Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Viant Technology Inc. | |
Entity Central Index Key | 0001828791 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3447553 | |
Entity File Number | 001-40015 | |
Entity Address, Address Line One | 2722 Michelson Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92612 | |
Local Phone Number | 861-8888 | |
City Area Code | 949 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A common stock, par value $0.001 per share | |
Trading Symbol | DSP | |
Name of each exchange on which registered | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,500,000 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 47,435,559 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 246,585 | $ 9,629 |
Accounts receivable, net of allowances | 58,253 | 89,767 |
Prepaid expenses and other current assets | 5,044 | 4,487 |
Total current assets | 309,882 | 103,883 |
Property, equipment, and software, net | 16,419 | 13,829 |
Intangible assets, net | 2,708 | 3,015 |
Goodwill | 12,422 | 12,422 |
Other assets | 371 | 371 |
Total assets | 341,802 | 133,520 |
Current liabilities: | ||
Accounts payable | 27,219 | 29,763 |
Accrued liabilities | 13,220 | 24,677 |
Accrued compensation | 7,656 | 9,711 |
Current portion of long-term debt | 5,365 | 3,353 |
Current portion of deferred revenue | 1,887 | 2,725 |
Accrued member tax distributions | 6,878 | |
Other current liabilities | 1,238 | 2,549 |
Total current liabilities | 56,585 | 79,656 |
Long-term debt | 18,170 | 20,182 |
Long-term portion of deferred revenue | 5,902 | 5,612 |
Other long-term liabilities | 382 | 453 |
Total liabilities | 81,039 | 105,903 |
Commitments and contingencies (Note 12) | ||
Convertible preferred units | ||
2019 convertible preferred units, no par value; none issued and outstanding as of March 31, 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 | ||
Additional paid-in capital | 92,187 | |
Accumulated deficit | (72,070) | |
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding as of March 31, 2021 | ||
Additional paid-in capital | 67,656 | |
Accumulated deficit | (3,104) | |
Total stockholders' equity attributable to Viant Technology Inc./members' equity | 64,611 | 20,117 |
Noncontrolling interests | 196,152 | |
Total equity | 260,763 | 20,117 |
Total liabilities, convertible preferred units and stockholders' equity/members' equity | 341,802 | $ 133,520 |
Class A Common Stock | ||
Stockholders’ equity | ||
Common stock | 12 | |
Total equity | 12 | |
Class B Common Stock | ||
Stockholders’ equity | ||
Common stock | 47 | |
Total equity | $ 47 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Common units no par value | $ 0 | |
Common units, units authorized | 400,000 | |
Common units, units issued | 0 | 400,000 |
Common units, units outstanding | 0 | 400,000 |
Preferred stock, par value per share | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
2019 Convertible Preferred Units | ||
Convertible preferred units, no par value | $ 0 | |
Convertible preferred units, units authorized | 600,000 | |
Convertible preferred units, units issued | 0 | 600,000 |
Convertible preferred units, units outstanding | 0 | 600,000 |
Convertible preferred units, liquidation preference | $ 5,444 | |
Class A Common Stock | ||
Common stock, par value per share | $ 0.001 | |
Common stock, shares authorized | 450,000,000 | |
Common stock, shares issued | 11,500,000 | |
Common stock, shares outstanding | 11,500,000 | |
Class B Common Stock | ||
Common stock, par value per share | $ 0.001 | |
Common stock, shares authorized | 150,000,000 | |
Common stock, shares issued | 47,435,559 | |
Common stock, shares outstanding | 47,435,559 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 40,144 | $ 38,160 |
Operating expenses: | ||
Platform operations | 24,344 | 23,603 |
Sales and marketing | 14,185 | 7,130 |
Technology and development | 5,900 | 2,150 |
General and administrative | 10,420 | 4,656 |
Total operating expenses | 54,849 | 37,539 |
Income (loss) from operations | (14,705) | 621 |
Interest expense, net | 235 | 281 |
Other expense (income), net | (70) | 11 |
Total other expense, net | 165 | 292 |
Net income (loss) | (14,870) | 329 |
Less: Net loss attributable to noncontrolling interests | (11,766) | |
Net income (loss) attributable to Viant Technology Inc. | $ (3,104) | $ 329 |
Earnings (loss) per Class A common stock/unit: | ||
Basic | $ (0.27) | $ 0.33 |
Diluted | $ (0.27) | $ 0.33 |
Weighted-average Class A common stock/units outstanding: | ||
Basic | 11,500 | 400 |
Diluted | 11,500 | 1,000 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED UNITS AND MEMBERS' EQUITY/STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Convertible Preferred Units | Class A Common Stock | Class B Common Stock | Common Units | Additional Paid-in Capital | Accumulated Deficit | Total Members’ Equity (Deficit) | Noncontrolling Interest |
Temporary Equity, Balance at Dec. 31, 2019 | $ 7,500 | ||||||||
Temporary Equity, Balance, Share at Dec. 31, 2019 | 600 | ||||||||
Balance at Dec. 31, 2019 | $ 15,205 | $ 92,187 | $ (76,982) | ||||||
Balance, Shares at Dec. 31, 2019 | 400 | ||||||||
Accrued member tax distributions | (390) | (390) | |||||||
Net income | 329 | 329 | |||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 7,500 | ||||||||
Temporary Equity, Balance, Share at Mar. 31, 2020 | 600 | ||||||||
Balance at Mar. 31, 2020 | 15,144 | 92,187 | (77,043) | ||||||
Balance, Shares at Mar. 31, 2020 | 400 | ||||||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 7,500 | ||||||||
Temporary Equity, Balance, Share at Dec. 31, 2020 | 600 | ||||||||
Balance at Dec. 31, 2020 | 20,117 | $ 20,117 | |||||||
Balance, Shares at Dec. 31, 2020 | 400 | ||||||||
Net income prior to Reorganization Transactions | 669 | 669 | |||||||
Effect of Reorganization Transactions | 7,500 | $ 49 | 28,237 | $ (20,786) | |||||
Temporary Equity, Effect of Reorganization Transactions, Shares | (600) | ||||||||
Temporary Equity, Effect of Reorganization Transactions | $ (7,500) | ||||||||
Effect of Reorganization Transactions, Shares | 48,936 | (400) | |||||||
Issuance of Class A common stock in initial public offering, net of underwriting and offering costs | 228,185 | $ 12 | $ (2) | 228,175 | |||||
Issuance of Class A common stock in initial public offering, net of underwriting and offering costs, Shares | 11,500 | (1,500) | |||||||
Allocation of equity to noncontrolling interests | (208,587) | $ 208,587 | |||||||
Accrued member tax distributions | 75 | 75 | |||||||
Stock-based compensation | 19,756 | 19,756 | |||||||
Net income | (3,104) | ||||||||
Net loss subsequent to Reorganization Transactions | (15,539) | (3,104) | (12,435) | ||||||
Balance at Mar. 31, 2021 | $ 260,763 | $ 12 | $ 47 | $ 67,656 | $ (3,104) | $ 196,152 | |||
