As has been the case with a number of high-profile special purpose acquisition company (SPAC) mergers, the past three years have been rather dim for most de-SPAC companies. BuzzFeed (NASDAQ:BZFD) is certainly one company that can be included in this group. BZFD stock is now trading around 25 cents per share — a far cry from the company’s $10 SPAC merger price a little more than two years ago.Of course, a lot has changed since the height of the hype-driven market in late-2021. Online media companies are stru ...

BuzzFeed, Inc. (NASDAQ:BZFD) Q3 2023 Earnings Conference Call November 2, 2023 5:00 PM ET Company Participants Amita Tomkoria - SVP of IR Jonah Peretti - Founder, Chairman & CEO Marcela Martin - President Felicia DellaFortuna - CFO Conference Call Participants Operator Good day, and thank you for standing by. Welcome to the BuzzFeed, Inc. Third Quarter 2023 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference o ...

3 • our ability to maintain the listing of our Class A common stock and warrants on The Nasdaq Stock Market LLC; and 5 | --- | --- | --- | --- | --- | --- | --- | --- | |-------------------------------------------------------------------------------|-----------|-------------|--------------------------------------|-------|------------------------------------|-------------|----------------------------------| | Revenue | Three \n$ | Ended \n$ | September 30, \n2022 \n103,733 | $ | Nine Months \n2023 \n218,353 ...

BuzzFeed, Inc. (NASDAQ:BZFD) Q2 2023 Results Conference Call August 8, 2023 5:00 PM ET Company Participants Amita Tomkoria - SVP of IR Jonah Peretti - Founder, Chairman & CEO Marcela Martin - President Felicia DellaFortuna - CFO Operator Good day, ladies and gentlemen. Thank you for standing by. Welcome to BuzzFeed's Second Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator ...

6. Property and Equipment, net Table of Contents In June 2021, in connection with the entry into the merger agreement pursuant to which Business Combination was consummated, the Company entered into subscription agreements with certain investors to sell $150.0 million aggregate principal amount of unsecured convertible notes due 2026 (i.e., the Notes). In connection with closing of the the Business Combination, the Company issued, and those investors purchased, the Notes. The Notes bear interest at a rate o ...

BuzzFeed Inc. (NASDAQ:BZFD) Q1 2023 Results Conference Call May 9, 2023 5:00 PM ET Company Participants Amita Tomkoria - SVP of IR Jonah Peretti - Founder, Chairman & CEO Marcela Martin - President Felicia DellaFortuna - CFO Operator Good afternoon, and welcome to the BuzzFeed, Inc. First Quarter 2023 Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Amita Tomkoria, Senior Vice President, Investor Relations. Please go ...

Table of Contents For the Transition Period from to Commission file number: 001-39877 ______________________________________________________________ BuzzFeed, Inc. (Exact Name of Registrant as Specified in Its Charter) ______________________________________________________________ Delaware 85-3022075 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 229 West 43rd Street New York, New York 10036 (Address of principal executive offices) (Zip Code) (646) 397-20 ...

PART I [ITEM 1. BUSINESS](index=7&type=section&id=ITEM%201.%20BUSINESS) BuzzFeed, Inc. is a leading digital media company targeting Gen Z and Millennials across food, news, pop culture, and commerce, leveraging a data-driven content flywheel and cross-platform distribution to create engaging content, drive transactions, and offer comprehensive advertising solutions - BuzzFeed is a premier digital media company for Gen Z and Millennials, driving conversation and inspiring actions across food, news, pop culture, and commerce[39](index=39&type=chunk)[458](index=458&type=chunk) - In 2022, audiences consumed over **620 million hours of content** and drove over **$500 million in attributable transactions**[9](index=9&type=chunk)[463](index=463&type=chunk)[1095](index=1095&type=chunk) - The company's portfolio includes iconic brands like BuzzFeed, Tasty, HuffPost, BuzzFeed News, and Complex Networks[39](index=39&type=chunk)[461](index=461&type=chunk)[538](index=538&type=chunk) - BuzzFeed's business model generates revenue from advertising, content, and commerce and other sources[48](index=48&type=chunk)[466](index=466&type=chunk)[586](index=586&type=chunk) - The growth strategy includes driving sustainable, profitable growth, continuing to grow and engage audiences, expanding strategic partnerships, and acting as a platform for inorganic growth through acquisitions[22](index=22&type=chunk)[441](index=441&type=chunk)[442](index=442&type=chunk)[471](index=471&type=chunk) - The company had **1,368 employees** across seven countries as of December 31, 2022, with approximately **9.8% unionized**[26](index=26&type=chunk)[374](index=374&type=chunk) - BuzzFeed values Diversity, Inclusion & Belonging (DI&B), with **43% BIPOC employees in the U.S.** and **60% global female employees** as of December 31, 2022[60](index=60&type=chunk) - The company holds **320 registered trademarks in the U.S.** and **646 in foreign jurisdictions**, including BuzzFeed, Tasty, HuffPost, BuzzFeed News, and Complex Networks[31](index=31&type=chunk)[91](index=91&type=chunk) - Revenue is typically highest in the fourth quarter due to strong advertising and consumer spending[68](index=68&type=chunk)[345](index=345&type=chunk) [ITEM 1A. RISK FACTORS](index=18&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces a wide array of risks, including adverse macroeconomic conditions impacting advertising spend, dependence on third-party platforms, intense competition for traffic and advertising, and challenges in content monetization, alongside financial, legal, regulatory, and ownership risks - Adverse economic conditions globally, including recession and inflation, could negatively impact business, financial condition, results of operations, and liquidity by affecting demand for advertising and revenue streams[72](index=72&type=chunk)[130](index=130&type=chunk)[151](index=151&type=chunk) - A significant portion of traffic and revenue is derived from third-party platforms (e.g., Facebook, YouTube, TikTok); changes to their terms, algorithms, or popularity could adversely affect the business[74](index=74&type=chunk)[98](index=98&type=chunk)[154](index=154&type=chunk)[172](index=172&type=chunk) - The company faces intense competition for traffic and advertising spend from numerous digital and traditional media outlets, requiring continuous innovation and monetization improvements[75](index=75&type=chunk)[160](index=160&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - Development and implementation of AI solutions may not be successful, potentially impairing competitiveness, causing reputational harm, or leading to litigation risks[140](index=140&type=chunk)[186](index=186&type=chunk)[206](index=206&type=chunk) - Material weaknesses in internal control over financial reporting persist, which could adversely impact the ability to produce timely and accurate financial statements and comply with regulations[141](index=141&type=chunk)[267](index=267&type=chunk)[287](index=287&type=chunk) - The company incurred a non-cash goodwill impairment charge of **$102.3 million** for the year ended December 31, 2022, due to a sustained decline in share price[294](index=294&type=chunk)[670](index=670&type=chunk) - Debt obligations, including a **$50.0 million revolving credit facility** and **$150.0 million convertible notes**, may restrict business operations and require additional capital, which may not be available on reasonable terms[123](index=123&type=chunk)[144](index=144&type=chunk)[297](index=297&type=chunk)[299](index=299&type=chunk)[328](index=328&type=chunk)[330](index=330&type=chunk) - The multi-class stock structure concentrates voting power with the CEO, Jonah Peretti (**96% of Class B common stock, 71% combined voting power**), limiting other stockholders' influence[168](index=168&type=chunk)[357](index=357&type=chunk)[384](index=384&type=chunk)[958](index=958&type=chunk) - The market price of Class A common stock and public warrants may be volatile, increasing the risk of securities-related litigation and potential loss of investment[150](index=150&type=chunk)[359](index=359&type=chunk)[387](index=387&type=chunk)[398](index=398&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=67&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments from the SEC - No unresolved staff comments[118](index=118&type=chunk) [ITEM 2. PROPERTIES](index=68&type=section&id=ITEM%202.