Viant Technology Inc. ($DSP)

Welcome to TVision conference call. My name is Melissa and I will be your operator today. Before I hand over the call to the Viant's leadership team, I would like to go over a few housekeeping notes for the program. As a reminder this call is being recorded. [Operator Instructions] Thank you for the attendance today and I will now turn the call over to the Nick Zangler, SVP of Investor Relations of Viant.

Good afternoon, and thank you for joining today's conference call to discuss our agreement to acquire TVision. On the call today are Tim Vanderhook, Co-Founder and Chief Executive Officer; Chris Vanderhook, Co-Founder and Chief Operating Officer; and Larry Madden, Chief Financial Officer. I'd like to remind you that we will make forward-looking statements on our call today, including, but not limited to our agreement to acquire TVision, the expected timing and completion of the transaction, the anticipated benefits and synergies of the acquisition, plans for integration and platform enhancement, expected financial impact of the acquisition, our guidance for Q1 2026 and other future financial results, our strategy, our platform development initiatives, including Viant AI, our pipeline and potential partnership opportunities, growth of our total addressable market and industry trends that are based on assumptions and subject to future events, risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, the risk that the acquisition may not close on the expected timeline revise these statements, except as required by law. For more information about factors that may cause actual results to differ materially from forward-looking statements and our entire safe harbor statement, please refer to the news release issued today as well as the risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2025, under the heading Risk Factors and in our other filings with the SEC. During today's call, we will also present both GAAP and non-GAAP financial measures. We will also reference certain preliminary unaudited financial information related to TVision. This information has not been independently audited or verified and is subject to change. I would now like to turn the call over to Tim Vanderhook, Chief Executive Officer of Viant. Tim?

