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What changed in Viant Technology Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Viant Technology Inc.'s 2023 and 2024 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 2024 report.

+430 added−377 removedSource: 10-K (2025-03-03) vs 10-K (2024-03-04)

Top changes in Viant Technology Inc.'s 2024 10-K

430 paragraphs added · 377 removed · 328 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

84 edited+21 added−19 removed67 unchanged
Biggest changeCurrently, 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.
Biggest changeCurrently, our focus is primarily on the U.S. 6 market, which eMarketer has forecasted to grow from $403 billion in 2025 to $471 billion in 2027 in the United States, an 8% CAGR, primarily including the following segments: • CTV: U.S.
This, we believe, will drive an industry shift away from cookie-based DSPs to scaled people-based DSPs. Brands directly selecting advertising platform solutions: Marketers are increasingly becoming directly involved in the selection of their advertising platform solutions as they seek to reduce costs, better leverage their customer data and gain more control over their advertising.
This, we believe, will drive an industry shift away from cookie-based DSPs to scaled people-based DSPs. Brands directly selecting advertising platform solutions: Marketers are increasingly becoming directly involved in the selection of their advertising platform solutions as they seek to reduce costs, better leverage their customer data and gain more control over their advertising and data.
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.
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. 10 • Onboarding.
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.
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. Programmatic advertising has proven its value to marketers and an increasing number of organizations are devoting more of their digital ad spend to it.
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.
The experience of our management team has allowed us to continue to be innovative in developing solutions for our customers. • Business Model: Because we have 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 12 seek to accomplish these objectives by presenting at industry conferences, hosting customer conferences, publishing white papers and research, conducting public relations activities and advertising campaigns, and maintaining an active social media presence.
We seek to accomplish these objectives by presenting at industry conferences, hosting customer conferences, publishing white papers and research, conducting public relations activities and advertising campaigns, and maintaining an active social media presence.
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 scaled competitors with self-service capabilities.
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.
We have an experienced sales team focused on selling access to our platform in our target markets and industry verticals, 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.
Accordingly, we are subject to numerous data privacy and security obligations, including laws, regulations, guidance, and industry standards related to data privacy and security.
Accordingly, we are subject to numerous and global data privacy and security obligations, including laws, regulations, guidance, and industry standards related to data privacy and security.
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.
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 ViantAI and automation features and user interface, and to increase the number of advertising and data inventory integrations in various channels.
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 .
Household ID: Our DSP has exclusive access to the HHID, making it a 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 .
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.
Household ID™: Our proprietary 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.
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.
Moreover, certain data privacy laws, including in California, Colorado, and numerous 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.
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.
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 CTV streaming service, which was acquired by Comcast Corp. in 2020.
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.
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, and measurability for success today.
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 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 tradenames, trademarks and service marks are the property of Viant Technology LLC.
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.
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 or personal data ("Personal Information"), as those and similar 12 terms are defined under various applicable laws.
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.
Our holistic, omnichannel DSP enables brands and agencies to seamlessly target and measure key audiences across leading supply from premium publishers within CTV, streaming audio, digital out-of-home, mobile, desktop and more without having to constantly switch between platforms. • Comprehensive Forecasting.
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.
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 a streaming ad on CTVs, an ad in a digital billboard on the side of the highway, an ad in a mobile application, an ad during a podcast or other streaming audio, or a dynamically personalized ad on any website, all within a single user interface.
In addition, people-based data can offer greater transparency to consumers with respect to who is collecting their data and what it is being used for and can offer more robust choices to delete or stop use of their data for personalized advertising.
In addition, our HHID can offer greater transparency to consumers with respect to who is collecting their data and what it is being used for and can offer more robust choices to delete or stop use of their data for personalized advertising.
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 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 proprietary Household ID ("HHID") and strategic partner data to reach target audiences at scale.
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 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 14 HHID, we own intellectual property related to our owned site, Myspace.com.
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.
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 connected TV ("CTV"), streaming audio, digital out-of-home, mobile and desktop.
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.
Using our identity resolution capabilities led by our patented HHID 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 replace cookies in delivering personalized advertising, particularly for identification.
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.
We have grown from a business operating from a home office to a company with approximately 376 employees in 10 offices throughout the United States at the end of 2024.
Our matching of people-based identifiers enables us to be the nexus point with more than 70 data partners, providing customers with deep access to people-based data across market verticals such as automotive, entertainment, professional services, retail, consumer packaged goods, travel and tourism, and healthcare.
Our HHID enables us to be the nexus point with more than 70 data partners, providing customers with deep access to data across market verticals such as automotive, entertainment, professional services, retail, consumer packaged goods, travel and tourism, and healthcare.
We help expand the reach of an existing audience segment or prospect list for new customers for extended scale of critical audiences. • People-Based Targeting and Data Integrations. Viant’s people-based approach allows brands to connect with real households and individuals with accurate reach and frequency.
We help expand the reach of an existing audience segment or prospect list for new customers for extended scale of critical audiences. • Household ID Targeting and Data Integrations. Viant’s HHID allows brands to connect with real households and individuals with accurate reach and frequency.
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.
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, 2024, we held 57 issued patents, 21 pending patent applications and 300 issued trademarks.
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.
Our platform measures ROAS across all channels and empowers our customers with real-time insights, 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 Identity-Based Capabilities: Our platform leverages our HHID to integrate with over 70 data partners.
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.
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 $136 billion in 2023 to $202 billion in 2026, a 14% CAGR.
People-based data allows marketers to deliver personalized advertising while being able to accurately link ad impressions across multiple devices and to customer sales and measure the impact of their ad spend.
Our HHID allows marketers to deliver personalized advertising while being able to accurately link ad impressions across multiple devices and to customer sales and measure the impact of their ad spend.
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”).
We recorded net income (losses) of $12.5 million, $(9.9) million and $(48.1) million, and adjusted EBITDA of $44.4 million, $29.1 million, and $(6.1) million for the years ended December 31, 2024, 2023 and 2022, respectively. Adjusted EBITDA is a financial measure not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
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.
We are constantly iterating and developing new tools and products while utilizing our patented technologies and processes. As of December 31, 2024, we held 57 issued patents and 21 additional pending patent applications, which cover many of our proprietary products.
These suppliers provide us with access to a breadth of programmatic advertising inventory across desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards. We enable deep data access through our integrations with over 70 leading data companies, giving our customers access to data across key industry verticals, including retail, consumer packaged goods, travel and healthcare.
These suppliers provide us with access to a breadth of programmatic advertising inventory across CTV, streaming audio, digital out-of-home, mobile and desktop. We enable deep data access through our integrations with over 70 leading data companies, giving our customers access to data across key industry verticals, including retail, consumer packaged goods, travel and healthcare.
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.
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 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 offer our DSP in an integrated manner with our HHID, 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.
The ability to transact through real-time-bidding platforms has evolved beyond banner advertising to be used across a wide range of advertising channels and formats, including desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards.
The ability to transact through real-time-bidding platforms has evolved beyond banner advertising to be used across a wide range of advertising channels and formats, including CTV, streaming audio, digital out-of-home, mobile, and desktop.
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.
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 HHID framework as cookie-based options continue to decline. • 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.
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.
The U.S. programmatic advertising market is expected to grow from $136.1 billion in 5 2023 to $202.1 billion in 2026, 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.
These factors have also led to an increase in marketers moving programmatic ad buying functions in-house. The automation of ad-buying technology has enabled fast, accurate and cost-effective decision-making, resulting in ad buying becoming a skillset that an increasing number of chief marketing officers want to fully own.
The automation of ad-buying technology has enabled fast, accurate and cost-effective decision-making, resulting in ad buying becoming a skillset that an increasing number of chief marketing officers want to fully own.
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.
Our total revenue was $289.2 million, $222.9 million and $197.2 million for the fiscal years ended December 31, 2024, 2023 and 2022 ("fiscal 2024", "fiscal 2023", and "fiscal 2022"), respectively, representing an increase of 29.7% from fiscal 2023 to fiscal 2024 and an increase of 13.1% from fiscal 2022 to fiscal 2023.
Our customers are advertising buyers including large advertising holding companies, independent advertising agencies, mid-market advertising service organizations as well as marketers that rely on our self-service platform for their programmatic ad buying needs.
Our identity graph links these households to an estimated 1 billion connected devices. Our customers are advertising buyers including large advertising holding companies, independent advertising agencies, mid-market advertising service organizations as well as marketers that rely on our self-service platform for their programmatic ad buying needs.
Other browsers have added similar controls. Google has also introduced ad blocking software in its Chrome web browser that is expected to block certain ads based on quality standards established under a multi-stakeholder coalition. In July 2022, Google announced plans to start phasing out (and eventually entirely disallowing) third-party cookies in their Chrome browser.
Other browsers have added similar controls. Google has also introduced ad blocking software in its Chrome web browser that is expected to block certain ads based on quality standards established under a multi-stakeholder coalition.
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.
Of our issued patents, 29 relate to our platform and our HHID, 15 relate to Myspace.com, and 13 are related to IRIS.TV. Corporate Information We were founded in 1999 by Tim, Chris and Russ Vanderhook who continue to lead our company today.
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.
In addition, we recognize that sustainability initiatives are important to our partners’ spend decisions. To support our partners in reducing their GHG emissions and meeting their goals of carbon neutrality, we offer a customer carbon reduction program called Adtricity. Adtricity aims to deliver RECs to our customers based on their media spend with us.
We use internal and external resources to help develop plans that are fair and reward our employees’ commitment and performance with the goal of attracting and retaining high performing individuals. In addition to salaries, we provide competitive compensation programs that are in line with our peers and industry.
Compensation and Benefits We provide compensation and benefits programs to help meet the needs of our employees and reward their efforts and contributions. We use internal and external resources to help develop plans that are fair and reward our employees’ commitment and performance with the goal of attracting and retaining high performing individuals.
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.
U.S. programmatic advertising is experiencing a rapid increase in adoption and, according to eMarketer, is expected to grow at a 14% CAGR from 2023 to 2026, reaching $181.0 billion in 2025 and $202.1 billion by 2026. U.S. programmatic advertising is forecasted to represent 44% of total U.S. media spend by 2026, increasing from 38% in 2023.
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. Our customer count includes only those parties with which we have a billing relationship.
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. We contract with our customers either through service agreements or insertion orders.
Our algorithms find optimal bid prices for maximizing performance and scale across all major KPIs, allowing our customers to strengthen their campaign efforts and build confidence in programmatic campaign performance. Our Technology and Development Rapid and continuing innovation is a core driver of our business success and our corporate culture.
Our algorithms find optimal bid prices for maximizing performance and scale across all major KPIs, allowing our customers to strengthen their campaign efforts and build confidence in programmatic campaign performance.
Our Growth Strategy We believe that the advertising market is in the early stages of a shift toward programmatic advertising.