%20PROPERTIES) The company's corporate headquarters is in New York City, occupying approximately **107,500 square feet** under a lease expiring in **2025**, with additional facilities leased globally, and is evaluating office space needs due to a flexible work model - Corporate headquarters in New York City (**107,500 sq ft**, lease expires **2025**)[120](index=120&type=chunk) - Leases other facilities in New York, California, Australia, Canada, India, Japan, Mexico, and the U.K.[120](index=120&type=chunk) - Evaluating needs for office space due to flexible work model and may sublease certain offices[76](index=76&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=68&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is involved in ordinary course legal proceedings, including two mass arbitrations initiated in **March 2022** by former employees, which were permanently enjoined by the Delaware Court of Chancery in **October 2022**, with no material adverse effect on financial position expected - Two mass arbitrations were initiated on **March 15, 2022**, by **91 former employees** alleging harm from inability to convert and sell Class B common stock after the Business Combination[78](index=78&type=chunk)[806](index=806&type=chunk) - The Delaware Court of Chancery granted the company's motion to permanently enjoin the claimants' arbitration claims on **October 28, 2022**[79](index=79&type=chunk)[778](index=778&type=chunk) - The company does not believe the final outcome of these legal matters will have a material adverse effect on its financial position, results of operations, or cash flows[81](index=81&type=chunk)[780](index=780&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=68&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[82](index=82&type=chunk)[1037](index=1037&type=chunk) PART II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=70&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) BuzzFeed's Class A common stock and public warrants are listed on Nasdaq under symbols **"BZFD"** and **"BZFDW"** respectively, with **275 holders of Class A common stock** as of **March 14, 2023**, and the company has never paid cash dividends, prioritizing reinvestment in business growth - Class A common stock (**BZFD**) and public warrants (**BZFDW**) are listed on Nasdaq[412](index=412&type=chunk)[1057](index=1057&type=chunk) - As of **March 14, 2023**, Class A common stock closing price was **$0.95 per share**, and public warrants were **$0.095 per warrant**[1057](index=1057&type=chunk) - As of **March 14, 2023**, there were **275 holders of Class A common stock**, **19 of Class B**, **one of Class C**, and **five of public warrants**[1057](index=1057&type=chunk) - The company has never declared or paid cash dividends and does not intend to for the foreseeable future, expecting to retain earnings for business growth[1058](index=1058&type=chunk) - No issuer purchases of equity securities were made for the year ended December 31, 2022[1060](index=1060&type=chunk) [ITEM 6. [RESERVED]](index=70&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and contains no information - This item is reserved[1062](index=1062&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=71&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides an overview of BuzzFeed's financial condition and operational results, highlighting the impact of acquisitions and restructuring efforts, with a net loss of **$201.3 million** in **2022** despite a **10% revenue increase**, driven by macroeconomic challenges and impairment charges, while focusing on liquidity management - BuzzFeed is a premier digital media company targeting Gen Z and Millennials, with a mission to spread truth, joy, and creativity[1065](index=1065&type=chunk)[1045](index=1045&type=chunk) - The Business Combination on **December 3, 2021**, involved the merger with 890 5th Avenue Partners, Inc. and the acquisition of Complex Networks, leading to BuzzFeed, Inc. being renamed[7](index=7&type=chunk)[1047](index=1047&type=chunk)[1098](index=1098&type=chunk) - Restructuring efforts in **2022** included a **12% workforce reduction** (**172 employees**) and organizational changes, resulting in **$15.0 million in restructuring costs**[86](index=86&type=chunk)[1099](index=1099&type=chunk)[1071](index=1071&type=chunk)[1225](index=1225&type=chunk) - Macroeconomic factors (inflation, rising interest rates, geopolitical issues) adversely impacted advertising and content revenue in **2022** and are expected to continue in **2023**[1073](index=1073&type=chunk)[212](index=212&type=chunk) - The COVID-19 pandemic initially boosted commerce revenue but growth decelerated in **2021-2022** as consumers returned to physical stores and supply chains faced disruptions[1074](index=1074&type=chunk)[1102](index=1102&type=chunk)[1266](index=1266&type=chunk) Operational Highlights (2020-2022) | GAAP | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Total revenue | $436,674 | $397,564 | $321,324 | | (Loss) income from operations | $(184,307) | $(25,154) | $12,138 | | Net (loss) income | $(201,326) | $25,876 | $11,156 | | **Non-GAAP** | | | | | Adjusted EBITDA (1) | $488 | $41,516 | $30,813 | | **Non-Financial** | | | | | Time Spent (2) (in thousands of hours) | 624,235 | 788,584 | 741,387 | | —% on owned and operated properties | 47% | 35% | 36% | | —% on third-party platforms | 53% | 65% | 64% | - Time Spent decreased by **21%** in **2022**, primarily due to a decline in Facebook-referred traffic, partially offset by Complex Networks' contributions[1077](index=1077&type=chunk) Revenue by Type (2021 vs 2022) | (In thousands) | Year Ended 2022 | December 31, 2021 | 2021 to 2022 % Change | | :--- | :--- | :--- | :--- | | Advertising | $202,830 | $205,794 | (1)% | | Content | $165,750 | $130,200 | 27% | | Commerce and other | $68,094 | $61,570 | 11% | | **Total revenue** | **$436,674** | **$397,564** | **10%** | - Advertising revenue decreased by **1%** in **2022**, with a **5% increase** on owned/operated properties (driven by Complex Networks) offset by a **22% decrease** on third-party platforms[1138](index=1138&type=chunk) - Content revenue increased by **27%** in **2022**, largely due to Complex Networks (**$44.5 million**) and feature films/content licensing (**$6.8 million**), but partially offset by a **$15.7 million decrease** in consumer spending[1120](index=1120&type=chunk) - Commerce and other revenue increased by **11%** in **2022**, mainly from Complex Networks (**$16.5 million** from events), but offset by a **$10.0 million decrease** from Facebook-referred traffic and reduced online purchasing post-COVID-19[1091](index=1091&type=chunk) Adjusted EBITDA Reconciliation (2020-2022) | (In thousands) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net (loss) income | $(201,326) | $25,876 | $11,156 | | Income tax provision (benefit) | $2,026 | $(26,404) | $941 | | Interest expense, net | $21,155 | $2,885 | $923 | | Other expense (income), net | $3,076 | $3,974 | $(882) | | Depreciation and amortization | $35,073 | $22,860 | $17,486 | | Stock-based compensation | $21,605 | $23,565 | $1,189 | | Change in fair value of warrant liabilities | $(4,543) | $(4,740) | $0 | | Change in fair value of derivative liability | $(4,695) | $(26,745) | $0 | | Restructuring | $15,043 | $3,645 | $0 | | Impairment expense | $104,500 | $0 | $0 | | Transaction-related costs | $5,132 | $15,295 | $0 | | Litigation costs | $1,920 | $0 | $0 | | Public company readiness costs | $1,522 | $1,305 | $0 | | **Adjusted EBITDA** | **$488** | **$41,516** | **$30,813** | - Net cash used in operating activities was **$7.9 million** in **2022**, a significant decrease from **$0.8 million** provided in **2021**, primarily due to increased net loss and changes in lease liabilities[1170](index=1170&type=chunk) - As of December 31, 2022, the company had **$55.8 million in unrestricted cash and cash equivalents** and **$1.0 million available** under its **$50.0 million Revolving Credit Facility**[1158](index=1158&type=chunk)[1263](index=1263&type=chunk) - The company issued **$150.0 million in unsecured convertible notes due 2026**, bearing **8.50% interest per annum**[1069](index=1069&type=chunk)[1166](index=1166&type=chunk)[1197](index=1197&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=97&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to market risks primarily related to foreign currency exchange rates, interest rate fluctuations, and equity investment valuations, with foreign currency fluctuations negatively impacting international revenue and operating results - The company is exposed to foreign currency exchange risk, primarily from British pound, Japanese yen, and Canadian dollar fluctuations, which can negatively affect revenue and operating results when the U.S. dollar strengthens[477](index=477&type=chunk)[479](index=479&type=chunk) - Interest rate fluctuation risk primarily relates to the variable interest on the Revolving Credit Facility and interest earned on money market funds; a hypothetical **10% change** would not materially impact financial statements for **2022** and **2021**[480](index=480&type=chunk) - Equity investment risk involves a **$3.6 million investment** in a privately-held company, accounted for at cost less impairment, with qualitative assessments performed for impairment triggers[481](index=481&type=chunk)[557](index=557&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=99&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the audited consolidated financial statements for BuzzFeed, Inc. and its subsidiaries for the fiscal years ended **December 31, 2022, 2021, and 2020**, including the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Operations, Comprehensive (Loss) Income, Stockholders' Equity (Deficit), Cash Flows, and Notes, all prepared in conformity with GAAP - The financial statements present fairly, in all material respects, the financial position as of **December 31, 2022** and **2021**, and results of operations and cash flows for the three years ended **December 31, 2022**, in conformity with GAAP[486](index=486&type=chunk) - The company changed its method of accounting for leases effective **January 1, 2022**, due to the adoption of ASC Topic 842, Leases[487](index=487&type=chunk) Consolidated Balance Sheets (as of December 31, 2022 and 2021) | | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Current assets | $198,607 | $251,659 | | Property and equipment, net | $17,774 | $23,052 | | Right-of-use assets | $66,581 | — | | Capitalized software costs, net | $19,259 | $16,554 | | Intangible assets, net | $121,329 | $136,513 | | Goodwill | $91,632 | $194,881 | | Prepaid expenses and other assets | $14,790 | $14,555 | | **Total assets** | **$529,972** | **$637,214** | | **Liabilities and Stockholders' Equity** | | | | Current liabilities | $122,872 | $94,146 | | Noncurrent lease liabilities | $59,315 | — | | Debt | $152,253 | $141,878 | | Derivative liability | $180 | $4,875 | | Warrant liabilities | $395 | $4,938 | | Other liabilities | $403 | $3,992 | | **Total liabilities** | **$335,418** | **$262,333** | | Redeemable noncontrolling interest | — | $2,294 | | Total stockholders' equity | $194,554 | $372,587 | | **Total liabilities and stockholders' equity** | **$529,972** | **$637,214** | Consolidated Statements of Operations (for the years ended December 31, 2022, 2021, and 2020) | | For the Year Ended December 31, | | :--- | :--- | :--- | :--- | | | 2022 | 2021 | 2020 | | Revenue | $436,674 | $397,564 | $321,324 | | Total costs and expenses | $620,981 | $422,718 | $309,186 | | (Loss) income from operations | $(184,307) | $(25,154) | $12,138 | | Other (expense) income, net | $(3,076) | $(3,974) | $882 | | Interest expense, net | $(21,155) | $(2,885) | $(923) | | Change in fair value of warrant liabilities | $4,543 | $4,740 | $0 | | Change in fair value of derivative liability | $4,695 | $26,745 | $0 | | (Loss) income before income taxes | $(199,300) | $(528) | $12,097 | | Income tax provision (benefit) | $2,026 | $(26,404) | $941 | | Net (loss) income | $(201,326) | $25,876 | $11,156 | | Net (loss) income attributable to BuzzFeed, Inc. | $(200,957) | $24,712 | $10,336 | | Net loss per common share, basic | $(1.45) | $0.00 | $0.00 | | Net loss per common share, diluted | $(1.45) | $(0.03) | $0.00 | | Weighted average common shares outstanding, basic | 138,148 | 27,048 | 11,942 | | Weighted average common shares outstanding, diluted | 138,148 | 28,001 | 11,942 | Consolidated Statements of Cash Flows (for the years ended December 31, 2022, 2021, and 2020) | | For the Year Ended December 31, | | :--- | :--- | :--- | :--- | | | 2022 | 2021 | 2020 | | Cash (used in) provided by operating activities | $(7,857) | $797 | $27,553 | | Cash used in investing activities | $(17,285) | $(208,028) | $(14,803) | | Cash provided by financing activities | $3,176 | $181,823 | $19,455 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(23,959) | $(26,393) | $32,102 | | Cash, cash and cash equivalents and restricted cash at end of year | $55,774 | $79,733 | $106,126 | [1. Description of the Business](index=108&type=section&id=1.%20Description%20of%20the%20Business) BuzzFeed, Inc. is a digital media company targeting diverse, online, and socially connected generations with brands across food, news, pop culture, and commerce, operating as a single reportable segment, having incurred a net loss of **$201.3 million** and used **$7.9 million** in cash from operations in **2022**, with **$55.8 million** in unrestricted cash and **$1.0 million** available under its Revolving Credit Facility as of **December 31, 2022** - BuzzFeed is a premier digital media company with brands like BuzzFeed, Tasty, HuffPost, BuzzFeed News, and Complex Networks, deriving revenue from advertising, content, and commerce[538](index=538&type=chunk) - The company operates as a single reportable segment[538](index=538&type=chunk)[810](index=810&type=chunk) - In **2022**, the company incurred a net loss of **$201.3 million** and used **$7.9 million** in net cash flows from operations, with an accumulated deficit of **$523.1 million**[233](index=233&type=chunk)[109](index=109&type=chunk)[1263](index=1263&type=chunk) - As of **December 31, 2022**, unrestricted cash and cash equivalents were **$55.8 million**, with **$1.0 million available** under the **$50.0 million Revolving Credit Facility**[233](index=233&type=chunk)[109](index=109&type=chunk)[1263](index=1263&type=chunk) - The company expects to generate sufficient liquidity to fund operations for the next twelve months, despite macroeconomic challenges and integration efforts[214](index=214&type=chunk)[235](index=235&type=chunk)[109](index=109&type=chunk)[1265](index=1265&type=chunk) [2. Summary of Significant Accounting Policies](index=111&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines BuzzFeed's significant accounting policies, including consolidation principles, use of estimates, fair value measurements (categorized into Level 1, 2, and 3 inputs), and accounting for various assets and liabilities, as well as revenue and expense recognition, income tax accounting, stock-based compensation, foreign currency translation, and recently adopted accounting pronouncements like ASC 842 for leases and ASU 2020-06 for convertible instruments - Consolidated financial statements include BuzzFeed, Inc. and its wholly-owned and majority-owned subsidiaries, prepared in accordance with GAAP[571](index=571&type=chunk) - Key estimates and assumptions relate to revenue recognition, fair values of acquired intangible assets, deferred income tax valuation allowances, doubtful accounts, derivative liability, stock-based compensation, and useful lives of assets[573](index=573&type=chunk) - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[546](index=546&type=chunk)[548](index=548&type=chunk)[574](index=574&type=chunk) Allowance for Doubtful Accounts Activity (2020-2022) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Balance as of January 1, | $1,094 | $1,387 | $1,122 | | Additions | $2,582 | $703 | $1,208 | | Write-offs, net of recoveries | $(1,797) | $(996) | $(943) | | Balance as of December 31, | $1,879 | $1,094 | $1,387 | - Revenue is primarily generated from advertising services, content creation (promotional, feature films, licensing), and commerce (affiliate marketplace, live/virtual events)[586](index=586&type=chunk)[587](index=587&type=chunk)[588](index=588&type=chunk)[589](index=589&type=chunk)[591](index=591&type=chunk) - The company adopted ASC 842 (Leases) on **January 1, 2022**, using the modified retrospective method, recording **$77.8 million in right-of-use assets** and **$96.0 million in lease liabilities**[630](index=630&type=chunk) - Early adopted ASU 2020-06 (Convertible Instruments) effective **January 1, 2021**, which did not have a material impact[632](index=632&type=chunk) [3. Acquisitions and Dispositions](index=122&type=section&id=3.