Hello, everyone, and thank you for joining us this afternoon. We are excited to announce Viant has entered into a definitive agreement to acquire TVision, a preeminent television measurement provider uniquely capable of quantifying the true value of linear TV and connected TV ad inventory through viewer attention-based insights, sourced from a demographically balanced, nationally representative panel of U.S. households. This acquisition offers profound technological synergies which we expect will fundamentally reshape how advertiser budgets are allocated, shifting away from outdated frameworks based on delivered impressions to our first-of-its-kind real-time, AI-powered attention-based optimization platform, where budget allocation scales across inventory proven to capture genuine human engagement. Today, the prevailing industry standard for budget allocation is based on impression counts purchased via a CPM metric. This valuation methodology directs spending across content providers based on the sheer delivery of an ad with advertisers currently using impressions as a proxy for attention. However, this conventional approach is deeply limited because it accounts only for an ad being delivered, the technical opportunity for the ad to be seen and completely fails to account for the actual level of attention each ad placement receives. This absence of attention data results in inefficient budget allocation and prevents advertisers from accurately calculating the true return on their ad spend. TVision measures attention by capturing 3 signals of human engagement, in-room presence, co-viewership and eyes-on-screen attention, with each signal serving as a multiplier utilized against publisher rate cards to determine the quality and attention-adjusted value of available linear TV and CTV ad inventory. When nobody is in the room, an ad delivers no value. TVision measures in-room presence across available ad inventory, enabling advertisers to optimize toward placements with a verified audience. The bigger the audience, the greater the value. Optimizing for co-viewership multiples enables advertisers to expand their reach without incurring additional cost. But above all else, advertisers seek undivided consumer attention when making their pitch. TVision tracks eyes-on-screen viewership to identify the specific placements that command the focused attention of viewer audiences, which is the ultimate measure of value. Now equipped with attentive intelligence, Viant will enable advertisers to strategically optimize budget allocation toward ad inventory that delivers the most compelling value as determined by our new proprietary valuation metric, the attention-adjusted CPM. Let's examine a recent data set that clearly illustrates TVision's ability to properly value ad inventory based on genuine attention by comparing app-level data between YouTube and HBO Max. While traditional metrics suggest YouTube's $22 CPM represents a greater value when compared to HBO Max's $30 CPM. TVision's attention insights definitively invert this valuation. After applying appropriate multipliers that account for YouTube's comparatively low in-room presence, co-viewership and eyes-on-screen viewer attention, YouTube's true cost per attentive viewer surges. In stark contrast, HBO Max's comparatively higher engagement scores shows that advertisers are actually spending 21% less per attentive view on HBO Max versus YouTube, underscoring a substantially higher return on ad spend on HBO Max and compelling a more aggressive budget allocation. TVision is uniquely positioned to surface this attentive insight through its proprietary dataset, sourced from a demographically balanced nationally representative panel of U.S. households, each of which is equipped with TVision's cutting-edge computer vision technology and automatic content recognition or ACR. From this panel, TVision processes daily household content consumption and eyes-on-screen viewership data, which enables the company to surface detailed second-by-second insights into viewer behavior, content selection, co-viewing size and the exact level of attention paid to all linear and CTV content on display within each household in its panel. TVision works by integrating 2 powerful data streams; content consumption data and eyes-on-screen viewership data, which together generate an unmatched viewer attention data set. Content consumption data is captured by the company's ACR technology, which processes both linear TV and CTV content and is capable of tracking a wide spectrum of engagement data. This includes identifying the CTV operating system, streaming device and streaming service in use at any given time and drills down further to the specific content consumed, including movies, shows, sporting events and advertisements, even amongst walled garden streaming services like YouTube and Prime Video. Eyes-on-screen viewership data is captured by the company's computer vision technology, which is embedded in cameras mounted to each household's primary TV. This always-on technology continuously tracks in-room presence, the number of co-viewers and precisely measures when a viewer's eyes are directed toward the TV screen. Together, these data streams are fused to produce an unrivaled viewer attention data set, offering valuable insights that we plan to deeply embed across our entire buying platform. Leveraging TVision's comprehensive viewer attention data, our AI-powered buying platform will be uniquely equipped to assign definitive attention scores and corresponding attention-adjusted CPMs to virtually all available linear TV and CTV ad inventory at a level of granularity that is fundamentally unattainable on any other buying platform. This is because Viant is the only buying platform capable of linking TVision's attention insights to our exclusive proprietary content identifier, the IRIS_ID. Using the IRIS_ID, we will inject TVision's high-fidelity viewer engagement signals directly into the programmatic bid stream. Together, IRIS_ID's content intelligence and TVision's attentive insights will enable Viant to apply attentive values to ad inventory with surgical granularity, not just broadly across networks and streaming services, but deep into individual shows, distinct ad breaks, specific ad pods and even amongst individual ad slots that reside within each ad pod, all while simultaneously accounting for real-time demographic insights such as viewer age, gender, income and location. This micro-level intelligence decisively informs programmatic targeting and bidding decisions, leading to significant enhancements in return on ad spend and optimized outcomes for advertisers. Across a digital ad landscape plagued with self-attributing walled gardens, TVision measures what actually matters, genuine human attention. As one of the industry's leading independent and objective buying platforms dedicated entirely to driving outcomes for advertisers, this strategic addition establishes Viant as the advertising industry's arbiter of truth, properly valuing ad inventory across the market based on demonstrated effectiveness in capturing attention and producing results. We believe we can provide unbiased market-wide insights into verified audience engagement, enabling advertisers to compare and weigh the true value of all TV inventory across both linear TV and connected TV ecosystems. While our competitors continue to measure themselves, Viant will have the ability to measure the effectiveness of the entire market, enabling advertisers to confidently direct spend toward the ad inventory that truly performs and delivers optimal outcomes. I will now turn it over to Chris to further discuss how we will embed TVision into our AI-powered buying platform and expand upon our suite of services.