Our Growth Strategy We believe that the advertising market is in the early stages of a shift toward programmatic advertising as well as in an ongoing shift from linear TV spend to CTV spend.
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.
That results in reduced inventory costs via lower eCPMs. • 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.
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.
Our team draws from a broad spectrum of backgrounds and experiences across technology and advertising industries. Workplace Practices We are committed to fostering a culture of inclusion where all employees feel valued and included.
Our platform is built with ad buyers in mind and offers many in-depth features that give buyers the highest levels of control, which helps ensure they are running the most efficient campaigns possible. This includes: • Bulk Functionality : Our platform is built to ease the lives of programmatic traders.
Our platform is built with ad buyers in mind and offers many in-depth features that give buyers the highest levels of control, which helps ensure they are running the most efficient campaigns possible. This includes: • Machine Learning and ViantAI Algorithms: Our built-in advanced machine learning technology and ViantAI solutions analyze millions of impressions and data points every second.
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.
CTV includes over-the-top (“OTT”) content delivered through a connected device over the internet. • Desktop and Mobile: U.S. desktop and mobile advertising are forecasted to grow from a $307 billion market in 2025 to a $371 billion market in 2027, a 10% CAGR. • Streaming Audio: U.S. digital audio advertising is forecasted to be a $7.5 billion market in 2025 and forecasted to grow to an $8.4 billion market in 2027, a 5% CAGR. • Digital Billboards: U.S. billboard advertising is forecasted to be a $3.5 billion market in 2025 and forecasted to grow to a $4.2 billion market in 2027, a 9% CAGR.
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.
Our cross-channel reporting capabilities equip customers to analyze cross-device and cross-channel campaign impact on sales and other KPIs. • 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.
We work to provide an environment where talented individuals and teams can take control of their career growth. We provide a wide range of learning and development opportunities in both individual and group settings. Compensation and Benefits We provide compensation and benefits programs to help meet the needs of our employees and reward their efforts and contributions.
We encourage employees at all levels to be creative and come up with ideas that can help the business grow. We work to provide an environment where talented individuals and teams can take control of their career growth. We provide a wide range of learning and development opportunities in both individual and group settings.
These programs may include bonuses, equity awards, 401(k) plan, healthcare and insurance benefits, flexible spending accounts, paid time off, family leave and employee assistance programs among many others. Climate Change and Sustainability We are launching initiatives that aim to drive sustainability and reduce both our and our partners' environmental impact.
In addition to salaries, we provide competitive compensation programs that are in line with our peers and industry. These programs may include bonuses, equity awards, 401(k) plan, healthcare and insurance benefits, flexible spending accounts, paid time off, family leave and employee assistance programs among many others.
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.
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. Insights from ROAS across all campaigns inform marketers about the value of their investment across all media spend in near real-time.
Such obligations may include, without limitation, those under the Federal Trade Commission Act, the Children’s Online Privacy Protection Act of 1998, a host of consumer privacy laws and regulations enacted at the state level, such as the California Consumer Privacy Act (“CCPA”) and similar laws in Colorado, Virginia, Connecticut, and Utah, among other states (the “State Privacy Laws”).
Such obligations may include, without limitation, those to avoid deceptive or unfair acts under Section 5 of the Federal Trade Commission Act, the Children’s Online Privacy Protection Act of 1998, and a host of consumer privacy laws and regulations enacted at the state level.
We believe our greatest asset is the people who work for us, and as part of our investment in our people, we prioritize diversity and inclusion. Our goal is to create a culture where we value, respect, and provide fair treatment and opportunities for all employees.
We believe our greatest asset is the people who work for us and our goal is to create a culture where we value, respect, and provide opportunities for all employees. We conduct an annual survey to give employees the opportunity to provide feedback on our management team and culture.
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.
Hence, marketers seek tools to track their ROAS across all channels. We believe customers using our platform and HHID are able to get a more accurate measurement of ROAS as compared to cookie-based platforms, especially in naturally cookieless environments such as CTV.
Our agreements with customers generally do not have a specified term and are generally terminable at any time by either party upon specified notice periods, typically ranging from 30 to 90 days. Insertion orders are generally limited in scope and can be reduced or canceled by a buyer without penalty.
Our agreements do not contain any material commitments on behalf of customers to use our platform to purchase ad inventory or use other features. Our agreements with customers generally do not have a specified term and are generally terminable at any time by either party upon specified notice periods, typically ranging from 30 to 90 days.
However, we are also committed to achieving these ends through legally compliant methods, and diversity, equity and inclusion efforts are part of the Company's legal compliance considerations. It is our policy, in keeping with the law, to not make employment decisions, including decisions regarding hiring, promotion and compensation, on the basis of any legally protected characteristic, including race or gender.
It is our policy, in keeping with the law, to not make employment decisions, including decisions regarding hiring, promotion and compensation, on the basis of any legally protected characteristic, including race or gender. We are committed to developing an inclusive environment through recruiting, development programs, community involvement and fostering conversations about differences.
Our built-in automation enables marketers to optimize digital campaigns designed to achieve their key performance indicator (“KPI”) goals.
Leveraging our HHID and machine learning algorithms, our platform provides marketers real-time actionable insights throughout an advertising campaign. Our built-in automation enables marketers to optimize digital campaigns designed to achieve their key performance indicator (“KPI”) goals.
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.
Marketers are increasingly investing in CTV as more inventory becomes available. According to eMarketer, 88% of CTV ad spend was transacted programmatically in 2024. The share of programmatic advertising is expected to increase to 93% in 2026.
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.
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 Our Technology and Development Rapid and continuing innovation is a core driver of our business success and our corporate culture.
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.
Advanced Reporting and Measurement: We invest heavily in our measurement capabilities, as we believe advertising should be driving a positive return. 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.
Our Human Capital We are a founder-led business and believe our employees and culture are key to our success.
Our Human Capital We are a founder-led business and believe our employees and culture are key to our success. Our business and our culture are anchored on creating a “Founder Mode” culture with an underlying focus on our core value of "Figure It Out".
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.
This dynamic allows us to add new customers and allows customers to scale their spend on our platform in a manner that grows our revenue faster than the growth of our personnel costs. • 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.
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.
Our technology leverages AI and machine learning to identify the best supply partners, formats and impressions based on our customers’ goals.
Our business and our culture are anchored on four core values that embody our resourceful mentality: “Live,” “Lead,” “Create” and “Figure It Out.” We believe we attract talented employees to our company and sophisticated customers to our platform in large part because of our vision and unwavering commitment to using cutting-edge technologies to create products that help advance the advertising industry.
We believe we attract 13 talented employees to our company and sophisticated customers to our platform in large part because of our vision and unwavering commitment to using cutting-edge technologies to create products that help advance the advertising industry. As of December 31, 2024, we had approximately 376 employees in 10 offices across North America.
Viant is driven to be a leader in innovation, automation, transparency, customer focus and responsible media. Holistic, Omnichannel DSP: Marketers and their agencies can use our integrated platform to efficiently manage omnichannel campaigns and access metrics from each channel to inform decisions in other channels.
Holistic, Omnichannel DSP: Marketers and their agencies can use our integrated platform to efficiently manage omnichannel campaigns and access metrics from each channel to inform decisions in other channels. Our integrations enable the purchase of advertising media across CTV, streaming audio, digital out-of-home, mobile and desktop.
Each year, we conduct an annual survey to give employees the opportunity to provide feedback on our management team and culture. This survey helps drive new programs that continue the development of our inclusive culture. Our leaders review the survey feedback and work with their teams to initiate new initiatives based on the results.
This survey helps drive new programs that continue the development of our inclusive culture. Our leaders review the survey feedback and work with their teams to initiate new initiatives based on the results. However, we are also committed to achieving these ends through legally compliant methods, and inclusion efforts are part of the Company's legal compliance considerations.
In 2023, we announced a commitment to be carbon neutral with respect to known and measurable emissions by the end of 2023. We recently announced that we achieved this goal for 2023, through strategic collaborations with cloud providers to source renewable energy for powering Viant's platform where feasible, as well as purchasing carbon offsets and renewable energy credits ("RECs").
We achieved this goal for 2023 through strategic collaborations with cloud providers to source renewable energy for powering Viant's platform where feasible, as well as through purchasing carbon offsets and renewable energy credits ("RECs"). We are continuing to finalize our emissions metrics for 2024 and expect to purchase sufficient environmental attributes to address our 2024 emissions, as calculated, once finalized.
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 continue to enhance new customer onboarding and support while investing in training and education for customers to maximize their success with our platform. • 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 believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels.
With continued investment in our ViantAI suite of products to support additional features and functions, we believe we will attract new customers and encourage our existing customers to increase usage of our platform. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels.
We intend to capitalize on this opportunity by pursuing the following strategies: • Continue to invest in our customers’ success: Our platform provides extensive functionality designed to provide our customers with a high level of control and enable them to run efficient ad campaigns.
By providing and continuing to develop automated 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 invest in our customers’ success: Our platform provides extensive functionality designed to provide our customers with a high level of control and enable them to run efficient ad campaigns.
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.
We provide exceptional customer service to ensure our customers have the level of support required for their unique business needs. Viant is driven to be a leader in innovation, automation, transparency, customer focus and responsible media.
Our DSP and related services are built on a foundation of user consent with advanced consumer opt-out capabilities to keep privacy and security on the forefront. • Experienced Management Team: Our management team has deep and extensive experience in the advertising technology sector, which we believe provides us with a competitive advantage.
We believe this allows for a much more effective and privacy-friendly approach to advertising than using cookies for identification. • Experienced Management Team: Our management team has deep and extensive experience in the advertising technology sector, which we believe provides us with a competitive advantage.
This dynamic allows us to add new customers and allows customers to scale their spend on our platform in a manner that grows our revenue faster than the growth of our personnel costs. • Centralized Platform: We believe our DSP and related services enable our customers to plan, buy and measure advertising across more channels than our competitors and to centralize the purchase of each type of programmatic media on a single platform.
Leveraging years of data from thousands of campaigns executed through our platform, ViantAI is faster, smarter and more precise in its planning capabilities compared to traditional planning technology tools. • Centralized Platform: We believe our DSP and related services enable our customers to plan, buy and measure advertising across more channels than our competitors and to centralize the purchase of each type of programmatic media on a single platform. • Proprietary Technology: We leverage a robust suite of proprietary tools and products to enable our customers to utilize our platform and services.
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.
We are a trusted partner to our customers as exemplified by our customer satisfaction rating of 95% in 2024 based on Viant’s Annual Customer Satisfaction Survey. 99% of respondents described their overall experience with Viant as positive, demonstrating trust and satisfaction. This is an increase from 97% in 2023. Many of our customers use us as their primary DSP.

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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; • 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.
