it could result in an event of default under the agreement and our lender could make the entire debt immediately due and payable. If this occurs, we might not be able to repay our debt or borrow sufficient funds to refinance it.
Myspace.com may also face negative publicity relating to content or information that is published or made available on the platform, including defamation, dissemination of misinformation or news hoaxes, discrimination, violations of intellectual property rights, violations of rights of publicity and privacy, hate speech or other types of content.
Myspace.com may also face negative publicity relating to content or information that is published or made available on the platform, including defamation, dissemination of misinformation or news 24 hoaxes, discrimination, violations of intellectual property rights, violations of rights of publicity and privacy, hate speech or other types of content.
Any such negative publicity could damage our reputation and the reputation of our primary business, which could adversely affect our business and financial results. 24 The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.
Any such negative publicity could damage our reputation and the reputation of our primary business, which could adversely affect our business and financial results. The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.
Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; additional costs and liabilities; damage our reputation; reduction in sales and demand for our platform; and harm our business.
Any of these events could have a material adverse effect on our 27 reputation, business, or financial condition, including but not limited to: loss of customers; additional costs and liabilities; damage our reputation; reduction in sales and demand for our platform; and harm our business.
The amount of such payments will be determined on the basis of certain assumptions in the Tax Receivable Agreement, including (i) the assumption that Viant Technology Inc. would have enough taxable income in the future to fully utilize the tax benefit resulting from the tax assets that are the subject of the Tax Receivable Agreement, (ii) the assumption that any item of loss deduction or credit generated by a basis adjustment or imputed interest arising in a taxable year preceding the taxable year that includes an early termination will be used by Viant Technology Inc. ratably from such taxable year through the earlier of (x) the scheduled expiration of such tax item or (y) 15 years; (iii) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (iv) the assumption that U.S. federal, state and local tax rates will be the same as in effect on the early termination date, unless scheduled to change; and (v) the assumption that any units of Viant Technology LLC (other than those held by Viant Technology Inc.) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of Class A common stock on the termination date.
The amount of such payments will be determined on the basis of certain assumptions in the Tax Receivable Agreement, including (i) the assumption that we would have enough taxable income in the future to fully utilize the tax benefit resulting from the tax assets that are the subject of the Tax Receivable Agreement, (ii) the assumption that any item of loss deduction or credit generated by a basis adjustment or imputed interest arising in a taxable year preceding the taxable year that includes an early termination will be used by us ratably from such taxable year through the earlier of (x) the scheduled expiration of such tax item or (y) 15 years; (iii) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (iv) the assumption that U.S. federal, state and local tax rates will be the same as in effect on the early termination date, unless scheduled to change; and (v) the assumption that any units of Viant Technology LLC (other than those held by us) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of Class A common stock on the termination date.
For example, in April 2019, the European Union passed a directive expanding online platform liability for copyright infringement and regulating certain uses of news content online, which member states had to implement by June 2021.
For example, in April 2019, the European Union ("EU") passed a directive expanding online platform liability for copyright infringement and regulating certain uses of news content online, which member states had to implement by June 2021.
They foster our corporate culture, which has been 23 instrumental to our ability to attract and retain new talent. We also rely on employees in our engineering, technical, product development, support and sales teams to attract and retain key customers.
They foster our corporate culture, which has been instrumental to our ability to attract and retain new talent. We also rely on employees in our engineering, technical, product development, support and sales teams to attract and retain key customers.
Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels. Digital advertising is also subject to government regulation which may impact our ability to collect and use data.
Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels. 28 Digital advertising is also subject to government regulation which may impact our ability to collect and use data.
The Loan Agreement also contains a financial covenant that requires us to maintain a minimum fixed charge coverage ratio of 1.40 to 1 when undrawn availability under the Loan Agreement is less than 25%.
The Amended Loan Agreement also contains a financial covenant that requires us to maintain a minimum fixed charge coverage ratio of 1.40 to 1 when undrawn availability under the Amended Loan Agreement is less than 25%.
The terms of our Loan Agreement may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute business strategies in the means or manner desired.
The terms of our Amended Loan Agreement may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute business strategies in the means or manner desired.
Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.
Extortion payments may alleviate some of the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.
If Viant Technology LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, Viant Technology Inc. and Viant Technology LLC might be subject to potentially significant tax inefficiencies, and Viant Technology Inc. would not be able to recover payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
If Viant Technology LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Viant Technology LLC might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
We cause Viant Technology LLC to make distributions to each of its members, including Viant Technology Inc., in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member and to allow Viant Technology Inc. to make payments under a tax receivable agreement (the "Tax Receivable Agreement") we entered into on February 9, 2021, in connection with our IPO, with Viant Technology LLC, continuing members of Viant Technology LLC and the representative of such continuing members of Viant Technology LLC (the "TRA Representative").
We cause Viant Technology LLC to make distributions to each of its members, including us, in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member and to allow us to make payments under a tax receivable agreement (the "Tax Receivable Agreement") we entered into on February 9, 2021, in connection with our IPO, with Viant Technology LLC, continuing members of Viant Technology LLC and the representative of such continuing members of Viant Technology LLC (the "TRA Representative").
We are subject to third party claims for alleged infringement of their proprietary rights, which would result in additional expense and potential damages. There is significant patent and other intellectual property development activity in the digital advertising industry. Third-party intellectual property rights may cover significant aspects of our technologies or business methods or block us from expanding our offerings.
We are subject to third party claims for alleged infringement of third parties' proprietary rights, which would result in additional expense and potential damages. There is significant patent and other intellectual property development activity in the digital advertising industry. Third-party intellectual property rights may cover significant aspects of our technologies or business methods or block us from expanding our offerings.
The credit risk associated with these arrangements may vary depending on the nature and credit risk of an advertising agency’s aggregated marketer base and the credit risk of the agency itself.
The credit risk associated 18 with these arrangements may vary depending on the nature and credit risk of an advertising agency’s aggregated marketer base and the credit risk of the agency itself.
In addition, Viant Technology Inc. may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Viant Technology LLC’s assets) were subsequently determined to have been unavailable.
In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Viant Technology LLC’s assets) were subsequently determined to have been unavailable.
While fewer of our competitors currently have capability in other channels such as linear TV, in-game streaming audio and digital billboard channels, we also expect to face additional competition in those channels in the future. Risks Related to Data Privacy We are subject to stringent and changing obligations related to data privacy and security.
While fewer of our competitors currently have capability in other channels such as linear TV, in-game streaming audio and digital billboard channels, we also expect to face additional competition in those channels in the future. Risks Related to Data Privacy and Artificial Intelligence We are subject to stringent and changing obligations related to data privacy and security.
Pursuant to the Viant Technology LLC Operating Agreement, Viant Technology LLC makes tax distributions to its members, including Viant Technology Inc., which generally are pro rata based on the ownership of Viant Technology LLC units, calculated using an assumed tax rate, to help each of the members to pay taxes on that member’s allocable share of Viant Technology LLC’s net taxable income.
Pursuant to the Viant Technology LLC Operating Agreement, Viant Technology LLC makes tax distributions to its members, including us, which generally are pro rata based on the ownership of Viant Technology LLC units, calculated using an assumed tax rate, to help each of the members to pay taxes on that member’s allocable share of Viant Technology LLC’s net taxable income.
Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, allowing them to devote greater resources to the development, promotion, sale and support of their products and services. They may also have more extensive customer bases and broader supplier relationships than we have.
Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, allowing them to devote greater resources to the development, promotion, sale and support of their products and services. They may also have more extensive customer bases and broader supplier relationships than we have, and operate internationally.
Additionally, some of these self-regulatory bodies might refer violations of their requirements to the Federal Trade Commission or other regulatory bodies. See “— Our business or ability to operate our platform could be impacted by changes in the technology industry by technology companies, end users, or government regulation.
Additionally, some of these self-regulatory bodies might refer violations of their requirements to the Federal Trade Commission or other regulatory bodies. See “— Our business or ability to operate our platform could be impacted by changes in technology initiated by technology companies, end users, or government regulation.
Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters. Additionally, we may be obligated to indemnify our customers or inventory and data suppliers in connection with any such litigation.
Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters. Additionally, we may be obligated to indemnify our customers or inventory and data suppliers or other vendors in connection with any such litigation.
Many of our prospective customers undertake a lengthy evaluation process that involves assessing our platform against the offerings of our competitors. As a result, it is difficult to predict when we will obtain new customers and begin generating revenue from these new customers.
Many of our prospective customers undertake a lengthy evaluation process that involves assessing our platform against the offerings of our competitors. As a result, it is difficult to predict when or if we will obtain new customers and begin generating revenue from these new customers.
At such time, our independent registered public 38 accounting firm may issue an opinion on our internal controls over financial reporting that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
At such time, our independent registered public accounting 40 firm may issue an opinion on our internal controls over financial reporting that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
Some failures will shut our platform down completely, others only partially. We provide service level agreements to some of our customers, and if our platform is not available for specified amounts of time, we may be required to provide credits or other financial compensation to our customers.
Some failures could shut our platform down completely, others only partially. We provide service level agreements to some of our customers, and if our platform is not available for specified amounts of time, we may be required to provide credits or other financial compensation to our customers.
Their interests may differ from yours and they may vote in a manner that is adverse to your interests.
Their 37 interests may differ from yours and they may vote in a manner that is adverse to your interests.
