Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39877 | ||
Entity Registrant Name | BuzzFeed, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3022075 | ||
Entity Address State Or Province | NY | ||
Entity Address, Address Line One | 111 East 18th Street | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10003 | ||
City Area Code | 646 | ||
Local Phone Number | 589-8592 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 27.6 | ||
Entity Central Index Key | 0001828972 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | New York, New York | ||
Class A common stock | |||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | BZFD | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Class C common stock | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | BZFDW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents | $ 79,733 | $ 90,626 | |
Accounts receivable (net of allowance for doubtful accounts of $1,094, and $1,387 as at December 31, 2021 and 2020) | 142,909 | 106,251 | |
Prepaid and other current assets | 29,017 | 11,644 | |
Total current assets | 251,659 | 208,521 | |
Restricted cash | 15,500 | ||
Property and equipment, net | 23,052 | 25,545 | |
Capitalized software costs, net | 16,554 | 16,560 | |
Intangible assets, net | 136,513 | 1,368 | |
Goodwill | 194,881 | ||
Prepaid and other assets | 14,555 | 11,698 | |
Total assets | 637,214 | 279,192 | |
Current liabilities | |||
Accounts payable | 16,025 | 8,413 | |
Accrued expenses | 31,386 | 20,638 | |
Deferred rent | 4,894 | 3,903 | |
Deferred revenue | 1,676 | 2,432 | |
Accrued compensation | 37,434 | 19,724 | |
Other current liabilities | 2,731 | 2,118 | |
Total current liabilities | 94,146 | 57,228 | |
Deferred rent | 12,504 | 18,053 | |
Debt | 141,878 | 20,396 | |
Derivative liability | 4,875 | ||
Warrant liabilities | 4,938 | ||
Other liabilities | 3,992 | 1,633 | |
Total liabilities | 262,333 | 97,310 | |
Commitments and contingencies | |||
Redeemable noncontrolling interest | 2,294 | 848 | |
Stockholders' deficit | |||
Additional paid-in capital | 695,869 | 36,373 | |
Accumulated other comprehensive loss | (3,233) | (3,359) | |
Accumulated deficit | (322,106) | (346,818) | |
Treasury stock, no shares at December 31, 2021 and 2020, respectively(1) | [1] | 0 | 0 |
Total BuzzFeed, Inc. stockholders' equity (deficit) | 370,543 | (313,803) | |
Noncontrolling interests | 2,044 | 0 | |
Total stockholders' equity (deficit) | 372,587 | (313,803) | |
Total liabilities and equity | 637,214 | 279,192 | |
Series A, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 3,001 | ||
Series A1, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 4 | ||
Series B, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 7,904 | ||
Series C, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 15,434 | ||
Series D, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 19,311 | ||
Series E, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 49,646 | ||
Series F, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 199,856 | ||
Series G, convertible preferred stock | |||
Current liabilities | |||
Convertible preferred stock | 199,681 | ||
Class A common stock | |||
Stockholders' deficit | |||
Common stock | 11 | ||
Class B Common Stock | |||
Stockholders' deficit | |||
Common stock | 1 | $ 1 | |
Class C common stock | |||
Stockholders' deficit | |||
Common stock | $ 1 | ||
[1] | Shares outstanding for all periods reflect the adjustment for the Reverse Recapitalization. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable allowance | $ 1,094 | $ 1,387 |
Treasury stock, shares | 0 | 0 |
Series A, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 10,710,000 |
Convertible preferred stock, shares issued | 0 | 10,710,000 |
Convertible preferred stock, shares outstanding | 0 | 10,710,000 |
Series A1, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 11,630,000 |
Convertible preferred stock, shares issued | 0 | 11,630,000 |
Convertible preferred stock, shares outstanding | 0 | 11,630,000 |
Series B, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 13,468,000 |
Convertible preferred stock, shares issued | 0 | 13,468,000 |
Convertible preferred stock, shares outstanding | 0 | 13,468,000 |
Series C, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 15,375,000 |
Convertible preferred stock, shares issued | 0 | 15,375,000 |
Convertible preferred stock, shares outstanding | 0 | 15,375,000 |
Series D, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 7,383,000 |
Convertible preferred stock, shares issued | 0 | 7,383,000 |
Convertible preferred stock, shares outstanding | 0 | 7,383,000 |
Series E, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 4,914,000 |
Convertible preferred stock, shares issued | 0 | 4,914,000 |
Convertible preferred stock, shares outstanding | 0 | 4,914,000 |
Series F, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 15,440,000 |
Convertible preferred stock, shares issued | 0 | 15,440,000 |
Convertible preferred stock, shares outstanding | 0 | 15,440,000 |
Series G, convertible preferred stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 15,440,000 |
Convertible preferred stock, shares issued | 0 | 15,440,000 |
Convertible preferred stock, shares outstanding | 0 | 15,440,000 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock ,shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 116,175,000 | 1,540,000 |
Common stock shares outstanding | 116,175,000 | 1,540,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock ,shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 12,397,000 | 10,439,000 |
Common stock shares outstanding | 12,397,000 | 10,439,000 |
Class C common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock ,shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 6,478,000 | 0 |
Common stock shares outstanding | 6,478,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Revenue | $ 397,564 | $ 321,324 | $ 317,923 |
Costs and Expenses. | |||
Cost of revenue, excluding depreciation and amortization | 207,397 | 140,290 | 150,350 |
Sales and marketing | 54,981 | 50,680 | 79,845 |
General and administrative | 112,552 | 83,061 | 87,417 |
Research and development | 24,928 | 17,669 | 21,129 |
Depreciation and amortization | 22,860 | 17,486 | 19,450 |
Total costs and expenses | 422,718 | 309,186 | 358,191 |
(Loss) income from operations | (25,154) | 12,138 | (40,268) |
Other (expense) income, net | (2,740) | 1,593 | 1,598 |
Interest (expense) income, net | (2,885) | (923) | 1,393 |
Change in fair value of warrants | 4,740 | ||
Change in fair value of derivative liability | 26,745 | ||
Loss on disposition of subsidiaries | (1,234) | (711) | |
(Loss) income before income taxes | (528) | 12,097 | (37,277) |
Income tax (benefit) provision | (26,404) | 941 | (358) |
Net income (loss) | 25,876 | 11,156 | (36,919) |
Net income attributable to the redeemable noncontrolling interest | 936 | 820 | 273 |
Net income attributable to noncontrolling interests | 228 | ||
Net income (loss) attributable to BuzzFeed, Inc. | 24,712 | $ 10,336 | (37,192) |
Net income (loss) attributable to holders of Class A, Class B and Class C common stock , Basic | (37,192) | ||
Net income (loss) attributable to holders of Class A, Class B and Class C common stock , Diluted | $ (716) | $ (37,192) | |
Net income (loss) per Class A, Class B and Class C common share - Basic | $ 0 | $ 0 | $ (3.15) |
Net income (loss) per Class A, Class B and Class C common share - Diluted | $ (0.03) | $ 0 | $ (3.15) |
Basic weighted average common shares outstanding | 27,048 | 11,942 | 11,804 |
Diluted weighted average common shares outstanding | 28,001 | 11,942 | 11,804 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Net income (loss) | $ 25,876 | $ 11,156 | $ (36,919) |
Other comprehensive income (loss) | |||
Unrealized loss on marketable securities | (1) | ||
Foreign currency translation adjustment | 126 | (2,116) | 864 |
Other comprehensive income (loss) | 126 | (2,116) | 863 |
Comprehensive income (loss) | 26,002 | 9,040 | (36,056) |
Comprehensive income attributable to the redeemable noncontrolling interest | 936 | 820 | 273 |
Comprehensive income attributable to noncontrolling interests | 228 | ||
Comprehensive income (loss) attributable to BuzzFeed, Inc. | $ 24,838 | $ 8,220 | $ (36,329) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common StockClass A common stockPreviously reported balance | Common StockClass A common stockRetroactive application of the exchange ratio | Common StockClass A common stock | Common StockClass B Common StockPreviously reported balance | Common StockClass B Common StockRetroactive application of the exchange ratio | Common StockClass B Common Stock | Common StockClass C common stockPreviously reported balance | Common StockClass C common stockHuffPost | Common StockClass C common stock | Additional paid-in capitalPreviously reported balance | Additional paid-in capitalRetroactive application of the exchange ratio | Additional paid-in capitalHuffPost | Additional paid-in capital | Accumulated deficitPreviously reported balance | Accumulated deficit | Treasury stockPreviously reported balance | Treasury stockRetroactive application of the exchange ratio | Accumulated other comprehensive (loss) incomePreviously reported balance | Accumulated other comprehensive (loss) income | Parent [Member]Previously reported balance | Parent [Member]HuffPost | Parent [Member] | Noncontrolling Interest [Member]Previously reported balance | Noncontrolling Interest [Member]HuffPost | Noncontrolling Interest [Member] | Class A common stock | Class B Common Stock | Class C common stock | Previously reported balance | HuffPost | Total |
Balance at beginning at Dec. 31, 2018 | $ 1 | $ (1) | $ 3 | $ (2) | $ 1 | $ 0 | $ 32,834 | $ (817) | $ 32,017 | $ (319,962) | $ (319,962) | $ (820) | $ 820 | $ (2,106) | $ (2,106) | $ (290,050) | $ (290,050) | $ 0 | $ (290,050) | $ (290,050) | |||||||||||
Balance at beginning (in shares) at Dec. 31, 2018 | 4,994,000 | (3,466,000) | 1,528,000 | 33,212,000 | (23,049,000) | 10,163,000 | 0 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||
Stock-based compensation | 2,813 | 2,813 | 2,813 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 195 | 195 | 195 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 6,000 | 212,000 | |||||||||||||||||||||||||||||
Other comprehensive income | 863 | 863 | 863 | ||||||||||||||||||||||||||||
Net income (loss) | (37,192) | (37,192) | (37,192) | ||||||||||||||||||||||||||||
Balance at end at Dec. 31, 2019 | $ 1 | 35,025 | (357,154) | (1,243) | (323,371) | (323,371) | |||||||||||||||||||||||||
Balance at end (in shares) at Dec. 31, 2019 | 1,534,000 | 10,375,000 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||
Stock-based compensation | 1,189 | 1,189 | 1,189 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 6,000 | 64,000 | |||||||||||||||||||||||||||||
Other comprehensive income | (2,116) | (2,116) | (2,116) | ||||||||||||||||||||||||||||
Net income (loss) | 10,336 | 10,336 | 10,336 | ||||||||||||||||||||||||||||
Issuance of common stock in connection with share-based plans | 159 | 159 | 159 | ||||||||||||||||||||||||||||
Balance at end at Dec. 31, 2020 | $ 1 | 36,373 | (346,818) | (3,359) | (313,803) | (313,803) | |||||||||||||||||||||||||
Balance at end (in shares) at Dec. 31, 2020 | 1,540,000 | 10,439,000 | 1,540,000 | 10,439,000 | 0 | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||
Stock-based compensation | 23,565 | 23,565 | 23,565 | ||||||||||||||||||||||||||||
Other comprehensive income | 126 | 126 | 126 | ||||||||||||||||||||||||||||
Net income (loss) | 24,712 | 24,712 | $ 228 | 24,940 | |||||||||||||||||||||||||||
Issuance of common stock | $ 1 | 34,999 | 35,000 | 35,000 | |||||||||||||||||||||||||||
Issuance of common stock (in shares) | 3,839,000 | ||||||||||||||||||||||||||||||
HuffPost Acquisition, Noncontrolling interest | $ 2,122 | ||||||||||||||||||||||||||||||
Shares issued for C Acquisition | $ 1 | $ 24,064 | 96,199 | $ 24,064 | 96,200 | $ 26,186 | 96,200 | ||||||||||||||||||||||||
Shares issued for C Acquisition (in shares) | 10,000,000 | 2,639,000 | |||||||||||||||||||||||||||||
Issuance of common stock in connection with share-based plans | 6,975 | 6,975 | 6,975 | ||||||||||||||||||||||||||||
Issuance of common stock in connection with share-based plans (in shares) | 1,921,000 | 476,000 | |||||||||||||||||||||||||||||
Merger of BuzzFeed Japan and HuffPost Japan | (510) | (510) | |||||||||||||||||||||||||||||
Disposition of subsidiaries | 204 | 204 | |||||||||||||||||||||||||||||
Conversion of shares, class A common stock issued (in shares) | 9,693,000 | (9,693,000) | |||||||||||||||||||||||||||||
Conversion of shares, class B common stock converted | $ 1 | $ (1) | |||||||||||||||||||||||||||||
Reverse recapitalization, net of transaction costs | $ 9 | $ 1 | 473,694 | 473,704 | 473,704 | ||||||||||||||||||||||||||
Reverse recapitalization, net of transaction costs (in shares) | 93,021,000 | 11,175,000 | |||||||||||||||||||||||||||||
Balance at end at Dec. 31, 2021 | $ 11 | $ 1 | $ 1 | $ 695,869 | $ (322,106) | $ (3,233) | $ 370,543 | $ 2,044 | $ 372,587 | ||||||||||||||||||||||
Balance at end (in shares) at Dec. 31, 2021 | 116,175,000 | 12,397,000 | 6,478,000 | 116,175,000 | 12,397,000 | 6,478,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net income (loss) (including amounts attributable to the redeemable noncontrolling interest) | $ 25,876 | $ 11,156 | $ (36,919) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 22,860 | 17,486 | 19,450 |
Unrealized gain (loss) on foreign currency | 1,824 | (2,623) | 209 |
Stock based compensation | 23,565 | 1,189 | 2,813 |
Change in fair value of warrants | (4,740) | ||
Change in fair value of derivative liability | (26,745) | ||
Issuance costs allocated to derivative liability | 1,424 | ||
Amortization of debt discount and deferred issuance costs | 326 | ||
Deferred income tax | (28,087) | 112 | (1) |
Loss on disposition of subsidiary | 1,234 | 711 | |
Loss (gain) on disposition of assets | 220 | 254 | (1,007) |
Loss on extinguishment of debt | 600 | ||
Unrealized gain on investment | (500) | ||
Provision for doubtful accounts | (161) | 322 | 67 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (12,951) | (7,086) | 4,397 |
Prepaid expenses and other current assets and prepaid expenses and other assets | 2,361 | 2,537 | (6,395) |
Accounts payable | 3,546 | (1,521) | (4,603) |
Deferred rent | (4,456) | 397 | (2,507) |
Accrued compensation | 2,307 | 1,429 | 488 |
Accrued expenses and other liabilities | (1,847) | 2,086 | 6,309 |
Deferred revenue | (5,759) | 1,004 | (2,544) |
Cash provided by (used in) operating activities | 797 | 27,553 | (20,243) |
Investing activities: | |||
Business acquisitions, net of cash acquired | (189,885) | ||
Capital expenditures | (4,983) | (4,708) | (423) |
Capitalization of internal-use software | (11,039) | (9,830) | (8,166) |
Purchases of marketable securities | (48) | ||
Proceeds from sales and maturities of marketable securities | 25,000 | ||
Cash of disposed subsidiary, less proceeds on disposition | (2,121) | (265) | |
Cash (used in) provided by investing activities | (208,028) | (14,803) | 16,363 |
Financing activities: | |||
Net proceeds from reverse recapitalization | (11,652) | ||
Proceeds from issuance of common stock | 35,000 | ||
Proceeds from issuance of convertible notes, net of issuance costs | 143,806 | ||
Proceeds from exercise of stock options | 6,975 | 159 | 195 |
Borrowings from revolving credit facility | 9,000 | 19,896 | |
Payments on revolving credit facility | (1,306) | (217,982) | |
Borrowings from secured borrowing facility | 217,382 | ||
Cash provided by financing activities | 181,823 | 19,455 | 195 |
Effect of currency translation on cash and cash equivalents | (985) | (103) | 264 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (26,393) | 32,102 | (3,421) |
Cash and cash equivalents and restricted cash at beginning of period | 106,126 | 74,024 | 77,445 |
Cash and cash equivalents and restricted cash at end of period | 79,733 | 106,126 | 74,024 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes, net | 1,228 | 83 | 415 |
Cash paid for interest | $ 901 | $ 1,096 | $ 270 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Description of the Business | |
Description of the Business | 1. Description of the Business BuzzFeed, Inc. (referred to herein, collectively with its subsidiaries, as “BuzzFeed or the “Company”) is a global media company with social, content-driven publishing technology. BuzzFeed provides breaking news, original reporting, entertainment, and video across its owned and operated and the social web to its global audience. BuzzFeed derives its revenue primarily from content, advertising and commerce sold to leading brands. The Company has one reportable segment. On December 3, 2021 (the “Closing Date”), the Company consummated the previously announced business combinations in connection with (i) that certain Agreement and Plan of Merger, dated June 24, 2021 (as amended, the “Merger Agreement”), by and among 890 5th Avenue Partners, Inc., a Delaware corporation (“890”), Bolt Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of 890 (“Merger Sub I”), Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of 890 (“Merger Sub II”), and BuzzFeed, Inc., a Delaware corporation (“ Legacy BuzzFeed”), pursuant to which (a) Merger Sub I merged with and into Legacy BuzzFeed (the “First Merger”), with Legacy BuzzFeed surviving the First Merger as a wholly-owned subsidiary of 890 and (b) immediately following the First Merger, Legacy BuzzFeed merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Two-Step Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of 890; and (ii) the Membership Interest Purchase Agreement, dated as of March 27, 2021 (as amended, the “C Acquisition Purchase Agreement”), by and among Legacy BuzzFeed, CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc., pursuant to which the surviving entity acquired 100% of the membership interests of CM Partners, LLC. CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” The Two-Step Merger and the other transactions contemplated by the Merger Agreement, including the acquisition by the surviving entity of Complex Networks, are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Liquidity As of and for the year ended December 31, 2021, the Company has cash and cash equivalents of $79.7 million, generated positive income of $25.9 million, and positive operating cash inflows. However, the Company has a history of losses, and has an accumulated deficit of $322.1 million as of December 31, 2021. The Company has cash available on hand and management believes its existing capital resources will be sufficient to support the Company’s operations and meet its obligations as they come due within one year from the date these consolidated financial statements are issued. The Business Combination On the Closing Date: (i) each issued and outstanding share of Class A common stock, par value $0.0001 per share (the “890 Class A common stock”), and Class F common stock, par value $0.0001 per share (the “890 Class F common stock”), of 890 became one share of BuzzFeed Class A common stock, par value $0.0001 per share (the “BuzzFeed Class A common stock”); (ii) each issued and outstanding whole warrant to purchase shares of 890 Class A common stock became a warrant to acquire one share of BuzzFeed Class A common stock at an exercise price of $11.50 per share (each a “BuzzFeed warrant”); and (iii) each issued and outstanding unit of 890 that had not been previously separated into the underlying share of 890 Class A common stock and the underlying warrants of 890 upon the request of the holder thereof was cancelled and entitled the holder thereof to one share of BuzzFeed Class A common stock and one-third of one BuzzFeed warrant. In addition, on the Closing Date (i) each share of Legacy BuzzFeed Class A common stock and Legacy BuzzFeed preferred stock (other than Series F Preferred Stock and Series G Preferred Stock, any cancelled shares or dissenting shares) issued and outstanding were cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class A Common Stock; (ii) all of the shares of Series F Preferred Stock and Series G Preferred Stock issued and outstanding were cancelled and automatically converted into the right to receive 30,880,000 shares of BuzzFeed Class A Common Stock; (iii) each share of Class B Common Stock of Legacy BuzzFeed issued and outstanding (other than any cancelled shares or dissenting shares) were cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class B Common Stock; and (iv) each share of Class C Common Stock of Legacy BuzzFeed issued and outstanding were cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class C Common Stock, in each case in accordance with the applicable provisions of the Merger Agreement. As a result, shares of BuzzFeed capital stock no longer represent an ownership interest in Legacy BuzzFeed, but instead represent an ownership interest in BuzzFeed. In addition, pursuant to subscription agreements entered into in connection with the Merger Agreement, the Company issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 concurrently with the closing of the Business Combination (the “Notes”). Holders of 27,133,519 shares of 890 Class A common stock sold in 890’s initial public offering (the “Public Shares”) properly exercised their right to have their public shares redeemed for a full pro rata portion of the trust account holding the proceeds from 890’s initial public offering, calculated as of two The following table summarizes the proceeds raise and issuance costs incurred related to the Business Combination: Cash from reverse recapitalization $ 16,167 890 reverse recapitalization costs (13,795) BuzzFeed reverse