(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter)~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of August ~~11, 2021~~5, 2022, there were ~~12,819,561~~14,253,800 shares and ~~47,435,559~~47,082,260 shares of the registrant’s Class A and Class B common stock, respectively, $0.001 par value per share, outstanding.

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	51,200		$	50,411		$	93,829		$	90,555
Operating expenses:
Platform operations		30,950			31,715			57,144			56,059
Sales and marketing		17,286			20,553			31,042			34,738
Technology and development		5,011			8,031			10,014			13,931
General and administrative		11,725			14,075			22,808			24,495
Total operating expenses		64,972			74,374			121,008			129,223
Loss from operations		(13,772	)		(23,963	)		(27,179	)		(38,668	)
Interest expense, net		21			241			173			476
Other expense (income), net		299			1			303			(68	)
Gain on extinguishment of debt		—			(6,110	)		—			(6,110	)
Total other expense (income), net		320			(5,868	)		476			(5,702	)
Net loss		(14,092	)		(18,095	)		(27,655	)		(32,966	)
Less: Net loss attributable to noncontrolling interests		(10,691	)		(14,440	)		(21,062	)		(26,206	)
Net loss attributable to Viant Technology Inc.	$	(3,401	)	$	(3,655	)	$	(6,593	)	$	(6,760	)
Loss per share of Class A common stock:
Basic	$	(0.24	)	$	(0.32	)	$	(0.47	)	$	(0.59	)
Diluted	$	(0.24	)	$	(0.32	)	$	(0.47	)	$	(0.59	)
Weighted-average shares of Class A common stock outstanding:
Basic		14,114			11,500			13,962			11,500
Diluted		14,114			11,500			13,962			11,500

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	As of June 30,			As of December 31,			As of June 30,			As of December 31,
	2021			2020			2022			2021
Assets
Current assets:
Cash	$	252,271		$	9,629		$	207,248		$	238,480
Accounts receivable, net of allowances		63,747			89,767			93,481			110,739
Prepaid expenses and other current assets		4,219			4,487			2,911			2,967
Total current assets		320,237			103,883			303,640			352,186
Property, equipment, and software, net		20,946			13,829			22,525			22,331
Operating lease assets								19,688			—
Intangible assets, net		2,400			3,015			1,222			1,786
Goodwill		12,422			12,422			12,422			12,422
Other assets		373			371			397			406
Total assets	$	356,378		$	133,520		$	359,894		$	389,131
Liabilities, convertible preferred units and stockholders' equity/members' equity
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Accounts payable	$	24,537		$	29,763		$	28,239		$	32,877
Accrued liabilities		19,440			24,677			31,558			34,086
Accrued compensation		7,880			9,711			7,603			12,247
Current portion of long-term debt		—			3,353
Current portion of deferred revenue		1,637			2,725			64			1,317
Accrued member tax distributions		192			6,878
Current portion of operating lease liabilities								2,014			—
Other current liabilities		2,118			2,549			1,245			2,531
Total current liabilities		55,804			79,656			70,723			83,058
Long-term debt		17,500			20,182			—			17,500
Long-term portion of deferred revenue		5,617			5,612			—			5,234
Long-term portion of operating lease liabilities								18,994			—
Other long-term liabilities		405			453			—			765
Total liabilities		79,326			105,903			89,717			106,557
Commitments and contingencies (Note 12)
Convertible preferred units
2019 convertible preferred units, no par value; NaN issued and outstanding as of June 30, 2021 and 600,000 units authorized, issued and outstanding as of December 31, 2020; liquidation preference $5,444 as of December 31, 2020		—			7,500
Members' equity
Common units, no par value; NaN issued and outstanding as of June 30, 2021 and 400,000 units authorized, issued and outstanding as of December 31, 2020		—			—
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.001 par value
Authorized shares — 10,000,000
Issued and outstanding — NaN								—			—
Class A common stock, $0.001 par value
Authorized shares — 450,000,000
Issued — 14,393,501 and 13,920,868
Outstanding — 14,253,800 and 13,704,638								14			14
Class B common stock, $0.001 par value
Authorized shares — 150,000,000
Issued and outstanding — 47,082,260 and 47,107,130								47			47
Additional paid-in capital		—			92,187			89,276			82,888
Accumulated deficit		—			(72,070	)		(29,380	)		(20,139	)
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, NaN issued and outstanding as of June 30, 2021		—			—
Class A common stock, $0.001 par value; 450,000,000 shares authorized and 11,500,000 shares issued and outstanding as of June 30, 2021		12			—
Class B common stock, $0.001 par value; 150,000,000 shares authorized and 47,435,559 shares issued and outstanding as of June 30, 2021		47			—
Additional paid-in capital		102,040			—
Accumulated deficit		(6,759	)		—
Total stockholders' equity attributable to Viant Technology Inc./members' equity		95,340			20,117
Treasury stock, at cost; 139,701 and 216,230 shares held								(861	)		(2,648	)
Total stockholders’ equity attributable to Viant Technology Inc.								59,096			60,162
Noncontrolling interests		181,712			—			211,081			222,412
Total equity		277,052			20,117			270,177			282,574
Total liabilities, convertible preferred units and stockholders' equity/members' equity	$	356,378		$	133,520
Total liabilities and stockholders’ equity							$	359,894		$	389,131

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

Revenue

$
50,411

$
30,425

$
90,555

$
68,585

Operating expenses:

Platform operations

31,715

18,589

56,059

42,192

Sales and marketing

20,553

5,742

34,738

12,872

Technology and development

8,031

1,984

13,931

4,134

General and administrative

14,075

3,891

24,495

8,547

Total operating expenses

74,374

30,206

129,223

67,745

Income (loss) from operations

(23,963
)

219

(38,668
)

840

Interest expense, net

241

244

476

525

Other expense (income), net

1

5

(68
)

16

Gain on extinguishment of debt

(6,110
)

—

(6,110
)

—

Total other expense (income), net

(5,868
)

249

(5,702
)

541

Net income (loss)

(18,095
)

(30
)

(32,966
)

299

Less: Net loss attributable to noncontrolling interests

(14,440
)

—

(26,206
)

—

Net income (loss) attributable to Viant Technology Inc.

$
(3,655
)

$
(30
)

$
(6,760
)

$
299

Earnings (loss) per Class A common stock/unit:

Basic

$
(0.32
)

$
(0.08
)

$
(0.59
)

$
0.30

Diluted

$
(0.32
)

$
(0.08
)

$
(0.59
)

$
0.30

Weighted-average Class A common stock/units outstanding:

Basic

11,500

400

11,500

400

Diluted

11,500

400

11,500

1,000

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

Convertible
Preferred Units

Common
Units

Class A
Common Stock

Class B
Common Stock

Additional
Paid-In

Accumulated

Members'

Noncontrolling

Total

Units

Amount

Units

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Interests

Equity

Balance as of
   December 31,
   2020

600

$
7,500

400

$
—

—

$
—

—

$
—

$
—

$
—

$
20,117

$
—

$
20,117

Net income
   prior to
   Reorganization
   Transactions

669

669

Effect of
   Reorganization
   Transactions

(600
)

(7,500
)

(400
)

—

48,936

49

28,237

(20,786
)

7,500

Issuance of
   Class A
   common stock
   in initial public
   offering, net of
   underwriting
   and offering costs

11,500

12

(1,500
)

(2
)

228,175

228,185

Allocation of
   equity to
   noncontrolling
   interests

(208,587
)

208,587

—

Accrued
   member tax
   distributions

75

75

Stock-based
   compensation

19,756

19,756

Net loss
   subsequent to
   Reorganization
   Transactions

(3,104
)

(12,435
)

(15,539
)
Balance as of
   March 31, 2021

—

$
—

—

$
—

11,500

$
12

47,436

$
47

$
67,656

$
(3,104
)

$
—

$
196,152

$
260,763

Accrued
   member tax
   distributions

(192
)

(192
)
Stock-based
   compensation

34,576

34,576

Net loss

(3,655
)

(14,440
)

(18,095
)
Balance as of
   June 30, 2021

—

$
—

—

$
—

11,500

$
12

47,436

$
47

$
102,040

$
(6,759
)

$
—

$
181,712

$
277,052

	Class A Common Stock				Class B Common Stock					Additional Paid-In			Accumulated			Treasury Stock						Noncontrolling			Total
	Shares		Amount		Shares			Amount		Capital			Deficit			Shares			Amount			Interests			Equity
Balance as of December 31, 2021		13,921	$	14		47,107		$	47	$	82,888		$	(20,139	)		(216	)	$	(2,648	)	$	222,412		$	282,574
Exchange of Class B common stock for Class A common stock		25		—		(25	)		—		—			—			—			—			—			—
Issuance of common stock in connection with equity-based compensation plans		126		—		—			—		—			—			—			—			—			—
Reissuance of treasury stock in connection with equity-based compensation plans		—		—		—			—		—			(2,648	)		216			2,648			—			—
Allocation of equity to noncontrolling interests		—		—		—			—		(4,276	)		—			—			—			4,276			—
Accrued member tax distributions		—		—		—			—		(12	)		—			—			—			—			(12	)
Stock-based compensation		—		—		—			—		7,326			—			—			—			—			7,326
Net loss		—		—		—			—		—			(3,192	)		—			—			(10,371	)		(13,563	)
Balance as of March 31, 2022		14,072	$	14		47,082		$	47	$	85,926		$	(25,979	)		—		$	—		$	216,317		$	276,325
Issuance of common stock in connection with equity-based compensation plans		322		—		—			—		—			—			—			—			—			—
Repurchase of treasury shares in connection with the taxes paid related to net share settlement of equity awards		—		—		—			—		—			—			(140	)		(861	)		—			(861	)
Allocation of equity to noncontrolling interests		—		—		—			—		(5,455	)		—			—			—			5,455			—
Accrued member tax distributions		—		—		—			—		(16	)		—			—			—			—			(16	)
Stock-based compensation		—		—		—			—		8,821			—			—			—			—			8,821
Net loss		—		—		—			—		—			(3,401	)		—			—			(10,691	)		(14,092	)
Balance as of June 30, 2022		14,394	$	14		47,082		$	47	$	89,276		$	(29,380	)		(140	)	$	(861	)	$	211,081		$	270,177

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED UNITS AND EQUITY – (continued)

Convertible
Preferred Units

Common
Units

Additional
Paid-In

Accumulated

Total Members'

Units

Amount

Units

Amount

Capital

Deficit

Equity

Balance as of December 31, 2019

600

$
7,500

400

$
—

$
92,187

$
(76,982
)

$
15,205

Accrued member tax distributions

(390
)

(390
)
Net income

329

329

Balance as of March 31, 2020

600

$
7,500

400

$
—

$
92,187

$
(77,043
)

$
15,144

Accrued member tax distributions

(356
)

(356
)
Net loss

(30
)

(30
)
Balance as of June 30, 2020

600

$
7,500

400

$
—

$
92,187

$
(77,429
)

$
14,758

	Convertible Preferred Units						Common Units					Class A Common Stock				Class B Common Stock						Additional Paid-In			Accumulated			Members'			Treasury Stock				Noncontrolling			Total
	Units			Amount			Units			Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Equity			Shares		Amount		Interests			Equity
Balance as of December 31, 2020		600		$	7,500			400		$	—		—	$	—		—		$	—		$	—		$	—		$	20,117			—	$	—	$	—		$	20,117
Net income prior to Reorganization Transactions		—						—					—		—		—			—						—			669			—		—		—			669
Effect of Reorganization Transactions		(600	)		(7,500	)		(400	)		—		—		—		48,936			49			28,237			—			(20,786	)		—		—		—			7,500
Issuance of Class A common stock in initial public offering, net of underwriting and offering costs		—			—			—			—		11,500		12		(1,500	)		(2	)		228,175			—			—			—		—		—			228,185
Allocation of equity to noncontrolling interests		—			—			—			—		—		—		—			—			(208,587	)		—			—			—		—		208,587			—
Accrued member tax distributions		—			—			—			—		—		—		—			—			75			—			—			—		—		—			75
Stock-based compensation		—			—			—			—		—		—		—			—			19,756			—			—			—		—		—			19,756
Net loss subsequent to Reorganization Transactions		—			—			—			—		—		—		—			—						(3,104	)		—			—		—		(12,435	)		(15,539	)
Balance as of March 31, 2021		—		$	—			—		$	—		11,500	$	12		47,436		$	47		$	67,656		$	(3,104	)	$	—			—	$	—	$	196,152		$	260,763
Accrued member tax distributions		—			—			—			—		—		—		—			—			(192	)		—			—			—		—		—			(192	)
Stock-based compensation		—			—			—			—		—		—		—			—			34,576			—			—			—		—		—			34,576
Net loss		—			—			—			—		—		—		—			—			—			(3,655	)		—			—		—		(14,440	)		(18,095	)
Balance as of June 30, 2021		—		$	—			—		$	—		11,500	$	12		47,436		$	47		$	102,040		$	(6,759	)	$	—			—	$	—	$	181,712		$	277,052

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Six Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income (loss)	$	(32,966	)	$	299
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net loss							$	(27,655	)	$	(32,966	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		5,051			5,154			6,380			5,051
Stock-based compensation		46,777			—			14,144			46,777
Recovery of doubtful accounts		(200	)		(140	)
Provision for (recovery of) doubtful accounts								51			(200	)
Loss on disposal of assets		8			—			305			8
Gain on extinguishment of debt		(6,110	)		—			—			(6,110	)
Amortization of operating lease assets								1,311			—
Changes in operating assets and liabilities:
Accounts receivable		26,220			16,307			17,206			26,220
Prepaid expenses and other assets		(1,753	)		(13	)		65			(1,753	)
Accounts payable		(5,126	)		2,204			(4,652	)		(5,126	)
Accrued liabilities		(4,939	)		(9,122	)		(2,528	)		(4,939	)
Accrued compensation		(1,831	)		(1,012	)		(4,607	)		(1,831	)
Deferred revenue		(1,082	)		(958	)		(6,486	)		(1,082	)
Operating lease liabilities								(957	)		—
Other liabilities		(478	)		(1,176	)		(1,096	)		(478	)
Net cash provided by operating activities		23,571			11,543
Net cash provided by (used in) operating activities								(8,519	)		23,571
Cash flows from investing activities:
Purchases of property and equipment		(266	)		(159	)		(397	)		(266	)
Capitalized software development costs		(3,750	)		(3,678	)		(3,941	)		(3,750	)
Net cash used in investing activities		(4,016	)		(3,837	)		(4,338	)		(4,016	)
Cash flows from financing activities:
Proceeds from Paycheck Protection Program Loan		—			6,035
Proceeds from issuance of common stock, net of underwriting discounts		232,500			—			—			232,500
Taxes paid related to net share settlement of equity awards								(861	)		—
Payment of member tax distributions		(6,805	)		—			(14	)		(6,805	)
Payment of offering costs		(2,608	)		—			—			(2,608	)
Net cash provided by financing activities		223,087			6,035
Net increase in cash		242,642			13,741
Repayment of revolving credit facility								(17,500	)		—
Net cash provided by (used in) financing activities								(18,375	)		223,087
Net increase (decrease) in cash								(31,232	)		242,642
Cash at beginning of period		9,629			4,815			238,480			9,629
Cash at end of period	$	252,271		$	18,556		$	207,248		$	252,271
Supplemental disclosure of cash flow information:
Cash paid for interest	$	360		$	650		$	167		$	360
Supplemental disclosure of non-cash investing and financing activities:
Stock-based compensation included in capitalized software development costs		7,556			—		$	2,003		$	7,556
Accrued member tax distributions		192			2,445		$	19		$	192
Capitalized assets financed by accounts payable and accrued liabilities		215			97		$	314		$	215
Noncash gain on extinguishment of debt related to Paycheck Protection Program loan		6,110			—		$	—		$	6,110

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ViantTechnologyInc. (the~~“Company,~~ “Company,”~~“we,~~ “we,” “us,”~~“our”~~ “our” or “Viant”)was incorporated in the State of Delawareon October9, 2020 for the purpose of facilitating an ~~Initial Public Offering~~initial public offering (“IPO”) and other related transactions. The Company operatesa demandsideplatform(“DSP”), Adelphic,an enterprisesoftwareplatformthatisused by marketers and theiradvertisingagenciesto centralizetheplanning,buying and measurementof theiradvertisingacross channels,includingdesktop,mobile,connectedTV,linearTV, in-game, streamingaudioand digitalbillboards.

