Viant(DSP) - 2023 Q2 - Quarterly Report

Special Note Regarding Forward-Looking Statements This section clarifies that forward-looking statements involve risks and uncertainties, and actual results may differ materially from expectations - Forward-looking statements are identified by words such as "may," "will," "should," "could," "intend," "expect," "plan," "anticipate," "believe," "estimate," "predict," or "continue"[10] - These statements cover future financial performance (revenue, costs, profit, EBITDA), business measures, liquidity, market trends, growth strategy, product strategy, security/privacy efforts, macroeconomic/geopolitical impacts, customer acquisition/retention, and expense management[10] - Actual results may differ materially from expectations due to global, regional, or local political, economic, business, competitive, market, regulatory, and other factors, many beyond the company's control, as detailed in the "Risk Factors" section[11] PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition Financial Statements This section presents the unaudited condensed consolidated financial statements, including statements of operations, balance sheets, equity, and cash flows, along with detailed notes explaining the company's accounting policies, revenue recognition, asset details, lease obligations, debt facilities, stock-based compensation, income taxes, loss per share, noncontrolling interests, and commitments and contingencies Condensed Consolidated Statements of Operations This statement provides a summary of the company's revenues, operating expenses, and net loss for the three and six months ended June 30, 2023 and 2022 Condensed Consolidated Statements of Operations (Unaudited, in thousands, except per share data) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Revenue | $57,223 | $51,200 | $98,943 | $93,829 | | Total operating expenses | $62,474 | $64,972 | $115,302 | $121,008 | | Loss from operations | $(5,251) | $(13,772) | $(16,359) | $(27,179) | | Total other expense (income), net | $(2,048) | $320 | $(3,780) | $476 | | Net loss | $(3,203) | $(14,092) | $(12,579) | $(27,655) | | Net loss attributable to Viant Technology Inc. | $(1,063) | $(3,401) | $(3,543) | $(6,593) | | Basic Loss per share of Class A common stock | $(0.07) | $(0.24) | $(0.24) | $(0.47) | | Diluted Loss per share of Class A common stock | $(0.07) | $(0.24) | $(0.24) | $(0.47) | - Revenue increased by 11.8% for the three months ended June 30, 2023, and by 5.5% for the six months ended June 30, 2023, compared to the respective prior-year periods[15][95][96] - Net loss significantly improved by 77.3% for the three months ended June 30, 2023, and by 54.5% for the six months ended June 30, 2023, compared to the respective prior-year periods[15][95][96] Condensed Consolidated Balance Sheets This statement presents the company's assets, liabilities, and equity as of June 30, 2023, and December 31, 2022 Condensed Consolidated Balance Sheets (Unaudited, in thousands) | Metric | As of June 30, 2023 | As of December 31, 2022 | | :--------------------------------- | :------------------ | :---------------------- | | Cash and cash equivalents | $203,901 | $206,573 | | Total current assets | $298,058 | $314,862 | | Total assets | $361,455 | $377,883 | | Total current liabilities | $74,066 | $87,117 | | Total liabilities | $97,400 | $112,115 | | Total equity | $264,055 | $265,768 | - Cash and cash equivalents decreased slightly from $206.6 million at December 31, 2022, to $203.9 million at June 30, 2023[18][154] - Total current assets decreased by $16.8 million, while total current liabilities decreased by $13.0 million from December 31, 2022, to June 30, 2023[18] Condensed Consolidated Statements of Equity This statement details changes in the company's equity components, including common stock, additional paid-in capital, and accumulated deficit Changes in Equity (Unaudited, in thousands) | Metric | Balance as of Dec 31, 2022 | Balance as of June 30, 2023 | | :--------------------------------- | :------------------------- | :-------------------------- | | Class A Common Stock (Amount) | $15 | $16 | | Class B Common Stock (Amount) | $47 | $47 | | Additional Paid-In Capital | $95,922 | $102,885 | | Accumulated Deficit | $(36,261) | $(41,636) | | Treasury Stock (Amount) | $(475) | $(1,074) | | Total Stockholders' Equity attributable to Viant Technology Inc. | $59,248 | $60,238 | | Noncontrolling Interests | $206,520 | $203,817 | | Total Equity | $265,768 | $264,055 | - Additional paid-in capital increased by $6.9 million from December 31, 2022, to June 30, 2023, primarily due to stock-based compensation[20][66] - Accumulated deficit increased by $5.4 million during the six months ended June 30, 2023, reflecting the net loss for the period[20][15] Condensed Consolidated Statements of Cash Flows This statement summarizes cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2023 and 2022 Condensed Consolidated Statements of Cash Flows (Unaudited, in thousands) | Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by (used in) operating activities | $10,855 | $(8,519) | | Net cash used in investing activities | $(6,462) | $(4,338) | | Net cash used in financing activities | $(7,065) | $(18,375) | | Net decrease in cash and cash equivalents | $(2,672) | $(31,232) | | Cash and cash equivalents at end of period | $203,901 | $207,248 | - Operating activities generated $10.9 million in cash for the six months ended June 30, 2023, a significant improvement from $8.5 million cash used in the prior year[26][168] - Investing activities used $6.5 million, primarily for capitalized software development costs and property/equipment purchases[26][171] - Financing activities used $7.1 million, mainly for member tax distributions and equity award settlements, a decrease from $18.4 million used in the prior year due to debt repayment[26][173] Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations of the company's accounting policies, revenue recognition, asset details, debt, stock-based compensation, income taxes, and commitments - Viant Technology Inc. operates a demand-side platform (Adelphic) for programmatic advertising across various channels (desktop, mobile, CTV, linear TV, in-game, streaming audio, digital billboards)[29] - The company adopted ASU No. 2016-13 (Financial Instruments—Credit Losses) at the beginning of fiscal 2023, revising its impairment model to an expected loss methodology for trade accounts receivable, with no material impact[49] Revenue Disaggregation (Unaudited, in thousands) | Revenue Type | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Over-time revenue | $783 | $173 | $1,169 | $361 | | Point-in-time revenue | $56,440 | $51,027 | $97,774 | $93,468 | | Total revenue | $57,223 | $51,200 | $98,943 | $93,829 | - As of June 30, 2023, two customers accounted for 11.8% and 10.1% of consolidated accounts receivable, and one customer accounted for 18.4% and 12.2% of total revenue for the three and six months ended June 30, 2023, respectively[45][46] Intangible Assets, Net (Unaudited, in thousands) | Asset Type | Remaining Weighted Average Useful Life (years) | Gross Amount (June 30, 2023) | Accumulated Amortization (June 30, 2023) | Net Carrying Amount (June 30, 2023) | | :--------------------- | :------------------------------------------- | :----------------------------- | :--------------------------------------- | :----------------------------------- | | Developed technology | — | $4,927 | $(4,927) | $0 | | Customer relationships | 0.6 | $2,300 | $(2,108) | $192 | | Trademarks/tradenames | 2.7 | $1,400 | $(1,187) | $213 | | Total | | $8,627 | $(8,222) | $405 | - The revolving credit facility with PNC Bank was amended in April 2023, increasing borrowing capacity to $75.0 million (from $40.0 million) and extending maturity to April 4, 2028; as of June 30, 2023, there was no outstanding balance and $74.1 million undrawn availability[60][163] Stock-Based Compensation Expense (Unaudited, in thousands) | Expense Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Platform operations | $1,124 | $1,303 | $2,016 | $2,389 | | Sales and marketing | $2,520 | $2,426 | $5,032 | $4,605 | | Technology and development | $1,507 | $1,425 | $2,834 | $2,594 | | General and administrative | $3,378 | $2,614 | $6,119 | $4,556 | | Total | $8,529 | $7,768 | $16,001 | $14,144 | - The company has a full valuation allowance against its deferred tax assets, resulting in a 0.0% effective tax rate for the three and six months ended June 30, 2023 and 2022; the unrecorded TRA liability is approximately $10.3 million[75][77] Loss Per Share of Class A Common Stock (Unaudited) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Basic Loss per share | $(0.07) | $(0.24) | $(0.24) | $(0.47) | | Diluted Loss per share | $(0.07) | $(0.24) | $(0.24) | $(0.47) | | Weighted-average shares outstanding (Basic/Diluted) | 15,135 | 14,114 | 14,943 | 13,962 | - Viant Technology Inc. holds a 24.6% ownership interest in Viant Technology LLC, with noncontrolling interests holding 75.4% as of June 30, 2023[82] - Non-cancelable contractual obligations include operating lease commitments ($27.3 million present value) and hosting commitments ($18.3 million total through 2026)[56][85] Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, including an overview of its business, key factors influencing results, detailed analysis of revenue and operating expenses, and a discussion of liquidity and capital resources. It also includes reconciliations of non-GAAP financial measures Overview of Business and Financial Highlights This overview describes Viant's advertising technology business and presents key financial highlights for the recent reporting periods - Viant is an advertising technology company operating Adelphic, a cloud-based demand-side platform (DSP) for programmatic advertising across various digital channels[90][91] - Revenue is generated through platform fees (percentage of spend or fixed CPM) and service fees for data management, media execution, and advanced reporting[93][94] Financial Highlights (Unaudited, in thousands) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change (%) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change (%) | | :--------------------------------- | :------------------------------- | :------------------------------- | :--------- | :------------------------------- | :------------------------------- | :--------- | | Revenue | $57,223 | $51,200 | 11.8% | $98,943 | $93,829 | 5.5% | | Gross profit | $23,700 | $20,250 | 17.0% | $42,083 | $36,685 | 14.7% | | Contribution ex-TAC | $33,688 | $31,735 | 6.2% | $61,679 | $59,279 | 4.0% | | Net loss | $(3,203) | $(14,092) | 77.3% | $(12,579) | $(27,655) | 54.5% | | Non-GAAP net income (loss) | $5,095 | $(5,934) | 185.9% | $3,236 | $(12,702) | 125.5% | | Adjusted EBITDA | $6,816 | $(3,077) | 321.5% | $6,426 | $(6,958) | 192.4% | Factors Affecting Performance This section discusses key internal and external factors influencing the company's financial performance, including customer growth, innovation, macroeconomic conditions, and seasonality - Future growth depends on attracting new customers, increasing platform usage, and continuous innovation, including leveraging AI and machine learning, as contracts generally lack long-term or exclusive obligations[97] - Advertiser spend per active customer increased by 7% for the three months ended June 30, 2023, compared to the prior year, driven by adoption of newer products; active customer count was 314 for the twelve months ended June 30, 2023, a decline from 336 in the prior year[98][125][129] - The company plans to invest in platform operations, technology, and development, and sales and marketing for long-term growth, which may negatively impact near-term profitability[99] - Macroeconomic conditions (inflation, rising interest rates, recession risks) and geopolitical events continue to impact the business, leading to a cost reduction plan in Q4 2022, including a 13% employee headcount reduction[100][101] - Revenue is subject to seasonal fluctuations, with the fourth quarter historically being the highest for advertising activity and the first quarter typically lower[103] Results of Operations This section provides a detailed analysis of the company's revenue and operating expenses for the three and six months ended June 30, 2023 and 2022 Revenue and Operating Expenses (Unaudited, in thousands) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change ($) | Change (%) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change ($) | Change (%) | | :-------------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Revenue | $57,223 | $51,200 | $6,023 | 12% | $98,943 | $93,829 | $5,114 | 5% | | Platform operations | $33,523 | $30,950 | $2,573 | 8% | $56,860 | $57,144 | $(284) | (0)% | | Sales and marketing | $11,691 | $17,286 | $(5,595) | (32)% | $23,860 | $31,042 | $(7,182) | (23)% | | Technology and development | $6,172 | $5,011 | $1,161 | 23% | $12,066 | $10,014 | $2,052 | 20% | | General and administrative | $11,088 | $11,725 | $(637) | (5)% | $22,516 | $22,808 | $(292) | (1)% | | Total operating expenses | $62,474 | $64,972 | $(2,498) | (4)% | $115,302 | $121,008 | $(5,706) | (5)% | | Total other expense (income), net | $(2,048) | $320 | $(2,368) | (740)% | $(3,780) | $476 | $(4,256) | (894)% | - Revenue growth for Q2 2023 was primarily driven by a 60% increase from marketers in the retail industry vertical[109] - Sales and marketing expenses decreased significantly (32% for Q2, 23% for YTD) due to reduced personnel costs and advertising expenses, reflecting cost reduction efforts[111][112][118] - Technology and development expenses increased (23% for Q2, 20% for YTD) due to higher personnel costs and depreciation, reflecting continued investment in developed technology[113][119] - Total other expense (income), net, improved substantially, shifting from expense to income, primarily due to higher interest income and lower interest expense after debt repayment[115][122] Key Operating and Financial Performance Measures (Non-GAAP) This section presents and reconciles key non-GAAP financial measures used to evaluate the company's operational performance and trends - Contribution ex-TAC, non-GAAP operating expenses, adjusted EBITDA, and non-GAAP net income (loss) are key non-GAAP measures used to evaluate performance and trends[123] Non-GAAP Financial Performance (Unaudited, in thousands) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change (%) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change (%) | | :--------------------------------- | :------------------------------- | :------------------------------- | :--------- | :------------------------------- | :------------------------------- | :--------- | | Gross profit | $23,700 | $20,250 | 17% | $42,083 | $36,685 | 15% | | Contribution ex-TAC | $33,688 | $31,735 | 6% | $61,679 | $59,279 | 4% | | Net loss | $(3,203) | $(14,092) | 77% | $(12,579) | $(27,655) | 55% | | Adjusted EBITDA | $6,816 | $(3,077) | 322% | $6,426 | $(6,958) | 192% | | Non-GAAP net income (loss) | $5,095 | $(5,934) | 186% | $3,236 | $(12,702) | 125% | | Non-GAAP earnings (loss) per share—basic | $0.06 | $(0.08) | 175% | $0.03 | $(0.18) | 117% | | Non-GAAP earnings (loss) per share—diluted | $0.06 | $(0.08) | 175% | $0.03 | $(0.18) | 117% | | Active customers (12 months ended) | 314 | 336 | (7)% | 314 | 336 | (7)% | - Adjusted EBITDA showed significant improvement, increasing by 322% for Q2 2023 and 192% for YTD 2023, turning positive from negative in the prior year periods[125] - Active customers decreased by 7% for the twelve months ended June 30, 2023, compared to the prior year, as the company cycled through customers not scaling spend[125][129] Liquidity and Capital Resources This section discusses the company's cash position, sources and uses of funds, and its ability to meet future cash requirements Liquidity Overview (Unaudited, in thousands) | Metric | As of June 30, 2023 | As of December 31, 2022 | | :----------------------- | :------------------ | :---------------------- | | Cash and cash equivalents | $203,901 | $206,573 | | Working capital | $224,000 | $227,700 | - Primary cash sources are revenue from programmatic advertising and existing cash; potential future sources include debt financing or equity issuance[155] - Primary cash uses include capital expenditures for technology development, property/equipment purchases, debt obligations, and operating lease payments[156] - The company believes existing cash, operating cash flow, and undrawn revolving credit facility ($74.1 million available) are sufficient to meet cash requirements for the next 12 months and beyond[160][163] Cash Flows Summary (Unaudited, in thousands) | Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Operating activities | $10,855 | $(8,519) | | Investing activities | $(6,462) | $(4,338) | | Financing activities | $(7,065) | $(18,375) | | Net decrease in cash and cash equivalents | $(2,672) | $(31,232) | - Cash flow from operating activities significantly improved, turning positive to $10.9 million in H1 2023 from a negative $8.5 million in H1 2022[168] Quantitative and Qualitative Disclosures About Market Risk The company reported no material changes in its exposure to market risk during the six months ended June 30, 2023, referring to its Annual Report on Form 10-K for a detailed discussion - No material changes in market risk exposure were reported for the six months ended June 30, 2023[177] Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures, confirming their effectiveness at a reasonable assurance level, and notes no material changes in internal control over financial reporting. It also acknowledges the inherent limitations of any control system Evaluation of Disclosure Controls and Procedures Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023 - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023[179] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during the period covered by the report - No material changes in internal control over financial reporting occurred during the period covered by the report[180] Limitations on the Effectiveness of Disclosure Controls and Procedures Management acknowledges that control systems provide only reasonable assurance and are subject to inherent limitations, such as human error and circumvention - Management acknowledges that control systems provide only reasonable, not