recapitalization costs (14,609) Accrued reverse recapitalization costs 585 Net proceeds from reverse recapitalization $ (11,652) Proceeds from Notes $ 150,000 Issuance costs (6,757) Issuance costs settled in stock 563 Proceeds from issuance of Notes, net of issuance costs $ 143,806 After giving effect to the Business Combination (including the issuance of 10,000,000 shares of BuzzFeed Class A common stock pursuant to the C Acquisition Purchase Agreement), the redemption of Public Shares as described above and the separation of the former 890 units, as of the Closing Date, there were 110,789,875 shares of BuzzFeed Class A common stock issued and outstanding outstanding outstanding The Two-Step Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, 890 was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the reverse recapitalization was treated as the equivalent of Legacy BuzzFeed issuing stock for the net assets of 890, accompanied by a recapitalization. The net assets of 890 were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the reverse recapitalization are those of Legacy BuzzFeed. The determination of Legacy BuzzFeed being the accounting acquirer for the Two-Step Merger was primarily based on evaluation of the following facts and circumstances: (i) Legacy BuzzFeed’s existing stockholders own the majority of the shares and have the majority of the voting interests in BuzzFeed with more than 97% of the voting interests; (ii) Legacy BuzzFeed appointed the majority of the directors on BuzzFeed’s Board; (iii) Legacy BuzzFeed’s existing management comprises the majority of the management of BuzzFeed; (iv) Legacy BuzzFeed is the larger entity based on historical revenues and business operations and comprises the majority of the ongoing operations of BuzzFeed; and (v) Legacy BuzzFeed assumed BuzzFeed’s name. In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy BuzzFeed’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy BuzzFeed redeemable convertible preferred stock (other than Series F Preferred Stock and Series G Preferred Stock ) and Legacy BuzzFeed common stock prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 0.306 established in the Business Combination. Legacy BuzzFeed Series F Preferred Stock and Series G Preferred stock have been retroactively restated based on the exchange into 30,880,000 shares of BuzzFeed Class A common stock established in the Business Combination. BuzzFeed common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “BZFD” and “BZFDW,” respectively, on December 6, 2021. COVID-19 In March 2020, the World Health Organization declared the viral strain of COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 and the resulting economic contraction has resulted in increased business uncertainty and significantly impacted our business and results of operations. We believe that the COVID-19 pandemic drove a shift in commerce from offline to online, including an increase in online shopping, which we believe contributed to the rapid growth we experienced in our commerce revenue for fiscal 2020. However, the growth of our commerce revenue has decelerated during 2021 as shelter-in-place orders were lifted, consumers returned to shopping in stores, and retailers struggled with supply chain disruptions and labor shortages. The continued duration and severity of the COVID-19 pandemic is uncertain, rapidly changing, and difficult to predict. The degree to which COVID-19-related disruptions impact the Company’s future results will depend on future developments, which are outside of the Company’s control, including, but not limited to, the duration of the pandemic, its severity, the success of actions taken to contain or prevent the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Our growth rate may continue to be impacted by additional macroeconomic factors beyond our control, such as inflation, retail businesses reopening, increased consumer spending on travel and other discretionary items, and the absence of new U.S. and other government economic stimulus programs, among other things. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Financial Statements and Principles of Consolidation The accompanying consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries. The Company’s consolidated financial statements are prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year figures have been reclassified to conform to current period presentation. The Company evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. In August 2015, the Company signed a Joint Venture Agreement (“JVA”) with Yahoo Japan to establish and develop operations in Japan. BuzzFeed Japan will carry out the core BuzzFeed business in the Japanese language for the Japanese market. BuzzFeed Japan is a joint venture owned 51% by the Company, through its wholly-owned subsidiaries, BuzzFeed UK Limited, and The Huffington Post Holdings LLC and 24.5% by Z Holdings Corporation and 24.5% by Asahi Shimbun Company. BuzzFeed Japan is included as a consolidated subsidiary in the consolidated financial statements. During 2021 and 2020 the Company established several production companies created solely for the purpose of producing a single film each, which are considered VIEs. The Company is the primary beneficiary of each production company as it has the ability to direct the activities that most significantly impact the economic performance of the entities, the obligation to absorb losses, and the right to receive benefits from the entities. As a result, the production companies are included as consolidated subsidiaries in the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process actual results could differ from those estimates. Key estimates and assumptions relate primarily to revenue recognition, fair values of intangible assets acquired in business combinations, valuation allowances for deferred income tax assets, allowance for doubtful accounts, fair value of the derivative liability, fair values used for stock-based compensation in periods prior to the Business Combination, useful lives of fixed assets, and capitalized software costs. Fair Value Measurements The fair value framework under the applicable authoritative guidance requires the categorization of assets and liabilities into three levels: ● Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities ● Level 2 — inputs are observable, either directly or indirectly, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3 — inputs are generally unobservable inputs and typically reflect management’s best estimate of assumptions that market participants would use in pricing the asset or liability. The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The carrying amounts of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, accrued expenses, deferred rent, deferred revenue, other current liabilities, and borrowings on our Revolving Credit Facility (as defined below) approximate fair value. Money market funds are categorized as Level 1. The Company’s non-financial assets, which include property and equipment, capitalized software costs, prepaid and other assets, and intangible assets, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at its fair value. Cash and Cash Equivalents and Restricted Cash Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company considers instruments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The associated risk of concentration is mitigated by banking with creditworthy institutions. The Company classifies all cash whose use is limited by contractual provisions as restricted cash. In the first quarter of 2021, letters of credit totaling $15.5 million were issued under the $50.0 million revolving credit facility (the “Revolving Credit Facility”) which reduced the remaining borrowing capacity by the same amount. These letters of credit were used in favor of our landlords, relieving us of the requirement to maintain $15.5 million of cash as collateral. As a result, the $15.5 million of restricted cash as of December 31, 2020 is no longer restricted. The following table summarizes cash and cash equivalent and restricted cash in the consolidated balance sheets (in thousands): 2021 2020 Cash and cash equivalents $ 79,733 $ 90,626 Restricted cash — 15,500 Total $ 79,733 $ 106,126 Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable are customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts if required. The Company determines its allowance for doubtful accounts based on the evaluation of the aging of its accounts receivable and on a customer-by-customer analysis of its high-risk customers. The Company’s reserve contemplates its historical loss rate on receivables, specific customer situations and the economic environments in which the Company operates. The change in the Company’s allowance for doubtful accounts was as follows: Year Ended December 31, 2021 2020 2019 Balance as of January 1, $ 1,387 $ 1,122 $ 1,055 Additions 703 1,208 449 Write-offs, net of recoveries (996) (943) (382) Balance as of December 31, $ 1,094 $ 1,387 $ 1,122 As of December 31, 2021, the Company had one customer that represents 11% of net accounts receivable. As of December 31, 2020, the Company had four customers that represent 13%, 13%, 12% and 10% of net accounts receivable. The Company had two customers representing 13% and 12% of total revenue for the year ended December 31, 2021, two customers representing 13% and 10% of total revenue for the year ended December 31, 2020, and two customers representing 12% and 10% of total revenue for the year ended December 31, 2019. Film Costs Costs incurred to produce films (which include direct production costs, production overhead, acquisition costs and development costs) are capitalized when incurred. Capitalized film costs are amortized based upon the ratio of current period revenues to estimated total gross revenues to be earned from the film. Film costs, which were included in prepaid and other assets on the consolidated balance sheets, were as follows: 2021 2020 Individual Monetization: Feature films in production $ 3,690 $ 2,086 Total $ 3,690 $ 2,086 During the year ended December 31, 2021, the Company amortized film costs of $7.1 million associated with individually monetized feature films. No amortization of film costs was recorded during the years ended December 31, 2020 or 2019. Film cost amortization is included in cost of revenue in the consolidated statements of operations. Film costs are stated at the lower of amortized cost or estimated fair value and are reviewed on a title-by-title basis when an event or change in circumstances indicates that the fair value of a film is less than its unamortized cost. During the years ended December 31, 2021, 2020 or 2019, the Company recorded no impairment charges related to film costs. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment of each asset category are as follows: Useful Life (Years) Furniture and fixtures 5 Leasehold improvements 7 – 11 Computer equipment 3 Video equipment 3 Capitalized Software Costs The Company capitalizes certain costs incurred for development of websites or software for internal use. The Company capitalizes development costs when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Costs include payroll and payroll-related costs of employees directly associated with the development activities. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements, generally 1 Investments For equity investments in entities that the Company does not exercise significant influence over, if the fair value of the investment is not readily determinable, the investment is accounted for at cost, and adjusted for subsequent observable price changes. If the fair value of the investment is readily determinable, the investment is accounted for at fair value. The Company reviews equity investments without readily determinable fair values at each period end to determine whether they have been impaired. As of December 31, 2021 and 2020, the Company had an investment in equity securities of a privately-held company without a readily determinable fair value. The total carrying value of the investment, included in prepaid and other assets on the consolidated balance sheets, was $2.3 million as of December 31, 2021 and 2020. The Company concluded that the fair value of the investment increased $0.5 million during the year ended December 31, 2020 as the result of observable price changes in orderly transactions for a similar investment in the same issuer. Evaluation of Long-Lived Assets and Impairment The Company reviews its property and equipment and capitalized software costs for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques which may include discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There was no impairment of long-lived assets for the years ended December 31, 2021, 2020, or 2019. Revenue Recognition The Company recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company primarily generates its revenue from advertising services and content, which includes strategic partnerships and promotional content, with the remaining balance from other arrangements, including commerce. Advertising The Company generates its advertising revenue from managing a customer’s internet advertising campaigns to target markets both via BuzzFeed’s proprietary sites as well as premium publishers (e.g., Facebook and Google). Our performance obligations typically consist of a promised number of ads delivered or a promised number of actions related to the ads (such as impressions or views). Advertising revenue is recognized in the period that the related views, impressions, or actions by users on advertisements are delivered. When ads are placed on the Company’s owned and operated or third parties’ properties, the Company generally recognizes revenue on a gross basis because the Company is primarily responsible for the delivery of the promised services, has pricing discretion, and controls the advertising inventory prior to transfer to the customer. In some cases, the Company utilizes third party intermediaries to facilitate the sale of advertising to the end customer. In these situations, while the Company is primarily responsible for the delivery of the promised services and controls the advertising inventory prior to transfer to the end customer, the Company typically does not have insight, and does not expect to have insight, into the gross amount paid by the end customer and therefore records as revenue the net amount received from the intermediary. Content The Company generates revenue from creating content, including promotional content, customer advertising, and feature films. The Company’s performance obligations consist of Company-created content for use by its customers or the delivery of a promised number of actions related to the content (impressions or views). The revenue is recognized when the content, or the related action, is delivered. Commerce The Company participates in multiple marketplace arrangements with third parties such as Amazon whereby the Company provides affiliate links which redirect the audience to purchase products and/or services from the third parties. When the participant purchases a product and/or service, the Company receives a commission fee for that sale from the third parties. The revenue is recognized when a successful sale is made and the commission is earned. Cost of Revenue Cost of revenue consists primarily of compensation-related expenses and costs incurred for the publishing of editorial, promotional, and news content across all platforms, as well as amounts due to third party websites and platforms to fulfil customers’ advertising campaigns. Web hosting and advertising serving platform costs are also included in cost of revenue. Sales and Marketing Sales and marketing expenses consist primarily of compensation-related expenses for sales employees. In addition, marketing and sales-related expenses include advertising costs, market research, and branding. General and Administrative General and administrative expense consists primarily of compensation-related expenses for corporate employees. Also, it consists of expense for facilities, professional services fees, insurance costs, and other general overhead costs. Research and Development Research and development (“R&D”) expenses consist primarily of compensation-related expenses incurred for the development of, enhancements to, and maintenance of the Company’s website, technology platforms and infrastructure. R&D expenses that do not meet the criteria for capitalization are expensed as incurred. Certain development expenses are capitalized under the provisions of the applicable authoritative guidance, whereby the Company capitalizes costs associated with website and internal-use software systems that have reached the application development stage. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company made a policy election to treat the income tax with respect to GILTI as a period expense when incurred. Stock-Based Compensation Stock-based compensation is recognized as an expense in the consolidated financial statements and is measured at the fair value of the award. The Company recognizes compensation expense for stock awards based on grant date fair value using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur. The Company adopted Accounting Standards Update (“ASU”) 2018-07, Improvements to Non-employee Share-Based Payment Accounting employee award was fully vested. The adoption of this ASU did not have material impact on the consolidated financial statements and there was no adjustment to beginning accumulated deficit on January 1, 2020. The following table summarizes stock-based compensation cost included in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue, excluding depreciation and amortization $ 2,788 $ 109 $ 353 Sales and marketing 4,829 60 658 General and administrative 15,052 977 1,446 Research and development 896 43 356 $ 23,565 $ 1,189 $ 2,813 The Company recognized no income tax benefit in the consolidated statements of operations for stock-based compensation arrangements in 2021, 2020 or 2019. Comprehensive Income (Loss) Comprehensive income (loss) includes certain changes in stockholders’ equity that are excluded from net income (loss) such as cumulative foreign currency translation adjustments, unrealized gains or losses on marketable securities, and comprehensive income (loss) attributed to the redeemable noncontrolling interest. Foreign Currency The functional currency of our foreign subsidiaries are generally the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in foreign exchange gain (loss) within other income, net in the consolidated statements of operations. The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates. Recently Adopted Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the same fiscal year. The ASU allows entities to use a modified or full retrospective transition method. The Company elected to early adopt ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have a significant impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software On January 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement (Topic 820) — Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement On January 1, 2021, the Company adopted the amended guidance in ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials On January 1, 2019, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting the new guidance on the Company’s consolidated financial statements. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions and Dispositions | |