Balance, Shares at Mar. 31, 2021 | 11,500 | 47,436 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (14,870) | $ 329 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 2,427 | 2,614 |
Stock-based compensation | 17,090 | |
Recovery of doubtful accounts | (194) | (197) |
Loss on disposal of assets | 8 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 31,708 | 5,042 |
Prepaid expenses and other assets | (2,793) | 42 |
Accounts payable | (3,416) | 3,640 |
Accrued liabilities | (11,213) | (4,859) |
Accrued compensation | (2,055) | (1,019) |
Deferred revenue | (547) | (792) |
Other liabilities | (1,382) | (1,293) |
Net cash provided by operating activities | 14,763 | 3,507 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (167) | (30) |
Capitalized software development costs | (1,893) | (1,907) |
Net cash used in investing activities | (2,060) | (1,937) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of underwriting discounts | 232,500 | |
Payment of member tax distributions | (6,805) | |
Payment of offering costs | (1,442) | |
Net cash provided by financing activities | 224,253 | |
Net increase in cash | 236,956 | 1,570 |
Cash at beginning of period | 9,629 | 4,815 |
Cash at end of period | 246,585 | 6,385 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 175 | 429 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock-based compensation included in capitalized software development costs | 2,666 | |
Accrued member tax distributions recorded in other current liabilities | $ 2,089 | |
Offering costs recorded in accounts payable | $ 1,167 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Viant for the purpose of facilitating an Initial Public Offering and other related transactions. On February 9, 2021, 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: • The Company amended and restated its certificate of incorporation, under which the Company is authorized to issue up to 450,000,000 shares of Class A common stock, up to 150,000,000 shares of Class B common stock, and up to 10,000,000 shares of preferred stock; • The limited liability company agreement of Viant Technology LLC was amended and restated (as amended and restated, the “Viant Technology LLC Agreement”) to, among other things, provide for Class A units and Class B units and appoint the Company as the sole managing member of Viant Technology LLC; • The Viant Technology LLC Agreement classifies the interests acquired by the Company as Class A units and reclassified the interests held by the continuing members of Viant Technology LLC as Class B units, and permits the continuing members of Viant Technology LLC to exchange Class B units for shares of Class A common stock on a one-for-one basis or, at the election of Viant Technology Inc., for cash at the current fair value on the date of the exchange For each membership unit of Viant Technology LLC that is reclassified as a Class B unit, the Company issued one corresponding share of our Class B common stock to the continuing members, or 48,935,559 shares of Class B common stock in total; • The Company issued and sold 10,000,000 shares of its Class A common stock to the underwriters at an initial public offering price of $25.00 per share, for gross proceeds of $250.0 million before deducting underwriting discounts and commissions of $17.5 million; • The Company used the net proceeds of $232.5 million to acquire 10,000,000 newly issued Class A units of Viant Technology LLC at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock; • The underwriters exercised their option to purchase 1,500,000 additional shares of Class A common stock from the selling stockholders. The Company did not receive any proceeds from the sale of shares by the selling stockholders. Pursuant to such exercise, the selling stockholders exchanged the corresponding number of Class B units for the shares of Class A common stock, the corresponding number of shares of Class B common stock were automatically retired, and 1,500,000 Class A units were issued to the Company; • The Class B stockholders and Class A stockholders will initially have 80.5% and 19.5%, respectively, of the combined voting power of the Company’s common stock. The Class A common stock outstanding will represent 100% of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from the Company, except for the right of Class B stockholders to receive the par value of the Class B common stock upon our liquidation, dissolution or winding up or an exchange of Class B units. • The Company entered into a Registration Rights Agreement with the Class B stockholders to provide for certain rights and restrictions after the IPO. • The 2020 Equity Based Incentive Compensation Plan (the “Phantom Unit Plan”) under Viant Technology LLC, was terminated and replaced in conjunction with the adoption of the Company’s 2021 Long Term Incentive Plan (the “LITP”) Immediately following the closing of the IPO, Viant Technology LLC is the predecessor of the Company for financial reporting purposes. The Company 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 Viant Technology LLC on its condensed consolidated financial statements and record a noncontrolling interest related to the Class B units held by the Class B stockholders on its condensed consolidated balance sheet and statement of operations. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation Basis of Presentation The condensed consolidated financial statements for interim financial information which are unaudited Viant Technology LLC is considered a variable interest entity, or VIE. The Company is the primary beneficiary and sole managing member of Viant Technology LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Viant Technology LLC. All intercompany balances and transactions have been eliminated in consolidation 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 have been adjusted to combine the previously separate entities for presentation purposes. Amounts for the period from January 1, 2020 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 March 31, 2021 and for the period from February 12, 2021 reflect the consolidated operations of the Company. Management believes that the accompanying condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of its balance sheet as of March 31, 2021, results of operations for the three months ended March 31,2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020. The balance sheet as of December 31, 2020 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. The consolidated results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any other future annual or interim period. Use of Estimates The preparation of 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 basis, management evaluates its estimates, primarily those related to revenue recognition, stock-based compensation, income taxes, allowances for doubtful accounts, the useful lives of capitalized software development costs and other property, equipment and software, assumptions used in the impairment analyses of long-lived assets and goodwill, deferred revenue and accrued liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. As of March 31, 2021, 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. Fair Value of Financial Instruments Financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities. 