Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
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 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 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001828972 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false | |
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 | 125,426,598 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 6,683,694 | |
Class C common stock | ||
Entity Common Stock, Shares Outstanding | 6,478,031 | |
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 $11.50 per share | |
Trading Symbol | BZFDW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 68,189 | $ 79,733 |
Accounts receivable (net of allowance for doubtful accounts of $1,648 as at June 30, 2022 and $1,094 as at December 31, 2021) | 89,781 | 142,909 |
Prepaid and other current assets | 31,521 | 29,017 |
Total current assets | 189,491 | 251,659 |
Property and equipment, net | 21,175 | 23,052 |
Right-of-use assets | 68,022 | |
Capitalized software costs, net | 18,737 | 16,554 |
Intangible assets, net | 128,920 | 136,513 |
Goodwill | 194,556 | 194,881 |
Prepaid and other assets | 16,363 | 14,555 |
Total assets | 637,264 | 637,214 |
Current liabilities | ||
Accounts payable | 15,963 | 16,025 |
Accrued expenses | 25,523 | 31,386 |
Deferred rent | 4,894 | |
Deferred revenue | 2,954 | 1,676 |
Accrued compensation | 29,620 | 37,434 |
Current lease liabilities | 24,865 | |
Other current liabilities | 1,555 | 2,731 |
Total current liabilities | 100,480 | 94,146 |
Deferred rent | 12,504 | |
Noncurrent lease liabilities | 59,438 | |
Debt | 149,404 | 141,878 |
Derivative liability | 1,650 | 4,875 |
Warrant liabilities | 1,579 | 4,938 |
Other liabilities | 3,627 | 3,992 |
Total liabilities | 316,178 | 262,333 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 2,294 | |
Stockholders' equity | ||
Additional paid-in capital | 709,818 | 695,869 |
Accumulated deficit | (390,765) | (322,106) |
Accumulated other comprehensive loss | (2,378) | (3,233) |
Total BuzzFeed, Inc. stockholders' equity | 316,689 | 370,543 |
Noncontrolling interests | 4,397 | 2,044 |
Total stockholders' equity | 321,086 | 372,587 |
Total liabilities and equity | 637,264 | 637,214 |
Class A common stock | ||
Stockholders' equity | ||
Common stock | 12 | 11 |
Class B Common Stock | ||
Stockholders' equity | ||
Common stock | 1 | 1 |
Class C common stock | ||
Stockholders' equity | ||
Common stock | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts receivable allowance | $ 1,648 | $ 1,094 |
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 | 125,424,000 | 116,175,000 |
Common stock shares outstanding | 125,424,000 | 116,175,000 |
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 | 6,686,000 | 12,397,000 |
Common stock shares outstanding | 6,686,000 | 12,397,000 |
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 | 6,478,000 |
Common stock shares outstanding | 6,478,000 | 6,478,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 106,760 | $ 89,104 | $ 198,318 | $ 161,752 |
Costs and Expenses | ||||
Cost of revenue, excluding depreciation and amortization | 61,529 | 44,943 | 122,347 | 87,066 |
Sales and marketing | 18,688 | 11,574 | 36,491 | 22,952 |
General and administrative | 32,565 | 21,743 | 65,127 | 45,445 |
Research and development | 10,253 | 6,900 | 17,445 | 13,599 |
Depreciation and amortization | 8,613 | 4,357 | 17,094 | 9,626 |
Total costs and expenses | 131,648 | 89,517 | 258,504 | 178,688 |
Loss from operations | (24,888) | (413) | (60,186) | (16,936) |
Other (expense) income, net | (3,440) | 155 | (2,578) | 815 |
Interest expense, net | (5,032) | (373) | (9,821) | (651) |
Change in fair value of warrant liabilities | 6,775 | 3,359 | ||
Change in fair value of derivative liability | (4,800) | (3,225) | ||
Loss before income taxes | (21,785) | (631) | (66,001) | (16,772) |
Income tax provision (benefit) | 1,796 | 158 | 2,146 | (4,658) |
Net loss | (23,581) | (789) | (68,147) | (12,114) |
Net income attributable to the redeemable noncontrolling interest | 85 | 164 | 145 | |
Net income (loss) attributable to noncontrolling interests | 184 | (292) | 348 | (310) |
Net loss attributable to BuzzFeed, Inc. | $ (23,765) | $ (582) | $ (68,659) | $ (11,949) |
Net loss per Class A, Class B and Class C common share: | ||||
Basic | $ (0.17) | $ (0.03) | $ (0.50) | $ (0.71) |
Diluted | $ (0.17) | $ (0.03) | $ (0.50) | $ (0.71) |
Weighted average common shares outstanding: | ||||
Basic | 137,381 | 18,550 | 136,906 | 16,878 |
Diluted | 137,381 | 18,550 | 136,906 | 16,878 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (23,581) | $ (789) | $ (68,147) | $ (12,114) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | 505 | 105 | 402 | (224) |
Other comprehensive income (loss) | 505 | 105 | 402 | (224) |
Comprehensive loss | (23,076) | (684) | (67,745) | (12,338) |
Comprehensive income attributable to the redeemable noncontrolling interest | 85 | 164 | 145 | |
Comprehensive income (loss) attributable to noncontrolling interests | 184 | (292) | 348 | (310) |
Foreign currency translation adjustment attributable to noncontrolling interests | (453) | (453) | ||
Comprehensive loss attributable to BuzzFeed, Inc. | $ (22,807) | $ (477) | $ (67,804) | $ (12,173) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Common Stock Class A common stock Previously reported balance | Common Stock Class A common stock | Common Stock Class B Common Stock Previously reported balance | Common Stock Class B Common Stock | Common Stock Class C common stock Previously reported balance | Common Stock Class C common stock | Additional paid-in capital Previously reported balance | Additional paid-in capital | Accumulated deficit Previously reported balance | Accumulated deficit | Accumulated other comprehensive (loss) income Previously reported balance | Accumulated other comprehensive (loss) income | Parent [Member] Previously reported balance | Parent [Member] | Noncontrolling Interest [Member] Previously reported balance | Noncontrolling Interest [Member] | Class A common stock | Class B Common Stock | Class C common stock | Previously reported balance | Total |
Balance at beginning at Dec. 31, 2020 | $ 1 | $ 36,373 | $ (346,818) | $ (3,359) | $ (313,803) | $ (313,803) | |||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 1,540 | 10,439 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Stock-based compensation | 138 | 138 | 138 | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 142 | 142 | 142 | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 6 | 49 | |||||||||||||||||||
Other comprehensive income | (329) | (329) | (329) | ||||||||||||||||||
Net loss | (11,367) | (11,367) | $ (18) | (11,385) | |||||||||||||||||
Issuance of common stock | $ 1 | 34,999 | 35,000 | 35,000 | |||||||||||||||||
Issuance of common stock (in shares) | 3,839 | ||||||||||||||||||||
Noncontrolling Interest, Increase from Business Combination | 24,064 | 24,064 | 2,122 | 26,186 | |||||||||||||||||
Noncontrolling Interest, Increase from Business Combination (in shares) | 2,639 | ||||||||||||||||||||
Balance at end at Mar. 31, 2021 | $ 1 | $ 1 | 95,716 | (358,185) | (3,688) | (266,155) | 2,104 | (264,051) | |||||||||||||
Balance at end (in shares) at Mar. 31, 2021 | 1,546 | 10,488 | 6,478 | ||||||||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 1 | 36,373 | (346,818) | (3,359) | (313,803) | (313,803) | |||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 1,540 | 10,439 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Other comprehensive income | (224) | ||||||||||||||||||||
Balance at end at Jun. 30, 2021 | $ 1 | $ 1 | 96,070 | (358,767) | (3,583) | (266,278) | 1,302 | (264,976) | |||||||||||||
Balance at end (in shares) at Jun. 30, 2021 | 1,555 | 10,543 | 6,478 | ||||||||||||||||||
Balance at beginning at Mar. 31, 2021 | $ 1 | $ 1 | 95,716 | (358,185) | (3,688) | (266,155) | 2,104 | (264,051) | |||||||||||||
Balance at beginning (in shares) at Mar. 31, 2021 | 1,546 | 10,488 | 6,478 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Stock-based compensation | 209 | 209 | 209 | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 145 | 145 | 145 | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 9 | 55 | |||||||||||||||||||
Other comprehensive income | 105 | 105 | 105 | ||||||||||||||||||
Net loss | (582) | (582) | (292) | (874) | |||||||||||||||||
Merger of BuzzFeed Japan and HuffPost Japan | (510) | (510) | |||||||||||||||||||
Balance at end at Jun. 30, 2021 | $ 1 | $ 1 | 96,070 | (358,767) | (3,583) | (266,278) | 1,302 | (264,976) | |||||||||||||
Balance at end (in shares) at Jun. 30, 2021 | 1,555 | 10,543 | 6,478 | ||||||||||||||||||
Balance at beginning at Dec. 31, 2021 | $ 11 | $ 1 | $ 1 | $ 695,869 | $ (322,106) | $ (3,233) | $ 370,543 | $ 2,044 | $ 372,587 | 372,587 | |||||||||||
Balance at beginning (in shares) at Dec. 31, 2021 | 116,175 | 12,397 | 6,478 | 116,175 | 12,397 | 6,478 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Stock-based compensation | 3,940 | 3,940 | 3,940 | ||||||||||||||||||
Other comprehensive income | (103) | (103) | (103) | ||||||||||||||||||
Net loss | (44,894) | (44,894) | 164 | (44,730) | |||||||||||||||||
Issuance of common stock in connection with share-based plans | $ 1 | 358 | 359 | 359 | |||||||||||||||||
Issuance of common stock in connection with share-based plans (in shares) | 411 | ||||||||||||||||||||
Conversion of Class B common stocks to Class A common stock (in shares) | 103 | (103) | |||||||||||||||||||
Balance at end at Mar. 31, 2022 | $ 12 | $ 1 | $ 1 | 700,167 | (367,000) | (3,336) | 329,845 | 2,208 | 332,053 | ||||||||||||
Balance at end (in shares) at Mar. 31, 2022 | 116,689 | 12,294 | 6,478 | ||||||||||||||||||
Balance at beginning at Dec. 31, 2021 | $ 11 | $ 1 | $ 1 | $ 695,869 | $ (322,106) | $ (3,233) | $ 370,543 | $ 2,044 | $ 372,587 | 372,587 | |||||||||||
Balance at beginning (in shares) at Dec. 31, 2021 | 116,175 | 12,397 | 6,478 | 116,175 | 12,397 | 6,478 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Other comprehensive income | 402 | ||||||||||||||||||||
Balance at end at Jun. 30, 2022 | $ 12 | $ 1 | $ 1 | 709,818 | (390,765) | (2,378) | 316,689 | 4,397 | 321,086 | ||||||||||||
Balance at end (in shares) at Jun. 30, 2022 | 125,424 | 6,686 | 6,478 | 125,424 | 6,686 | 6,478 | |||||||||||||||
Balance at beginning at Mar. 31, 2022 | $ 12 | $ 1 | $ 1 | 700,167 | (367,000) | (3,336) | 329,845 | 2,208 | 332,053 | ||||||||||||
Balance at beginning (in shares) at Mar. 31, 2022 | 116,689 | 12,294 | 6,478 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Stock-based compensation | 11,284 | 11,284 | 11,284 | ||||||||||||||||||
Shares withheld for employee taxes | (1,635) | (1,635) | (1,635) | ||||||||||||||||||
Shares withheld for employee taxes (in shares) | (434) | ||||||||||||||||||||
Other comprehensive income | 958 | 958 | (453) | 505 | |||||||||||||||||
Net loss | (23,765) | (23,765) | 184 | (23,581) | |||||||||||||||||
Issuance of common stock in connection with share-based plans | 2 | 2 | 2 | ||||||||||||||||||
Issuance of common stock in connection with share-based plans (in shares) | 3,561 | ||||||||||||||||||||
Reclassification of noncontrolling interest (see Note 10) | 2,458 | 2,458 | |||||||||||||||||||
Conversion of Class B common stocks to Class A common stock (in shares) | 5,608 | (5,608) | |||||||||||||||||||
Balance at end at Jun. 30, 2022 | $ 12 | $ 1 | $ 1 | $ 709,818 | $ (390,765) | $ (2,378) | $ 316,689 | $ 4,397 | $ 321,086 | ||||||||||||
Balance at end (in shares) at Jun. 30, 2022 | 125,424 | 6,686 | 6,478 | 125,424 | 6,686 | 6,478 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net loss | $ (68,147) | $ (12,114) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 17,094 | 9,626 |
Unrealized loss (gain) on foreign currency | 2,811 | (254) |
Stock based compensation | 15,224 | 347 |
Change in fair value of warrants | (3,359) | |
Change in fair value of derivative liability | (3,225) | |
Amortization of debt discount and deferred issuance costs | 2,527 | |
Deferred income tax | 2,088 | (4,299) |
Provision for doubtful accounts | 554 | (613) |
Unrealized gain on investment | (1,260) | |
Non-cash lease expense | 9,727 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 51,831 | 33,793 |
Prepaid expenses and other current assets and prepaid expenses and other assets | (3,216) | (7,778) |
Accounts payable | (1,167) | 588 |
Deferred rent | (1,147) | |
Accrued compensation | (7,242) | 351 |
Accrued expenses, other current liabilities and other liabilities | (7,733) | (2,997) |
Lease liabilities | (11,592) | |
Deferred revenue | 1,284 | (248) |
Cash (used in) provided by operating activities | (3,801) | 15,255 |
Investing activities: | ||
Capital expenditures | (2,828) | (970) |
Capitalization of internal-use software | (6,646) | (4,286) |
Cash from acquired business, net | 5,200 | |
Cash (used in) provided by investing activities | (9,474) | (56) |
Financing activities: | ||
Proceeds from issuance of common stock | 35,000 | |
Proceeds from exercise of stock options | 360 | 287 |
Payment for shares withheld for employee taxes | (1,635) | |
Borrowings (payments) on revolving credit facilities | 5,000 | (1,304) |
Deferred reverse recapitalization costs | (585) | |
Cash provided by (used in) financing activities | 3,140 | 33,983 |
Effect of currency translation on cash and cash equivalents | (1,409) | (499) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (11,544) | 48,683 |
Cash and cash equivalents and restricted cash at beginning of period | 79,733 | 106,126 |
Cash and cash equivalents and restricted cash at end of period | $ 68,189 | $ 154,809 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2022 | |
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 brands 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. (“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”); 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 Company 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 transactions contemplated by the Merger Agreement, including the acquisition 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.” 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. Shares of Legacy BuzzFeed Series F Preferred Stock and Series G Preferred Stock have been restated based on the exchange into 30,880,000 shares of BuzzFeed Class A common stock established in the Business Combination. 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”). Liquidity As of and for the six months ended June 30, 2022, the Company had cash and cash equivalents of $68.2 million. However, the Company has a history of losses, and had an accumulated deficit of $390.8 million as of June 30, 2022. 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 become due within one year from the date these condensed consolidated financial statements are issued. 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 the Company’s business and results of operations. The Company believes 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 the Company’s commerce revenue decelerated during 2021 and continued to decelerate in the first half of 2022 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 and evolving strains of COVID-19 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. The Company’s growth rate has been, and may continue to be, impacted by additional macroeconomic factors beyond its control, such as inflation and its effect on interest rates, 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. As such, the accompanying condensed consolidated financial statements and these related notes should be read in conjunction with the Company’s consolidated financial statements and related notes as of and for the year ended December 31, 2021, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2022. The condensed consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries, and any variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year figures have been reclassified to conform to current period presentation. 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. 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 February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software In October 2021, the FASB issued 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 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 Accounting Pronouncements Not Yet Adopted 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 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2022 | |
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) — Includes the cash purchase price of $200.0 million adjusted for certain closing specified liabilities as specified in the C Acquisition Purchase Agreement. (2) — Represents 10,000,000 shares of BuzzFeed Class A common stock at a price of $ 9.62 per share, which is based on the Company’s closing stock price for Class A common stock on the Closing Date. 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. As the Company continues to finalize the fair value of assets acquired and liabilities assumed, purchase price adjustments have been recorded and additional purchase price adjustments may be recorded during the measurement period. The Company reflects measurement period adjustments in the period in which the adjustments occur. Measurement Period Preliminary Adjustments Updated Preliminary Cash $ 2,881 — $ 2,881 Accounts receivable 22,581 11 22,592 Prepaid and other current assets 17,827 199 18,026 Property and equipment 332 (15) 317 Intangible assets 119,100 — 119,100 Goodwill 189,391 (325) 189,066 Accounts payable (2,661) — (2,661) Accrued expenses (12,319) (219) (12,538) Accrued compensation (12,867) 349 (12,518) Deferred revenue (5,855) — (5,855) Deferred tax liabilities (22,776) — (22,776) Other liabilities (1,468) — (1,468) Total consideration for Complex Networks $ 294,166 — $ 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 $189.1 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes. 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 three and six months ended June 30, 2021 to the three and six months ended June 30, 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 this acquisition on the Company’s historical financial information on a supplemental pro forma basis. The following table presents the Company’s pro forma combined revenue and net loss. Three Months Ended June 30, Six Months Ended June 30, 2021 2021 Revenue $ 117,942 $ 210,604 Net loss (6,642) (25,085) Acquisition of HuffPost and Verizon Investment On February 16, 2021, the Company completed the acquisition of 100% of TheHuffingtonPost.com, Inc. (“HuffPost”) (the “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) The following table summarizes the determination of the fair value of identifiable assets acquired and liabilities assumed from the HuffPost Acquisition. 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 three 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 did not have a material impact on the Company’s revenue or net loss for the three and six months ended June 30, 2021. Goodwill Impairment Test The Company reviews goodwill for impairment annually on October 1 and more frequently if events or changes in circumstances indicate an impairment may exist (a “triggering event”). As of June 30, 2022, the Company had $194.6 million of goodwill recorded on its condensed consolidated balance sheet. During the three months ended June 30, 2022, management identified a sustained decline in share price that pushed the Company’s market capitalization below the carrying value of its stockholders’ equity. The Company concluded the sustained decline in share price was a triggering event and proceeded with a quantitative goodwill impairment assessment. The quantitative impairment assessment was performed as of June 30, 2022, utilizing an equal weighting of the income and market approaches. The analysis required the comparison of the Company’s carrying value with its fair value, with an impairment recorded for any excess of carrying value over the fair value. The discounted cash flow method was used to determine the fair value of the Company’s single reporting unit under the income approach. Key assumptions used in the discounted cash flow analysis include, but are not limited to, a discount rate of approximately 20% to account for any risk in achieving the forecast, an average annual revenue growth rate of approximately 12%, and a terminal growth rate for cash flows of 2.5%. The adjusted market capitalization method was used to determine the fair value of the reporting unit under the market approach. The adjusted market capitalization method is calculated by multiplying the average share price of the Company’s common stock for the average between (i) the singular day of June 30, (ii) seven days prior to the measurement date, and (iii) 30 days prior to the measurement date, by the number of outstanding common shares and adding a control premium that reflects the premium a hypothetical buyer might pay. The control premium was estimated using historical transactions over 16 years. The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded the carrying value by 6%. As a result, the Company concluded there was no goodwill impairment as of June 30, 2022. A number of significant assumptions and estimates are involved in the income and market approaches. The income approach assumes the future cash flows reflect market expectations. These fair value measurements require significant judgements using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company’s impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used in the analysis change in the future, the Company may be required to recognize impairment charges in future periods. Key assumptions in the market approach include determining a control premium. The Company believes our procedures for determining fair value are reasonable and consistent with current market conditions as of June 30, 2022. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
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. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Advertising $ 53,224 $ 47,804 $ 101,892 $ 86,453 Content 40,284 24,241 72,563 43,778 Commerce and other 13,252 17,059 23,863 31,521 Total $ 106,760 $ 89,104 $ 198,318 $ 161,752 The following table presents the Company’s revenue disaggregated by geography: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue: United States $ 94,152 $ 80,178 $ 177,252 $ 145,780 International 12,608 8,926 21,066 15,972 Total $ 106,760 $ 89,104 $ 198,318 $ 161,752 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 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, the Company has determined its 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 condensed consolidated balance sheets and totaled $11.8 million and $13.3 million at June 30, 2022 and December 31, 2021, respectively. These amounts relate to revenue recognized during the respective year that is expected to be invoiced and collected in the next twelve months. The Company’s contract liabilities, which are recorded in Deferred revenue on the accompanying condensed consolidated balance sheets, are expected to be recognized as revenues during the succeeding twelve-month period. Deferred revenue totaled $3.0 million and $1.7 million at June 30, 2022 and December 31, 2021, respectively. The amount of revenue recognized during the six months ended June 30, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $1.0 million. Transaction Price Allocated to Remaining Performance Obligations The Company has certain licensing contracts with minimum guarantees and terms extending beyond one year. Revenue to be recognized related to the remaining performance obligations was $2.4 million at June 30, 2022 and is expected to be recognized over the next two 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. The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration, subject to constraint, in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities: Derivative liability $ — $ — $ 1,650 $ 1,650 Other non-current liabilities: Public Warrants 1,536 — — 1,536 Private Warrants — 43 — 43 Total $ 1,536 $ 43 $ 1,650 $ 3,229 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 The Company’s investments in money market funds are measured at amortized cost, which approximates fair value. The Company’s warrant liability as of June 30, 2022 and 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 condensed 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 $0.16 and $0.50 as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and 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: June 30, December 31, 2022 2021 Term (in years) 4.4 4.9 Risk-free rate 3.00 % 1.25 % Volatility 68.9 % 31.5 % The following table represents the activity of the Level 3 instruments: Derivative Liability Balance as of December 31, 2021 $ 4,875 Change in fair value of derivative liability (3,225) Balance as of June 30, 2022 $ 1,650 There were no transfers between fair value measurement levels during the three and six months ended June 30, 2022. Equity Investment 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 June 30, 2022 and December 31, 2021, 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 condensed consolidated balance sheets, was $3.6 million and $2.3 million as of June 30, 2022 and December 31, 2021, respectively. The Company concluded that the fair value of the investment increased $1.3 million during the six months ended June 30, 2022 as the result of observable price changes in orderly transactions for a similar investment in the same issuer. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property and Equipment, net | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consisted of the following: June 30, 2022 December 31, 2021 Leasehold improvements $ 49,992 $ 47,573 Furniture and fixtures 6,296 6,029 Computer equipment 5,487 5,134 Video equipment 649 648 Total 62,424 59,384 Less: Accumulated depreciation (41,249) (36,332) Net Carrying Value $ 21,175 $ 23,052 Depreciation totaled $2.6 million and $1.7 million for the three months ended June 30, 2022 and 2021, respectively, and 5.0 million and $3.6 million for the six months ended June 30, 2022 and 2021, respectively, included in Depreciation and amortization expense. |
Capitalized Software Costs, net
Capitalized Software Costs, net | 6 Months Ended |
Jun. 30, 2022 | |
Capitalized Software Costs, net | |
Capitalized Software Costs, net | 7. Capitalized Software Costs, net Capitalized software costs, net consisted of the following: June 30, 2022 December 31, 2021 Website and internal-use software $ 88,554 $ 81,908 Less: Accumulated amortization (69,817) (65,354) Net Carrying Value $ 18,737 $ 16,554 The Company capitalized $3.1 million and $2.4 million for the three months ended June 30, 2022 and 2021, respectively, and $6.6 million and $4.3 million for the six months ended June 30, 2022 and 2021, respectively, included in Capitalized software costs. The Company amortized $2.3 million and $2.0 million for the three months ended June 30, 2022 and 2021, respectively, and $4.5 million and $5.0 million for the six months ended June 30, 2022 and 2021, respectively, included in Depreciation and amortization expense. |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, net | |
Intangible Assets, net | 8. Intangible Assets, net The following table presents the detail of intangible assets for the periods presented and the weighted average remaining useful lives: June 30, 2022 December 31, 2021 Weighted- Weighted- Average Average Remaining Gross Remaining Useful Lives Carrying Accumulated Net Carrying Useful Lives Gross Carrying Accumulated (in years) Value Amortization Value (in years) Value Amortization Net Carrying Value Acquired Technology 2 $ 10,600 $ 3,513 $ 7,088 3 $ 10,600 $ 1,745 $ 8,855 Trademarks and Trade Names 14 111,000 5,056 105,944 15 111,000 1,356 109,644 Trademarks and Trade Names Indefinite 1,368 — 1,368 Indefinite 1,368 — 1,368 Customer Relationships 3 17,000 2,479 14,521 4 17,000 354 16,646 Total $ 139,968 $ 11,048 $ 128,920 $ 139,968 $ 3,455 $ 136,513 With respect to intangible assets, the Company amortized $3.8 million and $0.7 million for the three months ended June 30, 2022 and 2021 , respectively, and $7.6 million and $1.0 million for the six months ended June 30, 2022 and 2021, respectively, included in Depreciation and amortization expense. Estimated future amortization expense as of June 30, 2022 is as follows (in thousands): Remainder of 2022 $ 7,591 2023 15,183 2024 13,438 2025 11,296 2026 7,400 Thereafter 72,645 Total $ 127,553 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt | |
Debt | 9. Debt 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 (the “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, and 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 June 30, 2022. 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 (5.54% at June 30, 2022), and subject to a monthly minimum utilization of $15.0 million. The facility also includes an unused commitment fee of 0.375%. The Company had outstanding borrowings of $33.5 million and $28.5 million at June 30, 2022 and December 31, 2021, respectively. The Company had outstanding letters of credit of $15.5 million under the Revolving Credit Facility at June 30, 2022 and December 31, 2021, and the total unused borrowing capacity was $1.0 million and $5.4 million as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company had $0.3 million of costs in connection with the issuance of debt included in Prepaid and other assets in the condensed consolidated balance sheet. 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 Notes 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 condensed consolidated statements of operations. Interest expense on the Notes is recognized at an effective interest rate of 15% and totaled $4.6 million and $8.9 million for the three and six months ended June 30, 2022, respectively, of which amortization of the debt discount and issuance costs comprised $1.4 million and $2.5 million for the three and six months ended June 30, 2022, respectively. The net carrying amount of the Notes as of June 30, 2022 and December 31, 2021 was: June 30, 2022 December 31, 2021 Principal outstanding $ 150,000 $ 150,000 Unamortized debt discount and issuance costs (34,100) (36,627) Net carrying value $ 115,900 $ 113,373 The fair value of the Notes was approximately $121.4 million and $126.0 million as of June 30, 2022 and December 31, 2021, respectively. The fair value of the Notes was estimated using Level 3 inputs. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2022 | |
Redeemable Noncontrolling Interest | |
Redeemable Noncontrolling Interest | 10. The redeemable noncontrolling interest represents the interests in BuzzFeed Japan which was held by Yahoo Japan, which was puttable to the Company in certain conditions, none of which were met at June 30, 2022, including material breach of the Joint Venture Agreement with Yahoo Japan (“JVA”) by the Company or the bankruptcy or liquidation of the Company. The redeemable noncontrolling interest was presented outside of the permanent equity on the Company’s condensed consolidated balance sheets as the put right was 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%. On May 17, 2022, Yahoo Japan transferred its interests in BuzzFeed Japan to other third parties. The agreements with the third parties do not contain any put rights. As such, on May 17, 2022, the Company reclassified the former redeemable noncontrolling interest to nonredeemable noncontrolling interest that is presented within permanent equity on the Company’s condensed consolidated balance sheet, with no adjustment to the prior periods presented. The table below presents the reconciliation of changes in redeemable noncontrolling interest: 2022 2021 Balance as of January 1, $ 2,294 $ 848 Allocation of net (income) loss 164 60 Balance as of March 31, $ 2,458 $ 908 Merger of BuzzFeed Japan and HuffPost Japan — 510 Allocation of net (income) loss — 85 Reclassification to permanent equity (2,458) — Balance as of June 30, $ — $ 1,503 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 11. 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 and outstanding shares of preferred stock as of June 30, 2022 or December 31, 2021. Stock-Based Compensation Stock Options A summary of the stock option activity under the Company’s equity incentive plans is presented below: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Shares Price Term Value Balance as of December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Granted 627 4.19 Exercised (308) 1.02 Forfeited (191) 6.37 Expired (453) 7.48 Balance as of June 30, 2022 4,235 6.23 3.74 177 Expected to vest at June 30, 2022 4,235 6.23 3.74 177 Exercisable at June 30, 2022 3,288 6.19 2.19 177 As of June 30, 2022, the total share-based compensation costs not yet recognized related to unvested stock options was $2.5 million, which is expected to be recognized over the weighted-average remaining requisite service period of 1.4 years. Restricted Stock Units A summary of Restricted Stock Unit (“RSU”) activity is presented below: Weighted Average Grant- Shares Date Fair Value Outstanding as of December 31, 2021 5,235 $ 8.88 Granted 5,226 3.95 Vested (3,728) 8.48 Forfeited (775) 6.47 Outstanding as of June 30, 2022 5,958 $ 5.12 As of June 30, 2022, there was approximately $18.7 million of unrecognized compensation costs related to RSUs. Included in the above are 2.4 million RSUs that vest based on service and upon the occurrence of a sale transaction (“Acquisition”) or the completion of an initial public offering (“Liquidity 1 RSUs”). The Business Combination did not result in the satisfaction of this liquidity condition as it does not meet the definition of an Acquisition per the award agreements. However, on May 12, 2022, the board of directors waived this liquidity condition, permitting the Liquidity 1 RSUs to vest (based on service). As a result, the Company recognized a cumulative catch-up adjustment of $8.2 million, of which $2.3 million was reflected in cost of revenue, excluding depreciation and amortization, $1.0 million in sales and marketing, $1.9 million in general and administrative, and $3.0 million in research and development within the condensed consolidated statement of operations. Stock-Based Compensation Expense The following table summarizes stock-based compensation cost included in the condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue, excluding depreciation and amortization $ 2,695 $ 113 $ 3,155 $ 155 Sales and marketing 1,391 32 2,113 61 General and administrative 3,782 47 6,380 101 Research and development 3,416 17 3,576 30 Total $ 11,284 $ 209 $ 15,224 $ 347 RSUs settle into shares of common stock upon vesting. Upon the vesting of the RSUs, for certain employees, the Company net-settles the RSUs and withholds a portion of the shares to satisfy minimum statutory employee withholding tax requirements. Total payment of the employees’ tax obligations to the tax authorities is reflected as a financing activity within the condensed consolidated statements of cash flows. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 12. Net loss per share is computed using the two-class method. Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the effect of the assumed exercise of stock options, the vesting of RSUs, 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. Holders of convertible preferred stock did not participate in losses and, accordingly, losses for the three and six months ended June 30, 2021 were allocated entirely to holders of Class A, Class B, and Class C common stock. For the three and six months ended June 30, 2022 and 2021, 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 loss per share: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (23,581) $ (789) $ (68,147) $ (12,114) Net income attributable to the redeemable noncontrolling interest — 85 164 145 Net income (loss) attributable to noncontrolling interests 184 (292) 348 (310) Net loss attributable to holders of Class A, Class B, and Class C common stock $ (23,765) $ (582) (68,659) (11,949) Denominator: Weighted average common shares outstanding, basic and diluted 137,381 18,550 136,906 16,878 Net loss per common share, basic and diluted $ (0.17) $ (0.03) $ (0.50) $ (0.71) 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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 4,235 7,260 4,235 7,260 Restricted stock units 5,958 — 3,546 — Warrants 9,876 — 9,876 — Convertible notes 12,000 — 12,000 — Convertible preferred stock — 94,360 — 94,360 Additionally, the calculation of diluted loss per share excluded 2.4 and 5.3 million RSUs for the six months ended June 30, 2022 and 2021, respectively, for which the related liquidity condition had not been met. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Income Taxes | 13. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income tax provision (benefit) $ 1,796 $ 158 $ 2,146 $ (4,658) Effective tax rate (8.2) % (25.0) % (3.3) % 27.8 % For the three and six months ended June 30, 2022, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis. For the three months ended June 30 2021, 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. For the six months ended June 30 2021, 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; however, the Company recorded a $4.3 million discrete tax benefit related to the release of a portion of the Company’s previously established valuation allowance to offset deferred tax liabilities arising from the HuffPost Acquisition. 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 major jurisdictions in which the Company is subject to potential examination by tax authorities are the United States, the United Kingdom, Japan, and Canada. |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring Costs | |
Restructuring Costs | 14. 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. 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 was then negotiated as part of collective bargaining between the BuzzFeed News Union and the Company. On May 6, 2022 the BuzzFeed News Union ratified its collective bargaining agreement with the Company. Also on May 6, 2022, the Company presented BuzzFeed News employees, including members of the BuzzFeed News bargaining unit, with the final negotiated voluntary buyout proposal. Employees had 45 days from May 6, 2022 to indicate whether they would accept the Company’s voluntary buyout proposal. The Company incurred approximately $3.5 million and $5.3 million of restructuring costs for the three and six months ended June 30, 2022, respectively, comprised mainly of severance and related benefit costs. For the three months ended June 30, 2022, $3.1 million were included in cost of revenue, excluding depreciation and amortization, $0.1 million were included in sales and marketing, $0.2 million were included in general and administrative, and $0.1 million were included in research and development. For the six months ended June 30, 2022, approximately $4.4 million were included in cost of revenue, excluding depreciation and amortization, $0.3 million were included in sales and marketing, $0.5 million were included in general and administrative, and $0.1 million were included in research and development. As of June 30, 2022, $3.4 million of restructuring costs remain unpaid and are included in Accrued compensation on the condensed consolidated balance sheet. These costs are expected to be paid in the third quarter of 2022. 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Leases | 15. The Company leases office space under non-cancelable operating leases with various expiration dates through 2029. The Company accounts for leases under ASC 842 by recording right-of-use assets and liabilities. The right-of-use asset represents the Company’s right to use underlying assets for the lease term and the lease liability represents the Company’s obligation to make lease payments under the lease. The Company determines if an arrangement is or contains a lease at contract inception and exercises judgment and applies certain assumptions when determining the discount rate, lease term and lease payments. ASC 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, the Company does not have knowledge of the rate implicit in the lease and, therefore, uses its incremental borrowing rate for a lease. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. 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. 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. The following illustrates the lease costs for the three and six months ended June 30, 2022: Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Operating lease cost $ 7,571 $ 15,168 Sublease income (1,835) (3,670) Total lease cost $ 5,736 $ 11,498 All components of total lease cost are recorded within General and administrative expenses within the condensed consolidated statement of operations. The Company does not have material short-term or variable lease costs. The following amounts were recorded in the Company’s condensed consolidated balance sheet related to operating leases: June 30, 2022 Assets Right-of-use assets $ 68,022 Liabilities Current lease liabilities 24,865 Noncurrent lease liabilities 59,438 Total lease liabilities $ 84,303 Other information related to leases was as follows: Six Months Ended June 30, 2022 Supplemental cash flow information: Cash paid for amounts included in measurement of lease liabilities: Operating cash flows for operating lease liabilities 16,926 June 30, 2022 Weighted average remaining lease term (years) 3.52 Weighted average discount rate 13.01 % Maturities of lease liabilities as of June 30, 2022 were as follows: Year Operating Leases Remainder of 2022 $ 17,165 2023 32,111 2024 23,796 2025 21,059 2026 8,352 Thereafter 2,406 Total lease payments 104,889 Less: imputed interest (20,586) Total $ 84,303 Sublease receipts to be received in the future under noncancelable subleases as of June 30, 2022 were as follows: Year Amount Remainder of 2022 $ 3,670 2023 7,204 2024 7,048 2025 7,048 2026 2,763 Thereafter 178 Total $ 27,911 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 Total $ 121,843 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 16. 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 June 30, 2022, the maximum amount of the guarantee was $1.9 million, and no liability was recognized with respect to the guarantee. In the course of its 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 condensed consolidated financial statements is not known, the Company does 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 three and six months ended June 30, 2022 and 2021 that did not individually or in the aggregate have a material impact on the Company’s business or its condensed consolidated balance sheets, results of operations or cash flows. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Information | |
Segment Information | 17. 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 condensed consolidated financial statements. |
Related party Transactions
Related party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | 18. The Company recognized revenue from NBCUniversal Media, LLC (“NBCU”) of $1.7 million and $0.5 million for the three months ended June 30, 2022 and 2021, respectively, and $2.2 million and $0.6 million for the six months ended June 30, 2022 and 2021, respectively. The Company recognized expenses under contractual obligations from NBCU of $0.2 million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively, and $0.4 million and $0.3 million for the three and six months ended June 30, 2022, respectively. The Company had outstanding receivable balances of $1.2 million and $1.2 million from NBCU as of June 30, 2022 and December 31, 2021, respectively. The Company had outstanding payable balances of nil and $0.3 million to NBCU as of June 30, 2022 and December 31, 2021, respectively. |
Supplemental Disclosures
Supplemental Disclosures | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Disclosures. | |
Supplemental Disclosures | 19. Supplemental Disclosures Film Costs Film costs, which were included in prepaid and other assets on the condensed consolidated balance sheets, were as follows: June 30, 2022 December 31, 2021 Individual Monetization: Feature films in production $ 4,776 $ 3,690 Total $ 4,776 $ 3,690 No amortization of film costs was recorded during the three or six months ended June 30, 2022 or 2021. Supplemental Cash Flow Disclosures Six Months Ended June 30, 2022 2021 Cash paid for income taxes, net $ 2,059 $ 1,020 Cash paid for interest 7,818 429 Non-cash investing and financing activities: Accounts payable and accrued expenses related to property and equipment 187 229 Issuance of common stock for HuffPost Acquisition — 24,064 |
Other (Expense) Income, Net
Other (Expense) Income, Net | 6 Months Ended |
Jun. 30, 2022 | |
Other (Expense) Income, Net | |
Other (Expense) Income, Net | 20. Other (Expense) Income, Net Other (expense) income, net consisted of the following for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Exchange (loss) gain (3,278) 166 (3,501) 266 Unrealized gain (loss) on investments — — 1,260 — Other (expense) (182) (151) (393) (177) Other income 20 140 56 726 Total $ (3,440) $ 155 $ (2,578) $ 815 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events. | |
Subsequent Events | 21. Subsequent Events Unless otherwise disclosed, there were no material subsequent events through August 9, 2022, the date the condensed consolidated financial statements were available to be issued, which have not already been reflected or disclosed in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Polices) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Financial Statements and Principles of Consolidation | Basis of Financial Statements and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. As such, the accompanying condensed consolidated financial statements and these related notes should be read in conjunction with the Company’s consolidated financial statements and related notes as of and for the year ended December 31, 2021, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2022. The condensed consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries, and any variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year figures have been reclassified to conform to current period presentation. |
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. |
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 February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software In October 2021, the FASB issued 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 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 |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted 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 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 (1) — Includes the cash purchase price of $200.0 million adjusted for certain closing specified liabilities as specified in the C Acquisition Purchase Agreement. (2) — Represents 10,000,000 shares of BuzzFeed Class A common stock at a price of $ 9.62 per share, which is based on the Company’s closing stock price for Class A common stock on the Closing Date. |
Schedule of purchase price allocation for the assets acquired and liabilities assumed | Measurement Period Preliminary Adjustments Updated Preliminary Cash $ 2,881 — $ 2,881 Accounts receivable 22,581 11 22,592 Prepaid and other current assets 17,827 199 18,026 Property and equipment 332 (15) 317 Intangible assets 119,100 — 119,100 Goodwill 189,391 (325) 189,066 Accounts payable (2,661) — (2,661) Accrued expenses (12,319) (219) (12,538) Accrued compensation (12,867) 349 (12,518) Deferred revenue (5,855) — (5,855) Deferred tax liabilities (22,776) — (22,776) Other liabilities (1,468) — (1,468) Total consideration for Complex Networks $ 294,166 — $ 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 | Three Months Ended June 30, Six Months Ended June 30, 2021 2021 Revenue $ 117,942 $ 210,604 Net loss (6,642) (25,085) |
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 (1) |
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) | 6 Months Ended |
Jun. 30, 2022 | |
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. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Advertising $ 53,224 $ 47,804 $ 101,892 $ 86,453 Content 40,284 24,241 72,563 43,778 Commerce and other 13,252 17,059 23,863 31,521 Total $ 106,760 $ 89,104 $ 198,318 $ 161,752 The following table presents the Company’s revenue disaggregated by geography: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue: United States $ 94,152 $ 80,178 $ 177,252 $ 145,780 International 12,608 8,926 21,066 15,972 Total $ 106,760 $ 89,104 $ 198,318 $ 161,752 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities: Derivative liability $ — $ — $ 1,650 $ 1,650 Other non-current liabilities: Public Warrants 1,536 — — 1,536 Private Warrants — 43 — 43 Total $ 1,536 $ 43 $ 1,650 $ 3,229 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 |
Schedule of quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability | June 30, December 31, 2022 2021 Term (in years) 4.4 4.9 Risk-free rate 3.00 % 1.25 % Volatility 68.9 % 31.5 % |
Schedule of activity of the Level 3 instruments | Derivative Liability Balance as of December 31, 2021 $ 4,875 Change in fair value of derivative liability (3,225) Balance as of June 30, 2022 $ 1,650 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property and Equipment, net | |
Summary of property and equipment, net | Property and equipment, net consisted of the following: June 30, 2022 December 31, 2021 Leasehold improvements $ 49,992 $ 47,573 Furniture and fixtures 6,296 6,029 Computer equipment 5,487 5,134 Video equipment 649 648 Total 62,424 59,384 Less: Accumulated depreciation (41,249) (36,332) Net Carrying Value $ 21,175 $ 23,052 |
Capitalized Software Costs, n_2
Capitalized Software Costs, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Capitalized Software Costs, net | |
Schedule of capitalized software costs | June 30, 2022 December 31, 2021 Website and internal-use software $ 88,554 $ 81,908 Less: Accumulated amortization (69,817) (65,354) Net Carrying Value $ 18,737 $ 16,554 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, net | |
Summary of intangible assets and the weighted average remaining useful lives | June 30, 2022 December 31, 2021 Weighted- Weighted- Average Average Remaining Gross Remaining Useful Lives Carrying Accumulated Net Carrying Useful Lives Gross Carrying Accumulated (in years) Value Amortization Value (in years) Value Amortization Net Carrying Value Acquired Technology 2 $ 10,600 $ 3,513 $ 7,088 3 $ 10,600 $ 1,745 $ 8,855 Trademarks and Trade Names 14 111,000 5,056 105,944 15 111,000 1,356 109,644 Trademarks and Trade Names Indefinite 1,368 — 1,368 Indefinite 1,368 — 1,368 Customer Relationships 3 17,000 2,479 14,521 4 17,000 354 16,646 Total $ 139,968 $ 11,048 $ 128,920 $ 139,968 $ 3,455 $ 136,513 |