Acquisitions and Dispositions | 3. Acquisitions and Dispositions C Acquisition On December 3, 2021, the Company completed the acquisition of 100% of the members’ interests of Complex Networks, a publisher of online media content targeting Millennial and Gen Z consumers (the “C Acquisition”). The following table summarizes the fair value of consideration exchanged as a result of the C Acquisition: Cash consideration (1) $ 197,966 Share consideration (2) 96,200 Total consideration $ 294,166 (1) — (2) — The following table summarizes the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the C Acquisition. The purchase price allocation for the assets acquired and liabilities assumed may be subject to change as additional information is obtained during the acquisition measurement period. Cash 2,881 Accounts receivable 22,581 Prepaid and other current assets 17,827 Property and equipment 332 Intangible assets 119,100 Goodwill 189,391 Accounts payable (2,661) Accrued expenses (12,319) Accrued compensation (12,867) Deferred revenue (5,855) Deferred tax liabilities (22,776) Other liabilities (1,468) Total consideration for Complex Networks 294,166 The table below indicates the estimated fair value of each of the identifiable intangible assets: Weighted Average Asset Fair Value Useful Life (Years) Trademarks & tradenames 97,000 15 Customer relationships 17,000 4 Developed technology 5,100 3 The fair values of the intangible assets were estimated using Level 3 inputs. The fair value of trademarks and trade names was determined using the relief from royalty method, the fair value of customer relationships was determined using the multi-period excess earnings approach, and the fair value of acquired technology was determined using the replacement cost approach. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired resulted in $189.4 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes. The C Acquisition contributed $18.5 million of revenue and $1.2 million of net income for the year ended December 31, 2021. Pro Forma Financial Information The following unaudited pro forma information has been presented as if the C Acquisition occurred on January 1, 2020. The information is based on the historical results of operations of Complex Networks, adjusted for: 1. The allocation of purchase price and related adjustments, including adjustments to amortization expense related to the fair value of intangible assets acquired; 2. Impacts of issuance of the Notes to partially fund the acquisition, including interest; 3. The movement and allocation of all acquisition-related costs incurred during the twelve months ended December 31, 2021 to the twelve months ended December 31, 2020; 4. Associated tax-related impacts of adjustments; and 5. Changes to align accounting policies. The pro forma results do not necessarily represent what would have occurred if the C Acquisition had taken place on January 1, 2020, nor do they represent the results that may occur in the future. The pro forma adjustments were based on available information and upon assumptions that the Company believes are reasonable to reflect the impact of these acquisitions on the Company's historical financial information on a supplemental pro forma basis. The following table presents the Company's pro forma combined revenues and net income. Year Ended December 31, 2021 2020 Revenue $ 521,224 $ 446,368 Net loss (19,747) (12,972) Acquisition of HuffPost and Verizon Investment On February 16, 2021, the Company completed the acquisition of 100% of TheHuffingtonPost.com, Inc. (“HuffPost”) (“HuffPost Acquisition”), a publisher of online news and media content, from entities controlled by Verizon Communications Inc. (“Verizon”). The Company issued 6,478,032 shares of non-voting BuzzFeed Class C common stock to an entity controlled by Verizon, of which 2,639,322 were in exchange for the acquisition of HuffPost and 3,838,710 were in exchange for a concurrent $35.0 million cash investment in the Company by Verizon, which was accounted for as a separate transaction. The following table summarizes the fair value of consideration exchanged as a result of the HuffPost Acquisition: Fair value of common stock issued (1) $ 24,064 Working capital adjustments (490) Total consideration $ 23,574 (1) – represents 8,625,234 shares of Legacy BuzzFeed common stock issued at a value of $2.79 per share. The fair value per share was determined using Level 3 inputs using a combination of a market approach based on guideline public companies and an income approach based on estimated discounted cash flows. The following table summarizes the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of HuffPost. During the year ended December 31, 2021, the Company finalized the fair value of assets acquired and liabilities assumed. Measurement period adjustments were reflected in the fourth quarter of 2021, which is the period in which the adjustments occurred. The adjustments resulted from deferred income tax adjustments. Measurement Period Preliminary Adjustments Final Cash and cash equivalents 5,513 — 5,513 Accounts receivable 3,383 — 3,383 Prepaid and other current assets 611 — 611 Deferred tax assets 116 15 131 Property and equipment 620 — 620 Intangible assets 19,500 — 19,500 Goodwill 5,927 (437) 5,490 Accounts payable (1,410) — (1,410) Accrued expenses (4,249) — (4,249) Deferred tax liabilities (4,251) 422 (3,829) Other liabilities (63) — (63) Noncontrolling interests (2,123) — (2,123) Total consideration for HuffPost $ 23,574 $ — $ 23,574 The fair values of the intangible assets were estimated using Level 3 inputs. The fair value of trademarks and trade names was determined using the relief from royalty method and the fair value of acquired technology was determined using the replacement cost approach. The useful lives of the acquired trademarks and trade names and acquired technology are 15 years and 3 years, respectively. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired resulted in $5.5 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes. The HuffPost Acquisition contributed $30.3 million of revenue for the year ended December 31, 2021. The HuffPost Acquisition did not have a material impact on the Company’s net loss for the year ended December 31, 2021. Dispositions of HuffPost Italy, HuffPost Korea and HuffPost France During 2021 the Company disposed of its 51% ownership interests in HuffingtonPost Italia S.R.L (“HuffPost Italy”), HuffingtonPost Korea, Ltd. (“HuffPost Korea”), and Le HuffingtonPost SAS (“HuffPost France”) for nominal consideration and recognized losses on disposition of $1.2 million. HuffPost Italy, HuffPost Korea, and HuffPost France did not have a material impact on the Company’s net loss for the year ended December 31, 2021. Disposition of BuzzFeed Brazil In October 2020 the Company completed the sale of 100% ownership of BuzzFeed do Brasil Internet Ltda. (“BuzzFeed Brazil”) for nominal consideration and recognized a loss on disposition of $0.7 million. BuzzFeed Brazil had no impact on the Company’s net income (loss) for the year ended December 31, 2021. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | 4. Revenue Recognition Disaggregated Revenue The table below presents the Company’s revenue disaggregated based on the nature of its arrangements. Management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts. Year Ended December 31, 2021 2020 2019 Advertising $ 205,794 $ 149,704 $ 128,438 Content 130,200 119,846 150,876 Commerce and other 61,570 51,774 38,609 $ 397,564 $ 321,324 $ 317,923 The following table presents the Company’s revenue disaggregated by geography: 2021 2020 2019 Revenue: United States $ 352,280 $ 292,107 $ 287,723 International 45,284 29,217 30,200 Total $ 397,564 $ 321,324 $ 317,923 Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities). The payment terms and conditions within the Company’s contracts vary by the type, the substantial majority of which require that customers pay for their services on a monthly or quarterly basis, as the services are being provided. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). In addition, we have determined our contracts generally do not include a significant financing component. The Company’s contract assets are presented in Prepaid and other current assets on the accompanying consolidated balance sheets and totaled $13.3 million, $2.8 million, and $6.2 million, and $nil at December 31, 2021, 2020, and 2019, and January 1, 2019, respectively. These amounts relate to revenue recognized during the respective year that is expected to be invoiced and collected in the following year. During the year ended December 31, 2021 the Company acquired $16.5 million of contract assets as part of the C Acquisition. The Company’s contract liabilities, which are recorded in Deferred revenue on the accompanying consolidated balance sheets, are expected to be recognized as revenues during the succeeding twelve-month period. Deferred revenue totaled $1.7 million, $2.4 million, $1.5 million, and $4.0 million at December 31,2021, 2020, and 2019, and January 1, 2019, respectively. During the year ended December 31, 2021 the Company acquired $5.9 million of deferred revenue as part of the C Acquisition. Transaction Price Allocated to Remaining Performance Obligations We have certain licensing contracts with minimum guarantees and terms extending beyond one year. Revenue to be recognized related to the remaining performance obligations was $4.2 million at December 31, 2021 and is expected to be recognized over the next 3 years. This amount does not include: (i) contracts with an original expected duration of one year or less, such as advertising contracts, (ii) variable consideration in the form of sales-based royalties, and (iii) variable consideration allocated entirely to wholly unperformed performance obligations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 5. Fair Value Measurements The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are summarized below: December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 1 $ — $ — $ 1 Total $ 1 $ — $ — $ 1 Liabilities: Derivative liability $ — $ — $ 4,875 $ 4,875 Other non-current liabilities: Public Warrants 4,792 — — 4,792 Private Warrants — 146 — 146 Total $ 4,792 $ 146 $ 4,875 $ 9,813 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 24,460 — — $ 24,460 Total $ 24,460 — — $ 24,460 Liabilities: Derivative liability — — — — Other non-current liabilities: Public Warrants — — — — Private Warrants — — — — Total — — — — The Company’s investments in money market funds are measured at amortized cost, which approximates fair value. The Company’s warrant liability as of December 31, 2021 includes public and private warrants that were originally issued by 890, but which were assumed by the Company as part of the Closing of the Business Combination (the “Public Warrants” and “Private Warrants”, respectively, or together, the “Public and Private Warrants”). The Public and Private Warrants are recorded on the balance sheet at fair value. The carrying amount is subject to remeasurement at each balance sheet date. With each remeasurement, the carrying amount is adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations and comprehensive loss. The Public Warrants are publicly traded under the symbol “BZFDW”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The closing price of the Public Warrants was $0.98 and $0.50 as of December 3, 2021 and December 31, 2021, respectively. As of December 31, 2021, Level 3 instruments consisted of the Company’s derivative liability related to the Notes. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. To measure the fair value of the derivative liability, the Company compared the calculated value of the Notes with the indicated value of the host instrument, defined as the straight-debt component of the Notes. The difference between the value of the straight-debt host instrument and the fair value of the Notes resulted in the value of the derivative liability. The value of the straight-debt host instrument was estimated based on a binomial lattice model, excluding the conversion option and the make-whole payment upon conversion. The following table provides quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability: December 31, December 3, 2021 2021 Term (in years) 4.9 5.0 Risk-free rate 1.25 % 1.13 % Volatility 31.5 % 28.0 % The following table represents the activity of the Level 3 instruments: Derivative Liability Balance as of December 31, 2020 — Issuance of Notes $ 31,620 Change in fair value of derivative liability (26,745) Balance as of December 31, 2021 $ 4,875 There were no transfers between fair value measurement levels during the year ended December 31, 2021. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): 2021 2020 Leasehold improvements $ 47,573 $ 49,074 Furniture and fixtures 6,029 8,027 Computer equipment 5,134 5,625 Video equipment 648 643 59,384 $ 63,369 Less: Accumulated depreciation (36,332) (37,824) $ 23,052 $ 25,545 Depreciation totaled $8.3 million, $8.1 million, and $8.7 million for the years ended December 31, 2021, 2020 and 2019, respectively, included in depreciation and amortization expense. |
Capitalized Software Costs, net
Capitalized Software Costs, net | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized Software Costs, net | |
Capitalized Software Costs, net | 7. Capitalized Software Costs, net Capitalized software costs, net consisted of the following: 2021 2020 Website and internal-use software $ 81,908 $ 72,574 Less: Accumulated amortization (65,354) (56,014) $ 16,554 $ 16,560 During the years ended December 31, 2021, 2020 and 2019, the Company capitalized $11.0 million, $9.8 million and $8.2 million respectively, included in Capitalized software costs and amortized $11.1 million, $9.4 million and $10.8 million, respectively, included in depreciation and amortization expense. |
Goodwill and Intangibles, net
Goodwill and Intangibles, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangibles, net | |
Goodwill and Intangibles, net | 8. Goodwill and Intangibles, net The following table presents the goodwill activities for the periods presented: Balance as of December 31, 2020 $ — HuffPost Acquisition 5,490 C Acquisition 189,391 Balance as of December 31, 2021 $ 194,881 The following table presents the detail of intangible assets for the periods presented and the weighted average remaining useful lives: December 31, 2021 December 31, 2020 Weighted- Average Remaining Gross Useful Lives (in Carrying Accumulated Net Carrying Gross Carrying Accumulated years) Value Amortization Value Value Amortization Net Carrying Value Acquired Technology 3 years $ 10,600 $ 1,745 $ 8,855 $ — $ — $ — Trademarks and Trade Names 15 years 111,000 1,356 109,644 — — — Trademarks and Trade Names Indefinite 1,368 — 1,368 1,368 — 1,368 Customer Relationships 4 years 17,000 354 16,646 — — — Total $ 139,968 $ 3,455 $ 136,513 $ 1,368 $ — $ 1,368 Amortization expense associated with intangible assets for the year ended December 31, 2021 and 2020 was $3.5 Estimated future amortization expense as of December 31, 2021 is as follows (in thousands): 2022 $ 15,183 2023 15,183 2024 13,438 2025 11,296 2026 7,400 Thereafter 72,645 $ 135,145 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 9. Debt Secured Facility On May 20, 2020, the Company entered into a two-year, $20.0 million, secured borrowing facility agreement (“Secured Facility”). Borrowings under the Secured Facility were limited to 80% of qualifying accounts receivable and bore interest at a rate of LIBOR plus 7.25% per annum, subject to a LIBOR floor rate of 1.5%. Repayment of borrowings under the Secured Facility was required upon the earlier of: (i) the collection of the qualified account receivable, (ii) the maturity date of May 21, 2022, or (iii) on demand with respect to any qualified account receivable that is disputed by the payor, for which the payor has become insolvent or has indicated an inability or unwillingness to pay, or that remains uncollected more than 120 days from the original invoice date. The Secured Facility was subject to a minimum monthly average utilization of $10.0 million. Borrowings under the Secured Facility were collateralized by the Company’s personal property (including accounts receivable but excluding intellectual property). The Secured Facility included covenants that, among other things, limited the ability of the Company to incur additional indebtedness. The Company terminated the Secured Facility on December 30, 2020. Revolving Credit Facility On December 30, 2020, the Company entered into a new three-year, $50.0 million, revolving loan and standby letter of credit facility agreement (“Revolving Credit Facility”). The Revolving Credit Facility provides for the issuance of up to $15.5 million of standby letters of credit and aggregate borrowings under the Revolving Credit Facility are generally limited to 95% of qualifying investment grade accounts receivable and 90% of qualifying non-investment grade accounts receivable, subject to adjustment at the discretion of the lenders. The Revolving Credit Facility includes covenants that, among other things, require the Company to maintain at least $25.0 million of unrestricted cash at all times, limits the ability of the Company to incur additional indebtedness, pay dividends, hold unpermitted investments, or make material changes to the business. The Company was in compliance with the financial covenant as of December 31, 2021. The $15.5 million of standby letters of credit were issued during the three months ended March 31, 2021 in favor of certain of the Company’s landlords. The Revolving Credit Facility was amended and restated in connection with the closing of the Business Combination, namely to, among other things, add the Company and certain other entities as guarantors. Borrowings under the Revolving Credit Facility bear interest at LIBOR, subject to a floor rate of 0.75%, plus a margin of 3.75% to 4.25%, depending on the level of the Company’s utilization of the facility (4.50% at December 31, 2021), and subject to a monthly minimum utilization of $15.0 million. The facility also includes an unused commitment fee of 0.375%. As of December 31, 2021, the Company had outstanding borrowings of $28.5 million under the Revolving Credit Facility and $15.5 million of outstanding letters of credit issued under the facility. As of December 31, 2020, the Company had outstanding borrowings of $20.4 million and no letters of credit outstanding. The total unused borrowing capacity was $5.4 million and $29.6 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company had $0.3 million and $0.5 million of costs in connection with the issuance of debt included in prepaid and other assets in the consolidated balance sheet, respectively. Convertible Notes In June 2021, the Company entered into subscription agreements with certain purchasers to sell $150.0 million aggregate principal amount of unsecured convertible notes due 2026. In connection with the Business Combination, the Company completed the Convertible Note Financing of $150.0 million of unsecured convertible notes. The Notes bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes are convertible into shares of Class A common stock, or a combination of cash and Class A common stock, at the Company’s election, at an initial conversion price of $12.50 and mature on December 3, 2026. The Company may, at its election, force conversion of the Notes after the third anniversary of the issuance of the Notes, subject to a holder’s prior right to convert and certain other conditions, if the volume-weighted average trading price of the BuzzFeed Class A common stock is greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days. In the event that a holder of the Notes elects to convert its Notes after the one year anniversary, and prior to the three-year anniversary, of the issuance of the Notes, the Company will be obligated to pay an amount equal to: (i) from the one year anniversary of the issuance of the Notes to the two year anniversary of the issuance of the Notes, an amount equal to 18 month’s interest declining ratably on a monthly basis to 12 month’s interest on the aggregate principal amount of the Notes so converted and (ii) from the two year anniversary of the issuance of the Notes to the three year anniversary of the issuance of the Notes, an amount equal to 12 month’s interest declining ratably on a monthly basis to zero month’s interest, in each case, on the aggregate principal amount of the note so converted (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash. Without limiting a holder’s right to convert the Notes at its option, interest will cease to accrue on the Notes during any period in which the Company would otherwise be entitled to force conversion of the Notes, but is not permitted to do so solely due to the failure of a trading volume condition specified in the indenture governing the Notes. Each holder of a Note will have the right to cause the Company to repurchase for cash all or a portion of the Notes held by such holder (i) at any time after the third anniversary of the closing date, at a price equal to par plus accrued and unpaid interest; or (ii) at any time upon the occurrence of a fundamental change (as defined in the indenture governing the Notes), at a price equal to 101% of par plus accrued and unpaid interest. The indenture governing the Notes includes restrictive covenants that, among other things, limit the Company’s ability to incur additional debt or liens, make restricted payments or investments, dispose of significant assets, transfer intellectual property, or enter into transactions with affiliates. In accounting for the Notes, the Company bifurcated a derivative liability representing the conversion option, with a fair value at issuance of $31.6 million. To measure the fair value of the derivative liability, the Company compared the calculated value of the Notes with the indicated value of the host instrument, defined as the straight-debt component of the Notes. The difference between the value of the straight-debt host instrument and the fair value of the Notes resulted in the value of the derivative liability. The value of the straight-debt host instrument was estimated based on a binomial lattice model, excluding the conversion option and the make-whole payment upon conversion. The derivative liability is remeasured at each reporting date with the resulting gain or loss recorded in Change in fair value of derivative liability within the consolidated statements of operations. Debt issuance costs related to the Notes totaled $6.7 million and were allocated between the debt component and derivative liability based on their relative values. Issuance costs attributable to the debt component were $5.3 million and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the derivative liability were $1.4 million and were expensed immediately. Interest expense on the Notes is recognized at an effective interest rate of 15% and totaled $1.3 million for the year ended December 31, 2021, of which amortization of the debt discount and issuance costs comprised $0.3 million. The net carrying amount of the Notes as of December 31, 2021 was: Principal outstanding $ 150,000 Unamortized debt discount and issuance costs (36,627) Balance as of December 31, 2021 $ 113,373 The fair value of the Notes as of December 31, 2021 was approximately $126.0 million. The fair value of the Notes was estimated using Level 3 inputs. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 10. Warrants In connection with the closing of the Business Combination, the Company assumed 9,583,287 Public Warrants and 292,500 Private Warrants. The Company accounts for the warrants assumed as in accordance with the guidance contained in Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40). Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in our consolidated statements of operations. The Public Warrants are exercisable commencing 30 days after the completion of the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The warrants have an exercise price of $11.50 per whole share, subject to adjustments, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are non-redeemable so long as they are held by 890’s sponsor or its permitted transferees. If the Private Warrants are held by someone other than 890’s sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock | |
Convertible Preferred Stock | 11. Shares Year Shares Issued and Issue Liquidation Series Issued Authorized (1) Outstanding (1) Price (1) Value Series A 2008 10,710 10,710 $ 0.33 $ 3,500 Series A-1 2008 11,630 11,630 $ 0.05 600 Series B 2010 13,468 13,468 $ 0.59 8,000 Series C 2011 15,375 15,375 $ 1.01 15,500 Series D 2012 7,383 7,383 $ 2.62 19,370 Series E 2014 4,914 4,914 $ 10.18 50,000 Series F 2015 15,440 15,440 $ 12.95 200,000 Series G 2016 15,440 15,440 $ 12.95 200,000 94,360 94,360 $ 496,970 (1) Voting Rights Each share of the Legacy BuzzFeed’s preferred stock was entitled to the number of votes equal to the number of shares of Class B Common Stock into which such share of preferred stock could be converted. Dividends Holders of shares of Legacy BuzzFeed’s preferred stock were entitled to receive noncumulative annual dividends at a rate of 8% of the applicable original issue price when, as and if declared by Legacy BuzzFeed’s board of directors. Series G and G-1 preferred stockholders of Legacy BuzzFeed were entitled to receive dividends, prior and in preference to any dividends on all other preferred stock and common stock. Series A, B, C, D, E and F preferred stockholders of Legacy BuzzFeed were entitled to receive dividends, prior and in preference to any dividends on shares of Legacy BuzzFeed’s Series A-1 preferred stock and common stock. Series A-1 preferred stockholders of Legacy BuzzFeed were entitled to receive dividends prior and in preference to any dividends on shares of the Company’s common stock. The Company has not declared or paid any cash dividends. Conversion Shares of Legacy BuzzFeed’s preferred stock were convertible at the option of the holders into shares of Legacy BuzzFeed’s Class B common stock as adjusted by a ten-for-one stock split effected in January 2015. Each share of preferred stock of Legacy BuzzFeed was convertible, without payment of additional consideration by the holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing the adjusted original issue price by the conversion price applicable to such share. Each share of Legacy BuzzFeed’s Series F preferred stock was convertible at the option of the holder into one share of Series F-1 preferred stock. Each share of Legacy BuzzFeed’s Series G preferred stock was convertible into one share of Legacy BuzzFeed’s Series G-1 preferred stock. Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, including a deemed liquidation event, as defined, the holders of Series G and G-1 preferred stock of Legacy BuzzFeed were entitled to receive, on a pari passu pari passu If the proceeds were insufficient to permit payment in full to all holders of Legacy BuzzFeed’s Series G and G-1, the assets would have been distributed ratably to the holders of the Legacy BuzzFeed’s Series G and G-1 preferred stock in proportion to the amount each such holder would otherwise be entitled to receive. If proceeds remained but were insufficient to permit payment in full to all holders of Legacy BuzzFeed’s Series A, B, C, D, E and F preferred stock, the assets would have been distributed ratably to the holders of the Legacy BuzzFeed’s Series A, B, C, D, E and F preferred stock in proportion to the amount each such holder would otherwise have been entitled to receive. Redemption Legacy BuzzFeed’s preferred stock was not redeemable and any redemption rights under the previous agreements for Series A, B, C and D preferred stock have been canceled. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Noncontrolling Interest | |
Redeemable Noncontrolling Interest | 12. The redeemable noncontrolling interest represents the interests in BuzzFeed Japan held by Yahoo Japan, which is puttable to the Company in certain conditions, none of which were met at December 31, 2021, including material breach of the JVA by the Company or the bankruptcy or liquidation of the Company. The redeemable noncontrolling interest is presented outside of the permanent equity on the Company’s consolidated balance sheets as the put right is outside of the Company’s control. Pursuant to the terms of the original JVA, Yahoo Japan held a 49% interest in BuzzFeed Japan. On May 1, 2021, The HuffingtonPost Japan, Limited, a consolidated subsidiary, merged into BuzzFeed Japan. As a result of the merger, Yahoo Japan’s interest in the combined entity was diluted to 24.5%. The table below presents the reconciliation of changes in redeemable noncontrolling interest: 2021 2020 2019 Balance as of January 1, $ 848 $ 28 $ (245) Merger of BuzzFeed Japan and HuffPost Japan 510 — — Allocation of net (income) loss 936 820 273 Balance as of December 31, $ 2,294 $ 848 $ 28 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Common Stock In connection with the closing of the Business Combination, the Company authorized the issuance of 700,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of Class C common stock, par value $0.0001 per share. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to fifty votes. Class C common stock is non-voting. Preferred Stock In connection with the closing of the Business Combination, the Company authorized the issuance of 50,000,000 shares of preferred stock, par value $0.0001 per share. The board of directors is authorized, without further stockholder approval, to issue such preferred stock in one or more series, to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. There were no issued Stock-Based Compensation Stock Incentive Plans The Company’s 2008 Stock Plan (the “2008 Plan”) was adopted on June 25, 2008. The Company’s 2015 Equity Incentive Plan (“2015 Plan”) was adopted on October 30, 2015 and superseded the 2008 plan. The 2015 Plan increased the number of Legacy BuzzFeed shares available for grant and issuance to 16,895,765. The 2015 Plan allowed for the grant of incentive and nonqualified stock options, restricted stock units (“RSUs”), and stock appreciation rights to eligible participants. On October 16, 2018, the 2015 Plan was amended to increase the maximum number of shares of Legacy BuzzFeed common stock available for issuance by 15,700,000. At the time the Equity Incentive Plan (defined below) became effective, 32,595,765 shares of Legacy BuzzFeed common stock had been authorized for issuance under the 2015 Plan. From and after the effectiveness of the Equity Incentive Plan, no additional awards will be granted under the 2015 Plan. Upon the closing of the Business Combination, all outstanding Legacy BuzzFeed stock options under the 2015 Plan and 2008 Plan, whether vested or unvested, were substituted and converted into options to purchase shares of Class A common stock granted in accordance with the Equity Inventive Plan based on the exchange ratio of 0.306. All outstanding Legacy BuzzFeed RSUs under the 2015 Plan and 2008 Plan were substituted and converted into RSUs representing the opportunity to be issued shares of Class A common stock granted in accordance with the Equity Incentive Plan based on the exchange ratio of 0.306. In December 2021, the Equity Incentive Plan was adopted by the 890 board and approved by the 890 stockholders prior to closing of the Business Combination and it became effective on the closing of the Business Combination. The Equity Incentive Plan allows the Company to grant awards of stock options, restricted stock awards, stock appreciation rights ("SARs"), RSUs, cash awards, performance awards, and stock bonus awards to officers, employees, directors and consultants. A total of 31,206,550 shares of Class A common stock were reserved for issuance under the Equity Incentive Plan. The number of shares reserved for issuance under the Equity Incentive Plan will increase automatically on January 1 of each year from 2022 through 2031 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of all classes of common stock as of the immediately preceding December 31, or a number as may be determined by the board of directors. Stock Options A summary of the stock option activity under the Company's equity incentive plans is presented below: Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares (1) Price (1) Term Intrinsic Value Balance as of December 31, 2020 9,822 $ 6.41 5.01 $ 19,248 Granted 621 9.11 Exercised (2,393) 2.95 Forfeited (2,392) 9.71 Expired (1,098) 8.79 Balance as of December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Expected to vest at December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Exercisable at December 31, 2021 3,895 $ 5.83 2.08 $ 2,670 (1) Options are generally granted for a term of 10 years from the date of grant. Options granted under the plans may be exercised prior to vesting. Stock options generally vest over four years based on service. The fair value of stock option awards is estimated on the date of grant using the Black-Scholes option-pricing model based upon the following range of assumptions: 2021 2020(1) 2019(1) Exercise price $8.99 – $9.25 $7.48 – $8.33 $8.30 – $8.33 Expected dividend yield 0% 0% 0% Expected volatility 45% – 48% 41% – 46% 38% – 39% Expected term (years) 5.00 6.07 5.55 6.07 5.80 6.09 Risk free interest rate 0.80% – 1.04% 0.26% – 1.17% 1.58% – 2.35% (1) The Company uses the simplified method in accordance with the applicable authoritative guidance to estimate the expected term of the option, due to the limited historical experience to date. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Since the Company’s common stock is not publicly traded for a sufficient time period, the expected volatility is based on expected volatilities of similar companies that have a history of being publicly traded. No dividends have been assumed. The Company records stock-based compensation expense on a straight-line basis over the vesting period. As of December 31, 2021, the total share-based compensation costs not yet recognized related to unvested stock options was $2.2 million, which is expected to be recognized over the weighted-average remaining requisite service period of 1.3 years. The weighted average fair value of stock options granted during December 31, 2021, 2020 and 2019 was $1.23, $1.03, and $1.01 respectively. The intrinsic value of stock options exercised was $13.8 million, $0.4 million, and $1.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Restricted Stock Units A summary of RSU activity is presented below: Weighted Average Grant-Date Fair Shares (1) Value (1) Outstanding as of December 31, 2020 2,530 $ 8.53 Granted 3,011 9.11 Vested (4) 9.25 Forfeited (302) 8.33 Outstanding as of December 31, 2021 5,235 $ 8.88 (1) As of December 31, 2021, there was approximately $29.1 million of unrecognized compensation costs related to RSUs. Included in the above are 2.5 million RSUs that vest based on service and upon the occurrence of a sale transaction ("Acquisition") or the completion of an initial public offering. The Two-Step Merger did not result in the satisfaction of this liquidity condition as it does not meet the definition of an Acquisition per the award agreements. Unrecognized compensation costs related to these RSUs totaled $21.2 million at December 31, 2021. The closing of the Two-Step Merger satisfied the liquidity condition in 2.7 million RSUs. As a result, $16.0 million of compensation cost associated with service rendered prior to the Two-Step Merger was recognized at Closing. $2.2 million, $4.4 million, $8.7 million, and $0.8 million of this was reflected in cost of revenue, excluding depreciation and amortization, sales and marketing, general and administrative, and research and development within the consolidated statement of operations, respectively. Escrowed Shares In connection with the Business Combination, our Chief Executive Officer and Founder, Jonah Peretti, Jonah Peretti, LLC, NBCUniversal Media, LLC (“NBCU”) and PNC Bank National Association, entered into an escrow agreement (the “Escrow Agreement”). The Escrow Agreement provides for, among other things, the escrow of 1,200,000 shares of New BuzzFeed Class A common stock or New BuzzFeed Class B common stock (the “Escrowed Shares”) exchangeable by Jonah Peretti, LLC in connection with the Two-Step Merger. Pursuant to the Escrow Agreement, in the event the Transfer Date SPAC Share Price (as defined in the Escrow Agreement) is less than $12.50 per share on the Transfer Date (as defined in the Escrow Agreement), Jonah Peretti, LLC and NBCU shall instruct the escrow agent to transfer (1) to NBCU a number of Escrowed Shares equal to the Make Whole Shares (as defined in the Escrow Agreement) and (2) to Mr. Peretti, the remainder of the Escrowed Shares, if any. If the Transfer Date SPAC Share Price is equal to or greater than $12.50 on the Transfer Date, Jonah Peretti, LLC and NBCU shall instruct the escrow agent to transfer all of the Escrowed Shares to Mr. Peretti. The Escrow Agreement was accounted for as a compensatory stock-based compensation award with a market condition. As there are no future service conditions, the $5.4 million fair value of the award was recognized within general and administrative expense at the time of closing of the Business Combination. The fair value was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the likelihood that the market condition will be satisfied. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | 14. Net income (loss) per share is computed using the two-class method. Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share reflects the effect of the assumed exercise of stock options, the vesting of restricted stock units, the exercise of warrants, the conversion of the Notes, and the conversion of convertible preferred stock only in the periods in which such effect would have been dilutive. Undistributed earnings were allocated to convertible preferred stock and shares of Class A common stock, Class B common stock, and Class C common stock based on the contractual participation rights of each as if earnings for the year had been distributed. Holders of convertible preferred stock were entitled to noncumulative annual dividends at a rate of 8% of the applicable original issue price when, as and if declared by the Company’s board of directors and prior to and in preference of payment of dividends on the Company’s common stock. Thereafter, dividends were distributed among holders of Class A common stock, Class B common stock and convertible preferred stock on a proportionate basis, based on the number of shares of common stock that would be held by each holder if all shares of convertible preferred stock were converted to Class B common stock at the then effective conversion rate. Holders of convertible preferred stock did not participate in losses and, accordingly, losses for the year ended December 31, 2019 were allocated entirely to holders of Class A, Class B, and Class C common stock. For the years ended December 31, 2021, 2020, and 2019, net loss per share amounts were the same for Class A, Class B, and Class C common stock because the holders of each class are entitled to equal per share dividends. The table below presents the computation of basic and diluted net income (loss) per share: Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 25,876 $ 11,156 $ (36,919) Net income attributable to the redeemable noncontrolling interest 936 820 273 Net income attributable to noncontrolling interests 228 Allocation of undistributed earnings to convertible preferred stock 24,712 10,336 — Net income (loss) attributable to holders of Class A, Class B, and Class C common stock for basic net income (loss) per share $ — $ — $ (37,192) Add: interest on Notes 1,317 — — Deduct: change in fair value of derivative liability (26,745) — — Reallocation of undistributed earnings to convertible preferred stock 24,712 — — Net income (loss) attributable to holders of Class A, Class B, and Class C common stock for diluted net income (loss) per share $ (716) $ — $ (37,192) Denominator: Weighted average common shares outstanding, basic 27,048 11,942 11,804 Impact of assumed conversion of Notes 953 — — Weighted average common shares outstanding, diluted 28,001 11,942 11,804 Net income (loss) per common share, basic $ 0.00 $ 0.00 $ (3.15) Net income (loss) per common share, diluted $ (0.03) $ 0.00 $ (3.15) The table below presents the details of securities that were excluded from the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive: 2021 2020 2019 Stock options 4,560 9,831 10,715 Restricted stock units 2,779 — — Warrants 9,876 — — Convertible preferred stock — 94,360 94,360 Additionally, the calculation of diluted net income (loss) per share excluded 2.4 million, 2.5 million, and 2.6 million restricted stock units at December 31, 2021, 2020, and 2019, respectively, for which the related liquidity condition had not been met. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 15. The domestic and foreign components of income (loss) before provision for income taxes were as follows: 2021 2020 2019 Domestic $ (301) $ 12,837 $ (29,247) Foreign (227) (740) (8,030) Total (loss) income before income taxes $ (528) $ 12,097 $ (37,277) The provision (benefit) for income taxes consisted of the following: Year Ended December 31, 2021 2020 2019 Current (benefit) / provision Federal $ (16) $ (16) $ (7) State 112 188 20 Foreign 1,666 657 (370) Total current (benefit) / provision $ 1,762 829 $ (357) Deferred (benefit) / provision Federal $ (23,020) $ 7 $ 1 State (2,682) 4 7 Foreign (2,464) 101 (9) Total deferred (benefit) / provision $ (28,166) 112 $ (1) Total (benefit) / provision Federal $ (23,036) $ (9) $ (6) State (2,570) 192 27 Foreign (798) 758 (379) Total (benefit) / provision $ (26,404) $ 941 $ (358) A reconciliation of the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2021, 2020 and 2019 to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Income tax (benefit) provision at the U.S. federal statutory rate $ (111) $ 2,540 $ (7,828) State income taxes (519) 323 (543) Permanent differences 292 (53) 521 Change in valuation allowance (18,572) (3,720) 6,258 Effect of foreign operations (825) 325 373 Stock-based compensation (838) 198 478 Transaction costs 1,262 — — Derivative liability (6,612) — — Effect of change in tax rates (835) (253) (320) Sale of foreign subsidiary — 1,323 — Research & development tax credits (501) (253) (922) Foreign currency translation & transactions 254 144 33 Prior period adjustments — 230 1,210 Other 601 137 382 Total provision (benefit) for income taxes $ (26,404) $ 941 $ (358) For the years ended December 31, 2021, 2020 and 2019, the Company’s effective tax rate was 5,000.8%, 7.8% and 1.0% respectively.For the year ended December 31, 2021, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily related to the partial release of the Company’s U.S. valuation allowance as a result of certain business combinations consummated during 2021. The Company recorded excess deferred tax liabilities related to the business combinations which provided a source of future taxable income to support partial realization of the Company’s pre-existing deferred tax assets. The income tax benefit related to the change in valuation allowance was offset by an income tax provision for foreign taxes. For the years ended December 31, 2020 and 2019, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The CARES Act included several measures to assist companies including temporary changes to income and non-income based tax laws. Several significant tax-related provisions of the CARES Act included (1) allowing net operating loss (NOL) carryforwards originating in 2018, 2019 or 2020 to be carried back to the prior five tax years, (2) eliminating the 80% taxable income limitation by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020, (3) increasing the net interest expense deduction limitation to 50% of adjusted taxable income from 30% for the 2019 and 2020 tax years, (4) allowing taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credit instead of recovering the credit through refunds over a period of years and (5) allowing companies to deduct more of their cash charitable contributions paid during calendar year 2020 by increasing the taxable income limitation to 25% from 10%. The income tax provisions of the CARES Act had limited applicability to the Company and did not have a material impact on the Company’s consolidated financial statements. Significant components of deferred tax assets and liabilities as of were as follows: Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 93,592 $ 79,475 Accruals 3,503 2,879 Stock-based compensation 6,380 2,841 Bad debt 241 262 Deferred rent 4,167 5,043 Interest expense 735 Other 691 1,185 Total deferred tax asset $ 109,309 $ 91,685 Valuation allowance (66,848) (83,978) Net deferred tax asset $ 42,461 $ 7,707 Deferred tax liabilities Deferred state income tax (1,596) (2,087) Depreciation and amortization (1,905) (1,720) Intangible assets (37,352) (3,905) Total deferred tax liability $ (40,853) $ (7,712) Net deferred tax asset (liability) $ 1,608 $ (5) Net deferred tax assets are included within prepaid and other assets and net deferred tax liabilities are included within other liabilities on the Company’s consolidated balance sheets. In assessing the realizability of its deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based upon the weight of available evidence, the Company concluded it is more likely than not that it will not be able to realize its U.S. deferred tax assets and therefore has maintained a full valuation allowance on its U.S. deferred tax assets. In addition, the Company maintains a valuation allowance against certain deferred tax assets in the UK, Spain, Japan and Canada. The Company’s valuation allowance decreased by approximately $17.1 million in 2021. As of December 31, 2021, the Company has U.S. federal and state net operating losses of approximately $314.5 million and $11.3 million, respectively. Of the $314.5 million of U.S. federal net operating losses, $201.5 million expire in tax year beginning 2030 through 2039 if not utilized and $113.0 that has an indefinite lived carryforward period. The $11.3 million of state net operating losses will expire in tax years beginning in 2025 to 2041 if not utilized. As of December 31, 2021, the Company has foreign net operating loss carryforwards of $29.2 million which will begin to expire in 2026. Utilization of net operating losses and tax credit carryforwards are subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, in the event of a change in the Company’s ownership, as defined in current income tax regulations. As of December 31, 2021, the Company has deferred interest expense carryforwards under IRC Section 163(j) of $3.2 million which may be carried forward indefinitely but only available to offset 30% of tax adjusted EBIT. In addition, the Company had federal research and development tax credits of approximately $8.1 million, which expire in the tax years beginning in 2032 through 2041, if not utilized. Notwithstanding the current taxation of certain foreign subsidiaries under GILTI and one-time transition taxation enacted as part of the Tax Cut and Jobs Act, the Company intends to continue to reinvest its foreign earnings indefinitely outside the U.S. If these future earnings are repatriated to the U.S., or if the Company determines that such earnings will be remitted in the foreseeable future, the Company may be required to accrue U.S. deferred taxes (if any) and applicable withholding taxes. It is not practicable to estimate the tax impact of the reversal of the outside basis difference, or the repatriation of cash due to the complexity of its hypothetical calculation. The Company applies the applicable authoritative guidance which prescribes a comprehensive model in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. The Company recognizes interest and penalties related to income tax positions taken on the Company’s tax returns in income tax expense in the consolidated statements of operations. As of December 31, 2021, the Company recorded an uncertain tax position of $nil including interest and penalties related to state taxes. As of December 31, 2020 and 2019, the Company had no uncertain tax positions. The Company, or one of its subsidiaries, files its tax returns in the U.S. and certain state and foreign income tax jurisdictions with varying statute of limitations. The earliest years’ tax returns filed by the Company that are still subject to examination by the tax authorities in the major jurisdictions are as follows: Years United States 2017 United Kingdom 2020 Japan 2016 Canada 2018 |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Costs | |