%20Acquisitions%20and%20Dispositions) This section details BuzzFeed's acquisition activities, specifically the Complex Networks acquisition in **December 2021** for **$294.2 million** (cash and shares) and the HuffPost acquisition in **February 2021** for **$23.6 million** (shares), alongside the disposition of certain international subsidiaries in **2021** and **2020**, and a **$102.3 million goodwill impairment charge** recorded in **Q4 2022** Complex Networks Acquisition Consideration (December 3, 2021) | | | | :--- | :--- | | (1) Cash consideration | $197,966 | | (2) Share consideration | $96,200 | | **Total consideration** | **$294,166** | - The Complex Networks acquisition contributed **$18.5 million of revenue** and **$1.2 million of net income** for the year ended **December 31, 2021**[637](index=637&type=chunk) HuffPost Acquisition Consideration (February 16, 2021) | | | | :--- | :--- | | (1) Fair value of common stock issued | $23,574 | | Working capital adjustments | $0 | | **Total consideration** | **$23,574** | - The HuffPost acquisition contributed **$30.3 million of revenue** for the year ended **December 31, 2021**, with no material impact on net loss[667](index=667&type=chunk) - Disposed of HuffPost Italy, Korea, and France in **2021**, and BuzzFeed Brazil in **2020**, for nominal consideration, recognizing losses of **$1.2 million** and **$0.7 million** respectively[668](index=668&type=chunk)[669](index=669&type=chunk) - A non-cash goodwill impairment expense of **$102.3 million** was recorded in **Q4 2022** due to a sustained decline in share price, which pushed market capitalization below carrying value[670](index=670&type=chunk) [4. Revenue Recognition](index=127&type=section&id=4.%20Revenue%20Recognition) BuzzFeed recognizes revenue by depicting the transfer of promised goods or services to customers, disaggregated by nature of arrangements (advertising, content, commerce and other) and geography (United States, International), with specific recognition criteria for each type, and reports contract assets and liabilities - Revenue is recognized when promised goods or services are transferred to customers[618](index=618&type=chunk) Revenue Disaggregated by Nature of Arrangements (2020-2022) | | 2022 | Year Ended December 31, 2021 | 2020 | | :--- | :--- | :--- | :--- | | Advertising | $202,830 | $205,794 | $149,704 | | Content | $165,750 | $130,200 | $119,846 | | Commerce and other | $68,094 | $61,570 | $51,774 | | | **$436,674** | **$397,564** | **$321,324** | Revenue Disaggregated by Geography (2020-2022) | Revenue: | 2022 | Year Ended December 31, 2021 | 2020 | | :--- | :--- | :--- | :--- | | United States | $396,668 | $352,280 | $292,107 | | International | $40,006 | $45,284 | $29,217 | | **Total** | **$436,674** | **$397,564** | **$321,324** | - Contract assets (unbilled receivables) totaled **$12.1 million** in **2022** and **$13.3 million** in **2021**[674](index=674&type=chunk) - Deferred revenue (contract liabilities) totaled **$8.8 million** in **2022** and **$1.7 million** in **2021**, with **$1.1 million recognized** in **2022** from the **2021** balance[648](index=648&type=chunk) [5. Fair Value Measurements](index=129&type=section&id=5.%20Fair%20Value%20Measurements) This section details the fair value measurements of BuzzFeed's financial assets and liabilities, categorized into Level 1, 2, and 3 inputs, with money market funds (**$1.154 million**) as Level 1 assets and a derivative liability (**$0.180 million**) as Level 3, and warrant liabilities (**$0.395 million total**) as of **December 31, 2022** Fair Value Measurements (as of December 31, 2022) | | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | **Assets:** | | | | | | Cash equivalents: Money market funds | $1,154 | $0 | $0 | $1,154 | | **Total** | **$1,154** | **$0** | **$0** | **$1,154** | | **Liabilities:** | | | | | | Derivative liability | $0 | $0 | $180 | $180 | | Other non-current liabilities: Public Warrants | $384 | $0 | $0 | $384 | | Private Warrants | $0 | $11 | $0 | $11 | | **Total** | **$384** | **$11** | **$180** | **$575** | Fair Value Measurements (as of December 31, 2021) | | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | **Assets:** | | | | | | Cash equivalents: Money market funds | $1 | $0 | $0 | $1 | | **Total** | **$1** | **$0** | **$0** | **$1** | | **Liabilities:** | | | | | | Derivative liability | $0 | $0 | $4,875 | $4,875 | | Other non-current liabilities: Public Warrants | $4,792 | $0 | $0 | $4,792 | | Private Warrants | $0 | $146 | $0 | $146 | | **Total** | **$4,792** | **$146** | **$4,875** | **$9,813** | - Public Warrants are classified as Level 1, with fair value determined by Nasdaq closing price (**$0.04 in 2022, $0.50 in 2021**)[705](index=705&type=chunk) - The derivative liability (related to convertible notes) is a Level 3 instrument, valued using a binomial lattice model with significant unobservable inputs like expected term (**3.9 years in 2022, 4.9 years in 2021**) and volatility (**76.6% in 2022, 31.5% in 2021**)[530](index=530&type=chunk)[679](index=679&type=chunk)[680](index=680&type=chunk)[707](index=707&type=chunk) Derivative Liability Activity (2021-2022) | | Derivative Liability | | :--- | :--- | | Balance as of December 31, 2020 | $0 | | Issuance of Notes | $31,620 | | Change in fair value of derivative liability | $(26,745) | | Balance as of December 31, 2021 | $4,875 | | Change in fair value of derivative liability | $(4,695) | | Balance as of December 31, 2022 | $180 | [6. Property and Equipment, net](index=131&type=section&id=6.%20Property%20and%20Equipment%2C%20net) Property and equipment, net, totaled **$17.8 million** as of **December 31, 2022**, down from **$23.1 million** in **2021**, primarily due to a **$2.2 million impairment charge** recorded in **2022** related to leasehold improvements and right-of-use assets of the former corporate headquarters Property and Equipment, Net (as of December 31, 2022 and 2021) | | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Leasehold improvements | $50,688 | $47,573 | | Furniture and fixtures | $6,069 | $6,029 | | Computer equipment | $5,629 | $5,134 | | Video equipment | $792 | $648 | | | **$63,178** | **$59,384** | | Less: Accumulated depreciation | $(45,404) | $(36,332) | | | **$17,774** | **$23,052** | - Depreciation totaled **$10.2 million**, **$8.3 million**, and **$8.1 million** for the years ended **December 31, 2022, 2021, and 2020**, respectively[527](index=527&type=chunk) - An impairment charge of **$2.2 million** was recorded in **2022** for leasehold improvements (**$0.8 million**) and right-of-use assets (**$1.4 million**) related to the sublease of the former corporate headquarters[524](index=524&type=chunk)[708](index=708&type=chunk)[1146](index=1146&type=chunk) [7. Capitalized Software Costs, net](index=132&type=section&id=7.%20Capitalized%20Software%20Costs%2C%20net) Capitalized software costs, net, amounted to **$19.3 million** as of **December 31, 2022**, an increase from **$16.6 million** in **2021**, with **$12.4 million** capitalized and **$9.7 million** amortized in **2022** Capitalized Software Costs, Net (as of December 31, 2022 and 2021) | | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Website and internal-use software | $75,871 | $81,908 | | Less: Accumulated amortization | $(56,612) | $(65,354) | | | **$19,259** | **$16,554** | - Capitalized **$12.4 million**, **$11.0 million**, and **$9.8 million** in internal-use software costs for **2022, 2021, and 2020**, respectively[709](index=709&type=chunk) - Amortized **$9.7 million**, **$11.1 million**, and **$9.4 million** for **2022, 2021, and 2020**, respectively[709](index=709&type=chunk) [8. Goodwill and Intangibles, net](index=132&type=section&id=8.%20Goodwill%20and%20Intangibles%2C%20net) Goodwill decreased significantly to **$91.6 million** as of **December 31, 2022**, from **$194.9 million** in **2021**, primarily due to a **$102.3 million impairment charge**, while intangible assets, net, were **$121.3 million** in **2022**, with trademarks and trade names as the largest component and **$15.2 million** in amortization expense Goodwill Activities (2020-2022) | | | | :--- | :--- | | Balance as of December 31, 2020 | $0 | | HuffPost Acquisition | $5,490 | | C Acquisition | $189,391 | | Balance as of December 31, 2021 | $194,881 | | C Acquisition Measurement Period Adjustments | $(909) | | Goodwill Impairment | $(102,340) | | **Balance as of December 31, 2022** | **$91,632** | Intangible Assets, Net (as of December 31, 2022 and 2021) | | Weighted Average Remaining Useful Lives (in years) | Gross Carrying Value (2022) | Accumulated Amortization (2022) | Net Carrying Value (2022) | Gross Carrying Value (2021) | Accumulated Amortization (2021) | Net Carrying Value (2021) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Acquired Technology | 2 years | $10,600 | $5,279 | $5,321 | $10,600 | $1,745 | $8,855 | | Trademarks and Trade Names | 14 years | $111,000 | $8,756 | $102,244 | $111,000 | $1,356 | $109,644 | | Trademarks and Trade Names (Indefinite) | Indefinite | $1,368 | $0 | $1,368 | $1,368 | $0 | $1,368 | | Customer Relationships | 3 years | $17,000 | $4,604 | $12,396 | $17,000 | $354 | $16,646 | | **Total** | | **$139,968** | **$18,639** | **$121,329** | **$139,968** | **$3,455** | **$136,513** | - Amortization expense for intangible assets was **$15.2 million** in **2022** and **$3.5 million** in **2021**[710](index=710&type=chunk) Estimated Future Amortization Expense (as of December 31, 2022) | Year | Amount | | :--- | :--- | | 2023 | $15,183 | | 2024 | $13,438 | | 2025 | $11,296 | | 2026 | $7,400 | | 2027 | $7,400 | | Thereafter | $65,244 | | | **$119,961** | [9. Debt](index=133&type=section&id=9.