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Viant Technology Inc

For the period ended Jun 30, 2024. Filed Aug 12, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 12, 2024

DSP$12.85+1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-04-30.

0001828791-24-000024

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

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-12.

0001828791-24-000041

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 137 previous paragraphs and 169 current paragraphs.

84 unchanged; 41 reworded; 37 added; 9 removed; 3 previous and 7 current paragraphs rearranged.

Tables are not compared: 20 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (37)

Current report

•Revenue of $65.9 million and $57.2 million, representing an increase of 15.1%;

Current report

•Gross profit of $30.7 million and $23.7 million, representing an increase of 29.7%;

Current report

•Contribution ex-TAC(1) of $41.6 million and $33.7 million, representing an increase of 23.4%;

Current report

•Net income (loss) of $1.5 million and $(3.2) million, representing an improvement of 146.5%;

Current report

•Non-GAAP net income(1) of $7.2 million and $5.1 million, representing an increase of 41.5%; and

Current report

•Adjusted EBITDA(1) of $9.6 million and $6.8 million, representing an increase of 40.8%.

Current report

•Revenue of$119.3 million and$98.9 million, representingan increase of 20.5%;

Current report

•Gross profit of$54.3 million and$42.1 million, representingan increase of 28.9%;

Current report

•Contribution ex-TAC(1) of$75.7 million and$61.7 million, representingan increase of 22.7%;

Current report

•Net loss of$1.7 million and$12.6 million, representingan improvement of 86.3%;

Current report

•Non-GAAP net income(1) of$8.6 million and$3.2 million, representingan increase of 164.4%; and

Current report

•Adjusted EBITDA(1) of$12.7 million and$6.4 million, representingan increase of 97.2%.

Current report

Sales and marketing expense increased by $1.4 million, or 12%, during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This increase was due to a $1.5 million increase in advertising expense, a $1.1 million increase in personnel costs and a $0.2 million increase in travel and entertainment expense, partially offset by a $1.4 million decrease in stock-based compensation.

Current report

Revenue increased by$20.3 million, or 21%, during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was primarily due to a 54% increase in revenue from marketers in the public service, travel, healthcare, and financial services industry verticals, and a net 2% increase in all other industry verticals.

Current report

Technology and development expense decreased by$1.0 million, or 8%, during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This decrease was due to a $1.7 million decrease in stock-based compensation, partially offset by a $0.4 million increase in personnel costs, a $0.2 million increase in professional services expense, and a $0.1 million increase in depreciation expense.

Current report

General and administrative expense increased by$1.2 million, or 5%, during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This increase was due to a $1.0 million increase in personnel costs, a $0.6 million increase in business insurance and tax, accounting, legal, and consulting expenses associated with general corporate and compliance matters, and a $0.3 million increase in travel and entertainment expense, partially offset by a $0.6 million decrease in recruiting services, and a $0.1 million decrease in stock-based compensation expense.

Current report

The U.S. federal statutory tax rate was 21% for the six months ended June 30, 2024 and 2023. The company did not recognize an income tax benefit/expense for the six months ended June 30, 2024 and 2023.

Current report

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three and six months ended June 30, 2024, and adjustments to severance charges initially recognized during 2022 for the six months ended June 30, 2023.

Current report

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three and six months ended June 30, 2024, and adjustments to severance charges initially recognized during 2022 for the six months ended June 30, 2023.

Current report

(3)The estimated income tax effect of our share of non-GAAP pre-tax income (loss) for the three and six months ended June 30, 2024 and 2023 is calculated using assumed blended tax rates of 26% and 20%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Current report

(2)Transaction expense for the three months ended June 30, 2024 consists of costs incurred for the Company's filing of a "shelf" registration statement on Form S-3.

Current report

(3)The estimated income tax effect of our share of non-GAAP pre-tax income (loss) for the three months ended June 30, 2024 and 2023 is calculated using assumed blended tax rates of 26% and 20%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Current report

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the six months ended June 30, 2024, and adjustments to severance charges initially recognized during 2022 for the six months ended June 30, 2023.

Current report

(2)Transaction expense for the six months ended June 30, 2024 consists of costs incurred for the Company's filing of a "shelf" registration statement on Form S-3.

Current report

(3)The estimated income tax effect of our share of non-GAAP pre-tax income (loss) for the six months ended June 30, 2024 and 2023 is calculated using assumed blended tax rates of 26% and 20%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Current report

On April 23, 2024, our board of directors approved a stock repurchase program with authorization to purchase up to $50 million in shares of our Class A common stock or Class B units of Viant Technology LLC. During the three and six months ended June 30, 2024, we repurchased 0.6 million shares of our Class A common stock, which includes unsettled repurchases as of June 30, 2024, for an aggregate amount of $5.5 million, including costs associated with the repurchases. As of June 30, 2024, $44.6 million remained available under the stock repurchase program for Class A common stock and Class B unit repurchases. For additional information related to share repurchases, refer to Note 9—Stockholders' Equity to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Current report

•$5.3 million for therepurchase of treasury stock related to the stock repurchase program

Current report

•$5.2 million for payments related to member tax distributions; and

Current report

•$1.6 million of proceeds related to the exercise of stock options.
Removed paragraphs (9)

Previous report

•Revenue of $53.4 million and $41.7 million, representing an increase of 28.0%;

Previous report

•Gross profit of $23.5 million and $18.4 million, representing an increase of 27.9%;

Previous report

•Contribution ex-TAC(1) of $34.1 million and $28.0 million, representing an increase of 21.9%;

Previous report

•Net loss of $3.2 million and $9.4 million, representing an improvement of 65.7%;

Previous report

•Non-GAAP net income (loss)(1) of $1.3 million and $(1.8) million, representing an improvement of 174.3%; and

Previous report

•Adjusted EBITDA(1) of $3.1 million and $(0.4) million, representing an improvement of 888.5%.

Previous report

(2)The estimated income tax effect of our share of non-GAAP pre-tax income (loss) for the three months ended March 31, 2024 and 2023 is calculated using assumed blended tax rates of 27% and 28%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Previous report

(2)The estimated income tax effect of our share of non-GAAP pre-tax income (loss) for the three months ended March 31, 2024 and 2023 is calculated using assumed blended tax rates of 27% and 28%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Previous report

On April 23, 2024, our board of directors approved a stock repurchase program with authorization to purchase up to $50 million in shares of our Class A common stock or Class B units of Viant Technology LLC. We may make repurchases under the program, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, timing, and manner of any repurchases will be determined at our discretion, subject to general market conditions, as well as our management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The stock repurchase program does not obligate us to repurchase any specific number of Class A common stock or Class B units, has no time limit, and may be modified, suspended, or discontinued at any time without notice, at the discretion of the board of directors. We expect to fund repurchases from existing cash and cash equivalents, short-term investments and/or future cash flows.
Reworded paragraphs (41)

Previous wording

Our DSP is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on connected TV, linear TV, mobile, desktop, in-game, streaming audio and digital billboards.

Current wording

Our DSP is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on connected TV, mobile, desktop, in-game, streaming audio and digital billboards.

Previous wording

Our DSP is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our household ID and strategic partner data to reach target audiences at scale. Our platform delivers a full suite of forecasting, reporting and built-in automation that provides our customers with insights into available inventory based on the desired target audience. We offer advanced forecasting and reporting that empowers our customers with functionality designed to ensure they can accurately measure and improve their return on advertising spend (“ROAS”) across channels, a feature we believe helps us grow our customer base as more customers recognize its benefits.

Current wording

Our DSP is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our household ID and strategic partner data to reach target audiences at scale. Our platform delivers a full suite of forecasting, reporting and built-in automation that provides our customers with insights into available inventory based on the desired target audience. We offer advanced forecasting and reporting that empowers our customers with functionality designed to ensure they can accurately measure and improve their return on advertising spend across channels, a feature we believe helps us grow our customer base as more customers recognize its benefits.