Companies that violate the GDPR can also face prohibitions on data processing and other corrective action, such as class action brought by classes of data subjects or by consumer protection organizations authorized at law to represent their interests. Additionally, Member States may assess other penalties for noncompliance. Additionally, several European legislative proposals could significantly affect our business.
Companies that violate the GDPR may face prohibitions on data processing and other corrective action, such as class action brought by classes of data subjects or by consumer protection organizations authorized at law to represent their interests. Additionally, Member States may assess other penalties for noncompliance on companies subject to GDPR. Several European legislative proposals could significantly affect our business.
Any inability, or perceived inability, to address or comply with applicable data privacy or security obligations could result in significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-related claims); additional reporting requirements and/or oversight; bans on Processing personal information; and orders to destroy or not use personal information.
Any inability, or perceived inability, to address or comply with applicable data privacy or security obligations could result in significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-related claims) and mass arbitration demands; additional reporting requirements and/or oversight; bans on Processing personal information; and orders to destroy or not use personal information.
As a result of potential differences in the amount of net taxable income allocable to us and to the existing members of Viant Technology LLC, as well as the use of an assumed tax rate in calculating Viant Technology LLC’s distribution obligations, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement.
As a result of potential differences in the amount of net taxable income allocable to Viant Technology Inc. and to the existing members of Viant Technology LLC, as well as the use of an assumed tax rate in calculating Viant Technology LLC’s distribution obligations, we may receive distributions of cash significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement.
Our customers may also choose to decrease their overall advertising spend for any reason, including if they do not believe they are receiving a sufficient ROAS. Accordingly, we must continually work to win new customers and retain existing customers, increase their usage of our platform and capture a larger share of their advertising spend.
Our customers may also choose to decrease their overall advertising spend for any reason, including if they do not believe they are receiving a sufficient return on advertising spend. Accordingly, we must continually work to win new customers and retain existing customers, increase their usage of our platform and capture a larger share of their advertising spend.
Our handling of this data is subject to a wide variety of federal, state, local, and foreign laws regulations, guidance, industry standards, external and internal privacy and security policies, certifications, documents, contracts, and other obligations that govern the Processing of personal information by us and on our behalf.
Our and our third-party vendors handling of this data is subject to a wide variety of federal, state, local, and foreign laws regulations, guidance, industry standards, external and internal privacy and security policies, certifications, documents, contracts, and other obligations that govern the Processing of personal information by us and on our behalf.
The amount of the early termination payment is determined by discounting the present value of all payments that would be required to be paid by Viant Technology Inc. under the Tax Receivable Agreement at a rate equal to the lesser of (a) 6.5% and (b) the Secured Overnight Financing Rate, as reported by the Wall Street Journal plus 400 basis points.
The amount of the early termination payment is determined by discounting the present value of all payments that would be required to be paid by us under the Tax Receivable Agreement at a rate equal to the lesser of (a) 6.5% and (b) the Secured Overnight Financing Rate, as reported by the Wall Street Journal plus 400 basis points.
We may collect, store, use, transmit, disclose, or otherwise process (collectively, "Process") personal information and other sensitive data such as confidential business data, trade secrets, and intellectual property, from and about our customers, employees, service providers, and other third parties.
We collect, receive, store, use, transmit, disclose, or otherwise process (collectively, "Process") personal information and other sensitive data such as confidential business data, trade secrets, and intellectual property, from and about consumers, our customers, employees, service providers, and other third parties.
These threats come from a variety of sources, including traditional computer hackers, threat actors, and personnel (such as through theft or misuse).
These threats come from a variety of sources, including traditional computer hackers, nation states, threat actors, and personnel (such as through theft or misuse).
We receive a significant amount of revenue from a select number of advertising agency holding companies, owning various advertising agencies, and the loss of advertising agencies as customers could harm our business, operating results and financial condition. A significant amount of our revenue comes from advertising agencies.
We receive a significant amount of revenue from a select number of advertising agency holding companies, which own various advertising agencies, and the loss of advertising agencies as customers could harm our business, operating results and financial condition. A significant amount of our revenue comes from advertising agencies.
Although we endeavor to comply with all applicable data privacy and security obligations, we may at times fail or be perceived to have failed to do so. Moreover, despite our efforts, our customers, personnel or third parties upon whom we rely may fail to comply with such obligations, which could negatively impact our business operations and compliance posture.
We may at times fail or be perceived to have failed to comply with all applicable data privacy and security obligations, despite our efforts to comply. Moreover, despite our efforts, our customers, personnel or third parties upon whom we rely may fail to comply with such obligations, which could negatively impact our business operations and compliance posture.
In certain circumstances, Viant Technology LLC will be required to make distributions to us and the existing members of Viant Technology LLC, and the distributions that Viant Technology LLC will be required to make may be substantial.
In certain circumstances, Viant Technology LLC will be required to make distributions to Viant Technology Inc. and the existing members of Viant Technology LLC, and the distributions that Viant Technology LLC will be required to make may be substantial.
Execution and measurement in digital advertising relies to a significant extent on the use of cookies, pixels and other similar technology, including mobile device identifiers that are provided by mobile operating systems for advertising purposes, which we refer to collectively as cookies, to collect data about users and devices.
Execution and measurement in digital advertising relies to a significant extent on the use of cookies, pixels and other similar technology, including mobile device identifiers that are provided by mobile operating systems for advertising purposes, to collect data about users and devices (collectively referred to as "cookies").
Viant Technology LLC is expected to continue to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to members, including Viant Technology Inc.
Viant Technology LLC is expected to continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally is not subject to U.S. federal income tax. Instead, taxable income is allocated to members, including us.
Limitations on our or our customers’ ability to collect and use data for advertising, whether imposed by established technology companies or U.S. legislation, or otherwise, may impact the performance of our platform.
Limitations on our or our customers’ ability to collect and use data for advertising, whether imposed by established technology companies, legislation, or otherwise, may impact the performance of our platform and our business performance.
Additionally, our current programs, reporting frameworks, and principles may not be in compliance with any new environmental and social laws and regulations that may be promulgated in the United States and elsewhere, and the costs of changing any of our current practices to comply with any new legal and regulatory requirements in the United States and elsewhere may be substantial.
Additionally, our current programs, reporting frameworks, and principles may not be in compliance with any new environmental and social laws and regulations, or novel interpretations of existing laws and regulations, that may be promulgated in the United States and elsewhere, and the costs of changing any of our current practices to comply with any new legal and regulatory requirements in the United States and elsewhere may be substantial.
The success of any enhancement or new solution depends on many factors, including timely completion, adequate quality testing, appropriate introduction and market acceptance. Without the timely introduction of new products, services and enhancements, our offerings could become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer.
The success of any enhancement or new solution depends on many factors, including timely completion, adequate quality testing, appropriate introduction and market acceptance. Without the timely introduction of new products, services and enhancements, including those leveraging AI and machine learning, our offerings could become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer.
In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an EGC and a smaller reporting company.
In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an EGC and a non-accelerated filer.
In the event we are unable to maintain our corporate culture, our business, operating results and financial condition could be harmed. We allow our customers and suppliers to utilize APIs, with our platform, which could result in outages or security breaches and negatively impact our business, operating results and financial condition.
In the event we are unable to maintain our corporate culture, our business, operating results and financial condition could be harmed. 20 We allow our customers and suppliers to utilize application programming interfaces ("APIs") with our platform, which could result in outages or security breaches and negatively impact our business, operating results and financial condition.
Furthermore, our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
Moreover, our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts will be enforceable or are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
If any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, Viant Technology Inc. would be entitled to reduce future amounts otherwise payable to a holder of rights under the Tax Receivable Agreement to the extent the holder has received excess payments.
If any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, we would be entitled to reduce future amounts otherwise payable to a holder of rights under the Tax Receivable Agreement to the extent the holder has received excess payments.
We depend upon the sustained and uninterrupted performance of our platform to manage our inventory supply, acquire inventory for each campaign; collect, process and interpret data; and optimize campaign performance in real time and provide billing information to our financial systems.
We depend upon the sustained and uninterrupted performance of our platform to manage our inventory supply; acquire inventory for each campaign; collect, process and interpret data; bid on inventory; optimize campaign performance in real time; generate campaign reporting; and provide billing information to our financial systems.
We are a “controlled company” within the meaning of the listing standards of the Nasdaq Global Select Market (“Nasdaq”) and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. The Vanderhook Parties hold a majority of the voting power of our outstanding common stock through their ownership of our Class B common stock.
We are a “controlled company” within the meaning of the listing standards of the Nasdaq Global Select Market (“Nasdaq”) and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. The Vanderhook Parties hold a majority of the voting power of our outstanding common stock.
Please see “—Risks Related to Data Privacy” for additional discussion of the laws and regulations governing the collection of data to which we are or may become subject and about the risks to our business associated with such laws and regulations.
Please see “ —Risks Related to Data Privacy and Artificial Intelligence ” for additional discussion of the laws and regulations governing the collection of data to which we are or may become subject and about the risks to our business associated with such laws and regulations.
Thus, Viant Technology Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative effect on its financial condition and liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. We may not be able to finance any early termination payment.
Thus, our obligations under the Tax Receivable Agreement could have a substantial negative effect on our financial condition and liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. We may not be able to finance any early termination payment.
As a result, our financial condition and results of operations may be adversely impacted if the business or financial condition of our customers and marketers is negatively affected by macroeconomic conditions and geopolitical events.
As a result, our financial condition and results of operations have in the past and may in the future be adversely impacted if the business or financial condition of our customers and marketers is negatively affected by macroeconomic conditions and geopolitical events.
Much of the data that we use is obtained through integrations with third-party data suppliers. We are dependent upon our ability to obtain necessary data licenses on commercially reasonable terms. We could suffer material adverse consequences if we were unable to obtain data through our integrations with data suppliers.
Much of the data that we use is obtained through integrations with third parties. We are dependent upon our ability to obtain necessary data licenses on commercially reasonable terms. We could suffer material adverse consequences if we were unable to obtain data through our integrations with third parties, including inventory and data suppliers.
We are dependent on these third parties to provide continuous power, cooling, humidity control, internet connectivity and physical and technological security for our servers, and our operations depend, in part, on their ability to protect these facilities against any damage or interruption from natural disasters, such as earthquakes and hurricanes, power or telecommunication failures, criminal acts and similar events.
We are dependent on these third parties to provide continuous power, cooling, humidity control, internet connectivity and physical and technological security for our servers, and our operations depend, in part, on their ability to protect these facilities against any damage or interruption from natural disasters, such as earthquakes, wildfires, extreme temperatures, drought, flooding, and storms, power or telecommunication failures, criminal acts and similar events.
However, the required final and binding determination that a holder of rights under the Tax Receivable Agreement has received excess payments may not be made for a number of years following commencement of any challenge, and Viant Technology Inc. will not be permitted to reduce its payments under the Tax Receivable Agreement until there has been a final and binding determination, by which time sufficient subsequent payments under the Tax Receivable Agreement may not be available to offset prior payments for disallowed benefits.
However, the required final and binding determination that a holder of rights under the Tax Receivable Agreement has received excess payments may not be made for a number of years 33 following commencement of any challenge, and we will not be permitted to reduce our payments under the Tax Receivable Agreement until there has been a final and binding determination, by which time sufficient subsequent payments under the Tax Receivable Agreement may not be available to offset prior payments for disallowed benefits.
If Viant Technology LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for Viant Technology Inc. and Viant Technology LLC, including as a result of Viant Technology Inc.’s inability to file a consolidated U.S. federal income tax return with Viant Technology LLC.
If Viant Technology LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and Viant Technology LLC, including as a result of our inability to file a 34 consolidated U.S. federal income tax return with Viant Technology LLC.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies as long as we qualify as a smaller reporting company, even after we are no longer an EGC, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies and non-accelerated filers as long as we qualify under these categories, even after we are no longer an EGC, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
While we took steps to remediate the attack, including notifying and invalidating the passwords of known affected users, any present failure to prevent or mitigate security breaches and improper access to or disclosure of the data on Myspace.com could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business.
While we took steps to remediate the attack, any failure to prevent or mitigate security breaches and improper access to or disclosure of the data on Myspace.com could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business.
Threat actors, nation-states, and nation-state-supported actors now engage, and are expected to continue to engage, in cyber-attacks, including for geopolitical reasons and in connection with military conflicts and operations.
Threat actors, nation-states, and nation-state-supported actors now engage, and are expected to continue to engage, in cyber-attacks, including for geopolitical reasons and in connection with military conflicts and operations, as well as for financial gain.
In addition, Viant Technology LLC reimburses Viant Technology Inc. for corporate and other overhead expenses.
In addition, Viant Technology LLC reimburses us for corporate and other overhead expenses.
We may share or receive sensitive data with or from third parties. Our ability to monitor these third parties’ security practices is limited, and these parties may not have adequate information security measures in place. If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences.
Our ability to monitor these third parties’ security practices is limited, and these parties may not have adequate information security measures in place. If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences.
A significant inadvertent disclosure or breach of our information technology systems or data, or of the security of our or our customers’, suppliers’, or other third parties’ upon which we rely could be detrimental to our business, reputation and results of operations.
A significant breach of our IT Systems or disclosure of our Confidential Data, or of the security of our or our customers’, suppliers’, or other third parties’ systems upon which we rely could be detrimental to our business, reputation and results of operations.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our headquarters are located in Irvine, California, where we occupy facilities totaling approximately 56,000 square feet under a lease that expires in May 2031. We currently lease 11 other office spaces across the United States and we do not own any real property. We believe that our current facilities are adequate to meet our current needs.
Biggest changeItem 2. Properties. Our headquarters are located in Irvine, California, where we occupy facilities totaling approximately 56,000 square feet under a lease that expires in May 2031. We currently lease 9 other office spaces across the United States and we do not own any real property. We believe that our current facilities are adequate to meet our current needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Item 4. Mine Safety Disclosures. Not applicable. 39 PART II
Biggest changeThe results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. Mine Safety Disclosures 39 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 Item 6. Reserved. 41 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 70 Item 8.
Added
Item 4. Mine Safety Disclosures. Not applicable. Information About Our Directors & Executive Officers. The following information with respect to the Board and executive officers is presented as of March 4, 2024: Name Age Position at Viant Technology Inc.
Added
Principal Employment Tim Vanderhook 43 Chief Executive Officer and Chairman Same Chris Vanderhook 45 Chief Operating Officer and Director Same Larry Madden 59 Chief Financial Officer Same Max Valdes 68 Director Former Chief Financial Officer and Executive Vice President of First American Financial Corporation (NYSE: FAF), a financial services company.
Added
Elizabeth Williams 48 Director Former Chief Executive Officer of Outfox Hospitality, a company that operates Foxtrot and Dom's Kitchen and Market grocery and café stores. Vivian Yang 56 Director Former Chief Legal Officer of The Trade Desk, Inc. (Nasdaq: TTD), a provider of a global technology platform for buyers of advertising. 42 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEach share of Class B common stock has no economic rights but entitles its holders to one vote on all matters to be voted on by our stockholders generally. Holders As of February 28, 2023, there was one stockholder of record of our Class A common stock and four holders of record of our Class B common stock.
Biggest changeEach share of Class B common stock has no economic rights but entitles its holders to one vote on all matters to be voted on by our stockholders generally. Holders As of March 1, 2024, there was one holder of record of our Class A common stock and four holders of record of our Class B common stock.
Any determination to pay dividends to holders of our capital stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our existing and any future debt, including pursuant to the Loan Agreement with PNC Bank, and other factors that our board of directors deems relevant.
Any determination to pay dividends to holders of our capital stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our existing and any future debt, including pursuant to the Amended Loan Agreement with PNC Bank, and other factors that our board of directors deems relevant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 40
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 43

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

130 edited+31 added−26 removed76 unchanged
Biggest changeThree Months Ended, December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 (in thousands, except per share/unit data) Revenue $ 54,509 $ 48,830 $ 51,200 $ 42,629 $ 82,715 $ 50,857 $ 50,411 $ 40,144 Operating expenses (1) : Platform operations 32,051 27,530 30,950 26,194 44,578 28,967 31,715 24,344 Sales and marketing 15,966 16,949 17,286 13,756 15,173 15,131 20,553 14,185 Technology and development 5,704 5,576 5,011 5,003 4,851 6,590 8,031 5,900 General and administrative 9,994 11,650 11,725 11,083 10,428 11,981 14,075 10,420 Total operating expenses 63,715 61,705 64,972 56,036 75,030 62,669 74,374 54,849 Income (loss) from operations (9,206) (12,875) (13,772) (13,407) 7,685 (11,812) (23,963) (14,705) Total other expense (income), net (1,198) (449) 320 156 169 348 (5,868) 165 Net income (loss) (8,008) (12,426) (14,092) (13,563) 7,516 (12,160) (18,095) (14,870) Less: Net income (loss) attributable to noncontrolling interests (5,815) (9,300) (10,691) (10,371) 5,962 (9,623) (14,440) (11,766) Net income (loss) attributable to Viant Technology Inc. $ (2,193) $ (3,126) $ (3,401) $ (3,192) $ 1,554 $ (2,537) $ (3,655) $ (3,104) Earnings (loss) per Class A common stock/unit—basic (2) $ (0.15) $ (0.22) $ (0.24) $ (0.23) $ 0.11 $ (0.20) $ (0.32) $ (0.27) Earnings (loss) per Class A common stock/unit—diluted (2) $ (0.15) $ (0.22) $ (0.24) $ (0.23) $ 0.11 $ (0.20) $ (0.32) $ (0.27) 51 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Three Months Ended, December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 (as a percentage of revenue*) Revenue 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Operating expenses (1) : Platform operations 59 % 56 % 60 % 61 % 54 % 57 % 63 % 61 % Sales and marketing 29 % 35 % 34 % 32 % 18 % 30 % 41 % 35 % Technology and development 10 % 11 % 10 % 12 % 6 % 13 % 16 % 15 % General and administrative 18 % 24 % 23 % 26 % 13 % 24 % 28 % 26 % Total operating expenses 117 % 126 % 127 % 131 % 91 % 123 % 148 % 137 % Income (loss) from operations (17) % (26) % (27) % (31) % 9 % (23) % (48) % (37) % Total other expense (income), net (2) % (1) % 1 % — % — % 1 % (12) % — % Net income (loss) (15) % (25) % (28) % (32) % 9 % (24) % (36) % (37) % Less: Net income (loss) attributable to noncontrolling interests (11) % (19) % (21) % (24) % 7 % (19) % (29) % (29) % Net income (loss) attributable to Viant Technology Inc.