%20Debt) BuzzFeed's debt includes a **$50.0 million Revolving Credit Facility** and **$150.0 million in unsecured convertible notes due 2026**, with **$33.5 million** outstanding borrowings and **$1.0 million** unused capacity under the facility as of **December 31, 2022**, and the convertible notes bear **8.50% annual interest** and are convertible into Class A common stock at **$12.50 per share** - The company has a **$50.0 million Revolving Credit Facility**, maturing **December 30, 2025**, with interest at SOFR + **3.75%-4.25%**[690](index=690&type=chunk)[711](index=711&type=chunk)[1163](index=1163&type=chunk)[1164](index=1164&type=chunk) - As of **December 31, 2022**, outstanding borrowings were **$33.5 million**, letters of credit were **$15.5 million**, and unused borrowing capacity was **$1.0 million**[712](index=712&type=chunk)[1165](index=1165&type=chunk) - The Revolving Credit Facility requires maintaining at least **$25.0 million** in unrestricted cash and limits additional debt, dividends, and investments[1195](index=1195&type=chunk)[1218](index=1218&type=chunk) - Issued **$150.0 million in unsecured convertible notes due 2026**, bearing **8.50% interest per annum**, convertible into approximately **12,000,000 shares of Class A common stock** at an initial conversion price of **$12.50**[692](index=692&type=chunk)[1166](index=1166&type=chunk)[1199](index=1199&type=chunk) - Holders have the right to require repurchase of notes upon a fundamental change (**101% of principal**) or after the third anniversary of issuance (**100% of principal**)[715](index=715&type=chunk)[1200](index=1200&type=chunk) - The fair value of the Notes was approximately **$99.8 million** as of **December 31, 2022**[716](index=716&type=chunk) Net Carrying Amount of Convertible Notes (as of December 31, 2022 and 2021) | | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Principal outstanding | $150,000 | $150,000 | | Unamortized debt discount and issuance costs | $(31,252) | $(36,627) | | **Net carrying value** | **$118,748** | **$113,373** | - Interest expense on the Notes was **$18.2 million** in **2022** and **$1.3 million** in **2021**, with an effective interest rate of **15%**[745](index=745&type=chunk) [10. Redeemable Noncontrolling Interest](index=135&type=section&id=10.%20Redeemable%20Noncontrolling%20Interest) This section describes the redeemable noncontrolling interest in BuzzFeed Japan, initially held by Yahoo Japan, which was diluted following a merger with HuffPost Japan in **May 2021**, and subsequently reclassified to nonredeemable noncontrolling interest within permanent equity after Yahoo Japan transferred its interests on **May 17, 2022** - Redeemable noncontrolling interest represented Yahoo Japan's interest in BuzzFeed Japan, which was puttable to the company under certain conditions[695](index=695&type=chunk) - On **May 1, 2021**, a merger with HuffPost Japan diluted Yahoo Japan's interest in the combined entity to **24.5%**[695](index=695&type=chunk) - On **May 17, 2022**, Yahoo Japan transferred its interests to other third parties, resulting in the reclassification of the redeemable noncontrolling interest to nonredeemable noncontrolling interest within permanent equity[718](index=718&type=chunk) Reconciliation of Changes in Redeemable Noncontrolling Interest (2020-2022) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Balance as of January 1, | $2,294 | $848 | $28 | | Merger of BuzzFeed Japan and HuffPost Japan | $0 | $510 | $0 | | Allocation of net income | $164 | $936 | $820 | | Reclassification into permanent equity | $(2,458) | $0 | $0 | | **Balance as of December 31,** | **$0** | **$2,294** | **$848** | [11. Stockholders' Equity](index=137&type=section&id=11.%20Stockholders%27%20Equity) This section details BuzzFeed's stockholders' equity, including the authorization of Class A, B, and C common stock, and preferred stock, outlining the **2021 Equity Incentive Plan (EIP)** with **31.2 million shares reserved** and automatic annual increases, and reporting **$21.6 million** in stock-based compensation expense in **2022** - Authorized **700,000,000 shares of Class A common stock** (one vote), **20,000,000 shares of Class B common stock** (fifty votes), and **10,000,000 shares of Class C common stock** (non-voting)[697](index=697&type=chunk) - The **2021 Equity Incentive Plan (EIP)** reserved **31,206,550 shares of Class A common stock** for awards, with automatic annual increases of **5% of outstanding common stock**[752](index=752&type=chunk) Stock-Based Compensation Cost (2020-2022) | | 2022 | Year Ended December 31, 2021 | 2020 | | :--- | :--- | :--- | :--- | | Cost of revenue, excluding depreciation and amortization | $3,895 | $2,788 | $109 | | Sales and marketing | $3,058 | $4,829 | $60 | | General and administrative | $10,759 | $15,052 | $977 | | Research and development | $3,893 | $896 | $43 | | **Total** | **$21,605** | **$23,565** | **$1,189** | Stock Option Activity (as of December 31, 2022) | | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Term (years) | Aggregate Intrinsic Value | | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2021 | 4,560 | $6.29 | 3.07 | $2,670 | | Granted | 2,365 | $4.78 | | | | Exercised | (412) | $0.96 | | | | Forfeited | (360) | $5.79 | | | | Expired | (2,177) | $5.92 | | | | **Balance as of December 31, 2022** | **3,976** | **$6.20** | **3.80** | **$0** | | Expected to vest at December 31, 2022 | 3,976 | $6.20 | 3.80 | $0 | | Exercisable at December 31, 2022 | 3,275 | $6.34 | 2.70 | $0 | - The fair value of stock options is estimated using the Black-Scholes model, with expected volatility based on similar public companies due to limited trading history[518](index=518&type=chunk)[753](index=753&type=chunk)[1211](index=1211&type=chunk) Restricted Stock Unit (RSU) Activity (as of December 31, 2022) | | Shares | Weighted Average Grant-Date Fair Value | | :--- | :--- | :--- | | Outstanding as of December 31, 2021 | 5,235 | $8.88 | | Granted | 8,125 | $3.12 | | Vested | (4,617) | $8.21 | | Forfeited | (1,248) | $5.65 | | **Outstanding as of December 31, 2022** | **7,495** | **$3.59** | - Unrecognized compensation costs related to RSUs were approximately **$15.0 million** as of **December 31, 2022**[725](index=725&type=chunk) - The board waived the liquidity condition for **2.4 million 'Liquidity 1 RSUs'** on **May 12, 2022**, resulting in an **$8.2 million cumulative catch-up adjustment** for stock-based compensation expense[519](index=519&type=chunk)[754](index=754&type=chunk)[1049](index=1049&type=chunk) - An Escrow Agreement for **1,200,000 shares of Class A or B common stock** for CEO Jonah Peretti was accounted for as a compensatory stock-based award with a market condition, recognizing **$5.4 million fair value** as general and administrative expense[726](index=726&type=chunk)[755](index=755&type=chunk) [12. Net Loss Per Share](index=141&type=section&id=12.%20Net%20Loss%20Per%20Share) Net loss per share is computed using the two-class method, with basic and diluted net loss per share being the same for Class A, B, and C common stock due to equal per-share dividends, resulting in **$(1.45)** for **2022**, and excluding anti-dilutive securities from the calculation - Net loss per share is computed using the two-class method[756](index=756&type=chunk) - Basic and diluted net loss per share were the same for Class A, B, and C common stock because holders are entitled to equal per share dividends[758](index=758&type=chunk) Computation of Basic and Diluted Net Income (Loss) Per Share (2020-2022) | | 2022 | Year Ended December 31, 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Numerator:** | | | | | Net (loss) income | $(201,326) | $25,876 | $11,156 | | Net loss attributable to holders of Class A, Class B, and Class C common stock for basic net loss per share | $(200,957) | $0 | $0 | | Net loss attributable to holders of Class A, Class B, and Class C common stock for diluted net loss per share | $(200,957) | $(716) | $0 | | **Denominator:** | | | | | Weighted average common shares outstanding, basic | 138,148 | 27,048 | 11,942 | | Weighted average common shares outstanding, diluted | 138,148 | 28,001 | 11,942 | | **Net loss per common share, basic** | **$(1.45)** | **$0.00** | **$0.00** | | **Net loss per common share, diluted** | **$(1.45)** | **$(0.03)** | **$0.00** | Securities Excluded from Diluted Net Loss Per Share (2020-2022) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Stock options | 3,976 | 4,560 | 9,831 | | Restricted stock units | 7,495 | 2,779 | 0 | | Warrants | 9,876 | 9,876 | 0 | | Convertible preferred stock | 0 | 0 | 94,360 | [13. Income Taxes](index=144&type=section&id=13.