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 CTV); • 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, supply chain disruptions, tariffs, inflation and monetary supply shifts, high interest rates, tightening of credit markets, political election cycles, changes in laws and interpretations of laws, changes in the volume and relative mix of U.S. government spending, cost-cutting and efficiency initiatives 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 36 • shifting views and behaviors of consumers concerning use of data.
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.
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, storms, power or telecommunication failures, criminal acts and similar events.
Certain of the State Privacy Laws also require or will require companies to respond to user-enabled global privacy controls, such as a browser plug-in or privacy setting, device setting, or other mechanisms, that communicate or signal the consumer’s choice to opt-out of the sale or sharing of their personal information, or the use of their personal information for targeted advertising.
Certain State Privacy Laws also require or will require companies to respond to user-enabled global privacy controls, such as a browser plug-in or privacy setting, device setting, or other mechanisms, that communicate or signal the consumer’s choice to opt-out of the sale or sharing of their Personal Information, or the use of their Personal Information for targeted advertising.
Furthermore, we may be unable to transfer personal data from Europe and other jurisdictions to the United States or other countries due to data localization requirements or limitations on cross-border transfers of personal information. In particular, the EEA and UK have significantly restricted the transfer of personal data to countries outside of the EEA.
Furthermore, we may be unable to transfer Personal Information from Europe and other jurisdictions to the United States or other countries due to data localization requirements or limitations on cross-border transfers of Personal Information. In particular, the EEA and UK have significantly restricted the transfer of Personal Information to countries outside of the EEA.
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.
Our platform is complex and multifaceted, and operational and performance issues could arise both from the platform itself or from outside factors, such as cyberattacks or other third-party attacks (for more information on risks related to cyber incidents, see “ —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 ”).
Our platform is complex and multifaceted, and operational and performance issues can arise both from the platform itself or from outside factors, such as cyberattacks or other third-party attacks (for more information on risks related to cyber incidents, see “ —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 ”).
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.
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 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.
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.
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.
The applicability analysis under the GDPR is complex, but if we were deemed to operate our business in a manner subject to GDPR, the GDPR provides for significant penalties for noncompliance of up to the greater of €20 million under the EU GDPR / 17.5 million pounds sterling under the UK GDPR, or, in each case, 4% of an enterprise’s global turnover (or revenue) for the preceding fiscal year.
The applicability analysis under the GDPR is complex, but if we were deemed to operate our business in a manner subject to GDPR, the GDPR provides for significant penalties for noncompliance of up to the greater of €20 million under the EU GDPR / 17.5 million pounds sterling under the UK GDPR, or, in each case, 4% of an enterprise’s global 26 turnover (or revenue) for the preceding fiscal year.
Acquisitions involve numerous other risks, any of which could harm our business, including: • regulatory hurdles; • failure of anticipated benefits to materialize; • diversion of management time and focus from operating our business to addressing acquisition integration challenges; • retention of employees from the acquired company; • cultural challenges associated with integrating employees from the acquired company into our organization; • integration of the acquired company’s accounting, management information, human resources and other administrative systems; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; • coordination of product development and sales and marketing functions; • liability for activities of the acquired company before the acquisition, including known and unknown liabilities; • litigation or other claims in connection with the acquired company, including claims from terminated employees, former stockholders or other third parties; and • negative reception to an acquisition by clients, suppliers, vendors, or investors.
Acquisitions involve numerous other risks, any of which could harm our business, including: • regulatory hurdles; • failure of anticipated benefits to materialize; • diversion of management time and focus from operating our business to addressing acquisition integration challenges; • retention of employees from the acquired company; • cultural challenges associated with integrating employees from the acquired company into our organization; • integration of the acquired company’s accounting, management information, human resources and other administrative and information technology systems; • integration of the acquired company's products and technology; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; • coordination of product development and sales and marketing functions; • liability for activities of the acquired company before the acquisition, including known and unknown liabilities; • litigation or other claims in connection with the acquired company, including claims from terminated employees, former stockholders or other third parties; and • negative reception to an acquisition by clients, suppliers, vendors, or investors.
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.
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.
As an example, the State Privacy Laws require covered businesses to, among other things, provide disclosures to consumers and grant consumers a right to opt-out of use and disclosure of their personal information for purposes of showing targeted advertisements and “sales” of personal information, a concept that is broadly defined as the disclosure of personal information to a third party for monetary or other valuable consideration.
For example, the State Privacy Laws require covered businesses to, among other things, provide disclosures to consumers and grant consumers a right to opt-out of use and disclosure of their Personal Information for purposes of showing targeted advertisements and “sales” of Personal Information, a concept that is broadly defined as the disclosure of Personal Information to a third party for monetary or other valuable consideration.
Additionally, if our third-party partners, including inventory or data suppliers, fail to adhere to our data quality and privacy standards, we may scale back or terminate relationships with such companies. 19 Legislators, regulators, and other authorities have focused heavily on third-party data suppliers and the advertising industry in recent years and we expect this to continue.
Additionally, if our third-party partners, including inventory or data suppliers, fail to adhere to our data quality and privacy standards, we may scale back or terminate relationships with such companies. Legislators, regulators, and other authorities have focused heavily on third-party data suppliers and the advertising industry in recent years, and we expect this to continue.
Individuals are increasingly becoming aware of options related to consent, browser-based signals including the “Global Privacy Control,” a browser setting that notifies websites of a user's privacy preferences, and other “ad-blocking” software, any of which could materially impact our and our data supplier’s ability to collect, use and disclose personal data.
Individuals are increasingly becoming aware of options related to consent, browser-based signals including the “Global Privacy Control,” a browser setting that notifies websites of a user's privacy preferences, and other “ad-blocking” software, any of which could materially impact our and our data supplier’s ability to collect, use and disclose Personal Information.
If there is no lawful manner for us to transfer personal data from the EEA, the UK or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we may face increased exposure to regulatory actions, substantial fines, and injunctions against Processing or transferring personal information from Europe or elsewhere.
If there is no lawful manner for us to transfer Personal Information from the EEA, the UK or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we may face increased exposure to regulatory actions, substantial fines, and injunctions against Processing or transferring Personal Information from Europe or elsewhere.
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.
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. We are dependent on the continued availability of third-party hosting and transmission services.
Any failure or perceived failure to comply with applicable laws or regulations regarding privacy, data protection and cybersecurity could adversely affect our business, brand or 25 reputation and may result in claims, actions, investigations or proceedings against us by regulators or individuals and require us to change our practices, all of which may result in significant costs.
Any failure or perceived failure to comply with applicable laws or regulations regarding privacy, data protection and cybersecurity could adversely affect our business, brand or reputation and may result in claims, actions, investigations or proceedings against us by regulators or individuals and require us to change our practices, all of which may result in significant costs.
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.
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 cannot control or predict the pace or effectiveness of such adaptation, and we cannot predict the impact such changes may have on our business. In addition, it may be necessary for us to fundamentally change our business activities, information technologies, systems, and practices, and to those of any third parties that Process personal information on our behalf.
We cannot control or predict the pace or effectiveness of such adaptation, and we cannot predict the impact such changes may have on our business. In addition, it may be necessary for us to 27 fundamentally change our business activities, information technologies, systems, and practices, and to those of any third parties that Process Personal Information on our behalf.
In addition, such new products, services or enhancements may create new, or exacerbate existing, technological, security, legal and other challenges, could cause unintended consequences, and may not perform as intended. If new or existing competitors have more attractive offerings, we may lose customers or customers may decrease their use of our platform.
In addition, such new products, services or enhancements may create new, or exacerbate existing, technological, security, legal and other challenges, could cause unintended consequences, and may not perform as intended. If new or existing competitors replicate our offerings or have more attractive offerings, we may lose customers or customers may decrease their use of our platform.
If conditions in the marketplace, generally or with a specific prospective customer, change negatively, it is possible that we will be unable to recover any of these expenses. Our sales efforts 17 involve educating our customers about the use, technical capabilities and benefits of our platform.
If conditions in the marketplace, generally or with a specific prospective customer, change negatively, it is possible that we will be unable to recover any of these expenses. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our platform.
Although the European Commission adopted the EU-US Data Privacy Framework and the United Kingdom adopted the UK Extension to permit transfers from the EEA and United Kingdom to the United States and there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, these mechanisms are subject to ongoing legal challenges.
Although the European Commission adopted the EU-US Data Privacy Framework and the United Kingdom adopted the UK Extension to permit transfers from the EEA and United Kingdom to the United States and there are currently various mechanisms that may be used to transfer Personal Information from the EEA and UK to the United States in compliance with law, these mechanisms are subject to ongoing legal challenges.
Although our business is less reliant on cookies than some of our competitors because we do not need cookies for marketers and their advertising agencies to identify consumers with our identity resolution capabilities and identity graph, we do use third-party cookies in connection with our business for execution of obtaining information about consumers, and for delivering digital advertising.
Although our business is less reliant on cookies than some of our competitors because we do not need cookies for marketers and their advertising agencies to identify consumers with our identity resolution capabilities and identity graph, we do use third-party cookies in connection with obtaining information about consumers, and for delivering digital advertising.
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.
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 28 could negatively impact our business. In addition, these browser and platform providers may frequently delay or change their previously announced operations or policies.
Expectations regarding voluntary ESG initiatives may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
Expectations regarding voluntary ESG initiatives and metrics may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives (including the timeline and manner in which we complete such initiatives) and/or align with evolving best practices, we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary.
If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives (including the timeline and manner in which we complete such initiatives) and/or align with evolving best practices, we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement 40 and/or litigation, even if such initiatives are currently voluntary.
Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. This forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act.
Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce 39 any duty or liability created by the Securities Act or the rules and regulations thereunder. This forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act.
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.
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 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.
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.
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.
If clients do not have the rights necessary to serve advertisements through our platform, we may be exposed to potential liability and our reputation may be damaged. While our 31 customers are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect.
If clients do not have the rights necessary to serve advertisements through our platform, we may be exposed to potential liability and our reputation may be damaged. While our customers are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect.
Laws additionally require covered businesses to take extra precautions for data deemed “sensitive” and offer consumers rights to access, delete, and correct their information. These laws are generally enforced by each state’s attorney general with potentially steep penalties for violations.
Laws additionally require covered businesses to take extra precautions for data deemed “sensitive” and offer consumers rights to access, delete, and correct their Personal Information. These laws are generally enforced by each state’s attorney general with potentially steep penalties for violations.
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.
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.
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.
At such time, our independent registered public 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.
Our contracts with our employees and contractors that relate to intellectual property issues generally restrict the use of our confidential information solely in connection with our services. However, the theft or misuse of our proprietary information could occur by employees or contractors who have access to our technology.
Our contracts with our employees and contractors that relate to intellectual 31 property issues generally restrict the use of our confidential information solely in connection with our services. However, the theft or misuse of our proprietary information could occur by employees or contractors who have access to our technology.
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.
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 consolidated U.S. federal income tax return with Viant Technology LLC.
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.
We collect, receive, store, use, transmit, disclose, or otherwise process (collectively, "Process") Personal Information and other data such as confidential business data, trade secrets, and intellectual property, from and about consumers, our customers, employees, service providers, and other third parties.
However, it may be difficult to maintain our culture, whether as a result of corporate growth or reduction in force, which could reduce our ability to innovate and operate effectively and proactively focus on and pursue our corporate objectives.
However, it may be 20 difficult to maintain our culture, whether as a result of corporate growth or reduction in force, which could reduce our ability to innovate and operate effectively and proactively focus on and pursue our corporate objectives.
Preventing and combating fraud is an industry-wide issue that requires constant vigilance, as well as a balancing of cost effectiveness and risk, and we may not be fully successful in our efforts to combat fraud.
Preventing and combating fraud is an industry-wide issue that requires constant vigilance, as well as a balancing of cost effectiveness and risk, and we may not be fully 22 successful in our efforts to combat fraud.
We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.
We are also continuing to improve our internal 41 control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.
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.
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.
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 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 37 undrawn availability under the Amended Loan Agreement is less than 25%.
While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.
While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related 29 obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.
For example, some European regulators have ordered certain companies to suspend or permanently cease transfers of personal data out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations.
For example, some European regulators have ordered certain companies to suspend or permanently cease transfers of Personal Information out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations.
Furthermore, if our channel mix changes due to a shift in customer demand, such as customers shifting their usage more quickly or more extensively than expected to channels in which we have relatively less functionality, features or inventory, such as linear TV, then demand for our platform could decrease, and our business, financial condition and results of operations could be adversely affected.
Furthermore, if our channel mix changes due to a shift in customer demand, such as customers shifting their usage more quickly or more extensively than expected to channels in which we have relatively less functionality, features or inventory, then demand for our platform could decrease, and our business, financial condition and results of operations could be adversely affected.
Operational and performance issues with our platform could include the failure of our user interface, outages, errors during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server facilities. While we have built redundancies in our systems, full redundancies do not exist.
Operational and performance issues with our platform can include the failure of our user interface, outages, errors during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server facilities. While we have built redundancies in our systems, full redundancies do not exist.
In the United States, an ever-increasing number of state laws and regulations apply to the Processing of personal information. In recent years, U.S. federal and state legislatures, along with regulatory authorities, have increased their focus on the collection and use of personal information, including relating to “interest-based,” “cross-context behavioral,” or “targeted” advertising.
In the United States, an ever-increasing number of laws and regulations apply to the Processing of Personal Information. In recent years, the U.S. federal and state legislatures, along with regulatory authorities at the state and federal level, have increased their focus on the collection and use of Personal Information, including relating to “interest-based,” “cross-context behavioral,” or “targeted” advertising.
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.
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.
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.
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 of cash significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement.
We expect to benefit relative to others in our industry from marketers reducing their reliance on vendors and advertising technology platforms that utilize third-party cookies for tracking. However, the shift away from cookie-based consumer tracking may not happen as rapidly as we expect, and our competitors may adapt their services.
We expect to benefit relative to others in our industry from marketers reducing their reliance on vendors and advertising technology platforms that utilize third-party cookies for tracking. However, the shift away from cookie-based consumer tracking may not happen as rapidly as or to the degree that we expect, and our competitors may adapt their services.
Under applicable tax rules, Viant Technology LLC is required to allocate net taxable income disproportionately to its members in certain circumstances.
Under applicable tax 34 rules, Viant Technology LLC is required to allocate net taxable income disproportionately to its members in certain circumstances.
Our asset-based revolving credit and security agreement (the "Amended Loan Agreement") with PNC Bank contains a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur indebtedness, create liens, make investments, merge with other companies, dispose of our assets, prepay other indebtedness and make dividends and other distributions.
Our asset-based revolving credit and security agreement (the "Amended Loan Agreement") with PNC Bank contains a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur indebtedness, create liens, make investments, merge with or acquire other companies or the assets of other companies, dispose of our assets, prepay other indebtedness and make dividends and other distributions.
To the extent ESG matters negatively 39 impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely impact our operations. Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters.
To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely impact our operations. Simultaneously, there are efforts by some stakeholders and policymakers to reduce companies’ efforts on certain ESG-related matters.
Accordingly, we are required to pay income taxes on our allocable share of any net taxable income of Viant Technology LLC.
Accordingly, we are required to pay income taxes on our allocable share of any net taxable 32 income of Viant Technology LLC.
If deferred tax assets subject to the TRA become more likely than not to be realized, we will record the TRA liability.
If deferred tax assets subject to the TRA become more likely than not to be realized, we will record such liability.
The effects of macroeconomic conditions and geopolitical events, such as inflation, rising interest rates and other adverse market events have had, and could in the future have, an adverse impact on our business, operating results and financial condition.
The effects of macroeconomic conditions and geopolitical events, such as inflation, high interest rates and other adverse market events have had, and could in the future have, an adverse impact on our business, operating results and financial condition.
For example, the California Privacy Protection Agency is contemplating regulatory requirements relating to automated decision-making technologies. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and consumer lawsuits. If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages.
For example, the California Privacy Protection Agency is in the process of promulgating regulatory requirements relating to automated decision-making technologies. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and consumer lawsuits. If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages.
There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information.
There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Data.
If our cash flows and credit facility borrowings are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently expect or at all.
If our cash flows and credit facility borrowings are insufficient to fund our working capital requirements or other needs, we may not be able to grow at the rate we currently expect or at all.
As a result, we may be unable to prevent, detect, investigate, remediate, or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information, or business.
As a result, we may be unable to prevent, detect, investigate, remediate, or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Data, or business.
For example, Apple introduced an iOS update in April 2021 that requires users to opt-in to tracking of their activity across devices, and Google has announced that it will deprecate its Android advertising identifier entirely. Privacy aspects of other channels for programmatic advertising, such as connected TVs or over-the-top video, are still developing.
For example, Apple introduced an iOS update in April 2021 that requires users to opt-in to tracking of their activity across devices, and Google has announced that it will eventually deprecate its Android advertising identifier entirely. Privacy aspects of other channels for programmatic advertising, such as CTVs or over-the-top video, are still developing.
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 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 do not then qualify as a non-accelerated filer.
We may not be able to accurately predict changes in overall industry demand for the channels in which we operate and cannot assure you that our investment in channel development will correspond to any such changes. For example, the growth in demand for our connected TV offering may not continue.
We may not be able to accurately predict changes in overall industry demand for the channels in which we operate and cannot assure you that our investment in channel development will correspond to any such changes. For example, the growth in demand for our CTV offering may not continue.
Due to this potential imbalance in our collections and payments, we may rely on our credit facility to partially or completely fund our working capital requirements.
Due to this potential imbalance in our collections and payments, we may rely on our credit facility to partially or completely fund our working capital requirements or other needs.
In addition, we derive a significant portion of our revenue from advertising in the desktop and mobile and connected TV channels, which are rapidly evolving, highly competitive, complex and fragmented. We face significant competition in these markets which we expect will intensify in the future.
In addition, we derive a significant portion of our revenue from advertising in the CTV, mobile, and desktop channels, which are rapidly evolving, highly competitive, complex and fragmented. We face significant competition in these markets which we expect will intensify in the future.
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.
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 diverts the attention of management, technical personnel and other employees from our business operations.
As we continue to grow, our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under the credit facility in an amount sufficient to fund our working capital needs.
As we continue to grow, our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under the credit facility in an amount sufficient to fund our working capital requirements or other needs.
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.
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.
Although we believe our platform is well-positioned to adapt to such changes, particularly with our Viant Household ID, the impact of such changes remains uncertain and could be more disruptive than we anticipate, including to the display advertising ecosystem in particular, where such changes could adversely impact our growth in that channel.
Although we believe our platform is well-positioned to adapt to such changes, particularly with our HHID, the impact of such changes remains uncertain and could be more disruptive than we anticipate, including to the display advertising ecosystem in particular, where such changes could adversely impact our growth in that channel.
Individuals may increasingly resist or turn off the collection, use, and sharing of personal data to deliver targeted advertising.
Individuals may increasingly resist or turn off the collection, use, and sharing of Personal Information to deliver targeted advertising.
If we were to lose access to significant amounts of the data that enables our people-based framework, or the compliance obligations for our suppliers or us become too onerous, our ability to provide products and services to our customers could be materially and adversely impacted, which could be materially adverse to our business, operating results and financial condition.
If we were to lose access to significant amounts of the data that enables our Household ID ("HHID") framework, or the compliance obligations for our suppliers or us become too onerous, our ability to provide products and services to our customers could be materially and adversely impacted, which could be materially adverse to our business, operating results and financial condition.
Myspace.com may also face operational or performance issues. For example, as a result of a server migration project in 2019, older photo, video or audio files of some users were lost. Myspace.com has in the past been, and may in the future be, the subject of unfavorable publicity regarding, for example, its privacy practices, site quality and site operational matters.
For example, as a result of a server migration project in 2019, older photo, video or audio files of some users were lost. 24 Myspace.com has in the past been, and may in the future be, the subject of unfavorable publicity regarding, for example, its privacy practices, site quality and site operational matters.
Climate change may increase the frequency and/or intensity of certain of these events and/or of efforts to reduce the impact of such events. For example, in certain areas, there has been an increase in power shutoffs associated with wildfire prevention.
Climate change or other environmental or social pressures may increase the frequency and/or intensity of certain of these events and/or of efforts to reduce the impact of such events. For example, in certain areas, there has been an increase in power shutoffs associated with wildfire prevention.
Additionally, our employees and personnel use, and increasingly rely on, generative AI and automated decision-making technologies to perform their work, and such usage may be subject to various laws and other obligations, including those related to privacy, and governments have passed and are likely to pass additional laws regulating generative AI.
Additionally, our employees and personnel use, and increasingly rely on, generative AI and automated decision-making technologies to perform their work and our business offers services that utilize generative AI, and such usage may be subject to various laws and other obligations, including those related to privacy, and governments have passed and are likely to pass additional laws regulating generative AI.
We are a holding company and our only business is to act as the managing member of Viant Technology LLC, and our only material assets are Class A units representing approximately 25.1% of the membership interests of Viant Technology LLC as of December 31, 2023.
We are a holding company, and our only business is to act as the managing member of Viant Technology LLC, and our only material assets are Class A units representing approximately 25.9% of the membership interests of Viant Technology LLC as of December 31, 2024.
We believe that Google’s planned deprecation of third-party cookies and its ongoing development of these technologies, which we expect to be technically complex and designed in a manner that does not favor us or our partners, has created and will likely continue to create industry uncertainty regarding the potential effects on user experience and advertiser targeting and measurement.