Biggest changeThree Months Ended, December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Revenue $ 64,406 $ 59,585 $ 57,223 $ 41,720 $ 54,509 $ 48,830 $ 51,200 $ 42,629 Operating expenses (1) : Platform operations 32,654 30,965 33,523 23,337 32,051 27,530 30,950 26,194 Sales and marketing 12,644 14,146 11,691 12,169 15,966 16,949 17,286 13,756 Technology and development 6,539 6,151 6,172 5,894 5,704 5,576 5,011 5,003 General and administrative 11,687 11,142 11,088 11,428 9,994 11,650 11,725 11,083 Total operating expenses 63,524 62,404 62,474 52,828 63,715 61,705 64,972 56,036 Income (loss) from operations 882 (2,819) (5,251) (11,108) (9,206) (12,875) (13,772) (13,407) Total other expense (income), net (2,396) (2,328) (2,048) (1,732) (1,198) (449) 320 156 Income (loss) before income taxes 3,278 (491) (3,203) (9,376) (8,008) (12,426) (14,092) (13,563) Provision for (benefit from) income taxes (30) 181 — — — — — — Net income (loss) 3,308 (672) (3,203) (9,376) (8,008) (12,426) (14,092) (13,563) Less: Net income (loss) attributable to noncontrolling interests 2,682 (146) (2,140) (6,896) (5,815) (9,300) (10,691) (10,371) Net income (loss) attributable to Viant Technology Inc. $ 626 $ (526) $ (1,063) $ (2,480) $ (2,193) $ (3,126) $ (3,401) $ (3,192) Income (loss) per share of Class A common stock—basic (2) $ 0.04 $ (0.03) $ (0.07) $ (0.17) $ (0.15) $ (0.22) $ (0.24) $ (0.23) Income (loss) per share of Class A common stock—diluted (2) $ 0.04 $ (0.03) $ (0.07) $ (0.17) $ (0.15) $ (0.22) $ (0.24) $ (0.23) 54 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Three Months Ended, December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 (percentage of revenue*) Revenue 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Operating expenses (1) : Platform operations 51 % 52 % 59 % 56 % 59 % 56 % 60 % 61 % Sales and marketing 20 % 24 % 20 % 29 % 29 % 35 % 34 % 32 % Technology and development 10 % 10 % 11 % 14 % 10 % 11 % 10 % 12 % General and administrative 18 % 19 % 19 % 27 % 18 % 24 % 23 % 26 % Total operating expenses 99 % 105 % 109 % 127 % 117 % 126 % 127 % 131 % Income (loss) from operations 1 % (5) % (9) % (27) % (17) % (26) % (27) % (31) % Total other expense (income), net (4) % (4) % (4) % (4) % (2) % (1) % 1 % — % Income (loss) before income taxes 5 % (1) % (6) % (22) % 15 % (25) % (28) % (32) % Provision for (benefit from) income taxes — % — % — % — % — % — % — % — % Net income (loss) 5 % (1) % (6) % (22) % (15) % (25) % (28) % (32) % Less: Net income (loss) attributable to noncontrolling interests 4 % — % (4) % (17) % (11) % (19) % (21) % (24) % Net income (loss) attributable to Viant Technology Inc. 1 % (1) % (2) % (6) % (4) % (6) % (7) % (7) % * Percentages may not sum due to rounding (1) Depreciation, amortization, and stock-based compensation included in operating expenses for each quarter of our fiscal years ended December 31, 2023 and 2022 are as follows: 55 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Three Months Ended, December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Depreciation: Platform operations $ 3,360 $ 3,147 $ 2,910 $ 2,712 $ 2,567 $ 2,510 $ 2,573 $ 2,136 Sales and marketing — — — — — — — — Technology and development 397 386 383 393 396 432 223 595 General and administrative 141 145 144 147 145 147 153 136 Total depreciation $ 3,898 $ 3,678 $ 3,437 $ 3,252 $ 3,108 $ 3,089 $ 2,949 $ 2,867 Amortization: Platform operations $ — $ — $ — $ 58 $ 175 $ 175 $ 175 $ 175 Sales and marketing — — — — — — — — Technology and development — — — — — — — — General and administrative 102 102 102 102 102 102 102 112 Total amortization $ 102 $ 102 $ 102 $ 160 $ 277 $ 277 $ 277 $ 287 Stock-based compensation: Platform operations $ 917 $ 1,171 $ 1,124 $ 892 $ 1,139 $ 1,233 $ 1,303 $ 1,086 Sales and marketing 2,109 2,588 2,520 2,512 2,081 2,324 2,426 2,179 Technology and development 1,389 1,529 1,507 1,327 1,299 1,430 1,425 1,169 General and administrative 3,141 3,446 3,378 2,741 2,527 2,724 2,614 1,942 Total stock-based compensation $ 7,556 $ 8,734 $ 8,529 $ 7,472 $ 7,046 $ 7,711 $ 7,768 $ 6,376 See Note 4, Note 6 and Note 9 to our consolidated financial statements included elsewhere in this Annual Report for more information regarding depreciation, amortization and stock-based compensation expense, respectively.
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 consolidated financial statements and the related notes included within this Annual Report.
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 consolidated financial statements and the related notes included within this Annual Report.
In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Special Note Regarding Forward-Looking Statements ” and “ Risk Factors ” and discussed elsewhere in this Annual Report.
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 Annual Report.
Interest expense (income), net primarily consists of interest income on our cash and cash equivalents and interest expense on our long-term debt and revolving credit facility under the Loan Agreement with PNC Bank. Other expense (income), net . Other expense (income), net consists primarily of miscellaneous expenses not attributable to operations and foreign currency exchange gains and losses.
Interest expense (income), net primarily consists of interest income on our cash and cash equivalents and interest expense on our long-term debt and revolving credit facility under the Loan Agreement with PNC Bank. Other expense, net . Other expense, net primarily consists of miscellaneous expenses not attributable to operations and foreign currency exchange gains and losses.
We believe these measures enhance an overall understanding of our 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.
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.
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 restructuring charges, and transaction expenses.
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 restructuring and other charges and transaction expenses.
We make our platform available through different pricing options to tailor to multiple customer types and needs. These options consist of a percentage of spend option and a fixed CPM pricing option. “CPM” refers to a payment option in which customers pay a price for every 1,000 impressions an ad receives.
We make our platform available through different pricing options to tailor to multiple customer types and customer needs. These options consist of a percentage of spend option and a fixed CPM option. “CPM” refers to a payment option in which customers pay a price for every 1,000 impressions an ad receives.
Overview We are an advertising technology company. Our cloud-based demand side platform ("DSP"), Adelphic, enables the programmatic purchase of advertising, which is the electronification of the digital advertising buying process. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency and involve higher costs to buyers.
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.
Revenue is reported net of amounts incurred and payable to suppliers for the cost of advertising media, third-party data and other add-on features (collectively, “traffic acquisition costs” or “TAC”) since we arrange for the transfer of TAC from the supplier to the customer through the use of our platform and do not control such features prior to transfer to the customer.
Revenue is generally reported net of amounts incurred and payable to suppliers for the cost of advertising media, third-party data and other add-on features (collectively, “traffic acquisition costs” or “TAC”) since we arrange for the transfer of TAC from the supplier to the customer through the use of our platform and do not control such features prior to transfer to the customer.
We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition net versus gross assessment in our revenue arrangements, the assumptions used in the valuation models to determine the fair value of common units and stock-based compensation, and internal use software have the greatest potential impact on our consolidated financial statements.
We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition net versus gross assessment in our revenue arrangements, the assumptions used in the valuation models to determine the fair value of common stock and stock-based compensation, and internal use software have the greatest potential impact on our consolidated financial statements.
General and administrative expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation and employee benefit costs associated with our executive, accounting, finance, legal, human resources and other administrative personnel. Additionally, this includes accounting, legal and other professional services fees, insurance expense, bad debt expense and allocated overhead. Total Other Expense (Income), Net Interest expense (income), net .
General and administrative expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation and employee benefit costs associated with our executive, accounting, finance, legal, human resources and other administrative personnel. Additionally, this includes accounting, legal and other professional services fees, business insurance expense, bad debt expense and allocated overhead. Total Other Expense (Income), Net Interest expense (income), net .
Our primary uses of cash are capital expenditures to develop our software in support of enhancing our technology platform; purchases of property and equipment in support of our expanding headcount as a result of our growth; the payment of debt obligations used to finance our operations, capital expenditures, platform development and rapid growth; and future minimum payments under our non-cancelable operating leases.
Our primary uses of cash are capital expenditures to develop our technology in support of enhancing our platform; purchases of property and equipment in support of our expanding headcount as a result of our growth; the payment of debt obligations used to finance our operations, capital expenditures, platform development and rapid growth; and future minimum payments under our non-cancelable operating leases.
The following unaudited consolidated quarterly financial data should be read in conjunction with our annual audited consolidated financial statements and the related notes included elsewhere in this Annual Report. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.
The following unaudited quarterly condensed consolidated financial data should be read in conjunction with our annual audited consolidated financial statements and the related notes included elsewhere in this Annual Report. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.
Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis.
Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis.
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 that we are well positioned to capture more of our customers’ programmatic budgets.
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.
(2) The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation and restructuring charges attributed to the noncontrolling interests of our company outstanding during the period. 63 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) Year Ended December 31, 2021 Earnings (Loss) per Share Adjustments Non-GAAP Earnings (Loss) per Share Numerator Net loss $ (37,609) $ — $ (37,609) Adjustments: Add back: Stock-based compensation — 68,822 68,822 Less: Gain on extinguishment of debt — (6,110) (6,110) Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments (1) — (1,238) (1,238) Non-GAAP net income (loss) (37,609) 61,474 23,865 Less: Net income (loss) attributable to noncontrolling interests (2) (29,867) 49,897 20,030 Net income (loss) attributable to Viant Technology Inc.—basic (7,742) 11,577 3,835 Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs for Class A common stock — 253 253 Income tax benefit (expense) from the assumed exchange of RSUs for Class A common stock — (62) (62) Net income (loss) attributable to Viant Technology Inc.—diluted $ (7,742) $ 11,768 $ 4,026 Denominator Weighted-average shares of Class A common stock outstanding —basic 12,364 12,364 Effect of dilutive securities: Restricted stock units — 1,088 Nonqualified stock options — 8 Weighted-average shares of Class A common stock outstanding —diluted 12,364 13,460 Earnings (loss) per share of Class A common stock—basic $ (0.63) $ 0.94 $ 0.31 Earnings (loss) per share of Class A common stock—diluted $ (0.63) $ 0.93 $ 0.30 Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted: Restricted stock units 3,033 — Nonqualified stock options 220 — Shares of Class B common stock 47,107 47,107 Total shares excluded from earnings (loss) per share of Class A common stock—diluted 50,360 47,107 (1) The estimated income tax effect of our share of non-GAAP reconciling items are calculated using an assumed blended tax rate of 24%, which represents our expected corporate tax rate, excluding discrete and non-recurring tax items.
(3) The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation and restructuring charges attributed to the noncontrolling interests outstanding during the period. 66 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) Year Ended December 31, 2021 Earnings (Loss) per Share Adjustments Non-GAAP Earnings (Loss) per Share Numerator Net loss $ (37,609) $ — $ (37,609) Adjustments: Add back: Stock-based compensation — 68,822 68,822 Less: Gain on extinguishment of debt — (6,110) (6,110) Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments (1) — (1,238) (1,238) Non-GAAP net income (loss) (37,609) 61,474 23,865 Less: Net income (loss) attributable to noncontrolling interests (2) (29,867) 49,897 20,030 Net income (loss) attributable to Viant Technology Inc.—basic (7,742) 11,577 3,835 Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs for Class A common stock — 253 253 Income tax benefit (expense) from the assumed exchange of RSUs for Class A common stock — (62) (62) Net income (loss) attributable to Viant Technology Inc.—diluted $ (7,742) $ 11,768 $ 4,026 Denominator Weighted-average shares of Class A common stock outstanding —basic 12,364 12,364 Effect of dilutive securities: Restricted stock units — 1,088 Nonqualified stock options — 8 Weighted-average shares of Class A common stock outstanding —diluted 12,364 13,460 Earnings (loss) per share of Class A common stock—basic $ (0.63) $ 0.94 $ 0.31 Earnings (loss) per share of Class A common stock—diluted $ (0.63) $ 0.93 $ 0.30 Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted: Restricted stock units 3,033 — Nonqualified stock options 220 — Shares of Class B common stock 47,107 47,107 Total shares excluded from earnings (loss) per share of Class A common stock—diluted 50,360 47,107 (1) The estimated income tax effect of our share of non-GAAP reconciling items for the year ended December 31, 2021 is calculated using an assumed blended tax rate of 24%, which represents our expected corporate tax rate, excluding discrete and non-recurring tax items .
The extent of the impact of these factors on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted.
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.
These liabilities are classified as current if the respective performance obligations are anticipated to be satisfied during the succeeding 12-month period per the terms of the contract, and the remaining portion is recorded as non-current deferred revenue in the consolidated balance sheets. 68 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) ASC 606 provides various optional practical expedients.
These liabilities are classified as current if the respective performance obligations are anticipated to be satisfied during the succeeding 12-month period per the terms of the contract, and the remaining portion is recorded as non-current deferred revenue in the consolidated balance sheets. 71 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) ASC 606 provides various optional practical expedients.
We believe that the elimination of depreciation, amortization, stock-based compensation, TAC 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 discretionary 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.
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.
Revenue Recognition We generate our revenue by providing marketers and advertising agencies with the ability to plan, buy and measure their digital advertising campaigns using our people-based DSP, Adelphic.
Revenue Recognition We generate our revenue by providing marketers and advertising agencies with the ability to plan, buy and measure their digital advertising campaigns using our people-based DSP.
Cash Flows Used in Investing Activities Our primary investing activities have consisted of capital expenditures to develop our software in support of enhancing our technology platform and purchases of property and equipment in support of our growth.
Cash Flows Used in Investing Activities Our primary investing activities have consisted of capital expenditures to develop our technology in support of enhancing our platform and purchases of property and equipment in support of our growth.
As of December 31, 2022, the total unrecorded liability for our Tax Receivable Agreement is approximately $10.3 million. We assess our liquidity in terms of our ability to generate cash sufficient to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs.
As of December 31, 2023, the total unrecorded liability for our Tax Receivable Agreement is approximately $10.3 million. We assess our liquidity in terms of our ability to generate cash sufficient to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs.
Adelphic is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our people-based and strategic partner data to reach target audiences at scale.
Our 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 people-based and strategic partner data to reach target audiences at scale.
We capitalize costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized.
We capitalize costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized.
Adelphic is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards.
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 desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards.
Our platform enables marketers to reach their target audience across desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards. 67 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) We apply a five-step approach as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), in determining the amount and timing of revenue to be recognized: • Identification of a contract with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when or as the performance obligations are satisfied.
Our platform enables marketers and their advertising agencies to reach their target audience across desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards. 70 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) We apply a five-step approach as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), in determining the amount and timing of revenue to be recognized: • Identification of a contract with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when or as the performance obligations are satisfied.
As of December 31, 2022, we concluded that it was more likely than not that our deferred tax assets subject to the Tax Receivable Agreement would not be realized. Therefore, we currently do not expect to make payments under our Tax Receivable Agreement based on our estimates of future taxable income.
As of December 31, 2023, we concluded that it was more likely than not that our deferred tax assets subject to the Tax Receivable Agreement would not be realized. Therefore, we currently do not expect to make payments under our Tax Receivable Agreement based on our estimates of future taxable income.
Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred.
Software development activities typically consist of three stages: (1) the planning stage; (2) the application and infrastructure development stage; and (3) the post-implementation stage. Costs incurred in the planning and post-implementation stages, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred.
Reconciliations of these non-GAAP financial measures for each quarter of our fiscal years ended December 31, 2022 and 2021 to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented below.
Reconciliations of these non-GAAP financial measures for each quarter of our fiscal years ended December 31, 2023 and 2022 to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented below.
Fiscal 2021 Changes in Cash Flows For the comparison of fiscal 2021 to fiscal 2020, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources" included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2021, filed with the SEC on March 10, 2022 under the subheading "Liquidity and Capital Resources".
Fiscal 2022 Changes in Cash Flows For the comparison of fiscal 2022 to fiscal 2021, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources" included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2022, filed with the SEC on March 2, 2023 under the subheading "Liquidity and Capital Resources".
This decrease was primarily attributable to a $7.9 million decrease in stock-based compensation driven by RSUs that were granted in connection with our IPO, a portion of which became fully vested during the prior year, partially offset by a $1.5 million increase in personnel costs driven by increased headcount, a $1.4 million increase in bad debt reserves, a $1.3 million increase in travel and entertainment expenses, a $0.8 million increase in business insurance and tax, legal, and consulting expenses associated with general corporate and compliance matters, a $0.2 million increase in software license and subscription costs, a $0.1 million increase in recruiting expenses, and a $0.1 million increase in facilities expense.
This decrease was primarily attributable to a $7.9 million decrease in stock-based compensation driven by RSUs that were granted in connection with our IPO, a portion of which became fully vested during the year ended December 31, 2021, partially offset by a $1.5 million increase in personnel costs driven by increased headcount, a $1.4 million increase in bad debt reserves, a $1.3 million increase in travel and entertainment expenses, a $0.8 million increase in business insurance and tax, legal, and consulting expenses associated with general corporate and compliance matters, a $0.2 million increase in software license and subscription costs, a $0.1 million increase in recruiting expenses and a $0.1 million increase in facilities expense.
Because of these and other limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, net income (loss) and cash flows.
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.
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 in understanding and evaluating our results of operations in the same manner as our management and board of directors.
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.
The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we 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.
The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies.
The following discusses our financial condition and results of operations for our fiscal year ended December 31, 2022 compared to our fiscal year ended December 31, 2021 as well as discussions of our financial condition and results of operations for our fiscal year ended December 31, 2021 compared to our fiscal year ended December 31, 2020.
The following discusses our financial condition and results of operations for our fiscal year ended December 31, 2023 compared to our fiscal year ended December 31, 2022 as well as discussions of our financial condition and results of operations for our fiscal year ended December 31, 2022 compared to our fiscal year ended December 31, 2021.
This decrease was partially offset by a $2.1 million increase in depreciation, a $1.8 million increase in cloud costs due to continued enhancements to our cloud infrastructure, a $1.3 million increase in third-party costs in support of our Adelphic platform, a $0.1 million increase in facilities expense, and a $0.1 million increase in travel and entertainment expenses.