%20Income%20Taxes) BuzzFeed's income tax provision for **2022** was **$2.0 million**, a significant change from a **$26.4 million benefit** in **2021**, with an effective tax rate of **(1.0)%** in **2022** differing from the **21% U.S. federal statutory rate** due to a valuation allowance and non-deductible goodwill impairment, despite substantial U.S. federal and state net operating loss (NOL) carryforwards Provision (Benefit) for Income Taxes (2020-2022) | | 2022 | Year Ended December 31, 2021 | 2020 | | :--- | :--- | :--- | :--- | | Current (benefit) / provision | $2,835 | $1,762 | $829 | | Deferred (benefit) / provision | $(809) | $(28,166) | $112 | | **Total (benefit) / provision** | **$2,026** | **$(26,404)** | **$941** | - Effective tax rate was **(1.0)% in 2022**, **5,000.8% in 2021**, and **7.8% in 2020**[735](index=735&type=chunk) - The **2022** effective tax rate differed from the **21% U.S. federal statutory rate** primarily due to a valuation allowance against net deferred tax assets and impairment of non-deductible goodwill[735](index=735&type=chunk) Significant Components of Deferred Tax Assets and Liabilities (as of December 31, 2022 and 2021) | | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Deferred tax assets** | | | | Net operating loss carryforwards | $99,315 | $93,592 | | Accruals | $2,295 | $3,503 | | Stock-based compensation | $2,834 | $6,380 | | Bad debt | $351 | $241 | | Deferred rent | $0 | $4,167 | | Interest expense | $5,509 | $735 | | Lease liabilities | $20,022 | $0 | | Section 174 capitalized R&D costs | $9,826 | $0 | | Capitalized production expenses | $2,384 | $0 | | Other | $99 | $691 | | **Total deferred tax asset** | **$142,635** | **$109,309** | | Valuation allowance | $(86,515) | $(66,848) | | **Net deferred tax asset** | **$56,120** | **$42,461** | | **Deferred tax liabilities** | | | | Deferred state income tax | $(2,178) | $(1,596) | | Operating lease, right-of-use asset | $(16,078) | $0 | | Depreciation and amortization | $(1,529) | $(1,905) | | Intangible assets | $(33,131) | $(37,352) | | **Total deferred tax liability** | **$(52,916)** | **$(40,853)** | | **Net deferred tax asset (liability)** | **$3,204** | **$1,608** | - As of **December 31, 2022**, the company had **$337.4 million in U.S. federal NOLs** (some expiring **2030-2037**, some indefinite) and **$11.8 million in state NOLs** (expiring **2025-2042**)[364](index=364&type=chunk)[795](index=795&type=chunk) - Foreign NOL carryforwards include **$2.5 million in Canada**, **$4.2 million in Japan**, and indefinite carryforward periods for Spain (**$1.4 million**) and the U.K. (**$24.4 million**)[795](index=795&type=chunk) - A full valuation allowance is maintained against U.S. deferred tax assets due to uncertainty of realization, increasing by **$19.7 million** in **2022**[738](index=738&type=chunk) [14. Restructuring Costs](index=149&type=section&id=14.%20Restructuring%20Costs) BuzzFeed incurred **$15.0 million** in aggregate restructuring costs in **2022**, primarily from a **12% global workforce reduction** (**172 employees**) and organizational changes related to Complex Networks integration and audience shifts, with an additional **$3.5 million** for BuzzFeed News repositioning in **2022** and **$3.6 million** in severance costs for HuffPost restructuring in **2021** - In **2022**, the Board authorized a **12% global workforce reduction** (**172 employees**) due to macroeconomic conditions, Complex Networks integration, and audience shift to short-form video[769](index=769&type=chunk)[1099](index=1099&type=chunk) - Aggregate restructuring costs in **2022** were approximately **$15.0 million**, mainly severance and related benefits[769](index=769&type=chunk)[1071](index=1071&type=chunk)[1225](index=1225&type=chunk) - These costs were allocated to cost of revenue (**$8.3 million**), sales and marketing (**$3.2 million**), general and administrative (**$1.2 million**), and research and development (**$2.3 million**) in **2022**[1071](index=1071&type=chunk)[1225](index=1225&type=chunk) - Approximately **$9.7 million** of **2022** restructuring costs were related to the workforce reduction plan[769](index=769&type=chunk)[1099](index=1099&type=chunk) - An additional **$3.5 million** in restructuring costs was incurred in **2022** for a strategic repositioning of BuzzFeed News[797](index=797&type=chunk)[1050](index=1050&type=chunk) - In **2021**, **$3.6 million in severance costs** were incurred for HuffPost restructuring[742](index=742&type=chunk)[1100](index=1100&type=chunk) [15. Leases](index=151&type=section&id=15.%20Leases) BuzzFeed leases office space under non-cancelable operating leases, accounted for under ASC 842, with right-of-use assets of **$66.6 million** and total lease liabilities of **$82.7 million** as of **December 31, 2022**, and a total lease cost of **$20.3 million** for **2022**, net of sublease income from its former corporate headquarters - The company leases office space under non-cancelable operating leases with various expiration dates through **2029**, accounted for under ASC 842[743](index=743&type=chunk) Lease-Related Assets and Liabilities (as of December 31, 2022) | Assets | December 31, 2022 | | :--- | :--- | | Right-of-use assets | $66,581 | | **Liabilities** | | | Current lease liabilities | $23,398 | | Noncurrent lease liabilities | $59,315 | | **Total lease liabilities** | **$82,713** | Lease Costs (Year Ended December 31, 2022) | | Year Ended December 31, 2022 | | :--- | :--- | | Operating lease cost | $30,689 | | Sublease income | $(10,428) | | **Total lease cost** | **$20,261** | - Subleased former corporate headquarters to Monday.com in **August 2022**, expiring **May 2026**, with fixed monthly rent subject to increases[771](index=771&type=chunk) Maturities of Lease Liabilities (as of December 31, 2022) | Year | Amount | | :--- | :--- | | 2023 | $32,826 | | 2024 | $28,201 | | 2025 | $25,596 | | 2026 | $13,025 | | 2027 | $2,687 | | Thereafter | $1,300 | | **Total lease payments** | **$103,635** | | Less: imputed interest | $(20,922) | | **Total** | **$82,713** | Sublease Receipts (as of December 31, 2022) | Year | Amount | | :--- | :--- | | 2023 | $15,694 | | 2024 | $15,538 | | 2025 | $15,538 | | 2026 | $4,886 | | 2027 | $178 | | Thereafter | $0 | | **Total** | **$51,834** | [16. Commitments and Contingencies](index=154&type=section&id=16.%20Commitments%20and%20Contingencies) BuzzFeed is involved in various lawsuits and claims in the ordinary course of business, including two mass arbitrations initiated in **March 2022** by former employees, which were permanently enjoined by the Delaware Court of Chancery in **October 2022**, and the company records liabilities for probable and estimable indemnification obligations and contingent liabilities, expecting no material adverse effect on future results or cash flows - The company is party to various lawsuits and claims in the ordinary course of business[777](index=777&type=chunk)[77](index=77&type=chunk) - Two mass arbitrations were initiated in **March 2022** by **91 former employees**, alleging harm from inability to convert and sell Class B common stock post-Business Combination[78](index=78&type=chunk)[806](index=806&type=chunk) - The Delaware Court of Chancery granted the company's motion to permanently enjoin these arbitration claims on **October 28, 2022**[79](index=79&type=chunk)[778](index=778&type=chunk) - The company records a liability when a loss is probable and reasonably estimable for indemnification obligations and other contingent liabilities[77](index=77&type=chunk)[1227](index=1227&type=chunk) - The company does not believe the resolution of current legal matters will have a material adverse effect on its future results of operations or cash flows[780](index=780&type=chunk) [17. Segment Information](index=156&type=section&id=17.