Restructuring Costs | 16. On March 9, 2021, the Company announced a restructuring of HuffPost, including employee terminations, in order to efficiently integrate the HuffPost Acquisition and establish an efficient cost structure. The Company incurred approximately $3.6 million in severance costs related to the restructuring, of which $3.2 million were included in cost of revenue, excluding depreciation and amortization, $0.3 million were included in sales and marketing, and $0.1 million were included in research and development. For the year ended December 31, 2019, the Company incurred $9.6 million in restructuring costs, of which $4.4 million were included in cost of revenue, excluding depreciation and amortization, $2.2 million were included in general and administrative, $1.6 million were included in sales and marketing, and $1.4 million were included in research and development. At December 31, 2021 and 2020, there were no |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 17. Commitments The Company leases office space under non-cancelable operating leases with various expiration dates through 2029. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain of the Company’s lease agreements include escalating lease payments. Additionally, certain lease agreements contain renewal provisions and other provisions which require the Company to pay taxes, insurance, or maintenance costs. Rent expense for the years ended December 31, 2021, 2020 and 2019 were $18.5 million, $25.7 million and $24.8 million respectively. Future minimum lease payments under leases having initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2021 are as follows: Year Amount 2022 $ 33,817 2023 31,910 2024 23,885 2025 21,148 2026 8,441 Thereafter 2,642 $ 121,843 The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease rent income is recognized as an offset to rent expense on a straight-line basis over the lease term. In addition to sublease rent, other costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs. Sublease income for the years ended December 31, 2021, 2020 and 2019 were $6.8 million, $6.1 million and $2.7 million respectively. Sublease receipts to be received in the future under noncancelable sublease as of December 31, 2021 are as follows: Year Amount 2022 $ 6,769 2023 6,940 2024 7,280 2025 7,360 2026 2,929 Thereafter 215 $ 31,493 Guarantees In September 2018, at the time of its equity investment in a private company, the Company agreed to guarantee the lease of the investee’s premises in New York. In October 2020, the investee renewed its lease agreement, and the Company’s prior guarantee was replaced with a new guarantee of up to $5.4 million. The amount of the guarantee is reduced as the investee makes payments under the lease. As of December 31, 2021, the maximum amount of the guarantee was $2.7 million, and no liability was recognized with respect to the guarantee. In the course of business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not fulfill its obligations under an indemnification obligation. The Company records a liability for indemnification obligations and other contingent liabilities when probable and reasonably estimable. Legal Matters The Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of such matters cannot be predicted with certainty and the impact that the final resolution of such matters will ultimately have on the Company’s consolidated financial statements is not known, we do not believe that the resolution of these matters will have a material adverse effect on the Company’s future results of operations or cash flows. The Company settled or resolved certain legal matters during the fiscal years ended December 31, 2021, 2020 and 2019 that did not individually or in the aggregate have a material impact on the Company’s business or its consolidated financial position, results of operations or cash flows. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment Information | 18. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has determined that its chief executive officer (“CEO”) is its CODM who makes resource allocation decisions and assesses performance based upon financial information at the consolidated level. The Company manages its operations as a single segment for the purpose of assessing and making operating decisions. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. |
Related party Transactions
Related party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 19. In June 2021, BuzzFeed entered into a Commercial Agreement with NBCU, a holder of at least 5% of Class A common stock, pursuant to which, among other things, effective on the closing of the Business Combination: (1) NBCU will continue to be entitled to marketing services on BuzzFeed platforms at certain discounted rates; (2) BuzzFeed will provide editorial promotion of at least $1.0 million in marketing value during each year of the term of the Commercial Agreement across BuzzFeed’s digital properties at no cost to NBCU, its affiliates and joint ventures and their respective brands; (3) BuzzFeed will provide licensed content to NBCU to be made available on an applicable NBCU entity streaming service under certain exclusivity terms during the remainder of the term of the Commercial Agreement; (4) NBCU shall be the exclusive sales representative for all BuzzFeed inventory, including HuffPost inventory, on Apple News and BuzzFeed shall endeavor to spend at least $1.0 million during the first year of the term of the Commercial Agreement to promote any of its commerce initiatives; and (5) BuzzFeed will provide 200 million impressions per year of the term of the Commercial Agreement to drive traffic from the BuzzFeed platforms and third-party social media platforms to NBCU news properties. The Commercial Agreement shall continue to be in effect for a period of three years, unless earlier terminated by either party in accordance with its terms and conditions, or until terminated by BuzzFeed as of the date that NBCU realizes $400.0 million or more in value for the NBCU Base Shares (as defined in the Escrow Agreement). The Company also entered into certain partnership agreements with NBCU in 2018, 2019, and 2020. The Company recognized revenue from NBCU of $2.9 million, $3.6 million and $9.9 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company recognized expenses under contractual obligations from NBCU of $1.1 million, $0.8 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company had outstanding receivable balances of $1.2 million and $nil from NBCU as of December 31, 2021 and 2020, respectively. The Company had outstanding payable balances of $0.3 million and $nil to NBCU as of December 31, 2021 and 2020, respectively. In September 2018, the Company invested $1.8 million in the equity of a private company. At the time of investment, an executive of BuzzFeed was the controlling stockholder of the investee. Effective August 26, 2019 the Company and the former executive entered into a consultancy arrangement whereby the Company engaged the former executive to provide advice and counsel. During the year ended December 31, 2019, the Company incurred $0.4 million in respect of such consultancy charges. The agreement expired on March 31, 2020. The Company earned revenue under an agreement with the investee of $0.5 million and $1.4 million during the years ended December 31, 2021 and December 31, 2020, respectively, and incurred costs under contractual obligations from the investee of $nil million, $0.2 million, and $2.0 million for the years ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively. These costs are included in the consolidated statements of operations in cost of revenue. The Company had outstanding receivable balances of $nil million and $0.9 from the investee as of December 31, 2021 and 2020, respectively. Additionally, the Company has guaranteed a lease of the investee. Refer to Note 17 for further details. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | 20. Supplemental Cash Flow Information Year Ended December 31, 2021 2020 2019 Cash paid for income taxes, net $ 1,228 $ 83 $ 415 Cash paid for interest 901 1,096 270 Non-cash investing and financing activities: Accounts payable and accrued expenses related to property and equipment 306 129 187 Issuance of common stock for HuffPost Acquisition 24,064 — — Issuance of common stock for C Acquisition 96,200 — — Warrants assumed as part of the business combination 9,678 — — Accrued reverse recapitalization costs 585 — — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events. | |
Subsequent Events | 21. Subsequent Events On March 22, 2022, in connection with the acquisition of Complex Networks, the Company approved certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands.The Company expects to record total pre-tax restructuring charges of approximately $1.7 million, comprised mainly of severance and related benefit costs. The restructuring actions associated with this charge are expected to be substantially complete in Q1 2022. Additionally, on March 22, 2022, as part of a strategic repositioning of BuzzFeed News, the Company shared with NewsGuild, the representative of the BuzzFeed News bargaining unit, a voluntary buyout proposal covering certain desks. That proposal will be negotiated as part of collective bargaining. The Company has not yet shared its voluntary buyout proposal with non-unit BuzzFeed News employees, but it plans to do so. Employees who meet the eligibility requirements for the voluntary buyout will have 45 days to accept the Company’s offer after it has been formally communicated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Polices) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Financial Statements and Principles of Consolidation | Basis of Financial Statements and Principles of Consolidation The accompanying consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries. The Company’s consolidated financial statements are prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year figures have been reclassified to conform to current period presentation. The Company evaluates its relationships with other entities to identify whether they are variable interest entities (“VIE”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. In August 2015, the Company signed a Joint Venture Agreement (“JVA”) with Yahoo Japan to establish and develop operations in Japan. BuzzFeed Japan will carry out the core BuzzFeed business in the Japanese language for the Japanese market. BuzzFeed Japan is a joint venture owned 51% by the Company, through its wholly-owned subsidiaries, BuzzFeed UK Limited, and The Huffington Post Holdings LLC and 24.5% by Z Holdings Corporation and 24.5% by Asahi Shimbun Company. BuzzFeed Japan is included as a consolidated subsidiary in the consolidated financial statements. During 2021 and 2020 the Company established several production companies created solely for the purpose of producing a single film each, which are considered VIEs. The Company is the primary beneficiary of each production company as it has the ability to direct the activities that most significantly impact the economic performance of the entities, the obligation to absorb losses, and the right to receive benefits from the entities. As a result, the production companies are included as consolidated subsidiaries in the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process actual results could differ from those estimates. Key estimates and assumptions relate primarily to revenue recognition, fair values of intangible assets acquired in business combinations, valuation allowances for deferred income tax assets, allowance for doubtful accounts, fair value of the derivative liability, fair values used for stock-based compensation in periods prior to the Business Combination, useful lives of fixed assets, and capitalized software costs. |
Fair Value Measurements | Fair Value Measurements The fair value framework under the applicable authoritative guidance requires the categorization of assets and liabilities into three levels: ● Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities ● Level 2 — inputs are observable, either directly or indirectly, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3 — inputs are generally unobservable inputs and typically reflect management’s best estimate of assumptions that market participants would use in pricing the asset or liability. The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The carrying amounts of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, accrued expenses, deferred rent, deferred revenue, other current liabilities, and borrowings on our Revolving Credit Facility (as defined below) approximate fair value. Money market funds are categorized as Level 1. The Company’s non-financial assets, which include property and equipment, capitalized software costs, prepaid and other assets, and intangible assets, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at its fair value. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company considers instruments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The associated risk of concentration is mitigated by banking with creditworthy institutions. The Company classifies all cash whose use is limited by contractual provisions as restricted cash. In the first quarter of 2021, letters of credit totaling $15.5 million were issued under the $50.0 million revolving credit facility (the “Revolving Credit Facility”) which reduced the remaining borrowing capacity by the same amount. These letters of credit were used in favor of our landlords, relieving us of the requirement to maintain $15.5 million of cash as collateral. As a result, the $15.5 million of restricted cash as of December 31, 2020 is no longer restricted. The following table summarizes cash and cash equivalent and restricted cash in the consolidated balance sheets (in thousands): 2021 2020 Cash and cash equivalents $ 79,733 $ 90,626 Restricted cash — 15,500 Total $ 79,733 $ 106,126 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable are customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts if required. The Company determines its allowance for doubtful accounts based on the evaluation of the aging of its accounts receivable and on a customer-by-customer analysis of its high-risk customers. The Company’s reserve contemplates its historical loss rate on receivables, specific customer situations and the economic environments in which the Company operates. The change in the Company’s allowance for doubtful accounts was as follows: Year Ended December 31, 2021 2020 2019 Balance as of January 1, $ 1,387 $ 1,122 $ 1,055 Additions 703 1,208 449 Write-offs, net of recoveries (996) (943) (382) Balance as of December 31, $ 1,094 $ 1,387 $ 1,122 As of December 31, 2021, the Company had one customer that represents 11% of net accounts receivable. As of December 31, 2020, the Company had four customers that represent 13%, 13%, 12% and 10% of net accounts receivable. The Company had two customers representing 13% and 12% of total revenue for the year ended December 31, 2021, two customers representing 13% and 10% of total revenue for the year ended December 31, 2020, and two customers representing 12% and 10% of total revenue for the year ended December 31, 2019. |
Film Costs | Film Costs Costs incurred to produce films (which include direct production costs, production overhead, acquisition costs and development costs) are capitalized when incurred. Capitalized film costs are amortized based upon the ratio of current period revenues to estimated total gross revenues to be earned from the film. Film costs, which were included in prepaid and other assets on the consolidated balance sheets, were as follows: 2021 2020 Individual Monetization: Feature films in production $ 3,690 $ 2,086 Total $ 3,690 $ 2,086 During the year ended December 31, 2021, the Company amortized film costs of $7.1 million associated with individually monetized feature films. No amortization of film costs was recorded during the years ended December 31, 2020 or 2019. Film cost amortization is included in cost of revenue in the consolidated statements of operations. Film costs are stated at the lower of amortized cost or estimated fair value and are reviewed on a title-by-title basis when an event or change in circumstances indicates that the fair value of a film is less than its unamortized cost. During the years ended December 31, 2021, 2020 or 2019, the Company recorded no impairment charges related to film costs. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment of each asset category are as follows: Useful Life (Years) Furniture and fixtures 5 Leasehold improvements 7 – 11 Computer equipment 3 Video equipment 3 |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes certain costs incurred for development of websites or software for internal use. The Company capitalizes development costs when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Costs include payroll and payroll-related costs of employees directly associated with the development activities. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements, generally 1 |
Investments | Investments For equity investments in entities that the Company does not exercise significant influence over, if the fair value of the investment is not readily determinable, the investment is accounted for at cost, and adjusted for subsequent observable price changes. If the fair value of the investment is readily determinable, the investment is accounted for at fair value. The Company reviews equity investments without readily determinable fair values at each period end to determine whether they have been impaired. As of December 31, 2021 and 2020, the Company had an investment in equity securities of a privately-held company without a readily determinable fair value. The total carrying value of the investment, included in prepaid and other assets on the consolidated balance sheets, was $2.3 million as of December 31, 2021 and 2020. The Company concluded that the fair value of the investment increased $0.5 million during the year ended December 31, 2020 as the result of observable price changes in orderly transactions for a similar investment in the same issuer. |