This decrease was partially offset by a $2.1 million increase in depreciation, a $1.8 million increase in cloud costs due to continued enhancements to our cloud infrastructure, a $1.3 million increase in third-party costs in support of our DSP, a $0.1 million increase in facilities expense and a $0.1 million increase in travel and entertainment expenses.
We intend to continue investing in critical areas of our business in 2023 to further accelerate demand for our product and growth across the platform.
We intend to continue investing in critical areas of our business in 2024 to further accelerate demand for our product and growth across the platform.
This decrease was primarily attributable to a $7.0 million decrease in stock-based compensation driven by RSUs that were granted in connection with our IPO, a portion of which became fully vested during the prior year, partially offset by a $1.1 million increase in personnel costs driven by increased headcount, a $1.0 million increase in cloud infrastructure costs, a $0.5 million increase in consulting expenses, a $0.1 million increase in travel and entertainment expenses and a $0.1 million increase in facilities expense.
This decrease was primarily attributable to a $7.0 million decrease in stock-based compensation driven by RSUs that were granted in connection with our IPO, a portion of which became fully vested during the year ended December 31, 2021, partially offset by a $1.1 million increase in personnel costs driven by increased headcount, a $1.0 million increase in cloud infrastructure costs, a $0.5 million increase in consulting expenses, a $0.1 million increase in travel and entertainment expenses and a $0.1 million increase in facilities expense.
Because of these and other 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.
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.
Because of these and other 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.
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.
See Note 2—Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report for additional information. Recently Issued Accounting Pronouncements For information regarding recently issued accounting pronouncements, see Note 2—Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report. 69
Recently Issued Accounting Pronouncements For information regarding recently issued accounting pronouncements, see Note 2—Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report. 72
Non-GAAP earnings (loss) per share of Class A common stock — basic 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 charges, transaction expenses and the extinguishment of debt.
Non-GAAP earnings (loss) per share of Class A common stock — basic 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.
We believe our existing cash and cash equivalents, cash flow from revenues derived from the programmatic purchase of advertising on our platform, and the undrawn availability under our revolving credit facility from the Loan Agreement with PNC Bank will be sufficient to meet our cash requirements over the next 12 months.
We believe our existing cash and cash equivalents, cash flow from revenues derived from the programmatic purchase of advertising on our platform and the undrawn availability under our revolving credit facility from the Amended Loan Agreement will be sufficient to meet our cash requirements over the next 12 months.
In particular, we believe that the elimination of stock-based compensation, gain on debt extinguishment, and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs.
In particular, we believe that the elimination of stock-based compensation, restructuring and other charges, the extinguishment of debt, 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.
We anticipate that our operating expenses will continue to increase in the foreseeable future as we invest in platform operations, technology and development to enhance our product capabilities including the integration of new advertising channels, and in sales and marketing to acquire new customers and increase our customers’ usage of our platform.
We anticipate that our operating expenses will continue to increase in 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 expect platform operations expenses to increase in future periods, including as a result of stock-based compensation and depreciation of capitalized software development costs as we continue to invest in the development of our platform to add new features and functions, increase the number of advertising media and data suppliers, ramp up the volume of advertising spend on our platform resulting in increased volumes of transactions, and hire additional personnel to support our customers.
We expect platform operations expenses to increase in future periods, primarily as a result of depreciation of capitalized software development costs, hosting costs and personnel costs as we continue to invest in the development of our platform to add new features and functions, increase the number of advertising media and data suppliers, ramp up the volume of advertising spend on our platform resulting in increased volumes of transactions, and hire additional personnel to support our customers.
(2) The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation and gain on extinguishment of debt attributed to the noncontrolling interests of our company outstanding during the period. 64 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) Liquidity and Capital Resources As of December 31, 2022, we had cash and cash equivalents of $206.6 million and working capital, consisting of current assets less current liabilities, of $227.7 million.
(2) The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation and gain on extinguishment of debt attributed to the noncontrolling interests outstanding during the period. 67 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) Liquidity and Capital Resources As of December 31, 2023, we had cash and cash equivalents of $216.5 million and working capital, consisting of current assets less current liabilities, of $231.6 million, compared to cash and cash equivalents of $206.6 million and working capital of $227.7 million as of December 31, 2022.
On February 9, 2021, in connection with our IPO, we entered into the Tax Receivable Agreement with Viant Technology LLC, continuing members of Viant Technology LLC and the TRA Representative, as described under Note 11—Income Taxes and Tax Receivable Agreement to our consolidated financial statements included elsewhere in this Annual Report.
On February 9, 2021, in connection with our IPO, we entered into a tax receivable agreement (the "Tax Receivable Agreement") with Viant Technology LLC, continuing members of Viant Technology LLC (our "pre-IPO owners") and the TRA Representative (as defined in the Tax Receivable Agreement), as described under Note 10—Income Taxes and Tax Receivable Agreement to our consolidated financial statements included elsewhere in this Annual Report.
This decrease was primarily driven by a $10.2 million decrease in TAC, a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option and an $8.3 million decrease in stock-based compensation expense primarily driven by restricted stock units ("RSUs") that were granted in connection with our IPO, a portion of which became fully vested during the prior year.
This decrease was primarily driven by a $10.2 million decrease in TAC, a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option and an $8.3 million decrease in stock-based compensation expense primarily driven by restricted stock units ("RSUs") that were granted in connection with our initial public offering ("IPO"), a portion of which became fully vested during the year ended December 31, 2021.
Our sales and marketing organization focuses on marketing our platform to increase its adoption by existing and new customers. As a result, we expect sales and marketing expenses to increase in future periods, including as a result of stock-based compensation, as we increase our sales and marketing team and our focus on market development programs.
Our sales and marketing organization focuses on marketing our platform to increase its adoption by existing and new customers. As a result, we expect sales and marketing expenses to increase in future periods as we increase our sales and marketing team and our focus on market development programs.
Our Loan Agreement with PNC Bank imposes, and any future credit facilities may impose, limitations on our ability and the ability of Viant Technology LLC to pay dividends to third parties.
Our Amended Loan Agreement imposes, and any future credit facilities may impose, limitations on our ability and the ability of Viant Technology LLC to pay dividends to third parties.
We also offer different service options to our customers accessing our platform under an MSA or an IO to enable them to use our services to aid them in data management, media execution and advanced reporting.
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.
We generate revenue when our platform is used on a self-service basis by charging a platform fee that is a percentage of spend as well as fees for additional features such as data and advanced reporting. We also offer our customers the ability to use our services to aid in data management, media execution and advanced reporting.
We generate revenue when our platform is used on a self-service basis by charging a platform fee that is a percentage of spend. We also offer our customers the ability to use our services to aid in data management, media execution and advanced reporting.
Our primary sources of cash are revenues derived from the programmatic purchase of advertising on our platform and our existing cash and cash equivalents, although we have, and may in the future, address our liquidity needs by utilizing our borrowing capacity under our Loan Agreement with PNC Bank, obtaining debt financing from other sources, or raising additional funds by issuing equity.
Our primary sources of cash are revenues derived from the programmatic purchase of advertising on our platform and our existing cash and cash equivalents, although we have addressed, and may in the future address, our liquidity needs by utilizing our borrowing capacity under the asset-based revolving credit and security agreement we have with PNC Bank (as amended in April 2023) (the "Amended Loan Agreement"), obtaining debt financing from other sources or raising additional funds by issuing equity.
As of December 31, 2022, we were in compliance with this covenant, and we do not believe this covenant or any other provision in the Loan Agreement will materially impact our liquidity or otherwise restrict our ability to execute on our business plan during or beyond the next 12 months.
As of December 31, 2023, we would have been in compliance with this covenant, if applicable, and we do not believe this covenant or any other provision in the Amended Loan Agreement will materially impact our liquidity or otherwise restrict our ability to execute on our business plan during or beyond the next 12 months.
For the years ended December 31, 2022 and 2021, Class B common stock and nonqualified stock options amounts 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 the if-converted and treasury stock method, respectively. 62 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) The following table presents the reconciliations 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 years ended December 31, 2022 and 2021.
For the year ended December 31, 2022, 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 the if-converted and treasury stock method. 64 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and 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 years ended December 31, 2023, 2022 and 2021.
These non-GAAP financial measures include contribution ex-TAC, average contribution ex-TAC per active customer, adjusted EBITDA, adjusted EBITDA as a percentage of contribution ex-TAC, non-GAAP net income (loss), non-GAAP earnings (loss) per share of Class A common stock—basic and diluted, and non-GAAP operating expenses, each of which are discussed immediately following the table below, along with the operational performance measure of active customers.
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.
The following table presents the calculation of net income (loss) as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented: Year Ended December 31, 2022 2021 2020 Gross profit $ 80,443 $ 94,523 $ 76,991 Net income (loss) $ (48,089) $ (37,609) $ 20,638 Net income (loss) as a percentage of gross profit (60) % (40) % 27 % Contribution ex-TAC (1) $ 124,728 $ 141,500 $ 110,516 Adjusted EBITDA $ (6,132) $ 37,108 $ 31,782 Adjusted EBITDA as a percentage of contribution ex-TAC (5) % 26 % 29 % (1) For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “ —Average contribution ex-TAC per active customer .” 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 charges, transaction expenses and the extinguishment of debt.