On February 9, 2021, the Securities and Exchange Commission (“SEC”) declared effective the Company’s Form S-1 ~~was declared effective by the SEC~~ related to the IPO of its Class A common stock. The closing date of the IPO was February 12, 2021, and in connection with the closing and the corporate reorganization (the “Reorganization Transactions”), the following actions were taken:

Immediately following the closing of the IPO, Viant Technology LLC is the predecessor of the Company for financial reporting purposes. ~~The Company~~Viant Technology Inc. is a holding company, and its sole material asset is its equity interest in Viant Technology LLC. As the sole managing member of Viant Technology LLC, the Company operates and controls all of the business and affairs of Viant Technology LLC. The Reorganization Transactions are accounted for as a reorganization of entities under common control. As a result, the condensed consolidated financial statements of the Company recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of Viant Technology LLC. The Company ~~will consolidate~~consolidates Viant Technology LLC onin its condensed consolidated financial statements and ~~record~~records a noncontrolling interest related to the Class B units held by the Class B stockholders on its condensed consolidated balance ~~sheet~~sheets and ~~statement~~statements of operations.

The accompanying condensed consolidated financial statements arepreparedinaccordancewithaccounting principlesgenerallyacceptedintheUnitedStatesofAmerica(“GAAP”)for interim financial information which are unaudited andincludetheoperationsoftheCompany, Viant Technology LLC anditswhollyownedsubsidiaries. Viant Technology LLC is considered a variable interest ~~entity, or VIE.~~entity. The Company is the primary beneficiary and sole managing member of Viant Technology LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Viant Technology LLC. All intercompany balances and transactions have been eliminated in ~~consolidation~~consolidation..

Viant Technology LLC has been determined to be the predecessor for accounting purposes and, accordingly, the condensed consolidated financial statements for periods prior to the IPO and the related ~~organizational transactions~~Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Amounts for the period from January 1, ~~2020~~2021 through February 11, 2021 presented in the condensed consolidated financial statements and notes to condensed consolidated financial statements herein represent the historical operations of Viant Technology LLC. The amounts as of June 30, 2022 and December 31, 2021 and ~~for~~ the ~~period from~~operations since February 12, 2021 reflect the consolidated operations of the Company.

Management believes that the accompanying condensed consolidated financial statements reflect ~~all~~the adjustments necessary for the fair statement of its condensed consolidated balance ~~sheet~~sheets as of June 30, 2022 and December 31, 2021, results of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, and cash flows for the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. The condensed consolidated balance sheet as of December 31, ~~2020~~2021 was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The condensed consolidated results of operations for the three and six months ended June 30, ~~2021~~2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021,~~2022 (“fiscal 2022”), or for any other future annual or interim period.

Certain reclassifications have been made within the condensed consolidated financial statements for the prior period to conform with current presentation.

There have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2021.

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ~~on-going~~ongoing basis,managementevaluatesitsestimates,primarilythoserelatedto revenue recognition, operating lease assets and liabilities, stock-based compensation, income taxes, allowancesfordoubtfulaccounts,theusefullivesof capitalizedsoftwaredevelopmentcostsand otherproperty,equipmentand software and assumptionsused in theimpairmentanalysesof long-livedassetsand ~~goodwill,deferredrevenue andaccruedliabilities.~~goodwill. These estimatesarebasedon historicaldataand experience,as wellas variousother factorsthatmanagementbelievesto be reasonableunderthecircumstances,theresultsof which formthebasis formakingjudgmentsaboutthecarryingamountof assetsand liabilitiesthatarenot readilyapparentfromother sources.Actualresultsmaydifferfromtheseestimatesunderdifferentassumptionsor conditions.

As of June 30, ~~2021,~~2022, the impact of the COVID-19 pandemic on our business continues to evolve. As a result, many of our estimates and assumptions consider macro-economic factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

Financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities and debt. The carrying amounts of the Company’s current financial assets and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments.

Stock-based compensation relates to equity awards granted under the Company’s 2021 LTIP, which is measured and recognized in the condensed consolidated financial statements based on the fair value of the equity awards granted. Since inception of the 2021 LTIP, the Company has only granted restricted stock units (“RSUs”) and nonqualified stock options. The fair value of RSUs is calculated using the closing market price of the Company’s common stock on the date of grant. The fair value of non-qualified stock options is estimated using the Black Scholes option pricing model. The Black Scholes option pricing model is impacted by the fair value of the Company’s common stock, as well as changes in certain assumptions, including but not limited to, the expected 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.

A portion of RSUs granted as of June 30, 2021 to certain employees and board members, pursuant to the 2021 LTIP, will vest upon expiration of the 180 day IPO lock-up period and the remainder of RSUs and nonqualified stock options will vest through the applicable vesting dates, subject to continued employment for employee grants. RSUs awarded to board members will vest quarterly and annually through the applicable vesting dates.

For the periods presented, net ~~income (loss)~~loss is equal to comprehensive ~~income (loss).~~

The noncontrolling interests represent the economic interests of Viant Technology LLC held by Class B common stockholders. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC interests outstanding during the period. The noncontrolling interests’ ownership percentage can fluctuate over time as the Class B common stockholders elect to exchange their shares of Class B common stock for Class A common stock.

~~Basicearnings(loss)pershare~~is~~calculatedby dividingthe earnings (loss)attributableto Class A common stockholdersby the~~ ~~number of~~ ~~weighted-average shares of Class A commonstock outstanding.~~ The Company’s RSUs, nonqualified stock options and shares of Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of RSUs, nonqualified stock options and Class B common stock under the two-class method has not been presented.

~~Dilutedearnings(loss)pershare adjuststhebasicearnings(loss)per share calculation forthepotentialdilutiveimpactof commonshares such as equity awardsusingthetreasury-stockmethod.Dilutedearnings(loss)pershare considerstheimpactof potentially dilutivesecuritiesexceptin periodsin which there~~is~~a lossbecausetheinclusionof thepotentialcommonshares would have an anti-dilutive~~effect. Shares of our Class B common stock, RSUs, and nonqualified stock options are considered potentially dilutive shares of Class A common stock; however, related amounts have been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted method.

Basic earnings (loss) per unit is calculated by dividing the earnings (loss) attributable to common unitholders by the number of weighted-average common units outstanding. The Company applies the two-class method to allocate earnings between common and convertible preferred units.

Diluted earnings (loss) per unit adjusts the basic earnings (loss) per unit attributable to common unitholders and the weighted-average number of units of common units outstanding for the potential dilutive impact of common units, using the treasury-stock method, and convertible preferred units using the if-converted method. Diluted earnings (loss) per unit considers the impact of

~~potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common units would have an anti-dilutive effect.~~loss.

The followingtablepresentschangesin theallowancefordoubtfulaccounts for the three and six months ended June 30, ~~2021:~~

~~Deferredofferingcostsconsistedprimarilyof accounting,legal,and othercostsrelatedto our IPO. As of December 31, 2020, the Company capitalized~~ ~~$2.2~~ ~~million~~ ~~of deferredofferingcostswithinprepaidexpensesand other currentassets in the condensed consolidated balance sheet. Upon~~ ~~consummationof theIPO which occurred in February 2021, totaldeferredofferingcosts~~ ~~of $4.3 million~~ ~~were reclassifiedas additional paid-in capital within stockholders’equity and recordedagainsttheproceedsfromtheoffering.~~

FinancialinstrumentsthatpotentiallysubjecttheCompany to concentrationof ~~credit~~riskconsist principallyof cashand accountsreceivable.The Company maintainsitscashwith financialinstitutionsand its cashlevelsexceedtheFederalDepositInsurance~~Corporation(FDIC)~~ Corporation’s federallyinsuredlimits.Accounts receivableincludeamountsdue fromcustomerswith principaloperationsprimarilyin theUnitedStates.

As of June 30, ~~2021, 0~~2022, 1 individual ~~customers~~customer accounted for ~~10%~~12.0% of consolidated accounts receivable. As of December 31, ~~2020, 1~~2021, 2 individual ~~customer~~customers accounted for ~~13.7%~~13.2% and 12.3% of consolidated accounts receivable. For the three months ended June 30, 2021, 0 individual customers accounted for more than 10% of consolidated revenue. For the three months ended June 30, 2020, 2 individual customers accounted 13.8% and 12.8% of consolidated revenue, respectively. For the three months ended June 30, 2021, 2 advertising agency holding companies accounted for 14.7% and 10.0% of consolidated revenue, respectively. For the three months ended June 30, 2020, 2 advertising agency holding companies accounted for 16.4% and 16.2% of consolidated revenue, respectively. For the six months ended June 30, 2021, 1 individual customer accounted for 11.3% of consolidated revenue. For the six months ended June 30, 2020, 0 individual customers accounted for more than 10% of consolidated revenue. For the six months ended June 30, 2021, 1 advertising agency holding company accounted for 14.2% of consolidated revenue. For the six months ended June 30, 2020, 2 advertising agency holding companies accounted for 14.9% and 12.3% of consolidated revenue, respectively.

As of June 30, ~~2021, 1individual~~2022, 1 individual supplier accounted for ~~16.4%~~19.9% of consolidated accounts payable and accrued liabilities. As of December 31, ~~2020, 3 suppliers~~2021, 1 individual supplier accounted for ~~15.5%, 11.5%, and 10.9%~~16.8% of consolidated accounts payable and accrued ~~liabilities, respectively.~~ liabilities.

The ~~Company is~~following table provides the ~~managing member~~Company’s concentrations of Viant Technology LLC and, as a result, consolidates the financial results of Viant Technology LLC in the unaudited condensed consolidated financial statements. Viant Technology LLC is a pass-through entity for U.S. federal and most applicable state and local income tax purposes following a corporate reorganization effected in connection with our initial public offering. As an entity classified as a partnership for tax purposes, Viant Technology LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Viant Technology LLC is passed through to, and included in the taxable income or loss of its members, including us. The Company is taxed as a corporation and pays corporate federal, state and local taxesrisk with respect to ~~income allocated from Viant Technology LLC, based on Viant Technology Inc.'s 19.5% economic interest in Viant Technology LLC.~~

~~The Company accounts for income taxes under the asset~~individual customers and liability method, which requires the recognition of deferred tax assets and liabilities (“DTAs” and “DTLs”) for the expected future tax consequences of events that have been included in the financial

~~statements. Under this method, we determine DTAs and DTLs on the basis~~advertising agency holding companies as a percentage of the ~~differences between~~Company’s total revenues:

On April 5, 2012, the ~~financial statement and tax bases of assets and liabilities by using enacted tax rates in effect~~Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. We recognize DTAs to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permittedCompany may, under the tax law, and results of recent operations. If we determine that we would be able to realize our DTAs in the future in excess of their net recorded amount, we would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basisSection 7(a)(2)(B) of the ~~technical merits~~Securities Act of ~~the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount~~1933, as amended (the “Securities Act”), delay adoption of ~~tax benefit that is more than 50 percent likely~~new or revised accounting standards applicable to ~~be realized upon ultimate settlement with the related tax authority.~~

The Company expects to obtain an increase in its share of tax basis in the net assets of Viant Technology LLC when Class B units are exchanged by the holders of Class B units for shares of Class A common stock of the Company and upon other qualifying transactions. Each change in outstanding shares of Class A common stock of the Company results in a corresponding increase or decrease in the Company's ownership of Class A units of Viant Technology LLC. The Company intends to treat any exchanges of Class B units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that Viant Technology Inc.public companies until such standards would otherwise ~~pay~~apply to private companies. An “emerging growth company” is one with less than $1.07 billion in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the IPO, the Company entered into a Tax Receivable Agreement (“TRA”) with Viant Technology LLC and the holders of Class B units of Viant Technology LLC (the “Members”). In the event that such parties exchange any or all of their Class B units for Class A common stock, the TRA requires the Company to make payments to such holders for 85% of the tax benefits realized, orannual sales, has less than $700 million in some cases deemed to be realized, by the Company by such exchange as a result of (i) increases in the Company’s tax basis of its ownership interest in the net assets of Viant Technology LLC resulting from any redemptions or exchanges of noncontrolling interest, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in Viant Technology LLC or the Company. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid.

The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The Company calculates the liability under the TRA using a TRA model, which includes an assumption related to the fair market value of ~~assets. The payment obligations under the TRA are obligations~~its shares of Viant Technology Inc. and not of Viant Technology LLC. Payments are generally due under the TRA within a specified period of time following the filing of the Company’s tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of the Secured Overnight Financing Rate plus 500 basis points from the due date (without extensions) of such tax return.

The TRA provides that if (i) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, (ii) there is a material breach of any material obligations under the TRA; or (iii) the Company elects an early termination of the TRA, then the TRA will terminate and the Company's obligations, or the Company's successor’s obligations, under the TRA will accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA and that any Class B units that have not been exchanged are deemed exchanged for the fair market value of the Company's Class A common stock ~~at the time~~held by non-affiliates and issues less than $1 billion of ~~termination.~~

~~On April5, 2012, theJumpstartOur BusinessStartupsAct (the“JOBSAct”)was signedintolaw. The JOBSAct containsprovisionsthat,amongotherthings,reducecertainreportingrequirementsforqualifying publiccompanies.As an “emerginggrowth~~

~~company,”theCompany may,underSection7(a)(2)(B)of the SecuritiesAct, delayadoptionof new or revisedaccountingstandardsapplicableto publiccompaniesuntilsuch standardswould otherwiseapplyto privatecompanies.An “emerginggrowth company”~~is~~one with lessthan $1.07 billionin annualsales,has lessthan$700 millionin marketvalueof itssharesof commonstockheldby non-affiliatesand issueslessthan$1 billion~~of non-convertibledebtovera ~~threeyear~~three-year period.The Company may takeadvantageof thisextendedtransitionperioduntilthefirstto occurof thedatethatit(i)isno longeran “emerginggrowth company”or (ii)affirmativelyand irrevocablyoptsout of thisextendedtransitionperiod.

The Company has electedto takeadvantageof thebenefitsof thisextendedtransitionperiod.Untilthe datethattheCompany isno longeran “emerginggrowth company”or affirmativelyand irrevocablyoptsout of theexemptionprovidedby SecuritiesAct Section7(a)(2)(B),upon issuanceof a new or revisedaccounting standardthatappliesto its condensed consolidatedfinancialstatementsand thathas a differenteffectivedateforpublicand privatecompanies,theCompany willdisclosethedateon which itwilladopttherecentlyissuedaccounting standard.

In ~~February~~June 2016, the Financial Accounting Standards Board (“FASB”)issuedAccountingStandardsUpdate (“ASU”) No. ~~2016-02, Leases~~2016-13, Measurement of Credit Losses on Financial Instruments. The ASU revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to, available for sale debt securities and accounts receivable. The guidance is effective for the Company’s annual reporting period beginning after December 15, 2022 and interim reporting periods within that annual reporting period. The Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, which updates various codification topics by clarifying disclosure requirements to align with the SEC’s regulations. The guidance is effective for the Company’s annual reporting period beginning after December 15, 2021 and interim reporting periods within the annual period beginning after December 15, 2022. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements.

(~~Topic 842)~~unaudited; tabular dollars in thousands, except for per share data)

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires an entity to recognize operating lease assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. We adopted this standard at the beginning of fiscal 2022. See Note 5—Leases for additional information.

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options

In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modifications or exchanges. The ASU requires issuers to account for the modifications or exchanges based on the economic substance of the modification or exchange and whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. We adopted this standard prospectively on January 1, 2022. The adoption did not have an impact on our condensed consolidated financial statements.

Revenue for unsatisfied performance obligations expected to be recognized in the future for contracts with an original expected duration of greater than one year was de minimis as of June 30, 2022 and $6.6 million as of December 31, 2021. These amounts do not include contracts with an original expected duration of less than one year, which is the majority of the Company’s contracts. The decrease from the prior-year end was primarily due to an agreement modification whereby the Company agreed to a $6.2 million cash settlement with one of its customers in exchange for the full, final and immediate termination of certain deferred revenue liabilities. ~~an entity~~The remaining decrease was due to the recognition of revenue during the normal course of business.

Remaining deferred revenue that is anticipated to be recognized during the succeeding 12-month period is recorded in the current portion of deferred revenue within the condensed consolidated balance sheets.

Depreciation recorded in the condensed consolidated statements of operations was as follows:

For the three months ended June 30, 2022, total interest cost incurred was de minimis. For the three months ended June 30, 2021, total interest cost incurred was $0.2 million. For the six months ended June 30, 2022 and 2021, total interest cost incurred was $0.2 million and $0.5 million, respectively. Interest costscapitalized during the three and six months ended June 30, 2022 and 2021 were de minimis.