Evaluation of Long-Lived Assets and Impairment | Evaluation of Long-Lived Assets and Impairment The Company reviews its property and equipment and capitalized software costs for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques which may include discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There was no impairment of long-lived assets for the years ended December 31, 2021, 2020, or 2019. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company primarily generates its revenue from advertising services and content, which includes strategic partnerships and promotional content, with the remaining balance from other arrangements, including commerce. Advertising The Company generates its advertising revenue from managing a customer’s internet advertising campaigns to target markets both via BuzzFeed’s proprietary sites as well as premium publishers (e.g., Facebook and Google). Our performance obligations typically consist of a promised number of ads delivered or a promised number of actions related to the ads (such as impressions or views). Advertising revenue is recognized in the period that the related views, impressions, or actions by users on advertisements are delivered. When ads are placed on the Company’s owned and operated or third parties’ properties, the Company generally recognizes revenue on a gross basis because the Company is primarily responsible for the delivery of the promised services, has pricing discretion, and controls the advertising inventory prior to transfer to the customer. In some cases, the Company utilizes third party intermediaries to facilitate the sale of advertising to the end customer. In these situations, while the Company is primarily responsible for the delivery of the promised services and controls the advertising inventory prior to transfer to the end customer, the Company typically does not have insight, and does not expect to have insight, into the gross amount paid by the end customer and therefore records as revenue the net amount received from the intermediary. Content The Company generates revenue from creating content, including promotional content, customer advertising, and feature films. The Company’s performance obligations consist of Company-created content for use by its customers or the delivery of a promised number of actions related to the content (impressions or views). The revenue is recognized when the content, or the related action, is delivered. Commerce The Company participates in multiple marketplace arrangements with third parties such as Amazon whereby the Company provides affiliate links which redirect the audience to purchase products and/or services from the third parties. When the participant purchases a product and/or service, the Company receives a commission fee for that sale from the third parties. The revenue is recognized when a successful sale is made and the commission is earned. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of compensation-related expenses and costs incurred for the publishing of editorial, promotional, and news content across all platforms, as well as amounts due to third party websites and platforms to fulfil customers’ advertising campaigns. Web hosting and advertising serving platform costs are also included in cost of revenue. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of compensation-related expenses for sales employees. In addition, marketing and sales-related expenses include advertising costs, market research, and branding. |
General and Administrative | General and Administrative General and administrative expense consists primarily of compensation-related expenses for corporate employees. Also, it consists of expense for facilities, professional services fees, insurance costs, and other general overhead costs. |
Research and Development | Research and Development Research and development (“R&D”) expenses consist primarily of compensation-related expenses incurred for the development of, enhancements to, and maintenance of the Company’s website, technology platforms and infrastructure. R&D expenses that do not meet the criteria for capitalization are expensed as incurred. Certain development expenses are capitalized under the provisions of the applicable authoritative guidance, whereby the Company capitalizes costs associated with website and internal-use software systems that have reached the application development stage. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company made a policy election to treat the income tax with respect to GILTI as a period expense when incurred. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is recognized as an expense in the consolidated financial statements and is measured at the fair value of the award. The Company recognizes compensation expense for stock awards based on grant date fair value using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur. The Company adopted Accounting Standards Update (“ASU”) 2018-07, Improvements to Non-employee Share-Based Payment Accounting employee award was fully vested. The adoption of this ASU did not have material impact on the consolidated financial statements and there was no adjustment to beginning accumulated deficit on January 1, 2020. The following table summarizes stock-based compensation cost included in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue, excluding depreciation and amortization $ 2,788 $ 109 $ 353 Sales and marketing 4,829 60 658 General and administrative 15,052 977 1,446 Research and development 896 43 356 $ 23,565 $ 1,189 $ 2,813 The Company recognized no income tax benefit in the consolidated statements of operations for stock-based compensation arrangements in 2021, 2020 or 2019. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes certain changes in stockholders’ equity that are excluded from net income (loss) such as cumulative foreign currency translation adjustments, unrealized gains or losses on marketable securities, and comprehensive income (loss) attributed to the redeemable noncontrolling interest. |
Foreign Currency | Foreign Currency The functional currency of our foreign subsidiaries are generally the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in foreign exchange gain (loss) within other income, net in the consolidated statements of operations. The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the same fiscal year. The ASU allows entities to use a modified or full retrospective transition method. The Company elected to early adopt ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have a significant impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software On January 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement (Topic 820) — Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement On January 1, 2021, the Company adopted the amended guidance in ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials On January 1, 2019, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting the new guidance on the Company’s consolidated financial statements. |
Description of the Business (Ta
Description of the Business (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Description of the Business | |
Summary of proceeds raised and issuance costs incurred in relation to business comnination | Cash from reverse recapitalization $ 16,167 890 reverse recapitalization costs (13,795) BuzzFeed reverse recapitalization costs (14,609) Accrued reverse recapitalization costs 585 Net proceeds from reverse recapitalization $ (11,652) Proceeds from Notes $ 150,000 Issuance costs (6,757) Issuance costs settled in stock 563 Proceeds from issuance of Notes, net of issuance costs $ 143,806 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of cash and cash equivalent and restricted cash | The following table summarizes cash and cash equivalent and restricted cash in the consolidated balance sheets (in thousands): 2021 2020 Cash and cash equivalents $ 79,733 $ 90,626 Restricted cash — 15,500 Total $ 79,733 $ 106,126 |
Schedule of allowance for doubtful accounts | The change in the Company’s allowance for doubtful accounts was as follows: Year Ended December 31, 2021 2020 2019 Balance as of January 1, $ 1,387 $ 1,122 $ 1,055 Additions 703 1,208 449 Write-offs, net of recoveries (996) (943) (382) Balance as of December 31, $ 1,094 $ 1,387 $ 1,122 |
Schedule of stock-based compensation | The following table summarizes stock-based compensation cost included in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue, excluding depreciation and amortization $ 2,788 $ 109 $ 353 Sales and marketing 4,829 60 658 General and administrative 15,052 977 1,446 Research and development 896 43 356 $ 23,565 $ 1,189 $ 2,813 |
Schedule of Film Capitalized Cost [Table Text Block] | 2021 2020 Individual Monetization: Feature films in production $ 3,690 $ 2,086 Total $ 3,690 $ 2,086 |
Schedule of Property, Plant and Equipment, Useful Life [Table Text Block] | Useful Life (Years) Furniture and fixtures 5 Leasehold improvements 7 – 11 Computer equipment 3 Video equipment 3 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
C Acquisition | |
Acquisitions and Dispositions | |
Schedule of fair value of consideration exchanged | Cash consideration (1) $ 197,966 Share consideration (2) 96,200 Total consideration $ 294,166 |
Schedule of purchase price allocation for the assets acquired and liabilities assumed | Cash 2,881 Accounts receivable 22,581 Prepaid and other current assets 17,827 Property and equipment 332 Intangible assets 119,100 Goodwill 189,391 Accounts payable (2,661) Accrued expenses (12,319) Accrued compensation (12,867) Deferred revenue (5,855) Deferred tax liabilities (22,776) Other liabilities (1,468) Total consideration for Complex Networks 294,166 |
Schedule of estimated fair value of each of the identifiable intangible assets | Weighted Average Asset Fair Value Useful Life (Years) Trademarks & tradenames 97,000 15 Customer relationships 17,000 4 Developed technology 5,100 3 |
Schedule of Company's pro forma combined revenues and net income | Year Ended December 31, 2021 2020 Revenue $ 521,224 $ 446,368 Net loss (19,747) (12,972) |
HuffPost and Verizon Investment | |
Acquisitions and Dispositions | |
Schedule of fair value of consideration exchanged | Fair value of common stock issued (1) $ 24,064 Working capital adjustments (490) Total consideration $ 23,574 |
Schedule of purchase price allocation for the assets acquired and liabilities assumed | Measurement Period Preliminary Adjustments Final Cash and cash equivalents 5,513 — 5,513 Accounts receivable 3,383 — 3,383 Prepaid and other current assets 611 — 611 Deferred tax assets 116 15 131 Property and equipment 620 — 620 Intangible assets 19,500 — 19,500 Goodwill 5,927 (437) 5,490 Accounts payable (1,410) — (1,410) Accrued expenses (4,249) — (4,249) Deferred tax liabilities (4,251) 422 (3,829) Other liabilities (63) — (63) Noncontrolling interests (2,123) — (2,123) Total consideration for HuffPost $ 23,574 $ — $ 23,574 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | The table below presents the Company’s revenue disaggregated based on the nature of its arrangements. Management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts. Year Ended December 31, 2021 2020 2019 Advertising $ 205,794 $ 149,704 $ 128,438 Content 130,200 119,846 150,876 Commerce and other 61,570 51,774 38,609 $ 397,564 $ 321,324 $ 317,923 The following table presents the Company’s revenue disaggregated by geography: 2021 2020 2019 Revenue: United States $ 352,280 $ 292,107 $ 287,723 International 45,284 29,217 30,200 Total $ 397,564 $ 321,324 $ 317,923 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of fair value measurements | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are summarized below: December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 1 $ — $ — $ 1 Total $ 1 $ — $ — $ 1 Liabilities: Derivative liability $ — $ — $ 4,875 $ 4,875 Other non-current liabilities: Public Warrants 4,792 — — 4,792 Private Warrants — 146 — 146 Total $ 4,792 $ 146 $ 4,875 $ 9,813 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 24,460 — — $ 24,460 Total $ 24,460 — — $ 24,460 Liabilities: Derivative liability — — — — Other non-current liabilities: Public Warrants — — — — Private Warrants — — — — Total — — — — |
Schedule of quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability | December 31, December 3, 2021 2021 Term (in years) 4.9 5.0 Risk-free rate 1.25 % 1.13 % Volatility 31.5 % 28.0 % |
Schedule of activity of the Level 3 instruments | Derivative Liability Balance as of December 31, 2020 — Issuance of Notes $ 31,620 Change in fair value of derivative liability (26,745) Balance as of December 31, 2021 $ 4,875 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, net | |
Summary of property and equipment, net | Property and equipment, net consisted of the following (in thousands): 2021 2020 Leasehold improvements $ 47,573 $ 49,074 Furniture and fixtures 6,029 8,027 Computer equipment 5,134 5,625 Video equipment 648 643 59,384 $ 63,369 Less: Accumulated depreciation (36,332) (37,824) $ 23,052 $ 25,545 |
Capitalized Software Costs, n_2
Capitalized Software Costs, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized Software Costs, net | |
Schedule of capitalized software costs | 2021 2020 Website and internal-use software $ 81,908 $ 72,574 Less: Accumulated amortization (65,354) (56,014) $ 16,554 $ 16,560 |
Goodwill and Intangibles, net (
Goodwill and Intangibles, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangibles, net | |
Summary of goodwill activities | Balance as of December 31, 2020 $ — HuffPost Acquisition 5,490 C Acquisition 189,391 Balance as of December 31, 2021 $ 194,881 |
Summary of intangible assets and the weighted average remaining useful lives | December 31, 2021 December 31, 2020 Weighted- Average Remaining Gross Useful Lives (in Carrying Accumulated Net Carrying Gross Carrying Accumulated years) Value Amortization Value Value Amortization Net Carrying Value Acquired Technology 3 years $ 10,600 $ 1,745 $ 8,855 $ — $ — $ — Trademarks and Trade Names 15 years 111,000 1,356 109,644 — — — Trademarks and Trade Names Indefinite 1,368 — 1,368 1,368 — 1,368 Customer Relationships 4 years 17,000 354 16,646 — — — Total $ 139,968 $ 3,455 $ 136,513 $ 1,368 $ — $ 1,368 |
Schedule of Estimated future amortization expense | Estimated future amortization expense as of December 31, 2021 is as follows (in thousands): 2022 $ 15,183 2023 15,183 2024 13,438 2025 11,296 2026 7,400 Thereafter 72,645 $ 135,145 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Schedule of net carrying amount of the notes | The net carrying amount of the Notes as of December 31, 2021 was: Principal outstanding $ 150,000 Unamortized debt discount and issuance costs (36,627) Balance as of December 31, 2021 $ 113,373 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock | |
Schedule of convertible preferred stock | Shares Year Shares Issued and Issue Liquidation Series Issued Authorized (1) Outstanding (1) Price (1) Value Series A 2008 10,710 10,710 $ 0.33 $ 3,500 Series A-1 2008 11,630 11,630 $ 0.05 600 Series B 2010 13,468 13,468 $ 0.59 8,000 Series C 2011 15,375 15,375 $ 1.01 15,500 Series D 2012 7,383 7,383 $ 2.62 19,370 Series E 2014 4,914 4,914 $ 10.18 50,000 Series F 2015 15,440 15,440 $ 12.95 200,000 Series G 2016 15,440 15,440 $ 12.95 200,000 94,360 94,360 $ 496,970 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Noncontrolling Interest | |
Schedule of redeemable non controlling interest | The table below presents the reconciliation of changes in redeemable noncontrolling interest: 2021 2020 2019 Balance as of January 1, $ 848 $ 28 $ (245) Merger of BuzzFeed Japan and HuffPost Japan 510 — — Allocation of net (income) loss 936 820 273 Balance as of December 31, $ 2,294 $ 848 $ 28 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Schedule of fair value of stock option awards valuation assumptions | 2021 2020(1) 2019(1) Exercise price $8.99 – $9.25 $7.48 – $8.33 $8.30 – $8.33 Expected dividend yield 0% 0% 0% Expected volatility 45% – 48% 41% – 46% 38% – 39% Expected term (years) 5.00 6.07 5.55 6.07 5.80 6.09 Risk free interest rate 0.80% – 1.04% 0.26% – 1.17% 1.58% – 2.35% (1) |
Schedule of stock options activity | Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares (1) Price (1) Term Intrinsic Value Balance as of December 31, 2020 9,822 $ 6.41 5.01 $ 19,248 Granted 621 9.11 Exercised (2,393) 2.95 Forfeited (2,392) 9.71 Expired (1,098) 8.79 Balance as of December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Expected to vest at December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Exercisable at December 31, 2021 3,895 $ 5.83 2.08 $ 2,670 (1) |
Schedule of the restricted stock unit activity | Weighted Average Grant-Date Fair Shares (1) Value (1) Outstanding as of December 31, 2020 2,530 $ 8.53 Granted 3,011 9.11 Vested (4) 9.25 Forfeited (302) 8.33 Outstanding as of December 31, 2021 5,235 $ 8.88 (1) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Share | |
Summary of computation of basic and diluted income (loss) per share | The table below presents the computation of basic and diluted net income (loss) per share: Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 25,876 $ 11,156 $ (36,919) Net income attributable to the redeemable noncontrolling interest 936 820 273 Net income attributable to noncontrolling interests 228 Allocation of undistributed earnings to convertible preferred stock 24,712 10,336 — Net income (loss) attributable to holders of Class A, Class B, and Class C common stock for basic net income (loss) per share $ — $ — $ (37,192) Add: interest on Notes 1,317 — — Deduct: change in fair value of derivative liability (26,745) — — Reallocation of undistributed earnings to convertible preferred stock 24,712 — — Net income (loss) attributable to holders of Class A, Class B, and Class C common stock for diluted net income (loss) per share $ (716) $ — $ (37,192) Denominator: Weighted average common shares outstanding, basic 27,048 11,942 11,804 Impact of assumed conversion of Notes 953 — — Weighted average common shares outstanding, diluted 28,001 11,942 11,804 Net income (loss) per common share, basic $ 0.00 $ 0.00 $ (3.15) Net income (loss) per common share, diluted $ (0.03) $ 0.00 $ (3.15) |
Summary of shares excluded from the computation of diluted loss per share | The table below presents the details of securities that were excluded from the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive: 2021 2020 2019 Stock options 4,560 9,831 10,715 Restricted stock units 2,779 — — Warrants 9,876 — — Convertible preferred stock — 94,360 94,360 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Summary of income (loss) before income taxes | The domestic and foreign components of income (loss) before provision for income taxes were as follows: 2021 2020 2019 Domestic $ (301) $ 12,837 $ (29,247) Foreign (227) (740) (8,030) Total (loss) income before income taxes $ (528) $ 12,097 $ (37,277) |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes consisted of the following: Year Ended December 31, 2021 2020 2019 Current (benefit) / provision Federal $ (16) $ (16) $ (7) State 112 188 20 Foreign 1,666 657 (370) Total current (benefit) / provision $ 1,762 829 $ (357) Deferred (benefit) / provision Federal $ (23,020) $ 7 $ 1 State (2,682) 4 7 Foreign (2,464) 101 (9) Total deferred (benefit) / provision $ (28,166) 112 $ (1) Total (benefit) / provision Federal $ (23,036) $ (9) $ (6) State (2,570) 192 27 Foreign (798) 758 (379) Total (benefit) / provision $ (26,404) $ 941 $ (358) |
Summary of reconciliation of the U.S. statutory income tax rate to the Company's effective tax rate | A reconciliation of the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2021, 2020 and 2019 to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Income tax (benefit) provision at the U.S. federal statutory rate $ (111) $ 2,540 $ (7,828) State income taxes (519) 323 (543) Permanent differences 292 (53) 521 Change in valuation allowance (18,572) (3,720) 6,258 Effect of foreign operations (825) 325 373 Stock-based compensation (838) 198 478 Transaction costs 1,262 — — Derivative liability (6,612) — — Effect of change in tax rates (835) (253) (320) Sale of foreign subsidiary — 1,323 — Research & development tax credits (501) (253) (922) Foreign currency translation & transactions 254 144 33 Prior period adjustments — 230 1,210 Other 601 137 382 Total provision (benefit) for income taxes $ (26,404) $ 941 $ (358) |
Summary of tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities | Significant components of deferred tax assets and liabilities as of were as follows: Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 93,592 $ 79,475 Accruals 3,503 2,879 Stock-based compensation 6,380 2,841 Bad debt 241 262 Deferred rent 4,167 5,043 Interest expense 735 Other 691 1,185 Total deferred tax asset $ 109,309 $ 91,685 Valuation allowance (66,848) (83,978) Net deferred tax asset $ 42,461 $ 7,707 Deferred tax liabilities Deferred state income tax (1,596) (2,087) Depreciation and amortization (1,905) (1,720) Intangible assets (37,352) (3,905) Total deferred tax liability $ (40,853) $ (7,712) Net deferred tax asset (liability) $ 1,608 $ (5) |
Schedule of income tax examinations | Years United States 2017 United Kingdom 2020 Japan 2016 Canada 2018 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Future minimum lease payments under leases having initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2021 are as follows: Year Amount 2022 $ 33,817 2023 31,910 2024 23,885 2025 21,148 2026 8,441 Thereafter 2,642 $ 121,843 |
Summary of future minimum rental commitments under noncancelable sublease | Sublease receipts to be received in the future under noncancelable sublease as of December 31, 2021 are as follows: Year Amount 2022 $ 6,769 2023 6,940 2024 7,280 2025 7,360 2026 2,929 Thereafter 215 $ 31,493 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information | |