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 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 award granted. Since inception of the 2021 LTIP, the Company has only granted restricted stock units (“RSUs”). The fair value of RSUs is calculated using the closing market price of the Company’s common stock on the date of grant. Stock-based compensation is related to RSUs granted in connection with our recent IPO to certain employees and board members, pursuant to the 2021 LTIP, where a of RSUs awarded to employees will vest upon expiration of the 180 day IPO lock-up period and the remainder of which will continue to 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. Comprehensive Income (Loss) For the periods presented, net income (loss) is equal to comprehensive income (loss). Noncontrolling Interests 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. Earnings (Loss) Basic number of Shares of our 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 Class B common stock under the two-class method has not been presented. Diluted Earnings (Loss) Per Unit 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 as-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. Accounts Receivable, The following (in thousands) Balance as of December 31, 2020 $ 335 Recovery of doubtful accounts (194 ) Write-offs, net of recoveries (126 ) Balance as of March 31, 2021 $ 15 Deferred Deferred $2.2 million . Upon of $4.3 million Concentration Financial As of March 31, 2021, one individual customer accounted for 14.6 Income The Company is the managing member 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 taxes 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 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 of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for 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 permitted 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 basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Tax Receivable Agreement 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. would otherwise pay 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, or 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 complex TRA model, which includes an assumption related to the fair market value of assets. The payment obligations under the TRA are obligations 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 (“SOFR”) 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 of termination. Recent Issued On April The Company has elected condensed In February Financial Accounting Standards Board (“ condensed In June 2016, the condensed In September prospectively 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. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements , The guidance is effective for the Company’s annual reporting period beginning after December 15, 2021. The Company is currently assessing the impact this guidance will have on the condensed consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue The disaggregation Three Months Ended March 31, 2021 2020 (in thousands) Over-time revenue $ 1,105 $ 1,273 Point-in-time revenue 39,039 36,887 Total revenue $ 40,144 $ 38,160 Remaining n n During the three months ended March 31, 2021, we recognized $0.5 million of revenue related to amounts that were included in deferred revenue as of December 31, 2020. The revenue |
Property, Equipment and Softwar
Property, Equipment and Software, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Equipment and Software, Net | 4. Property, Major As of March 31, As of December 31, 2021 2020 (in thousands) Capitalized software development costs $ 48,187 $ 43,627 Computer equipment 1,708 1,575 Purchased software 32 32 Furniture, fixtures and office equipment 1,087 1,087 Leasehold improvements 2,125 2,115 Total property, equipment and software 53,139 48,436 Less: Accumulated depreciation (36,720 ) (34,607 ) Total property, equipment and software, net $ 16,419 $ 13,829 Depreciation Three Months Ended March 31, 2021 2020 (in thousands) Platform operations $ 1,578 $ 1,762 Sales and marketing — — Technology and development 381 401 General and administrative 161 144 Total $ 2,120 $ 2,307 For the three months ended March 31, 2021 and 2020, total interest cost incurred was $0.2 million and $0.3 million, respectively. The Company capitalized interest costs of $5,000 to capitalized software development costs for the three months ended March 31, 2021. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 5. Intangible The balances As of March 31, 2021 Remaining Weighted Average Useful Life Gross Amount Accumulated Amortization Net Carrying Amount (in years) (in thousands) Developed technology 1.8 $ 4,927 $ (3,643 ) $ 1,284 Customer relationships 2.8 2,300 (1,369 ) 931 Trademarks/tradenames 4.1 1,400 (907 ) 493 Total $ 8,627 $ (5,919 ) $ 2,708 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 Amortization condensed Three Months Ended March 31, 2021 2020 (in thousands) Platform operations $ 175 $ 175 Sales and marketing — — Technology and development — — General and administrative 132 132 Total $ 307 $ 307 Estimated amortization As of March 31, 2021 Year (in thousands) Remainder of 2021 $ 923 2022 1,119 2023 467 2024 107 2025 80 Thereafter 12 Total $ 2,708 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities The Company’s As of March 31, As of December 31, 2021 2020 (in thousands) Accrued traffic acquisition costs $ 11,337 $ 22,667 Other accrued liabilities 1,883 2,010 Total accrued liabilities $ 13,220 $ 24,677 |
Long-Term Debt and Revolving Cr