At the beginning of fiscal 2022, the Company adopted new lease accounting guidance issued by the FASB. The most significant change requires lessees to record the present value of operating lease payments as operating lease assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements.~~The~~

We adopted the new guidance using the modified retrospective method at the beginning of fiscal 2022. As such, the condensed consolidated balance~~offersspecificaccountingguidance~~ sheets for~~a lessee,lessor,and saleand leasebacktransactions.Lesseesand lessors~~ prior periods are~~required~~ not comparable to ~~disclosequalitativeand quantitativeinformationaboutleasingarrangementsto enablea userof thefinancialstatementsto assessthe amount,timingand uncertaintyof cashflowsarisingfromleases.Leaseswillbe classifiedas eitherfinanceor operating,with theclassificationaffectingthepatternof expenserecognitionin theincomestatement.In March 2019, theFASBissuedASUNo. 2019-01 which madefurthertargetedimprovementsincludingclarification regardingthedeterminationof fairvalueof leaseassetsand liabilitiesand statementof cashflowsand presentationguidance.In June 2020, FASBissuedASU2020-05, which extendedtheeffectivedateof this guidancefornon-publicentities~~toour fiscal~~yearsbeginningafterDecember15, 2021. As a part of the Company’s election under the JOBS Act, the guidance is effective for theCompany’sannualreportingperiodbeginningafterDecember15, 2021 and interim reporting periods within the annual period beginning after December 15, 2022. The Company iscurrentlyassessing theimpactthisguidancewillhave on the~~ ~~condensed~~ ~~consolidatedfinancialstatements.~~

~~In June 2016, theFASBissuedASUNo. 2016-13, FinancialInstruments—CreditLosses(Topic326). ASU2016-13 revisestheimpairmentmodelto utilizean expectedlossmethodologyin placeof thecurrently used incurredlossmethodology,which willresultin moretimelyrecognitionof losseson financialinstruments, including,but not limitedto, availableforsaledebtsecuritiesand accountsreceivable.~~ 2022 periods. The Company adopted the new guidance by applying the package of practical expedients permitted under the transition guidance, which allowed the Company to carry forward its original assessment of whether:

The adoption of the new guidance resulted in the recognition of operating lease assets of approximately $21.0is~~effective fortheCompany’sannualreportingperiodbeginningafterDecember15, 2022~~ million and ~~interim reporting periods within~~operating lease liabilities of approximately $22.0 million, which were measured by the present value of the remaining minimum lease payments. In accordance with the guidance, the Company elected the practical expedient to exclude from the measurement of the operating lease assets and lease liabilities leases with a remaining term less than one year. The Company also elected the practical expedient that ~~annual reporting period.~~allows lessees the option to account for lease and non-lease components together as a single component for all real estate classes of underlying assets. At adoption, in the condensed consolidated balance sheet, we also reclassified deferred rent of approximately $1.0 million for operating leases at the end of the fiscal year ended December 31, 2021 from other current liabilities (current portion) and other long-term liabilities (non-current portion) to current portion of operating lease liabilities and long-term portion of operating lease liabilities, respectively. The impact on the Company’s condensed consolidated statements of income and cash flows was not material.

The present value of the lease payments was calculated using the Company’s incremental borrowing rate applicable to the lease, which is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset.

The Company has operating leases for its office space, which have remaining lease terms of up to nine years. The Company does not ~~expect theadoptionof thisASU~~to have ~~a materialimpacton the~~ ~~condensed~~ ~~consolidatedfinancialstatements.~~

~~In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements~~, ~~which updates various codification topics by clarifying disclosure requirements to align with the SEC's regulations.~~ ~~The guidance~~is~~effectivefor theCompany’sannualreportingperiodbeginningafterDecember15, 2021 and interim reporting periods within the annual period beginning after December 15, 2022.~~finance leases. The Company is~~currentlyassessing theimpactthisguidancewillhave on the~~ ~~condensed~~ ~~consolidatedfinancialstatements.~~

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of ASU 2021-04 is to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The ASU requires issuers to account for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. In accordance with ASU 2021-04, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The guidance is effective for the Company’s annual reporting period beginning after December 15, 2021 and interim reporting periods within that annual reporting period. The Company is currently assessing the impact this guidance will have on the condensed consolidated financial statements.

~~In September2018, theFASBissuedASUNo. 2018-15, Intangibles—Goodwilland Other—Internal-UseSoftware(Subtopic350-40):Customer’sAccountingforImplementationCosts Incurredin a Cloud ComputingArrangementThat Isa ServiceContract~~(a~~consensusof theFASBEmergingIssuesTask Force), which alignstherequirementsforcapitalizingimplementationcostsincurredin a hostingarrangementthat~~is~~a servicecontractwith therequirementsforcapitalizingimplementationcostsincurredto developor obtain internal-usesoftware.Earlyadoption~~is~~permittedand can be appliedprospectivelyto allimplementationcosts incurredafterthedateof adoptionor retrospectively.This guidance~~is~~effectivefortheCompany’s annualreporting periodbeginningafter~~

~~December15, 2020. The Company adoptedthisASU~~ ~~prospectively~~ ~~on January1, 2021, and the adoptionof thisASU~~did not ~~have a materialimpacton the condensedconsolidatedfinancialstatements.~~

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company’s annual reporting period beginning after December 15, 2020. The Company adopted ASU 2019-12 prospectively on January 1, 2021, and the adoption of this ASU did not have a material impact on the condensed consolidated financial statements.

~~Remainingperformanceobligationsforcontractswith an originalexpecteddurationof greaterthanone yearamountedto $7.3~~ ~~millio~~n ~~and $9.2 millionas of June 30, 2021 and December31, 2020,respectively,which primarily relateto deferredrevenueand analytic services.As of June 30, 2021 and December31, 2020,$1.6millio~~n ~~and $3.6 million, respectively,~~is~~expectedto be recognizedwithinone year,with theremainingamountsexpectedto be recognized thereafter.~~

~~During the six months ended June 30, 2021, we recognized $1.1~~ ~~million of revenue related to amounts that were included in deferred revenue as of December 31, 2020. The revenuerecognizedfromthecontractliabilitiesconsistedof theCompany satisfyingperformance obligationsduringthenormalcourseof business.Deferredrevenuethat~~is~~anticipatedto be recognizedduringthe succeeding12-monthperiod~~is~~recordedin the currentportionof deferredrevenueand theremainingamountis recordedas non-currentportionof deferredrevenuewithinthe condensedconsolidatedbalancesheets.~~

~~Depreciationrecordedin the condensed consolidatedstatementsof operationswas as follows:~~

~~For the three months ended June 30, 2021 and 2020, total interest cost incurred was $0.2 million and $0.3~~ ~~million, respectively. For the six months ended June 30, 2021 and 2020, total interest cost incurred was $0.5~~ ~~million and $0.6~~ ~~million, respectively. Interest costscapitalized~~enter into any leases during the three and six months ended June 30, ~~2021~~2022.

We determine whether an arrangement is a lease at the contract inception date. Our leases may require us to make fixed rental payments or variable lease payments, which are based on a variety of factors including property values, tax and ~~2020 were de minimis.~~

~~5. Intangible~~utility rates, property services fees, and other factors. Since these costs are variable in nature, they are excluded from the measurement of the reported operating lease assets and liabilities and are expensed as incurred. ~~Assets,Net~~The Company records rent expense for operating leases, some of which have escalating rent payments, on a straight-line basis over the lease term.

~~The balances~~Some of ~~intangibles~~our leases include renewal options to extend the leases for up to five years and/or termination options to terminate the leases within one year. If it is re~~assetsand accumulatedamortizationareas follows:~~asonably certain that a renewal or termination option will be exercised, the exercise of the option is

~~Amortizationrecorded~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

considered in calculating the ~~condensed~~ ~~consolidatedstatements~~ term of ~~operationswas as follows:~~

~~Estimatedfutureamortizationof intangibleassets~~asthe lease. As of June 30, ~~2021 isas follows:~~

~~The Company’saccruedliabilitiesconsisted~~2022, our operating leases had a weighted-average remaining lease term of ~~thefollowing:~~

~~The Company’sdebtand revolvingcreditfacilitiesconsisted~~a weighted-average incremental borrowing rate of ~~the~~2.9%.~~following:~~

As of ~~December 31, 2020,~~June 30, 2022, the~~currentportion~~ Company had entered into an operating lease with total estimated future lease payments of ~~long-termdebtrelated~~to$3.6 million that had not yet commenced and therefore is not included in the~~Paycheck Protection Program (“PPP”) Loan. The carryingvalue~~ measurement of the ~~revolving credit facility as of June 30, 2021~~operating right-of-use asset and ~~December31, 2020approximated itsfairvalue~~ ~~as the interest rate is variable and approximates prevailing market interest rates for similar debt arrangements.~~ ~~The carryingvalueof the PPP Loan as of December31, 2020approximated itsfairvalue which was estimated using~~ ~~quoted marketprices,based onestimatedincrementalborrowingratesfor similartypesof borrowingarrangements.~~

On April 14, 2020, the Company received the proceeds from a loan in the amount of approximately $6.0 million (the “PPP Loan”) from PNC Bank, as lender, pursuant to the PPP of the Coronavirus Aid, Relief, and Economic Security Act. The Company accounted for the PPP Loan as a financialoperating lease liability in accordance with ASC Topic 470, Debt. Accordingly, the PPP Loan was recognized within long-term debt and current portion of long-term debt in the Company’s consolidated balance sheet and the related accrued interest was included within accrued liabilities in the Company’s consolidated balance sheet as of December 31, 2020. In June 2021, the Company received notice of forgiveness of the PPP Loan in whole, including all accrued unpaid interest. The Company recorded the forgiveness of approximately $6.0 million of principal and $0.1 million of accrued interest, which is included in gain on extinguishment of debt on the condensed consolidated ~~statements~~balance sheet. The lease commenced in the third quarter of ~~operations~~fiscal 2022.

Cash paid for amounts included in the operating lease liabilities was $0.7 million and $1.3 million for the three and six months ended June 30, ~~2021.~~2022, respectively.

Rent expenseon operatingleases was $1.0 million and $2.0 million for the three and six months ended June 30, 2021, respectively.

Future minimum payments under the Company’s non-cancelable operating leases, primarily related to office space, as of December 31, 2021 are as follows:

Amortization of intangible assets recorded in the condensed consolidated statements of operations was as follows:

As of June 30, 2022 and December 31, 2021, the Company had a balance of $0.8 million and $0.3 million, respectively, payable to related parties for expenses they incurred on our behalf. This balance is recorded within accrued liabilities in the condensed consolidated balance sheets. The related expense incurred by the Company was $0.4 million for the three and six months ended June 30, 2022 and de minimis for the same periods in the prior year.

On October 31, 2019, we entered into an asset-based revolving credit and security agreement (the “Loan Agreement”) with PNC Bank, ~~(the “Loan Agreement”~~National Association (“PNC Bank”). The Loan Agreement provides a senior secured revolving credit facility of up to $40.0 million with a maturity date of October 31, 2024. The Loan Agreement is collateralized by security interests in substantially all of our assets.

Advances under the Loan Agreement bear interest through maturity at a variable rate based upon our selection of either a Domestic Rate or a LIBOR Rate, plus an applicable margin (“Domestic Rate Loans” and “LIBOR Rate Loans”). The Domestic Rate is defined as a fluctuating interest rate equal to the greater of (1) the base commercial lending rate of PNC Bank, (2) the overnight federal funds rate plus 0.50% and (3) the Daily LIBOR Rate plus 1.00%. The effective weighted average interest rate for the three and six months ended June 30, ~~2021~~2022 was ~~3.61%~~2.33% and ~~3.64%~~2.01%, respectively. The applicable margin ~~commencing January 1,~~as of June 30, 2022 was equal to 0.75% for Domestic Rate Loans and 1.75% for LIBOR Rate Loans. The applicable margin that commenced October 15, 2021 is between ~~1.50%~~0.75% to ~~2.25%~~1.25% for Domestic Rate Loans and between ~~3.50%~~1.75% and ~~4.25%~~2.25% for LIBOR Rate Loans based on maintaining certain undrawn availability ratios. The facility fee for undrawn amounts under the Loan Agreement is 0.375% per annum. We will also be required to pay customary letter of credit fees, as necessary.

The Loan Agreement contains customary conditions to borrowings, events of default and covenants, including covenants that restrict our ability to sell assets, make changes to the nature of the business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, and engage in transactions with affiliates. The Loan Agreement also requires that we maintain compliance with a minimum Fixed Charge Coverage Ratio (as defined in the Loan Agreement) of 1.40 to 1.00 at any time undrawn availability under the Loan Agreement is less than 25%. As of June 30, ~~2021,~~2022, we ~~are~~were in compliance with all covenants.

8. On May 6, 2022, the Company fully paid off the outstanding balance of advances under the revolving credit facility, and the carrying value as of June 30, 2022 was 0.

The carrying value as of December 31, 2021 was $17.5 million, which was recorded in ��Long-term debt” on the condensed consolidated balance sheet and approximated its fair value as the interest rate is variable and approximates prevailing market interest rates for similar debt arrangements. The fair value of debt was estimated using primarily level 2 inputs including quoted market prices or discounted cash flow analyses, based on estimated incremental borrowing rates for similar types of borrowing arrangements.

On April 14, 2020, the Company received proceeds from a Paycheck Protection Program Loan (the “PPP Loan”) in the amount of approximately $6.0 million from PNC Bank, as lender, pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP Loan, which was evidenced by a note dated April 11, 2020, bore interest at an annual rate of 1.0% and matured on April 11, 2022. No interest or principal was due during the first fifteen months after April 11, 2020, although interest continued to accrue over this fifteen-month deferral period.

Proceeds from loans granted under the CARES Act were to be used for payroll, costs to continue employee group health care benefits, rent, utilities and certain other qualified costs (collectively, “qualifying expenses”). The Company used the PPP Loan proceeds for qualifying expenses. In June 2021, the Company received notice of forgiveness of the PPP Loan in whole, including all accrued unpaid interest. The Company recorded the forgiveness of approximately $6.0 million of principal and $0.1 million of accrued interest in “Gain on extinguishment of debt” in the condensed consolidated statements of operations for the three and six months ended June 30, 2021.

In connection with the IPO, which occurred on February 12, 2021, the Phantom Unit Plan was replaced by the ~~2021~~ LTIP. On February 12, 2021, 6.2 million ~~RSUs~~restricted stock units (“RSUs”) were granted under the ~~Company’s 2021~~ LTIP. The Company is authorized to grant RSUs, incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, and performance stock awards under its ~~2021~~ LTIP. As of June 30, ~~2021,~~2022, the Company ~~has currently~~had only granted RSUs and nonqualified stock ~~options.~~options under the LTIP. Under the ~~Company’s 2021~~ LTIP, ~~5.6~~3.7 million shares remained available for grant as of June 30, ~~2021.~~

Stock-based compensation recorded in the condensed consolidated statements of operations was as follows:

As of June 30, ~~2021,~~2022, the Company had unrecognized stock-based compensation relating to RSUs of approximately ~~$100.4~~$60.3 million, which is expected to be recognized over a weighted-average period of ~~2.4~~ ~~years~~.2.8 years.

The weighted-average ~~grant-date~~grant date fair value of the nonqualified stock options granted during the three and six months ended June 30, ~~2021~~2022 was ~~$13.04. As of June 30, 2021, there were 0 nonqualified stock options vested or exercisable.~~$3.59 and $3.55, respectively. The Company had unrecognized stock-based compensation relating to unvested nonqualified stock options of approximately $~~0.8~~13.6 million, which is expected to be recognized over a weighted-average period of 3.7 years, as of June 30, ~~2021.~~

The following table presents the assumptions used in the Black-Scholes model to determine the fair value of nonqualified stock options for the three and six months ended June 30, 2022 and 2021. ~~Black-Scholes assumptions have not been disclosed for any other periods presented as there were no nonqualified stock options granted in those periods.~~

Risk-Free Interest Rate. The Company bases the risk-free interest rate assumption for equity awards on the rates for U.S. Treasury securities with maturities similar to those of the expected term of the award being valued.

Expected Volatility. Due to the limited trading history of the Company’s Class A common stock, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available.

Expected Term. Given the insufficient historical data relating to nonqualified stock option exercises, the expected term assumption is based on expected terms of a peer group of similar companies whose expected terms are publicly available. The Company will continue to apply this process until a sufficient amount of historical information regarding the Company’s nonqualified stock option exercises becomes available.

Expected Dividend Yield. The Company’s expected dividend yield assumption is 0 as it has never paid dividends and has no present intention to do so in the future.

Upon vesting of shares under the LTIP, we will issue treasury stock. If treasury stock is not available, Class A common stock will be issued.

The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate of 21% to income before provision of income taxes due to Viant Technology LLC’s pass-through structure for U.S. income tax purposes ~~pass-through permanent differences related to forgiveness of the PPP Loan~~ and the valuation allowance against the deferred tax ~~asset.~~asset in the current and prior-year periods, as well as a pass-through permanent difference related to the forgiveness of the PPP Loan in the prior-year periods. The Company did not recognize an income tax ~~expense/(benefit)~~benefit (expense) on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of ~~80.5%~~76.8% due to the full valuation allowance against its deferred tax assets, resulting in an effective tax rate of 0.0% for each of the three and six months ended June 30, 2022 and 2021.

As of June 30, ~~2021,~~2022, management determined based on applicable accounting standards and the weight of all available evidence, it was not more likely than not (“MLTN”) that the Company will generate sufficient taxable income to realize our deferred tax assets including the difference in our tax basis in excess of the financial reporting value for our investment in Viant Technology LLC. Consequently, we have established a full valuation allowance against our deferred tax assets as of June 30, ~~2021.~~2022. In the event that management subsequently determines that it is MLTN that we will realize our deferred tax assets in the future over the recorded amount, a decrease to the valuation allowance will be made, which will reduce the provision for income taxes.

The Company has concluded based on applicable accounting standards and the weight of all available evidence, that it was MLTN that its deferred tax assets subject to the ~~TRA~~Tax Receivable Agreement (“TRA”) would not be realized as of June 30, ~~2021.~~2022. Therefore, the Company has not recorded a liability related to the remaining tax savings it may realize from utilization of such deferred tax assets after concluding it was not probable that such TRA liability would be paid based on its estimates of future taxable income. As of the June 30, ~~2021,~~2022, the total unrecorded TRA liability is approximately ~~$9.1~~$10.3 million. If utilization of the deferred tax assets subject to the TRA becomes MLTN in the future, the Company will record a liability related to the TRA, to the extent probable at that time, which will be recognized as an expense within its condensed consolidated statements of operations.

Prior to the Reorganization Transactions that occurred on February 12, 2021, the Viant Technology LLC membership structure included certain convertible preferred units and common units. As a result of the Reorganization Transactions, Class B units of Viant Technology LLC are exchangeable in the future for Class A common stock of the Company. As the conversion of Viant Technology LLC preferred and common units to Class B units was not done in a proportionate manner with respect to the rights and economic interests of the former Viant Technology LLC unit holders compared to those of the new Class B unit/shareholders in Viant Technology LLC and Viant Technology Inc, we do not believe it is appropriate to retrospectively adjust these units. Accordingly, the earnings per unit calculation presented for the three and six months ended June 30, 2020 reflects units of the membership structure prior to the Reorganization Transactions.Share

For the three and six months ended June 30, 2022 and 2021, basic net loss per share has been calculated by dividing net loss attributable to Class A common stockholders ~~for the period subsequent to the Reorganization Transactions,~~ by the ~~weighted average~~weighted-average number of shares of Class A common stock outstanding for the same period. Shares of Class A common stock are weighted for the portion of the period in which the shares were outstanding. Diluted net loss per share has been calculated in a manner consistent with that of basic net loss per share while considering all potentially dilutive shares of Class A common stock outstanding during the period.

~~For~~The following table presents the ~~three~~calculation of basic and six months ended June 30, 2020, basic earnings (loss) per unit represents net income (loss) divided by the weighted-average number of units outstanding. Diluted net income (loss) per share has been computed in a manner consistent with that of basicdiluted net loss per share while considering all shares of potentially dilutive common units that were outstanding during the period, inclusive of the convertible preferred units using the if-converted method and the incentive common units using the treasury stock method, if dilutive. For the three and six months ended June 30, 2020, there were no potential dilutive units related to incentive common units as they were all issued as of the beginning of the year.

~~The undistributed earnings~~ for the three and six months ended June 30, ~~2020 have been allocated based on the participation rights of the convertible preferred~~2022 and common units as if the earnings for the period have been distributed. As the participation in distributed and undistributed earnings is identical for both classes, the distributed and undistributed earnings are allocated on a proportionate basis.

The following table presents the calculation of basic and diluted net earnings (loss) per share/unit for the three and six months ended June 30, 2021, the period following the Reorganization Transactions, and for the three and six months ended June 30, 2020. See Note 2 for additional information related to basic and diluted net loss per share/unit.2021.

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

(in thousands, except per share/unit data)

(in thousands, except per share/unit data)

Numerator

Net income (loss)

$
(18,095
)

$
(30
)

$
(32,966
)

$
299

Less: Net loss attributable to noncontrolling interests

(14,440
)

—

(26,206
)

—

Less: Undistributed earnings attributable to participating securities

—

—

—

(179
)
Net income (loss) attributable to Viant Technology Inc./common unitholders

$
(3,655
)

$
(30
)

$
(6,760
)

$
120

Denominator

Weighted-average shares of Class A common stock/units outstanding—basic

11,500

400

11,500

400

Convertible preferred units

—

—

—

600

Weighted-average shares of Class A common stock/units outstanding—diluted

11,500

400

11,500

1,000

Earnings (loss) per share of Class A common stock/unit—basic

$
(0.32
)

$
(0.08
)

$
(0.59
)

$
0.30

Earnings (loss) per share of Class A common stock/unit—diluted

$
(0.32
)

$
(0.08
)

$
(0.59
)

$
0.30

Anti-dilutive shares/units excluded from earnings (loss) per share of Class A common stock/unit—diluted:

Convertible preferred units

—

600

—

—

Restricted stock units

6,184

—

6,184

—

Non-qualified stock options

67

—

67

—

Shares of Class B common stock

47,436

—

47,436

—

Total shares excluded from earnings (loss) per share of Class A common stock/unit—diluted

53,687

600

53,687

—

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Numerator
Net loss	$	(14,092	)	$	(18,095	)	$	(27,655	)	$	(32,966	)
Less: Net loss attributable to noncontrolling interests		(10,691	)		(14,440	)		(21,062	)		(26,206	)
Net loss attributable to Viant Technology Inc.	$	(3,401	)	$	(3,655	)	$	(6,593	)	$	(6,760	)
Denominator
Weighted-average shares of Class A common stock outstanding—basic and diluted		14,114			11,500			13,962			11,500

Loss per share of Class A common stock—basic	$	(0.24	)	$	(0.32	)	$	(0.47	)	$	(0.59	)
Loss per share of Class A common stock—diluted	$	(0.24	)	$	(0.32	)	$	(0.47	)	$	(0.59	)

Anti-dilutive shares excluded from loss per share of Class A common stock—diluted:
Restricted stock units		4,781			6,184			4,781			6,184
Nonqualified stock options		3,898			67			3,898			67
Shares of Class B common stock		47,082			47,436			47,082			47,436
Total shares excluded from loss per share of Class A common stock—diluted		55,761			53,687			55,761			53,687

We are the sole managing member of Viant Technology LLC and, as a result, consolidate the financial results of Viant Technology LLC. We report noncontrolling interests representing the economic interests in Viant Technology LLC held by the other members of Viant Technology LLC. The Viant Technology LLC Agreement classifies the interests acquired by the Company as Class A units, reclassified the interests held by the continuing members of Viant Technology LLC as Class B units and permits the continuing members of Viant Technology LLC to exchange Class B units for shares of Class A common stock on a 1-for-one basis or, at the election of Viant Technology Inc., for cash at the current fair value on the date of the exchange. Changes in the Company’s ownership interest in Viant Technology LLC while retaining control of Viant Technology LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Class B units in Viant Technology LLC by the other members and future issuances of Class A common stock under the LTIP will result in a change in ownership, ~~reduce~~where the ~~amount recorded as~~Company will rebalance the noncontrolling interest, ~~and increase additional paid-in capital.~~offset by a change in additional-paid-in-capital.

~~12. Commitments~~During the six months ended June 30, 2022, noncontrolling interests exchanged 24,870 Class B units of Viant Technology LLC for 24,870 shares of the~~and Contingencies~~

~~The Company conducts its operations~~ Company’s Class A common stock, which also resulted in ~~10 office spaces around~~ the ~~United States~~cancellation of 24,870 shares of the Company’s Class B common stock that ~~are under operating leases that expire over~~was previously held by noncontrolling interests with no additional consideration provided. There were no exchanges of Class B units of Viant Technology LLC for shares of the ~~next ten years. Rent expenseon operatingleaseswas $1.0 million and $1.0 million for~~Company’s Class A common stock during the three months ended June 30, ~~2021 and 2020, respectively, and $2.0 million and $2.1 million~~2022.

The following table presents the effect of changes in the Company’s ownership interest in Viant Technology LLC on the Company’s equity for the ~~six months ended~~periods indicated. The effect of changes has not been presented for the prior-year three- and six-month periods as there were no changes in ownership interest from the date of the IPO through June 30, 2021 and 2020, respectively. The current portion of deferred rent of $0.2 million and $0.4 million as of June 30, 2021 and December 31, 2020, respectively, is included in other current liabilities. The non-current portion of deferred rent of $0.4 million and $0.5 million as of June 30, 2021 and December 31, 2020, respectively, is included in other long-term liabilities.

~~FutureminimumpaymentsundertheCompany’snon-cancelable~~ ~~operating~~ ~~leases, which are primarily related to office leases,as of June 30, 2021 areas follows:~~2021.

As of June 30, 2022, the Company had non-cancelable operating lease commitments for office space that have been recorded as operating lease liabilities. Refer to Note 5—Leases for additional information regarding lease commitments.

Fromtimeto time,theCompany issubjectto variouslegal~~proceedingsand claims,eitherassertedor unasserted,thatarisein theordinarycourseof business.Although theoutcomeof thevariouslegal~~proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannotbe predictedwith certainty,managementdoes not believethatany of theseproceedingsor otherclaimswillhave a materialeffecton theCompany’sbusiness,financialcondition,resultsof operationsor cashflows.

The Company has madeno significantcontractualguaranteesforthebenefitof thirdparties.However, in theordinarycourseof business,theCompany mayprovideindemnificationsof varyingscopeand termsto customers,vendors,lessors,businesspartnersand otherpartieswith respectto certainmatters,including,but not limitedto, lossesarisingout of breachof such agreements,servicesto be providedby theCompany or from intellectualpropertyinfringementclaimsmadeby thirdparties.In addition,theCompany has enteredinto indemnificationagreementswith directorsand certainofficersand employeesthatwillrequiretheCompany, amongotherthings,to indemnifythemagainstcertainliabilitiesthatmayariseby reasonof theirstatusor service as directors,officersor employees.The Company isnot awareof indemnificationclaimsthatcouldhave a materialeffecton theCompany’s condensed consolidatedfinancialstatements.Accordingly,0 amountsforany obligation have been recordedas of June 30, ~~2021.~~

On August 5, 2021, the Board of Directors approved the Company to purchase Class A common stock at fair value upon vesting of RSUs to satisfy minimum statutory tax obligations paid by the Company on behalf of plan participants.

~~On August 9, 2021, 2.1 million RSUs vested upon expiration of the IPO lockup period. In connection with the minimum tax withholding paid on behalf of employees~~22

(unaudited; tabular dollars in thousands, except for ~~the vested RSUs, the Company paid $13.7 million for the repurchase of 0.8 million Class A common shares at an average fair value price of $17.73.~~percentages and per share data)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viant Technology Inc. and its subsidiaries (“Viant,” “we,” “us,” “our” or the “Company”) should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited condensed consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Quarterly Report on Form 10-Qand our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on March 10, 2022.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as ~~amended.~~amended (the “Exchange Act”). Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, our business strategy (including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, the sufficiency of our cash and cash provided by sales of our products and services to meet our liquidity needs, the impact of the ongoing COVID-19 pandemic on our business, operations, and the markets and communities in which we, our clients, and partners operate, results of operations, revenues, operating expenses, ~~and~~ capital expenditures, sales and marketing initiatives and competition.

In some cases, you can identify forward-looking statements ~~because they contain~~by words such as “may,” ~~“might,”~~ “will,~~” “should,” “expects,” “plans,” “anticipates,~~” “could,” ~~“intends,~~“intend,” ~~“target,~~“consider,” ~~“projects,~~“expect,” ~~“contemplates,~~“plan,” ~~“believes,~~“anticipate,” ~~“estimates,~~“believe,” ~~“predicts,~~“estimate,” ~~“suggests,” “potential”~~“predict” or “continue” or the negative or plural of these words or other similar terms or ~~expressions that concern our expectations, strategy, plans or intentions. These~~expressions. All statements other than statements of historical fact are forward-looking statements, which speak only as of the date they are made, are not guarantees of future ~~performance; they reflect~~performance. All of our ~~current views with respect to future events and are based on assumptions and~~forward-looking statements are subject to ~~known and unknown~~a number of risks, uncertainties and other factors, including but not limited to our ability to add new customers, our ability to realize the expected benefits of an industry shift away from cookie-based consumer tracking, the ongoing impact of the COVID-19 pandemic, the development of the market for programmatic advertising, our access to advertising inventory and people-based data, and changes in the technology industry. This is not a complete list of factors or events that ~~may~~could cause ~~our~~ actual results ~~performance or achievements~~ to ~~be materially different~~differ from our expectations ~~or results projected or implied~~and we cannot predict all of them. All written and oral forward-looking statements attributable to us are qualified in their entirety by ~~forward-looking statements.~~

~~We discuss many of these risks~~the cautionary statements disclosed under the section titled “Risk Factors” appearing in our Annual Report on Form 10-K for the year ended December 31, ~~2020 in greater detail under the heading “Risk Factors” and in other filings we make~~2021, as such disclosures may be amended, supplemented or superseded from time to time with the Securities and Exchange Commission, or SEC. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q, which are inherently subject to change and involve risks and uncertainties. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.

~~Investors should read this Quarterly Report on Form 10-Q and the documents that we reference in this report and have~~other reports filed with the ~~SEC, including our Annual Report on Form 10-K for the year ended December 31, 2020, completely and with the understanding that our actual future results may be materially different from what~~SEC. Except as required by law, we ~~expect. We qualify all of our~~do not intend to update or revise any forward-looking statements ~~by these cautionary statements.~~

~~References to “Notes” are notes included in our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.~~as a result of new information, future events or otherwise.

We are an advertising software company. Our software enables the programmatic purchase of advertising, which is the electronification of the advertising buying process. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency and involve higher costs to buyers.

Our ~~DSP,~~demand side platform (“DSP”), Adelphic, is an enterprise software platform that is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their advertising media across most channels. Through our technology, a marketer can easily buy ads on desktop, mobile, connected TV, linear TV, in-game, streaming audio and digital billboards.

We serve marketers and their advertising agencies by enabling them to plan, buy and measure programmatic campaigns. We provide an easy-to-use self-service programmatic platform that delivers transparency and control. Our platform offers customers unique visibility across a variety of advertising channels with the ability to create customized audience segments leveraging our people-based and strategic partner data to reach target audiences at scale. Our people-based approach is in contrast to the inefficient approach of cookie-based tracking. People-based data enables marketers to use first-party data for both the targeting and measurement of their ad campaigns in a manner that we believe is more accurate than utilizing a cookie-based approach.

We ~~make our~~ generate revenue by charging platform ~~available through different~~fees and service fees pursuant to agreements that enable a wide variety of marketers and their agencies to select the mix of pricing and service options ~~to tailor to multiple client types~~that suits their unique business and ~~customer needs.~~ advertising budget.

These options consist of a percentage of spend pricing option, a monthly subscription pricing option, and a fixed CPM pricing option. ~~CPM refers to a payment option in which customers pay a price for every 1,000 impressions an ad receives.~~ Customers ~~can enter into master service agreements with us that enable them~~who prefer to use our platform on a self-service basis to execute their advertising ~~campaigns. We~~campaigns enter into master service agreements (“MSAs”) with us, and we generate revenue ~~when the platform is used on a self-service basis~~under these arrangements by charging a platform fee that is either a

(unaudited; tabular dollars in thousands, except for percentages and per share data)

percentage of spend or a flat monthly subscription fee. Customers who prefer to use our fixed CPM pricing option enter into insertion order (“IO”) arrangements with us, and we generate revenue by charging these customers a platform fee ~~as well as fees~~at a price for ~~additional features such as data and advanced reporting.~~every 1,000 impressions an ad receives. We also offer different service options to our customers ~~the ability~~accessing our platform under an MSA or an IO to enable them to use our services to aid them in data management, media execution and advanced reporting. When customers utilize our services, we generate revenue by charging a service fee separate from the platform fee consisting of (1) ~~separate service~~a fee that represents a percentage of ~~spend in addition to the platform fee;~~spend; (2) a flat monthly fee covering services in connection with data management and advanced reporting; or (3) a fixed CPM that is inclusive of media, other direct costs and services.

We believe that offering a ~~multitude~~mix of pricing and service options provides ~~our customers~~ greater flexibility and access to our ~~platform.~~platform for marketers and their advertising agencies seeking to plan, buy, and measure programmatic campaigns. Some of our pricing and service options are relatively new to the market and are not yet material to our business from a financial perspective.

Our financial results for the three months ended June 30, 2022 and 2021, respectively, include:

Our financial results for the six months ended June 30, 2022 and 2021, respectively, include:

* Contribution ex-TAC, previously referred to as Revenue ex-TAC in our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, Adjusted EBITDA, non-GAAP net income (loss), and ~~non-GAAP earnings (loss) per share~~adjusted EBITDA are non-GAAP financial measures. For a detailed discussion of our key operating and financial performance ~~metrics~~measures and a reconciliation of contribution ex-TAC, ~~Adjusted EBITDA,~~ non-GAAP net income (loss), and ~~non-GAAP earnings (loss) per share~~adjusted EBITDA to the most directly comparable financial measures calculated in accordance with ~~GAAP,~~generally accepted accounting principles in the United States of America (“GAAP”), see “—Key Operating and Financial Performance ~~Metrics—~~Measures—Use of Non-GAAP Financial Measures.”

In March 2020, the World Health Organization characterized COVID-19 a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency. COVID-19 has spread across the globe and has impacted economic activity worldwide.

The ultimate impact of COVID-19 on the Company’s results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time. See “Risk Factors”—The effects of the ongoing COVID-19 pandemic and other sustained adverse market events have had, and could in the future have, an adverse impact on our business, operating results and financial condition” in our Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion of the potential impacts of the COVID-19 pandemic on our business.

Our recent growth has been driven by expanding the ~~use~~usage of our platform by our existing customers as well as adding new customers. We believe that our customers value our solutions as our ~~average contribution ex-TAC per Active Customer~~number of active customers for the twelve months ended June 30, ~~2021~~2022 was $438,000, an increase of $19,000, or 4.5%, compared to the twelve months ended December 31, 2020 and an increase of $49,000, or 12.6%, compared to twelve months ended June 30, 2020. The number of Active Customers for the twelve months ended June 30, 2021 was 288,336, increasing by 2448 active customers, or ~~9.1%, from the twelve months ended December 31, 2020 compared to the twelve months ended June 30, 2021 and increased by 28 customers, or 10.8%~~16.7%, from the twelve months ended June 30, ~~2020~~2021. We further evaluate our customer’s usage of our platform and assess our market penetration and scale based on the percentage change in advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the ~~twelve~~costs of advertising media, third-party data, other add-on features and our platform fee we charge clients. Advertiser spend increased 31.9% for the three months ended June 30, ~~2021. We review changes in the use of our platform as represented by changes in aggregate spend on the platform as a metric of customer engagement. Platform spend increased by 58.4% during~~2022 from the three months ended June 30, 2021 ~~compared to the three months ended June 30, 2020~~ and ~~31.8% during~~37.1% for the six months ended June 30, ~~2021 compared to~~2022 from the six months ended June 30, ~~2020.~~2021. The percentage change in advertiser spend is a key measure used by our management and our board of directors to evaluate the demand for our products and to assess whether we are increasing market share. Our management uses this key metric to develop short- and long-term operational plans and make strategic decisions regarding future enhancements to our software. We believe the percentage change in advertiser spend across our platform is a useful metric for investors because it allows investors to evaluate our operational performance in the same manner as our management and board of directors. For a detailed

(unaudited; tabular dollars in thousands, except for percentages and per share data)

discussion of our key operating ~~metrics~~measures including the definition of ~~Active Customers,~~active customers, see “—“—Key Operating and Financial Performance ~~Metrics—~~Measures—Use of Non-GAAP Financial Measures.”

We continue to add functionality to our ~~platform~~software to encourage our customers to increase their 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. By providing solutions for the planning, buying and measuring of their media spend across channels, we believe that we are well positioned to capture ~~the increase in~~more of our customers’ programmatic budgets. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP, Adelphic, ~~platform~~ and highlight the advantages of our people-based framework as cookie-based options become increasingly limited. As a result, future revenue growth depends upon our ability to retain our existing customers and increase their ~~use~~usage of our platform as well as add new customers.

We believe that the advertising market is in the early stages of a ~~secular~~ shift ~~towards~~toward programmatic advertising. We plan to invest for long-term growth. We anticipate that our operating expenses will continue to increase ~~significantly~~ in the foreseeable future as we invest in platform operations, ~~and~~ technology and development to enhance our product capabilities including identity resolution and the integration of new advertising channels, and in sales and marketing to acquire new customers and increase our customers’ ~~use~~usage of our platform. We believe that these investments will contribute to our long-term growth, although they may have a negative impact on our profitability in the near-term.

The worldwide spread of the COVID-19 pandemic has resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time until the COVID-19 pandemic is contained, or economic activity normalizes. With the current uncertainty in economic activity, the impact on our revenue and our results of operations is likely to continue, the size and duration of which we are currently unable to accurately predict. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on a variety of factors, including the duration and spread of the COVID-19 pandemic and its impact on our clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. The ultimate impact of the ongoing COVID-19 pandemic on our results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, emerging variant strains of the virus with varying degrees of vaccine resistance, and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time.

We expect to continue to benefit from overall adoption of programmatic advertising by marketers and their agencies. Any material change in the growth rate of digital advertising or the rate of adoption of programmatic advertising, including expansion of new programmatic channels, could affect our performance. Recent years have shown that advertising spend is closely tied to advertisers’ financial performance, and a downturn, either generally or in one or more of the industries in which our customers operate, could adversely impact the digital advertising market and our operating results.

In the advertising industry, companies commonly experience seasonal fluctuations in ~~revenue. For example,~~revenue, as many marketers allocate the largest portion of their budgets to the fourth quarter of the calendar year in order to coincide with increased holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the continued growth of our business. In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to ~~the~~COVID-19. Periods that experience an increase in COVID-19 ~~pandemic.~~cases and resulting governmentally-imposed restrictions could cause our revenue to decrease. Political advertising could also cause our revenue to increase during election cycles and decrease during other periods, making it difficult to predict our revenue, cash flow, and operating results, all of which could fall below our expectations. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

(unaudited; tabular dollars in thousands, except for percentages and per share data)

The following tables ~~set forth~~present our condensed consolidated results of operations, our condensed consolidated results of operations as a percentage of revenue, and the impact of stock-based compensation, depreciation and amortization on each operating expense line item for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:

(unaudited; tabular dollars in thousands, except for percentages and per share data)

Revenue increased by ~~$20.0~~$0.8 million, or ~~66%~~2%, during the three months ended June 30, ~~2021~~2022 compared to the three months ended June 30, ~~2020. Despite~~2021. Our revenue growth was due to a 24% increase in revenue from the prior-year period from certain marketers in industry verticals other than automotive and consumer products. This increase in revenue was partially offset by the impact of certain marketers in the automotive and consumer products industry verticals decreasing or pausing their advertising spend due to the ongoing adverse ~~impacts~~effects of the COVID-19 pandemic and the impact of inflation, rising interest rates, the tightening of credit markets and other adverse macroeconomic and geopolitical developments potentially indicative of an economic slowdown or recession. This resulted in revenue decreasing across these industry verticals by a combined 41% from the prior-year period. Despite the uncertainty that comes with such an environment, we have continued to experience increased ~~customer usage of our platform, particularly in the percentage of spend pricing option, and continuing~~ demand for our people-based advertising products and ~~services. Platform spend increased~~services, as evidenced by ~~58.4%~~the continued growth of several of our industry verticals, including retail, and an increase in our active customers to 336 for the twelve months ended June 30, 2022 compared to 288 for the twelve months ended June 30, 2021. Additionally, approximately 85% of our revenue for the three months ended June 30, 2022 came from customers that had been customers in the ~~comparative period.~~three months ended June 30, 2021.

(unaudited; tabular dollars in thousands, except for percentages and per share data)

Platform operations expense ~~increased~~decreased by ~~$13.1~~$0.8 million, or ~~71%~~2%, during the three months ended June 30, ~~2021~~2022 compared to the three months ended June 30, ~~2020. This is comprised of a $7.8 million increase in traffic~~2021. Traffic acquisition costs (“TAC”)~~, which is a variable function~~ are amounts incurred and payable to suppliers for the cost of ~~revenue associated with~~advertising media, third-party data and other add-on features related to our fixed CPM pricing option and ~~an increase~~certain arrangements in our percentage of ~~$5.3 million~~spend pricing option. The change in platform operations expense for the second quarter of 2022 was primarily driven by a decrease in other platform operations ~~expense. The increase in other platform operations is primarily driven by~~expense due to a ~~$5.5~~decline of $4.2 million ~~increase~~ in stock-based compensation expense related to our 2021 ~~LTIP and,~~Long-Term Incentive Plan (the “LTIP”). This decrease was the result of RSUs granted in connection with our initial public offering in February 2021 (the “IPO”), a ~~$0.1 million increase in depreciation,~~portion of which became fully vested during the previous year. This decrease was partially offset by a ~~decrease~~$1.3 million increase in TAC, a variable function of ~~$0.3~~revenue, a $1.0 million increase in cloud costs due to continued ~~efforts~~enhancements to ~~increase~~our cloud infrastructure, ~~efficiencies.~~
a $0.8 million increase in depreciation, and a $0.4 million increase in third-party costs in support of our Adelphic platform.

Sales and marketing expense ~~increased~~decreased by ~~$14.8~~$3.3 million, or ~~258%~~16%, during the three months ended June 30, ~~2021~~2022 compared to the three months ended June 30, ~~2020. The increase in sales and marketing expense~~2021. This decrease was primarily due to a ~~$11.9~~$9.5 million ~~increase~~decrease in stock-based compensation, ~~related to our 2021 LTIP,~~partially offset by a $2.5 million increase in personnel costs ~~and overhead allocated~~due to increased sales and marketing ~~as a result of the departments’ headcount increasing and becoming a larger percentage of total~~ headcount, a ~~$0.2~~$2.5 million increase in advertising expense, and a $0.9 million increase in travel and entertainment ~~a $0.1 increase in software licenses and subscriptions, and a $0.1 increase in advertising.~~

Technology and development expense ~~increased~~decreased by ~~$6.0~~$3.0 million, or ~~305%~~38%, during the three months ended June 30, ~~2021~~2022 compared to the three months ended June 30, ~~2020. The increase in technology and development expense~~2021. This decrease was primarily attributable to a ~~$5.0~~$3.6 million ~~increase~~decrease in stock-based compensation, ~~related to our 2021 LTIP and a $1.0 million increase in personnel and overhead cost allocation as a result of~~which was partially offset by an increase of $0.5 million in ~~headcount to support our continued investment~~cloud infrastructure costs and an increase of $0.2 million in ~~developed technology.~~depreciation.

General and administrative expense ~~increased~~decreased by ~~$10.2~~$2.4 million, or ~~262%~~17%, during the three months ended June 30, ~~2021~~2022 compared to the three months ended June 30, ~~2020. The increase in general and administrative expense~~2021. This decrease was primarily attributable toa ~~$7.2~~$4.6 million ~~increase~~decrease in stock-based compensation, ~~related to our 2021 LTIP,~~partially offset by a ~~$1.4~~$0.9 million increase in insurance, legal, and ~~legal~~consulting expenses associated with ~~being~~general corporate and compliance matters, a ~~publicly traded company,~~$0.8 million increase in travel and entertainment expenses, and a ~~$1.1~~$0.4 million increase in personnel costs due to ~~the~~ increase in ~~headcount~~headcount.

(unaudited; tabular dollars in thousands, except for percentages and ~~a $0.5 million increase in recruiting expenses, partially offset by a $0.2 decrease in professional fees due to prior year expense relating to preparation for the IPO.~~per share data)

Total other expense (income), net ~~decreased~~increased by $~~6.1~~ $6.2 million, or ~~2,457~~%105%, during the three months ended June 30, ~~2021~~2022 compared to the three months ended June 30, ~~2020. The~~2021. This decrease ~~in total other expense (income), net~~ was primarily due to a $~~6.1~~ $6.1 million gain on extinguishment of debt ~~extinguishment as a result of~~in the prior-year quarter. The gain resulted from the forgiveness of ~~the Company’s PPP~~our Paycheck Protection Program Loan (the “PPP Loan”) and related accrued interest. There was no comparable gain during the three months ended June 30, 2022. For additional information regarding forgiveness of ~~the Company’s~~our PPP Loan, see Note 7~~—Long-Term Debt~~8—Revolving Credit Facility and ~~Revolving CreditFacility~~PPP Loan to our condensed consolidated financial statements.

Revenue increased by ~~$22.0~~$3.3 million, or ~~32%~~4%, during the six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020. Despite~~2021. Our revenue growth was due to a 28% increase in revenue from the prior-year period from certain marketers in industry verticals other than automotive and consumer products. This increase in revenue was partially offset by the impact of certain marketers in the automotive and consumer products industry verticals decreasing or pausing their advertising spend due to the ongoing adverse ~~impacts~~effects of the COVID-19 pandemic ~~we have continued to experience increased customer~~

and the impact of inflation, rising interest rates, the tightening of credit markets and other ~~usage~~adverse macroeconomic and geopolitical developments potentially indicative of an economic slowdown or recession. This resulted in revenue decreasing across these industry verticals by approximately 39% from the prior-year period.Additionally, approximately 88% of our ~~platform, particularly~~revenue for the six months ended June 30, 2022 came from customers that had been customers in the ~~percentage of spend pricing option, and continuing demand for our people-based advertising products and services. Platform spend increased by 31.8% in the comparative period.~~six months ended June 30, 2021.

Platform operations expense increased by ~~$13.9~~$1.1 million, or ~~33%~~2%, during the six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020. The~~2021. This increase ~~in platform operations is~~was primarily driven by a ~~$8.7~~$2.9 million increase in ~~stock-based compensation related to our 2021 LTIP and a $6.4 million increase in~~ TAC, ~~which is~~ a variable function of revenue ~~associated with~~related to our fixed CPM pricing option ~~partially offset by~~and certain arrangements related to our percentage of spend pricing option, a ~~decrease of $0.9~~$1.9 million increase in cloud costs due to continued ~~efforts~~enhancements to ~~increase~~our cloud infrastructure, ~~efficiencies~~a $1.4 million increase in depreciation, and a $1.2 million increase in third-party costs in support of our Adelphic platform, partially offset by a $6.3 million decrease in stock-based compensation expense related to the LTIP due to the RSUs that were granted in connection with the IPO, a portion of ~~$0.1 million~~which became fully vested during the previous year.

(unaudited; tabular dollars in ~~depreciation.~~
thousands, except for percentages and per share data)

Sales and marketing expense ~~increased~~decreased by ~~$21.9~~$3.7 million, or ~~170%~~11%, during the six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020. The increase in sales and marketing expense~~2021. This decrease was primarily due to a ~~$18.7~~$14.1 million ~~increase~~decrease in stock-based compensation related to ~~our 2021~~the LTIP, partially offset by a ~~$2.9~~$5.5 million increase in personnel costs ~~and in the amount of overhead allocated to sales and marketing~~ as a result of ~~the departments’ headcount increasing~~increased sales and ~~becoming a larger percentage of total~~marketing headcount, a ~~$0.3~~$3.0 million increase in advertising ~~and~~expense, a ~~$0.1~~$1.3 million increase ~~in software licenses and subscriptions, partially offset by a $0.2 million decrease~~ in travel and entertainment asexpenses, a ~~result of the COVID-19 pandemic.~~

$0.3 million increase in facilities expense, and a $0.2 million increase in software license expenses.

Technology and development expense ~~increased~~decreased by ~~$9.8~~$3.9 million, or ~~237%~~28%, during the six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020. The increase in technology and development expense~~2021. This decrease was primarily attributable to a ~~$8.0~~$5.4 million ~~increase~~decrease in stock-based compensation related to ~~our 2021~~the LTIP, ~~and an $1.8~~partially offset by a $0.6 million increase in cloud infrastructure costs, a $0.5 million increase in personnel costs as a result of an increase in headcount to support our continued investment in developed ~~technology.~~

technology, a $0.1 million increase in facilities expense, and a $0.1 million increase in depreciation.

General and administrative expense ~~increased~~decreased by ~~$15.9~~$1.7 million, or ~~187%~~7%, during the six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020. The increase in general and administrative expense~~2021. This decrease was primarily attributable to a ~~$11.4~~$6.8 million ~~increase~~decrease in stock-based compensation related to ~~our 2021~~the LTIP, partially offset by a ~~$2.0~~$1.5 million increase in business insurance and ~~accounting~~tax, legal, and consulting expenses associated with ~~the IPO,~~general corporate and compliance matters, a ~~$1.6~~ $1.5 million increase in personnel costs due to ~~the~~ increase in headcount, a $0.8 million increase in travel and entertainment expenses, a $0.7 million increase in recruiting expenses, and a ~~$0.2~~$0.1 million increase in ~~software and subscription license expenses, partially offset by a $0.2 decrease in travel and entertainment due to the COVID-19 pandemic.~~facilities expense.

Total other expense (income), net increased by $~~6.2~~ $6.2 million, or ~~1,154~~%108%, during the six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020. The~~2021. This increase ~~in total other expense (income), net~~ was primarily due to a $~~6.1~~ $6.1 million gain on debt extinguishment in the prior-year quarter as a result of the forgiveness of ~~Company’s~~our PPP Loan and related accrued interest. For additional information regarding forgiveness of ~~the Company’s~~our PPP Loan, see Note 7~~—Long-Term Debt~~8—Revolving Credit Facility and ~~Revolving CreditFacility~~PPP Loan to our condensed consolidated financial statements.

(unaudited; tabular dollars in thousands, except for percentages and per share data)

We monitor ~~the key operating and~~certain non-GAAP financial ~~performance metrics set forth below~~measures to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies. ~~This Quarterly Report includes financial~~We believe these measures ~~defined~~enhance an overall understanding of our performance and investors’ ability to review our business from the same perspective as management and facilitate comparisons of this period’s results with prior periods on a consistent basis by excluding items that management does not believe are indicative of our ongoing operating performance. These non-GAAP financial ~~measures by the SEC. These non-GAAP~~ measures include contribution ex-TAC, ~~Adjusted~~average contribution ex-TAC per active customer, adjusted EBITDA, adjusted EBITDA as a percentage of contribution ex-TAC, non-GAAP net income (loss), ~~and~~ non-GAAP earnings (loss) per share of Class A common stock—basic and diluted, and non-GAAP operating expenses, each of which are discussed immediately following the table below, along with the operational performance measure ~~Active Customers. These~~of active customers. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented below. There are limitations in using non-GAAP financial measures which are not ~~calculated~~prepared in accordance with GAAP, as they may be different from non-GAAP financial measures used by other companies and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.

Three Months Ended
June 30,

Six Months Ended
June 30,

2021

2020

Change (%)

2021

2020

Change (%)

(in thousands, except for percentages, per share
data and number of customers)

(in thousands, except for percentages, per share
data and number of customers)

Operating and Financial Performance
   Metrics

Contribution ex-TAC

$
32,199

$
20,045

61
%

$
58,940

$
43,386

36
%
Adjusted EBITDA

$
8,346

$
2,754

203
%

$
13,228

$
5,978

121
%
Adjusted EBITDA as a
   percentage of contribution
   ex-TAC

26
%

14
%

22
%

14
%

Non-GAAP net income (loss) ⁽¹⁾

$
5,231

$
(30
)

N/M

$
7,385

$
299

2370
%
Non-GAAP earnings (loss) per share—basic⁽²⁾

$
0.07

N/A

N/A

$
0.09

N/A

N/A

Non-GAAP earnings (loss) per share—diluted⁽²⁾

$
0.06

N/A

N/A

$
0.08

N/A

N/A

Number of Active Customers⁽³⁾

288

260

11
%

288

260

11
%
Average contribution ex-TAC per
   Active Customer⁽³⁾

$
438

$
389

13
%

$
438

$
389

13
%

	Three Months Ended June 30,									Six Months Ended June 30,
	2022			2021			Change (%)			2022			2021			Change (%)
Operating and Financial Performance Measures
Gross profit	$	20,250		$	18,696			8	%	$	36,685		$	34,496			6	%
Contribution ex-TAC	$	31,735		$	32,199			(1	)%	$	59,279		$	58,940			1	%
Net loss	$	(14,092	)	$	(18,095	)		22	%	$	(27,655	)	$	(32,966	)		16	%
Adjusted EBITDA	$	(3,077	)	$	8,346			(137	)%	$	(6,958	)	$	13,228			(153	)%
Net loss as a percentage of gross profit		(70	)%		(97	)%		28	%		(75	)%		(96	)%		21	%
Adjusted EBITDA as a percentage of contribution ex-TAC		(10	)%		26	%		(137	)%		(12	)%		22	%		(152	)%
Non-GAAP net income (loss)	$	(5,934	)	$	5,231			(213	)%	$	(12,702	)	$	7,385			(272	)%
Total operating expenses	$	64,972		$	74,374			(13	)%	$	121,008		$	129,223			(6	)%
Non-GAAP operating expenses	$	34,812		$	23,853			46	%	$	66,237		$	45,712			45	%
Loss per share—basic	$	(0.24	)	$	(0.32	)		25	%	$	(0.47	)	$	(0.59	)		20	%
Loss per share—diluted	$	(0.24	)	$	(0.32	)		25	%	$	(0.47	)	$	(0.59	)		20	%
Non-GAAP earnings (loss) per share—basic	$	(0.08	)	$	0.07			(214	)%	$	(0.18	)	$	0.09			(300	)%
Non-GAAP earnings (loss) per share—diluted	$	(0.08	)	$	0.06			(233	)%	$	(0.18	)	$	0.08			(325	)%
Active customers		336			288			17	%		336			288			17	%
Average gross profit per active customer	$	289		$	295			(2	)%	$	289		$	295			(2	)%
Average contribution ex-TAC per active customer	$	422		$	438			(4	)%	$	422		$	438			(4	)%

⁽¹⁾Management believes that the change in non-GAAP net income (loss) for the three months ended June 30, 2021, compared to the same period in the prior year, is not meaningful as the change is comparing a period of net income to a period of net loss.

⁽²⁾~~Non-GAAP earnings (loss) per share~~ ~~was not adjusted for the prior comparative periods presented.~~ ~~For discussion on why prior periods were not adjusted, see “—Non-GAAP Earnings (loss) per Share.”~~

⁽³⁾~~We define an Active Customer as a customer that had total aggregate~~ contribution ex-TAC of at least $5,000 through our platform during the previous twelve months. We define average contribution ex-TAC per Active Customer as contribution ex-TAC for the trailing twelve month period presented divided by Active Customers. For a detailed discussion of average contribution ex-TAC per Active Customer and Active Customers, see “—Number of Active Customers and Average Contribution ex-TAC per Active Customer.”

Contribution ex-TAC ~~previously referred to as Revenue ex-TAC in our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021,~~ is a non-GAAP financial measure. Gross profit is the most comparable GAAP ~~measurement,~~financial measure, which is calculated as revenue less platform ~~operations.~~operations expense. In calculating contribution ex-TAC, we add back other platform operations expense to gross profit. Contribution ex-TAC is a key profitability measure used by our management and board of directors to understand and evaluate our operating performance and trends, develop ~~short-and~~short- and long-term operational plans and make strategic decisions regarding the allocation of capital. In particular, we believe that contribution ex-TAC can provide a measure of period-to-period comparisons for all pricing options within our business. Accordingly, we believe that this measure provides information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors.

Our use of contribution ex-TAC has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define contribution ex-TAC differently, which may make comparisons difficult. Because of these and other limitations, you should consider our non-GAAP financial

(unaudited; tabular dollars in thousands, except for percentages and per share data)

measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows. For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “—Average contribution ex-TAC per active customer.”

We define an active customer as a customer that had total aggregate contribution ex-TAC of at least $5,000 through our platform during the previous twelve months. For purposes of this definition, a customer that operates under any of our pricing options that equals or exceeds the aforementioned contribution ex-TAC threshold is considered an active customer. Active customers is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, develop short- and long-term operational plans and make strategic decisions regarding future enhancements to our software. We believe active customers is a useful metric for investors because it allows investors to evaluate the Company’s operational performance in the same manner as our management and board of directors. Active customers is an operational metric calculated using contribution ex-TAC, a non-GAAP financial measure. For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see “—Average contribution ex-TAC per active customer.”

We define average contribution ex-TAC per active customer as contribution ex-TAC for the trailing 12-month period presented divided by active customers. Average gross profit per active customer is the most comparable GAAP measure, which we define as gross profit for the trailing 12-month period presented divided by active customers. We believe that the total number of active customers and average contribution ex-TAC per active customer are measures of our ability to increase profitability and the effectiveness of our sales force, although we expect these measures to fluctuate based on the seasonality in our business. Customers that generated less than $5,000 in contribution ex-TAC in the trailing 12-month period were not material in the aggregate in any period.

The following table presents the calculation of gross profit, ~~and~~the reconciliation of gross profit to contribution ex-TAC, average gross profit per active customer and average contribution ex-TAC per active customer for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~

~~AdjustedEBITDA~~isanon-GAAPfinancialmeasuredefinedbyusasnetincome(loss),~~themost comparableGAAPmeasurement,~~beforeinterestexpense, net, income tax ~~expense (benefit)~~benefit (expense), depreciation,amortization, stock-basedcompensation and certain other items that are not related to our core operations, such as restructuring charges, transaction expenses and the extinguishment of debt.

Net income (loss) is the most comparable GAAP financial measure. AdjustedEBITDA~~and AdjustedEBITDA~~as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented.

Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC are~~key measures~~used by our managementand board of directorsto understandand evaluateour coreoperatingperformanceand trends,to prepareand approveour annualbudgetand to develop~~short-and~~ short- and long-termoperationalplans.In particular,we believethat theexclusionof theamountseliminatedin calculating~~Adjusted~~ adjusted EBITDAcan providea measurefor period-to-periodcomparisonsof our business.AdjustedEBITDAas a percentageof ~~our non-GAAPmetric,~~ contribution ex-TAC, a non-GAAP financial measure, isused by our managementand board of directorsto evaluate~~Adjusted~~ adjusted EBITDArelativeto our profitabilityaftercoststhataredirectlyvariableto revenues,which comprise~~trafficacquisitioncosts.~~ TAC. Accordingly,we believe~~thatAdjustedEBITDA~~

(unaudited; tabular dollars in thousands, except for percentages and ~~Adjusted~~per share data)

that adjusted EBITDA and adjusted EBITDA as a percentageof contribution ex-TAC provideinformationto investorsand themarketin understandingand evaluatingour operatingresultsin thesamemanneras our managementand board of directors.

Our use of ~~Adjusted~~adjusted EBITDAand ~~Adjusted~~adjusted EBITDAas a percentageof contribution ex-TAC has limitations as an analyticaltool,and you shouldnot considerthesemeasuresin isolationor as a substituteforanalysisof our financialresultsas reportedunderGAAP.Some of thesepotentiallimitationsinclude:

Because of these and other limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, net income (loss) and cash flows.

The following table presents ~~the~~a reconciliation of net ~~income (loss)~~loss to ~~Adjusted~~adjusted EBITDA for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~

The following table presents the ~~reconciliation~~calculation of net ~~income (loss)~~loss as a percentage of gross profit ~~to Adjusted~~and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~

⁽¹⁾⁽¹⁾Management believes that net loss as a percentage of gross profit for the current period presented is not comparable to the prior year period presented due to the impact of stock-based compensation recognized in the current period.

⁽²⁾For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see ~~“—Contribution ex-TAC.~~“—Average contribution ex-TAC per active customer.”

(³⁾~~For a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated~~unaudited; tabular dollars in ~~accordance with GAAP, see “—Adjusted EBITDA.”~~thousands, except for percentages and per share data)

Non-GAAP net income (loss) is a non-GAAP financial measure defined by us as net income (loss)~~, the most comparable GAAP measurement,~~ adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring charges, transaction expenses and the extinguishment of debt. Net income (loss) is the most comparable GAAP financial measure. Non-GAAP net income (loss) is a key

measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation, gain on debt extinguishment, and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and ~~provides~~ additional insight into our core controllable costs. Accordingly, we believe that non-GAAP net income (loss) provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Our use of non-GAAP net income (loss) has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define non-GAAP net income (loss) differently, which may make comparisons difficult. Because of these and other limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.

The following table presents ~~the~~a reconciliation of net ~~income (loss)~~loss to non-GAAP net income (loss) for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:

⁽¹⁾The estimated income tax effect of our share of non-GAAP reconciling items are calculated using an assumed blended tax rate of 25%, which represents our expected corporate tax rate, excluding discrete and non-recurring tax items.

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 ~~the most comparable GAAP measurement,~~of Class A common stock—basic and diluted, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring charges, transaction expenses and the extinguishment of debt. Earnings (loss) per share of Class A common stock—basic and diluted is the most comparable GAAP financial measure. Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is ~~a key measure~~ used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation, 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. Accordingly, we believe that non-GAAP earnings (loss) per share of Class A common stock—basic and diluted provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

(unaudited; tabular dollars in thousands, except for percentages and per share data)

Our use of ~~Non-GAAP~~non-GAAP earnings(loss)pershare of Class A common stock—basic and diluted has limitationsas an analyticaltool,and you shouldnot consideritin isolationor as a substituteforanalysisof our financialresultsas reportedunderGAAP.Some of these potential limitations include:~~potentiallimitationsinclude:~~

Becauseof theseand otherlimitations,you shouldconsiderour non-GAAPmeasuresonly as supplementalto otherGAAP-based financialperformancemeasures,includingearnings(loss)per~~share.~~ share of Class A common stock—basic and diluted.

Basic non-GAAP earnings(loss)pershare of Class A common stock iscalculatedby dividingthe non-GAAP net income (loss)attributableto Class A common stockholdersby the number of weighted-average shares of Class A commonstock outstanding. Shares of our Class B common stock do not share in ~~the~~our earnings or losses ~~of the Company~~ and are therefore not participating securities. As such, separate

presentation of basic and diluted non-GAAP earnings (loss) ~~per share~~ of Class B common stock under the two-class method has not been presented.

Diluted ~~non-GAAP~~ ~~earnings(loss)pershare adjuststhebasic~~ non-GAAP earnings (loss)per share ~~calculation~~of Class A common stock adjusts the basic non-GAAP earnings (loss) per share forthepotentialdilutiveimpactof commonshares such as equity awardsusingthetreasury-stock method and Class B common stock using the if-converted method.Diluted non-GAAP earnings(loss)pershare of Class A common stock considerstheimpactof potentially dilutivesecuritiesexceptin periodsin which thereisa lossbecausetheinclusionof thepotentialcommonshares would have an anti-dilutiveeffect. Shares of our Class B common stock, RSUs and nonqualified stock options are considered potentially dilutive shares of Class A common stock. For the three and six months ended June 30, ~~2021,~~2022, Class B common stock and nonqualified stock options amounts have been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted and treasury stock method, respectively.

(unaudited; tabular dollars in thousands, except for percentages and per share data)

The following~~tablepresents~~ tables present thereconciliationof earnings(loss)per~~shareto non-GAAPearnings(loss)persharefor thethree and six monthsended June 30, 2021. Earnings(loss)per~~ share ~~was not adjustedforany otherperiodspresented as there was no stock-based compensation or gain on debt extinguishment in those periods~~.

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 2021

Non-GAAP

Non-GAAP

(Loss) per

Earnings

(Loss) per

Earnings

Share

Adjustments

per Share

Share

Adjustments

per Share

(in thousands, except per share data)

Numerator

Net loss

$
(18,095
)

$
—

$
(18,095
)

$
(32,966
)

$
—

$
(32,966
)
Adjustments:

   Add back: Stock-based compensation

—

29,686

29,686

—

46,777

46,777

   Less: Gain on extinguishment of debt

—

(6,110
)

(6,110
)

—

(6,110
)

(6,110
)
   Less: Income tax effect related to Viant Technology
   Inc.'s share of adjustments ⁽¹⁾

—

(250
)

(250
)

—

(316
)

(316
)
Non-GAAP net income (loss)

(18,095
)

23,326

5,231

(32,966
)

40,351

7,385

   Less: Net income (loss) attributable to noncontrolling
   interests ⁽²⁾

(14,440
)

18,899

4,459

(26,206
)

32,612

6,406

Net income (loss) attributable to Viant Technology, Inc.—basic

(3,655
)

4,427

772

(6,760
)

7,739

979

   Add back: Reallocation of net loss attributable to
   noncontrolling interest from the assumed exchange
   of RSUs for Class A common stock

—

178

178

—

250

250

   Less: Income tax effect from the assumed exchange of
   RSUs for Class A common stock⁽¹⁾

—

(43
)

(43
)

—

(61
)

(61
)
Net income (loss) attributable to Viant Technology, Inc.—diluted

$
(3,655
)

$
4,562

$
907

$
(6,760
)

$
7,928

$
1,168

Denominator

Weighted-average shares of Class A common stock outstanding—basic

11,500

—

11,500

11,500

—

11,500

Effect of dilutive securities:

RSUs

—

2,521

2,521

—

2,919

2,919

Weighted-average shares of Class A common stock outstanding—diluted

11,500

2,521

14,021

11,500

2,919

14,419

Earnings (loss) per share of Class A common stock—basic

$
(0.32
)

$
0.39

$
0.07

$
(0.59
)

$
0.68

$
0.09

Earnings (loss) per share of Class A common stock—diluted

$
(0.32
)

$
0.38

$
0.06

$
(0.59
)

$
0.67

$
0.08

Anti-dilutive shares/units excluded from earnings (loss) per share of Class A common stock/unit—diluted:

Non-qualified stock options

67

67

Shares of Class B common stock

47,436

47,436

Total shares excluded from earnings (loss) per share of Class A common stock/unit—diluted

47,503

47,503

~~Management identified an immaterial calculation error in our~~ 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 three and six months ended ~~March 31, 2021. The correct basic~~June 30, 2022 and diluted non-GAAP earnings (loss) per share amounts are $0.02, for the three months ending March 31, 2021, rather than $0.01, the amounts previously reported in our Quarterly Report on Form 10-Q for the three months ended March 31, 2021.2021:

	Three Months Ended								Three Months Ended
	June 30, 2022								June 30, 2021
	Earnings (Loss) per Share			Adjustments		Non-GAAP Earnings (Loss) per Share			Earnings (Loss) per Share			Adjustments			Non-GAAP Earnings (Loss) per Share
Numerator
Net loss	$	(14,092	)	$	—	$	(14,092	)	$	(18,095	)	$	—		$	(18,095	)
Adjustments:
Add back: Stock-based compensation		—			7,768		7,768			—			29,686			29,686
Less: Gain on extinguishment of debt		—			—		—			—			(6,110	)		(6,110	)
Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments⁽¹⁾		—			390		390			—			(250	)		(250	)
Non-GAAP net income (loss)		(14,092	)		8,158		(5,934	)		(18,095	)		23,326			5,231
Less: Net income (loss) attributable to noncontrolling interests⁽²⁾		(10,691	)		5,952		(4,739	)		(14,440	)		18,899			4,459
Net income (loss) attributable to Viant Technology Inc.—basic		(3,401	)		2,206		(1,195	)		(3,655	)		4,427			772
Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs for Class A common stock		—			—		—			—			178			178
Income tax benefit (expense) from the assumed exchange of RSUs for Class A common stock⁽¹⁾		—			—		—			—			(43	)		(43	)
Net income (loss) attributable to Viant Technology Inc.—diluted	$	(3,401	)	$	2,206	$	(1,195	)	$	(3,655	)	$	4,562		$	907
Denominator
Weighted-average shares of Class A common stock outstanding—basic		14,114			—		14,114			11,500			—			11,500
Effect of dilutive securities:
Restricted stock units		—			—		—			—			2,521			2,521
Nonqualified stock options		—			—		—			—			—			—
Weighted-average shares of Class A common stock outstanding—diluted		14,114			—		14,114			11,500			2,521			14,021

Earnings (loss) per share of Class A common stock—basic	$	(0.24	)	$	0.16	$	(0.08	)	$	(0.32	)	$	0.39		$	0.07
Earnings (loss) per share of Class A common stock—diluted	$	(0.24	)	$	0.16	$	(0.08	)	$	(0.32	)	$	0.38		$	0.06

Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted:
Restricted stock units							4,781									—
Nonqualified stock options							3,898									67
Shares of Class B common stock							47,082									47,436
Total shares excluded from earnings (loss) per share of Class A common stock—diluted							55,761									47,503

(unaudited; tabular dollars in thousands, except for percentages and per share data)

⁽²⁾The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation attributed to the noncontrolling interest of our company outstanding during the period.

	Six Months Ended								Six Months Ended
	June 30, 2022								June 30, 2021
	Earnings (Loss) per Share			Adjustments		Non-GAAP Earnings (Loss) per Share			Earnings (Loss) per Share			Adjustments			Non-GAAP Earnings (Loss) per Share
Numerator
Net loss	$	(27,655	)	$	—	$	(27,655	)	$	(32,966	)	$	—		$	(32,966	)
Adjustments:
Add back: Stock-based compensation		—			14,144		14,144			—			46,777			46,777
Less: Gain on extinguishment of debt		—			—		—			—			(6,110	)		(6,110	)
Income tax benefit (expense) related to Viant Technology Inc.'s share of adjustments⁽¹⁾		—			809		809			—			(316	)		(316	)
Non-GAAP net income (loss)		(27,655	)		14,953		(12,702	)		(32,966	)		40,351			7,385
Less: Net income (loss) attributable to noncontrolling interests⁽²⁾		(21,062	)		10,838		(10,224	)		(26,206	)		32,612			6,406
Net income (loss) attributable to Viant Technology Inc.—basic		(6,593	)		4,115		(2,478	)		(6,760	)		7,739			979
Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs for Class A common stock		—			—		—			—			250			250
Income tax benefit (expense) from the assumed exchange of RSUs for Class A common stock⁽¹⁾		—			—		—			—			(61	)		(61	)
Net income (loss) attributable to Viant Technology Inc.—diluted	$	(6,593	)	$	4,115	$	(2,478	)	$	(6,760	)	$	7,928		$	1,168
Denominator
Weighted-average shares of Class A common stock outstanding—basic		13,962			—		13,962			11,500			—			11,500
Effect of dilutive securities:
Restricted stock units		—			—		—			—			2,919			2,919
Nonqualified stock options		—			—		—			—			—			—
Weighted-average shares of Class A common stock outstanding—diluted		13,962			—		13,962			11,500			2,919			14,419

Earnings (loss) per share of Class A common stock—basic	$	(0.47	)	$	0.29	$	(0.18	)	$	(0.59	)	$	0.68		$	0.09
Earnings (loss) per share of Class A common stock—diluted	$	(0.47	)	$	0.29	$	(0.18	)	$	(0.59	)	$	0.67		$	0.08

Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted:
Restricted stock units							4,781									—
Nonqualified stock options							3,898									67
Shares of Class B common stock							47,082									47,436
Total shares excluded from earnings (loss) per share of Class A common stock—diluted							55,761									47,503

(unaudited; tabular dollars in thousands, except for percentages and per share data)

Non-GAAP operating expenses is a non-GAAP financial measure. Total operating expenses is the most comparable GAAP financial measure. Non-GAAP operating expenses is defined by us as total operating expenses plus other expense (income), net less TAC, stock-based compensation, depreciation, amortization, and certain other items that are not related to our core operations, such as restructuring charges, and transaction expenses. Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of ~~Active Customers~~the measures we use to provide our quarterly and ~~Average Contribution ex-TAC per Active Customer~~

~~Number~~annual business outlook to the investment community. Additionally, non-GAAP operating expenses is used by our management and board of ~~Active Customers~~directors to understand and ~~average contribution ex-TAC per Active Customer are~~evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational metrics. We define an Active Customer as a customer that had total aggregate contribution ex-TAC of at least $5,000 through our platform during the previous twelve months. We define average contribution ex-TAC per Active Customer as contribution ex-TAC for the trailing twelve month period presented divided by Active Customers. For purposes of this definition, a customer that operates under any of our pricing options that equals or exceeds the aforementioned contribution ex-TAC threshold is considered an Active Customer.plans. We believe that the ~~total number~~elimination of ~~Active Customers~~depreciation, amortization, stock-based compensation, TAC and ~~average contribution ex-TAC per Active Customer are important measures~~certain other items not related to our core operations provides another measure for period-to-period comparisons of our ~~ability~~business, provides additional insight into our discretionary costs and is a useful metric for investors because it allows them to ~~increase revenue~~evaluate our operational performance in the same manner as our management and ~~the effectiveness~~board of directors.

Our use of non-GAAP operating expenses has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our ~~sales force, although we expect these measures to fluctuate based on the seasonality~~financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our ~~business. Customers~~industry that ~~generated less than $5,000 in contribution ex-TAC in~~have similar business arrangements, may define non-GAAP operating expenses differently, which may make comparisons difficult. Because of these and other limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.

The following table presents a reconciliation of total operating expenses to non-GAAP operating expenses for the ~~trailing twelve month period were not material in the aggregate in any period.~~three and six months ended June 30, 2022 and 2021:

As of June 30, ~~2021,~~2022, we had cash of ~~$252.3~~$207.2 million and working capital, consisting of current assets less current liabilities, of ~~$264.4 million.~~$232.9 million, compared to cash of $238.5 million and working capital of $269.1 million as of December 31, 2021.

Our primary sources of cash are revenues derived from the programmatic purchase of advertising on our platform and our existing cash balances, although we have, and may in the future, address our liquidity needs by utilizing our borrowing capacity under our asset-based revolving credit and security agreement (the “Loan Agreement”) we entered into with PNC Bank, National Association (“PNC Bank”) on October 31, 2019 or raising additional funds by issuing equity.

Our primary uses of cash are capital expenditures to develop our software in support of enhancing our technology platform; purchases of property and equipment in support of our expanding headcount as a result of our growth; the payment of debt obligations used to finance our operations, capital expenditures, platform development and rapid growth; and future minimum payments under our

(unaudited; tabular dollars in thousands, except for percentages and per share data)

non-cancelable operating leases. We intend to continue investing in critical areas of our business in 2022 to further accelerate demand for our product and growth across the platform.

We assess our liquidity in terms of our ability to generate cash sufficient to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs. We believe our existing cash, cash flow from revenues derived from the programmatic purchase of advertising on our platform, and the undrawn availability under our revolving credit facility from the Loan Agreement will be sufficient to meet our cash requirements over the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations beyond the next 12 months through a combination of existing cash, cash flow from operations, ~~and~~the undrawn availability under our credit facility and issuances of equity securities or debt offerings. Our ability to fund longer-term operating needs will depend on our ability to generate positive cash flows through programmatic advertising purchases on our platform, our ability to access the capital markets, and other factors, including those discussed under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

As of June 30, 2022, our material cash requirements from known contractual obligations consisted of future minimum payments under our non-cancelable operating leases, which we estimate will be ~~sufficient~~approximately $1.0 million for the remainder of 2022, $3.7 million in 2023, $3.1 million in 2024, $3.0 million in 2025 and $3.0 million in 2026.

We did not have any off-balance sheet arrangements as of June 30, 2022 other than the indemnification agreements described in Note 13—Commitments and Contingencies to ~~meet~~ our ~~working capital requirements for at least the next 12 months.~~unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

~~The Company is~~We are a holding company with no operations of ~~its~~our own and isare dependent on distributions from Viant Technology LLC, including payments under theTax Receivable Agreement (the “Tax Receivable Agreement”) we entered into with Viant Technology LLC, continuing members of Viant Technology LLC and the TRA Representative (as defined in the Tax Receivable Agreement) on February 9, 2021, to pay ~~its~~our taxes and ~~other expenses. The~~satisfy any current or future cash requirements. Our Loan Agreement ~~as defined below,~~with PNC Bank imposes, and any future credit facilities may impose, limitations on our ability and the ability of Viant Technology LLC ~~or the Company~~ to pay dividends to third parties.

Our Loan Agreement with PNC Bank provides us with access to a $40.0 million senior secured revolving credit facility ~~see~~through October 31, 2024 and is collateralized by security interests in substantially all of our assets. As of June 30, 2022, there was no outstanding balance and $40.0 million of undrawn availability under the Loan Agreement. As of December 31, 2021, we had a balance of $17.5 million of outstanding borrowings and $22.5 million of undrawn availability under the Loan Agreement.

The Loan Agreement contains customary conditions to borrowings, events of default and covenants, and also contains a financial covenant requiring us not to exceed a maximum leverage ratio. As of June 30, 2022, we were in compliance with this covenant, and we do not believe this covenant or any other provision in the Loan Agreement will impact our credit or cash in the next 12 months or restrict our ability to execute on our business plan beyond 12 months.

For further discussion of our Loan Agreement with PNC Bank, refer to Note ~~7—Long-Term Debt and~~ 8—Revolving Credit Facility and PPP Loan to our unaudited condensed consolidated financial ~~statements.~~statements included elsewhere in this Quarterly Report on Form 10-Q.

The following table summarizes our cash flows for the six months ended June 30, ~~2021~~2022 and ~~2020:~~

(unaudited; tabular dollars in thousands, except for percentages and per share data)

Our cash flows from operating activities ~~are~~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 from operating activities have been affected by changes in our working capital, particularly changes in accounts receivable, accounts payable and accrued liabilities. The timing of cash receipts from customers and payments to suppliers can significantly impact our cash flows from operating activities. We typically pay suppliers in advance of collections from our customers. Our collection and payment cycles can vary from period to period. In addition, we expect seasonality to impact cash flows from operating activities on a quarterly basis.

Our cash flows used in operating activities for the six months ended June 30, 2022 was $8.5 million, a net decrease of $32.1 million, or 136%, from cash flows provided by operating activities for the six months ended June 30, 2021 of $23.6 million. The change in cash flows for the period were primarily due to:

During the six months ended June 30, 2021, cash provided by operating activities of $23.6 million resulted primarily from a net loss of $33.0 million offset by noncash add back adjustments to net loss of $46.8 million for stock-based compensation, $5.1 million for depreciation and amortization, $0.2 million in recovery of doubtful accounts and an increase in net working capital (excluding deferred revenue and other liabilities) of $12.6 million, a decrease in deferred revenue of $1.1 million and a decrease in other liabilities of $0.5 million.

During the six months ended June 30, 2020, cash provided by operating activities of $11.5 million resulted primarily from net income of $0.3 million, noncash add back adjustments to net income of $5.2 million for depreciation and amortization and an increaseCash Flows Used in ~~net working capital (excluding deferred revenue and other liabilities) of $8.4 million, offset by a decrease in deferred revenue of $1.0 million and a decrease in other liabilities of $1.2 million.~~

Our primary investing activities have consisted of capital expenditures to develop our software in support of enhancing our technology platform and purchases of property and equipment in support of our expanding headcount as a result of our growth. We capitalize certain costs associated with creating and enhancing internally developed software related to our technology infrastructure that are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. 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 of headcount and our software development cycles. As a result of capitalization of stock-based compensation in future periods and the ~~anticipated~~ growth of our business, ~~in future periods,~~ we expect our capital expenditures and our investment activity to continue to increase.

Our cash flows used in investing activities for the six months ended June 30, 2022 was $4.3 million, a net increase of $0.3 million, or 8.0%, from cash flows used in investing activities for six months ended June 30, 2021 of $4.0 million. The change in cash flows for the six months ended June 30, 2022 were primarily due to:

During the six months ended June 30, 2021, ~~and 2020,~~ cash used in investing activities of $4.0 million ~~and $3.8 million, respectively,~~ resulted primarily from investments in capitalized software development costs.

(unaudited; tabular dollars in thousands, except for percentages and per share data)

Our financing activities have consisted primarily of proceeds from borrowings and repayments of our debt, issuances of our ~~equity in connection with our IPO, partially offset by payments of offering costs associated with the issuances of~~ equity and payments of member ~~tax~~ distributions. Net cash provided by or used in financing activities has been and will be used to finance our operations, capital expenditures, platform development and rapid growth.

Our cash flows used in financing activities for the six months ended June 30, 2022 was $18.4 million, a net decrease of $241.5 million from cash flows provided by financing activities for the six months ended June 30, 2021 of $223.1 million. The decrease in cash flows for the six months ended June 30, 2022 compared to the prior period in 2021 is a result of the $232.5 million of proceeds from our IPO that closed in February 2021, net of underwriting discounts and the $17.5 million repayment of our revolving credit facility during the six months ended June 30, 2022.

During the six months ended June 30, 2021, cash provided by financing activities of $223.1 million resulted primarily from $232.5 million of IPO proceeds, net of underwriting discounts and commissions, partially offset by payments of $2.6 million in related offering costs and $6.8 million in payments of member tax distributions.

~~During the six months ended June 30, 2020, cash provided by financing activities of $6.0 million resulted from proceeds through the Company’s PPP Loan.~~

We do not have any relationships with other entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We did not have any other off-balance sheet arrangements as of June 30, 2021 other than operating leases and the indemnification agreements described in Note 12 to our condensed consolidated financial statements.

Our principal commitments consist of our debt obligations and non-cancelable leases for our various office facilities. In certain cases, the terms of the lease agreements provide for rental payments on a graduated basis.

We have made no significant contractual guarantees for the benefit of third parties. However, in the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon us to provide indemnification under such agreements and thus, there are no claims that we are aware of that could have a material effect on our condensed consolidated financial statements. Accordingly, no amounts for any obligation have been recorded as of June 30, 2021.

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about matters that are highly uncertain at the time the estimate is made ~~if different estimates reasonably could~~and have ~~been used,~~had or ~~if changes in the~~

~~estimate that~~ are reasonably ~~possible could materially~~likely to have a material impact ~~the~~on our financial ~~statements.~~condition or results of operations. We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition net versus gross assessment in our revenue arrangements, the assumptions used in the valuation models to determine the fair value of common stock and stock-based compensation, ~~income taxes,~~ ~~allowancesfordoubtfulaccounts,theusefullivesof capitalizedsoftwaredevelopmentcosts~~and ~~otherproperty,equipmentand~~internal use software~~assumptionsused in theimpairmentanalysesof long-livedassetsand goodwill,deferredrevenue,accruedliabilitiesand assumptionsused in thefairvaluationof equity-based paymentarrangements~~ have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

~~The preparation~~There have been no significant changes in our critical accounting policies and estimates during the six months ended June 30, 2022, as compared to the critical accounting policies and estimates disclosed in Part II, Item 7 “Management’s Discussion and Analysis of ~~condensed consolidatedfinancialstatements~~Financial Condition and Results of Operations” included in ~~conformitywith GAAPrequiresmanagementto makeestimatesand assumptionsthataffectthereportedamountsof assetsand liabilitiesand disclosuresof contingentassetsand liabilities~~at~~thedate~~ofour Annual Report on Form 10-K for the ~~condensedconsolidatedfinancialstatementsand thereportedamountsof revenueand expensesduringthereportingperiod.~~

For additional information regarding stock-based compensation, income taxes and tax receivable agreement, see Note 2—Basis of Presentation and Summary of Significant Accounting Policies to our condensed consolidated financial statements.year ended December 31, 2021.

For information regarding recently issued accounting pronouncements, see Note 2—Basis of Presentation and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements.

~~See “Item 7A: Quantitative~~During the six months ended June 30, 2022, there have been no material changes in our exposure to market risk. For a discussion of our exposure to market risk, see Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020. During the six months ended June 30, 2021, there have been no material changes in our exposure to market risk.~~2021.

Our management, with the participation of our chief executive officer ~~(“CEO”)~~ and chief financial officer, ~~(“CFO”),~~ has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”)~~Act), as of the end of the ~~quarter ended June 30, 2021.~~period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our ~~CEO~~chief executive officer and ~~CFO~~chief financial officer have concluded that as of ~~June 30, 2021,~~the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our ~~CEO~~chief executive officer and ~~CFO,~~chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the ~~quarter ended June 30, 2021~~period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our ~~CEO~~chief executive officer and ~~CFO,~~chief financial officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

From time to time, we are involved in various legal proceedings arising ~~from~~in the ~~normal~~ordinary course of ~~business activities.~~business. We are not currently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition. Defending any such ~~proceeding~~proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Our business, reputation, results of operations and financial condition, as well as the price of our Class A common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021. When any one or more of these risks materialize from time to time, our business, reputation, results of operations and financial condition, as well as the price of our Class A common stock, can be materially and adversely affected. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020, except for changes to the risk factors below:~~2021.

~~We may not realize the expected benefits of an industry shift away from cookie-based consumer tracking as such shift may not occur as rapidly as we expect or may not be realized at all.~~

We expect to benefit as compared to others in our industry from marketers reducing their reliance on vendors and software platforms that utilize third-party cookies for tracking. However, we cannot assure you that the shift away from cookie-based consumer tracking will happen as rapidly as we expect or that such shift will occur at all. For example, in June 2021, Google announced that its previously announced timeline of blocking third-party cookies by 2022 would be delayed until 2023. Additionally, even if the shift away from cookie-based consumer tracking does occur, we may not be as successful in growing our business and increasing our revenue as we expect. For example, marketers may not shift their business away from our competitors if our competitors are successful in developing alternative products or services that are not significantly reliant on the cookie-based framework.

Our business or ability to operate our platform could be impacted by changes in the technology industry by established technology companies or government regulation. Such developments, including the restriction of “third-party cookies,” could cause instability in the advertising technology industry.

Digital advertising and in-app advertising are largely dependent on established technology companies and their operation of the most commonly used Internet browsers (Chrome, Firefox, Internet Explorer and Safari), devices and their operating systems (Android and iOS). These companies may change the operations or policies of their browsers, devices and operating systems in a manner that fundamentally changes our ability to operate our platform or collect data. Users of these browsers, devices or operating systems may also adjust their behaviors and use of technology in ways that change our ability to collect data. Digital advertising and in-app advertising are also dependent, in part, on internet protocols and the practices of internet service providers, including IP address allocation. Changes that these providers make to their practices, or adoption of new internet protocols, may materially limit or alter the availability of data. 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.

For example, browser providers have recently enacted changes restricting the use of third-party cookies in their browsers, which may cause instability in the digital advertising market. Execution of digital advertising relies to a significant extent on the use of cookies, pixels and other similar technology, including mobile device identifiers that are provided by mobile operating systems for advertising purposes, which we refer to collectively as cookies, to collect data about users and devices. 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. Third-party cookies are cookies owned and used by parties other than the owners of the website visited by the Internet user, in connection with our business for execution of obtaining information about consumers, and for delivering digital advertising. In January 2020, Google publicly stated it intends for Chrome to block third-party cookies at some point in the following 24 months. Google has also introduced ad blocking software in its Chrome web browser that will block certain ads based on quality standards established under a multi-stakeholder coalition. Additionally, the Safari browser currently blocks third-party cookies by default and has recently added controls that algorithmically block or limit some cookies. Other browsers have added similar controls. These actions will have significant impacts on the digital advertising and marketing ecosystems in which we operate, which could cause changes in advertising budget allocations and thereby could negatively impact our business. In addition, these browser providers may frequently delay or change their previously announced operations or policies. For example, in June 2021, Google announced that it would delay its timeline of blocking third-party cookies by 2022 until 2023.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by

the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. Privacy aspects of other channels for programmatic advertising, such as connected TVs or over-the-top video, are still developing. 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. As the collection and use of data for digital advertising has received ongoing media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have raised significant concerns around observed data. There has been an array of ‘do-not-track’ efforts, suggestions and technologies introduced to address these concerns. However, the potential regulatory and self-regulatory landscape is inherently uncertain, and there is no consensus definition of tracking, nor agreement on what would be covered by ‘do-not-track’ functionality. There is activity by the major Internet browsers to default set on ‘do-not-track’ functionality, including by Safari and Firefox. It is not clear if other Internet browsers will follow.

Limitations on our or our customers’ ability to collect and use data for advertising, whether imposed by established technology companies or U.S. legislation, or otherwise, may impact the performance of our platform.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

On February 12, 2021, we completed our IPO, pursuant to which we issued and sold an aggregate of 11,500,000 shares of our Class A common stock (inclusive of 1,500,000 shares pursuant to the underwriters’ option to purchase additional shares) at the IPO price of $25.00 per share. The ~~aggregate gross proceeds to the Company from our IPO were $250.0 million and the net proceeds were $232.5 million after deducting underwriting discounts and commissions of $17.5 million. The~~ offer and sale of the shares of Class A common stock in the IPO were registered pursuant to registration statements on Form S-1 (File Nos. 333-252117 and 333-252907), which ~~the SEC declared~~became effective on February 9, 2021. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10% or more of any class of our equity securities or to any other affiliates. The underwriters for our IPO were BofA Securities, Inc., UBS Securities LLC, Canaccord Genuity LLC, JMP Securities LLC, Needham & Company, LLC and Raymond James & Associates, Inc.

There has been no material change in the intended use of proceeds from our IPO as described in our final prospectus, dated February 9, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on February ~~10,~~11, 2021.

Under the LTIP, we are permitted to satisfy any national, state, local or other tax withholding obligation due upon the vesting of an award granted under the LTIP by repurchasing an amount of shares otherwise deliverable on the vesting date having a fair market value equal to the withholding obligation. All of the shares repurchased by us during the second quarter of 2022 were in connection with this tax withholding obligation. During the three months ended June 30, 2022, we repurchased the following shares of our Class A common stock:

(1) Represents the shares of Class A common stock we repurchased upon the vesting of restricted stock units to satisfy the applicable tax withholding obligations incidental to the vesting of such awards.

(2) Represents the average price per share that we paid for the repurchases described above.

~~The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware	85-3447553
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2722 Michelson Drive, Suite 100 Irvine, CA		92612
(Address of principal executive ~~offices)~~		~~(Zip Code)~~offices and zip code)

			Page
PART I.	FINANCIAL INFORMATION
Item 1.	~~Condensed Consolidated~~ Financial Statements ~~(Unaudited)~~		3
	A.	Condensed Consolidated ~~Balance Sheets~~Statements of Operations	3
	B.	Condensed Consolidated ~~Statements of Operations~~Balance Sheets	4
	C.	Condensed Consolidated Statements of Convertible Preferred Units and Equity	5
	D.	Condensed Consolidated Statements of Cash Flows	7
	E.	~~Condensed~~ Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2223
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3742
Item 4.	Controls and Procedures		3742
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		3843
Item 1A.	Risk Factors		3843
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3943
Item 3.	Defaults Upon Senior Securities		3944
Item 4.	Mine Safety Disclosures		3944
Item 5.	Other Information		3944
Item 6.	Exhibits		4045
Signatures			4146

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Individual Customer
A		<10.0	%		<10.0	%		<10.0	%		11.3	%
Advertising Agency Holding Company
A		<10.0	%		14.7	%		<10.0	%		14.2	%
B		<10.0	%		10.0	%		<10.0	%		<10.0	%
C		12.7	%		<10.0	%		10.5	%		<10.0	%

	As of June 30,			As of December 31,
	2022			2021
Capitalized software development costs	$	66,890		$	61,490
Computer equipment		1,021			1,823
Purchased software		32			32
Furniture, fixtures and office equipment		1,201			1,159
Leasehold improvements		2,483			2,178
Total property, equipment and software		71,627			66,682
Less: Accumulated depreciation		(49,102	)		(44,351	)
Total property, equipment and software, net	$	22,525		$	22,331

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Over-time revenue	$	1,105	$	1,071	$	2,209	$	2,343
Point-in-time revenue		49,306		29,354		88,346		66,242
Total revenue	$	50,411	$	30,425	$	90,555	$	68,585

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐
			☒
Emerging growth company	☒

		Page
Note 1	Nature of Operations	8
Note 2	Basis of Presentation and Summary of Significant Accounting Policies	9
Note 3	Revenue	12
Note 4	Property, Equipment, and Software, Net	12
Note 5	Leases	13
Note 6	Intangible Assets, Net	15
Note 7	Accrued Liabilities	16
Note 8	Revolving Credit Facility and PPP Loan	16
Note 9	Stock-Based Compensation	17
Note 10	Income Taxes and Tax Receivable Agreement	19
Note 11	Loss Per Share	20
Note 12	Noncontrolling Interests	21
Note 13	Commitments and Contingencies	22

	(in thousands)
Balance as of December 31	$	54
Provision for doubtful accounts		51
Write-offs, net of recoveries		(1	)
Balance as of March 31	$	104
Provision for doubtful accounts		1
Write-offs, net of recoveries		—
Balance as of June 30	$	105

	As of June 30,			As of December 31,
	2021			2020
	(in thousands)
Capitalized software development costs	$	54,933		$	43,627
Computer equipment		1,794			1,575
Purchased software		32			32
Furniture, fixtures and office equipment		1,097			1,087
Leasehold improvements		2,125			2,115
Total property, equipment and software		59,981			48,436
Less: Accumulated depreciation		(39,035	)		(34,607	)
Total property, equipment and software, net	$	20,946		$	13,829

	As of June 30, 2021
	Remaining Weighted Average Useful Life		Gross Amount		Accumulated Amortization			Net Carrying Amount
	(in years)		(in thousands)
Developed technology		1.6	$	4,927	$	(3,819	)	$	1,108
Customer relationships		2.6		2,300		(1,451	)		849
Trademarks/tradenames		4.0		1,400		(957	)		443
Total			$	8,627	$	(6,227	)	$	2,400

	As of December 31, 2020
	Remaining Weighted Average Useful Life		Gross Amount		Accumulated Amortization			Net Carrying Amount
	(in years)		(in thousands)
Developed technology		2.1	$	4,927	$	(3,469	)	$	1,458
Customer relationships		3.1		2,300		(1,287	)		1,013
Trademarks/tradenames		4.2		1,400		(856	)		544
Total			$	8,627	$	(5,612	)	$	3,015

	As of June 30, 2021
Year	(in thousands)
Remainder of 2021	$	615
2022		1,119
2023		467
2024		107
2025		80
Thereafter		12
Total	$	2,400

	As of June 30, 2022
	Remaining Weighted Average Useful Life (years)		Gross Amount		Accumulated Amortization			Net Carrying Amount
Developed technology		0.6	$	4,927	$	(4,518	)	$	409
Customer relationships		1.6		2,300		(1,780	)		520
Trademarks/tradenames		3.7		1,400		(1,107	)		293
Total			$	8,627	$	(7,405	)	$	1,222

	As of December 31, 2021
	Remaining Weighted Average Useful Life (years)		Gross Amount		Accumulated Amortization			Net Carrying Amount
Developed technology		1.1	$	4,927	$	(4,169	)	$	758
Customer relationships		2.1		2,300		(1,615	)		685
Trademarks/tradenames		4.0		1,400		(1,057	)		343
Total			$	8,627	$	(6,841	)	$	1,786

	Number of Shares					Number of Shares (in thousands)			Weighted-Average Grant Date Fair Value
	(in thousands)			Weighted-Average Grant-Date Fair Value
RSUs outstanding as of December 31, 2020		—		$	—
RSUs outstanding as of December 31, 2021							3,033		$	24.29
Granted		6,208			25.00		2,284			6.16
Vested		—			—		(342	)		25.02
Canceled/forfeited		(26	)		25.00		(117	)		23.92
RSUs outstanding as of March 31, 2021		6,182			25.00
RSUs outstanding as of March 31, 2022							4,858			15.72
Granted		66			26.10		365			6.07
Vested		—			—		(322	)		24.69
Canceled/forfeited		(64	)		25.01		(120	)		13.64
RSUs outstanding as of June 30, 2021		6,184		$	25.01
RSUs outstanding as of June 30, 2022							4,781			14.43

	Number of Options (in thousands)			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		220		$	15.88		9.7	$	20
Granted		3,565			6.09
Exercised		—			—
Canceled		(14	)		12.02
Expired		—			—
Outstanding as of March 31, 2022		3,771			6.64		9.9		1,891
Granted		216			6.16
Exercised		—			—
Canceled		(89	)		7.88
Expired		—			—
Outstanding as of June 30, 2022		3,898			6.58		9.7		—

Vested and exercisable		16			26.10		8.9		—

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
	(in thousands)				(in years)		(in thousands)
Options outstanding as of December 31, 2020		—	$	—
Granted		—		—
Exercised		—		—
Canceled		—		—
Expired		—		—
Options outstanding as of March 31, 2021		—		—
Granted		67		26.09
Exercised		—		—
Canceled		—		—
Expired		—		—
Options outstanding as of June 30, 2021		67	$	26.09		9.9	$	250

	Three Months Ended June 30,			Six Months Ended June 30,			Three and Six Months Ended June 30,	Three and Six Months Ended June 30,
	2021			2021			2022	2021
Risk free interest rate		1.2	%		1.2	%	1.4% - 2.0%	1.2%
Expected volatility		61.1	%		61.1	%	61.5% - 62.7%	61.1%
Expected term (in years)		5.9			5.9		5.9 - 6.0	5.9
Expected dividend yield		0.0	%		0.0	%	0.0%	0.0%

	As of June 30, 2021
Owner	Units Owned		Ownership Percentage
Viant Technology Inc.		11,500,000		19.5	%
Noncontrolling interests		47,435,559		80.5	%
Total		58,935,559		100.0	%

	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Net loss attributable to Viant Technology Inc.	$	(3,401	)	$	(6,593	)
Transfers to noncontrolling interests:
Decrease in the additional-paid-in-capital of Viant Technology Inc. resulting from ownership changes in Viant Technology LLC		(5,455	)		(9,731	)
Net decrease in equity of Viant Technology Inc. due to equity interest transactions with noncontrolling interests	$	(8,856	)	$	(16,324	)

	Three Months Ended June 30,				Change
	2021		2020		$		%
	(in thousands, except for percentages)
Revenue	$	50,411	$	30,425	$	19,986		66	%

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share (2)		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
4/1/22 to 4/30/22		—		—		—		—
5/1/22 to 5/31/22		—		—		—		—
6/1/22 to 6/30/22		139,701		6.16		—		—
Total		139,701	$	6.16	$	—	$	—

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Viant Technology Inc. (incorporated ~~herein~~ by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K ~~filed with~~(File No. 001-40015) for the ~~SEC~~year ended December 31, 2020, filed on March 23, 2021)

3.2		Amended and Restated Bylaws of Viant Technology Inc. (incorporated ~~herein~~ by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K ~~filed with~~(File No. 001-40015) for the ~~SEC~~year ended December 31, 2020, filed on March 23, 2021)

10.1*+		Viant Technology Inc. Non-Employee Director Compensation Policy, effective as of May 17, 2022

31.1*		Certification of Principal Executive Officer Pursuant to ~~Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to~~ Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

31.2*		Certification of Principal Financial Officer Pursuant to ~~Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to~~ Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.1*†		Certification of Principal Executive Officer Pursuant to ~~18 U.S.C. Section 1350, as Adopted Pursuant to~~ Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.2*†		Certification of Principal Financial Officer Pursuant to ~~18 U.S.C. Section 1350, as Adopted Pursuant to~~ Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	~~Viant Technology Inc.~~VIANT TECHNOLOGY INC.

Date: August ~~13, 2021~~9, 2022	By:	/s/ Tim Vanderhook
		Tim Vanderhook
		Chief Executive Officer and Chairman (Principal Executive Officer)

Date: August ~~13, 2021~~9, 2022	By:	/s/ Larry Madden
		Larry Madden
		Chief Financial Officer (Principal Financial and Accounting Officer)