Schedule of supplemental cash flow information | Year Ended December 31, 2021 2020 2019 Cash paid for income taxes, net $ 1,228 $ 83 $ 415 Cash paid for interest 901 1,096 270 Non-cash investing and financing activities: Accounts payable and accrued expenses related to property and equipment 306 129 187 Issuance of common stock for HuffPost Acquisition 24,064 — — Issuance of common stock for C Acquisition 96,200 — — Warrants assumed as part of the business combination 9,678 — — Accrued reverse recapitalization costs 585 — — |
Description of the Business (De
Description of the Business (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Number of Reportable Segments | segment | 1 | |||
Cash and cash equivalents | $ 79,733 | $ 79,733 | $ 90,626 | |
Net income (loss) | 25,900 | 25,876 | 11,156 | $ (36,919) |
Accumulated deficit | $ (322,106) | $ (322,106) | $ (346,818) | |
CM Partners, LLC | ||||
Percentage of membership interests acquired | 100.00% | 100.00% |
Description of the Business - P
Description of the Business - Proceeds raise and issuance costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash from reverse recapitalization | $ 16,167 |
Reverse recapitalization costs | (14,609) |
Accrued reverse recapitalization costs | 585 |
Net proceeds from reverse recapitalization | (11,652) |
Proceeds from Notes | 150,000 |
Issuance costs | (6,757) |
Issuance costs settled in stock | 563 |
Proceeds from issuance of convertible notes, net of issuance costs | 143,806 |
Eight Hundred And Ninety In Fifth Avenue Partners, Inc [Member] | |
Reverse recapitalization costs | $ (13,795) |
Description of the Business - B
Description of the Business - Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of public shares exercised the right to redemption | 2 days | |
Redemption price per public share | $ 10 | |
Redemption value of public shares | $ 271.3 | |
Number of business days considered in the calculation of redemption price of public shares | 2 days | |
Amounts held in Trust account | $ 16.2 | |
Unsecured Convertible Notes, Due 2026 [Member] | ||
Aggregate principal amount | $ 150 | |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Number of common shares issued | 27,133,519 | |
Common stock, shares issued | 116,175,000 | 1,540,000 |
Common stock shares outstanding | 116,175,000 | 1,540,000 |
Class A common stock | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 12,397,000 | 10,439,000 |
Common stock shares outstanding | 12,397,000 | 10,439,000 |
Class C common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,478,000 | 0 |
Common stock shares outstanding | 6,478,000 | 0 |
Common Class F [Member] | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
BuzzFeed, Inc. [Member] | ||
Common stock, par value | $ 11.50 | |
Percentage of voting interests held | 97.00% | |
BuzzFeed, Inc. [Member] | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
Number of shares issued in exchange fore each share | 0.306 | |
BuzzFeed, Inc. [Member] | Class A common stock | ||
Number of shares issued in acquisition | 10,000,000 | |
Common stock, shares issued | 110,789,875 | |
Common stock shares outstanding | 110,789,875 | |
BuzzFeed, Inc. [Member] | Class A common stock | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
Number of shares issued in exchange fore each share | 0.306 | |
Number of shares issuable per warrant | 30,880,000 | |
Number of common shares issued | 30,880,000 | |
BuzzFeed, Inc. [Member] | Class B Common Stock | ||
Common stock, shares issued | 15,872,459 | |
Common stock shares outstanding | 15,872,459 | |
BuzzFeed, Inc. [Member] | Class B Common Stock | Business Combination Aggrement [Member] | ||
Number of shares issued in exchange fore each share | 0.306 | |
BuzzFeed, Inc. [Member] | Class C common stock | ||
Common stock, shares issued | 6,478,031 | |
Common stock shares outstanding | 6,478,031 | |
BuzzFeed, Inc. [Member] | Class C common stock | Business Combination Aggrement [Member] | ||
Number of shares issued in exchange fore each share | 0.306 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 79,733 | $ 90,626 | ||
Restricted cash | 15,500 | |||
Total | $ 79,733 | $ 106,126 | $ 74,024 | $ 77,445 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies -Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Beginning balance | $ 1,387 | $ 1,122 | $ 1,055 |
Additions | 703 | 1,208 | 449 |
Write-offs, net of recoveries | (996) | (943) | (382) |
Ending balance | $ 1,094 | $ 1,387 | $ 1,122 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Stock-based compensation cost (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation cost | $ 23,565 | $ 1,189 | $ 2,813 | |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation cost | 2,788 | 109 | 353 | |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation cost | 4,829 | 60 | 658 | |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation cost | $ 5,400 | 15,052 | 977 | 1,446 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation cost | $ 896 | $ 43 | $ 356 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2021USD ($)customer | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2021USD ($) | Dec. 30, 2020USD ($) | Aug. 31, 2015 | |
Collateral amount | $ 15,500 | $ 15,500 | |||||
Impairment charges related to film costs | $ 0 | $ 0 | $ 0 | ||||
Equity investment without a readily determinable fair value | 2,300 | ||||||
Increase in fair value of investment | $ 500 | ||||||
Impairment of long-lived assets | 0 | 0 | 0 | ||||
Income tax benefit for stock- based compensation arrangements | $ 0 | $ 0 | $ 0 | ||||
Minimum | |||||||
Useful life of enhancements | 1 year | ||||||
Maximum | |||||||
Useful life of enhancements | 3 years | ||||||
Furniture and fixtures | |||||||
Useful lives of property and equipment (in years) | 5 years | ||||||
Computer equipment | |||||||
Useful lives of property and equipment (in years) | 3 years | ||||||
Video equipment | |||||||
Useful lives of property and equipment (in years) | 3 years | ||||||
Accounts receivable | Customers | |||||||
Number of customers | 1 | 4 | |||||
Concentration risk (in percent) | 13.00% | ||||||
Accounts receivable | Customers | One customer | |||||||
Concentration risk (in percent) | 11.00% | ||||||
Accounts receivable | Customers | Four customers | |||||||
Concentration risk (in percent) | 10.00% | ||||||
Accounts receivable | Customers | Two customers | |||||||
Concentration risk (in percent) | 13.00% | ||||||
Accounts receivable | Customers | Three customers | |||||||
Concentration risk (in percent) | 12.00% | ||||||
Revenue | Two customers | |||||||
Concentration risk (in percent) | 12.00% | ||||||
Revenue | Customers | |||||||
Number of customers | 2 | 2 | 2 | ||||
Concentration risk (in percent) | 13.00% | 13.00% | 12.00% | ||||
Revenue | Customers | Two customers | |||||||
Concentration risk (in percent) | 10.00% | 10.00% | |||||
Revolving line of credit | |||||||
Maximum borrowing capacity | $ 50,000 | $ 50,000 | |||||
BuzzFeed Japan | |||||||
Ownership interest (in percent) | 51.00% | ||||||
Ownership interest (in percent) | 49.00% | ||||||
BuzzFeed Japan | Z Holdings Corporation | |||||||
Ownership interest (in percent) | 24.50% | ||||||
Ownership interest (in percent) | 24.50% | ||||||
BuzzFeed Japan | Asahi Shimbun Company | |||||||
Ownership interest (in percent) | 24.50% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Film costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Film, Monetized on Its Own, Capitalized Cost [Abstract] | ||
Film, Monetized on Its Own, Capitalized Cost, Production | $ 3,690 | $ 2,086 |
Film, Monetized on Its Own, Amortization Expense | $ 7,100 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 11 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Video equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) - USD ($) | Dec. 03, 2021 | Feb. 16, 2021 | Dec. 31, 2021 | Aug. 31, 2015 |
Acquisitions and Dispositions | ||||
Identifiable intangible assets acquired of goodwill | $ 189,400,000 | $ 194,881,000 | ||
cash investment | 35,000,000 | |||
Developed technology | ||||
Acquisitions and Dispositions | ||||
Intangible assets acquired, estimated useful life | 3 years | |||
Trademarks and trade names | ||||
Acquisitions and Dispositions | ||||
Intangible assets acquired, estimated useful life | 15 years | |||
BuzzFeed Japan | ||||
Acquisitions and Dispositions | ||||
Ownership interest (in percent) | 51.00% | |||
BuzzFeed Japan | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | BuzzFeed do B r a s I l Internet L t d a | ||||
Acquisitions and Dispositions | ||||
Recognized loss on disposition | $ 700,000 | |||
Ownership interest (in percent) | 100.00% | |||
H u f f I n g t o n P o s t Italia S.R.L | H u f f I n g t o n P o s t Italia S.R.L | ||||
Acquisitions and Dispositions | ||||
Recognized loss on disposition | $ 1,200,000 | |||
Ownership interest (in percent) | 51.00% | |||
C Acquisition | ||||
Acquisitions and Dispositions | ||||
Number of shares issued for acquisition | 2,639,322 | |||
Percentage of membership interests acquired | 100.00% | |||
Cash purchase price | $ 294,166 | |||
Identifiable intangible assets acquired of goodwill | 189,391 | |||
Acquisition contributed of revenue | 18,500,000 | |||
Acquisition contributed of net income | 1,200,000 | |||
C Acquisition | C Acquisition Purchase Agreement [Member] | ||||
Acquisitions and Dispositions | ||||
Cash purchase price | $ 200,000,000 | |||
C Acquisition | Class A common stock | ||||
Acquisitions and Dispositions | ||||
Number of shares issued for acquisition | 10,000,000 | |||
Stock issued price per share | $ 9.62 | |||
HuffPost | ||||
Acquisitions and Dispositions | ||||
Number of shares issued | 3,838,710 | |||
Percentage of membership interests acquired | 100.00% | |||
Cash purchase price | $ 23,574 | |||
Identifiable intangible assets acquired of goodwill | $ 5,500,000 | |||
Acquisition contributed of revenue | $ 30,300,000 | |||
HuffPost | Developed technology | ||||
Acquisitions and Dispositions | ||||
Intangible assets acquired, estimated useful life | 3 years | |||
HuffPost | Trademarks and trade names | ||||
Acquisitions and Dispositions | ||||
Intangible assets acquired, estimated useful life | 15 years | |||
Verizon Verizon Communications Inc. | ||||
Acquisitions and Dispositions | ||||
Number of shares issued for acquisition | 6,478,032 | |||
cash investment | $ 35,000,000 | |||
Legacy BuzzFeed | ||||
Acquisitions and Dispositions | ||||
Number of shares issued for acquisition | 8,625,234 | |||
Stock issued price per share | $ 2.79 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Fair value of consideration exchanged (Details) - USD ($) | Dec. 03, 2021 | Feb. 16, 2021 |
C Acquisition | ||
Acquisitions and Dispositions | ||
Cash consideration | $ 197,966 | |
Share consideration | 96,200 | |
Total | $ 294,166 | |
HuffPost | ||
Acquisitions and Dispositions | ||
Share consideration | $ 24,064 | |
Working capital adjustments | (490) | |
Total | $ 23,574 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Purchase price allocation for the assets acquired and liabilities assumed (Details) - USD ($) | Dec. 31, 2021 | Dec. 03, 2021 | Feb. 16, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 194,881,000 | $ 189,400,000 | |
C Acquisition | |||
Business Acquisition [Line Items] | |||
Cash | 2,881 | ||
Accounts receivable | 22,581 | ||
Prepaid and other current assets | 17,827 | ||
Property and equipment | 332 | ||
Intangible assets | 119,100 | ||
Goodwill | 189,391 | ||
Accounts payable | (2,661) | ||
Accrued expenses | (12,319) | ||
Accrued compensation | (12,867) | ||
Deferred revenue | $ (5,900,000) | (5,855) | |
Deferred tax liabilities | (22,776) | ||
Other liabilities | (1,468) | ||
Total consideration for Complex Networks | $ 294,166 | ||
HuffPost | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 5,513,000 | ||
Accounts receivable | 3,383,000 | ||
Prepaid and other current assets | 611,000 | ||
Deferred tax assets | 131,000 | ||
Property and equipment | 620,000 | ||
Intangible assets | 19,500,000 | ||
Goodwill | 5,500,000 | ||
Goodwill | 5,490,000 | ||
Accounts payable | (1,410,000) | ||
Accrued expenses | (4,249,000) | ||
Deferred tax liabilities | (3,829,000) | ||
Other liabilities | (63,000) | ||
Noncontrolling interests | (2,123,000) | ||
Total consideration for Complex Networks | 23,574,000 | ||
HuffPost | Preliminary | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 5,513,000 | ||
Accounts receivable | 3,383,000 | ||
Prepaid and other current assets | 611,000 | ||
Deferred tax assets | 116,000 | ||
Property and equipment | 620,000 | ||
Intangible assets | 19,500,000 | ||
Goodwill | 5,927,000 | ||
Accounts payable | (1,410,000) | ||
Accrued expenses | (4,249,000) | ||
Deferred tax liabilities | (4,251,000) | ||
Other liabilities | (63,000) | ||
Noncontrolling interests | (2,123,000) | ||
Total consideration for Complex Networks | 23,574,000 | ||
HuffPost | Measurement Period Adjustments | |||
Business Acquisition [Line Items] | |||
Deferred tax assets | 15,000 | ||
Goodwill | (437,000) | ||
Deferred tax liabilities | $ 422,000 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Estimated fair value of each of the identifiable intangible assets (Details) | Dec. 03, 2021USD ($) |
Trademarks and trade names | |
Estimated fair value of each of the identifiable intangible assets | |
Asset Fair Value | $ 97,000 |
Weighted Average Useful Life (Years) | 15 years |
Customer relationships | |
Estimated fair value of each of the identifiable intangible assets | |
Asset Fair Value | $ 17,000 |
Weighted Average Useful Life (Years) | 4 years |
Developed technology | |
Estimated fair value of each of the identifiable intangible assets | |
Asset Fair Value | $ 5,100 |
Weighted Average Useful Life (Years) | 3 years |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Company pro forma combined revenues and net income (Details) (Imported) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisitions and Dispositions | ||
Revenue | $ 521,224 | $ 446,368 |
Net loss | $ (19,747) | $ (12,972) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 397,564 | $ 321,324 | $ 317,923 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 352,280 | 292,107 | 287,723 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 45,284 | 29,217 | 30,200 |
Advertising | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 205,794 | 149,704 | 128,438 |
Content | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 130,200 | 119,846 | 150,876 |
Commerce and other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 61,570 | $ 51,774 | $ 38,609 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Contract assets | $ 13,300,000 | $ 2,800,000 | $ 6,200,000 | $ 0 | |
Deferred revenue | 1,676,000 | $ 2,432,000 | $ 1,500,000 | $ 4,000,000 | |
Transaction price allocated to the remaining performance obligations | 4,200,000 | ||||
C Acquisition | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Acquisition of contract assets | 16,500,000 | ||||
Deferred revenue | $ 5,900,000 | $ 5,855 | |||
Maximum | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Expected recognized period (in years) | 3 years |
Fair Value Measurements - Money
Fair Value Measurements - Money Market Funds (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 1 | $ 24,460 |
Other non-current liabilities: | ||
Total | 9,813 | |
Transfers between fair value measurement levels | 0 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | 24,460 |
Other non-current liabilities: | ||
Total | 4,792 | |
Level 2 | ||
Other non-current liabilities: | ||
Total | 146 | |
Level 3 | ||
Other non-current liabilities: | ||
Total | 4,875 | |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | 24,460 |
Money Market Funds [Member] | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | $ 24,460 |
Public Warrants | ||
Other non-current liabilities: | ||
Other non-current liabilities | $ 4,792 | |
Warrants, exercise price | $ 0.98 | $ 0.50 |
Public Warrants | Level 1 | ||
Other non-current liabilities: | ||
Other non-current liabilities | $ 4,792 | |
Private Warrants | ||
Other non-current liabilities: | ||
Other non-current liabilities | 146 | |
Private Warrants | Level 2 | ||
Other non-current liabilities: | ||
Other non-current liabilities | 146 | |
Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative liability | 4,875 | |
Fair Value, Recurring [Member] | Level 3 | ||
Liabilities: | ||
Derivative liability | $ 4,875 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability (Details) | Dec. 31, 2021 | Dec. 03, 2021 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.9 | 5 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.25 | 1.13 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 31.5 | 28 |
Fair Value Measurements - Activ
Fair Value Measurements - Activity of the Level 3 instruments (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of Notes | $ 31,620 |
Change in fair value of derivative liability | (26,745) |
Ending balance | $ 4,875 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | $ 59,384 | $ 63,369 | |
Less: Accumulated depreciation | (36,332) | (37,824) | |
Property and equipment, net | 23,052 | 25,545 | |
Depreciation | 8,300 | 8,100 | $ 8,700 |
Leasehold improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 47,573 | 49,074 | |
Furniture and fixtures | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 6,029 | 8,027 | |
Computer equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 5,134 | 5,625 | |
Video equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | $ 648 | $ 643 |
Capitalized Software Costs, n_3
Capitalized Software Costs, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized Software Costs, net | |||
Website and internal-use software | $ 81,908 | $ 72,574 | |
Less: Accumulated amortization | (65,354) | (56,014) | |
Capitalized Computer Software, Net | 16,554 | 16,560 | |
Amount of capitalized software | 11,000 | 9,800 | $ 8,200 |
Amortization expense | $ 11,100 | $ 9,400 | $ 10,800 |
Goodwill and Intangibles, net_2
Goodwill and Intangibles, net (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at the end | $ 194,881 |
HuffPost | |
Goodwill [Roll Forward] | |
Goodwill, Acquired During Period | 5,490 |
CM Partners, LLC | |
Goodwill [Roll Forward] | |
Goodwill, Acquired During Period | $ 189,391 |
Goodwill and Intangibles, net -
Goodwill and Intangibles, net - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Value | $ 139,968 | $ 1,368 |
Accumulated Amortization | 3,455 | |
Net Carrying Value | 135,145 | 1,368 |
Amortization expense associated with intangible assets | 3,500 | 0 |
Trademarks and trade names | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets | $ 1,368 | $ 1,368 |
Acquired Technology | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted-Average Remaining Useful Lives (in years) | 3 years | |
Gross Carrying Value | $ 10,600 | |
Accumulated Amortization | 1,745 | |
Net Carrying Value | $ 8,855 | |
Trademarks and trade names | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted-Average Remaining Useful Lives (in years) | 15 years | |
Gross Carrying Value | $ 111,000 | |
Accumulated Amortization | 1,356 | |
Net Carrying Value | $ 109,644 | |
Customer relationships | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted-Average Remaining Useful Lives (in years) | 4 years | |
Gross Carrying Value | $ 17,000 | |
Accumulated Amortization | 354 | |
Net Carrying Value | $ 16,646 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 15,183 | |
2023 | 15,183 | |
2024 | 13,438 | |
2025 | 11,296 | |
2026 | 7,400 | |
Thereafter | 72,645 | |
Total | $ 135,145 | $ 1,368 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 30, 2020 | May 20, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ (600) | ||||
Issuance of letter of credit | $ 9,000 | 19,896 | |||
Outstanding borrowings | 141,878 | 20,396 | |||
Revolving line of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000 | $ 50,000 | |||
Letter of credit outstanding | $ 15,500 | $ 15,500 | 20,400 | ||
Debt instrument term | 3 years | ||||
Percentage of qualifying investment grade accounts receivable | 95.00% | ||||
Percentage of qualifying Non-investment grade accounts receivable | 90.00% | ||||
Unrestricted cash | $ 25,000 | ||||
Debt instrument margin rate | 4.50% | ||||
Outstanding borrowings | $ 28,500 | ||||
Unused borrowing capacity | 5,400 | 29,600 | |||
Debt issuance cost | $ 300 | $ 500 | |||
Revolving line of credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument margin rate | 3.75% | ||||
Revolving line of credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument margin rate | 4.25% | ||||
Revolving line of credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Floor Rate 1 | 0.75% | ||||
Percentage of unused commitment fee | 0.375% | ||||
Revolving line of credit | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Minimum monthly average utilization of debt | $ 15,000 | ||||
Secured Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 20,000 | ||||
Debt instrument term | 2 years | ||||
Percentage of limitation of qualifying accounts receivable | 80.00% | ||||
Secured Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Minimum monthly average utilization of debt | $ 10,000 | ||||
Secured Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 7.25% | ||||
Debt Instrument Floor Rate 1 | 1.50% | ||||
Letter of credit | |||||
Debt Instrument [Line Items] | |||||
Issuance of letter of credit | $ 15,500 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||
Issuance costs attributable to debt component | $ 6,757 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount of notes issued | $ 150,000 | |
Interest rate | 8.50% | |
Initial conversion price | $ 12.50 | |
Volume-weighted average trading price as percentage of conversion price | 130.00% | |
Number of trading days | 20 | |
Number of consecutive trading days | 30 | |