Long-Term Debt and Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Revolving Credit Facility | 7. Long-Term Debt and Revolving Credit The Company’s As of March 31, As of December 31, 2021 2020 (in thousands) Revolving credit facility $ 17,500 $ 17,500 Paycheck Protection Program Loan 6,035 6,035 Total debt 23,535 23,535 Less: Current portion of long-term debt (5,365 ) (3,353 ) Total long-term debt $ 18,170 $ 20,182 As of March 31, 2021 and December 31, 2020, Revolving Credit Facility On October 31, 2019, we entered into an asset-based revolving credit and security agreement with PNC Bank (the “Loan Agreement”). 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 as of March 31, 2021 was 3.63%. The applicable margin commencing January 1, 2021 is between 1.50% to 2.25% for Domestic Rate Loans and between 3.50% and 4.25% 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 March 31, 2021, we are in compliance with all covenants. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation In connection with the IPO, which occurred on February 12, 2021, the Phantom Unit Plan was replaced by the 2021 LTIP, and 6.2 million RSUs were granted. 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 March 31, 2021, the Company has currently only granted RSUs. Under the Company’s 2021 LTIP, 5.6 million shares remained available for grant as of March 31, 2021. Stock-Based Compensation Stock-based compensation recorded in the condensed consolidated statements of operations was as follows: Three Months Ended March 31, 2021 2020 (in thousands) Platform operations $ 3,161 $ — Sales and marketing 6,813 — Technology and development 2,939 — General and administrative 4,177 — Total $ 17,090 $ — Restricted Stock Units (“RSUs”) The following summarizes RSU activity during the three months ended March 31, 2021: Number of Shares (in thousands) RSUs outstanding as of December 31, 2020 $ — Granted 6,208 Vested — Canceled/forfeited (26 ) RSUs outstanding as of March 31, 2021 $ 6,182 As of March 31, 2021, the Company had unrecognized stock-based compensation relating to RSUs of approximately $134.8 million, which is expected to be recognized over a weighted-average period of 2.2 years. |
Income Taxes and Tax Receivable
Income Taxes and Tax Receivable Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes and Tax Receivable Agreement | 9. Income Taxes and Tax Receivable Agreement The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate of 21% to income before provision of income taxes due to Viant Technology LLC’s pass-through structure for U.S. income tax purposes and the valuation allowance against the deferred tax asset. Viant Technology Inc. did not recognize an income tax expense/(benefit) on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of 80.5%, due to the full valuation allowance against its deferred tax assets, resulting in an effective tax rate ("ETR") of 0%, for the three months ended March 31, 2021. As of March 31, 2021, 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 March 31, 2021. 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 more likely than not that its deferred tax assets subject to the TRA would not be realized as of March 31, 2021. Therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets after concluding it was not probable that such TRA liability would be paid based on its estimates of future taxable income. As of March 31, 2021, the total unrecorded TRA liability is approximately $9.1 million. If utilization of the deferred tax assets subject to the TRA becomes more likely than not 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. |
Earnings (Loss) Per Share_Unit
Earnings (Loss) Per Share/Unit | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share/Unit | 10. Earnings (Loss) 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 March 31, 2020 reflects units of the membership structure prior to the Reorganization Transactions. For the three months ended March 31, 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 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 giving effect to all potentially dilutive shares of Class A common stock outstanding during the period. For the three months ended March 31, 2020, diluted earnings per unit represents net income attributable to all unitholders divided by the weighted-average number of units outstanding, inclusive of the convertible preferred units using the as-if-converted method and the incentive common units using the treasury stock method, if dilutive. For the three months ended March 31, 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 potential dilutive units related to the convertible preferred units were included in the computation of dilutive earnings per unit. The undistributed earnings for the three months ended March 31, 2020 have been allocated based on the participation rights of the convertible preferred 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 months ended March 31, 2021, the period following the Reorganization Transactions, and for the three months ended March 31, 2020. See Note 2 for additional information related to basic and diluted net loss per share/unit. Three Months Ended March 31, 2021 2020 (in thousands, except per share/unit data) Numerator Net income (loss) $ (14,870 ) $ 329 Less: Net loss attributable to noncontrolling interests (11,766 ) — Less: Undistributed earnings attributable to participating securities — (197 ) Net loss attributable to Viant Technology Inc./common unitholders $ (3,104 ) $ 132 Denominator Weighted-average shares of Class A common stock/units outstanding—basic 11,500 400 Effect of dilutive securities: Convertible preferred units — 600 Restricted stock units — — Weighted-average shares of Class A common stock/units outstanding—diluted 11,500 1,000 Earnings (loss) per share of Class A common stock/unit—basic $ (0.27 ) $ 0.33 Earnings (loss) per share of Class A common stock/unit—diluted $ (0.27 ) $ 0.33 Anti-dilutive shares/units excluded from earnings (loss) per share of Class A common stock/unit—diluted: Restricted stock units 6,196 — Shares of Class B common stock 47,436 — Total shares excluded from earnings (loss) per share of Class A common stock/unit—diluted 53,632 — |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 11. Noncontrolling Interests 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 one-for-one basis or, at the election of Viant Technology Inc., for cash at the current fair value on the date of the exchange. The following table summarizes the ownership of Viant Technology LLC as of March 31, 2021: As of March 31, 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 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments Lease Commitments Future operating As of March 31, 2021 Year (in thousands) Remainder of 2021 $ 2,548 2022 2,002 2023 991 2024 124 2025 and thereafter — Total minimum payments $ 5,665 Legal Matters From Guarantees and Indemnities The Company has made condensed |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On April 12, 2021, the Company submitted an application |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation The condensed consolidated financial statements for interim financial information which are unaudited Viant Technology LLC is considered a variable interest entity, or VIE. The Company is the primary beneficiary and sole managing member of Viant Technology LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Viant Technology LLC. All intercompany balances and transactions have been eliminated in consolidation 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 have been adjusted to combine the previously separate entities for presentation purposes. Amounts for the period from January 1, 2020 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 March 31, 2021 and for the period from February 12, 2021 reflect the consolidated operations of the Company. Management believes that the accompanying condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of its balance sheet as of March 31, 2021, results of operations for the three months ended March 31,2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020. The balance sheet as of December 31, 2020 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. The consolidated results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any other future annual or interim period. |
Use of Estimates | Use of Estimates The preparation of 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 basis, management evaluates its estimates, primarily those related to revenue recognition, stock-based compensation, income taxes, allowances for doubtful accounts, the useful lives of capitalized software development costs and other property, equipment and software, assumptions used in the impairment analyses of long-lived assets and goodwill, deferred revenue and accrued liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. As of March 31, 2021, 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities. 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 | Stock-Based Compensation 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 award granted. Since inception of the 2021 LTIP, the Company has only granted restricted stock units (“RSUs”). The fair value of RSUs is calculated using the closing market price of the Company’s common stock on the date of grant. Stock-based compensation is related to RSUs granted in connection with our recent IPO to certain employees and board members, pursuant to the 2021 LTIP, where a of RSUs awarded to employees will vest upon expiration of the 180 day IPO lock-up period and the remainder of which will continue to 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. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) For the periods presented, net income (loss) is equal to comprehensive income (loss). |
Noncontrolling Interests | Noncontrolling Interests 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. |
Earnings (Loss) Per Share | Earnings (Loss) Basic number of Shares of our 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 Class B common stock under the two-class method has not been presented. Diluted |
Earnings (Loss) Per Unit | Earnings (Loss) Per Unit 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 as-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. |
Accounts Receivable, Net of Allowances | Accounts Receivable, The following (in thousands) Balance as of December 31, 2020 $ 335 Recovery of doubtful accounts (194 ) Write-offs, net of recoveries (126 ) Balance as of March 31, 2021 $ 15 |
Deferred Offering Costs | Deferred Deferred $2.2 million . Upon of $4.3 million |
Concentration of Risk | Concentration Financial As of March 31, 2021, one individual customer accounted for 14.6 |
Income Taxes | Income The Company is the managing member 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 taxes 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 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 of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for 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 permitted 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 basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Tax Receivable Agreement | Tax Receivable Agreement 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. would otherwise pay 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, or 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 complex TRA model, which includes an assumption related to the fair market value of assets. The payment obligations under the TRA are obligations 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 (“SOFR”) 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 of termination. |
Recent Issued Accounting Pronouncements | Recent Issued On April The Company has elected condensed In February Financial Accounting Standards Board (“ condensed In June 2016, the condensed In September prospectively 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. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements , The guidance is effective for the Company’s annual reporting period beginning after December 15, 2021. The Company is currently assessing the impact this guidance will have on the condensed consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Summary of Changes in Allowance for Doubtful Accounts | The following (in thousands) Balance as of December 31, 2020 $ 335 Recovery of doubtful accounts (194 ) Write-offs, net of recoveries (126 ) Balance as of March 31, 2021 $ 15 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue | The disaggregation Three Months Ended March 31, 2021 2020 (in thousands) Over-time revenue $ 1,105 $ 1,273 Point-in-time revenue 39,039 36,887 Total revenue $ 40,144 $ 38,160 |
Property, Equipment and Softw_2
Property, Equipment and Software, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Major Classes of Property, Equipment and Software | Major As of March 31, As of December 31, 2021 2020 (in thousands) Capitalized software development costs $ 48,187 $ 43,627 Computer equipment 1,708 1,575 Purchased software 32 32 Furniture, fixtures and office equipment 1,087 1,087 Leasehold improvements 2,125 2,115 Total property, equipment and software 53,139 48,436 Less: Accumulated depreciation (36,720 ) (34,607 ) Total property, equipment and software, net $ 16,419 $ 13,829 |
Schedule of Depreciation | Depreciation Three Months Ended March 31, 2021 2020 (in thousands) Platform operations $ 1,578 $ 1,762 Sales and marketing — — Technology and development 381 401 General and administrative 161 144 Total $ 2,120 $ 2,307 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Balances of Intangibles Assets and Accumulated Amortization | The balances As of March 31, 2021 Remaining Weighted Average Useful Life Gross Amount Accumulated Amortization Net Carrying Amount (in years) (in thousands) Developed technology 1.8 $ 4,927 $ (3,643 ) $ 1,284 Customer relationships 2.8 2,300 (1,369 ) 931 Trademarks/tradenames 4.1 1,400 (907 ) 493 Total $ 8,627 $ (5,919 ) $ 2,708 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 |