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: Year Ended December 31, 2023 2022 2021 Gross profit $ 102,455 $ 80,443 $ 94,523 Net loss $ (9,943) $ (48,089) $ (37,609) Net loss as a percentage of gross profit (10) % (60) % (40) % Contribution ex-TAC (1) $ 143,382 $ 124,728 $ 141,500 Adjusted EBITDA $ 29,101 $ (6,132) $ 37,108 Adjusted EBITDA as a percentage of contribution ex-TAC 20 % (5) % 26 % (1) For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “ —Contribution ex-TAC .” 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.
As of December 31, 2022, our material cash requirements from known contractual obligations included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $4.6 million in 2023, $4.4 million in 2024, $4.3 million in 2025, $4.3 million in 2026, and $4.2 million in 2027, as well as non-cancelable contractual agreements related to the hosting of our data storage processing, storage, and other computing services.
As of December 31, 2023, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $4.6 million in 2024, $4.4 million in 2025, $4.4 million in 2026, $4.3 million in 2027, and $3.2 million in 2028, and non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, which we estimate will be approximately $7.1 million in 2024, $5.9 million in 2025, and $1.5 million in 2026.
Personnel costs within platform operations include salaries, bonuses, stock-based compensation and employee benefit costs primarily attributable to personnel who directly support our platform. Other than TAC, many of the costs included in platform operations expense do not increase or decrease proportionately with increases or decreases in our revenue.
Personnel costs within platform operations include salaries, bonuses, stock-based compensation and employee benefit costs primarily attributable to personnel who directly support our platform. 47 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Other than TAC, many of the costs included in platform operations expense do not increase or decrease proportionately with increases or decreases in our revenue.
As we act as the principal in these arrangements, we report revenue and the related costs incurred on a gross basis. For the fixed CPM pricing option, we typically bill customers a fixed CPM price based on advertising impressions delivered through the platform and recognize revenue at the point in time when the advertising impressions are delivered.
For the fixed CPM pricing option, we typically bill customers a fixed CPM price based on advertising impressions delivered through the platform and recognize revenue at the point in time when the advertising impressions are delivered.
Sales and marketing expense increased by $36.2 million, or 125%, during the year ended December 31, 2021 compared to the year ended December 31, 2020.
Sales and marketing expense decreased by $1.1 million, or 2%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
Year Ended December 31, 2022 Earnings (Loss) per Share Adjustments Non-GAAP Earnings (Loss) per Share Numerator Net loss $ (48,089) $ — $ (48,089) Adjustments: Add back: Stock-based compensation — 28,901 28,901 Add back: Restructuring — 1,406 1,406 Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments (1) — 1,972 1,972 Non-GAAP net income (loss) (48,089) 32,279 (15,810) Less: Net income (loss) attributable to noncontrolling interests (2) (36,176) 22,811 (13,365) Net income (loss) attributable to Viant Technology Inc.—basic (11,913) 9,468 (2,445) Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs for Class A common stock — — — Income tax benefit (expense) from the assumed exchange of RSUs for Class A common stock — — — Net income (loss) attributable to Viant Technology Inc.—diluted $ (11,913) $ 9,468 $ (2,445) Denominator Weighted-average shares of Class A common stock outstanding —basic 14,185 14,185 Effect of dilutive securities: Restricted stock units — — Nonqualified stock options — — Weighted-average shares of Class A common stock outstanding —diluted 14,185 14,185 Earnings (loss) per share of Class A common stock—basic $ (0.84) $ 0.67 $ (0.17) Earnings (loss) per share of Class A common stock—diluted $ (0.84) $ 0.67 $ (0.17) Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted: Restricted stock units 3,928 3,928 Nonqualified stock options 3,661 3,661 Shares of Class B common stock 47,082 47,082 Total shares excluded from earnings (loss) per share of Class A common stock—diluted 54,671 54,671 (1) The estimated income tax effect of our share of non-GAAP reconciling items are calculated using an assumed blended tax rate of 45%, which represents our expected corporate tax rate, excluding discrete and non-recurring tax items.
(3) The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation and restructuring charges attributed to the noncontrolling interests outstanding during the period. 65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) Year Ended December 31, 2022 Earnings (Loss) per Share Adjustments Non-GAAP Earnings (Loss) per Share Numerator Net loss $ (48,089) $ — $ (48,089) Adjustments: Add back: Stock-based compensation — 28,901 28,901 Add back: Restructuring and other (1) — 1,406 1,406 Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments (2) — 1,972 1,972 Non-GAAP net income (loss) (48,089) 32,279 (15,810) Less: Net income (loss) attributable to noncontrolling interests (3) (36,176) 22,811 (13,365) Net income (loss) attributable to Viant Technology Inc.—basic (11,913) 9,468 (2,445) Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs for Class A common stock — — — Income tax benefit (expense) from the assumed exchange of RSUs for Class A common stock — — — Net income (loss) attributable to Viant Technology Inc.—diluted $ (11,913) $ 9,468 $ (2,445) Denominator Weighted-average shares of Class A common stock outstanding —basic 14,185 14,185 Effect of dilutive securities: Restricted stock units — — Nonqualified stock options — — Weighted-average shares of Class A common stock outstanding —diluted 14,185 14,185 Earnings (loss) per share of Class A common stock—basic $ (0.84) $ 0.67 $ (0.17) Earnings (loss) per share of Class A common stock—diluted $ (0.84) $ 0.67 $ (0.17) Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted: Restricted stock units 3,928 3,928 Nonqualified stock options 3,661 3,661 Shares of Class B common stock 47,082 47,082 Total shares excluded from earnings (loss) per share of Class A common stock—diluted 54,671 54,671 (1) Restructuring and other includes severance and other charges related to a reduction in force for the year ended December 31, 2022.
When customers utilize our services, we generate revenue by charging a (1) separate service fee that represents a percentage of spend in addition to the platform fee; or (2) a fixed CPM that is inclusive of media, other direct costs and services.
When customers utilize these services, we generate revenue by charging (1) a separate service fee that represents a percentage of spend in addition to the platform fee; (2) a flat monthly fee; or (3) a fixed CPM.
Capitalization ends once a project is substantially complete and the software is ready for its intended purpose, at which point the software begins to be depreciated over its estimated useful life. JOBS Act Accounting Election On April 5, 2012, the JOBS Act was signed into law.
Capitalization ends once a project is substantially complete and the software is ready for its intended purpose, at which point the software begins to be depreciated over its estimated useful life.
We continue to actively monitor the impact of these macroeconomic factors on our results of operations, financial condition and cash flows, and on our clients, partners, industry and employees, and have slowed the pace of further investments in sales and marketing as a result of these factors.
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.
We further evaluate our customers' usage of our platform and assess our market penetration and scale based on the percentage change in advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee we charge clients.
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.
Sales and Marketing Year Ended December 31, 2022 vs 2021 Change 2021 vs 2020 Change 2022 2021 2020 $ % $ % Sales and marketing $ 63,957 $ 65,042 $ 28,887 $ (1,085) (2) % $ 36,155 125 % Percentage of revenue 32 % 29 % 17 % Sales and marketing expense decreased by $1.1 million, or 2%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
Sales and Marketing Year Ended December 31, 2023 vs 2022 Change 2022 vs 2021 Change 2023 2022 2021 $ % $ % Sales and marketing $ 50,650 $ 63,957 $ 65,042 $ (13,307) (21) % $ (1,085) (2) % Percentage of revenue 23 % 32 % 29 % Sales and marketing expense decreased by $13.3 million, or 21%, during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Technology and development expense increased by $16.7 million, or 192%, during the year ended December 31, 2021 compared to the year ended December 31, 2020.
Technology and development expense decreased by $4.1 million, or 16%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
The decrease from the prior year was primarily due to a $6.1 million prior-year gain on debt extinguishment which was a result of the forgiveness of our Paycheck Protection Program Loan (the “PPP Loan”), partially offset by a 49 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) $1.9 million increase in interest income.
The decrease from the prior year was primarily due to a $6.1 million gain on debt extinguishment in 2021, which was a result of the forgiveness of our Paycheck Protection Program Loan (the “PPP Loan”), partially offset by a $1.9 million increase in interest income.
Accordingly, we believe 59 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) that adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors.
Accordingly, we believe that adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors.
Gain on extinguishment of debt consists of the gain recognized from the forgiveness of the PPP Loan in whole, including all accrued unpaid interest. 45 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Results of Operations The following tables set forth our consolidated results of operations, our consolidated results 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 fiscal years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Consolidated Statements of Operations Data: Revenue $ 197,168 $ 224,127 Operating expenses (1): Platform operations 116,725 129,604 Sales and marketing 63,957 65,042 Technology and development 21,294 25,372 General and administrative 44,452 46,904 Total operating expenses 246,428 266,922 Loss from operations (49,260) (42,795) Total other expense (income), net (1,171) (5,186) Net loss (48,089) (37,609) Less: Net loss attributable to noncontrolling interests (36,176) (29,867) Net loss attributable to Viant Technology Inc. $ (11,913) $ (7,742) Year Ended December 31, 2022 2021 (% of revenue*) Consolidated Statements of Operations Data: Revenue 100 % 100 % Operating expenses (1): Platform operations 59 % 58 % Sales and marketing 32 % 29 % Technology and development 11 % 11 % General and administrative 23 % 21 % Total operating expenses 125 % 119 % Loss from operations (25) % (19) % Total other expense (income), net (1) % (2) % Net loss (24) % (17) % Less: Net loss attributable to noncontrolling interests (18) % (13) % Net loss attributable to Viant Technology Inc.