Repurchase price as percentage of par plus accrued and unpaid interest | 101.00% | |
Derivative liability | $ 31,600 | |
Derivative liability | 6,700 | |
Debt issuance cost | 6,700 | |
Issuance costs attributable to debt component | 5,300 | |
Issuance costs attributable to derivative liability | $ 1,400 | |
Effective interest rate | 15.00% | |
Interest expense | $ 1,300 | |
Amortization of debt discount and issuance costs | $ 300 | |
Convertible Notes | After the one year anniversary, and prior to the three-year anniversary | ||
Debt Instrument [Line Items] | ||
Term for calculating amount of interest declining ratably | 1 year | |
Term for calculating amount of interest on the aggregate principal amount | 3 years | |
Convertible Notes | From the one year anniversary of the issuance of the Notes to the two year anniversary | ||
Debt Instrument [Line Items] | ||
Term for calculating amount of interest declining ratably | 18 months | |
Term for calculating amount of interest on the aggregate principal amount | 12 months | |
Convertible Notes | From the two year anniversary of the issuance of the Notes to the three year anniversary | ||
Debt Instrument [Line Items] | ||
Term for calculating amount of interest declining ratably | 12 months | |
Term for calculating amount of interest on the aggregate principal amount | 0 days |
Debt - Net carrying amount (Det
Debt - Net carrying amount (Details) - Convertible Notes | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Principal outstanding | $ 150,000 |
Unamortized debt discount and issuance costs | (36,627) |
Balance as of December 31, 2021 | 113,373 |
Fair value of the Notes | $ 126,000,000 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Public Warrants | |
Warrants | |
Number of warrants assumed | 9,583,287 |
Warrants exercisable term | 30 days |
Warrants, exercise price | $ / shares | $ 11.50 |
Warrants, expiration term | 5 years |
Private Warrants | |
Warrants | |
Number of warrants assumed | 292,500 |
Threshold term for not transferring, assigning or selling after completion of Business Combination | 30 days |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Dec. 31, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |||
Shares Authorized | 50,000,000 | ||
Shares Outstanding | 0 | ||
Shares Issued | 0 | ||
Preferred stock dividend rate | 8.00% | ||
Stock spilt ratio | 10 | ||
Series A | |||
Class of Stock [Line Items] | |||
Shares Authorized | 10,710,000 | ||
Shares Outstanding | 10,710,000 | ||
Shares Issued | 10,710,000 | ||
Issue Price | $ / shares | $ 0.33 | ||
Liquidation Value | $ | $ 3,500 | ||
Series A-1 | |||
Class of Stock [Line Items] | |||
Shares Authorized | 11,630,000 | ||
Shares Outstanding | 11,630,000 | ||
Shares Issued | 11,630,000 | ||
Issue Price | $ / shares | $ 0.05 | ||
Liquidation Value | $ | $ 600 | ||
Series B | |||
Class of Stock [Line Items] | |||
Shares Authorized | 13,468,000 | ||
Shares Outstanding | 13,468,000 | ||
Shares Issued | 13,468,000 | ||
Issue Price | $ / shares | $ 0.59 | ||
Liquidation Value | $ | $ 8,000 | ||
Series C | |||
Class of Stock [Line Items] | |||
Shares Authorized | 15,375,000 | ||
Shares Outstanding | 15,375,000 | ||
Shares Issued | 15,375,000 | ||
Issue Price | $ / shares | $ 1.01 | ||
Liquidation Value | $ | $ 15,500 | ||
Series D | |||
Class of Stock [Line Items] | |||
Shares Authorized | 7,383,000 | ||
Shares Outstanding | 7,383,000 | ||
Shares Issued | 7,383,000 | ||
Issue Price | $ / shares | $ 2.62 | ||
Liquidation Value | $ | $ 19,370 | ||
Series E | |||
Class of Stock [Line Items] | |||
Shares Authorized | 4,914,000 | ||
Shares Outstanding | 4,914,000 | ||
Shares Issued | 4,914,000 | ||
Issue Price | $ / shares | $ 10.18 | ||
Liquidation Value | $ | $ 50,000 | ||
Series F | |||
Class of Stock [Line Items] | |||
Shares Authorized | 15,440,000 | ||
Shares Outstanding | 15,440,000 | ||
Shares Issued | 15,440,000 | ||
Issue Price | $ / shares | $ 12.95 | ||
Liquidation Value | $ | $ 200,000 | ||
Convertible ratio | 1 | ||
Series G | |||
Class of Stock [Line Items] | |||
Shares Authorized | 15,440,000 | ||
Shares Outstanding | 15,440,000 | ||
Shares Issued | 15,440,000 | ||
Issue Price | $ / shares | $ 12.95 | ||
Liquidation Value | $ | $ 200,000 | ||
Convertible ratio | 1 | ||
Series F and G Preferred Stock | |||
Class of Stock [Line Items] | |||
Number of shares issued upon conversion | 30,880,000 | ||
Series Preferred Stock Combination [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued upon conversion | 63,479,988 | ||
Convertible ratio | 0.306 | ||
Convertible preferred stock | |||
Class of Stock [Line Items] | |||
Shares Authorized | 94,360 | ||
Shares Outstanding | 94,360 | ||
Shares Issued | 94,360 | ||
Liquidation Value | $ | $ 496,970 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 01, 2021 | |
Redeemable Noncontrolling Interest | ||||
Beginning balance | $ 848 | $ 28 | $ (245) | |
Merger of BuzzFeed Japan and HuffPost Japan | 510 | |||
Allocation of net (income) loss | 936 | 820 | 273 | |
Ending balance | $ 2,294 | $ 848 | $ 28 | |
BuzzFeed Japan | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Ownership (In percentage) | 49.00% | |||
Yohoo Japan's | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Ownership (In percentage) | 24.50% |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) | Mar. 09, 2021 | Dec. 31, 2019 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 3,600,000 | $ 9,600,000 | |
Restructuring Cost Liabilities | $ 0 | ||
Cost of revenue | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 3,200,000 | 4,400,000 | |
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 2,200,000 | ||
Sales and marketing | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 300,000 | 1,600,000 | |
Research and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 100,000 | $ 1,400,000 |
Stockholders' Equity - Option p
Stockholders' Equity - Option pricing model (Details) - Stock option - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 8.99 | $ 7.48 | $ 8.30 | |
Expected volatility | 45.00% | 41.00% | 38.00% | |
Expected term (years) | 5 years | 5 years 6 months 18 days | 5 years 9 months 18 days | |
Risk free interest rate | 0.80% | 0.26% | 1.58% | |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 9.25 | $ 8.33 | $ 8.33 | |
Expected volatility | 48.00% | 46.00% | 39.00% | |
Expected term (years) | 6 years 25 days | 6 years 25 days | 6 years 1 month 2 days | |
Risk free interest rate | 1.04% | 1.17% | 2.35% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of the share activity under the 2015 Plan (Details) - 2015 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | ||
Outstanding at the beginning | 9,822 | |
Granted | 621 | |
Exercised | (2,393) | |
Forfeited | (2,392) | |
Expired | (1,098) | |
Outstanding at the end | 4,560 | 9,822 |
Expected to vest | 4,560 | |
Exercisable | 3,895 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning (in dollars per share) | $ 6.41 | |
Granted (in dollars per share) | 9.11 | |
Exercised (in dollars per share) | 2.95 | |
Forfeited (in dollars per share) | 9.71 | |
Expired (in dollars per share) | 8.79 | |
Outstanding at the end (in dollars per share) | 6.29 | $ 6.41 |
Expected to vest (in dollars per share) | 6.29 | |
Exercisable (in dollars per share) | $ 5.83 | |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Term (in years) | 3 years 25 days | 5 years 3 days |
Vested and expected to vest (in years) | 3 years 25 days | |
Exercisable (in years) | 2 years 29 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 2,670 | $ 19,248 |
Expected to vest | 2,670 | |
Exercisable | $ 2,670 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of the restricted stock unit activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Grant-Date Fair Value | |||
Stock-based compensation cost | $ 23,565 | $ 1,189 | $ 2,813 |
Cost of revenue | |||
Weighted Average Grant-Date Fair Value | |||
Stock-based compensation cost | $ 2,788 | $ 109 | $ 353 |
Restricted stock | |||
Number of shares | |||
Outstanding at the beginning | 2,530 | ||
Granted | 3,011 | ||
Vested | 4 | ||
Forfeited | 302 | ||
Outstanding at the end | 5,235 | 2,530 | |
Weighted Average Grant-Date Fair Value | |||
Outstanding at the beginning | $ 8.53 | ||
Granted | 9.11 | ||
Vested | 9.25 | ||
Forfeited | 8.33 | ||
Outstanding at the end | $ 8.88 | $ 8.53 | |
Number of RSUs outstanding subject to a certain vesting condition | 5,235 | 2,530 | |
RSUs | |||
Number of shares | |||
Outstanding at the end | 2,500,000 | ||
Weighted Average Grant-Date Fair Value | |||
Unrecognized compensation costs | $ 29,100 | ||
Number of RSUs outstanding subject to a certain vesting condition | 2,500,000 | ||
Unrecognized Compensation Costs | $ 21,200 |
Stockholders' Equity - (Details
Stockholders' Equity - (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / shares | Dec. 03, 2021shares | Oct. 16, 2018shares | Oct. 30, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Shares Authorized | shares | 50,000,000 | 50,000,000 | ||||||
Preferred Stock, Shares Issued | shares | 0 | 0 | ||||||
Preferred Stock, Shares Outstanding | shares | 0 | 0 | ||||||
Options granted term | 10 years | |||||||
Share-based compensation costs | $ 23,565 | $ 1,189 | $ 2,813 | |||||
Stock-based compensation cost | 23,565 | 1,189 | 2,813 | |||||
Cost of revenue | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | 2,788 | 109 | 353 | |||||
Stock-based compensation cost | 2,788 | 109 | 353 | |||||
Sales and marketing | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | 4,829 | 60 | 658 | |||||
Stock-based compensation cost | 4,829 | 60 | 658 | |||||
General and administrative | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | $ 5,400 | $ 15,052 | 977 | 1,446 | ||||
Escrow Shares | shares | 1,200,000 | |||||||
Share price | $ / shares | $ 12.50 | $ 12.50 | ||||||
Stock-based compensation cost | $ 5,400 | $ 15,052 | 977 | 1,446 | ||||
Research and development | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | 896 | 43 | 356 | |||||
Stock-based compensation cost | $ 896 | $ 43 | $ 356 | |||||
2015 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future issuance | shares | 31,206,550 | 31,206,550 | ||||||
Award vesting period | 4 years | |||||||
Exchange ratio | 0.306% | |||||||
Increase in number of shares reserved for issuance as percentage of total number of outstanding shares | 5.00% | |||||||
Class A common stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock shares issued | shares | 116,175,000 | 116,175,000 | 1,540,000 | |||||
Common shares, votes per share | Vote | 1 | 1 | ||||||
Common stock shares outstanding | shares | 116,175,000 | 116,175,000 | 1,540,000 | |||||
Number of shares authorized | shares | 700,000,000 | 700,000,000 | 700,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class B Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock shares issued | shares | 12,397,000 | 12,397,000 | 10,439,000 | |||||
Common shares, votes per share | Vote | 50 | 50 | ||||||
Common stock shares outstanding | shares | 12,397,000 | 12,397,000 | 10,439,000 | |||||
Number of shares authorized | shares | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class C common stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock shares issued | shares | 6,478,000 | 6,478,000 | 0 | |||||
Common shares, votes per share | Vote | 0 | 0 | ||||||
Common stock shares outstanding | shares | 6,478,000 | 6,478,000 | 0 | |||||
Number of shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | $ 2,200 | |||||||
Weighted-average remaining requisite service period | 1 year 3 months 18 days | |||||||
Weighted average fair value of stock options granted | $ / shares | $ 1.23 | $ 1.03 | $ 1.01 | |||||
Intrinsic value of stock options exercised | $ 13,800 | $ 400 | $ 1,600 | |||||
Stock-based compensation cost | $ 2,200 | |||||||
Stock option | 2015 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant | shares | 16,895,765 | |||||||
Number of shares available for future issuance | shares | 15,700,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 32,595,765 | |||||||
RSUs | 2015 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | 16,000 | |||||||
Stock-based compensation cost | $ 16,000 | |||||||
Number of RSU outstanding | shares | 2,700,000 | 2,700,000 | ||||||
RSUs | 2015 Equity Incentive Plan | Cost of revenue | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | $ 2,200 | |||||||
Stock-based compensation cost | 2,200 | |||||||
RSUs | 2015 Equity Incentive Plan | Sales and marketing | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | 4,400 | |||||||
Stock-based compensation cost | 4,400 | |||||||
RSUs | 2015 Equity Incentive Plan | General and administrative | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | 8,700 | |||||||
Stock-based compensation cost | 8,700 | |||||||
RSUs | 2015 Equity Incentive Plan | Research and development | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation costs | 800 | |||||||
Stock-based compensation cost | $ 800 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of basic and diluted loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Numerator: | ||||
Net income (loss) | $ 25,900 | $ 25,876 | $ 11,156 | $ (36,919) |
Net income attributable to the redeemable noncontrolling interest | 936 | 820 | 273 | |
Net income attributable to noncontrolling interests | 228 | |||
Allocation of undistributed earnings to convertible preferred stock | 24,712 | $ 10,336 | ||
Net income (loss) attributable to holders of Class A common stock and Class B common stock | (37,192) | |||
Add: interest on Notes | 1,317 | |||
Change in fair value of derivative liability | (26,745) | |||
Reallocation of undistributed earnings to convertible preferred stock | 24,712 | |||
Net income (loss) attributable to holders of Class A, Class B, and Class C common stock for diluted net income (loss) per share | $ (716) | $ (37,192) | ||
Denominator: | ||||
Weighted-average shares - basic | 27,048 | 11,942 | 11,804 | |
Impact of assumed conversion of Notes | 953 | |||
Weighted-average shares - diluted | 28,001 | 11,942 | 11,804 | |
Net loss per common share - basic | $ 0 | $ 0 | $ (3.15) | |
Net loss per common share - diluted | $ (0.03) | $ 0 | $ (3.15) |
Earnings (Loss) Per Share - Cal
Earnings (Loss) Per Share - Calculation of diluted loss per share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 4,560 | 9,831 | 10,715 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 2,779 | ||
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 9,876 | ||
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 94,360 | 94,360 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional information (Details) - shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred stock dividend rate | 8.00% | |||
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 94,360 | 94,360 | ||
Restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 2,400,000 | 2,500,000 | 2,600,000 |
Disposition (Details)
Disposition (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disposition | ||||
Net income (loss) | $ 25,900 | $ 25,876 | $ 11,156 | $ (36,919) |
Income Taxes - Domestic and for
Income Taxes - Domestic and foreign components of income (loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) before income taxes | |||
Domestic | $ (301) | $ 12,837 | $ (29,247) |
Foreign | (227) | (740) | (8,030) |
Total income (loss) before income taxes | $ (528) | $ 12,097 | $ (37,277) |
Income Taxes - Provision (benef
Income Taxes - Provision (benefit) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current (benefit) / provision | |||
Federal | $ (16) | $ (16) | $ (7) |
State | 112 | 188 | 20 |
Foreign | 1,666 | 657 | (370) |
Total current (benefit) / provision | 1,762 | 829 | (357) |
Deferred (benefit) / provision | |||
Federal | (23,020) | 7 | 1 |
State | (2,682) | 4 | 7 |
Foreign | (2,464) | 101 | (9) |
Total deferred (benefit) / provision | (28,087) | 112 | (1) |
Total (benefit) / provision | |||
Federal | (23,036) | (9) | (6) |
State | (2,570) | 192 | 27 |
Foreign | (798) | 758 | (379) |
Total provision (benefit) for income taxes | $ (26,404) | $ 941 | $ (358) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the U.S. federal statutory income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Income tax provision (benefit) at the U.S. federal statutory rate | $ (111) | $ 2,540 | $ (7,828) |
State income taxes | (519) | 323 | (543) |
Permanent differences | 292 | (53) | 521 |
Change in valuation allowance | (18,572) | (3,720) | 6,258 |
Effect of foreign operations | (825) | 325 | 373 |
Stock-based compensation | (838) | 198 | 478 |
Transaction costs | 1,262 | ||
Derivative liability | (6,612) | ||
Effect of change in tax rates | (835) | (253) | (320) |
Sale of foreign subsidiary | 1,323 | ||
Research & development tax credits | (501) | (253) | (922) |
Foreign currency translation & transactions | 254 | 144 | 33 |
Prior period adjustments | 230 | 1,210 | |
Other | 601 | 137 | 382 |
Total provision (benefit) for income taxes | $ (26,404) | $ 941 | $ (358) |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 93,592 | $ 79,475 |
Accruals | 3,503 | 2,879 |
Stock-based compensation | 6,380 | 2,841 |
Bad debt | 241 | 262 |
Deferred rent | 4,167 | 5,043 |
Interest expense | 735 | |
Other | 691 | 1,185 |
Total deferred tax asset | 109,309 | 91,685 |
Valuation allowance | (66,848) | (83,978) |
Net deferred tax asset | 42,461 | 7,707 |
Deferred tax liabilities | ||
Deferred state income tax | (1,596) | (2,087) |
Depreciation and amortization | (1,905) | (1,720) |
Intangible assets | (37,352) | (3,905) |
Total deferred tax liability | (40,853) | (7,712) |
Net deferred tax asset (liability) | $ 1,608 | $ 5 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
U.S. federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
Effective income tax rate | 5000.80% | 7.80% | 1.00% |
Increase decrease in valuation allowance | $ 17,100 | ||
Federal research and development tax credits | 8,100 | ||
Eight Hundred And Ninety In Fifth Avenue Partners, Inc [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | 0 | $ 0 | $ 0 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 314,500 | ||
Net operating losses subject to expiration | 201,500 | ||
operating losses indefinite lived carryforward | 113,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 11,300 | ||
Net operating losses subject to expiration | 11,300 | ||
operating losses indefinite lived carryforward | 3,200 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses subject to expiration | $ 29,200 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future minimum rental commitments under non-cancelable leases with initial or remaining terms in excess of one year | |
2022 | $ 33,817 |
2023 | 31,910 |
2024 | 23,885 |
2025 | 21,148 |
2026 | 8,441 |
Thereafter | 2,642 |
Total | $ 121,843 |
Commitments and Contingencies_2
Commitments and Contingencies - Future under noncancelable sublease (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future minimum rental commitments under non-cancelable Subleases receipts | |
2022 | $ 6,769 |
2023 | 6,940 |
2024 | 7,280 |
2025 | 7,360 |
2026 | 2,929 |
Thereafter | 215 |
Total | $ 31,493 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies. | ||||
Rent expense | $ 18.5 | $ 25.7 | $ 24.8 | |
Sublease income | 6.8 | $ 6.1 | $ 2.7 | |
Maximum amount of new guarantee under lease agreement | $ 5.4 | $ 2.7 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Information | |
Number of operating segments | 1 |
Related party Transactions (Det
Related party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Sep. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Revenue from related parties | $ 397,564 | $ 321,324 | $ 317,923 | ||
Related party transaction expenses | 0 | 200 | 2,000 | ||
Related party transaction consultancy charges | 400 | ||||
Earned revenue under an agreement with the investee | 500 | 1,400 | |||
Commercial Agreement | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Term of Commercial Agreement | 3 years | ||||
NBCUniversal Media, LLC [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Revenue from related parties | 2,900 | 3,600 | $ 9,900 | ||
Related party transaction expenses | 1,100 | 800 | |||
Outstanding receivable | 0 | ||||
Outstanding payable | 300 | 0 | |||
NBCUniversal Media, LLC [Member] | Commercial Agreement | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Minimum editorial promotion expense agreed to provide in each year | $ 1,000 | ||||
Impression per year | 200,000 | ||||
Value of NBCU Base Shares | 400,000 | ||||
NBCUniversal Media, LLC [Member] | Commercial Agreement | HuffPost | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Minimum editorial promotion expense agreed to provide in each year | $ 1,000 | ||||
Investee | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Outstanding receivable | $ 0 | $ 900 | |||
Related party transaction investment in equity | $ 1,800 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncash or Part Noncash Acquisitions [Line Items] | |||
Cash paid for income taxes, net | $ 1,228 | $ 83 | $ 415 |
Cash paid for interest | 901 | 1,096 | 270 |
Non-cash investing and financing activities: | |||
Accounts payable and accrued expenses related to property and equipment | 306 | $ 129 | $ 187 |
Warrants assumed as part of the business combination | 9,678 | ||
Accrued reverse recapitalization costs | 585 | ||
HuffPost and Verizon Investment | |||
Non-cash investing and financing activities: | |||
Issuance of common stock for acquisition | 24,064 | ||
C Acquisition | |||
Non-cash investing and financing activities: | |||
Issuance of common stock for acquisition | $ 96,200 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Mar. 22, 2022USD ($) |
Subsequent Events | |
Subsequent Event [Line Items] | |
Restructuring charges | $ 1.7 |