%20Segment%20Information) BuzzFeed operates as a single segment for assessing performance and allocating resources, as determined by its Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), with all required financial segment information presented at the consolidated level - The Chief Executive Officer is the Chief Operating Decision Maker (CODM) and assesses performance at the consolidated level[810](index=810&type=chunk)[1228](index=1228&type=chunk) - The company manages its operations as a single segment[810](index=810&type=chunk)[1228](index=1228&type=chunk) [18. Related Party Transactions](index=156&type=section&id=18.%20Related%20Party%20Transactions) BuzzFeed has significant related party transactions, primarily with NBCUniversal Media, LLC (NBCU), a major stockholder, including a Commercial Agreement for marketing services, editorial promotion, licensed content, and exclusive sales representation for Apple News, generating **$5.3 million** in revenue from NBCU in **2022** with **$0.7 million** in expenses - Entered into a Commercial Agreement with NBCUniversal Media, LLC (NBCU), a holder of **5% or more of Class A common stock**, effective **December 3, 2021**[811](index=811&type=chunk)[965](index=965&type=chunk) - The Commercial Agreement includes marketing services, editorial promotion (**$1.0 million value annually**), licensed content, exclusive sales representation for Apple News by NBCU, and traffic driving impressions[811](index=811&type=chunk)[965](index=965&type=chunk) Revenue and Expenses with NBCU (2020-2022) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenue from NBCU | $5.3 million | $2.9 million | $3.6 million | | Expenses under contractual obligations from NBCU | $0.7 million | $1.1 million | $0.8 million | - Outstanding receivable balances from NBCU were **$2.2 million** in **2022** and **$1.2 million** in **2021**[812](index=812&type=chunk) - The company has indemnification agreements with its directors and executive officers[784](index=784&type=chunk)[996](index=996&type=chunk) [19. Supplemental Cash Flow Information](index=157&type=section&id=19.%20Supplemental%20Cash%20Flow%20Information) This section provides supplemental cash flow information, including cash paid for income taxes (**$2.0 million**) and interest (**$15.7 million**) in **2022**, and non-cash investing and financing activities such as **$10.2 million** in right-of-use assets obtained for new operating lease liabilities Supplemental Cash Flow Information (2020-2022) | | 2022 | Year Ended December 31, 2021 | 2020 | | :--- | :--- | :--- | :--- | | Cash paid for income taxes, net | $2,028 | $1,228 | $83 | | Cash paid for interest | $15,729 | $901 | $1,096 | | Non-cash transactions: | | | | | Accounts payable and accrued expenses related to property and equipment | $298 | $306 | $129 | | Issuance of common stock for HuffPost Acquisition | $0 | $24,064 | $0 | | Issuance of common stock for C Acquisition | $0 | $96,200 | $0 | | Warrants assumed as part of the Business Combination | $0 | $9,678 | $0 | | Accrued reverse recapitalization costs | $0 | $585 | $0 | | Right-of-use assets obtained in exchange for new operating lease liabilities | $10,192 | | | [20. Other (Expense) Income, Net](index=157&type=section&id=20.%20Other%20%28Expense%29%20Income%2C%20Net) Other (expense) income, net, for **2022** was **$(3.1) million**, an improvement from **$(4.0) million** in **2021**, driven by increased unrealized gains on investments, decreased losses on subsidiary dispositions, and a gain on asset sale, partially offset by higher net foreign exchange losses, and includes a **$102.3 million goodwill impairment charge** Other (Expense) Income, Net (2020-2022) | | 2022 | Year Ended December 31, 2021 | 2020 | | :--- | :--- | :--- | :--- | | Exchange (loss) gain | $(4,612) | $(1,837) | $1,231 | | Unrealized gain on investments | $1,260 | $0 | $500 | | Other expense | $(1,250) | $(1,366) | $(798) | | Other income | $1,026 | $683 | $914 | | Loss on disposition of subsidiary | $0 | $(1,234) | $(711) | | Gain (loss) on disposition of assets | $500 | $(220) | $(254) | | **Total** | **$(3,076)** | **$(3,974)** | **$882** | - The decrease in net expense was driven by a **$1.3 million increase** in unrealized gains on investments, a **$1.2 million decrease** in loss on dispositions of subsidiaries, and a **$0.5 million gain on asset sale**[1147](index=1147&type=chunk) - Partially offset by a **$2.8 million increase** in net foreign exchange losses due to the decline in the British Pound and Japanese Yen against the U.S. dollar[1147](index=1147&type=chunk) - A non-cash impairment charge of **$102.3 million** was recorded in **2022** due to goodwill impairment[843](index=843&type=chunk) [21. Impairment Expense](index=159&type=section&id=21.%20Impairment%20Expense) In **2022**, BuzzFeed recorded aggregate non-cash impairment charges of **$104.5 million**, including a **$102.3 million goodwill impairment charge** triggered by a decline in share price, and a **$2.2 million impairment charge** on long-lived assets related to the sublease of the former corporate headquarters - Aggregate non-cash impairment charges of **$104.5 million** were recorded in **2022**[1126](index=1126&type=chunk) - A **$102.3 million goodwill impairment charge** was recognized due to a sustained decline in share price, which pushed market capitalization below carrying value[1126](index=1126&type=chunk)[843](index=843&type=chunk) - A **$2.2 million impairment charge** was recorded on certain long-lived assets (**$1.4 million for right-of-use assets, $0.8 million for leasehold improvements**) related to the sublease of the former corporate headquarters[1146](index=1146&type=chunk)[787](index=787&type=chunk) [22. Subsequent Events](index=159&type=section&id=22.%20Subsequent%20Events) Following the closure of Silicon Valley Bank (SVB) on **March 10, 2023**, BuzzFeed transferred substantially all its cash to other financial institutions, with the U.S. government guaranteeing all deposits, and the company does not anticipate any disruption to its ongoing operations - On **March 10, 2023**, Silicon Valley Bank (SVB) was closed, and the U.S. government guaranteed all deposits[789](index=789&type=chunk) - BuzzFeed transferred substantially all its cash out of SVB to other financial institutions[789](index=789&type=chunk) - The company does not anticipate any disruption to its ongoing operations due to the SVB closure[789](index=789&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=160&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There have been no changes in or disagreements with accountants on accounting and financial disclosure - None[1261](index=1261&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=160&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) BuzzFeed's management concluded that disclosure controls and procedures were not effective as of **December 31, 2022**, due to material weaknesses in internal control over financial reporting, including a lack of formalized internal control, ineffective upstream data gathering, and issues with IT general controls, with remediation efforts ongoing in **2023** - Disclosure controls and procedures were not effective as of **December 31, 2022**, due to material weaknesses in internal control over financial reporting[847](index=847&type=chunk) - Material weaknesses identified include: (a) lack of formalized internal control and segregation of duties in the financial statement close process; (b) ineffective upstream processes for gathering critical data for technical accounting; and (c) issues with IT general controls[821](index=821&type=chunk)[822](index=822&type=chunk)[1262](index=1262&type=chunk) - Remediation plans for **2023** include refining control procedures, enhancing documentation, and designing formalized IT general controls[851](index=851&type=chunk) - Despite material weaknesses, management believes the consolidated financial statements fairly present the financial position, results of operations, and cash flows[847](index=847&type=chunk) - Full remediation could extend beyond **December 31, 2023**[320](index=320&type=chunk) [ITEM 9B. OTHER INFORMATION](index=161&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) This item contains no additional information - None[827](index=827&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=163&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - Not applicable[856](index=856&type=chunk) PART III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=163&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section lists BuzzFeed's directors and executive officers, including Jonah Peretti (CEO), Marcela Martin (President), Felicia DellaFortuna (CFO), Christian Baesler (COO), David Arroyo (Chief Legal Officer), and Phuong Dao Nguyen (Publisher), details the composition and responsibilities of the Audit Committee, addresses Section 16(a) reporting compliance, and outlines its Code of Conduct Directors and Executive Officers (as of March 16, 2023) | Name | Age | Position | | :--- | :--- | :--- | | Jonah Peretti | 50 | Founder, Chief Executive Officer, and Director | | Marcela Martin | 51 | President | | Felicia DellaFortuna | 39 | Chief Financial Officer | | Christian Baesler | 33 | Chief Operating Officer | | David Arroyo | 54 | Chief Legal Officer and Corporate Secretary | | Phuong Dao Nguyen | 49 | Publisher | | Joan Amble | 69 | Director | | Janet Rollé | 61 | Director | | Adam Rothstein | 51 | Director | | Angela (Anjula) Acharia | 51 | Director | | Greg Coleman | 68 | Director | | Patrick Kerins | 67 | Director | - The Audit Committee is composed of independent directors (Ms. Amble, Messrs. Kerins and Rothstein), with Ms. Amble designated as an **"audit committee financial expert."