Gain on extinguishment of debt consists of the gain recognized from the forgiveness of the PPP Loan in whole, including all accrued unpaid interest. 48 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Results of Operations The following tables present our consolidated results of operations, our consolidated results 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 fiscal years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Consolidated Statements of Operations Data: Revenue $ 222,934 $ 197,168 Operating expenses (1): Platform operations 120,479 116,725 Sales and marketing 50,650 63,957 Technology and development 24,756 21,294 General and administrative 45,345 44,452 Total operating expenses 241,230 246,428 Loss from operations (18,296) (49,260) Total other expense (income), net (8,504) (1,171) Loss before income taxes (9,792) (48,089) Provision for income taxes 151 — Net loss (9,943) (48,089) Less: Net loss attributable to noncontrolling interests (6,500) (36,176) Net loss attributable to Viant Technology Inc. $ (3,443) $ (11,913) Year Ended December 31, 2023 2022 (% of revenue*) Consolidated Statements of Operations Data: Revenue 100 % 100 % Operating expenses (1): Platform operations 54 % 59 % Sales and marketing 23 % 32 % Technology and development 11 % 11 % General and administrative 20 % 23 % Total operating expenses 108 % 125 % Loss from operations (8) % (25) % Total other expense (income), net (4) % (1) % Loss before income taxes (4) % (24) % Provision for income taxes — % — % Net loss (4) % (24) % Less: Net loss attributable to noncontrolling interests (3) % (18) % Net loss attributable to Viant Technology Inc.
During the year ended December 31, 2021, cash provided by operating activities of $28.7 million resulted primarily from a net loss of $37.6 million offset by non-cash add back adjustments to net loss of $68.8 million for stock-based compensation, $11.1 million for depreciation and amortization, $0.3 million in other liabilities, $0.2 million in a loss on disposal of assets, $0.1 million in recovery of doubtful accounts, and a gain on debt extinguishment of $6.1 million, offset by a decrease in net working capital (excluding deferred revenue and other liabilities) of $6.2 million and deferred revenue of $1.8 million.
During the year ended December 31, 2022, cash used in operating activities of $3.5 million resulted primarily from a net loss of $48.1 million offset by non-cash add back adjustments to net loss of $28.9 million for stock-based compensation, $13.1 million for depreciation and amortization, $2.9 million of amortization of operating lease assets and an increase in net working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $6.1 million, offset by a decrease in deferred revenue of $6.4 million, a decrease in operating lease liabilities of $1.6 million and a decrease in other liabilities of $0.3 million.
General and Administrative Year Ended December 31, 2022 vs 2021 Change 2021 vs 2020 Change 2022 2021 2020 $ % $ % General and administrative $ 44,452 $ 46,904 $ 17,639 $ (2,452) (5) % $ 29,265 166 % Percentage of revenue 23 % 21 % 11 % General and administrative expense decreased by $2.5 million, or 5%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
General and Administrative Year Ended December 31, 2023 vs 2022 Change 2022 vs 2021 Change 2023 2022 2021 $ % $ % General and administrative $ 45,345 $ 44,452 $ 46,904 $ 893 2 % $ (2,452) (5) % Percentage of revenue 20 % 23 % 21 % General and administrative expense increased by $0.9 million, or 2%, during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Total Other Expense (Income), Net Year Ended December 31, 2022 vs 2021 Change 2021 vs 2020 Change 2022 2021 2020 $ % $ % Total other expense (income), net $ (1,171) $ (5,186) $ 1,129 $ 4,015 (77) % $ (6,315) (559) % Percentage of revenue (1) % (2) % 1 % Total other income, net decreased by $4.0 million, or 77%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
Total Other Expense (Income), Net Year Ended December 31, 2023 vs 2022 Change 2022 vs 2021 Change 2023 2022 2021 $ % $ % Total other expense (income), net $ (8,504) $ (1,171) $ (5,186) $ (7,333) 626 % $ 4,015 (77) % Percentage of revenue (4) % (1) % (2) % Total other income, net increased by $7.3 million during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Cash flows used in operating activities during fiscal 2022 resulted primarily from: • a decrease of $48.1 million from net loss; • an increase of $46.7 million due to non-cash add back adjustments to net loss primarily comprised of $28.9 million for stock-based compensation, $13.1 million for depreciation and amortization, and $2.9 million of amortization of operating lease assets; • an increase of $6.1 million from changes in working capital (excluding deferred revenue, other liabilities, and operating lease liabilities), including a net increase of $4.2 in accounts receivable, prepaid assets and other assets primarily related to lower sales and timing of customer collections due to seasonal fluctuations, as well as an increase of $2.0 million in accounts payable, accrued liabilities and accrued compensation primarily related to timing of payments; • a decrease in deferred revenue of $6.4 million primarily related to a modification agreement with a customer whereby we paid a sum to the customer in exchange for the full, final and immediate termination of certain deferred revenue liabilities ; • a decrease in operating lease liabilities of $ 1.6 million; and • a decrease in other liabilities of $0.3 million.
Cash flows provided by operating activities during the year ended December 31, 2023 resulted primarily from: • a decrease of $9.9 million from net loss; • an increase of $51.2 million due to non-cash add back adjustments to net loss primarily comprised of $32.3 million for stock-based compensation, $14.7 million for depreciation and amortization and $4.0 million of amortization of operating lease assets; • a decrease of $0.6 million from changes in working capital (excluding deferred revenue, other liabilities, and operating lease liabilities), including a net decrease of $16.2 million in accounts receivable, prepaid assets and other assets primarily related to higher sales and timing of customer collections due to seasonal fluctuations as well as an increase of $15.6 million in accounts payable, accrued liabilities and accrued compensation primarily related to timing of payments; • an increase in deferred revenue of $0.2 million; • a decrease in operating lease liabilities of $3.8 million; and • an increase in other liabilities of $0.7 million.
This increase was primarily due to a $25.6 million increase in stock-based compensation, a $6.4 million increase in personnel costs and overhead, which was allocated to sales and marketing as a result of the departments’ increased headcount relative to other departments, a $2.9 million increase in advertising, a $0.2 million increase in facilities expense, a $0.2 increase in software license expenses and a $0.8 million increase in travel and entertainment expenses. 48 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Technology and Development Year Ended December 31, 2022 vs 2021 Change 2021 vs 2020 Change 2022 2021 2020 $ % $ % Technology and development $ 21,294 $ 25,372 $ 8,698 $ (4,078) (16) % $ 16,674 192 % Percentage of revenue 11 % 11 % 5 % Technology and development expense decreased by $4.1 million, or 16%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
This decrease was primarily due to a $16.6 million decrease in stock-based compensation driven by RSUs that were granted in connection with our IPO, a portion of which became fully vested during the year ended December 31, 2021, partially offset by a $7.4 million increase in personnel costs driven by increased headcount, a $5.2 million increase in advertising expense, a $1.8 million increase in travel and entertainment expenses, a $0.4 million increase in software license expenses, a $0.4 million increase in facilities expense and a $0.2 million increase in consulting expenses. 51 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Technology and Development Year Ended December 31, 2023 vs 2022 Change 2022 vs 2021 Change 2023 2022 2021 $ % $ % Technology and development $ 24,756 $ 21,294 $ 25,372 $ 3,462 16 % $ (4,078) (16) % Percentage of revenue 11 % 11 % 11 % Technology and development expense increased by $3.5 million, or 16%, during the year ended December 31, 2023 compared to the year ended December 31, 2022.
General and administrative expense increased by $29.3 million, or 166%, during the year ended December 31, 2021 compared to the year ended December 31, 2020.
General and administrative expense decreased by $2.5 million, or 5%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
Our cash flows used in investing activities for fiscal 2022 was $8.8 million, a net increase of $1.5 million, or 20%, from cash flows used in investing activities for fiscal 2021 of $7.4 million.
Our cash flows used in investing activities for the year ended December 31, 2023 was $13.5 million, a net increase of $4.7 million, or 53%, from cash flows used in investing activities for the year ended December 31, 2022 of $8.8 million.
Cash flows used in investing activities during fiscal 2022 resulted primarily from: • $8.1 million of investments in capitalized software to develop our software in support of enhancing our technology platform; and • $0.8 million of purchases of property and equipment.
Cash flows used in investing activities for the year ended December 31, 2023 resulted primarily from: • $12.3 million of investments in capitalized software to develop our technology in support of enhancing our platform; and • $1.2 million of purchases of property and equipment.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+1 added−1 removed1 unchanged
Biggest changeInterest Rate Risk We are exposed to market risk from changes in interest rates on our Loan Agreement, which accrues interest at a variable rate. We have not used any derivative financial instruments to manage our interest rate risk exposure.
Biggest changeInterest Rate Risk We may be exposed to market risk from changes in interest rates on our Amended Loan Agreement, which accrues interest at a variable rate. We have not used any derivative financial instruments to manage our interest rate risk exposure.
Removed
Based upon the principal balance owed on our revolving credit facility as of December 31, 2022, a hypothetical one percentage point increase or decrease in the interest rate under our revolving credit facility would result in a de minimis change in interest expense for the year ended December 31, 2022.
Added
As of December 31, 2023, we had no outstanding balances on our revolving credit facility and had no market risk from changes in interest rates as of such date.

Other DSP 10-K year-over-year comparisons