Schedule of Estimated future amortization expense | Estimated future amortization expense as of June 30, 2022 is as follows (in thousands): Remainder of 2022 $ 7,591 2023 15,183 2024 13,438 2025 11,296 2026 7,400 Thereafter 72,645 Total $ 127,553 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Schedule of net carrying amount of the notes | The net carrying amount of the Notes as of June 30, 2022 and December 31, 2021 was: June 30, 2022 December 31, 2021 Principal outstanding $ 150,000 $ 150,000 Unamortized debt discount and issuance costs (34,100) (36,627) Net carrying value $ 115,900 $ 113,373 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Redeemable Noncontrolling Interest | |
Schedule of redeemable non controlling interest | The table below presents the reconciliation of changes in redeemable noncontrolling interest: 2022 2021 Balance as of January 1, $ 2,294 $ 848 Allocation of net (income) loss 164 60 Balance as of March 31, $ 2,458 $ 908 Merger of BuzzFeed Japan and HuffPost Japan — 510 Allocation of net (income) loss — 85 Reclassification to permanent equity (2,458) — Balance as of June 30, $ — $ 1,503 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Schedule of fair value of stock option awards valuation assumptions | Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Shares Price Term Value Balance as of December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Granted 627 4.19 Exercised (308) 1.02 Forfeited (191) 6.37 Expired (453) 7.48 Balance as of June 30, 2022 4,235 6.23 3.74 177 Expected to vest at June 30, 2022 4,235 6.23 3.74 177 Exercisable at June 30, 2022 3,288 6.19 2.19 177 |
Schedule of the restricted stock unit activity | Weighted Average Grant- Shares Date Fair Value Outstanding as of December 31, 2021 5,235 $ 8.88 Granted 5,226 3.95 Vested (3,728) 8.48 Forfeited (775) 6.47 Outstanding as of June 30, 2022 5,958 $ 5.12 |
Schedule of Stock-Based Compensation Expense | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue, excluding depreciation and amortization $ 2,695 $ 113 $ 3,155 $ 155 Sales and marketing 1,391 32 2,113 61 General and administrative 3,782 47 6,380 101 Research and development 3,416 17 3,576 30 Total $ 11,284 $ 209 $ 15,224 $ 347 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Net 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 loss per share: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (23,581) $ (789) $ (68,147) $ (12,114) Net income attributable to the redeemable noncontrolling interest — 85 164 145 Net income (loss) attributable to noncontrolling interests 184 (292) 348 (310) Net loss attributable to holders of Class A, Class B, and Class C common stock $ (23,765) $ (582) (68,659) (11,949) Denominator: Weighted average common shares outstanding, basic and diluted 137,381 18,550 136,906 16,878 Net loss per common share, basic and diluted $ (0.17) $ (0.03) $ (0.50) $ (0.71) |
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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 4,235 7,260 4,235 7,260 Restricted stock units 5,958 — 3,546 — Warrants 9,876 — 9,876 — Convertible notes 12,000 — 12,000 — Convertible preferred stock — 94,360 — 94,360 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Schedule of provision (benefit) for income taxes | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income tax provision (benefit) $ 1,796 $ 158 $ 2,146 $ (4,658) Effective tax rate (8.2) % (25.0) % (3.3) % 27.8 % |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Schedule of operating lease assets and liabilities | June 30, 2022 Assets Right-of-use assets $ 68,022 Liabilities Current lease liabilities 24,865 Noncurrent lease liabilities 59,438 Total lease liabilities $ 84,303 |
Schedule of other information relating to leases | Six Months Ended June 30, 2022 Supplemental cash flow information: Cash paid for amounts included in measurement of lease liabilities: Operating cash flows for operating lease liabilities 16,926 June 30, 2022 Weighted average remaining lease term (years) 3.52 Weighted average discount rate 13.01 % |
Schedule of maturities of lease liabilities | Year Operating Leases Remainder of 2022 $ 17,165 2023 32,111 2024 23,796 2025 21,059 2026 8,352 Thereafter 2,406 Total lease payments 104,889 Less: imputed interest (20,586) Total $ 84,303 |
Schedule of sublease receipts to be received in the future under noncancelable subleases | Year Amount Remainder of 2022 $ 3,670 2023 7,204 2024 7,048 2025 7,048 2026 2,763 Thereafter 178 Total $ 27,911 |
Schedule of components of Lease cost | Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Operating lease cost $ 7,571 $ 15,168 Sublease income (1,835) (3,670) Total lease cost $ 5,736 $ 11,498 |
Schedule of Future minimum lease payments | Year Amount 2022 $ 33,817 2023 31,910 2024 23,885 2025 21,148 2026 8,441 Thereafter 2,642 Total $ 121,843 |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Disclosures. | |
Schedule of film costs | June 30, 2022 December 31, 2021 Individual Monetization: Feature films in production $ 4,776 $ 3,690 Total $ 4,776 $ 3,690 |
Schedule of supplemental cash flow information | Six Months Ended June 30, 2022 2021 Cash paid for income taxes, net $ 2,059 $ 1,020 Cash paid for interest 7,818 429 Non-cash investing and financing activities: Accounts payable and accrued expenses related to property and equipment 187 229 Issuance of common stock for HuffPost Acquisition — 24,064 |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other (Expense) Income, Net | |
Summary of other (expense) income, net | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Exchange (loss) gain (3,278) 166 (3,501) 266 Unrealized gain (loss) on investments — — 1,260 — Other (expense) (182) (151) (393) (177) Other income 20 140 56 726 Total $ (3,440) $ 155 $ (2,578) $ 815 |
Description of the Business (De
Description of the Business (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Number of Reportable Segments | segment | 1 | |
Cash and cash equivalents | $ 68,189 | $ 79,733 |
Accumulated deficit | $ (390,765) | $ (322,106) |
CM Partners, LLC | ||
Percentage of membership interests acquired | 100% |
Description of the Business - B
Description of the Business - Business Combination (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Unsecured Convertible Notes, Due 2026 [Member] | |
Aggregate principal amount | $ | $ 150 |
BuzzFeed, Inc. [Member] | Business Combination Agreement [Member] | |
Number of shares issued in exchange fore each share | 0.306 |
BuzzFeed, Inc. [Member] | Class A common stock | Business Combination Agreement [Member] | |
Number of common shares issued | (30,880,000) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Right-of-use assets | $ 68,022 | |
Noncurrent lease liabilities | $ 59,438 | |
ASU 842 | ||
Right-of-use assets | $ 77,800 | |
Noncurrent lease liabilities | $ 96,000 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) - USD ($) | 6 Months Ended | ||||
Dec. 03, 2021 | Feb. 16, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Acquisitions and Dispositions | |||||
Identifiable intangible assets acquired of goodwill | $ 189,100,000 | $ 194,556,000 | $ 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 | ||||
C Acquisition | |||||
Acquisitions and Dispositions | |||||
Number of shares issued for acquisition | 2,639,322 | ||||
Percentage of membership interests acquired | 100% | ||||
Cash purchase price | $ 294,166 | ||||
Identifiable intangible assets acquired of goodwill | 189,066 | ||||
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% | ||||
Cash purchase price | $ 23,574 | ||||
Identifiable intangible assets acquired of goodwill | $ 5,500,000 | ||||
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 ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | Feb. 16, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 194,556,000 | $ 194,881,000 | $ 189,100,000 | |
C Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | 2,881 | |||
Accounts receivable | 22,592 | |||
Prepaid and other current assets | 18,026 | |||
Property and equipment | 317 | |||
Intangible assets | 119,100 | |||
Goodwill | 189,066 | |||
Accounts payable | (2,661) | |||
Accrued expenses | (12,538) | |||
Accrued compensation | (12,518) | |||
Deferred revenue | (5,855) | |||
Deferred tax liabilities | (22,776) | |||
Other liabilities | (1,468) | |||
Total consideration for Complex Networks | 294,166 | |||
C Acquisition | Preliminary | ||||
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 | (5,855) | |||
Deferred tax liabilities | (22,776) | |||
Other liabilities | (1,468) | |||
Total consideration for Complex Networks | 294,166 | |||
C Acquisition | Measurement Period Adjustments | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 11 | |||
Prepaid and other current assets | 199 | |||
Property and equipment | (15) | |||
Goodwill | (325) | |||
Accrued expenses | (219) | |||
Accrued compensation | $ 349 | |||
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 HuffPost | 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 HuffPost | $ 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, 2021 USD ($) |
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) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Acquisitions and Dispositions | ||
Revenue | $ 117,942 | $ 210,604 |
Net loss | $ (6,642) | $ (25,085) |
Acquisitions and Dispositions_6
Acquisitions and Dispositions - Goodwill Impairment Test (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | |
Acquisitions and Dispositions | |||
Goodwill | $ 194,556 | $ 194,881 | $ 189,100 |
Discount rate used for discounted cash flows | 20% | ||
Growth Rate Percentage | 12% | ||
Terminal growth rate for cashflows | 2.50% | ||
Number of days prior to the measurement date considered for average share price | 7 days | ||
Number of days prior to the measurement date taken for average share price | 30 days | ||
Number of years historical transactions used for estimation of control premium | 16 years | ||
Percentage of increase in the fair value on carrying value | 6% | ||
Impairment loss on goodwill | $ 0 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 106,760 | $ 89,104 | $ 198,318 | $ 161,752 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 94,152 | 80,178 | 177,252 | 145,780 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,608 | 8,926 | 21,066 | 15,972 |
Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 53,224 | 47,804 | 101,892 | 86,453 |
Content | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 40,284 | 24,241 | 72,563 | 43,778 |
Commerce and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 13,252 | $ 17,059 | $ 23,863 | $ 31,521 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract assets | $ 11,800 | $ 13,300 |
Deferred revenue | 2,954 | 1,676 |
Revenue recognized included in deferred revenue | $ 1,000 | |
Transaction price allocated to the remaining performance obligations | $ 2,400 | |
Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Expected recognized period (in years) | 2 years |
Fair Value Measurements - Money
Fair Value Measurements - Money Market Funds (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 1 | |
Liabilities: | ||
Derivative liability | $ 1,650 | 4,875 |
Other non-current liabilities: | ||
Total | 3,229 | 9,813 |
Fair value liabilities level 2 transfer | 0 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | |
Other non-current liabilities: | ||
Total | 1,536 | 4,792 |
Level 2 | ||
Other non-current liabilities: | ||
Total | 43 | 146 |
Level 3 | ||
Other non-current liabilities: | ||
Total | 1,650 | 4,875 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | |
Money Market Funds [Member] | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | |
Public Warrants | ||
Other non-current liabilities: | ||
Other non-current liabilities | $ 1,536 | $ 4,792 |
Warrants, exercise price | $ 0.16 | $ 0.50 |
Public Warrants | Level 1 | ||
Other non-current liabilities: | ||
Other non-current liabilities | $ 1,536 | $ 4,792 |
Private Warrants | ||
Other non-current liabilities: | ||
Other non-current liabilities | 43 | 146 |
Private Warrants | Level 2 | ||
Other non-current liabilities: | ||
Other non-current liabilities | 43 | 146 |
Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative liability current | 1,650 | 4,875 |
Fair Value, Recurring [Member] | Level 3 | ||
Liabilities: | ||
Derivative liability current | $ 1,650 | $ 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) | Jun. 30, 2022 | Dec. 31, 2021 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.4 | 4.9 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 3 | 1.25 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 68.9 | 31.5 |
Fair Value Measurements - Activ
Fair Value Measurements - Activity of the Level 3 instruments (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 4,875 |
Change in fair value of derivative liability | (3,225) |
Ending balance | $ 1,650 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity-method Investment (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Increase in fair value of investment | $ 1.3 | |
Prepaid and other assets | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Carrying value of the investment in equity securities without a readily determinable fair value | $ 3.6 | $ 2.3 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net, by Type | |||||
Total | $ 62,424 | $ 62,424 | $ 59,384 | ||
Less: Accumulated depreciation | (41,249) | (41,249) | (36,332) | ||
Net Carrying Value | 21,175 | 21,175 | 23,052 | ||
Depreciation | 2,600 | $ 1,700 | 5,000 | $ 3,600 | |
Leasehold improvements | |||||
Property, Plant and Equipment, Net, by Type | |||||
Total | 49,992 | 49,992 | 47,573 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment, Net, by Type | |||||
Total | 6,296 | 6,296 | 6,029 | ||
Computer equipment | |||||
Property, Plant and Equipment, Net, by Type | |||||
Total | 5,487 | 5,487 | 5,134 | ||
Video equipment | |||||
Property, Plant and Equipment, Net, by Type | |||||
Total | $ 649 | $ 649 | $ 648 |
Capitalized Software Costs, n_3
Capitalized Software Costs, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Capitalized Software Costs, net | |||||
Website and internal-use software | $ 88,554 | $ 88,554 | $ 81,908 | ||
Less: Accumulated amortization | (69,817) | (69,817) | (65,354) | ||
Net Carrying Value | 18,737 | 18,737 | $ 16,554 | ||
Amount of capitalized internal used software | 3,100 | $ 2,400 | 6,600 | $ 4,300 | |
Depreciation and amortization expense | $ 2,300 | $ 2,000 | $ 4,500 | $ 5,000 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Gross Carrying Value | $ 139,968 | $ 139,968 | $ 139,968 | ||
Accumulated Amortization | 11,048 | 11,048 | 3,455 | ||
Net Carrying Value | 128,920 | 128,920 | 136,513 | ||
Amortization expense associated with intangible assets | 3,800 | $ 700 | 7,600 | $ 1,000 | |
Trademarks and trade names | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Indefinite-lived intangible assets | 1,368 | $ 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) | 2 years | 3 years | |||
Gross Carrying Value | 10,600 | $ 10,600 | $ 10,600 | ||
Accumulated Amortization | 3,513 | 3,513 | 1,745 | ||
Net Carrying Value | 7,088 | $ 7,088 | $ 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) | 14 years | 15 years | |||
Gross Carrying Value | 111,000 | $ 111,000 | $ 111,000 | ||
Accumulated Amortization | 5,056 | 5,056 | 1,356 | ||
Net Carrying Value | 105,944 | $ 105,944 | $ 109,644 | ||
Customer relationships | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Weighted-Average Remaining Useful Lives (in years) | 3 years | 4 years | |||
Gross Carrying Value | 17,000 | $ 17,000 | $ 17,000 | ||
Accumulated Amortization | 2,479 | 2,479 | 354 | ||
Net Carrying Value | $ 14,521 | $ 14,521 | $ 16,646 |
Intangible Assets, net - Estima
Intangible Assets, net - Estimated Future Amortization (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
Total | $ 127,553 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity | |
Remainder of 2022 | 7,591 |
2023 | 15,183 |
2024 | 13,438 |
2025 | 11,296 |
2026 | 7,400 |
Thereafter | 72,645 |
Total | $ 127,553 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 30, 2020 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Outstanding borrowings | $ 149,404 | $ 141,878 | ||
Revolving line of credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000 | |||
Letter of credit outstanding | $ 15,500 | $ 15,500 | 15,500 | |
Debt instrument term | 3 years | |||
Percentage of qualifying investment grade accounts receivable | 95% | |||
Percentage of qualifying Non-investment grade accounts receivable | 90% | |||
Unrestricted cash | $ 25,000 | |||
Debt instrument margin rate | 5.54% | |||
Outstanding borrowings | $ 33,500 | 28,500 | ||
Unused borrowing capacity | 1,000 | $ 5,400 | ||
Debt issuance cost | $ 300 | |||
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 | |||
Letter of credit | ||||
Debt Instrument [Line Items] | ||||
Issuance of letter of credit | $ 15,500 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - Convertible Notes - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||
Aggregate principal amount of notes issued | $ 150 | ||
Interest rate | 8.50% | ||
Initial conversion price | $ 12.50 | ||
Volume-weighted average trading price as percentage of conversion price | 130% | ||
Number of trading days | 20 | ||
Number of consecutive trading days | 30 | ||
Repurchase price as percentage of par plus accrued and unpaid interest | 101% | ||
Derivative liability | $ 31.6 | $ 31.6 | |
Effective interest rate | 15% | 15% | |
Interest expense | $ 4.6 | $ 8.9 | |
Amortization of debt discount and issuance costs | $ 1.4 | $ 2.5 | |
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 | ||
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 | ||
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 - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 150,000 | $ 150,000 |
Unamortized debt discount and issuance costs | (34,100) | (36,627) |
Net carrying value | 115,900 | 113,373 |
Fair value of the Notes | $ 121,400,000 | $ 126,000,000 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | May 01, 2021 | |
Redeemable Noncontrolling Interest | |||||
Beginning balance | $ 2,458 | $ 2,294 | $ 908 | $ 848 | |
Merger of BuzzFeed Japan and HuffPost Japan | 510 | ||||
Allocation of net (income) loss | 164 | 85 | 60 | ||
Reclassification to permanent equity | $ (2,458) | ||||
Ending balance | $ 2,458 | $ 1,503 | $ 908 | ||
BuzzFeed Japan | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Ownership (In percentage) | 49% | ||||
Yohoo Japan's | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Ownership (In percentage) | 24.50% |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of shares | ||
Outstanding at the beginning | 4,560 | |
Granted | 627 | |
Exercised | (308) | |
Forfeited | (191) | |
Expired | (453) | |
Outstanding at the end | 4,235 | 4,560 |
Expected to vest | 4,235 | |
Exercisable | 3,288 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning (in dollars per share) | $ 6.29 | |
Granted (in dollars per share) | 4.19 | |
Exercised (in dollars per share) | 1.02 | |
Forfeited (in dollars per share) | 6.37 | |
Expired (in dollars per share) | 7.48 | |
Outstanding at the end (in dollars per share) | 6.23 | $ 6.29 |
Expected to vest (in dollars per share) | 6.23 | |
Exercisable (in dollars per share) | $ 6.19 | |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Term (in years) | 3 years 8 months 26 days | 3 years 25 days |
Vested and expected to vest (in years) | 3 years 8 months 26 days | |
Exercisable (in years) | 2 years 2 months 8 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 177 | $ 2,670 |
Expected to vest | 177 | |
Exercisable | $ 177 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of the restricted stock unit activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | $ 11,284 | $ 209 | $ 15,224 | $ 347 |
Restatement | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | 8,200 | |||
Cost of revenue, excluding depreciation and amortization | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | 2,695 | 113 | 3,155 | 155 |
