BuzzFeed(US:BZFD)2023-03-15 16:00PART I ITEM 1. BUSINESS 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 commerce39458 - In 2022, audiences consumed over 620 million hours of content and drove over $500 million in attributable transactions94631095 - The company's portfolio includes iconic brands like BuzzFeed, Tasty, HuffPost, BuzzFeed News, and Complex Networks39461538 - BuzzFeed's business model generates revenue from advertising, content, and commerce and other sources48466586 - 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 acquisitions22441442471 - The company had 1,368 employees across seven countries as of December 31, 2022, with approximately 9.8% unionized26374 - BuzzFeed values Diversity, Inclusion & Belonging (DI&B), with 43% BIPOC employees in the U.S. and 60% global female employees as of December 31, 202260 - The company holds 320 registered trademarks in the U.S. and 646 in foreign jurisdictions, including BuzzFeed, Tasty, HuffPost, BuzzFeed News, and Complex Networks3191 - Revenue is typically highest in the fourth quarter due to strong advertising and consumer spending68345 ITEM 1A. RISK FACTORS 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 streams72130151 - 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 business7498154172 - The company faces intense competition for traffic and advertising spend from numerous digital and traditional media outlets, requiring continuous innovation and monetization improvements75160177178 - Development and implementation of AI solutions may not be successful, potentially impairing competitiveness, causing reputational harm, or leading to litigation risks140186206 - 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 regulations141267287 - 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 price294670 - 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 terms123144297299328330 - 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' influence168357384958 - 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 investment150359387398 ITEM 1B. UNRESOLVED STAFF COMMENTS There are no unresolved staff comments from the SEC - No unresolved staff comments118 ITEM 2. PROPERTIES 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 - Leases other facilities in New York, California, Australia, Canada, India, Japan, Mexico, and the U.K.120 - Evaluating needs for office space due to flexible work model and may sublease certain offices76 ITEM 3. LEGAL PROCEEDINGS 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 Combination78806 - The Delaware Court of Chancery granted the company's motion to permanently enjoin the claimants' arbitration claims on October 28, 202279778 - 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 flows81780 ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Not applicable821037 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 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 Nasdaq4121057 - As of March 14, 2023, Class A common stock closing price was $0.95 per share, and public warrants were $0.095 per warrant1057 - 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 warrants1057 - The company has never declared or paid cash dividends and does not intend to for the foreseeable future, expecting to retain earnings for business growth1058 - No issuer purchases of equity securities were made for the year ended December 31, 20221060 ITEM 6. [RESERVED] This item is reserved and contains no information - This item is reserved1062 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 creativity10651045 - 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 renamed710471098 - Restructuring efforts in 2022 included a 12% workforce reduction (172 employees) and organizational changes, resulting in $15.0 million in restructuring costs86109910711225 - Macroeconomic factors (inflation, rising interest rates, geopolitical issues) adversely impacted advertising and content revenue in 2022 and are expected to continue in 20231073212 - The COVID-19 pandemic initially boosted commerce revenue but growth decelerated in 2021-2022 as consumers returned to physical stores and supply chains faced disruptions107411021266 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' contributions1077 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 platforms1138 - 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 spending1120 - 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-191091 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 liabilities1170 - 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 Facility11581263 - The company issued $150.0 million in unsecured convertible notes due 2026, bearing 8.50% interest per annum106911661197 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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 strengthens477479 - 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 2021480 - 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 triggers481557 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 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 GAAP486 - The company changed its method of accounting for leases effective January 1, 2022, due to the adoption of ASC Topic 842, Leases487 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 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 commerce538 - The company operates as a single reportable segment538810 - 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 million2331091263 - 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 Facility2331091263 - The company expects to generate sufficient liquidity to fund operations for the next twelve months, despite macroeconomic challenges and integration efforts2142351091265 2. Summary of Significant Accounting Policies 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 GAAP571 - 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 assets573 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)546548574 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)586587588589591 - 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 liabilities630 - Early adopted ASU 2020-06 (Convertible Instruments) effective January 1, 2021, which did not have a material impact632 3. Acquisitions and Dispositions 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, 2021637 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 loss667 - 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 respectively668669 - 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 value670 4. Revenue Recognition 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 customers618 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 2021674 - 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 balance648 5. Fair Value Measurements 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 - 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)530679680707 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 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, respectively527 - 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 headquarters5247081146 7. Capitalized Software Costs, net 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, respectively709 - Amortized $9.7 million, $11.1 million, and $9.4 million for 2022, 2021, and 2020, respectively709 8. Goodwill and Intangibles, net 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 2021710 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 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%69071111631164 - 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 million7121165 - The Revolving Credit Facility requires maintaining at least $25.0 million in unrestricted cash and limits additional debt, dividends, and investments11951218 - 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 $12.5069211661199 - 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)7151200 - The fair value of the Notes was approximately $99.8 million as of December 31, 2022716 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 10. Redeemable Noncontrolling Interest 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 conditions695 - On May 1, 2021, a merger with HuffPost Japan diluted Yahoo Japan's interest in the combined entity to 24.5%695 - 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 equity718 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 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 - 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 stock752 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 history5187531211 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, 2022725 - 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 expense5197541049 - 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 expense726755 12. Net Loss Per Share 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 method756 - 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 dividends758 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 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 2020735 - 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 goodwill735 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)364795 - 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 - A full valuation allowance is maintained against U.S. deferred tax assets due to uncertainty of realization, increasing by $19.7 million in 2022738 14. Restructuring Costs 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 video7691099 - Aggregate restructuring costs in 2022 were approximately $15.0 million, mainly severance and related benefits76910711225 - 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 202210711225 - Approximately $9.7 million of 2022 restructuring costs were related to the workforce reduction plan7691099 - An additional $3.5 million in restructuring costs was incurred in 2022 for a strategic repositioning of BuzzFeed News7971050 - In 2021, $3.6 million in severance costs were incurred for HuffPost restructuring7421100 15. Leases 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 842743 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 increases771 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 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 business77777 - 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 Combination78806 - The Delaware Court of Chancery granted the company's motion to permanently enjoin these arbitration claims on October 28, 202279778 - The company records a liability when a loss is probable and reasonably estimable for indemnification obligations and other contingent liabilities771227 - 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 flows780 17. Segment Information 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 level8101228 - The company manages its operations as a single segment8101228 18. Related Party Transactions 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, 2021811965 - 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 impressions811965 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 2021812 - The company has indemnification agreements with its directors and executive officers784996 19. Supplemental Cash Flow Information 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 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 sale1147 - 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. dollar1147 - A non-cash impairment charge of $102.3 million was recorded in 2022 due to goodwill impairment843 21. Impairment Expense 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 20221126 - A $102.3 million goodwill impairment charge was recognized due to a sustained decline in share price, which pushed market capitalization below carrying value1126843 - 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 headquarters1146787 22. Subsequent Events 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 deposits789 - BuzzFeed transferred substantially all its cash out of SVB to other financial institutions789 - The company does not anticipate any disruption to its ongoing operations due to the SVB closure789 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in or disagreements with accountants on accounting and financial disclosure - None1261 ITEM 9A. CONTROLS AND PROCEDURES 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 reporting847 - 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 controls8218221262 - Remediation plans for 2023 include refining control procedures, enhancing documentation, and designing formalized IT general controls851 - Despite material weaknesses, management believes the consolidated financial statements fairly present the financial position, results of operations, and cash flows847 - Full remediation could extend beyond December 31, 2023320 ITEM 9B. OTHER INFORMATION This item contains no additional information - None827 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS This item is not applicable to the company - Not applicable856 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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 - Audit Committee responsibilities include ensuring auditor independence, overseeing internal control, reviewing financial results, and establishing procedures for anonymous concerns840889 - All Section 16(a) filing requirements were timely met in 2022, with exceptions for Ms. Martin, Mr. Coleman, and Mr. Weinstein870 - A Code of Conduct applies to all directors, officers, and employees, posted on the investor relations website871 ITEM 11. EXECUTIVE COMPENSATION 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 - The company sponsors a 401(k) plan with discretionary employer matching and profit-sharing contributions896898 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 years881930 - 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 RSUs884932933 - 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 Period912938 - Non-employee directors receive annual retainers ($50,000 base, plus committee chair/member fees) and RSU awards (initial and annual grants)918920975 Non-Employee Director Compensation (2022) | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) (2) ($) | Option Awards (1) ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Angela Acharia | 75,000 | 363,426 | — | 438,426 | | Joan Amble | — | 10,383 | — | 10,383 | | Greg Coleman | — |