Viant Technology (DSP) risk factors, FY2024 10-K

Risks Related to Our Business and Operations

1. 01Our success and revenue growth are dependent on enhancing and improving our platform and effectively educating and training our customers on how to make full use of our platform
2. 02We may not realize the expected benefits of an industry shift away from cookie-based consumer tracking
3. 03If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain customers, and our revenue and results of operations may decline
4. 04The market for programmatic advertising is evolving. If this market develops slower or differently than we expect, our business, operating results and financial condition would be adversely affected
5. 05We receive a significant amount of revenue from a select number of advertising agency holding companies, which own various advertising agencies, and the loss of advertising agencies as customers could harm our business, operating results and financial condition
6. 06We often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a customer agreement, making it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers
7. 07The effects of macroeconomic conditions and geopolitical events, such as inflation, high interest rates and other adverse market events have had, and could in the future have, an adverse impact on our business, operating results and financial condition
8. 08We are subject to payment-related risks and if our customers do not pay or dispute their invoices, our business, operating results and financial condition may be adversely affected
9. 09If our access to advertising inventory is diminished or fails to grow, our revenue could decline, and our growth could be impeded
10. 10If our access to data related to our Household ID is diminished, the effectiveness of our platform would be decreased, which could harm our operating results and financial condition
11. 11If we do not effectively grow and train our sales and support teams, we may be unable to add new customers or increase usage of our platform by our existing customers and our business will be adversely affected
12. 12Our corporate culture has contributed to our success and, if we are unable to maintain it, whether as a result of corporate growth or reduction in force, our business, operating results and financial condition could be harmed
13. 13We allow our customers and suppliers to utilize application programming interfaces ("APIs") with our platform, which could result in outages or security breaches and negatively impact our business, operating results and financial condition
14. 14Operational and performance issues with our platform, whether actual or perceived, including a failure to respond to technological changes or to upgrade our technology systems, may adversely affect our business, operating results and financial condition
15. 15We are dependent on the continued availability of third-party hosting and transmission services. Operational issues with, or changes to the costs of, our third-party data center providers could harm our business, reputation or results of operations
16. 16If the non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to, or do not perform as we expect, our business, operating results and financial condition could be harmed
17. 17Our failure to meet content and inventory standards and provide services that our customers and inventory suppliers trust, could harm our brand and reputation and negatively impact our business, operating results and financial condition
18. 18We face potential liability and harm to our business based on the human factor of inputting information into our platform
19. 19Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, operating results and financial condition
20. 20Our future success depends on the continuing efforts of our key employees, including Tim Vanderhook and Chris Vanderhook, and our ability to attract, hire, retain and motivate highly skilled employees in the future
21. 21We face liabilities arising out of our ownership and operation of Myspace.com
22. 22The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors

Risks Related to Data Privacy and Artificial Intelligence

1. 23Several European legislative proposals could significantly affect our business. For example, the ePrivacy Regulation, which would repeal the ePrivacy Directive, could impose new obligations or limitations in areas affecting our business, notably with respect to the use of cookies
2. 24fundamentally change our business activities, information technologies, systems, and practices, and to those of any third parties that Process Personal Information on our behalf
3. 25Our business or ability to operate our platform could be impacted by changes in technology initiated by technology companies, end users, or government regulation. Such developments, including the restriction of “third-party cookies,” could cause instability in the advertising technology industry
4. 26could negatively impact our business. In addition, these browser and platform providers may frequently delay or change their previously announced operations or policies
5. 27A significant breach of our IT Systems or disclosure of our Confidential Data, or of the security of our or our customers’, suppliers’, or other third parties’ systems upon which we rely could be detrimental to our business, reputation and results of operations
6. 28Any of the previously identified or similar threats, whether actual or perceived, could cause a security breach or other interruption, resulting in the unauthorized, unlawful, or accidental acquisition, modification, misuse, destruction, disclosure of, encryption of, or loss of Confidential Data
7. 29providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business
8. 30Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and harming our business
9. 31property issues generally restrict the use of our confidential information solely in connection with our services. However, the theft or misuse of our proprietary information could occur by employees or contractors who have access to our technology
10. 32We are subject to third party claims for alleged infringement of third parties' proprietary rights, which would result in additional expense and potential damages
11. 33We face potential liability and harm to our business based on the nature of our business and the content on our platform