We believe that Google’s ongoing development of these technologies, which we expect to be technically complex and designed in a manner that does not favor us or our partners, has created and will likely continue to create industry uncertainty regarding the potential effects on user experience and advertiser targeting and measurement.
Our corporate culture has contributed to our success and, if we are unable to maintain it, whether as a result of corporate growth or reduction in force, our business, operating results and financial condition could be harmed. We had 333 employees as of December 31, 2023.
Our corporate culture has contributed to our success and, if we are unable to maintain it, whether as a result of corporate growth or reduction in force, our business, operating results and financial condition could be harmed. We had approximately 376 employees as of December 31, 2024.
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.
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. 19 If our access to data related to our Household ID is diminished, the effectiveness of our platform would be decreased, which could harm our operating results and financial condition.
The payments under the Tax Receivable Agreement are also not conditioned upon the continuing members of Viant Technology LLC maintaining a continued ownership interest in Viant Technology LLC. 32 The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including the price of our Class A common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local tax rates then applicable; the amount of each exchanging unitholder’s tax basis in its units at the time of the relevant exchange; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that we may have made under the Tax Receivable Agreement and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.
The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including the price of our Class A common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local tax rates then applicable; the amount of each exchanging unitholder’s tax basis in its units at the time of the relevant exchange; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that we may have made under the Tax Receivable Agreement and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.
Despite precautions taken at our data centers, the occurrence of spikes in usage volume, a natural disaster, such as earthquakes, wildfires, extreme temperatures, drought, flooding, and storms, an act of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform.
Despite precautions taken by third-party data center hosting facilities, the occurrence of spikes in usage volume, a natural disaster, such as earthquakes, wildfires, extreme temperatures, drought, flooding, storms, an act of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform.
Moreover, actions or statements that we may take based on expectations, assumptions, methodologies, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation.
Moreover, actions or statements that we may take based on expectations, assumptions, methodologies, or data that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program includes the following: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for significant service providers, suppliers, and vendors.
Biggest changeOur cybersecurity risk management program includes the following: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and 42 • a third-party risk management process for significant service providers, suppliers, and vendors.
Board members receive presentations on cybersecurity topics from our Chief Information Officer ("CIO"). 41 Our management team, including our CIO, is responsible for assessing and managing our material risks from cybersecurity threats. Our CIO has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Board members receive presentations on cybersecurity topics from our Chief Information Officer ("CIO"). Our management team, including our CIO, is responsible for assessing and managing our material risks from cybersecurity threats. Our CIO has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

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 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.
Biggest changeItem 2. Properties. Our headquarters are located in Irvine, California, where we occupy facilities totaling approximately 56,000 square feet under a lease. We currently lease 10 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 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeElizabeth 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
Biggest changeVivian Yang 57 Director Former Chief Legal Officer of The Trade Desk, Inc. (Nasdaq: TTD), a provider of a global technology platform for buyers of advertising. 43 PART II
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.
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 3, 2025: Name Age Position at Viant Technology Inc.
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.
Principal Employment Tim Vanderhook 44 Chief Executive Officer and Chairman Same Chris Vanderhook 46 Chief Operating Officer and Director Same Larry Madden 60 Chief Financial Officer Same Max Valdes 69 Director Former Chief Financial Officer and Executive Vice President of First American Financial Corporation (NYSE: FAF), a financial services company.

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 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.
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, 2025, there was one holder of record of our Class A common stock and four holders of record of our Class B common stock.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 43
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers In April 2024, our board of directors approved a stock repurchase program with authorization to purchase up to $50.0 million of our Class A common stock or Class B units of Viant Technology LLC.
Added
For additional information related to share repurchases, refer to Note 9—Stockholders' Equity to our consolidated financial statements included elsewhere in this Annual Report.
Added
In addition to shares repurchased under the stock repurchase program, during the year ended December 31, 2024 , we repurchased shares of Class A common stock in connection with the vesting of restricted stock units to provide the holders of such restricted units with cash to satisfy the estimated taxes incidental to the vesting of the related awards.
Added
The following table summarizes shares repurchased during the periods presented: Period Total Number of Class A Shares Purchased Total Number of Class B Units Purchased Average Price Paid per Class A Share (1) Average Price Paid per Class B Unit Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) 10/1/24 to 10/31/24 195,831 — $ 11.42 $ — 195,831 $ 36,306 11/1/24 to 11/30/24 55,505 — $ 12.61 $ — 55,505 $ 35,607 12/1/24 to 12/31/24 395,331 — $ 19.39 $ — 378,059 $ 28,314 Total 646,667 — 629,395 (1) For shares of Class A common stock repurchased under the publicly announced stock repurchase program, average price paid per share includes costs associated with such repurchases. 44

Item 7. Management's Discussion & Analysis

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

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Biggest changeAdjusted EBITDA The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the periods presented: 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 Net income (loss) $ 3,308 $ (672) $ (3,203) $ (9,376) $ (8,008) $ (12,426) $ (14,092) $ (13,563) Add back (less): Interest expense (income), net (2,397) (2,329) (2,049) (1,819) (1,199) (455) 21 152 Provision for (benefit from) income taxes (30) 181 — — — — — — Depreciation and amortization 4,000 3,780 3,539 3,412 3,385 3,366 3,226 3,154 Stock-based compensation 7,556 8,734 8,529 7,472 7,046 7,711 7,768 6,376 Restructuring and other (1) 570 (26) — (79) 1,406 — — — Adjusted EBITDA $ 13,007 $ 9,668 $ 6,816 $ (390) $ 2,630 $ (1,804) $ (3,077) $ (3,881) (1) Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the year ended December 31, 2023 and severance and other charges related to a reduction in force for the year ended December 31, 2022. 58 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Adjusted EBITDA as a percentage of contribution ex-TAC 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: 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 Gross profit $ 31,752 $ 28,620 $ 23,700 $ 18,383 $ 22,458 $ 21,300 $ 20,250 $ 16,435 Net income (loss) $ 3,308 $ (672) $ (3,203) $ (9,376) $ (8,008) $ (12,426) $ (14,092) $ (13,563) Net income (loss) as a percentage of gross profit 10 % (2) % (14) % (51) % (36) % (58) % (70) % (83) % Contribution ex-TAC (1) $ 42,601 $ 39,102 $ 33,688 $ 27,991 $ 33,378 $ 32,071 $ 31,735 $ 27,544 Adjusted EBITDA (2) $ 13,007 $ 9,668 $ 6,816 $ (390) $ 2,630 $ (1,804) $ (3,077) $ (3,881) Adjusted EBITDA as a percentage of contribution ex-TAC 31 % 25 % 20 % (1) % 8 % (6) % (10) % (14) % (1) For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “—Contribution ex-TAC." (2) For a reconciliation of adjusted EBITDA to the most directly comparable financial measure calculated in accordance with GAAP, see “—Adjusted EBITDA." Non-GAAP net income (loss) The following table presents a reconciliation of net income (loss) to non-GAAP net income (loss) for the periods presented: 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 Net income (loss) $ 3,308 $ (672) $ (3,203) $ (9,376) $ (8,008) $ (12,426) $ (14,092) $ (13,563) Add back (less): Stock-based compensation 7,556 8,734 8,529 7,472 7,046 7,711 7,768 6,376 Restructuring and other (1) 570 (26) — (79) 1,406 — — — Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments (2) (589) (427) (231) 169 (16) 281 390 416 Non-GAAP net income (loss) $ 10,845 $ 7,609 $ 5,095 $ (1,814) $ 428 $ (4,434) $ (5,934) $ (6,771) (1) Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the year ended December 31, 2023 and severance and other charges related to a reduction in force for the year ended December 31, 2022.
Biggest changeAdjusted EBITDA as a percentage of contribution ex-TAC 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: Three Months Ended, December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Gross profit $ 42,490 $ 35,324 $ 30,744 $ 23,513 $ 31,752 $ 28,620 $ 23,700 $ 18,383 Net income (loss) $ 7,720 $ 6,458 $ 1,488 $ (3,214) $ 3,308 $ (672) $ (3,203) $ (9,376) Net income (loss) as a percentage of gross profit 18 % 18 % 5 % (14) % 10 % (2) % (14) % (51) % Contribution ex-TAC (1) $ 54,359 $ 47,352 $ 41,558 $ 34,121 $ 42,601 $ 39,102 $ 33,688 $ 27,991 Adjusted EBITDA (2) $ 17,091 $ 14,675 $ 9,600 $ 3,075 $ 13,007 $ 9,668 $ 6,816 $ (390) Adjusted EBITDA as a percentage of contribution ex-TAC 31 % 31 % 23 % 9 % 31 % 25 % 20 % (1) % (1) For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “—Contribution ex-TAC." (2) For a reconciliation of adjusted EBITDA to the most directly comparable financial measure calculated in accordance with GAAP, see “—Adjusted EBITDA." 60 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Non-GAAP net income (loss) The following table presents a reconciliation of net income (loss) to non-GAAP net income (loss) for the periods presented: Three Months Ended, December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Net income (loss) $ 7,720 $ 6,458 $ 1,488 $ (3,214) $ 3,308 $ (672) $ (3,203) $ (9,376) Add back (less): Stock-based compensation 5,728 5,329 5,537 4,440 7,556 8,734 8,529 7,472 Restructuring and other (1) — — 284 183 570 (26) — (79) Transaction expense (2) 1,358 — 384 — — — — — Non-operational media purchases (3) — 1,271 — — — — — — Income tax benefit (expense) related to Viant Technology Inc.'s share of income (loss) after adjustments (4) (975) (775) (486) (61) (589) (427) (231) 169 Non-GAAP net income (loss) $ 13,831 $ 12,283 $ 7,207 $ 1,348 $ 10,845 $ 7,609 $ 5,095 $ (1,814) (1) Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the years ended December 31, 2024 and 2023.
Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of common shares such as equity awards using the treasury-stock method and Class B common stock using the if-converted method.
Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of shares of Class A common stock such as equity awards using the treasury-stock method and Class B common stock using the if-converted method.
Purchases of property and equipment and capitalized software development costs may vary from period-to-period due to the timing of the expansion of our operations, the addition or reduction of headcount and our platform development cycles.
Purchases of property and equipment and capitalized software development costs may vary from period-to-period due to the timing of the expansion of our operations, the addition or reduction of headcount and the timing of our platform development cycles.