Summary of Amortization Recorded in Consolidated Statements of Operations | Amortization condensed Three Months Ended March 31, 2021 2020 (in thousands) Platform operations $ 175 $ 175 Sales and marketing — — Technology and development — — General and administrative 132 132 Total $ 307 $ 307 |
Summary of Estimated Future Amortization of Intangible Assets | Estimated amortization As of March 31, 2021 Year (in thousands) Remainder of 2021 $ 923 2022 1,119 2023 467 2024 107 2025 80 Thereafter 12 Total $ 2,708 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | The Company’s As of March 31, As of December 31, 2021 2020 (in thousands) Accrued traffic acquisition costs $ 11,337 $ 22,667 Other accrued liabilities 1,883 2,010 Total accrued liabilities $ 13,220 $ 24,677 |
Long-Term Debt and Revolving _2
Long-Term Debt and Revolving Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Revolving Credit Facilities | The Company’s As of March 31, As of December 31, 2021 2020 (in thousands) Revolving credit facility $ 17,500 $ 17,500 Paycheck Protection Program Loan 6,035 6,035 Total debt 23,535 23,535 Less: Current portion of long-term debt (5,365 ) (3,353 ) Total long-term debt $ 18,170 $ 20,182 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-based Compensation | Stock-based compensation recorded in the condensed consolidated statements of operations was as follows: Three Months Ended March 31, 2021 2020 (in thousands) Platform operations $ 3,161 $ — Sales and marketing 6,813 — Technology and development 2,939 — General and administrative 4,177 — Total $ 17,090 $ — |
Summary of RSU Activity | The following summarizes RSU activity during the three months ended March 31, 2021: Number of Shares (in thousands) RSUs outstanding as of December 31, 2020 $ — Granted 6,208 Vested — Canceled/forfeited (26 ) RSUs outstanding as of March 31, 2021 $ 6,182 |
Earnings (Loss) Per Share_Unit
Earnings (Loss) Per Share/Unit (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Earnings (Loss) Per Share/Unit | The following table presents the calculation of basic and diluted net earnings (loss) per share/unit for the three months ended March 31, 2021, the period following the Reorganization Transactions, and for the three months ended March 31, 2020. See Note 2 for additional information related to basic and diluted net loss per share/unit. Three Months Ended March 31, 2021 2020 (in thousands, except per share/unit data) Numerator Net income (loss) $ (14,870 ) $ 329 Less: Net loss attributable to noncontrolling interests (11,766 ) — Less: Undistributed earnings attributable to participating securities — (197 ) Net loss attributable to Viant Technology Inc./common unitholders $ (3,104 ) $ 132 Denominator Weighted-average shares of Class A common stock/units outstanding—basic 11,500 400 Effect of dilutive securities: Convertible preferred units — 600 Restricted stock units — — Weighted-average shares of Class A common stock/units outstanding—diluted 11,500 1,000 Earnings (loss) per share of Class A common stock/unit—basic $ (0.27 ) $ 0.33 Earnings (loss) per share of Class A common stock/unit—diluted $ (0.27 ) $ 0.33 Anti-dilutive shares/units excluded from earnings (loss) per share of Class A common stock/unit—diluted: Restricted stock units 6,196 — Shares of Class B common stock 47,436 — Total shares excluded from earnings (loss) per share of Class A common stock/unit—diluted 53,632 — |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Summary Ownership of Viant Technology LLC | The following table summarizes the ownership of Viant Technology LLC as of March 31, 2021: As of March 31, 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 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Non-cancelable Operating Leases | Future operating As of March 31, 2021 Year (in thousands) Remainder of 2021 $ 2,548 2022 2,002 2023 991 2024 124 2025 and thereafter — Total minimum payments $ 5,665 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Nature Of Operations [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Common units, units outstanding | 0 | 400,000 | |
Proceeds from issuance of common stock, net of underwriting discounts | $ 232,500 | ||
Common stock, voting rights | The Class B stockholders and Class A stockholders will initially have 80.5% and 19.5%, respectively, of the combined voting power of the Company’s common stock. The Class A common stock outstanding will represent 100% of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from the Company, except for the right of Class B stockholders to receive the par value of the Class B common stock upon our liquidation, dissolution or winding up or an exchange of Class B units | ||
Underwriters | |||
Nature Of Operations [Line Items] | |||
Common stock shares issued and sold | 10,000,000 | ||
Sale of stock, price per share | $ 25 | ||
Proceeds from issuance of common stock, net of underwriting discounts | $ 250,000 | ||
Payments of stock issuance costs | $ 17,500 | ||
Class A Common Stock | |||
Nature Of Operations [Line Items] | |||
Common stock, shares authorized | 450,000,000 | 450,000,000 | |
Underwrites options exercised shares issued | 1,500,000 | ||
Common stock voting rights percentage | 19.50% | ||
Percentage of voting rights of outstanding common stock | 100.00% | ||
Class B Common Stock | |||
Nature Of Operations [Line Items] | |||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Common stock voting rights percentage | 80.50% | ||
Class B Common Stock | Viant Technology LLC | |||
Nature Of Operations [Line Items] | |||
Common stock shares issued for each membership unit | 1 | ||
Common stock shares issued to continuing members | 48,935,559 | ||
Continuing Members Class B Units | Viant Technology LLC | |||
Nature Of Operations [Line Items] | |||
Continuing members units exchange description | one-for-one basis | ||
Common units, units outstanding | 48,935,559 | ||
Class A Units | |||
Nature Of Operations [Line Items] | |||
Members equity units received in exchange of units | 1,500,000 | ||
Class A Units | Viant Technology LLC | |||
Nature Of Operations [Line Items] | |||
Payments to acquire units | $ 232,500 | ||
Member units acquired, units | 10,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021CustomerAgencySupplier | Mar. 31, 2020CustomerAgency | Dec. 31, 2020USD ($)CustomerSupplier | Feb. 28, 2021USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, initial public offering lock-up period | 180 days | |||
Tax receivable agreement required to make payments to shareholders realized percentage of tax benefits in event that exchange of units to shares | 85.00% | |||
Tax receivable agreement expected remaining tax benefit percentage | 15.00% | |||
ASU 2018-15 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
ASU 2019-12 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