Cost of revenue, excluding depreciation and amortization | Restatement | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | 2,300 | |||
Sales and marketing | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | 1,391 | 32 | 2,113 | 61 |
Sales and marketing | Restatement | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | 1,000 | |||
General and administrative | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | 3,782 | 47 | 6,380 | 101 |
General and administrative | Restatement | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | 1,900 | |||
Research and development | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | $ 3,416 | $ 17 | 3,576 | $ 30 |
Research and development | Restatement | ||||
Weighted Average Grant-Date Fair Value | ||||
Recognized compensation costs | $ 3,000 | |||
Restricted stock | ||||
Number of shares | ||||
Outstanding at the beginning | 5,235 | |||
Granted | 5,226 | |||
Vested | 3,728 | |||
Forfeited | 775 | |||
Outstanding at the end | 5,958 | 5,958 | ||
Weighted Average Grant-Date Fair Value | ||||
Outstanding at the beginning | $ 8.88 | |||
Granted | 3.95 | |||
Vested | 8.48 | |||
Forfeited | 6.47 | |||
Outstanding at the end | $ 5.12 | $ 5.12 | ||
Number of RSUs outstanding subject to a certain vesting condition | 5,958 | 5,958 | ||
RSUs | ||||
Number of shares | ||||
Outstanding at the end | 2,400,000 | 2,400,000 | ||
Weighted Average Grant-Date Fair Value | ||||
Unrecognized compensation costs | $ 18,700 | $ 18,700 | ||
Number of RSUs outstanding subject to a certain vesting condition | 2,400,000 | 2,400,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) Vote $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Vote $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | |
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 | 0 | ||
Preferred Stock, Shares Outstanding | shares | 0 | 0 | 0 | ||
Share-based compensation costs | $ | $ 11,284 | $ 209 | $ 15,224 | $ 347 | |
Total | $ | 11,284 | 209 | 15,224 | 347 | |
Cost of revenue, excluding depreciation and amortization | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation costs | $ | 2,695 | 113 | 3,155 | 155 | |
Total | $ | 2,695 | 113 | 3,155 | 155 | |
General and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation costs | $ | 3,782 | 47 | 6,380 | 101 | |
Total | $ | 3,782 | 47 | 6,380 | 101 | |
Sales and marketing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation costs | $ | 1,391 | 32 | 2,113 | 61 | |
Total | $ | 1,391 | 32 | 2,113 | 61 | |
Research and development | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation costs | $ | 3,416 | 17 | 3,576 | 30 | |
Total | $ | $ 3,416 | $ 17 | $ 3,576 | $ 30 | |
Class A common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares issued | shares | 125,424,000 | 125,424,000 | 116,175,000 | ||
Common shares, votes per share | Vote | 1 | 1 | |||
Common stock shares outstanding | shares | 125,424,000 | 125,424,000 | 116,175,000 | ||
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 | 6,686,000 | 6,686,000 | 12,397,000 | ||
Common shares, votes per share | Vote | 50 | 50 | |||
Common stock shares outstanding | shares | 6,686,000 | 6,686,000 | 12,397,000 | ||
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 | 6,478,000 | ||
Common shares, votes per share | Vote | 0 | 0 | |||
Common stock shares outstanding | shares | 6,478,000 | 6,478,000 | 6,478,000 | ||
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 | $ | $ 2,500 | ||||
Weighted-average remaining requisite service period | 1 year 4 months 24 days | ||||
Total | $ | $ 2,500 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | $ 11,284 | $ 209 | $ 15,224 | $ 347 |
Cost of revenue, excluding depreciation and amortization | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | 2,695 | 113 | 3,155 | 155 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | 1,391 | 32 | 2,113 | 61 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | 3,782 | 47 | 6,380 | 101 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | $ 3,416 | $ 17 | $ 3,576 | $ 30 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss | $ (23,581) | $ (789) | $ (68,147) | $ (12,114) |
Net income attributable to the redeemable noncontrolling interest | 85 | 164 | 145 | |
Net income (loss) attributable to noncontrolling interests | 184 | (292) | 348 | (310) |
Net loss attributable to holders of Class A common stock and Class B common stock- Basic | (23,765) | (582) | (68,659) | (11,949) |
Net loss attributable to holders of Class A, Class B, and Class C common stock- Diluted | $ (23,765) | $ (582) | $ (68,659) | $ (11,949) |
Denominator: | ||||
Weighted-average shares - basic | 137,381 | 18,550 | 136,906 | 16,878 |
Weighted-average shares - diluted | 137,381 | 18,550 | 136,906 | 16,878 |
Net loss per common share - basic | $ (0.17) | $ (0.03) | $ (0.50) | $ (0.71) |
Net loss per common share - diluted | $ (0.17) | $ (0.03) | $ (0.50) | $ (0.71) |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of diluted loss per share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 | 4,235 | 7,260 | 4,235 | 7,260 |
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 | 5,958 | 3,546 | ||
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 | 9,876 | ||
Convertible notes | ||||
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 | 12,000 | 12,000 | ||
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 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional information (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 | 5,300,000 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income tax benefit and effective tax rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | ||||
Income tax provision (benefit) | $ 1,796 | $ 158 | $ 2,146 | $ (4,658) |
Effective income tax rate | (8.20%) | (25.00%) | (3.30%) | 27.80% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | |||
U.S. federal statutory income tax rate | 21% | 21% | 21% |
Discrete tax benefit | $ 4.3 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 09, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 3.6 | $ 3.5 | $ 5.3 |
Unpaid restructuring costs | 3.4 | 3.4 | |
Cost of revenue, excluding depreciation and amortization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 3.2 | 3.1 | |
Unpaid restructuring costs | 4.4 | 4.4 | |
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 0.2 | 0.5 | |
Sales and marketing | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 0.3 | 0.1 | 0.3 |
Research and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 0.1 | $ 0.1 | $ 0.1 |
Leases (Details)
Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases | |
Right-of-use assets | $ 68,022 |
Current lease liabilities | 24,865 |
Noncurrent lease liabilities | 59,438 |
Total lease liabilities | 84,303 |
Cash paid for amounts included in measurement of lease liabilities: | |
Operating cash flows for operating lease liabilities | $ 16,926 |
Weighted average remaining lease term (years) | 3 years 6 months 7 days |
Weighted average discount rate | 13.01% |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases | |
Remainder of 2022 | $ 17,165 |
2023 | 32,111 |
2024 | 23,796 |
2025 | 21,059 |
2026 | 8,352 |
Thereafter | 2,406 |
Total lease payments | 104,889 |
Less: imputed interest | (20,586) |
Total lease liabilities | $ 84,303 |
Leases - Sublease receivables (
Leases - Sublease receivables (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases | |
Remainder of 2022 | $ 3,670 |
2023 | 7,204 |
2024 | 7,048 |
2025 | 7,048 |
2026 | 2,763 |
Thereafter | 178 |
Total | $ 27,911 |
Leases - Schedule of components
Leases - Schedule of components of Lease cost (Details) - General and administrative - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 7,571 | $ 15,168 |
Sublease income | 1,835 | 3,670 |
Total lease cost | $ 5,736 | $ 11,498 |
Leases - Schedule of Future min
Leases - Schedule of Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases, Future Minimum Lease Payments, [Abstract] | |
2022 | $ 33,817 |
2023 | 31,910 |
2024 | 23,885 |
2025 | 21,148 |
2026 | 8,441 |
Thereafter | 2,642 |
Total | $ 121,843 |
Commitments and Contingencies -
Commitments and Contingencies - Additional information (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Oct. 31, 2020 | Jun. 30, 2022 | |
Commitments and Contingencies. | ||
Maximum amount of new guarantee under lease agreement | $ 5,400,000 | $ 1,900,000 |
New guarantee liabilities recognized under lease agreement | $ 0 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Information | |
Number of operating segments | 1 |
Related party Transactions (Det
Related party Transactions (Details) - NBCUniversal Media, LLC [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Revenue from related parties | $ 1.7 | $ 0.5 | $ 2.2 | $ 0.6 | |
Related party transaction expenses from transactions with related party | 0.2 | $ 0.1 | 0.4 | $ 0.3 | |
Outstanding receivable | 1.2 | 1.2 | $ 1.2 | ||
Outstanding payable | $ 0 | $ 0 | $ 0.3 |
Supplemental Disclosures - Film
Supplemental Disclosures - Film Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Individual Monetization: | |||
Feature films in production | $ 4,776 | $ 3,690 | |
Total Film Costs | 4,776 | $ 3,690 | |
Amortized film costs | $ 0 | $ 0 |
Supplemental Disclosures - Supp
Supplemental Disclosures - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Noncash or Part Noncash Acquisitions [Line Items] | ||
Cash paid for income taxes, net | $ 2,059 | $ 1,020 |
Cash paid for interest | 7,818 | 429 |
Non-cash investing and financing activities: | ||
Accounts payable and accrued expenses related to property and equipment | $ 187 | 229 |
HuffPost and Verizon Investment | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for HuffPost Acquisition | $ 24,064 |
Other (Expense) Income, Net (De
Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other (Expense) Income, Net | ||||
Exchange (loss) gain | $ (3,278) | $ 166 | $ (3,501) | $ 266 |
Unrealized gain (loss) on investments | 1,260 | |||
Other (expense) | (182) | (151) | (393) | (177) |
Other income | 20 | 140 | 56 | 726 |
Total | $ (3,440) | $ 155 | $ (2,578) | $ 815 |