Year Ended December 31, 2023 Earnings (Loss) per Share Adjustments Non-GAAP Earnings (Loss) per Share Numerator Net loss $ (9,943) $ — $ (9,943) Adjustments: Add back: Stock-based compensation — 32,291 32,291 Add back: Restructuring and other (1) — 465 465 Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments (2) — (1,070) (1,070) Non-GAAP net income (loss) (9,943) 31,686 21,743 Less: Net income (loss) attributable to noncontrolling interests (3) (6,500) 24,296 17,796 Net income (loss) attributable to Viant Technology Inc.—basic (3,443) 7,390 3,947 Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs and NQSOs for Class A common stock — — — Income tax benefit (expense) from the assumed exchange of RSUs and NQSOs for Class A common stock — — — Net income (loss) attributable to Viant Technology Inc.—diluted $ (3,443) $ 7,390 $ 3,947 Denominator Weighted-average shares of Class A common stock outstanding —basic 15,224 15,224 Effect of dilutive securities: Restricted stock units — — Nonqualified stock options — — Weighted-average shares of Class A common stock outstanding —diluted 15,224 15,224 Earnings (loss) per share of Class A common stock—basic $ (0.23) $ 0.49 $ 0.26 Earnings (loss) per share of Class A common stock—diluted $ (0.23) $ 0.49 $ 0.26 Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted: Restricted stock units 3,647 3,647 Nonqualified stock options 5,736 5,736 Shares of Class B common stock 47,032 47,032 Total shares excluded from earnings (loss) per share of Class A common stock—diluted 56,415 56,415 (1) Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the year ended December 31, 2023.
Year Ended December 31, 2023 Earnings (Loss) per Share Adjustments Non-GAAP Earnings (Loss) per Share Numerator Net loss $ (9,943) $ — $ (9,943) Adjustments: Add back: Stock-based compensation — 32,291 32,291 Add back: Restructuring and other (1) — 465 465 Income tax benefit (expense) related to Viant Technology Inc.'s share of income (loss) after adjustments (2) — (1,070) (1,070) Non-GAAP net income (loss) (9,943) 31,686 21,743 Less: Net income (loss) attributable to noncontrolling interests (3) (6,500) 24,296 17,796 Net income (loss) attributable to Viant Technology Inc.—basic (3,443) 7,390 3,947 Add back: Reallocation of net income (loss) attributable to noncontrolling interest from the assumed exchange of RSUs and NQSOs for Class A common stock — — — Income tax benefit (expense) from the assumed exchange of RSUs and NQSOs for Class A common stock — — — Net income (loss) attributable to Viant Technology Inc.—diluted $ (3,443) $ 7,390 $ 3,947 Denominator Weighted-average shares of Class A common stock outstanding—basic 15,224 15,224 Effect of dilutive securities: Restricted stock units — — Nonqualified stock options — — Weighted-average shares of Class A common stock outstanding—diluted 15,224 15,224 Earnings (loss) per share of Class A common stock—basic $ (0.23) $ 0.26 Earnings (loss) per share of Class A common stock—diluted $ (0.23) $ 0.26 Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted: Restricted stock units 3,647 3,647 Nonqualified stock options 5,736 5,736 Shares of Class B common stock 47,032 47,032 Total shares excluded from earnings (loss) per share of Class A common stock—diluted 56,415 56,415 (1) Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the year ended December 31, 2023.
Stock-Based Compensation Stock-based compensation relates to equity awards granted under the Company’s 2021 Long-Term Incentive Plan (the “LTIP”), which is measured and recognized in the consolidated financial statements based on the fair value of the equity awards granted. Since inception of the LTIP, the Company has only granted restricted stock units (“RSUs”) and nonqualified stock options.
Stock-Based Compensation Stock-based compensation relates to equity awards granted under the Company’s 2021 Long-Term Incentive Plan (the “LTIP”), which is measured and recognized in the consolidated financial statements based on the fair value of the equity awards granted. Since inception of the LTIP, the Company has only granted restricted stock units (“RSUs”) and nonqualified stock options ("NQSOs").
This increase was due to a $2.9 million increase in stock-based compensation and a $1.7 million increase in personnel costs, offset by a $1.9 million decrease in business insurance and tax, accounting, legal, and consulting expenses associated with general corporate and compliance matters, a $1.2 million decrease in bad debt reserves and a $0.7 million decrease in recruiting services.
This increase was due to a $2.9 million increase in stock-based compensation and a $1.7 million increase in personnel costs, partially offset by a $1.9 million decrease in business insurance and tax, accounting, legal, and consulting expenses associated with general corporate and compliance matters, a $1.2 million decrease in bad debt reserves and a $0.7 million decrease in recruiting services.
We believe we will meet longer-term expected future cash requirements and obligations beyond the next 12 months through a combination of existing cash and cash equivalents, cash flow from operations, the undrawn availability under our credit facility and issuances of equity securities or debt offerings.
We believe we will meet longer-term expected future cash requirements and obligations beyond the next 12 months through a combination of existing cash and cash equivalents, cash flow from operations, the undrawn availability under our revolving credit facility and issuances of equity securities or debt offerings.
Some of these potential limitations include: • other companies, including companies in our industry that have similar business arrangements, may report adjusted EBITDA or adjusted EBITDA as a percentage of contribution ex-TAC, or similarly titled measures, but calculate them differently, which reduces their usefulness as comparative measures; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and • adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs or the potentially dilutive impact of stock-based compensation.
Some of these potential limitations include: • other companies, including companies in our industry that have similar business arrangements, may report adjusted EBITDA or adjusted EBITDA as a percentage of contribution ex-TAC, or similarly titled measures, but calculate them differently, which reduces their usefulness as comparative measures; • although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and • adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs or the potentially dilutive impact of stock-based compensation.
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 anticipate that our operating expenses will continue to increase over the long-term as we invest in platform operations, technology and development to enhance our product capabilities including the integration of new advertising channels, and in sales and marketing to acquire new customers and increase our customers’ usage of our platform.
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.
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 income (loss) and cash flows.
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.
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, purchases of property and equipment in support of our growth, and acquisitions.
Components of Our Results of Operations We have one primary business activity and operate in a single operating and reportable segment. Revenue We generate revenue by providing marketers and their advertising agencies with the ability to plan, buy and measure their digital advertising campaigns using our people-based DSP.
Components of Our Results of Operations We have one primary business activity and operate in a single operating and reportable segment. Revenue We generate revenue by providing marketers and their advertising agencies with the ability to plan, buy and measure their digital advertising campaigns using our DSP.
Revolving Credit Facility As of December 31, 2023, our Amended Loan Agreement provided us with access to a $75.0 million senior secured revolving credit facility with a maturity date of April 4, 2028 that is collateralized by security interests in substantially all of our assets.
Revolving Credit Facility As of December 31, 2024, our Amended Loan Agreement provided us with access to a $75.0 million senior secured revolving credit facility with a maturity date of April 4, 2028 that is collateralized by security interests in substantially all of our assets.
(2) The estimated income tax effect of our share of non-GAAP reconciling items for the year ended December 31, 2022 is calculated using an assumed blended tax rate of 45%, which represents our expected corporate tax rate, excluding discrete and non-recurring tax items .
(2) The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the year ended December 31, 2022 is calculated using an assumed blended tax rate of 45% , which represents our expected corporate tax rate, excluding discrete and non-recurring tax items.
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.
Reconciliations of these non-GAAP financial measures for each quarter of our fiscal years ended December 31, 2024 and 2023 to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented below.
Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented.
Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented. Net income (loss) as a percentage of gross profit is the most comparable GAAP financial measure.
(1) Contribution ex-TAC, non-GAAP net income (loss) and adjusted EBITDA are non-GAAP financial measures.
(1) Contribution ex-TAC, non-GAAP net income and adjusted EBITDA are non-GAAP financial measures.
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.
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, transaction expense and non-operational media purchases.
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
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. 76
We did not have any other off-balance sheet arrangements as of December 31, 2023 other than the minimum payments under the operating leases, hosting arrangements, and the indemnification agreements described in Note 13—Commitments and Contingencies to our consolidated financial statements included elsewhere in this Annual Report.
We did not have any other off-balance sheet arrangements as of December 31, 2024 other than the minimum payments under the operating leases, hosting arrangements, and the indemnification agreements described above and in Note 13—Commitments and Contingencies to our consolidated financial statements included elsewhere in this Annual Report.
From time to time, our subsidiary, Viant Technology LLC, makes cash distributions on a pro rata basis to its members to the extent necessary to cover the members' tax liabilities with respect to their share of earnings of Viant Technology LLC. These payments are reflected within "Payment of member tax distributions" on the consolidated statements of cash flows.
From time to time, our subsidiary, Viant Technology LLC, makes cash distributions on a pro rata basis to its members to the extent necessary to cover the members’ tax liabilities with respect to their share of earnings of Viant Technology LLC. These payments are reflected within “Payment of member tax distributions” on the consolidated statements of cash flows.
(2) See Note 2 to our consolidated financial statements included elsewhere in this Annual Report for a description of the earnings (loss) per share—basic and diluted computations. 56 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Quarterly Non-GAAP Financial Measures We monitor certain non-GAAP financial measures such as contribution ex-TAC, adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC when evaluating our quarterly results of operations to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies.
(2) See Note 2 to our consolidated financial statements included elsewhere in this Annual Report for a description of the earnings (loss) per share—basic and diluted computations. 57 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Quarterly Non-GAAP Financial Measures We monitor certain non-GAAP financial measures such as contribution ex-TAC, non-GAAP operating expenses, adjusted EBITDA, adjusted EBITDA as a percentage of contribution ex-TAC, and non-GAAP net income when evaluating our quarterly results of operations to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies.
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.
The following discusses our financial condition and results of operations for our fiscal year ended December 31, 2024 compared to our fiscal year ended December 31, 2023 as well as discussions of our financial condition and results of operations for our fiscal year ended December 31, 2023 compared to our fiscal year ended December 31, 2022.
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".
Fiscal 2023 Changes in Cash Flows For the comparison of fiscal 2023 to fiscal 2022, 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, 2023, filed with the SEC on March 4, 2024 under the subheading "Liquidity and Capital Resources".
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.
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 on Form 10-K ("Annual Report").
(2) The estimated income tax effect of our share of non-GAAP reconciling items is calculated using quarterly assumed blended tax rates, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items . 59 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) Key Operating and Financial Performance Measures Use of Non-GAAP Financial Measures We monitor certain non-GAAP financial measures to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies.
(4) The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items is calculated using quarterly assumed blended tax rates, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items . 61 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) Key Operating and Financial Performance Measures Use of Non-GAAP Financial Measures We monitor certain non-GAAP financial measures to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies.
Our use of non-GAAP net income (loss) has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP.
Our use of non-GAAP net income (loss) has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our financial results as reported under GAAP.
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 DSP is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our Household ID ("HHID") and strategic partner data to reach target audiences at scale.
Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our quarterly and annual business outlook to the investment community.
Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our business outlook to the investment community.
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.
Commitments As of December 31, 2024, 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 $5.7 million in 2025, $5.4 million in 2026, $5.4 million in 2027, $4.1 million in 2028, and $3.6 million in 2029 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 $15.4 million in 2025, $15.0 million in 2026, $10.5 million in 2027, and $2.1 million in 2028.