Thanks, Tim. We are thrilled to integrate the undisputed leader in attention measurement trusted by television's largest advertisers and content owners into Viant's AI-powered buying platform. Today, major advertisers, including Procter & Gamble, AT&T, American Express and TikTok leverage TVision's viewer attention insights to broadly allocate ad budgets to destinations with high attentive viewership as well as to assess the performance of their own ad creatives, enabling for continuous refinement of their go-to-market creative strategy. Leading content owners, including Netflix, Disney, Amazon, NBCU, Paramount and Fox leverage TVision's viewer attention insights to maximize audience engagement and inform content strategy. They use TVision data to gauge audience interest and compare performance across genres, new versus repeat content, bingeable formats, linear versus CTV distribution and so forth. This deep understanding of viewer attention supports informed content development decisions for future programming. But with Viant, the game changes as together we will move TVision beyond measurement to establish an entirely new standard in programmatic advertising. Within Viant's AI-powered buying platform, TVision's attention data will be activated, creating a truly novel first-of-its-kind solution capable of transforming viewer attention into actionable signals, enabling real-time viewer engagement to directly inform planning, bidding and optimization decisioning exclusively within our platform. Fundamentally, TVision adds another key pillar of critical insight to our intelligence layer, which includes household ID, IRIS_ID and now TVision viewer attention data. When these signals are used in conjunction with one another, targeting and measurement granularity compounds, enabling for the construction and execution of a highly refined advertiser targeting strategy, leading to optimal campaign outcomes. Consider the holistic solution set Viant now offers to advertisers. We have strategically architected a complete and unmatched stack of proprietary high-fidelity identity, content and viewer attention-based targeting and measurement solutions, uniquely capable of delivering optimal outcomes through the industry's first fully autonomous AI-powered buying platform. To refresh, Viant's household ID is our patented deterministic audience targeting and measurement solution, providing superior addressability for advertisers looking to leverage their first-party data to reach specific audiences and measure performance. It is deeply entrenched in the programmatic bidstream, present in over 80% of all bid requests and over 90% of all CTV bid requests, which is approximately 4x the coverage of competing audience identifiers. Viant's IRIS_ID is our proprietary content targeting and measurement solution, which uniquely enables advertisers to target CTV ad inventory at the show level, going beyond the app, making it possible for advertisers to bid on unique contextual signals, emotional sentiment, tone and brand suitability. IRIS_ID's presence in the bidstream is expanding rapidly, now available in nearly 50% of all incoming CTV bid requests. TVision's viewer attention data adds yet another dimension of high fidelity proprietary insight to our intelligence layer, enabling advertisers to target CTV ad inventory based on the genuine level of human attention various placements attract. These signals in combination with our proprietary household identity graph, custom supply scoring models and repository of historical campaign performance data collectively formulate an intelligence layer exclusive to our buying platform that is simply unmatched in the industry. Our recently launched Outcomes solution, the open Internet's first fully autonomous AI-powered ad product founded on our AI Lattice brain decisioning architecture will draw upon these signals that reside within our intelligence layer to build and execute campaigns with a level of granularity and precision that does not exist elsewhere. To demonstrate this level of granular execution at work, let me highlight one of the best available placements an advertiser can purchase in the market today as determined by TVision. The hit show, Only Murders in the Building on Hulu commands a very high rate of in-room presence, co-viewership and eyes-on-screen attentive viewership, making it one of the most attractive destinations to align an ad creative. Beyond show-level attention scores, TVision provides deeper insight that precisely detail the specific moments and distinct audiences where value peaks. In fact, as TVision dictates, Only Murders in the Building ad inventory is most valuable during prime time amongst 18- to 34-year-old females and households generating over $100,000 amongst the first ad pod and most ideally, the first ad slot within the first ad pod. This is phenomenal insight. But to enable an advertiser to act on this programmatically, these signals need to be actionable in the bidstream. It is only by combining these signals with our audience identifier, Household ID and our content identifier, IRIS_ID that TVision's insights can be utilized for programmatic activation. Furthermore, given the sheer breadth of various parameters, the only way to efficiently and effectively acquire ad inventory at this heightened level of granularity is autonomously through the use of Viant's AI-powered buying platform. For these reasons, we mutually believe Viant and TVision have technological synergies that create a truly unequivocable (sic) [ unequivocal ] offering in the market. Before turning the call over to Larry, I will say this. Viant's core differentiator has always been defined by a commitment to independence and objectivity and the desire to drive optimal outcomes for advertisers through the use of proprietary intelligence. It should be clear, we are doubling down on this strategy. TVision significantly expands our moat around programmatic targeting and measurement industry leadership. While our competitors claim differentiation through owned and operated content, inherently, we can all see them for what they truly are, sellers of ads with major conflicts of interest. Conversely, Viant continues to innovate on behalf of advertisers, connecting them to ad inventory that performs, drives return on ad spend and delivers optimal outcomes. I will now turn it over to Larry to discuss transaction details and modeling considerations.

Thanks, Chris. As both Tim and Chris have detailed, the acquisition of TVision presents highly compelling strategic and technological synergies, capable of accelerating top and bottom line growth at Viant. TVision is a high-performing asset with well-diversified and growing revenue streams. On a stand-alone basis, for the full year 2025, TVision generated approximately $10 million in annual revenue on a preliminary unaudited basis. We anticipate the incorporation of TVision will have a modest negative impact on Viant's consolidated adjusted EBITDA in 2026 as we invest to scale and integrate the business. These figures are preliminary and subject to customary post-closing verification. By fully integrating TVision into our technology stack, we expect to materially strengthen our targeting and measurement capabilities, which we expect will drive increased ad spend from new and existing clients, elevate our platform take rate and lead to adjusted EBITDA margin expansion over time. The consideration for the TVision acquisition is $40 million, subject to customary adjustments and holdbacks, consisting of $22.5 million in cash and $17.5 million of Class A common stock. We anticipate the transaction will close in the current calendar year quarter 2Q '26. Lastly, we are reaffirming our 1Q '26 guidance, which calls for revenue growth of 20% at the midpoint, contribution ex-TAC growth of 17% at the midpoint and adjusted EBITDA growth of 67% at the midpoint. Going forward, we continue to operate the business with a goal of delivering consistent 20% or more annual top line growth and adjusted EBITDA margin expansion with an opportunity to reach adjusted EBITDA margins of 40% or higher over time. With that, I will turn the call back over to Tim for some closing remarks.

Thanks, Larry. In combination with TVision, we have established Viant as the only independent and objective buying platform capable of measuring and valuing the entire linear TV and CTV landscape, positioning Viant as the industry's sole arbiter of truth and the only platform capable of directing advertiser spend to the very best destinations, where human engagement is real and optimal outcomes are realized. Our fully autonomous AI-powered buying platform is anchored to proprietary intelligence spanning identity, content and attention, making Viant the most sophisticated and effective platform in the industry for driving advertiser outcomes. Through numerous synergistic revenue opportunities, we expect to meaningfully accelerate top line growth, will improve profitability and seize market share in the years to come. I will now turn the call over to the operator for questions. Operator?

Our next question comes from Maria Ripps from Canaccord.

Congrats on the deal. So first, our understanding is that TVision's data has historically been licensed to a few competitors in the measurement space sort of to enhance their own measurement offerings. Do you anticipate to make TVision sort of data exclusive to the Viant platform after the acquisition? And I guess, what does that mean -- what would that mean for sort of for the relationships that the platform built and for existing revenue stream?

Thanks for the question, Maria. Good morning. Yes, we do plan to make the TVision data exclusive to the Viant platform. There are some contractual obligations that we'll have to abide by in the near term. But as those contracts expire, like you said, they are primarily around measurement, we will fold that back into Viant. Next question, operator?

Our next question comes from Matt Condon.

This is Brianna Diaz on for Matthew Condon. Just can you help us understand what makes TVision's data truly proprietary and timeline to weave those signals into the Viant AI platform over time? And then just on the customers, how much overlap exists today between Viant's customer base and TVision's existing clients and how does that inform your go-to-market strategy?

Thanks for the question. So I'll take the first one, Chris, you could take the second and fill in. Why is it unique? What's unique about the TVision data is it has the ACR data of what's playing on the screen and a camera on top of the TV to understand who's exactly in front of that screen. Beyond that, it's more than that. It's actually tracking the eyes of the consumer. So when we talk about attention data, it's not just that a person sitting on the couch with the TV on, it is that their physical eyes are looking at the screen, not at their phone. So the data itself exists nowhere else. There's no LLM that has it. There's no other ad tech company that has it. There's no walled garden that has it. Additionally, it's the largest U.S. person-based panel that exists in the U.S.A. So it's pretty unique data and one that is very tough to replicate.

I would just add I think what's incredibly unique is what this gives -- what type of a capability this gives marketers. When they're planning -- historically, we mentioned in the prepared remarks, when they plan, it's all about -- they're planning based on reach and frequency, and the currency is basically delivered impressions. But they have no idea if someone's in the room, they have no idea how many people are in the room if someone is in the room, and they have no idea if people are paying attention to the programming or if they're paying attention to their ad. This is going to give an incredible signal to our customers that's going to give them a competitive advantage when planning and buying television. And the great part is it's not just linear, it's not just CTV. It crosses both, and it also gives you purview into the walled gardens as well. On the second question, Brianna, just on customer overlap, this is what was so unique about TVision. Hardly any customer overlap whatsoever given their business. And the panel business is very unique, and they've done an amazing job of building a nationally representative panel. But we're really excited to be able to bring something that is typically outside of a platform to bring that intelligence in for our customers.

And Brianna just last point on why it's so unique. The entire industry operates off of delivered impressions with no ability to tell if anyone's in front of the screen and how long they paid attention to the advertisers 15- or 30-second ad spot. So we're moving the industry away from impressions and now towards attentive seconds that a consumer is exposed to the ad, and we think this is the future for TV buying. Next question, operator?

Our next question comes from Jason Kreyer from Craig-Hallum.

Congrats. This seems like it makes a ton of sense. I wanted to just ask about the integration and rollout time line just to get this kind of data embedded into your bidding platform. And it seems like TVision really has the ability to strengthen things like Household ID and IRIS_ID. Just wondering if you could talk more about how those solutions become more durable with TVision.

Yes. Chris, why don't you take the latter part of the question. So the integration today, we actually did the legwork of integrating TVision data as prebid segments available in the DSP starting today. So that is live. We will finish a complete tighter integration where we get second-by-second measurement fed back into the DSP in the very near term, like in the next 4 to 6 months, to complete that from a measurement perspective, so we can have a real-time feedback loop right into the DSP. Chris, you want to add?

Yes. I would just -- I would add, Jason, we've been talking a lot about one of the -- we've long talked about when we go to market and we speak to an advertiser, they're asking 1 of 2 questions, which is, if I'm going to use your platform, what exclusive inventory do you have access to, which we do not play in that game since we're buy side only or it's what exclusive data do you have? And that's squarely where we play. We want to have unbelievable intelligence. That's why we name it the intelligence layer. And this starts with our household ID then because we have -- we believe we have the largest amount of addressability of any platform, we're 4x the next closest competitor of our Household ID in the bidstream. The second would be around IRIS_ID, our acquisition we did in 2024. It now has penetration of content owners in the bidstream and CTV of over 50%. Not only that, when you take the TVision attention data and you overlay that on to Iris' IRIS_IDs and which shows are driving the most amount of attention, that gives marketers an incredible ability to bid differently. Maybe they are going to purchase that show based on their attention, maybe they're not. If they have high amount of attention, they bid it up. If they have low amount of attention on that show, they bid less. Marketers have no ability to do that today. That's really the network effects that we believe by adding TVision into our intelligence layer, the network effects of that now onto the IRIS_ID are going to be incredible.

Can I ask one more question on the go-to-market? I'm curious, historically, like how much does the go-to-market change here? Is TVision primarily going to market as a measurement solution historically and then you're pivoting that to kind of putting that into the bidstream? Or did they already have that kind of bidstream-like capability in the past?

So TVision will still sell -- they have a -- they do sell a stand-alone measurement product to marketers. And they obviously, as we talked about as well as the content owners. But measurement is very powerful and customers do need measurement out there and independent measurement is so important. The problem with most measurement companies and most offerings is it's typically a report that happens after the fact. It's not in flight. And then marketers, when they get results, they want to do something about it, not 6 weeks later, not in the next quarter, they want to do something about it now. When they can't make a decision on data right now, that adds latency, and that's where performance leaks. And that's what -- by bringing a dataset like this that has never existed in a DSP before. In real time, that's what's going to be very, very interesting for marketers.

And Jason, just to add to that, had we not done the IRIS_ID acquisition, it would be nearly impossible to bring the TVision data set through the bidstream. So it really is the one-two punch of the IRIS acquisition together with TVision is what's enabling advertisers to have this level of granularity for targeting.

The next question is coming from Naved Khan from B. Riley.

Maybe just to get a better handle on the monetization of this offering. So would you be offering it as an opt-in to your customers? Or is it going to be more of a market share where you would probably embed it across the -- as a standard offering and then be able to get more share? Just give us your thoughts there.

Yes. Really good question. So there's really 2 forms of monetization. So we're going to scale the number of advertisers that license TVision measurement capabilities for use in linear, walled gardens and of course, the open web programmatic where our DSP plays. So that goes as more like a SaaS-style revenue stream where customers sign up on an annual commitment of dollars for the measurement capability. Additionally, we see this is improving our take rates or contribution ex-TAC rates that we're able to charge. It's paired with the IRIS_ID, which is more on a CPM, and it would be by usage in the DSP. So we see it as a dual benefit from a monetization perspective.

Our next question comes from Tim Mitchell, from Raymond James.

This is Tim on for Andrew. Just curious if you could talk a little bit more about the demand from advertisers for attention measurement? Like how are they using it in terms of their targeting decisions, et cetera, that made this such a compelling acquisition.

I mean the demand is off the charts for attention. Everybody knows that the current setup of buying delivered impressions that it's broken, but there's been no solution brought to market and it's commonly talked about that the need for attention but it's just been an inability to bring it to market. And I think it's -- we had the unique asset sets of our DSP with the IRIS acquisition and now layered on with TVision, and the ability to bring objective level truth as to what the value of linear TV is what the value of Open Web is and what the value of walled gardens are. I would say if you talk to any advertiser today, what are they looking for, unified measurement of what that value is across all 3 channels that they're deploying money today.

Thanks, Tim.

This was our last question and concludes our Q&A session.

Thank you, everyone, for joining the call this morning, and we'll be in touch.