Previous wording

TAC, non-GAAP net income (loss) and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Current wording

(1)Contribution ex-TAC, non-GAAP net income and adjusted EBITDA are non-GAAP financial measures. For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC, non-GAAP net income and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Previous wording

Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and add new customers. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well positioned to capture more of our customers’ programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP and highlight the advantages of our household ID and strategic partner data as cookie-based options become increasingly limited.

Current wording

Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and add new customers. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well positioned to capture more of our customers’ programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP and highlight the advantages of our household ID and strategic partner data as a superior option to cookie-based targeting.

Previous wording

We evaluate our customers' usage of our platform and assess our market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee that we charge customers. For the three months ended March 31, 2024 compared to the three months ended March 31, 2023, our revenue grew 28%. We believe growing customer adoption of our newer products and platform features continued to drive incremental revenue, gross profit and contribution ex-TAC during the quarter. For a detailed discussion of our key operating measures, see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Current wording

We evaluate our customers' usage of our platform and assess our market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee that we charge customers. For the six months ended June 30, 2024 compared to the six months ended June 30, 2023, our revenue grew 21%. We believe growing customer adoption of our newer products and platform features continued to drive incremental revenue, gross profit and contribution ex-TAC during the six months ended June 30, 2024. For a detailed discussion of our key operating measures, see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Previous wording

The following tables present our unaudited condensed consolidated statements of operations, our condensed consolidated statements of operations as a percentage of revenue, and the impact of stock-based compensation, depreciation and amortization on each operating expense line item for the three months ended March 31, 2024 and 2023:

Current wording

The following tables present our unaudited condensed consolidated statements of operations, our condensed consolidated statements of operations as a percentage of revenue, and the impact of stock-based compensation, depreciation and amortization on each operating expense line item for the three and six months ended June 30, 2024 and 2023:

Previous wording

Revenue increased by $11.7 million, or 28%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase was primarily due to a 79% increase in revenue from marketers in the public services, retail, financial services, and travel industry verticals, partially offset by a 7% decrease in all other industry verticals.

Current wording

Revenue increased by $8.6 million, or 15%, during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was primarily due to a 63% increase in revenue from marketers in the public services, healthcare, automotive, and travel industry verticals, partially offset by a net 7% decrease in all other industry verticals.

Previous wording

Platform operations expense increased by $6.5 million, or 28%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This increase was driven by a $5.5 million increase in traffic acquisition costs (“TAC”), a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also driven by an increase in other platform operations expense due to a $0.7 million increase in depreciation and amortization, net, related to our continued investment in developed technology, a $0.6 million increase in cloud and data center services in support of our DSP and a $0.2 million increase in personnel costs, partially offset by a $0.5 million decrease in stock-based compensation.

Current wording

Platform operations expense increased by $1.6 million, or 5%, during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This increase was primarily driven by a $0.8 million increase in traffic acquisition costs (“TAC”), a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also driven by an increase in other platform operations expense due to a $0.6 million increase in depreciation and amortization, net, related to our continued investment in developed technology, a $0.6 million increase in cloud and data center services in support of our DSP and a $0.1 million increase in personnel costs, partially offset by a $0.6 million decrease in stock-based compensation.

Previous wording

Technology and development expense decreased by $0.7 million, or 11%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This decrease was due to a $0.8 million decrease in stock-based compensation, partially offset by a $0.1 million increase in software license and subscription costs.

Current wording

Technology and development expense decreased by $0.4 million, or 6%, during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This decrease was due to a $0.9 million decrease in stock-based compensation, partially offset by a $0.4 million increase in personnel costs and a $0.1 million increase in depreciation expense.

Previous wording

General and administrative expense decreased by $0.4 million, or 3%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This decrease was due to a $0.4 million decrease in business insurance and tax, accounting, legal, and consulting expenses associated with general corporate and compliance matters, a $0.2 million decrease in recruiting services and a $0.2 million decrease in travel and entertainment expense, partially offset by a $0.4 million increase in personnel costs.

Current wording

General and administrative expense increased by $1.5 million, or 14%, during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This increase was due to a $1.1 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters, a $0.7 million increase in personnel costs, a $0.5 million increase in travel and entertainment expense, and a $0.1 million increase in facilities expense, partially offset by a $0.4 million decrease in recruiting services, a $0.3 million decrease in business insurance expense, and a $0.2 million decrease in stock-based compensation.

Previous wording

Total other income, net increased by$0.6 million, or 37%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This increase was primarily attributable to higher interest income on cash and cash equivalents driven by higher interest rates.

Current wording

Total other income, net increased by$0.3 million, or 15%, during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This increase was primarily attributable to higher interest income on cash and cash equivalents driven by higher interest rates.

Previous wording

The U.S. federal statutory tax rate was 21% for the three months ended March 31, 2024 and 2023. The benefit from income taxes was $0.1 million during the three months ended March 31, 2024 attributable to the year-to-date loss and excess tax benefits on vested stock-based compensation that will be realized during the year.

Current wording

The U.S. federal statutory tax rate was 21% for the three months ended June 30, 2024 and 2023. The provision for income taxes was $0.1 million during the three months ended June 30, 2024, attributable to the excess tax benefits on vested stock-based compensation that will no longer be realized due to the Company's expected tax loss for the current year and its full valuation allowance.

Previous wording

Sales and marketing expense increased by $0.7 million, or 6%, during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This increase was due to a $1.3 million increase in advertising expense, a $0.8 million increase in personnel costs and a $0.5 million increase in travel and entertainment expense, partially offset by a $1.8 million decrease in stock-based compensation and a $0.1 million decrease in facilities expense.

Current wording

Sales and marketing expense increased by$2.1 million, or 9%, during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This increase was due to a $2.8 million increase in advertising expense, a $1.9 million increase in personnel costs and a $0.7 million increase in travel and entertainment expense, partially offset by a $3.2 million decrease in stock-based compensation and a $0.1 million decrease in facilities expense.

Previous wording

Non-GAAP operating expenses is a non-GAAP financial measure. Total operating expenses is the most comparable GAAP financial measure. Non-GAAP operating expenses is defined by us as total operating expenses plus other expense (income), net, less TAC, stock-based compensation, depreciation, amortization and certain other items that are not related to our core operations, such as restructuring and other charges and transaction expenses. Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our business outlook to the investment community. Additionally, non-GAAP operating expenses is used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. We believe that the elimination of TAC, stock-based compensation, depreciation, amortization and certain other items not related to our core operations provides another measure for period-to-period comparisons of our business, provides additional insight into our core controllable costs, and is a useful metric for investors because it allows them to evaluate our operational performance in the same manner as our management and board of directors.

Current wording

Non-GAAP operating expenses is a non-GAAP financial measure. Total operating expenses is the most comparable GAAP financial measure. Non-GAAP operating expenses is defined by us as total operating expenses plus other expense (income), net, less TAC, stock-based compensation, depreciation, amortization and certain other items that are not related to our core operations, such as restructuring and other charges and transaction expense. Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our business outlook to the investment community. Additionally, non-GAAP operating expenses is used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. We believe that the elimination of TAC, stock-based compensation, depreciation, amortization and certain other items not related to our core operations provides another measure for period-to-period comparisons of our business, provides additional insight into our core controllable costs, and is a useful metric for investors because it allows them to evaluate our operational performance in the same manner as our management and board of directors.

Previous wording

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended March 31, 2024, and adjustments to severance charges initially recognized during 2022 for the three months ended March 31, 2023.