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.
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; future minimum payments under our non-cancelable operating leases; repurchases under the stock repurchase program; and acquisitions.
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.
In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs.
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.
For the year ended December 31, 2023, Class B common stock, restricted stock units, and nonqualified stock options have been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under both the if-converted and treasury stock method. 67 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, 2024, 2023 and 2022.
For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC, 45 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) non-GAAP net income (loss) and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with GAAP, see “ —Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures. ” Factors Affecting Our Performance Attract, Retain and Grow our Customer Base Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and add new customers.
For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC, non- 46 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) GAAP net income and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America ("GAAP"), see “ —Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures. ” Factors Affecting Our Performance Attract, Retain and Grow our Customer Base Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and add new customers.
Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expenses and the extinguishment of debt.
Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and non-operational media purchases.
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.
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 expense and non-operational media purchases, as well as the income tax effect of these 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 Amended Loan Agreement 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 will be sufficient to meet our cash requirements over the next 12 months from the date of this report.
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 DSP is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on connected TV ("CTV"), streaming audio, digital out-of-home, mobile and desktop.
(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.
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 income (loss) after 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 income (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) $ (0.17) Earnings (loss) per share of Class A common stock—diluted $ (0.84) $ (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.
For the year ended December 31, 2023, Class B common stock 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.
For the year ended December 31, 2024, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted method.
Cash Flows Cash flows from operating, investing and financing activities for the fiscal years ended December 31, 2023 and 2022, as reflected in the consolidated statements of cash flows included in Item 8 of this Annual Report, are summarized in the following table: Year Ended December 31, 2023 2022 Consolidated Statements of Cash Flows Data Cash flows provided by (used in) operating activities $ 37,752 $ (3,530) Cash flows used in investing activities (13,476) (8,826) Cash flows used in financing activities (14,391) (19,551) Net increase (decrease) in cash and cash equivalents $ 9,885 $ (31,907) Cash Flows Provided by (Used in) Operating Activities Our cash flows from operating activities have been primarily influenced by growth in our operations, increases or decreases in collections from our customers and related payments to our suppliers of advertising media and data.
Cash Flows Cash flows from operating, investing and financing activities for the fiscal years ended December 31, 2024 and 2023, as reflected in the consolidated statements of cash flows included in Item 8 of this Annual Report, are summarized in the following table: Year Ended December 31, 2024 2023 Consolidated Statements of Cash Flows Data Cash flows provided by operating activities $ 51,767 $ 37,752 Cash flows used in investing activities (27,744) (13,476) Cash flows used in financing activities (35,433) (14,391) Net increase (decrease) in cash and cash equivalents $ (11,410) $ 9,885 Cash Flows Provided by Operating Activities Our cash flows from operating activities have been primarily influenced by growth in our operations, increases or decreases in collections from our customers and related payments to our suppliers of advertising media and data.
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. 60 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 calculation of gross profit and reconciliation of gross profit to contribution ex-TAC for the periods presented: Year Ended December 31, 2023 2022 2021 Revenue $ 222,934 $ 197,168 $ 224,127 Less: Platform operations (120,479) (116,725) (129,604) Gross profit 102,455 80,443 94,523 Add: Other platform operations 40,927 44,285 46,977 Contribution ex-TAC $ 143,382 $ 124,728 $ 141,500 Non-GAAP Operating Expenses Non-GAAP operating expenses is a non-GAAP financial measure.
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. 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 calculation of gross profit and reconciliation of gross profit to contribution ex-TAC for the periods presented: Year Ended December 31, 2024 2023 2022 Revenue $ 289,235 $ 222,934 $ 197,168 Less: Platform operations (157,164) (120,479) (116,725) Gross profit 132,071 102,455 80,443 Add: Other platform operations 45,319 40,927 44,285 Contribution ex-TAC $ 177,390 $ 143,382 $ 124,728 Non-GAAP operating expenses Non-GAAP operating expenses is a non-GAAP financial measure.
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.
Tax Receivable Agreement In connection with our initial public offering ("IPO"), we entered into a Tax Receivable Agreement (the "TRA") with Viant Technology LLC, continuing members of Viant Technology LLC (our “pre-IPO owners”) and the TRA Representative (as defined in the TRA), as described under Note 10—Income Taxes and Tax Receivable Agreement to our consolidated financial statements included elsewhere in this Annual Report.
We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns.
We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. We expect ViantAI to accelerate market share gains and expand our total addressable market.
This included a reduction of our employee headcount by approximately 13% resulting in restructuring charges of $1.4 million for the year ended December 31, 2022, consisting primarily of cash severance payments, employee benefits and related costs. 46 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Growth of the Digital Advertising Market We expect to continue to benefit from overall adoption of programmatic advertising by marketers and their agencies.
This included a reduction of our employee headcount by approximately 13% resulting in restructuring charges of $1.4 million for the year ended December 31, 2022, consisting primarily of cash severance payments, employee benefits and related costs. Growth of the Digital Advertising Market We expect to continue to benefit from overall adoption of programmatic advertising by marketers and their agencies.
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.
As of December 31, 2024, the Company was in compliance with all applicable covenants under the Amended Loan Agreement. 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.
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.
Cash flows provided by operating activities during the year ended December 31, 2024 resulted primarily from: • an increase of $12.5 million from net income; • an increase of $43.0 million due to noncash add back adjustments to net income primarily comprised of $21.0 million for stock-based compensation, $16.5 million for depreciation and amortization, $4.0 million of noncash lease expense and $1.4 million for the provision for doubtful accounts; • a decrease of $1.5 million from changes in working capital (excluding deferred revenue, other liabilities, and operating lease liabilities), including a net decrease of $34.1 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 $32.6 million in accounts payable, accrued liabilities and accrued compensation primarily related to timing of payments; • a decrease in operating lease liabilities of $4.1 million; and • an increase in other liabilities of $1.8 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.
(3) The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation and restructuring and other charges attributed to the noncontrolling interests outstanding during the period. 70 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, 2024, we had cash and cash equivalents of $205.0 million and working capital, consisting of current assets less current liabilities, of $217.0 million, compared to cash and cash equivalents of $216.5 million and working capital of $231.6 million as of December 31, 2023.
Year Ended December 31, 2023 2022 Change (%) NM = Not Meaningful Operating and Financial Performance Measures Gross profit $ 102,455 $ 80,443 27 % Contribution ex-TAC $ 143,382 $ 124,728 15 % Total operating expenses $ 241,230 $ 246,428 (2) % Non-GAAP operating expenses $ 114,281 $ 130,860 (13) % Net loss $ (9,943) $ (48,089) 79 % Adjusted EBITDA $ 29,101 $ (6,132) 575 % Net loss as a percentage of gross profit (10) % (60) % NM Adjusted EBITDA as a percentage of contribution ex-TAC 20 % (5) % NM Non-GAAP net income (loss) $ 21,743 $ (15,810) 238 % Earnings (loss) per share—basic $ (0.23) $ (0.84) 73 % Earnings (loss) per share—diluted $ (0.23) $ (0.84) 73 % Non-GAAP earnings (loss) per share—basic $ 0.26 $ (0.17) 253 % Non-GAAP earnings (loss) per share—diluted $ 0.26 $ (0.17) 253 % Contribution ex-TAC Contribution ex-TAC is a non-GAAP financial measure.
Year Ended December 31, Change (%) 2024 2023 2022 2024 v 2023 2023 v 2022 NM = Not Meaningful Operating and Financial Performance Measures Gross profit $ 132,071 $ 102,455 $ 80,443 29 % 27 % Contribution ex-TAC $ 177,390 $ 143,382 $ 124,728 24 % 15 % Total operating expenses $ 285,757 $ 241,230 $ 246,428 18 % (2) % Non-GAAP operating expenses $ 132,949 $ 114,281 $ 130,860 16 % (13) % Net income (loss) $ 12,452 $ (9,943) $ (48,089) 225 % 79 % Adjusted EBITDA $ 44,441 $ 29,101 $ (6,132) 53 % 575 % Net income (loss) as a percentage of gross profit 9 % (10) % (60) % NM NM Adjusted EBITDA as a percentage of contribution ex-TAC 25 % 20 % (5) % NM NM Non-GAAP net income (loss) $ 34,661 $ 21,743 $ (15,810) 59 % 238 % Earnings (loss) per share—basic $ 0.15 $ (0.23) $ (0.84) 165 % 73 % Earnings (loss) per share—diluted $ 0.14 $ (0.23) $ (0.84) 161 % 73 % Non-GAAP earnings (loss) per share—basic $ 0.41 $ 0.26 $ (0.17) 58 % 253 % Non-GAAP earnings (loss) per share—diluted $ 0.39 $ 0.26 $ (0.17) 50 % 253 % Contribution ex-TAC Contribution ex-TAC is a non-GAAP financial measure.
This increase was driven by a $7.1 million increase 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.
This increase was primarily due to a $32.3 million increase 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.
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.
We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee that we charge customers. For the year ended December 31, 2024 compared to the year ended December 31, 2023, our revenue grew 29.7%.
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.
Our cash flows used in investing activities for the year ended December 31, 2024 was $27.7 million, a net increase of $14.3 million, or 106%, from cash flows used in investing activities for the year ended December 31, 2023 of $13.5 million.
During the year ended December 31, 2022 , cash used in investing activities of $8.8 million resulted from $8.1 million of investments in capitalized software development costs and $0.8 million of purchases of property and equipment.
During the year ended December 31, 2023 , cash used in investing activities of $13.5 million resulted from $12.3 million of investments in capitalized software development costs and $1.2 million of purchases of property and equipment.
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.
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. ASC 606 provides various optional practical expedients.
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.
Total Other Expense (Income), Net Year Ended December 31, 2024 vs 2023 Change 2023 vs 2022 Change 2024 2023 2022 $ % $ % Total other expense (income), net $ (9,223) $ (8,504) $ (1,171) $ (719) 8 % $ (7,333) 626 % Percentage of revenue (3) % (4) % (1) % Total other income, net increased by $0.7 million, or 8%, during the year ended December 31, 2024 compared to the year ended December 31, 2023.
For the percentage of spend pricing option, we typically bill customers a platform fee, and in certain instances an additional service fee, which is based on a specified percentage of the customer’s purchases through the platform as well as fees for additional features such as data and advanced reporting, plus the cost of TAC.
For the percentage of spend pricing option, we typically bill customers a platform fee, and in certain instances an additional service fee, which is based on a specified percentage of the customer’s purchases through the platform as well as fees for additional 74 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) features such as data and advanced reporting, plus the cost of TAC.
The Black-Scholes option pricing model is impacted by the fair value of the Company’s Class A common stock, as well as changes in certain assumptions, including but not limited to, the expected Class A common stock price volatility over the term of the nonqualified stock options, the expected term of the nonqualified stock options, the risk-free interest rate, and the expected dividend yield.