**[868](index=868&type=chunk) - Audit Committee responsibilities include ensuring auditor independence, overseeing internal control, reviewing financial results, and establishing procedures for anonymous concerns[840](index=840&type=chunk)[889](index=889&type=chunk) - All Section 16(a) filing requirements were timely met in **2022**, with exceptions for Ms. Martin, Mr. Coleman, and Mr. Weinstein[870](index=870&type=chunk) - A Code of Conduct applies to all directors, officers, and employees, posted on the investor relations website[871](index=871&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=168&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section details the compensation of BuzzFeed's named executive officers (NEOs) for **2022**, including Jonah Peretti (CEO), Marcela Martin (President), and Christian Baesler (COO), covering salary, bonuses, stock awards (RSUs), and other benefits, and outlines the **401(k) plan**, Change in Control and Severance Plan, and non-employee director compensation Summary Compensation Table (2021-2022) | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Other Compensation (3) ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jonah Peretti, Founder and Chief Executive Officer | 2022 | 325,000 | 48,750 | 0 | 2,125 | 375,875 | | | 2021 | 325,000 | 164,117 | 0 | 2,318 | 491,435 | | Marcela Martin, President | 2022 | 187,250 | 517,175 | 4,630,682 | 1,376 | 5,336,483 | | Christian Baesler, Chief Operating Officer | 2022 | 400,000 | 970,000 | 3,915,736 | 3,888 | 5,289,624 | - NEOs are eligible for annual cash bonuses based on **2022 revenue (35%)**, EBITDA (**35%**), and discretionary individual performance (**30%**)[895](index=895&type=chunk) - The company sponsors a **401(k) plan** with discretionary employer matching and profit-sharing contributions[896](index=896&type=chunk)[898](index=898&type=chunk) Outstanding Equity Awards at Fiscal Year-End (as of December 31, 2022) | Name | Award Grant Date | Number of Securities Underlying Unexercised Options Exercisable () | Number of Securities Underlying Unexercised Options Unexercisable () | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested () | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jonah Peretti | — | — | — | — | — | — | — | | Marcela Martin | 8/25/2022 | — | — | — | - | 2,840,909 | 1,960,227 | | Christian Baesler | 2/22/2022 | — | — | — | - | 459,003 | 316,712 | | | 2/22/2022 | — | — | — | - | 215,827 | 148,921 | - Marcela Martin's offer letter includes a **$500,000 sign-on bonus** and a RSU grant with a target value of **$5,000,000**, vesting over three years[881](index=881&type=chunk)[930](index=930&type=chunk) - Christian Baesler's offer letter includes an annual base salary of **$400,000**, eligibility for a **60% target cash bonus**, and a RSU grant of **688,500 RSUs**[884](index=884&type=chunk)[932](index=932&type=chunk)[933](index=933&type=chunk) - The Change in Control and Severance Plan provides cash lump-sum severance and COBRA reimbursement, with **100% acceleration of unvested equity awards** during a Change in Control Period[912](index=912&type=chunk)[938](index=938&type=chunk) - Non-employee directors receive annual retainers (**$50,000 base**, plus committee chair/member fees) and RSU awards (initial and annual grants)[918](index=918&type=chunk)[920](index=920&type=chunk)[975](index=975&type=chunk) Non-Employee Director Compensation (2022) | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) (2) ($) | Option Awards (1) ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Angela Acharia | 75,000 | 363,426 | — | 438,426 | | Joan Amble | — | 10,383 | — | 10,383 | | Greg Coleman | — |

Financial Data and Key Metrics Changes - Overall revenues for Q4 2022 declined 8% year-over-year to $134.6 million, primarily due to a softening digital ad environment [41][35] - Advertising revenues decreased 27% year-over-year to $50.5 million, attributed to a decline in time spent on Facebook and broader macroeconomic conditions [21][35] - Content revenues fell 9% year-over-year to $54.8 million, with the incremental revenues from Complex Networks not offsetting the weak digital advertising market [42][35] - Commerce and other revenues grew 76% to $29.3 million, benefiting from advised shopping and experiential events [75] Business Line Data and Key Metrics Changes - The Tasty team executed a vertical video recipe series that drove significant audience engagement, with creators growing their audiences by over 40% [38] - BuzzFeed Quizzes saw over 1 billion views globally, with the integration of generative AI marking a significant change to the format [19] - The restructuring plan executed in December 2022 aimed to optimize the cost structure while preserving cash for long-term growth [16] Market Data and Key Metrics Changes - Time spent on owned and operated properties declined 27% year-over-year to 135 million hours, driven by decreased Facebook traffic [125] - The company experienced three consecutive quarters of improvement in time spent on its properties, despite the overall decline [125] Company Strategy and Development Direction - The company is focusing on creator-led and AI-powered content to drive long-term growth and monetization [30][10] - A strategic shift towards short-form vertical video content is underway, with significant output increases across platforms like TikTok and Instagram [8][28] - The integration of Complex Networks is expected to enhance the combined brand portfolio, although operational challenges have impacted revenue performance [68][35] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging operating environment for digital media, with clients tightening ad budgets due to macroeconomic conditions [27][112] - The company anticipates Q1 2023 revenues to be 27% to 33% lower than the previous year, reflecting ongoing market challenges [47] - Management expressed optimism about the potential of AI and creator-led content to enhance audience engagement and drive monetization [12][40] Other Important Information - The company ended Q4 2022 with cash and cash equivalents of approximately $56 million [43] - A noncash goodwill impairment charge of $102.3 million was incurred due to a decline in stock price [75] Q&A Session Summary Question: How should we think about the revenue trends at the three segments for Q1 2023? - Management expects trends in Q1 to align with Q4, with advertising revenues facing price concessions [51] Question: When should we start to see the usage of generative AI technology rolled out at scale? - The rollout of generative AI tools is expected to enhance content creation, with initial applications in quizzes already showing strong user engagement [53][86] Question: What are the long-term benefits of AI for BuzzFeed? - AI is seen as enabling new forms of content creation and personalization, enhancing user engagement and operational efficiency [60][91] Question: Is there any impact from the recent Silicon Valley Bank situation on operations? - Management reported no immediate impact on operations or customer relationships from the Silicon Valley Bank situation [64] Question: Are there more opportunities for cost reduction? - Management indicated that while restructuring has been executed, they remain open to further efficiency improvements as needed [130]

BuzzFeed, Inc. (NASDAQ:BZFD) Q3 2022 Results Conference Call November 14, 2022 5:00 PM ET Company Participants Amita Tomkoria - Senior Vice President of Investor Relations Jonah Peretti - Founder, Chairman and CEO Marcela Martin - President Felicia DellaFortuna - CFO Conference Call Participants Jason Kreyer - Craig-Hallum James Kopelman - Cowen and Company Brent Navon - Bank of America Operator Good afternoon, and welcome to the BuzzFeed Inc Third Quarter 2022 Earnings Conference Call. [Operator Instructio ...