Current wording

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three and six months ended June 30, 2024, and adjustments to severance charges initially recognized during 2022 for the six months ended June 30, 2023.

Previous wording

Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expenses and the extinguishment of debt. Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented.

Current wording

Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and the extinguishment of debt. Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented.

Previous wording

The following table presents a reconciliation of net loss to adjusted EBITDA for the periods presented:

Current wording

The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the periods presented:

Previous wording

The following table presents the calculation of net loss as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented:

Current wording

The following table presents the calculation of net income (loss) as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented:

Previous wording

Non-GAAP net income (loss) is a non-GAAP financial measure defined by us as net income (loss) adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expenses and the extinguishment of debt, as well as the income tax effect of these adjustments. Net income (loss) is the most comparable GAAP financial measure. Non-GAAP net income (loss) is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs. Accordingly, we believe that non-GAAP net income (loss) provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Current wording

Non-GAAP net income (loss) is a non-GAAP financial measure defined by us as net income (loss) adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and the extinguishment of debt, as well as the income tax effect of these adjustments. Net income (loss) is the most comparable GAAP financial measure. Non-GAAP net income (loss) is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs. Accordingly, we believe that non-GAAP net income (loss) provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Previous wording

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

Current wording

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

Previous wording

The following table presents a reconciliation of net loss to non-GAAP net income (loss) for theperiods presented:

Current wording

The following table presents a reconciliation of net income (loss) to non-GAAP net income for theperiods presented:

Previous wording

Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is a non-GAAP financial measure defined by us as earnings (loss) per share of Class A common stock—basic and diluted, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expenses and the extinguishment of debt, as well as the income tax effect of such adjustments. Earnings (loss) per share of Class A common stock—basic and diluted is the most comparable GAAP financial measure. Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Accordingly, we believe that non-GAAP earnings (loss) per share of Class A common stock—basic and diluted provides information to investors and the market generally that aids in the understanding and evaluation of our results of operations in the same manner as our management and board of directors.

Current wording

Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is a non-GAAP financial measure defined by us as earnings (loss) per share of Class A common stock—basic and diluted, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and the extinguishment of debt, as well as the income tax effect of such adjustments. Earnings (loss) per share of Class A common stock—basic and diluted is the most comparable GAAP financial measure. Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Accordingly, we believe that non-GAAP earnings (loss) per share of Class A common stock—basic and diluted provides information to investors and the market generally that aids in the understanding and evaluation of our results of operations in the same manner as our management and board of directors.

Previous wording

Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of common shares such as equity awards using the treasury-stock method and Class B common stock using the if-converted method. Diluted non-GAAP earnings (loss) per share of Class A common stock considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Shares of our Class B common stock, RSUs and nonqualified stock options are considered potentially dilutive shares of Class A common stock. For thethree months ended March 31, 2024, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted and treasury stock method. For thethree months ended March 31, 2023, Class B common stock, RSUs and nonqualified stock options have been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under both the if-converted and treasury stock method.

Current wording

Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of common shares such as equity awards using the treasury-stock method and Class B common stock using the if-converted method. Diluted non-GAAP earnings (loss) per share of Class A common stock considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Shares of our Class B common stock, RSUs and nonqualified stock options are considered potentially dilutive shares of Class A common stock. For thethree and six months ended June 30, 2024, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted method. For thethree and six months ended June 30, 2023, Class B common stock and nonqualified stock options have been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under both the if-converted and treasury stock method.

Previous wording

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended March 31, 2024, and adjustments to severance charges initially recognized during 2022 for the three months ended March 31, 2023.

Current wording

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended June 30, 2024.

Previous wording

(3)The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation and restructuring charges attributed to the noncontrolling interests outstanding during the period.

Current wording

(4)The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation, restructuring and other charges and transaction expense attributed to the noncontrolling interests outstanding during the period.

Previous wording

As of March 31, 2024, we had cash and cash equivalents of $206.1 million and working capital, consisting of current assets less current liabilities, of $226.5 million, compared to cash and cash equivalents of $216.5 million and working capital of $231.6 million as of December 31, 2023.

Current wording

As of June 30, 2024, we had cash and cash equivalents of $209.7 million and working capital, consisting of current assets less current liabilities, of $227.3 million, compared to cash and cash equivalents of $216.5 million and working capital of $231.6 million as of December 31, 2023.

Previous wording

As of March 31, 2024, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $3.5 million for the remainder of 2024, $5.0 million in 2025, $4.9 million in 2026, $5.0 million in 2027, and $4.1 million in 2028, and non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, which we estimate will be approximately $4.5 million for the remainder of 2024, $5.9 million in 2025, and $1.5 million in 2026.

Current wording

As of June 30, 2024, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $2.9 million for the remainder of 2024, $5.6 million in 2025, $5.4 million in 2026, $5.4 million in 2027, and $4.1 million in 2028, and non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, which we estimate will be approximately $6.8 million for the remainder of 2024, $12.4 million in 2025, $7.5 million in 2026, and $2.0 million in 2027.

Previous wording

Our cash flows provided by operating activities for the three months ended March 31, 2024 was $3.8 million, a net increase of $4.4 million from cash flows used in operating activities for the three months ended March 31, 2023 of $0.6 million. Cash flows provided by operating activities for the three months ended March 31, 2024 resulted primarily from:

Current wording

Our cash flows provided by operating activities for the six months ended June 30, 2024 was $18.2 million, a net increase of $7.4 million, or 68%, from cash flows provided by operating activities for the six months ended June 30, 2023 of $10.9 million. Cash flows provided by operating activities for the six months ended June 30, 2024 resulted primarily from:

Previous wording

•an increase of $9.5 million due to non-cash add back adjustments to net loss primarily comprised of $4.4 million for stock-based compensation, $4.1 million for depreciation and amortization and $1.0 million of noncash lease expense;

Current wording

•an increase of $20.2 million due to non-cash add back adjustments to net loss primarily comprised of $10.0 million for stock-based compensation, $8.3 million for depreciation and amortization and $1.9 million of noncash lease expense;

Previous wording

•a decrease of $0.6 million from changes in working capital (excluding deferred revenue, other liabilities, and operating lease liabilities), including a net increase of $2.3 million in accounts receivable, prepaid assets and other assets primarily related to higher sales and timing of customer collections due to seasonal fluctuations as well as a decrease of $2.9 million in accounts payable, accrued liabilities and accrued compensation primarily related to timing of payments;

Current wording

•an increase of $2.1 million from changes in working capital (excluding deferred revenue, other liabilities, and operating lease liabilities), including a net decrease of $7.9 million in accounts receivable, prepaid assets and other assets primarily related to higher sales and timing of customer collections due to seasonal fluctuations as well as an increase of $10.0 million in accounts payable, accrued liabilities and accrued compensation primarily related to timing of payments;

Previous wording

•a decrease in operating lease liabilities of$1.0 million; and

Current wording

•a decrease in operating lease liabilities of$1.9 million; and

Previous wording

During the three months ended March 31, 2023, cash used in operating activities of $0.6 million resulted primarily from a net loss of $9.4 million offset by non-cash add back adjustments to net loss of $7.5 million for stock-based compensation, $3.4 million for depreciation and amortization, $1.0 million of amortization of operating lease assets and an increase in net working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $2.4 million, offset by an increase in deferred revenue of $0.9 million, a decrease in operating lease liabilities of $0.7 million and a decrease in other liabilities of $1.0 million.

Current wording

During the six months ended June 30, 2023, cash provided by operating activities of $10.9 million resulted primarily from a net loss of $12.6 million offset by non-cash add back adjustments to net loss of $16.0 million for stock-based compensation, $7.0 million for depreciation and amortization, $1.9 million of amortization of operating lease assets and an increase in net working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $0.3 million, offset by an increase in deferred revenue of $0.1 million, a decrease in operating lease liabilities of $1.7 million and a decrease in other liabilities of $0.3 million.

Previous wording

Our cash flows used in investing activities for the three months ended March 31, 2024 was $4.1 million, a net increase of $1.4 million, or 52%, from cash flows used in investing activities for the three months ended March 31, 2023 of $2.7 million. Cash flows used in investing activities for the three months ended March 31, 2024 resulted from:

Current wording

Our cash flows used in investing activities for the six months ended June 30, 2024 was $8.8 million, a net increase of $2.3 million, or 36%, from cash flows used in investing activities for the six months ended June 30, 2023 of $6.5 million. Cash flows used in investing activities for the six months ended June 30, 2024 resulted from:

Previous wording

•$3.5 million of investments in capitalized software to develop our technology in support of enhancing our platform; and

Current wording

•$7.3 million of investments in capitalized software to develop our technology in support of enhancing our platform; and

Previous wording

During thethree months ended March 31, 2023, cash used in investing activities of$2.7 million resulted from$2.4 million of investments in capitalized software development costs and$0.3 million of purchases of property and equipment.

Current wording

During thesix months ended June 30, 2023, cash used in investing activities of$6.5 million resulted from$6.1 million of investments in capitalized software development costs and$0.3 million of purchases of property and equipment.

Previous wording

Our cash flows used in financing activities for the three months ended March 31, 2024 was $10.2 million, a net increase of $8.6 million from cash flows used in financing activities for the three months ended March 31, 2023 of $1.6 million. Cash flows used in financing activities for the three months ended March 31, 2024 resulted primarily from $5.5 million for the repurchase of treasury stock in connection with the taxes paid related to the vesting of equity awards and $4.7 million from payments for member tax distributions.

Current wording

Our cash flows used in financing activities for the six months ended June 30, 2024 was $16.2 million, a net increase of $9.1 million, or 129%, from cash flows used in financing activities for the six months ended June 30, 2023 of $7.1 million. Cash flows used in financing activities for the six months ended June 30, 2024 resulted primarily from:

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Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Our financial results for the six months ended June 30, 2024 and 2023, respectively, include:

Current report — wording carried from elsewhere

Platform operations expense increased by$8.1 million, or 14%, during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This increase was primarily driven by a $6.3 million increase in traffic acquisition costs (“TAC”), a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also driven by an increase in other platform operations expense due to a $1.3 million increase in depreciation and amortization, net, related to our continued investment in developed technology, a $1.3 million increase in cloud and data center services in support of our DSP and a $0.3 million increase in personnel costs, partially offset by a $1.1 million decrease in stock-based compensation.

Current report — wording carried from elsewhere

Total other income, net increased by$1.0 million, or 25%, during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This increase was primarily attributable to higher interest income on cash and cash equivalents driven by higher interest rates.

Current report — wording carried from elsewhere

For the six months ended June 30, 2024 and 2023, total interest cost incurred was $0.2 million. Interest costs capitalized during the six months ended June 30, 2024 and 2023 were de minimis.

Current report — wording carried from elsewhere

Provision For (Benefit From) Income Taxes

Current report — wording carried from elsewhere

(4)The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation, restructuring and other charges and transaction expense attributed to the noncontrolling interests outstanding during the period.

Current report — wording carried from elsewhere

•$7.3 million for the repurchase of treasury stock in connection with the taxes paid related to the vesting of equity awards
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

(1)Contribution ex-TAC, non-GAAP net income (loss) and adjusted EBITDA are non-GAAP financial measures. For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-

Previous report — wording carried elsewhere

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended March 31, 2024, and adjustments to severance charges initially recognized during 2022 for the three months ended March 31, 2023.

Previous report — wording carried elsewhere

(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the three months ended March 31, 2024, and adjustments to severance charges initially recognized during 2022 for the three months ended March 31, 2023.