The Black-Scholes option pricing model is impacted by the fair value of the Company’s Class A common stock, as well as changes in certain assumptions, including but 75 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) not limited to, the expected Class A common stock price volatility over the term of the nonqualified stock options, the expected term of the nonqualified stock options, the risk-free interest rate, and the expected dividend yield.
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.
General and Administrative Year Ended December 31, 2024 vs 2023 Change 2023 vs 2022 Change 2024 2023 2022 $ % $ % General and administrative $ 51,103 $ 45,345 $ 44,452 $ 5,758 13 % $ 893 2 % Percentage of revenue 18 % 20 % 23 % General and administrative expense increased by $5.8 million, or 13%, during the year ended December 31, 2024 compared to the year ended December 31, 2023.
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 expense decreased by $13.3 million, or 21%, during the year ended December 31, 2023 compared to the year ended December 31, 2022.
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 expense increased by $0.9 million, or 2%, during the year ended December 31, 2023 compared to the year ended December 31, 2022.
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.
Sales and Marketing Year Ended December 31, 2024 vs 2023 Change 2023 vs 2022 Change 2024 2023 2022 $ % $ % Sales and marketing $ 53,750 $ 50,650 $ 63,957 $ 3,100 6 % $ (13,307) (21) % Percentage of revenue 19 % 23 % 32 % Sales and marketing expense increased by $3.1 million, or 6%, during the year ended December 31, 2024 compared to the year ended December 31, 2023.
The following table presents the calculation of net loss as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented: 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.
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, 2024 2023 2022 Gross profit $ 132,071 $ 102,455 $ 80,443 Net income (loss) $ 12,452 $ (9,943) $ (48,089) Net income (loss) as a percentage of gross profit 9 % (10) % (60) % Contribution ex-TAC (1) $ 177,390 $ 143,382 $ 124,728 Adjusted EBITDA $ 44,441 $ 29,101 $ (6,132) Adjusted EBITDA as a percentage of contribution ex-TAC 25 % 20 % (5) % 65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) (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 expense and non-operational media purchases, as well as the income tax effect of these adjustments.
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.
Cash flows used in investing activities for the year ended December 31, 2024 resulted primarily from: • $15.2 million of investments in capitalized software to develop our technology in support of enhancing our platform; • $10.0 million of cash paid related to the acquisition of IRIS.TV; and • $2.5 million of purchases of property and equipment.
During the years ended December 31, 2023, 2022 and 2021, interest expense incurred was $0.4 million, $0.5 million and $0.9 million, respectively. Interest costs capitalized during the years ended December 31, 2023, 2022 and 2021 were de minimis.
During the years ended December 31, 2024, 2023 and 2022, interest expense incurred was $0.4 million, $0.4 million and $0.5 million, respectively.
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.
During the year ended December 31, 2023, cash provided by operating activities of $37.8 million resulted primarily from a net loss of $9.9 million; an increase of $51.2 million primarily due to noncash add back adjustments to net loss of $32.3 million for stock-based compensation, $14.7 million for depreciation and amortization and $4.0 million of noncash lease expense; a decrease in net working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $0.6 million; 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.
Impact of Macroeconomic and Geopolitical Conditions Macroeconomic conditions and geopolitical events, such as pandemics, inflation, rising interest rates, tightening of credit markets, recession risks, labor shortages, supply chain disruptions, and potential disruptions from international conflicts and acts of terrorism, have impacted and may continue to impact our business and the business of our customers, while also disrupting sales channels and advertising and marketing activities.
Impact of Macroeconomic and Geopolitical Conditions Macroeconomic conditions and geopolitical events, such as pandemics, inflation, high interest rates, tariffs, tightening of credit markets, recession risks, labor shortages, supply chain disruptions, political election cycles, changes in laws and interpretations of laws, changes in the volume and relative mix of U.S. government spending, cost-cutting and efficiency initiatives and potential disruptions from international conflicts and acts of terrorism, have impacted and may continue to impact our business and the business of our customers, while also disrupting sales channels and advertising and marketing activities.
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.
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.
The Amended Loan Agreement contains customary conditions to borrowings, events of default and covenants, and also contains a financial covenant requiring us to maintain a minimum fixed charge coverage ratio of 1.40 to 1 when undrawn availability 68 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) under the Amended Loan Agreement is less than 25%.
The Amended Loan Agreement contains customary conditions to borrowings, events of default and covenants, and also contains a financial covenant requiring 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%.
We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the continued growth of our business.
Historically, the fourth quarter has reflected our highest level of advertising activity and related revenue for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the continued growth of our business.
(2) The estimated income tax effect of our share of non-GAAP reconciling items for the year ended December 31, 2023 is calculated using an assumed blended tax rate of 21%, which represents our expected corporate tax rate, excluding discrete and non-recurring tax items .
(4) The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the years ended December 31, 2024, 2023 and 2022 is calculated using assumed blended tax rates of 25%, 21% and 45%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items .
TAC recorded in platform operations consist of amounts incurred and payable to suppliers for costs associated with our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option.
TAC recorded in platform operations consist of amounts incurred and payable to suppliers for costs associated with our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. Personnel costs within platform operations include salaries, bonuses, stock-based compensation and employee benefit costs primarily attributable to personnel who directly support our platform.
Our cash flows used in financing activities for the year ended December 31, 2023 was $14.4 million, a net decrease of $5.2 million, or 26%, from cash flows used in financing activities for the year ended December 31, 2022 of $19.6 million.
Our cash flows used in financing activities for the year ended December 31, 2024 was $35.4 million, a net increase of $21.0 million, or 146%, from cash flows used in financing activities for the year ended December 31, 2023 of $14.4 million.
In particular, we believe that the elimination of stock-based compensation, gain on 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 provides additional insight into our core controllable costs.
In particular, we believe that the elimination of 66 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs.
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.
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 Amended Loan Agreement (as defined below) with PNC Bank. Other expense, net .
As of December 31, 2023, there was no outstanding balance and up to $74.1 million of undrawn availability under the Amended Loan Agreement. As of December 31, 2022, there was no outstanding balance and up to $39.6 million of undrawn availability under the Loan Agreement.
As of December 31, 2024, there was no outstanding balance and up to $74.1 million of undrawn availability under the revolving credit facility.
Cash Flows Used in Financing Activities Our financing activities have consisted primarily of proceeds from borrowings and repayments of our debt, issuances of our equity and payments of member distributions in accordance with their assumed tax liabilities.
Cash Flows Used in Financing Activities Our financing activities have consisted primarily of repayments of our debt, issuances of our equity and payments of member distributions in accordance with their assumed tax liabilities, repurchases of stock in connection with the taxes paid related to the vesting of equity awards and repurchases of stock related to the stock repurchase program.
The following table presents a reconciliation of total operating expenses to non-GAAP operating expenses for the periods presented: Year Ended December 31, 2023 2022 2021 Operating expenses: Platform operations $ 120,479 $ 116,725 $ 129,604 Sales and marketing 50,650 63,957 65,042 Technology and development 24,756 21,294 25,372 General and administrative 45,345 44,452 46,904 Total operating expenses 241,230 246,428 266,922 Add: Other expense, net 90 310 60 Less: Traffic acquisition costs (79,552) (72,440) (82,627) Stock-based compensation (32,291) (28,901) (68,822) Depreciation and amortization (14,731) (13,131) (11,141) Restructuring and other (1) (465) (1,406) — Non-GAAP operating expenses $ 114,281 $ 130,860 $ 104,392 61 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for percentages and per share data) (1) Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the year ended December 31, 2023 and severance and other charges related to a reduction in force for the year ended December 31, 2022.
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. 63 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 a reconciliation of total operating expenses to non-GAAP operating expenses for the periods presented: Year Ended December 31, 2024 2023 2022 Operating expenses: Platform operations $ 157,164 $ 120,479 $ 116,725 Sales and marketing 53,750 50,650 63,957 Technology and development 23,740 24,756 21,294 General and administrative 51,103 45,345 44,452 Total operating expenses 285,757 241,230 246,428 Add: Other expense, net 12 90 310 Less: Traffic acquisition costs (111,845) (79,552) (72,440) Stock-based compensation (21,034) (32,291) (28,901) Depreciation and amortization (16,461) (14,731) (13,131) Restructuring and other (1) (467) (465) (1,406) Transaction expense (2) (1,742) — — Non-operational media purchases (3) (1,271) — — Non-GAAP operating expenses $ 132,949 $ 114,281 $ 130,860 (1) Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the years ended December 31, 2024 and 2023, and severance and other charges related to a reduction in force for the year ended December 31, 2022.
Investment in Growth We believe that the advertising market is in the early stages of a shift toward programmatic advertising. We plan to invest for long-term growth.
For a detailed discussion of our key operating measures, see “ —Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures. ” Investment in Growth We believe that the advertising market is in the early stages of a shift toward programmatic advertising. We plan to invest for long-term growth.
Our financial results for the fiscal years ended December 31, 2023 and 2022, respectively, include: • Revenue of $222.9 million and $197.2 million, representing an increase of 13.1%; • Gross profit of $102.5 million and $80.4 million, representing an increase of 27.4%; • Contribution ex-TAC (1) of $143.4 million and $124.7 million, representing an increase of 15.0%; • Net loss of $9.9 million and $48.1 million, representing an improvement of 79.3%; • Non-GAAP net income (loss) (1) of $21.7 million and $(15.8) million, representing an improvement of 237.5%; and • Adjusted EBITDA (1) of $29.1 million and $(6.1) million, representing an improvement of 574.6%.
Our financial results for the fiscal years ended December 31, 2024 and 2023, respectively, include: • Revenue of $289.2 million and $222.9 million, representing an increase of 29.7%; • Gross profit of $132.1 million and $102.5 million, representing an increase of 28.9%; • Contribution ex-TAC (1) of $177.4 million and $143.4 million, representing an increase of 23.7%; • Net income (loss) of $12.5 million and $(9.9) million, representing an improvement of 225.2%; • Non-GAAP net income (1) of $34.7 million and $21.7 million, representing an increase of 59.4%; and • Adjusted EBITDA (1) of $44.4 million and $29.1 million, representing an increase of 52.7%.
There was no provision for income taxes for the years ended December 31, 2022 and 2021. 53 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Quarterly Results of Operations The following tables present our unaudited quarterly condensed consolidated statements of operations data for each quarter of our fiscal years ended December 31, 2023 and 2022.
This increase was attributable to federal and state taxes resulting from Viant Technology Inc.'s pro-rata share of taxable income from Viant Technology LLC. 54 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (tabular dollars in thousands, except for per share data) Quarterly Results of Operations The following tables present our unaudited quarterly condensed consolidated statements of operations data for each quarter of our fiscal years ended December 31, 2024 and 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs 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.
Biggest changeAs of December 31, 2024, 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