SOFR | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Tax receivable agreement interest payments accrued basis spread rate | 5.00% | |||
Viant Technology LLC | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of economic interest held | 19.50% | |||
Credit Concentration Risk | Accounts Receivable | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of customer | 1 | 1 | ||
Credit Concentration Risk | Customer One | Accounts Receivable | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 14.60% | 13.70% | ||
Customer Concentration Risk | Consolidated Revenue | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of customer | 2 | 0 | ||
Concentration risk, percentage | 10.00% | |||
Customer Concentration Risk | Customer One | Consolidated Revenue | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 17.20% | |||
Customer Concentration Risk | Customer Two | Consolidated Revenue | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 11.10% | |||
Advertising Agency Risk | Consolidated Revenue | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of advertising agency | Agency | 1 | 3 | ||
Advertising Agency Risk | Consolidated Revenue | Advertising Agency One | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 13.50% | 13.90% | ||
Advertising Agency Risk | Consolidated Revenue | Advertising Agency Two | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 11.70% | |||
Advertising Agency Risk | Consolidated Revenue | Advertising Agency Three | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 11.40% | |||
Supplier Concentration Risk | Accounts Payable and Accrued Liabilities | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of supplier | Supplier | 1 | 3 | ||
Supplier Concentration Risk | Accounts Payable and Accrued Liabilities | Supplier One | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 13.30% | 15.50% | ||
Supplier Concentration Risk | Accounts Payable and Accrued Liabilities | Supplier Two | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 11.50% | |||
Supplier Concentration Risk | Accounts Payable and Accrued Liabilities | Supplier Three | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 10.90% | |||
IPO | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred offering costs capitalized | $ | $ 2.2 | $ 4.3 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | ||
Balance as of December 31, 2020 | $ 335 | |
Recovery of doubtful accounts | (194) | $ (197) |
Write-offs, net of recoveries | (126) | |
Balance as of March 31, 2021 | $ 15 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 40,144 | $ 38,160 |
Over-Time Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,105 | 1,273 |
Point-in-Time Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 39,039 | $ 36,887 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Contract with customer, liability, revenue recognized | $ 0.5 | |
Expected Duration of Greater Than One Year | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue, remaining performance obligation amount | 7.8 | $ 8.3 |
Expected to be Recognized within One Year | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue, remaining performance obligation amount | $ 1.9 | $ 3.6 |
Property, Equipment and Softw_3
Property, Equipment and Software, Net - Schedule of Major Classes of Property, Equipment and Software (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | $ 53,139 | $ 48,436 |
Less: Accumulated depreciation | (36,720) | (34,607) |
Total property, equipment and software, net | 16,419 | 13,829 |
Capitalized Software Development Costs | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 48,187 | 43,627 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 1,708 | 1,575 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 32 | 32 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 1,087 | 1,087 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | $ 2,125 | $ 2,115 |
Property, Equipment and Softw_4
Property, Equipment and Software, Net - Schedule of Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Depreciation | $ 2,120 | $ 2,307 |
Platform Operations | ||
Property Plant And Equipment [Line Items] | ||
Depreciation | 1,578 | 1,762 |
Technology and Development | ||
Property Plant And Equipment [Line Items] | ||
Depreciation | 381 | 401 |
General and Administrative | ||
Property Plant And Equipment [Line Items] | ||
Depreciation | $ 161 | $ 144 |
Property, Equipment and Softw_5
Property, Equipment and Software, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Interest cost incurred | $ 200,000 | $ 300,000 |
Capitalized Software Development Costs | ||
Property Plant And Equipment [Line Items] | ||
Interest cost incurred | $ 5,000 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Balances of Intangibles Assets and Accumulated Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 8,627 | $ 8,627 |
Accumulated Amortization | (5,919) | (5,612) |
Net Carrying Amount | $ 2,708 | $ 3,015 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life | 1 year 9 months 18 days | 2 years 1 month 6 days |
Gross Amount | $ 4,927 | $ 4,927 |
Accumulated Amortization | (3,643) | (3,469) |
Net Carrying Amount | $ 1,284 | $ 1,458 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life | 2 years 9 months 18 days | 3 years 1 month 6 days |
Gross Amount | $ 2,300 | $ 2,300 |
Accumulated Amortization | (1,369) | (1,287) |
Net Carrying Amount | $ 931 | $ 1,013 |
Trademarks/Tradenames | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life | 4 years 1 month 6 days | 4 years 2 months 12 days |
Gross Amount | $ 1,400 | $ 1,400 |
Accumulated Amortization | (907) | (856) |
Net Carrying Amount | $ 493 | $ 544 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Amortization Recorded in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization | $ 307 | $ 307 |
Platform Operations | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization | 175 | 175 |
General and Administrative | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization | $ 132 | $ 132 |
Intangible Assets, Net - Summ_3
Intangible Assets, Net - Summary of Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 923 | |
2022 | 1,119 | |
2023 | 467 | |
2024 | 107 | |
2025 | 80 | |
Thereafter | 12 | |
Net Carrying Amount | $ 2,708 | $ 3,015 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued traffic acquisition costs | $ 11,337 | $ 22,667 |
Other accrued liabilities | 1,883 | 2,010 |
Total accrued liabilities | $ 13,220 | $ 24,677 |
Long-Term Debt and Revolving _3
Long-Term Debt and Revolving Credit Facility - Schedule of Debt and Revolving Credit Facilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 23,535 | $ 23,535 |
Less: Current portion of long-term debt | (5,365) | (3,353) |
Total long-term debt | 18,170 | 20,182 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 17,500 | 17,500 |
Paycheck Protection Program Loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 6,035 | $ 6,035 |
Long-Term Debt and Revolving _4
Long-Term Debt and Revolving Credit Facility - Additional Information (Details) - Revolving Credit Facility - Loan Agreement - PNC Bank - USD ($) | Oct. 31, 2019 | Mar. 31, 2021 |
Line Of Credit Facility [Line Items] | ||
Senior secured revolving credit facility initiation date | Oct. 31, 2019 | |
Senior secured revolving credit facility, maximum borrowing capacity | $ 40,000,000 | |
Senior secured revolving credit facility maturity date | Oct. 31, 2024 | |
Weighted average interest rate | 3.63% | |
Facility fee for undrawn amounts | 0.375% | |
Line of credit facility, covenant terms | 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%. | |
Line of credit facility, covenant compliance | As of March 31, 2021, we are in compliance with all covenants | |
Domestic Rate Loans | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate plus margin | 0.50% | |
Domestic Rate Loans | Minimum | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate plus margin | 1.50% | |
Domestic Rate Loans | Maximum | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate plus margin | 2.25% | |
LIBOR Rate Loans | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate plus margin | 1.00% | |
LIBOR Rate Loans | Minimum | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate plus margin | 3.50% | |
LIBOR Rate Loans | Maximum | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate plus margin | 4.25% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) shares in Thousands, $ in Millions | Feb. 12, 2021 | Mar. 31, 2021 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based payment award equity instruments other than options grants in period | 6,208 | |
Unrecognized stock-based compensation expected to be recognized | $ 134.8 | |
Unrecognized stock-based compensation expected to be recognized over a weighted-average period | 2 years 2 months 12 days | |
2021 LTIP | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares remained available for grant | 5,600 | |
2021 LTIP | Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based payment award equity instruments other than options grants in period | 6,200 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-Based Compensation expense | $ 17,090 |
Platform Operations | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-Based Compensation expense | 3,161 |
Sales and Marketing | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-Based Compensation expense | 6,813 |
Technology and Development | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-Based Compensation expense | 2,939 |
General and Administrative | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-Based Compensation expense | $ 4,177 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units shares in Thousands | 3 Months Ended |
Mar. 31, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | 6,208 |
Canceled/forfeited | (26) |
RSUs outstanding as of March 31, 2021 | 6,182 |
Income Taxes and Tax Receivab_2
Income Taxes and Tax Receivable Agreement - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S. statutory federal income tax rate | 21.00% |
Percentage of exclusive of non-controlling interest due to income tax expense/(benefit) not recognize on share of pre-tax book income (loss) | 80.50% |
Effective tax rate | 0.00% |
TRA liability | $ 9.1 |
Earnings (Loss) Per Share_Uni_2
Earnings (Loss) Per Share/Unit - Calculation of Basic and Diluted Net Earnings (Loss) Per Share/Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Net income (loss) | $ (14,870) | $ 329 |
Less: Net loss attributable to noncontrolling interests | (11,766) | |
Less: Undistributed earnings attributable to participating securities | (197) | |
Net loss attributable to Viant Technology Inc./common unitholders | $ (3,104) | $ 132 |
Weighted-average Class A common stock/units outstanding: | ||
Weighted-average shares of Class A common stock/units outstanding—basic | 11,500 | 400 |
Effect of dilutive securities: | ||
Convertible preferred units | 600 | |
Weighted-average shares of Class A common stock/units outstanding—diluted | 11,500 | 1,000 |
Earnings (loss) per share of Class A common stock/unit—basic | $ (0.27) | $ 0.33 |
Earnings (loss) per share of Class A common stock/unit—diluted | $ (0.27) | $ 0.33 |
Anti-dilutive shares/units excluded from earnings (loss) per share of Class A common stock/unit—diluted: | ||
Total shares excluded from earnings (loss) per share of Class A common stock/unit—diluted | 53,632 | |
Class A Common Stock | ||
Weighted-average Class A common stock/units outstanding: | ||
Weighted-average shares of Class A common stock/units outstanding—basic | 11,500 | 400 |
Effect of dilutive securities: | ||
Weighted-average shares of Class A common stock/units outstanding—diluted | 11,500 | 1,000 |
Earnings (loss) per share of Class A common stock/unit—basic | $ (0.27) | $ 0.33 |
Earnings (loss) per share of Class A common stock/unit—diluted | $ (0.27) | $ 0.33 |
Class B Common Stock | ||
Anti-dilutive shares/units excluded from earnings (loss) per share of Class A common stock/unit—diluted: | ||
Total shares excluded from earnings (loss) per share of Class A common stock/unit—diluted | 47,436 | |
Restricted Stock Units | ||
Anti-dilutive shares/units excluded from earnings (loss) per share of Class A common stock/unit—diluted: | ||
Total shares excluded from earnings (loss) per share of Class A common stock/unit—diluted | 6,196 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Minority Interest [Line Items] | |
Common stock, conversion basis | continuing members of Viant Technology LLC to exchange Class B units for shares of Class A common stock on a one-for-one basis |
Class A Common Stock | |
Minority Interest [Line Items] | |
Exchange units for shares of common stock | 1 |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summary Ownership of Viant Technology LLC (Details) - Viant Technology LLC | 3 Months Ended |
Mar. 31, 2021shares | |
Minority Interest [Line Items] | |
Units Owned | 58,935,559 |
Ownership Percentage | 100.00% |
Viant Technology Inc. | |
Minority Interest [Line Items] | |
Units Owned | 11,500,000 |
Ownership percentage by Viant Technology Inc. | 19.50% |
Noncontrolling Interest | |
Minority Interest [Line Items] | |
Units Owned | 47,435,559 |
Ownership percentage by non-controlling interests | 80.50% |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 2,548 |
2022 | 2,002 |
2023 | 991 |
2024 | 124 |
Total minimum payments | $ 5,665 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | Mar. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Contractual obligation amount | $ 0 |