absolute, assurance and are subject to inherent limitations, such as human error, circumvention, and resource constraints[181] PART II. OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Legal Proceedings The company is subject to various legal proceedings in the ordinary course of business but does not believe any current litigation will have a material adverse effect on its business, operating results, cash flows, or financial condition - The company is involved in various legal proceedings but does not anticipate any material adverse effect on its business, operating results, cash flows, or financial condition[184] Risk Factors This section outlines significant risks and uncertainties that could materially and adversely affect the company's business, prospects, financial condition, results of operations, and cash flow, potentially causing a decline in its Class A common stock trading price Risk Factor Summary This summary highlights key risks including customer dependence, cookie-based tracking uncertainty, innovation needs, market competition, and macroeconomic impacts - Key risks include dependence on customer growth, uncertainty of cookie-based tracking shift, need for innovation, evolving programmatic advertising market, revenue concentration from advertising agencies, long sales cycles, macroeconomic/geopolitical impacts, advertising inventory access, people-based data access, data privacy/security obligations, technology industry changes, cybersecurity risks, intellectual property enforcement, stock price volatility, and "controlled company" status[187] Risks Related to Business and Operations This section details operational risks such as customer acquisition, platform innovation, cookie-based tracking changes, macroeconomic conditions, and competitive pressures - Success depends on attracting new customers, increasing platform usage, and continuous innovation, including AI/machine learning, as contracts generally lack long-term or exclusive obligations[188][190] - The shift away from cookie-based tracking may not occur as rapidly as expected (e.g., Google's delay until 2024), and competitors may develop alternative solutions, potentially harming the business[189] - Macroeconomic conditions (inflation, rising interest rates, bank failures) and geopolitical events have impacted and may continue to impact advertising budgets, leading to reduced platform usage and affecting financial results[201][202] - The company faces liabilities from its ownership and operation of Myspace.com, including potential claims for content, compliance with a 2012 FTC consent order, and cybersecurity incidents[238][239][241] - The market is intensely competitive, with large players like Yahoo DSP, The Trade Desk, Google, and Amazon, who have greater resources and broader offerings, potentially leading to reduced pricing or market share for Viant[243][244] Risks Related to Intellectual Property This section addresses risks concerning the enforcement of proprietary rights, potential infringement claims, and liabilities arising from advertising content on the platform - Difficulty in enforcing proprietary rights (patents, trademarks, copyrights, trade secrets) could allow competitors to use technology without compensation, eroding competitive advantages[280][282] - The company faces third-party claims for alleged infringement of proprietary rights, which could result in significant expenses, damages, and diversion of management attention[283] - Potential liability and harm to the business can arise from the nature of advertising content on its platform, including copyright/trademark infringement claims, despite contractual indemnification from clients[284] Risks Related to Capital Structure and Tax Matters This section covers risks related to the company's holding company structure, potential IRS challenges to tax benefits, Tax Receivable Agreement obligations, and the risk of becoming a publicly traded partnership - Viant Technology Inc. is a holding company dependent on distributions from Viant Technology LLC to pay dividends, taxes, and Tax Receivable Agreement (TRA) payments[286] - The IRS might challenge tax basis step-ups and other tax benefits from IPO-related transactions and future LLC unit acquisitions, potentially reducing anticipated tax savings[287] - The company is obligated to pay continuing members of Viant Technology LLC 85% of net cash tax savings from tax basis step-ups and other tax benefits under the TRA, which could be substantial and potentially exceed actual tax benefits[289][292][294] - There is a risk that Viant Technology LLC could become a publicly traded partnership taxable as a corporation, leading to significant tax inefficiencies and inability to recover TRA payments[300][301] Risks Related to Financial Position and Capital Requirements This section addresses risks concerning fluctuating operating results, the need for additional capital, restrictive debt covenants, and the impact of seasonal advertising activity - Operating results may fluctuate due to varying pricing and service options, seasonality, changes in customer demand, economic conditions, and technology shifts, making future results difficult to predict[302] - The company may need additional capital for growth, platform enhancements, and infrastructure, potentially through equity or debt financing, which could dilute existing stockholders or impose restrictive covenants[304][305] - The revolving credit agreement contains covenants (e.g., minimum fixed charge coverage ratio) that may restrict operations, financing, and business strategies, with potential for default if not met[308][309] - Seasonal fluctuations in advertising activity, particularly higher spending in Q4 and lower in Q1, can materially impact revenue, cash flow, and operating results[311] Risks Related to Class A Common Stock Ownership This section discusses risks associated with the volatility of Class A common stock, the influence of the 'controlled company' status, and charter provisions that could deter changes in control - The market price of Class A common stock has been and may continue to be volatile, influenced by industry trends, market sentiment, and sales of substantial blocks of stock by insiders[312][313] - The company is a "controlled company" due to the Vanderhook Parties holding a majority of voting power (71% as of June 30, 2023), allowing them to influence key decisions and potentially deter change of control[314][315] - Charter documents and Delaware law include provisions that could delay or prevent a change in control, such as a classified board, super-majority voting for amendments, and limitations on stockholder actions[316][317] - An exclusive forum clause in the certificate of incorporation designates Delaware courts for corporate claims and federal district courts for Securities Act claims, potentially limiting stockholders' choice of judicial forum[318] General Risk Factors This section covers broad risks including evolving laws and regulations, reduced reporting requirements as an 'emerging growth company,' internal control failures, and analyst coverage impacts - The business is subject to a wide range of evolving laws and regulations (employment, consumer protection, anti-bribery, securities, tax, environmental, social), with non-compliance potentially leading to investigations, fines, and adverse effects[321] - As an "emerging growth company" and "smaller reporting company," the company benefits from reduced reporting and disclosure requirements, which might make its stock less attractive to some investors[322][323] - Failure to maintain effective internal controls could lead to inaccurate or untimely financial reporting, fraud, restatements, and negative impact on stock price and Nasdaq listing[324][325][327] - Lack of research or unfavorable reports from securities or industry analysts could cause the share price and trading volume to decline[328][329] Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities and no repurchases of Class A common stock during the quarter ended June 30, 2023 - No unregistered sales of equity securities were reported[330] - No repurchases of Class A common stock were made during the quarter ended June 30, 2023[331] Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities were reported[332] Mine Safety Disclosures This item is not applicable to the company - This item is not applicable[333] Other Information The company reported no other information for this item - No other information was reported[334] Exhibits This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including corporate governance documents, credit agreements, certifications, and XBRL data files - Key exhibits include the Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Sixth Amendment to the Revolving Credit and Security Agreement, and various certifications (302 and 906)[337] - The report also includes Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents, and the Cover Page Interactive Data File[337] Signatures This section provides the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report - The report is signed by Tim Vanderhook, Chief Executive Officer and Chairman, and Larry Madden, Chief Financial Officer, on August 7, 2023[340]