Risks Related to Our Capital Structure and Related Tax Matters

1. 34Our principal asset is our interest in Viant Technology LLC, and accordingly, we depend on distributions from Viant Technology LLC to pay any dividends, if declared, taxes and other expenses, including payments under the Tax Receivable Agreement
2. 35We are required to make cash payments to the continuing members of Viant Technology LLC in respect of certain tax benefits we receive from tax basis step-ups (and certain other tax benefits) attributable to our acquisition of units of Viant Technology LLC, and the amount of those payments may be substantial
3. 36In certain circumstances, the amounts that we may be required to pay under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits, if any, that we actually realize
4. 37We will not be reimbursed for any payments made to the continuing members of Viant Technology LLC under the Tax Receivable Agreement in the event that any tax benefits are disallowed
5. 38In certain circumstances, Viant Technology LLC will be required to make distributions to us and the existing members of Viant Technology LLC, and the distributions that Viant Technology LLC will be required to make may be substantial
6. 39Our tax liabilities may be greater than anticipated

Risks Related to Our Financial Position and Capital Requirements

1. 40We may experience fluctuations in our operating results, which could make our future operating results difficult to predict or cause our operating results to fall below securities analysts’ and investors’ expectations
2. 41We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth
3. 42If we continue to grow our business and increase our offerings, our costs will increase, and we may not be able to generate sufficient revenue to sustain profitability and failure to manage growth effectively could cause our business to suffer
4. 43Investing in the foregoing, however, may not yield anticipated returns. Consequently, as our costs increase, we may not be able to generate sufficient revenue to achieve or sustain profitability
5. 44We are a party to a revolving credit agreement, which contains a number of covenants that may restrict our current and future operations and could adversely affect our ability to execute business needs
6. 45undrawn availability under the Amended Loan Agreement is less than 25%. We may not be able to generate sufficient cash flow or sales to meet the financial covenant or pay the principal or interest under the Amended Loan Agreement
7. 46Seasonal fluctuations in advertising activity could have a material impact on our revenue, cash flow and operating results

Risks Related to Ownership of Our Class A Common Stock

1. 47The market price of our Class A common stock has been and may continue to be volatile or may decline regardless of our operating performance
2. 48Sales of substantial blocks of our Class A common stock into the public market, or the perception that such sales might occur, could cause the market price of our Class A common stock to decline
3. 49We are a “controlled company” within the meaning of the listing standards of the Nasdaq Global Select Market (“Nasdaq”) and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements
4. 50Insiders have substantial control over our company, which could limit your ability to influence the outcome of key decisions, including a change of control
5. 51Our charter documents and Delaware law could discourage takeover attempts and other corporate governance changes
6. 52Our amended and restated certificate of incorporation includes an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
7. 53any duty or liability created by the Securities Act or the rules and regulations thereunder. This forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act
8. 54Purchases of shares of our Class A common stock or Class B units pursuant to our stock repurchase plan may affect the value of our Class A common stock, and there can be no assurance that our stock repurchase plan will enhance stockholder value
9. 55Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition, and results of operations
10. 56Increasing attention to, and evolving expectations regarding, environmental, social, and governance (“ESG”) matters may impact our business and reputation
11. 57Reduced reporting and disclosure requirements applicable to us as an emerging growth company and a smaller reporting company could make our Class A common stock less attractive to investors
12. 58If we fail to maintain or implement effective internal controls, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which could have a material adverse effect on our business and the per share price of our Class A common stock
13. 59control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting
14. 60The trading market for our Class A common stock partially depends on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts