respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This Quarterly Report on Form 10-Q contains estimates and information concerning our industry, our business, and the market for our products and services, including our general expectations of our market position, market growth forecasts, our market opportunity, and size of the markets in which we participate, that are based on industry publications, surveys, and reports that have been prepared by independent third parties. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we have not independently verified the accuracy or completeness of the data contained in these industry publications, surveys, and reports, we believe the publications, surveys, and reports are generally reliable, although such information is inherently subject to uncertainties and imprecision. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including, but not limited to, those described in the section ~~titled~~entitled “Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. These and other factors could cause results to differ materially from those expressed in these publications and reports.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (https://investors.buzzfeed.com), U.S. Securities and Exchange Commission (“SEC”) filings, webcasts, press releases, and conference calls. We use these mediums to communicate with investors and the general public about our company, our products and services, and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors, the media, and others interested in our company to review the information that we post on our investor relations website.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1: Financial Statements (unaudited)

BUZZFEED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

March 31,

December 31,

2022

(Unaudited)

2021
Assets

Current assets

Cash and cash equivalents

$
74,540

$
79,733
Accounts receivable (net of allowance for doubtful accounts of $1,668 as at March 31, 2022 and $1,094 as at December 31, 2021)

98,092

142,909
Prepaid and other current assets

26,768

29,017
Total current assets

199,400

251,659
Property and equipment, net

23,065

23,052
Right-of-use assets

73,103

—
Capitalized software costs, net

17,902

16,554
Intangible assets, net

132,717

136,513
Goodwill

194,050

194,881
Prepaid and other assets

15,538

14,555
Total assets

$
655,775

$
637,214

Liabilities and Equity

Current liabilities

Accounts payable

$
14,673

$
16,025
Accrued expenses

23,584

31,386
Deferred rent

—

4,894
Deferred revenue

3,142

1,676
Accrued compensation

26,935

37,434
Current lease liabilities

24,258

—
Other current liabilities

2,706

2,731
Total current liabilities

95,298

94,146
Deferred rent

—

12,504
Noncurrent lease liabilities

66,174

—
Debt

143,032

141,878
Derivative liability

6,450

4,875
Warrant liabilities

8,354

4,938
Other liabilities

1,956

3,992
Total liabilities

321,264

262,333

Commitments and contingencies

Redeemable noncontrolling interest

2,458

2,294

Stockholders’ equity

Class A Common stock, $0.0001 par value; 700,000 shares authorized; 116,689 and 116,175 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

12

11
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 12,294 and 12,397 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

1

1
Class C Common stock, $0.0001 par value; 10,000 shares authorized; 6,478 issued and outstanding at March 31, 2022 and December 31, 2021

1

1
Additional paid-in capital

700,167

695,869
Accumulated deficit

(367,000)

(322,106)
Accumulated other comprehensive loss

(3,336)

(3,233)
Total BuzzFeed, Inc. stockholders’ equity

329,845

370,543
Noncontrolling interests

2,208

2,044
Total stockholders’ equity

332,053

372,587
Total liabilities and equity

$
655,775

$
637,214

March 31, 2023
(Unaudited) December 31,
2022
Assets
Current assets
Cash and cash equivalents $ 49,947 $ 55,774
Accounts receivable (net of allowance for doubtful accounts of $2,229 as at March 31, 2023 and $1,879 as at December 31, 2022) 72,363 116,460
Prepaid expenses and other current assets 24,270 26,373
Total current assets 146,580 198,607
Property and equipment, net 16,446 17,774
Right-of-use assets 61,615 66,581
Capitalized software costs, net 20,348 19,259
Intangible assets, net 117,532 121,329
Goodwill 91,632 91,632
Prepaid expenses and other assets 15,138 14,790
Total assets $ 469,291 $ 529,972
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 27,198 $ 29,329
Accrued expenses 21,992 26,357
Deferred revenue 6,445 8,836
Accrued compensation 18,294 31,052
Current lease liabilities 22,667 23,398
Other current liabilities 5,176 3,900
Total current liabilities 101,772 122,872
Noncurrent lease liabilities 54,269 59,315
Debt 152,281 152,253
Derivative liability 1,185 180
Warrant liabilities 988 395
Other liabilities 430 403
Total liabilities 310,925 335,418
Commitments and contingencies
Stockholders’ equity
Class A Common stock, $0.0001 par value; 700,000 shares authorized; 133,258 and 126,387 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 14 13
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 6,676 and 6,678 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 1 1
Class C Common stock, $0.0001 par value; 10,000 shares authorized; 0 and 6,478 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively — 1
Additional paid-in capital 717,191 716,233
Accumulated deficit (559,190) (523,063)
Accumulated other comprehensive loss (2,669) (1,968)
Total BuzzFeed, Inc. stockholders’ equity 155,347 191,217
Noncontrolling interests 3,019 3,337
Total stockholders’ equity 158,366 194,554
Total liabilities and stockholders’ equity $ 469,291 $ 529,972

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BUZZFEED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited) (In thousands, except per share amounts)

Three Months Ended March 31,

2022

2021
Revenue

$
91,558

$
72,648
Costs and Expenses

Cost of revenue, excluding depreciation and amortization

60,818

42,123
Sales and marketing

17,803

11,378
General and administrative

32,562

23,702
Research and development

7,192

6,699
Depreciation and amortization

8,481

5,269
Total costs and expenses

126,856

89,171
Loss from operations

(35,298)

(16,523)
Other income, net

862

660
Interest expense, net

(4,789)

(278)
Change in fair value of warrant liabilities

(3,416)

—
Change in fair value of derivative liability

(1,575)

—
Loss before income taxes

(44,216)

(16,141)
Income tax provision (benefit)

350

(4,816)
Net loss

(44,566)

(11,325)
Net income attributable to the redeemable noncontrolling interest

164

60
Net income (loss) attributable to noncontrolling interests

164

(18)
Net loss attributable to BuzzFeed, Inc.

$
(44,894)

$
(11,367)

Net loss per Class A, Class B and Class C common share:

Basic

$
(0.33)

$
(0.75)
Diluted

$
(0.33)

$
(0.75)
Weighted average common shares outstanding:

Basic

136,425

15,188
Diluted

136,425

15,188

Three Months Ended March 31,
2023 2022
Revenue $ 67,153 $ 91,558
Costs and Expenses
Cost of revenue, excluding depreciation and amortization 47,344 60,818
Sales and marketing 15,301 17,803
General and administrative 22,002 32,562
Research and development 3,819 7,192
Depreciation and amortization 8,405 8,481
Total costs and expenses 96,871 126,856
Loss from operations (29,718) (35,298)
Other income, net 620 862
Interest expense, net (5,418) (4,789)
Change in fair value of warrant liabilities (593) (3,416)
Change in fair value of derivative liability (1,005) (1,575)
Loss before income taxes (36,114) (44,216)
Income tax provision 147 350
Net loss (36,261) (44,566)
Net income attributable to the redeemable noncontrolling interest — 164
Net (loss) income attributable to noncontrolling interests (260) 164
Net loss attributable to BuzzFeed, Inc. $ (36,001) $ (44,894)
Net loss per Class A, Class B and Class C common share:
Basic $ (0.26) $ (0.33)
Diluted $ (0.26) $ (0.33)
Weighted average common shares outstanding:
Basic 140,704 136,425
Diluted 140,704 136,425

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BUZZFEED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited) (In thousands)

Three Months Ended March 31,

2022

2021
Net loss

$
(44,566)

$
(11,325)
Other comprehensive loss

Foreign currency translation adjustment

(103)

(329)
Other comprehensive loss

(103)

(329)
Comprehensive loss

(44,669)

(11,654)
Comprehensive income attributable to the redeemable noncontrolling interest

164

60
Comprehensive income (loss) attributable to noncontrolling interests

164

(18)
Comprehensive loss attributable to BuzzFeed, Inc.

$
(44,997)

$
(11,696)

Three Months Ended March 31,
2023 2022
Net loss $ (36,261) $ (44,566)
Other comprehensive loss
Foreign currency translation adjustment (759) (103)
Other comprehensive loss (759) (103)
Comprehensive loss (37,020) (44,669)
Comprehensive income attributable to the redeemable noncontrolling interest — 164
Comprehensive (loss) income attributable to noncontrolling interests (260) 164
Foreign currency translation adjustment attributable to noncontrolling interests (58) —
Comprehensive loss attributable to BuzzFeed, Inc. $ (36,702) $ (44,997)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BUZZFEED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

(Unaudited) (In thousands)

Three Months Ended March 31, 2022

Accumulated

Total

Common Stock –

Common Stock –

Common Stock –

Additional

other

BuzzFeed, Inc.

Total

Class A

Class B

Class C

paid-in

Accumulated

comprehensive

stockholders'

Noncontrolling

stockholders’


Shares

Amount

Shares

Amount

Shares

Amount

capital

deficit

loss

equity

interests

equity
Balance at January 1, 2022

116,175

$
11

12,397

$
1

6,478

$
1

$
695,869

$
(322,106)

$
(3,233)

$
370,543

$
2,044

$
372,587
Net loss

—

—

—

—

—

—

—

(44,894)

—

(44,894)

164

(44,730)
Stock-based compensation

—

—

—

—

—

—

3,940

—

—

3,940

—

3,940
Issuance of common stock in connection with share-based plans

411

1

—

—

—

—

358

—

—

359

—

359
Other comprehensive loss

—

—

—

—

—

—

—

—

(103)

(103)

—

(103)
Conversion of Class B common stock to Class A common stock

103

—

(103)

—

—

—

—

—

—

—

—

—
Balance at March 31, 2022

116,689

$
12

12,294

$
1

6,478

$
1

$
700,167

$
(367,000)

$
(3,336)

$
329,845

$
2,208

$
332,053

Three Months Ended March 31, 2021

Accumulated

Total BuzzFeed,

Common Stock –

Common Stock – Class

Common Stock – Class

other

Inc.

Total

Class A

B

C

Additional

Accumulated

comprehensive

stockholders’

Noncontrolling

stockholders’


Shares


Amount

Shares


Amount

Shares


Amount

paid-in capital

deficit

loss

(deficit) equity

interests

(deficit) equity

Balance at January 1, 2021

1,540

$
—

10,439

$
1

—

$
—

$
36,373

$
(346,818)

$
(3,359)

$
(313,803)

$
—

$
(313,803)

Net loss

—

—

—

—

—

—

—

(11,367)

—

(11,367)

(18)

(11,385)

Issuance of common stock

—

—

—

—

3,839

1

34,999

—

—

35,000

—

35,000

HuffPost Acquisition

—

—

—

—

2,639

—

24,064

—

—

24,064

2,122

26,186

Stock-based compensation

—

—

—

—

—

—

138

—

—

138

—

138

Issuance of common stock upon exercise of stock options

6

—

49

—

—

—

142

—

—

142

—

142

Other comprehensive loss

—

—

—

—

—

—

—

—

(329)

(329)

—

(329)

Balance at March 31, 2021

1,546

$
—

10,488

$
1

6,478

$
1

$
95,716

$
(358,185)

$
(3,688)

$
(266,155)

$
2,104

$
(264,051)

Three Months Ended March 31, 2023
Common Stock –
Class A Common Stock –
Class B Common Stock –
Class C Additional paid-in
capital Accumulated
deficit Accumulated
other
comprehensive
loss Total
BuzzFeed, Inc.
stockholders’
equity Noncontrolling
interests Total
stockholders’
equity
Shares Amount Shares Amount Shares Amount
Balance at January 1, 2023 126,387 $ 13 6,678 $ 1 6,478 $ 1 $ 716,233 $ (523,063) $ (1,968) $ 191,217 $ 3,337 $ 194,554
Cumulative effect of accounting change (see Note 2) — — — — — — — (126) — (126) — (126)
Net loss — — — — — — — (36,001) — (36,001) (260) (36,261)
Stock-based compensation — — — — — — 1,122 — — 1,122 — 1,122
Issuance of common stock in connection with share-based plans 512 — — — — — 29 — — 29 — 29
Shares withheld for employee taxes (121) — — — — — (193) — — (193) — (193)
Other comprehensive loss — — — — — — — — (701) (701) (58) (759)
Conversion of Class B common stock to Class A common stock 2 — (2) — — — — — — — — —
Conversion of Class C common stock to Class A common stock 6,478 1 — — (6,478) (1) — — — — — —
Balance at March 31, 2023 133,258 $ 14 6,676 $ 1 — $ — $ 717,191 $ (559,190) $ (2,669) $ 155,347 $ 3,019 $ 158,366

Three Months Ended March 31, 2022
Common Stock –
Class A Common Stock –
Class B Common Stock –
Class C Additional
paid-in
capital Accumulated
deficit Accumulated
other
comprehensive
loss Total
BuzzFeed, Inc.
stockholders’
equity Noncontrolling
interests Total
stockholders’
equity
Shares Amount Shares Amount Shares Amount
Balance at January 1, 2022 116,175 $ 11 12,397 $ 1 6,478 $ 1 $ 695,869 $ (322,106) $ (3,233) $ 370,543 $ 2,044 $ 372,587
Net (loss) income — — — — — — — (44,894) — (44,894) 164 (44,730)
Stock-based compensation — — — — — — 3,940 — — 3,940 — 3,940
Issuance of common stock upon exercise of stock options 411 1 — — — — 358 — — 359 — 359
Other comprehensive loss — — — — — — — — (103) (103) — (103)
Conversion of Class B common stock to Class A common stock 103 — (103) — — — — — — — — —
Balance at March 31, 2022 116,689 $ 12 12,294 $ 1 6,478 $ 1 $ 700,167 $ (367,000) $ (3,336) $ 329,845 $ 2,208 $ 332,053

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BUZZFEED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)

Three Months Ended March 31,

2022

2021
Operating activities:

Net loss

$
(44,566)

$
(11,325)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

8,481

5,269
Unrealized loss (gain) on foreign currency

142

(180)
Stock based compensation

3,940

138
Change in fair value of warrants

3,416

—
Change in fair value of derivative liability

1,575

—
Amortization of debt discount and deferred issuance costs

1,154

—
Deferred income tax

507

(4,318)
Provision for doubtful accounts

574

(515)
Unrealized gain on investment

(1,260)

—
Non-cash lease expense

4,690

—
Changes in operating assets and liabilities:

Accounts receivable

44,227

37,076
Prepaid expenses and other current assets and prepaid expenses and other assets

2,864

(9,073)
Accounts payable

(5,741)

(2,004)
Deferred rent

—

(2,498)
Accrued compensation

(10,117)

(1,083)
Accrued expenses, other current liabilities and other liabilities

(4,688)

(1,685)
Lease liabilities

(5,517)

—
Deferred revenue

1,461

(284)
Cash provided by operating activities

1,142

9,518

Investing activities:

Capital expenditures

(2,369)

(907)
Capitalization of internal-use software

(3,553)

(1,335)
Cash from acquired business, net

—

5,200
Cash (used in) provided by investing activities

(5,922)

2,958

Financing activities:

Proceeds from issuance of common stock

—

35,000
Proceeds from exercise of stock options

358

142
Deferred reverse recapitalization costs

(585)

—
Cash (used in) provided by financing activities

(227)

35,142
Effect of currency translation on cash and cash equivalents

(186)

(534)
Net (decrease) increase in cash, cash equivalents and restricted cash

(5,193)

47,084
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

$
74,540

$
153,210

Three Months Ended March 31,
2023 2022
Operating activities:
Net loss $ (36,261) $ (44,566)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization 8,405 8,481
Unrealized (gain) loss on foreign currency (958) 142
Stock based compensation 1,122 3,940
Change in fair value of warrants 593 3,416
Change in fair value of derivative liability 1,005 1,575
Amortization of debt discount and deferred issuance costs 1,345 1,154
Deferred income tax (21) 507
Provision for doubtful accounts 223 574
Unrealized gain on investment — (1,260)
Gain on disposition of assets (175) —
Non-cash lease expense 5,034 4,690
Changes in operating assets and liabilities:
Accounts receivable 43,837 44,227
Prepaid expenses and other current assets and prepaid expenses and other assets 1,979 2,864
Accounts payable (95) (5,741)
Accrued compensation (12,772) (10,117)
Accrued expenses, other current liabilities and other liabilities (5,183) (4,688)
Lease liabilities (5,862) (5,517)
Deferred revenue (2,395) 1,461
Cash (used in) provided by operating activities (179) 1,142
Investing activities:
Capital expenditures (402) (2,369)
Capitalization of internal-use software (3,974) (3,553)
Proceeds from sale of asset 175 —
Cash used in investing activities (4,201) (5,922)
Financing activities:
Proceeds from exercise of stock options 29 358
Payment for shares withheld for employee taxes (193) —
Payment on Revolving Credit Facility (1,317) —
Deferred reverse recapitalization costs — (585)
Cash used in financing activities (1,481) (227)
Effect of currency translation on cash and cash equivalents 34 (186)
Net decrease in cash and cash equivalents (5,827) (5,193)
Cash and cash equivalents at beginning of period 55,774 79,733
Cash and cash equivalents at end of period $ 49,947 $ 74,540

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BUZZFEED, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (Tabular amounts in thousands, except per share amounts)

1. Description of the Business

BuzzFeed, Inc. (referred to herein, collectively with its subsidiaries, as “BuzzFeed” or the “Company”) is a ~~global~~premier digital media company ~~with social, content-driven publishing technology.~~for the most diverse, most online, and most socially connected generations the world has ever seen. Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future. The Company’s portfolio of iconic, globally-loved brands includes BuzzFeed, ~~provides breaking news, original reporting, entertainment,~~HuffPost, Tasty, Complex Networks, and ~~video across its owned and operated brands and the social web to its global audience.~~First We Feast. BuzzFeed derives its revenue primarily from advertising, content, ~~advertising~~ and commerce and other sold to leading brands. The Company has 1one reportable segment.

On December 3, 2021, we consummated a business combination (the ~~“Closing Date”~~“Business Combination”)~~, the Company consummated the previously announced business combinations in connection~~ with ~~(i) that certain Agreement and Plan of Merger, dated June 24, 2021 (as amended, the “Merger Agreement”), by and among~~ 890 5th Avenue Partners, Inc.~~, a Delaware corporation~~ (“890”), ~~Bolt Merger Sub I, Inc., a Delaware corporation and a direct,~~certain wholly-owned ~~subsidiary~~subsidiaries of 890, ~~(“Merger Sub I”), Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of 890 (“Merger Sub II”),~~ and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”), pursuant to which (a) Merger Sub I merged with and into Legacy BuzzFeed (the “First Merger”), with Legacy BuzzFeed surviving the First Merger as a wholly-owned subsidiary of 890 and (b) immediately following the First Merger, Legacy BuzzFeed merged with and into Merger Sub II (the “Second Merger” and, together. In connection with the First Merger, the “Two-Step Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of 890; and (ii) the Membership Interest Purchase Agreement, dated as of March 27, 2021 (as amended, the “C Acquisition Purchase Agreement”), by and among Legacy BuzzFeed, CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc., pursuant to which the surviving entityBusiness Combination, we acquired 100% of the membership interests of CM Partners, LLC. CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” ~~The Two-Step Merger and~~Following the other transactions contemplated by the Merger Agreement, including the acquisition by the surviving entity of Complex Networks, are hereinafter referred to as the “Business Combination.” In connection with the consummationclosing of the Business Combination, 890 was renamed “BuzzFeed, Inc.”

~~Liquidity~~

As of and for the three months ended March 31, 2022, the Company had cash and cash equivalents of $74.5 million and positive operating cash inflows. However, the Company has a history of losses, and had an accumulated deficit of $367.0 million as of March 31, 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.

~~The Business Combination~~

On the Closing Date: (i) each issued and outstanding share of Class A common stock, par value $0.0001 per share (the “890 Class A common stock”), and Class F common stock, par value $0.0001 per share (the “890 Class F common stock”), of 890 became one share of BuzzFeed Class A common stock, par value $0.0001 per share (the “BuzzFeed Class A common stock”); (ii) each issued and outstanding whole warrant to purchase shares of 890 Class A common stock became a warrant to acquire one share of BuzzFeed Class A common stock at an exercise price of $11.50 per share (each a “BuzzFeed warrant”); and (iii) each issued and outstanding unit of 890 that had not been previously separated into the underlying share of 890 Class A common stock and the underlying warrants of 890 upon the request of the holder thereof was cancelled and entitled the holder thereof to one share of BuzzFeed Class A common stock and one-third of one BuzzFeed warrant.

In addition, on the Closing Date (i) each share of Legacy BuzzFeed Class A common stock and Legacy BuzzFeed preferred stock (other than Series F Preferred Stock and Series G Preferred Stock, any cancelled shares or dissenting shares) issued and outstanding was cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class A Common Stock; (ii) all of the shares of Series F Preferred Stock and Series G Preferred Stock issued and outstanding were cancelled and automatically converted into the right to receive 30,880,000 shares of BuzzFeed Class A Common Stock; (iii) each share of Class B Common Stock of Legacy BuzzFeed issued and outstanding (other than any cancelled shares or dissenting shares) was cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class B Common Stock; and (iv) each share of Class C Common Stock of Legacy BuzzFeed issued and outstanding was cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class C Common Stock, in each case in accordance with the applicable provisions of the Merger Agreement. As a result, shares of BuzzFeed capital stock no longer represent an ownership interest in Legacy BuzzFeed, but instead represent an ownership interest in BuzzFeed.

~~Table of Contents~~

~~upon assumptions that~~March 31, 2023, the Company ~~believes are reasonable to reflect the impact~~had $91.6 million of ~~this acquisition~~goodwill recorded 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 March 31,

2021
Revenue

$
92,662
Net loss

(18,443)

~~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) – Represents 8,625,234 shares of Legacy BuzzFeed common stock issued at a value of $2.79 per share. The fair value per share was determined using Level 3 inputs using a combination of a market approach based on guideline public companies and an income approach based on estimated discounted cash flows.

~~The following table summarizes the determination of the fair value of identifiable assets acquired and liabilities assumed from the HuffPost Acquisition.~~its condensed consolidated balance sheet. During the year ended December 31, ~~2021,~~2022, the Company ~~finalized~~recorded a $102.3 million non-cash goodwill impairment charge driven by a sustained decline in share price that pushed our market capitalization below the ~~fair~~carrying value of ~~assets acquired~~our stockholders’ equity. The Company concluded there were no new impairment triggering events as of 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 months ended March 31, ~~2021.~~

2023.

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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 March 31,

2022

2021
Advertising

$
48,668

$
38,649
Content

32,279

19,537
Commerce and other

10,611

14,462
Total

$
91,558

$
72,648


	Three Months Ended March 31,
		2023		2022
Advertising		$	34,248	$	48,668
Content		21,618		32,279
Commerce and other		11,287		10,611
Total		$	67,153	$	91,558

The following table presents the Company’s revenue disaggregated by geography:

Three Months Ended March 31,

2022

2021
Revenue:

United States

$
83,100

$
65,602
International

8,458

7,046
Total

$
91,558

$
72,648

Three Months Ended March 31,
2023 2022
Revenue:
United States $ 62,601 $ 83,100
International 4,552 8,458
Total $ 67,153 $ 91,558

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, but 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~~(performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). ~~In addition, we have~~The Company has determined ~~our~~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 ~~$6.8~~$8.1 million and ~~$13.3~~$12.1 million at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. These amounts relate to revenue recognized during the respective ~~year~~period that is expected to be invoiced and collected in ~~the next twelve months.~~

future periods.

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 ~~and $3.1~~$6.4 million and ~~$1.7~~$8.8 million at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

The amount of revenue recognized during the three months ended March 31, ~~2022~~2023 that was included in the deferred revenue balance as of December 31, ~~2021~~2022 was ~~$1.0~~$2.9 million.

Transaction Price Allocated to Remaining Performance Obligations

~~We have~~

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 ~~$3.0~~$1.3 million at March 31, ~~2022~~2023 and is expected to be recognized over the next ~~three~~two years. This amount does not include: (i) contracts with an original expected duration of one year or less, such as advertising ~~contracts,~~contracts; (ii) variable consideration in the form of sales-based ~~royalties, and~~royalties; or (iii) variable consideration allocated entirely to wholly unperformed performance obligations.

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For each contract, 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.

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5. Fair Value Measurements

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are summarized below:

March 31, 2022

Level 1

Level 2

Level 3

Total
Assets:







Cash equivalents:

Money market funds

$
—

$
—

$
—

$
—
Total

$
—

$
—

$
—

$
—
Liabilities:








Derivative liability

$
—

$
—

$
6,450

$
6,450
Other non-current liabilities:








Public Warrants

8,107

—

—

8,107
Private Warrants

—

247

—

247
Total

$
8,107

$
247

$
6,450

$
14,804

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


	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	25,017	$	—	$	—	$	25,017
Total	$	25,017	$	—	$	—	$	25,017
Liabilities:
Derivative liability	$	—	$	—	$	1,185	$	1,185
Other non-current liabilities:
Public Warrants	978		—		—		978
Private Warrants	—		10		—		10
Total	$	978	$	10	$	1,185	$	2,173


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	1,154	$	—	$	—	$	1,154
Total	$	1,154	$	—	$	—	$	1,154
Liabilities:
Derivative liability	$	—	$	—	$	180	$	180
Other non-current liabilities:
Public Warrants	384		—		—		384
Private Warrants	—		11		—		11
Total	$	384	$	11	$	180	$	575

The Company’s investments in money market funds are measured at amortized cost, which approximates fair value.

The Company’s warrant liability as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022 includes public and private warrants that were originally issued by 890, but which were assumed by the Company as part of the ~~Closing~~closing of the Business Combination (the “Public Warrants” and “Private ~~Warrants”~~Warrants,” respectively), ~~respectively, or together, the “Public and Private Warrants”). The Public and Private Warrants~~which 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 ~~$0.85~~$0.10 and ~~$0.50~~$0.04 as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

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As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, 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

~~Table of Contents~~

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:

March 31,

December 31,


2022

2021

Term (in years)

4.7

4.9

Risk-free rate

2.42
%
1.25
%
Volatility

35.4
%
31.5
%


	March 31, 2023		December 31, 2022
Term (in years)	3.7		3.9
Risk-free rate	3.74	%	4.11	%
Volatility	94.1	%	76.6	%

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

1,575
Balance as of March 31, 2022

$
6,450


	Derivative Liability
Balance as of December 31, 2022	$	180
Change in fair value of derivative liability	1,005
Balance as of March 31, 2023	$	1,185

There were 0no transfers between fair value measurement levels during the three months ended March 31, ~~2022.~~

2023.

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 March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, 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~~Prepaid and other assets on the condensed consolidated balance sheets, was $3.6 million ~~and $2.3 million~~ as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The Company concluded that the fair value of the investment increased $1.3 million during the three months ended March 31, 2022 as the result of observable price changes in orderly transactions for a similar investment in the same issuer.

6. Property and Equipment, net

Property and equipment, net consisted of the following:

March 31, 2022

December 31, 2021
Leasehold improvements

$
49,692

$
47,573
Furniture and fixtures

6,160

6,029
Computer equipment

5,343

5,134
Video equipment

648

648
Total

61,843

59,384
Less: Accumulated depreciation

(38,778)

(36,332)
Net Carrying Value

$
23,065

$
23,052


	March 31, 2023		December 31, 2022
Leasehold improvements	$	50,711	$	50,688
Furniture and fixtures	6,158		6,069
Computer equipment	5,898		5,629
Video equipment	792		792
Total	63,559		63,178
Less: Accumulated depreciation	(47,113)		(45,404)
Net Carrying Value	$	16,446	$	17,774

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Depreciation totaled ~~$2.5~~$1.7 million and ~~$1.9~~$2.5 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, included in Depreciation and amortization expense.

~~Table of Contents~~

7. Capitalized Software Costs, net

Capitalized software costs, net consisted of the following:

March 31,2022

December 31,2021
Website and internal-use software

$
85,461

$
81,908
Less: Accumulated amortization

(67,559)

(65,354)
Net Carrying Value

$
17,902

$
16,554

~~During~~


	March 31, 2023		December 31, 2022
Website and internal-use software	$	79,845	$	75,871
Less: Accumulated amortization	(59,497)		(56,612)
Net Carrying Value	$	20,348	$	19,259

The Company capitalized $4.0 million and $3.6 million for the three months ended March 31, ~~2022~~2023 and ~~2021, the Company capitalized $3.6 million and $1.3 million,~~2022, respectively, included in Capitalized software ~~costs~~costs. The Company amortized $2.9 million and ~~amortized~~ $2.2 million for the three months ended March 31, 2023 and ~~$3.0 million,~~2022, respectively, included in Depreciation and amortization expense.

8. Intangible Assets, net

The following table presents the detail of intangible assets for the periods presented and the weighted average remaining useful lives:

March 31, 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

$
2,628

$
7,972

3

$
10,600

$
1,745

$
8,855
Trademarks and Trade Names

15

111,000

3,206

107,794

15

111,000

1,356

109,644
Trademarks and Trade Names

Indefinite

1,368

—

1,368

Indefinite

1,368

—

1,368
Customer Relationships

4

17,000

1,417

15,583

4

17,000

354

16,646
Total

$
139,968

$
7,251

$
132,717

$
139,968

$
3,455

$
136,513

~~Amortization expense associated with~~


	March 31, 2023							December 31, 2022
	Weighted- Average Remaining Useful Lives (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted- Average Remaining Useful Lives (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Acquired Technology	1	$	10,600	$	6,163	$	4,437	2	$	10,600	$	5,279	$	5,321
Trademarks and Trade Names	14	111,000		10,606		100,394		14	111,000		8,756		102,244
Trademarks and Trade Names	Indefinite	1,368		—		1,368		Indefinite	1,368		—		1,368
Customer Relationships	3	17,000		5,667		11,333		3	17,000		4,604		12,396
Total		$	139,968	$	22,436	$	117,532		$	139,968	$	18,639	$	121,329

With respect to intangible assets, the Company amortized $3.8 million and $3.8 million for the three months ended March 31, ~~2022~~2023 and ~~2021 was $3.8million and $0.3 million,~~2022, respectively, included in Depreciation and amortization expense.

Estimated future amortization expense as of March 31, ~~2022~~2023 is as follows (in thousands):

Remainder of 2022

$
11,387
2023

15,183
2024

13,438
2025

11,296
2026

7,400
Thereafter

72,645
Total

$
131,349


Remainder of 2023	$	11,388
2024	13,438
2025	11,296
2026	7,400
2027	7,400
Thereafter	65,242
Total	$	116,164

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~~(i.e., the Revolving Credit ~~Facility”)~~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

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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

~~Table of Contents~~

~~dividends, hold unpermitted investments, or make material changes to the business. The Company was in compliance with the financial covenant as of March 31, 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.

The Revolving Credit Facility was further amended and restated on December 15, 2022 to, among other things, extend the maturity date until December 30, 2025, replace the London Inter-Bank Offered Rate (LIBOR) rate with the Secured Overnight Financing Rate (“SOFR”) rate, and provide for an early termination fee of between 0.5% and 2% of the maximum facility loan amount. The Company incurred $0.2 million of debt issuance fees associated with the December 15, 2022 amendment. On May 10, 2023, the parties to the Revolving Credit Facility entered into a joinder agreement adding one of the Company’s Canadian subsidiaries as a borrower under the Revolving Credit Facility, granting the lenders under the Revolving Credit Facility a lien on that subsidiary’s collateral, and including that subsidiary's receivables in the calculation of the borrowing base under the Revolving Credit Facility.

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 limit, under prescribed circumstances, 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 covenants under such facility as of March 31, 2023.

Borrowings under the Revolving Credit Facility bear interest at ~~LIBOR,~~the SOFR rate, subject to a floor rate of 0.75%, plus a margin of 3.75% to 4.25%, depending on the level of the Company’s utilization of the facility ~~(4.50%~~(8.49% at March 31, ~~2022)~~2023), 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 ~~$28.5~~$32.2 million and $33.5 million at March 31, 2023 and December 31, 2022, respectively. The Company had outstanding letters of credit of $15.5 million under the Revolving Credit Facility at March 31, ~~2022~~2023 and December 31, ~~2021. The~~2022, and the total unused borrowing capacity was ~~$6.0~~$2.3 million and ~~$5.4~~$1.0 million as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had $0.3 million and $0.4 million, respectively, of costs in connection with the issuance of debt included in ~~prepaid~~Prepaid and other assets in the condensed consolidated balance sheet.

Convertible Notes

In June 2021, in connection with the entry into the merger agreement pursuant to which Business Combination was consummated, the Company entered into subscription agreements with certain ~~purchasers~~investors to sell $150.0 million aggregate principal amount of unsecured convertible notes due ~~2026.~~2026 (i.e., the Notes). In connection with closing of the the Business Combination, the Company ~~completed~~issued, and those investors purchased, the ~~Convertible Note Financing of $150.0 million of unsecured convertible notes.~~Notes. The Notes bear interest at a rate of 8.50% per annum, payable ~~semi-annually. The Notes~~semi-annually, are convertible into approximately 12,000,000 shares of our Class A common stock or(or, at the Company’s election, a combination of cash and our Class A common ~~stock, at the Company’s election,~~stock), 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 December 3, 2024 (i.e., after the third anniversary of the issuance of the ~~Notes,~~Notes), subject to a holder’s prior right to convert and the satisfaction of certain other conditions, if the volume-weighted average trading price of ~~the BuzzFeed~~our 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.~~days, which has yet to occur. 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 (i.e., between December 3, 2022 and December 3, 2024), 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 in cash 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.~~converted. 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.

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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 on which the Business Combination was consummated, 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.

~~Table of Contents~~

Interest expense on the Notes is recognized at an effective interest rate of 15% and totaled $4.5 million and $4.3 million for the three months ended March 31, 2023 and 2022, respectively, of which amortization of the debt discount and issuance costs comprised $1.4 million and $1.2 ~~million.~~

million for the three months ended March 31, 2023 and 2022, respectively.

The net carrying amount of the Notes as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022 was:

March 31, 2022

December 31, 2021
Principal outstanding

$
150,000

$
150,000
Unamortized debt discount and issuance costs

(35,473)

(36,627)
Net carrying value

$
114,527

$
113,373


	March 31, 2023		December 31, 2022
Principal outstanding	$	150,000	$	150,000
Unamortized debt discount and issuance costs	(29,907)		(31,252)
Net carrying value	$	120,093	$	118,748

The fair value of the Notes was approximately ~~$127.5~~$98.1 million and ~~$126.0~~$99.8 million as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The fair value of the Notes was estimated using Level 3 inputs.

10.Redeemable Noncontrolling Interest

The redeemable noncontrolling interest ~~represents the~~represented BuzzFeed Japan, which was held by Yahoo Japan. On May 17, 2022, Yahoo Japan transferred its interests in BuzzFeed Japan ~~held by Yahoo Japan, which is puttable~~ to other third parties. The agreements with the third parties do not contain any put rights. As such, on May 17, 2022, the Company ~~in certain conditions, none of which were met at March 31, 2022, including material breach of~~reclassified the ~~Joint Venture Agreement with Yahoo Japan (“JVA”) by the Company or the bankruptcy or liquidation of the Company. The~~former redeemable noncontrolling interest to nonredeemable noncontrolling interest that is presented ~~outside of the~~within Stockholders’ equity permanent equity on the Company’s condensed consolidated balance ~~sheets as the put right is outside of the Company’s control. Pursuant~~sheet, with no adjustment 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%.

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

2023 2022
Balance as of January 1, $ — $ 2,294
Allocation of net income — 164
Balance as of March 31, $ — $ 2,458

11.Stockholders’ Equity

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

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Class A common stock is entitled to 1one vote and each share of Class B common stock is entitled to 50fifty votes. Class C common stock is ~~0n-voting.~~

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~~Board of ~~directors~~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 0no issued and outstanding shares of preferred stock as of March 31, ~~2022~~2023 or December 31, ~~2021.~~

2022.

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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

593

4.33

Exercised

(308)

1.02

Forfeited

(83)

6.48

Expired

(407)

7.38

Balance as of March 31, 2022

4,355

6.29

4.03

1,766
Expected to vest at March 31, 2022

4,355

6.29

4.03

1,766
Exercisable at March 31, 2022

3,274

6.18

2.38

1,261


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Term	Aggregate Intrinsic Value
Balance as of December 31, 2022	3,976	$	6.20	3.80	$	—
Granted	—	—		—	—
Exercised	(34)	0.86		—	—
Forfeited	(52)	4.97		—	—
Expired	(95)	4.06		—	—
Balance as of March 31, 2023	3,795	$	6.31	3.53	$	6
Expected to vest at March 31, 2023	3,795	$	6.31	3.53	$	6
Exercisable at March 31, 2023	3,216	$	6.47	2.59	$	6

As of March 31, ~~2022,~~2023, the total share-based compensation costs not yet recognized related to unvested stock options was ~~$3.0~~$1.4 million, which is expected to be recognized over the weighted-average remaining requisite service period of ~~1.5~~1.2 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

4,438

4.33
Vested

(167)

5.73
Forfeited

(32)

6.32
Outstanding as of March 31, 2022

9,474

$
6.82


	Shares	Weighted Average Grant- Date Fair Value
Outstanding as of December 31, 2022	7,495	$	3.59
Granted	—	—
Vested	(360)	4.65
Forfeited	(531)	5.03
Outstanding as of March 31, 2023	6,604	$	3.41

As of March 31, ~~2022,~~2023, there ~~was~~were approximately ~~$23.3~~$12.2 million of unrecognized compensation costs related to RSUs. ~~Included in the above are 2.5 million RSUs that vest based on service and upon the occurrence~~

Table of a sale transaction (“Acquisition”) or the completion of an initial public offering (“Liquidity 1 RSUs”). The Two-Step Merger did not result in the satisfaction of this liquidity condition as it does not meet the definition of an Acquisition per the award agreements. Unrecognized compensation costs related to these RSUs totaled $21.2 million at March 31, 2022.

On May 12, 2022, the Board of Directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting them to vest (based on service). Refer to Note 20 of our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information with respect to the Liquidity 1 RSUs and the waiver.

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Stock-Based Compensation Expense

The following table summarizes stock-based compensation cost included in the condensed consolidated statements of operations:

Three Months Ended March 31,

2022

2021
Cost of revenue, excluding depreciation and amortization

$
460

$
42
Sales and marketing

722

29
General and administrative

2,598

54
Research and development

160

13
Total

$
3,940

$
138


	Three Months Ended March 31,
		2023		2022
Cost of revenue, excluding depreciation and amortization		$	356	$	460
Sales and marketing		569		722
General and administrative		542		2,598
Research and development1		(345)		160
Total		$	1,122	$	3,940

(1) The negative stock-based compensation expense for the three months ended March 31, 2023 for Research and development was due to forfeitures.

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.

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12.Net Loss Per Share

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 any stock options, the vesting of ~~RSUs,~~any restricted stock units, the exercise of any warrants (including the Public Warrants and the Private Warrants), the conversion of any convertible debt (including the ~~Notes,~~Notes), and the conversion of any convertible preferred stock, in each case 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~~

For the three months ended March 31, ~~2021~~2023, net loss per share amounts were ~~allocated entirely to~~the same for Class A and Class B common stock because the holders of ~~Class A, Class B, and Class C common stock.~~each class are entitled to equal per share dividends. For the three months ended March 31, 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 March 31,

2022

2021
Numerator:

Net loss

$
(44,566)

$
(11,325)
Net income attributable to the redeemable noncontrolling interest

164

60
Net income (loss) attributable to noncontrolling interests

164

(18)
Net loss attributable to holders of Class A, Class B, and Class C common stock

$
(44,894)

$
(11,367)
Denominator:

Weighted average common shares outstanding, basic and diluted

136,425

15,188
Net loss per common share, basic and diluted

$
(0.33)

$
(0.75)


	Three Months Ended March 31,
		2023		2022
Numerator:
Net loss		$	(36,261)	$	(44,566)
Net income attributable to the redeemable noncontrolling interest		—		164
Net (loss) income attributable to noncontrolling interests		(260)		164
Net loss attributable to holders of Class A, Class B, and Class C common stock		(36,001)		(44,894)
Denominator:
Weighted average common shares outstanding, basic and diluted		140,704		136,425
Net loss per common share, basic and diluted		$	(0.26)	$	(0.33)

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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 March 31,

2022

2021
Stock options

4,355

9,355
Restricted stock units

7,019

—
Warrants

9,876

—
Convertible notes

12,000

—
Convertible preferred stock

—

94,360


	Three Months Ended March 31,
		2023	2022
Stock options		3,795	4,355
Restricted stock units		6,604	7,019
Warrants		9,876	9,876
Convertible notes		12,000	12,000

Additionally, the calculation of diluted loss per share excluded 2.5 million ~~and 5.3 million~~ RSUs atfor the three months ended March 31, 2022, ~~and 2021, respectively,~~ for which the related liquidity condition had not been met.

13.Income Taxes

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 March 31,

2022

2021

Income tax provision (benefit)

$
350

$
(4,816)

Effective tax rate

(0.8)
%

29.8
%


	Three Months Ended March 31,
		2023			2022
Income tax provision		$	147		$	350
Effective tax rate		(0.4)		%	(0.8)		%

For the three months ended March 31, 2023 and 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 March 31, 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

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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,~~U.S., the United Kingdom, Japan, and Canada.

14. Leases

~~14.~~~~Restructuring Costs~~

On March 22, 2022, in connection with the acquisition of Complex Networks, the Company approved certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands. The Company incurred approximately $1.8 million of restructuring costs, comprised mainly of severance and related benefit costs, of which $1.3 million were included in cost of revenue, excluding depreciation and amortization, $0.2 million were included in sales and marketing, and $0.3 million were included in general and administrative. As of March 31, 2022, the $1.8 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 second quarter of 2022.

Additionally, on March 22, 2022, as part of a strategic repositioning of BuzzFeed News, the Company shared with NewsGuild, the representative of the BuzzFeed News bargaining unit, a voluntary buyout proposal covering certain desks. That proposal 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 have 45 days from May 6, 2022, to indicate whether they will accept the Company’s voluntary buyout proposal.

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.

~~15.~~~~Leases~~

The Company leases office space under non-cancelable operating leases with various expiration dates through 2029. The Company accounts for leases under Accounting Standards Update 2016-02, Leases (Topic 842) (“ASC ~~842~~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. On July 8, 2022, the Company entered into a sublease with Monday.com with respect to substantially all of the Company's existing corporate headquarters. The sublease commenced on August 26, 2022 and expires on May 30, 2026, unless terminated sooner in accordance with the provisions of the sublease. Pursuant to the terms of the sublease, Monday.com will pay a fixed monthly rent of $0.8 million, subject to periodic increases. In-lieu of a cash security deposit, the Company received a letter of credit from Citibank for approximately $4.5 million.

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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 months ended March 31, 2023 and 2022:

March 31, 2022
Operating lease cost

$
7,727
Sublease income

(1,829)
Total lease cost

$
5,898


	Three Months Ended March 31,
		2023		2022
Operating lease cost		$	7,447	$	7,727
Sublease income		(3,958)		(1,829)
Total lease cost		$	3,489	$	5,898

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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:

March 31, 2022
Assets


Right-of-use assets

$
73,103

73,103
Liabilities


Current lease liabilities

24,258
Noncurrent lease liabilities

66,174
Total lease liabilities

$
90,432


	March 31, 2023		December 31, 2022
Assets
Right-of-use assets	$	61,615	$	66,581

Liabilities
Current lease liabilities	22,667		23,398
Noncurrent lease liabilities	54,269		59,315
Total lease liabilities	$	76,936	$	82,713

Other information related to leases was as follows:


	Three Months Ended March 31, 2023	Three Months Ended March 31, 2022
Supplemental cash flow information:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating lease liabilities	8,459	8,419


	March 31, 2023		December 31, 2022
Weighted average remaining lease term (years)	3.23		3.40
Weighted average discount rate	13.79	%	13.76	%

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March 31, 2022
Supplemental cash flow information:


Cash paid for amounts included in measurement of lease liabilities:


Operating cash flows for operating lease liabilities

$
8,419


	~~March 31, 2022~~
~~Weighted average remaining lease term (years)~~	~~3.72~~
~~Weighted average discount rate~~	~~13.00~~	%

Maturities of lease liabilities as of March 31, ~~2022~~2023 were as follows:

Year

Operating Leases
Remainder of 2022

$
25,769
2023

32,174
2024

23,859
2025

21,123
2026

8,415
Thereafter

2,574
Total lease payments

113,914
Less: imputed interest

(23,482)
Total

$
90,432


Year	Operating Leases
Remainder of 2023	$	24,386
2024	28,220
2025	25,616
2026	13,044
2027	2,706
Thereafter	1,331
Total lease payments	95,303
Less: imputed interest	(18,367)
Total	$	76,936

Sublease receipts to be received in the future under noncancelable subleases as of March 31, ~~2022~~2023 were as follows:

Year

Amount
Remainder of 2022

$
5,505
2023

7,204
2024

7,048
2025

7,048
2026

2,763
Thereafter

178
Total

$
29,746


Year	Amount
Remainder of 2023	$	11,737
2024	15,538
2025	15,538
2026	4,886
2027	178
Thereafter	—
Total	$	47,877

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~~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

~~16.~~15. Commitments and Contingencies

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~~such company’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 March 31, ~~2022,~~2023, the maximum amount of the guarantee was ~~$2.3~~$0.7 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.

Two mass arbitrations (the “Arbitrations”) were initiated before the American Arbitration Association on March 15, 2022 against the Company and certain of its executive officers and directors (together, the “BuzzFeed Defendants”) and Continental Stock Transfer Corporation by 91 individuals previously employed by Legacy BuzzFeed (the “Claimants”). The Claimants alleged that they were harmed when they were allegedly unable to convert their shares of Class B common stock to Class A common stock and sell those shares on December 6, 2021, the first day of trading following the Business Combination, and asserted claims for negligence, misrepresentation, breach of fiduciary duty, and violation of Section 11

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of the Securities Act. The Claimants sought to recover unspecified compensatory damages, an award of costs, and any further appropriate relief.

On January 17, 2023, the Claimants filed amended statements of claim in the Arbitrations against BuzzFeed Media Enterprises, Inc., a wholly-owned subsidiary of the Company, and Continental Stock Transfer & Trust Corporation, the transfer agent for 890 and later the Company. The amended statements of claim likewise allege that the Claimants were harmed when they were allegedly unable to convert their shares of Class B common stock to Class A common stock and sell those shares on the first day of trading following the Business Combination. The Claimants allege claims for breach of contract and the covenant of good faith and fair dealing, misrepresentation, and negligence, and seek to recover unspecified compensatory damages, an award of costs, and any further appropriate relief.

On March 29, 2023, BuzzFeed Media Enterprises, Inc., filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia, the Claimants’ purported causes of action arise from their rights as shareholders of the Company, are governed by the Company’s charter, including its forum selection provision, and are therefore not arbitrable. The complaint seeks declaratory and injunctive relief.

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, ~~we do~~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 months ended March 31, ~~2022~~2023 and ~~2021~~2022 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.

~~17.~~

16. Segment Information

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 1one operating segment, all required financial segment information can be found in the condensed consolidated financial statements.

~~18.~~

17. Related Party Transactions

The Company recognized revenue from NBCUniversal Media, LLC (“NBCU”) of $0.5 million and ~~$0.1~~$0.5 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The Company recognized expenses under contractual obligations from NBCU of ~~$0.2 million~~$nil and $0.2 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The Company had outstanding receivable balances of ~~$0.6~~$1.0 million and ~~$1.2~~$2.2 million from NBCU as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The

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Company had an outstanding payable ~~balances~~balance of ~~$0.5 million and $0.3~~$0.2 million to NBCU as of March 31, ~~2022 and~~2023 (none as of December 31, ~~2021, respectively.~~

~~19. Supplemental Disclosures~~

~~Film Costs~~

~~Film costs, which were included~~2022).

On March 15, 2023, Verizon Ventures LLC (“Verizon”) converted all 6,478,031 shares of Class C common stock into Class A common stock, resulting in ~~prepaid~~Verizon and ~~other assets on~~its affiliates holding more than 5% of our Class A common stock. Verizon is the ~~condensed consolidated balance sheets, were~~landlord for the Company’s corporate headquarters (assumed from the acquisition of Complex Networks), and we transact with Verizon in the normal course of business, such as ~~follows:~~

March 31, 2022

December 31, 2021
Individual Monetization:




Feature films in production

$
4,513

$
3,690
Total

$
4,513

$
3,690

~~NaN amortization~~with agency advertising deals and for certain utilities. The Company recognized revenue from Verizon of ~~film costs was recorded during~~$0.1 million for the three months ended March 31, 2023 (none

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for the three months ended March 31, 2022). The Company recognized expenses under contractual obligations from Verizon of $1.5 million for the three months ended March 31, 2023 and 2022. The Company had no outstanding receivables or payables from or to Verizon as of March 31, 2023 or December 31, 2022.

18. Supplemental Disclosures

Film Costs

The Company had no material capitalized film costs as of March 31, 2023 or December 31, 2022 and had no material amortization of film costs for the three months ended March 31, 2023 or ~~2021.~~

2022.

Governmental Assistance

Production tax incentives reduced capitalized film costs by $1.5 million as of December 31, 2022 (none as of March 31, 2023). The Company had receivables related to our production tax credits of $3.0 million as of March 31, 2023 and December 31, 2022, included in Prepaid and other current assets in our condensed consolidated balance sheet.

Supplemental Cash Flow Disclosures

Three Months Ended March 31,


2022

2021
Cash paid for income taxes, net

$
218

$
816
Cash paid for interest

331

173
Non-cash investing and financing activities:




Accounts payable and accrued expenses related to property and equipment

402

384
Issuance of common stock for HuffPost Acquisition

—

24,064

~~20.~~

Three Months Ended March 31,
2023 2022
Cash paid for income taxes, net $ 98 $ 218
Cash paid for interest 970 331
Non-cash investing and financing activities:
Accounts payable and accrued expenses related to property and equipment 20 402

19. Subsequent Events

On ~~May 6, 2022, the BuzzFeed News Union ratified a collective bargaining agreement with the Company. Also on May 6, 2022,~~April 20, 2023, the Company ~~presented BuzzFeed News employees with~~announced plans to reduce expenses by implementing an approximately 15% reduction in the ~~final negotiated voluntary buyout proposal. Employees have 45 days from May 6, 2022 , to indicate whether they will accept the Company’s voluntary buyout proposal.~~current workforce. The ~~amount~~reduction in workforce plan is part of ~~expense~~a broader strategic reprioritization across the Company ~~will recognize will depend on the number~~in order to accelerate revenue growth and improve upon profitability and cash flow. The Company expects to incur between $7 million to $11 million of ~~employees who accept the voluntary buyout proposal, as well as their respective salaries~~restructuring charges, comprised mainly of severance and ~~years of service. Refer to Note 14 of our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information with respect to our~~related benefit costs. The restructuring ~~activities.~~

~~On May 12, 2022, the Board of Directors waived the liquidity condition~~actions associated with this charge are expected to be substantially complete and paid by June 30, 2023, with any remaining cash expenditures to be paid by the ~~Liquidity 1 RSUs, permitting~~end of the RSUs to vest (based on service). This waiver represented a modification under ASC 718, and as the Liquidity 1 RSUs were not considered probable of vesting prior to the modification, the Company remeasured the Liquidity 1 RSUs based on our closing stock price on May 12, 2022. The Company recognized approximately $8.2 million of stock-based compensation associated with these RSUs in the secondthird quarter of 2022. There were 2.4 million Liquidity 1 RSUs outstanding as of May 12, 2022, and 2.1 million were vested based on service (0.1 million of these RSUs belong to our Named Executive Officers). Refer to Note 11 of our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information with respect to the Liquidity 1 RSUs.

2023.

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Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements of BuzzFeed and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections ~~titled~~entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in our other SEC filings. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Company Overview

BuzzFeed is a premier digital media company for the most diverse, most online, and most socially connected generations the world has ever seen. Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now — and ~~obsess over next.~~into the future. With a portfolio of iconic, globally-loved brands that includes BuzzFeed, ~~Tasty, BuzzFeed News,~~ HuffPost, ~~and~~Tasty, Complex Networks, ~~the Company reaches more than 100 million viewers monthly. And, across our combined network of brands,~~and First We Feast, we are the number one destination for Gen Z and Millennials amongst our competitive ~~set.~~

set, in terms of time spent, according to Comscore.

BuzzFeed’s mission is to spread truth, joy, and creativity. We are committed to making the Internet better: providing trusted, quality, brand-safe entertainment and news; making content on the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives.

BuzzFeed curates the Internet, and acts as an “inspiration engine,” driving both online and real-world action and transactions. Our strong audience signal and powerful content flywheel ~~enabled~~enable us to create category-leading brands and a deep, two-way connection with our audiences, as well as high-quality content at massive scale and low cost. Working across platforms allows us to adapt content from one platform and innovate around new formats to drive engagement on other platforms. This means we can reach our audiences wherever they are — across our owned and operated properties and the major social media platforms, including Facebook, YouTube, Instagram, TikTok, Snapchat, Twitter, ~~Instagram, Snapchat, YouTube~~ and ~~TikTok.~~Apple News. In ~~2021,~~2022, our audiences consumed ~~nearly 800~~more than 620(1) million hours of content ~~which~~and drove ~~approximately $600~~over $500 million in attributable transactions.

~~As the digital media landscape has evolved, so has our business model.~~

Our strength has always been to adapt asour business model to the ~~world changes.~~evolution of the digital landscape. Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared. This pioneering work was followed by a period of significant growth, during which BuzzFeed became a household name. Over the last few years, we have prioritized investments to focus on revenue diversification and profitability. Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams.

~~Above all, BuzzFeed’s mission is~~

(1)Includes Facebook. Effective January 1, 2023, we exclude Facebook from our measure of Time Spent. Refer to ~~spread truth, joy and creativity. We are committed to making~~ the ~~Internet better: providing trusted, quality, brand-safe entertainment and news; making content~~“Executive Overview” section below for additional details. Time spent on ~~the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives.~~

Facebook, as reported by Facebook, was approximately 184 million hours in 2022.

The ~~HuffPost Acquisition and Verizon Investment~~

Business Combination

On ~~February 16,~~December 3, 2021, we ~~completed the acquisition of TheHuffingtonPost.com, Inc. (“HuffPost”) (excluding HuffPost’s~~consummated a business ~~in Brazil and India)~~combination (the ~~“HuffPost Acquisition”~~“Business Combination”), a publisher of online news and media content, from entities controlled by Verizon Communications Inc. (“Verizon”). We 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 BuzzFeed by an affiliate of Verizon, which was accounted for as a separate transaction. The share amounts presented in the preceding sentence give effect to the Reverse Recapitalization.

~~The Business Combination~~

~~On June 24, 2021, we entered into the Merger Agreement~~ by and among 890 ~~Merger Sub I, Merger Sub II,~~5th Avenue Partners, Inc. (“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed. 890 was a special purpose acquisition company formed to acquire one or more operating businesses through a business combination. The Merger Agreement provided for, among other things, the following transactions at the closing: Merger Sub I merged with and into Legacy BuzzFeed, with Legacy BuzzFeed as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of 890. Immediately following the Merger, Legacy BuzzFeed merged with and into Merger

~~Table of Contents~~

~~Sub II with Merger Sub II being the surviving company of the second merger.~~BuzzFeed”). In connection with the ~~business combination,~~Business Combination, we 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.” Following the closing of the Business Combination, 890 was renamed “BuzzFeed, Inc.”

Additionally, ~~on March 27, 2021, we~~pursuant to subscription agreements entered into in connection with the ~~C Acquisition Purchase Agreement~~entry into the merger agreement pursuant to acquire 100% of the outstanding membership interests of CM Partners, in exchange for $200.0 million of cash as adjusted for Closing Specified Liabilities (as defined in the C Acquisition Purchase Agreement) and 10,000,000 shares of BuzzFeed Class A common stock.

~~The Two-Step Merger, C Acquisition, and other transactions contemplated by the Merger Agreement are referred to as~~which the Business ~~Combination. The Business~~ Combination ~~closed on December 3, 2021. Upon~~was consummated, we issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 in connection with with the ~~consummation~~closing of the Business Combination ~~the new combined company was renamed BuzzFeed, Inc.~~

The Two-Step Merger was accounted for as a reverse capitalization in accordance with GAAP. Under the guidance in ASC 805, 890 was treated as the “acquired” company for financial reporting purposes. We were deemed the accounting predecessor of the combined business and will be the successor SEC registrant, meaning that our consolidated financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC.

Additionally, the Two-Step Merger satisfied a liquidity condition for 2.7 million RSUs and the Company recognized approximately $16.0 million of incremental stock-based compensation expense as a cumulative catch-up adjustment based on the number of RSUs outstanding and the requisite service completed at December 3, 2021 (“Liquidity 2 RSUs”(the “Notes”). There are a further 2.5 million restricted stock units with a liquidity condition that the Two-Step Merger did not satisfy (“Liquidity 1 RSUs”). There is $21.2 million of unrecognized compensation expense associated with the Liquidity 1 RSUs at March 31, 2022. On May 12, 2022, the Board of Directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting the RSUsRefer to ~~vest (based on service). The Company recognized approximately $8.2 million of stock-based compensation associated with these RSUs in the second quarter of 2022. See Notes 11 and 20~~Note 9 to the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

~~Additionally, pursuant to subscription agreements entered into in connection with the Merger Agreement, the Company issued, and certain investors purchased, $150.0 million aggregate principal~~

Table of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the Business Combination. Refer to Note 9 to the unaudited condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

~~Restructuring~~

On March 9, 2021, we announced a restructuring of HuffPost, including employee terminations, in order to efficiently integrate the HuffPost Acquisition and establish an efficient cost structure. We incurred approximately $3.6 million in severance costs related to the restructuring, of which $3.2 million were included in cost of revenue, $0.3 million were included in sales and marketing, and $0.1 million were included in research and development.

Contents

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the viral strain of COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 and the resulting economic contraction ~~has~~ resulted in increased business uncertainty and significantly impacted our business and results of operations.

~~Table~~ While the extent of ~~Contents~~

~~We believe that~~the impact has generally decreased, we continue to monitor the status, and respond to the effects of, the COVID-19 pandemic ~~drove~~and its impact on our business. Future developments regarding COVID-19 continue to be uncertain and difficult to predict. There can be no assurances that future impacts related to COVID-19, including new variants, or other global pandemics will not adversely impact our business, results of operations, financial condition and cash flows in future periods.

Effects of Inflation and Current Economic Conditions

Uncertainty surrounding macroeconomic factors in the United States (the “U.S.”) and globally characterized by inflationary pressure, rising interest rates, geopolitical issues or otherwise may result in a ~~shift in commerce from offline to online, including an increase in online shopping,~~recession, which could have a material adverse effect on our business. Further, we believe ~~contributed~~advertising and content budgets have been, and may continue to ~~the rapid growth we experienced in~~be, affected by macroeconomic factors, such as market uncertainty and rising interest rates, which has led to reduced spending from advertising and content customers. These macroeconomic factors have adversely impacted our ~~commerce~~advertising and content revenue ~~for fiscal 2020. However, the growth of our commerce revenue has decelerated during 2021 and continuing~~ in the first quarter of ~~2022 as shelter-in-place orders were lifted, consumers returned to shopping in stores,~~2023 and ~~retailers struggled with supply chain disruptions and labor shortages.~~

The continued duration and severity of the COVID-19 pandemic is uncertain, rapidly changing, and difficult to predict. The degree to which COVID-19-related disruptions impact the Company’s future resultswe expect these factors will depend on future developments, which are outside of the Company’s control, including, but not limited to, the duration of the pandemic, its severity, the success of actions taken to contain or prevent the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Our growth rate may continue to ~~be impacted by additional macroeconomic factors beyond~~adversely affect our ~~control, such as inflation, retail businesses reopening, increased consumer spending~~advertising and content revenue in fiscal year 2023. Please see Part I, Item 1A “Risk Factors” within our Annual Report on ~~travel and other discretionary items, and~~Form 10-K for the ~~absence of new U.S. and other government economic stimulus programs, among other things.~~

fiscal year ended December 31, 2022.

Executive Overview

The following table sets forth our operational highlights for the periods presented (in thousands):


	Three Months Ended March 31,
		2023		2022
GAAP
Total revenue		$	67,153	$	91,558
Loss from operations		$	(29,718)	$	(35,298)
Net loss		$	(36,261)	$	(44,566)
Non-GAAP
Adjusted EBITDA(1)		$	(20,191)	$	(16,764)
Non-Financial
Time Spent(2)		109,164		111,999

Three Months Ended March 31,


2022

2021

GAAP





Total revenue

$
91,558

$
72,648

Loss from operations

$
(35,298)

$
(16,523)

Net loss

$
(44,566)

$
(11,325)

Non-GAAP





Adjusted EBITDA⁽¹⁾

$
(16,764)

$
(4,259)

Non-Financial





Time Spent⁽²⁾

183,936

191,667

—% on owned and operated properties

36
%

36
%
—% on third-party platforms

64
%

64
%

(1)See “Reconciliation from Net loss to Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure in accordance with accounting principles generally accepted in the U.S (“GAAP”).

(2)We define Time Spent as the estimated total number of hours spent by users on our owned and operated U.S. properties, our content on Apple News, and our content on YouTube in the U.S., in each case, as reported by Comscore. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Facebook, Snapchat, and Twitter. There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry

~~(1)~~

~~See “~~

Table of Contents~~Reconciliation from Net income (loss) to Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure in accordance with accounting principles generally accepted in the United States (“GAAP”).~~

~~(2)~~

We define Time Spent as the estimated total number of hours spent by users on (i) our owned and operated U.S. properties, (ii) our content on Apple News, (iii) our content on YouTube in the U.S., as reported by Comscore, and (iv) our content on Facebook, as reported by Facebook. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we do not have advertising capabilities that materially contribute to our Advertising revenues, including TikTok, Instagram, Snapchat and Twitter. There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore and Facebook to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show, the volume of purchases made through our affiliate links, and the overall value of our offerings to our customers. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner or comparable to similarly titled measures presented by other companies. Time Spent for the quarter ended March 31, 2022 decreased by 4% driven by a decline in time spent by users on Facebook, partially offset by the HuffPost Acquisition and the C Acquisition. Excluding the impact of the HuffPost Acquisition and the C Acquisition, Time Spent declined consistent with broader industry trends.

methodology and is not necessarily defined in the same manner, or comparable to, similarly titled measures presented by other companies. Time Spent for the three months ended March 31, 2023 decreased by 3%. Effective January 1, 2023, we exclude time spent on Facebook from our measure of Time Spent, as our monetization strategy is increasingly focused on advertising on our owned and operated properties, and Facebook now contributes an immaterial amount of advertising revenue. Time Spent on Facebook, as reported by Facebook, was approximately 22 million hours and approximately 72 million hours for the three months ended March 31, 2023 and 2022, respectively, which is not included in Time Spent presented in the table above.

Content Performance Metrics

We use certain metrics to assess the operational and financial performance of our business. Effective January 1, 2023, we have introduced new metrics with respect to our branded content revenue, which represents the majority of our reported content revenue (branded content is further defined within “Components of Results of Operations” below). Specifically, we monitor the performance of our branded content advertisers through retention and average trailing twelve month revenue per branded content advertiser. Net branded content advertiser revenue retention is an indicator of our ability to retain the spend of our existing customers year-over-year, which we view as a reflection of the effectiveness of our services. In addition, we monitor the number of branded content advertisers and the net average branded content advertiser revenue, as defined below, as these metrics provide further details with respect to the majority of our reported content revenue and influence our business planning decisions. Our use of net branded content advertiser revenue retention, branded content advertisers, and net average branded content advertiser revenue have limitations as analytical tools, and investors should not consider them in isolation. Additionally, the aforementioned metrics do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. Pro forma amounts for acquisitions are calculated as if the acquisitions occurred on the first day of the applicable period.

The following table sets forth certain operating metrics for our branded content revenue for the three months ended March 31, 2023 and 2022 (on a trailing twelve month basis):


	Three Months Ended March 31,
		2023			2022
Net branded content advertiser revenue retention(1)		62		%	92		%
Branded content advertisers(2)		> 90			> 115
Net average branded content advertiser revenue(3)		$	1.0		$	1.1

(1)Net branded content advertiser revenue retention is calculated by dividing the branded content revenue for the trailing twelve month from the close of the current reporting period, from advertisers who were also advertisers at the close of the same period in the prior year (the “base period”), by the branded content revenue for the trailing twelve month from the close of the base period. This analysis only considers branded content advertisers who spent greater than $250,000 in the trailing twelve months from the close of the base period, and is pro forma for acquisitions. This metric also excludes revenues derived from joint ventures and from deals not included in the branded content definition below. In both periods presented, this represents the significant majority of branded content advertiser revenue. .

(2)Represents the actual number of branded content advertisers, excluding branded content advertisers that spent less than $250,000 during the trailing twelve months at the close of the current reporting period, and is pro forma for acquisitions. This does not mean an included advertiser spent $250,000 in any given quarter.

(3)Represents the net branded content revenue (dollars in millions) generated by branded content customers (as defined in footnote (2) above) during the trailing twelve months at the close of the current reporting period divided by the number of branded content advertisers during that period, and is pro forma for acquisitions. This does not mean an included advertiser spent $250,000 in any given quarter.

Table of Contents

Components of Results of Operations

Revenue: The majority of our revenue is generated through the following types of arrangements:

●

~~Advertising:~~ Consists of display, programmatic, and video advertising on our owned and operated sites and applications and social media platforms. The majority of our advertising revenue is monetized on a per-impression basis; however, we also generate revenue from advertising products that are not monetized on a per-impression basis (for example, page takeovers that are monetized on a per-day basis). Advertising revenue is recognized in the period that the related impression or non-impression based metric is delivered. Programmatic impressions on third-party platforms, including Facebook and YouTube, are controlled by the individual platforms, and the respective advertising revenue optimization strategies of these platforms have an impact on the number of programmatic impressions that these platforms serve. These optimization strategies change from time to time and have varying impacts on the numbers of programmatic impressions served. Additionally, there is a component of our advertising revenues derived from sources where we are unable to obtain impression data. We generate an immaterial portion of our advertising revenue on platforms excluded from our measurement of Time Spent.

●

~~Content:~~ Includes revenue generated from creating content, including promotional content, customer advertising and feature films. Content revenue is recognized when the content, or the related action (click or view), is delivered.

●

~~Commerce and other:~~ Includes affiliate marketplace revenue and licensing of intellectual property. We participate in multiple marketplace arrangements with third parties whereby we provide affiliate links which redirect the audience to purchase products and/or services from the third parties. When the participant purchases a product and/or service, we receive a commission fee for that sale from the third party. Affiliate marketplace revenue is recognized when a successful sale is made and the commission is earned.

•Advertising: Consists of display, programmatic, and video advertising on our owned and operated sites and applications and social media platforms. The majority of our advertising revenue is monetized on a per-impression basis; however, we also generate revenue from advertising products that are not monetized on a per-impression basis (for example, page takeovers that are monetized on a per-day basis). Advertising revenue is recognized in the period that the related impression or non-impression based metric is delivered. Programmatic impressions on third-party platforms, such as YouTube, are controlled by the individual platforms, and the respective advertising revenue optimization strategies of these platforms have an impact on the number of programmatic impressions that these platforms serve. These optimization strategies change from time to time and have varying impacts on the numbers of programmatic impressions served. Additionally, there is a component of our advertising revenue derived from sources where we are unable to obtain impression data. We generate an immaterial portion of our advertising revenue on platforms excluded from our measurement of Time Spent.

•Content: Includes revenue generated from creating content, including promotional content, and customer advertising (herein referred to as “branded content”). Additionally, includes revenue from feature films and content licensing. Content revenue is recognized when the content, or the related action (click or view), is delivered.

•Commerce and other: Includes affiliate marketplace revenue and licensing of intellectual property. We participate in multiple marketplace arrangements with third parties whereby we provide affiliate links which redirect the audience to purchase products and/or services from the third parties. When the participant purchases a product and/or service, we receive a commission fee for that sale from the third party. Affiliate marketplace revenue is recognized when a successful sale is made and the commission is earned. Additionally, we generate other revenues from the production of live and virtual events such as ComplexCon and ComplexLand. We recognize revenue related to such events in the period in which the event occurred, as and when the services are delivered.

Cost of revenue: Consists primarily of compensation-related expenses and costs incurred for the creation of editorial, promotional, and news content across all platforms, as well as amounts due to third-party websites and platforms to fulfill customers’ advertising campaigns. Web hosting and advertising serving platform costs are also included in cost of revenue.

Sales and marketing: Consists primarily of compensation-related expenses for sales employees. In addition, sales and marketing expenses include advertising costs and market research.

General and administrative: Consists of compensation-related expenses for corporate employees. Also, it consists of expenses for facilities, professional services fees, insurance costs, and other general overhead costs. We expect our general and administrative expenses to increase in absolute dollars due to the growth of our business and related infrastructure as well as legal, accounting, director and officer insurance premiums, investor relations and other costs associated with operating as a public company.

Research and development: Consists primarily of compensation-related expenses incurred for the development of, enhancements to, and maintenance of our website, technology platforms, data collection and infrastructure. Research and development expenses that do not meet the criteria for capitalization are expensed as incurred.

Depreciation and amortization: Represents depreciation of property and equipment and amortization of intangible assets and capitalized software costs.

Other income, net: Consists of foreign exchange gains and losses, gains and losses on investments, gains and losses on dispositions of subsidiaries, gains and losses on disposition of assets, and other miscellaneous income and expenses.

Interest expense, net: Consists of interest expense incurred on our borrowings, net of interest income on ~~highly liquid short-term investments.~~

interest bearing checking accounts.

Change in fair value of warrant liabilities: Reflects the changes in warrant liabilities which is primarily based on the market price of our Public Warrants listed on Nasdaq under the symbol “BZFDW.”

Refer to Note 5 to the condensed consolidated financial statements for additional details.

Table of Contents

Change in fair value of derivative liability: In December 2021, we issued $150.0 million aggregate principal amount of unsecured convertible notes due 2026 (i.e., the Notes) that contain redemption features which we determined were embedded derivatives to be recognized as liabilities and measured at fair value. At the end of each reporting period, changes in the estimated fair value during the period are recorded as a change in the fair value of derivative liability.

~~Table of Contents~~

Income tax ~~provision (benefit):~~provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.

Results of Operations:

Comparison of results for the three months ended March 31, ~~2022~~2023 and ~~2021~~

2022

The following tables set forth our condensed consolidated statement of operations data for each of the periods presented (in thousands):

Three Months Ended March 31,


2022

2021
Revenue

$
91,558

$
72,648
Costs and expenses

Cost of revenue, excluding depreciation and amortization

60,818

42,123
Sales and marketing

17,803

11,378
General and administrative

32,562

23,702
Research and development

7,192

6,699
Depreciation and amortization

8,481

5,269
Total costs and expenses

126,856

89,171
Loss from operations

(35,298)

(16,523)
Other income, net

862

660
Interest expense, net

(4,789)

(278)
Change in fair value of warrant liabilities

(3,416)

—
Change in fair value of derivative liability

(1,575)

—
Loss before income taxes

(44,216)

(16,141)
Income tax provision (benefit)

350

(4,816)
Net loss

(44,566)

(11,325)
Net income attributable to the redeemable noncontrolling interest

164

60
Net income (loss) attributable to noncontrolling interests

164

(18)
Net loss attributable to BuzzFeed, Inc.

(44,894)

(11,367)


	Three Months Ended March 31,
		2023		2022
Revenue		$	67,153	$	91,558
Costs and Expenses
Cost of revenue, excluding depreciation and amortization		47,344		60,818
Sales and marketing		15,301		17,803
General and administrative		22,002		32,562
Research and development		3,819		7,192
Depreciation and amortization		8,405		8,481

Total costs and expenses		96,871		126,856
Loss from operations		(29,718)		(35,298)
Other income, net		620		862
Interest expense, net		(5,418)		(4,789)
Change in fair value of warrant liabilities		(593)		(3,416)
Change in fair value of derivative liability		(1,005)		(1,575)
Loss before income taxes		(36,114)		(44,216)
Income tax provision		147		350
Net loss		(36,261)		(44,566)
Net income attributable to the redeemable noncontrolling interest		—		164
Net (loss) income attributable to noncontrolling interests		(260)		164
Net loss attributable to BuzzFeed, Inc.		$	(36,001)	$	(44,894)

Costs and expenses ~~include~~included in stock-based compensation expense are included in the condensed consolidated statements of operations as follows (in thousands):

Three Months Ended March 31,


2022

2021
Cost of revenue, excluding depreciation and amortization

$
460

$
42
Sales and marketing

722

29
General and administrative

2,598

54
Research and development

160

13
Total

$
3,940

$
138


	Three Months Ended March 31,
		2023		2022
Cost of revenue, excluding depreciation and amortization		$	356	$	460
Sales and marketing		569		722
General and administrative		542		2,598
Research and development(1)		(345)		160
Total		$	1,122	$	3,940

Table of Contents

(1)The negative stock-based compensation expense for the three months ended March 31, 2023 for Research and development was due to forfeitures.

The following table sets forth our condensed consolidated statement of operations data for each of the periods presented as a percentage of revenue(1):


	Three Months Ended March 31,
		2023		2022
Revenue		100	%	100	%
Costs and Expenses
Cost of revenue, excluding depreciation and amortization		71	%	66	%
Sales and marketing		23	%	19	%
General and administrative		33	%	36	%
Research and development		6	%	8	%
Depreciation and amortization		13	%	9	%

Total costs and expenses		144	%	139	%
Loss from operations		(44)	%	(39)	%
Other income, net		1	%	1	%
Interest expense, net		(8)	%	(5)	%
Change in fair value of warrant liabilities		(1)	%	(4)	%
Change in fair value of derivative liability		(1)	%	(2)	%
Loss before income taxes		(54)	%	(49)	%
Income tax provision		—	%	—	%
Net loss		(54)	%	(49)	%
Net income attributable to the redeemable noncontrolling interest		—	%	—	%
Net (loss) income attributable to noncontrolling interests		—	%	—	%
Net loss attributable to BuzzFeed, Inc.		(54)	%	(49)	%

Three Months Ended March 31,


2022

2021

Revenue

100
%
100
%
Costs and expenses

Cost of revenue, excluding depreciation and amortization

66
%
58
%
Sales and marketing

20
%
16
%
General and administrative

36
%
33
%
Research and development

8
%
9
%
Depreciation and amortization

9
%
7
%
Total costs and expenses

139
%
123
%
Loss from operations

(39)
%
(23)
%
Other income, net

1
%
1
%
Interest expense, net

(5)
%
—

Change in fair value of warrant liabilities

(4)
%
—

Change in fair value of derivative liability

(2)
%
—

Loss before income taxes

(49)
%
(22)
%
Income tax provision (benefit)

—
%
(6)
%
Net loss

(49)
%
(16)
%
Net income attributable to the redeemable noncontrolling interest

—

—

Net income (loss) attributable to noncontrolling interests

—

—

Net loss attributable to BuzzFeed, Inc.

(49)
%
(16)
%

(1)Percentages have been rounded for presentation purposes and may differ from unrounded results.

Revenue

~~Revenue~~

Total revenue was as follows (in thousands):

Three Months Ended March 31,



2022

2021

% Change

Advertising

$
48,668

$
38,649

26
%
Content

32,279

19,537

65
%
Commerce and other

10,611

14,462

(27)
%
Total revenue

$
91,558

$
72,648

26
%


	Three Months Ended March 31,					% Change
		2023			2022
Advertising			34,248			48,668		(30)	%
Content			21,618			32,279		(33)	%
Commerce and other			11,287			10,611		6	%
Total revenue			$	67,153		$	91,558	(27)	%

Advertising revenue ~~increased $10.0~~decreased by $14.4 million, or ~~26%~~30%, for the ~~quarter~~three months ended March 31, ~~2022~~2023 driven by an $8.3 million decline in advertising revenues derived from products that are not monetized on a per-impression basis. The remaining decline was driven by a ~~$10.9~~$6.1 million, or ~~39%~~18%, ~~increase~~decline in advertising revenue from products monetized on ~~our owned and operated properties, partially offset by~~ a ~~$0.9 million, or 8%, decrease in advertising on third-party platforms. The increase in advertising revenues on our owned and operated properties reflects the acquisition of Complex Networks,~~per-impression basis, which contributed $7.8 million of advertising revenue, and HuffPost, which closed on February 16, 2021 and contributed an incremental $2.2 million of advertising revenue compared to the prior year quarter. The decrease in advertising revenues from third-party platforms reflects a ~~contribution of $2.5 million from Complex Networks. Excluding the impact of Complex Networks, advertising revenue decreased by $3.4 million, or 32%, reflecting~~14% decline in overall pricing and a ~~35%~~4% decline in the number of programmatic impressions ~~delivered driven by the continued decline in Facebook-related impressions, partially offset by a 13% increase in overall pricing.~~

delivered.

Content ~~revenue increased by $12.7 million, or 65%, for the quarter ended March 31, 2022, principally driven by the acquisition of Complex Networks which contributed $12.1 million of content revenue.~~

~~Commerce and other~~ revenue decreased by ~~$3.8~~$10.7 million, or ~~27%~~33%, for the quarter ended March 31, 2022, primarily reflecting a decline in the number of purchases generated driven by a comparison against heightened purchasing activity in the first quarter of 2021 related to the impact of COVID-19, as well as a decline in Facebook referred traffic. This decline was offset in part by the acquisition of Complex Networks.

~~Cost of revenue:~~

~~Table of Contents~~

Three Months Ended March 31,


2022

2021

% Change

Cost of revenue

$
60,818

42,123

44
%
As a percentage of revenue

66
%

58
%

Cost of revenue increased by $18.7 million, or 44%, primarily reflecting $8.9 million of costs related to Complex Networks, a $6.7 million increase in other costs of sales reflecting the growth in revenue, a $3.7 million increase in compensation costs, and $1.3 million of restructuring costs, partially offset by the comparison against the $3.2 million of severance costs related to HuffPost in the quarter ended March 31, 2021. Cost of revenues increased as a percentage of revenue for the three months ended March 31, ~~2022~~2023 driven by a decrease in consumer spending in certain client verticals, particularly those in the technology and telecommunications and

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retail industries due to the broader macroeconomic environment. Additionally,a ~~change~~decrease in the number of branded content advertisers contributed to the year-over-year decline.

Commerce and other remained relatively consistent, with a $0.7 million, or 6%, increase year-over-year.

Cost of revenue:


	Three Months Ended March 31,					% Change
		2023			2022
Cost of revenue			47,344			60,818		(22)	%
As a percentage of revenue			71	%		66	%

Cost of revenue decreased by $13.5 million, or 22%, for the three months ended March 31, 2023 driven by a $6.0 million decrease in variable cost of revenue largely due to the decrease in revenue ~~mix year-over-year.~~

year-over-year, a $5.9 million decrease in compensation expense reflecting savings from our previous cost savings actions, and a $1.3 million decrease in restructuring expenses.

Sales and marketing:

Three Months Ended March 31,


2022

2021

% Change

Sales and marketing

$
17,803

11,378

56
%
As a percentage of revenue

20
%

16
%


	Three Months Ended March 31,					% Change
		2023			2022
Sales and marketing			15,301			17,803		(14)	%
As a percentage of revenue			23	%		19	%

Sales and marketing expenses ~~increased~~decreased by ~~$6.4~~$2.5 million, or ~~56%~~14%, ~~principally~~for the three months ended March 31, 2023 driven by a ~~$5.3~~$2.5 million ~~increase~~decrease in compensation costs. The increase in compensation costs reflects $4.6 million related to the additional headcount associated with Complex Networks and $0.7 million related to increased stock-based compensation primarily associated with the Liquidity 2 RSUs.

expenses.

General and administrative:

Three Months Ended March 31,



2022

2021

% Change

General and administrative

$
32,562

23,702

37
%
As a percentage of revenue

36
%

33
%


	Three Months Ended March 31,					% Change
		2023			2022
General and administrative			22,002			32,562		(32)	%
As a percentage of revenue			33	%		36	%

General and administrative expenses ~~increased~~decreased by ~~$8.9~~$10.6 million, or ~~37%~~32%, ~~principally~~for the three months ended March 31, 2023 driven by a ~~$4.6~~$4.3 million decrease in transaction-related and public company readiness costs, a $2.1 million increase in compensation costs, a $1.8 million increase in insurance related to being a public company and a $1.5 million increase in rent related to the Complex Networks acquisition. The increase in compensation costs was primarily driven by $2.5 million of stock-based compensation principallysublease income largely associated with the Liquidity 2 RSUs and $1.3 million of additional headcount related to the acquisition of Complex Networks. We expect our general and administrative expenses to increase in absolute dollars due to the growthsublease of our ~~business~~former corporate headquarters in the third quarter of 2022, a $2.1 million decrease in stock-based compensation expenses, and ~~related infrastructure as well as legal, accounting, director~~a $0.7 million decrease in professional and ~~officer insurance premiums, investor relations and other costs associated with operating as a public company.~~

consulting expenses.

Research and development:

Three Months Ended March 31,


2022

2021

% Change

Research and development

$
7,192

6,699

7
%
As a percentage of revenue

8
%

9
%


	Three Months Ended March 31,					% Change
		2023			2022
Research and development			3,819			7,192		(47)	%
As a percentage of revenue			6	%		8	%

Research and development expenses ~~increased~~decreased by ~~$0.5~~$3.4 million, or 7%47%, for the three months ended March 31, 2023 driven by a ~~$1.2~~$2.7 million ~~increase~~decrease in compensation expenses ~~reflecting $0.8 million of additional headcount related to the acquisition of Complex Networks~~ and a $0.5 million ~~related to merit increases, partially offset by declines~~decrease in ~~consulting and other~~stock-based compensation expenses.

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Depreciation and amortization:

Three Months Ended March 31,


2022

2021

% Change

Depreciation and amortization

$
8,481

$
5,269

61
%
As a percentage of revenue

9
%

7
%

~~Depreciation and amortization increased by $3.2 million, or 61%, as a result of $3.1 million of amortization of intangible assets associated with the acquisition of Complex Networks.~~


	Three Months Ended March 31,					% Change
		2023			2022
Depreciation and amortization			8,405			8,481		(1)	%
As a percentage of revenue			13	%		9	%

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~~Other income, net:~~

Three Months Ended March 31,


2022

2021

% Change

Other income, net

$
862

$
660

31
%
As a percentage of revenue

1
%

1
%

~~NM — not meaningful~~

Other income, net increased by $0.2 million, or 31%, due to a $1.3 million increase in unrealized gain on remeasurement of our investment in a private company, offset by an increase in unrealized foreign exchange losses and other expenses.

~~Interest expense, net:~~

Three Months Ended March 31,


2022

2021

% Change
Interest expense, net

$
(4,789)

$
(278)

NM
As a percentage of revenue

(5)
%

—

~~NM — not meaningful~~

~~Interest expense, net increased by $4.5 million primarily due to increased interest expense associated with the Notes.~~

~~Change in fair value of warrant liabilities:~~

For the three months ended March 31, ~~2022, we~~2023, depreciation and amortization expenses remained flat with a $0.1 million, or 1%, decrease year-over-year.

Other income, net:


	Three Months Ended March 31,					% Change
		2023			2022
Other income, net			620			862		(28)	%
As a percentage of revenue			1	%		1	%

For the three months ended March 31, 2023, other income, net decreased by $0.2 million, or 28%.

Interest expense, net:


	Three Months Ended March 31,					% Change
		2023			2022
Interest expense, net			(5,418)			(4,789)		13	%
As a percentage of revenue			(8)	%		(5)	%

Interest expense, net increased by $0.6 million, or 13%, for the three months ended March 31, 2023, primarily due to increased interest rates year-over-year coupled with a larger amount outstanding under our Revolving Credit Facility.

Change in fair value of warrant liabilities:


	Three Months Ended March 31,					% Change
		2023			2022
Change in fair value of warrant liabilities			(593)			(3,416)		(83)	%
As a percentage of revenue			(1)	%		(4)	%

We recorded a ~~$3.4 million~~ loss on the change in fair value of warrant ~~liabilities.~~

liabilities of $0.6 million for the three months ended March 31, 2023 compared to a loss of $3.4 million for the three months ended March 31, 2022.

Change in fair value of derivative liability:


	Three Months Ended March 31,					% Change
		2023			2022
Change in fair value of derivative liability			(1,005)			(1,575)		(36)	%
As a percentage of revenue			(1)	%		(2)	%

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We recorded a loss on the change in fair value of derivative liability of $1.0 million for the three months ended March 31, 2023 compared to a loss of $1.6 million for the three months ended March 31, 2022.

Income tax provision:


	Three Months Ended March 31,					% Change
		2023			2022
Income tax provision			147			350		(58)	%
As a percentage of revenue			—	%		—	%

For the three months ended March 31, ~~2022 we recorded a loss of $1.6 million due to a change in the estimated fair value of the derivative liability.~~

~~Income tax provision (benefit):~~

Three Months Ended March 31,


2022

2021

% Change
Income tax provision (benefit)

$
350

$
(4,816)

NM

~~NM – not meaningful~~

~~For the three months ended March 31~~2023 and 2022, the Company recorded an income tax ~~provision~~provisions of $0.1 million and $0.4 million, respectively, related to federal, state, and foreign taxes. 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 March 31, 2021, the Company recorded an income tax benefit of $4.8 million, including 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.

As of March 31, ~~2022,~~2023, the Company continued to maintain a valuation allowance against its U.S. and certain foreign deferred tax assets as the Company could not conclude that such assets will be realized on a more-likely-than-not basis. Any decline in the valuation allowance could have a favorable impact on ~~our~~the Company’s income tax provision and net income in the period in which such determination is made.

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Non-GAAP Financial Measure

~~Consolidated~~

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and represents a key metric used by management and ~~our board~~the Board of ~~directors~~Directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net loss, excluding the impact of net (loss) income ~~(loss)~~ attributable to noncontrolling interests, income tax provision, ~~(benefit),~~ interest expense, ~~interest income,~~net, other income, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, transaction-related costs, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.

We believe Adjusted EBITDA is relevant and useful information for investors because it allows investors to view performance in a manner similar to the method used by our management. However, there are limitations to the use of Adjusted EBITDA and our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Adjusted EBITDA should not be considered a substitute for loss from operations, net loss, or net loss attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP.

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Reconciliation from Net loss to Adjusted EBITDA

The following table reconciles consolidated net loss to Adjusted EBITDA for the periods presented:


	Three Months Ended March 31,
		2023		2022
Net loss		$	(36,261)	$	(44,566)
Income tax provision		147		350
Interest expense, net		5,418		4,789
Other income, net		(620)		(862)
Depreciation and amortization		8,405		8,481
Stock-based compensation		1,122		3,940
Change in fair value of warrant liabilities		593		3,416
Change in fair value of derivative liability		1,005		1,575
Restructuring(1)		—		1,843
Transaction-related costs(2)		—		2,955
Public company readiness costs(3)		—		1,315
Adjusted EBITDA		$	(20,191)	$	(16,764)

(1)

Three Months Ended March 31,


2022

2021
Net loss

$
(44,566)

$
(11,325)
Income tax provision (benefit)

350

(4,816)
Interest expense

4,884

344
Interest income

(95)

(66)
Other income, net

(862)

(660)
Depreciation and amortization

8,481

5,269
Stock-based compensation

3,940

138
Change in fair value of warrant liabilities

3,416

—
Change in fair value of derivative liability

1,575

—
Restructuring⁽¹⁾

1,843

3,645
Transaction costs⁽²⁾

2,955

3,212
Public company readiness costs⁽³⁾

1,315

—
Adjusted EBITDA

$
(16,764)

$
(4,259)
For the three months ended March 31, 2022, reflects costs associated with the organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands.We exclude restructuring expenses from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance.

(2)Reflects transaction-related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or contemplated transaction and include professional fees, integration expenses, and certain costs related to integrating and converging information technology systems.

(3)Reflects one-time initial set-up costs associated with the establishment of our public company structure and processes.

~~(1)~~

For the three months ended March 31, 2022, reflects costs associated with the organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands. For the three months ended March 31, 2021, reflects costs associated with involuntary terminations of employees across various roles and levels as part of the integration of the HuffPost Acquisition.

~~(2)~~

~~Reflects one-time legal, advisory, consulting and incremental compensation expenses associated with the Business Combination.~~

~~(3)~~

~~Reflects public company readiness costs associated with the establishment of our public company structure and processes.~~

Liquidity and Capital Resources

~~Our principal sources~~

As a digital media company, we are subject to certain inherent risks and uncertainties associated with the development of ~~liquidity are~~ our business. To date, substantially all of our efforts have been devoted to the growth of our owned and operated properties and portfolio of brands. This includes our proprietary technology infrastructure, advertising solutions, content creation tools, and more. We have invested in the recruitment of key management and technical staff and have acquired certain businesses. These investments have historically been funded by raising outside capital, and as a result of these efforts, we have generally incurred significant losses and used net cash outflows from operations since our inception— and we may continue to incur such losses and use net cash outflows for the foreseeable future until such time we reach a scale of profitability without needing to rely on funding from outside capital to sustain our operations.

In order to execute our growth strategy, we have historically relied on outside capital through the issuance of equity, debt, and borrowings under financing arrangements (“outside capital”). We may continue to rely on outside capital for the foreseeable future. While we believe we will eventually reach a scale of profitability to sustain our operations, there can be no assurance we will be able to achieve such profitability or do so in a manner that does not necessitate our continued reliance on outside capital.

As of the date the accompanying consolidated financial statements were issued (“issuance date”), the presence of the following risks and uncertainties associated with our financial condition may adversely affect our ability to sustain our operations over the next twelve months beyond the issuance date.

•Since our inception, we have generally incurred significant losses and used net cash flows from operations to grow our owned and operated properties and portfolio of brands. During the three months ended March 31, 2023, we incurred a net loss of $36.3 million and used cash flow from operations of $0.2 million. Additionally, as of

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March 31, 2023, we had unrestricted cash and cash equivalents ~~and borrowings~~of $49.9 million available to fund our operations, $2.3 million available under our ~~Revolving Credit Facility (as defined below), as well as cash generated from operations. Our cash~~$50.0 million revolving loan and ~~cash equivalents consist~~standby letter of ~~demand deposits with financial institutions and investments in money market funds and totaled $74.5 million and $79.7 million at March 31, 2022 and December 31, 2021, respectively.~~

~~We believe that our operating cash flows, together with cash and cash equivalents on hand and amounts available for borrowing under our revolving~~ credit facility ~~will~~agreement (i.e., the “Revolving Credit Facility”) (see Note 9 to the condensed consolidated financial statements for additional details), and an accumulated deficit of $559.2 million.

•We expect to continue to be ~~sufficient to meet our working capital and capital expenditure requirements for at least the~~

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next 12 months. To the extent existing cash, operating cash flows, and amounts available for borrowing are insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financingimpacted by the ~~incurrence of additional indebtedness, we may be subject to increased fixed payment obligations~~challenging U.S. and ~~could also be subject to additional restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that~~global macroeconomic environment, which could adversely impact our ability to ~~conduct~~grow revenue over the next twelve months beyond the issuance date.

•We continue to be affected by our ~~business. Any future indebtedness we incur~~ongoing efforts to integrate Complex Networks and sales execution against the combined brand portfolio, which may result in ~~terms that could~~the incurrence of unexpected expenses or the inability to realize in anticipated benefits and synergies over the next twelve months beyond the issuance date.

•We are required to remain in compliance with certain covenants required by the Revolving Credit Facility which, among others, require us to maintain a minimum of $25.0 million of unrestricted cash at all times and limit, under prescribed circumstances, our ability to incur additional indebtedness, pay dividends, hold unpermitted investments, or make material changes to the business. While we were in compliance with the financial covenants under the Revolving Credit Facility as of March 31, 2023, and we expect to remain in compliance throughout twelve months beyond the issuance date, we may be ~~unfavorable~~unable to ~~equity investors. There can be no assurances that~~remain in compliance with one or more of these covenants if we are unable to generate net cash inflows from operations or, if necessary, secure additional outside capital. In the event we are unable to remain in compliance with one or more of the aforementioned covenants, and we are unable to secure a waiver or forbearance, the lender may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among others, accelerating repayment of the outstanding borrowings and/or asserting its rights in the assets securing the loan.

Due to the risks and uncertainties described above, we continue to carefully evaluate our liquidity position. We recognize the significant challenge of maintaining sufficient liquidity to sustain our operations or remain in compliance with one or more of the covenants required by the Revolving Credit Facility, for the next twelve months beyond the issuance date. However, notwithstanding our liquidity position as of the issuance date, and while it is difficult to predict our future liquidity requirements with certainty, we currently expect we will be able to ~~raise~~generate sufficient liquidity to fund our operations over the next twelve months beyond the issuance date.

In response to the risks and uncertainties described above, we may plan to secure additional ~~capital. The inability to raise~~outside capital ~~could adversely affect~~over the next twelve months beyond the issuance date. While we have historically been successful in our ability to ~~achieve~~secure outside capital, as of the issuance date, we had no firm commitments of additional outside capital. We can provide no assurance we will be able to continue to secure outside capital in the future or do so on terms that are acceptable to us. Furthermore, we also plan to continue to closely monitor our ~~business objectives.~~

cash flow forecast and, if necessary, we will implement certain incremental cost savings to preserve our liquidity beyond those that were implemented through the restructuring activities that occurred during fiscal year 2022 and 2023 (see Note 19 to the condensed consolidated financial statements for additional details) or through the reduction of our real estate footprint. While we currently expect we will be able to generate sufficient liquidity to fund our operations for the next twelve months beyond the issuance date, we can provide no assurance we will successfully generate such liquidity, or if necessary, secure additional outside capital or implement incremental cost savings.

Revolving Credit Facility

We have a $50.0 million revolving loan and letter of credit facility (“(i.e., the Revolving Credit ~~Facility”)~~Facility), maturing in December ~~2023. Borrowings~~2025. 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. 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 our utilization of the Revolving Credit Facility. The Revolving Credit Facility is subject to a monthly minimum utilization of $15.0 million and also includes an unused commitment fee of 0.375%. 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.

The Revolving Credit Facility was further amended and restated on December 15, 2022 to, among other things, extend the maturity date until December 30, 2025, replace the London Inter-Bank Offered Rate (LIBOR) rate with the Secured Overnight Financing Rate (“SOFR”) rate, and provide for an early termination fee of between 0.5% and 2% of the maximum facility loan amount. We incurred $0.2 million of debt issuance fees associated with the December 15, 2022 amendment. On May 10, 2023, the parties to the Revolving Credit Facility entered into a joinder agreement adding one of our Canadian subsidiaries as a borrower under the Revolving Credit Facility, granting the lenders under the Revolving Credit Facility a lien on that subsidiary’s collateral, and including that subsidiary's receivables in the calculation of the borrowing base under the Revolving Credit Facility. The foregoing summary of the joinder agreement is not complete and is qualified in its entirety

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by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

The Revolving Credit Facility includes covenants that, among other things, require us to maintain at least $25.0 million of unrestricted cash at all times and limit, under prescribed circumstances, our ability to incur additional indebtedness, ~~grant liens,~~ pay dividends, hold unpermitted investments, ~~repurchase or redeem equity interests~~ or make material changes to the business. We were in compliance with the financial ~~covenant~~covenants under such facility as of March 31, ~~2022.~~

2023.

Borrowings under the Revolving Credit Facility bear interest at the SOFR rate, 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 (8.49% at March 31, 2023), and subject to a monthly minimum utilization of $15.0 million. The facility also includes an unused commitment fee of 0.375%.

The Revolving Credit Facility is secured by a first priority security interest on the Company’s and the other borrowers’ and guarantors’ cash, accounts receivable, books and records, and related assets.

As of March 31, ~~2022,~~2023, we had outstanding borrowings ~~under the Revolving Credit Facility~~ of ~~$28.5~~$32.2 million, outstanding letters of credit of $15.5 million, and remaining borrowing capacity of ~~$6.0~~$2.3 million.

Convertible Notes

In connection with the closing of the Business Combination, we ~~completed the issuance of~~issued $150.0 million aggregate principal amount of unsecured convertible notes due 2026 ~~(the “Notes”)~~(i.e., the Notes). The Notes bear interest at a rate of 8.50% per annum, payable ~~semi-annually. The Notes~~semi-annually, are convertible into approximately 12,000,000 shares of our Class A common stock (or, our election, a combination of cash and our Class A common stock), at an initial conversion price of $12.50, and mature on December 3, 2026.

We may, at our election, force conversion of the Notes after December 3, 2024 (i.e., after the third anniversary of the issuance of the ~~Notes,~~Notes), subject to a holder’s prior right to convert and the satisfaction of certain other conditions, if the volume-weighted average trading price of our 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.~~days, which has yet to occur. 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 (i.e., between December 3, 2022 and December 3, 2024), we will be obligated to pay an amount in cash 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 12twelve 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 12twelve 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.~~converted. 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~~we would otherwise be entitled to force conversion of the Notes, but isare 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 us 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 on which the Business Combination was consummated, 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.

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The indenture governing the Notes includes restrictive covenants that, among other things, limit our 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.

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Cash flows provided by (used in) operating, investing and financing activities were as follows for the periods presented:

Three Months Ended March 31,


2022

2021
Net cash provided by operating activities

$
1,142

$
9,518
Net cash (used in) provided by investing activities

(5,922)

2,958
Net cash (used in) provided by financing activities

(227)

35,142


	Three Months Ended March 31,
	2023		2022
Net cash (used in) provided by operating activities	$	(179)	$	1,142
Net cash used in investing activities	(4,201)		(5,922)
Net cash used in financing activities	(1,481)		(227)

Operating Activities

For the three months ended March 31, ~~2022,~~2023, net cash used in operating activities was $0.2 million compared to net cash provided by operating activities ~~decreased by $8.4~~of $1.1 million ~~compared to~~for the three months ended March 31, ~~2021.~~2022. The ~~decrease in cash provided by operating activities~~change was primarily driven by a ~~$10.4~~$1.7 million ~~increase~~decrease in net loss, adjusted for non-cash items and a ~~$9.0~~$5.6 million increase in the change in accounts payable. These were partially offset by a $3.9 million decrease in the change in deferred revenue, a $2.7 million decrease in the change in accrued compensation, and a ~~$3.7~~$0.9 million decrease in the change in ~~accounts payable, and a $3.0 million decrease in the change in accrued liabilities~~prepaid expenses and other current ~~liabilities,~~assets and prepaid expenses and other assets.

Investing Activities

For the three months ended March 31, 2023, cash used in investing activities was $4.2 million, which consisted of $4.0 million of capital expenditures on internal-use software and $0.4 million of other capital expenditures, partially offset by a ~~$11.9~~$0.2 million ~~increase in~~gain on the ~~change in prepaid and other assets, and a $7.2 million increase in the change in accounts receivable.~~

~~Investing Activities~~

sale of an asset.

For the three months ended March 31, 2022, cash used in investing activities was $5.9 million, which ~~consists~~consisted of $3.6 million of expenditures on internal-use software and $2.3 million of other capital expenditures.

Financing Activities

For the three months ended March 31, ~~2021,~~2023, cash ~~provided by investing~~used in financing activities was ~~$3.0~~$1.5 million, which ~~consists~~consisted of ~~$5.2 million of net cash acquired as part of the HuffPost Acquisition, partially offset by~~ $1.3 million repayment on the Revolving Credit Facility and $0.2 million payment for withholding taxes on the vesting of ~~expenditures on internal-use software and fixed assets of $0.9 million.~~

~~Financing Activities~~

certain RSUs.

For the three months ended March 31, 2022, cash used in financing activities was $0.2 million, which principally ~~consisting~~consisted of $0.6 million of deferred reverse recapitalization costs, partially offset by proceeds from the exercise of stock options of $0.4 million.

For the three months ended March 31, 2021, cash provided by financing activities was $35.1 million, principally consisting of $35.0 million of proceeds from the issuance of common stock related to the equity investment in us by an affiliate of Verizon.

Contractual Obligations

Our principal commitments consist of obligations for office space under non-cancelable operating leases with various expiration dates through 2029 ~~as well as~~and repayment of borrowings under ~~our~~the Revolving Credit Facility and the Notes.

Refer to Note 15 to the condensed consolidated financial statements for additional details.

In September 2018, concurrent with an investment in a private company, we agreed to guarantee the lease of the investee’s premises in New York. In October 2020, the investee renewed its lease agreement, and our 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 March 31, ~~2022,~~2023, the maximum amount under the guarantee was ~~$2.3~~$0.7 million, and no liability was recognized with respect to the guarantee.

Refer to Note 9, Note ~~15,~~14, and Note 1615 of our ~~unaudited~~ condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements and related notes in accordance with GAAP. In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses, and related ~~disclosure.~~disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on

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historical experience and other assumptions

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that we believe are reasonable under the circumstances. To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected.

We consider an accounting judgment, estimate, or assumption to be critical when (1) the estimate or judgment is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates, or assumptions could have a material impact on our condensed consolidated financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 for a more complete discussion of our critical accounting policies and estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Recently Adopted and Issued Accounting Pronouncements

Refer to Note 2 of our ~~unaudited~~ condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Emerging Growth Company Accounting Election

Section 102 of the ~~JOBS~~Jumpstart Our Business Startups Act (the “JOBS Act”) provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. We are an emerging growth company and have elected to take advantage of the extended transition period. As a result, the condensed consolidated financial statements of BuzzFeed, Inc. may not be comparable to companies that comply with new or revised accounting standards as of public company effective dates.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. ~~Subject~~Specifically, subject to the satisfaction of certain conditions set forth in the JOBS Act, ~~if, as an emerging growth company, we intend to rely on such exemptions,~~ we are not required to, and do not intend to, among other things: (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements; and (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation, and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest ofof: (i) the last day of our first fiscal year following the fifth anniversary of 890’s initial public offering (i.e., December 31, 2026); (ii) the last date of our fiscal year in which we have total annual gross revenue of at least ~~$1.07 billion,~~$1.235 billion; (iii) the date on ~~which~~ we are deemed to be a “large accelerated filer” under the rules of the ~~SEC~~U.S. Securities and Exchange Commission with at least $700.0 million of outstanding securities held by ~~non-affiliates, or~~non-affiliates; and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations both within the ~~United States~~U.S. and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign currency exchange, interest rate fluctuation and equity investment risks.

Foreign Currency Exchange Risk

We transact business in various foreign currencies and obtain international revenue, as well as incur costs denominated in foreign currencies, primarily the British ~~Pound,~~pound, Japanese ~~Yen,~~yen, and Canadian ~~Dollar.~~dollar. This exposes us to the risk of fluctuations in foreign currency exchange rates. Accordingly, changes in exchange rates, and in particular athe recent strengthening of the U.S. dollar ~~would~~against the British pound, Japanese yen, and most other major international currencies, could negatively affect our revenue and results of operations as expressed in U.S. dollars. Fluctuations in foreign currency rates, including the strengthening of the U.S. dollar against the British pound and Japanese yen, adversely affects our revenue growth in terms of the amounts that we report in U.S. dollars after converting our foreign currency results into U.S. dollars. In addition, currency variations can adversely affect margins on sales of our products and services in countries

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outside of the U.S. Generally our reported revenues and operating results are adversely affected when the U.S. dollar strengthens relative to other currencies. The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

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Interest Rate Fluctuation Risk

Our exposure to interest rates relates primarily to the variable interest component on ~~our~~the Revolving Credit Facility as well as interest earned and market value on money market funds included in our cash and cash equivalents. ~~These exposures were~~The effect of a hypothetical 10% change in interest rates applicable to our business would not have a material impact on our condensed consolidated financial statements for the three months ended March 31, ~~2022~~2023 or ~~2021, but may become material in the future.~~

2022.

Equity Investment Risk

We hold an investment in equity securities of a privately-held company without a readily determinable fair value. We elected to account for this investment using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee’s financial performance and business prospects; industry performance; economic environment; and other relevant events and factors affecting the investee. Valuations of our equity investment are complex due to the lack of readily available market data and observable transactions. The carrying value of our investment was $3.6 million at March 31, ~~2022~~2023 and ~~$2.3 million at~~ December 31, ~~2021.~~

2022.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act ~~reports~~of 1934, as amended ( the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~ rules and forms of the U.S. Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In connection with the audit of our consolidated financial statements as of December 31, ~~2021,~~2022, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. BuzzFeed has identified material weaknesses in its internal control over financial reporting that we are currently working to remediate, which relate to: (a) a lack of formalized internal control and segregation of duties in the financial statement close process; (b) ~~a lack~~ineffective upstream processes for gathering critical data to support formalized assessment and review of ~~sufficient levels of staff with public company and~~certain technical accounting ~~experience;~~ matters; and (c) the selection and development of control activities, including information technology (“IT”) general controls.

During 2022, ~~with~~management implemented remediation plans and enhanced controls within the ~~oversight~~financial statement close process. However, certain business process controls did not operate at the appropriate level of ~~senior management, we have hired~~precision to prevent or detect a material misstatement. Management is in progress of implementing remediation plans to refine control procedures and ~~will continue~~enhance documentation to hire additional accounting personnel with technical accounting and financial reporting experience. We have also supplemented accounting resources with external advisors to assist with performing technical accounting activities. We are in the process of identifying and implementing the specificensure controls ~~to remediate the material weaknesses.~~

operate sufficiently. Although management designed remediation plans in ~~2021,~~2022 across its IT general control environment, due to ~~resources~~resource constraints and lack of sufficient staff with technical expertise, the necessary ~~business process and~~ IT general controls were partially implemented or not executed ~~consistently; thus, material weaknesses~~consistently.

With the oversight of senior management, we have hired additional accounting personnel with technical accounting, financial reporting and public company experience throughout 2022. However, the process for gathering critical information to support certain technical accounting conclusions is manual and time-intensive. Additionally, management did not maintain sufficient evidence of certain technical accounting assessments and reviews.

Management is in progress of implementing remediation plans in 2023 which include: (i) refining control procedures and enhancing documentation to ensure controls operate sufficiently and consistently across the financial statement close process; (ii) enhancing upstream processes to streamline data gathering from key business stakeholders,

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and formalizing documentation of certain technical accounting assessments and conclusions; and (iii) designing and implementing formalized controls within our ~~internal~~IT general control ~~environment were concluded.~~ environment.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively. Our management will continue to monitor the effectiveness of our remediation plans in ~~2022~~2023 and will make the changes we determine to be appropriate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in ~~Exchange Act~~ Rules 13a-15(e) and 15d-15(e)) of the Exchange Act) as of the end of the period covered by this report. In making this evaluation, management considered the material weakness in our internal control over financial reporting described above. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, ~~2022,~~2023, the period covered in this report, our disclosure controls and procedures were not effective.

Notwithstanding the assessment that our disclosure controls and procedures are not effective, we believe that we have performed sufficient supplementary procedures to ensure that the condensed consolidated financial statements contained in this filing fairly present our financial position, results of operations and cash flows for the reporting periods covered herein in all material respects.

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Changes in Internal Control over Financial Reporting

On December 3, 2021, the Company acquired Complex Networks (see Note 3 to the accompanying condensed consolidated financial statements). We are currently integrating policies, processes, people, technology and operations for the combined company. Management will continue to evaluate our internal control over financial reporting as we execute integration activities. Other than as noted above, and in connection with the implementation of the remedial measures described above, there

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended March 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings and claims arising in the ordinary course of business, including, but not limited to, disputes in the areas of contracts, securities, privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, libel and defamation, health and safety, employment and labor, product liability, accessibility, competition, and taxation. We record a liability when we believe that it is probable that a loss will be incurred by us and the amount of that loss can be reasonably estimated. Based on our current knowledge, we do not believe that there is a reasonable possibility that the final adjudication of any such pending or threatened legal proceedings to which we are a party, will, either individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

~~On March 15, 2022, two~~ Although the outcome of litigation and other legal matters is inherently subject to uncertainties, we feel comfortable with the adequacy of our insurance coverage.

Two mass arbitrations (the “Arbitrations”) were initiated before the American Arbitration Association ~~(the “AAA”)~~on March 15, 2022 against the Company and certain of its executive officers and directors (together, the “BuzzFeed Defendants”) and Continental Stock Transfer Corporation ~~(the “Arbitrations”)~~ by 91 individuals ~~purportedly~~previously employed by certain wholly-owned subsidiaries of 890, and BuzzFeed, ~~Media Enterprises,~~ Inc. ~~or its predecessor in interest,~~, a ~~wholly owned subsidiary of~~Delaware corporation (“Legacy BuzzFeed” and the ~~Company (the~~ “Claimants”). The Claimants ~~allege~~alleged that they were harmed when they were allegedly unable to convert their shares of Class B common stock to Class A common stock and sell those shares on December 6, 2021, the first day of trading following the ~~business combination of 890 Fifth Avenue~~Business Combination, and ~~legacy BuzzFeed, Inc., and assert~~asserted claims for negligence, misrepresentation, breach of fiduciary duty, and violation of Section 11 of the Securities Act of ~~1933.~~1933, as amended (the “Securities Act”). The Claimants ~~seek~~sought to recover unspecified compensatory damages, an award of costs, and any further appropriate relief.

On April 21, 2022, the BuzzFeed Defendants filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia, the Claimants’ purported causes of action arise from their rights as shareholders of the Company, are governed by the Company’s charter, including its forum selection provision, and are therefore not arbitrable (the ~~"Delaware Action"~~“Delaware Action”). The complaint ~~seeks~~sought declaratory and injunctive relief. A hearing on the merits of the Delaware Action ~~is scheduled for~~was held on July 26, 2022. ~~Effective April 21,~~On October 28, 2022, the AAA has stayed the Arbitrations for a period of 60 days pursuant to Section 1 of the AAA Employment Arbitration Rules and Mediation Procedures. The parties have agreed to extend the stay of the Arbitrations until the Court of Chancery ~~decides~~granted the ~~merits~~Company’s motion to permanently enjoin the Claimants’ arbitration claims.

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On March 29, 2023, BuzzFeed Media Enterprises, Inc., filed a complaint in the Delaware ~~Action.~~ Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia, the Claimants’ purported causes of action arise from their rights as shareholders of the Company, are governed by the Company’s charter, including its forum selection provision, and are therefore not arbitrable. The complaint seeks declaratory and injunctive relief.

The Company does not believe at this time that the final outcome of ~~the Arbitrations~~this matter will have a material adverse effect on its financial position, results of operations, or cash flows.

For information regarding other legal proceedings in which we are involved, see Note 1615 of our ~~unaudited~~ condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

Disclosure about our existing risk factors is set forth in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~ 2022. Other than as described below, our risk factors have not changed materially since December 31, ~~2021.~~

~~A significant portion~~2022.

We may not realize the expected financial and operational benefits of our ~~total outstanding shares are restricted from immediate resale but~~recently announced restructuring plan, and its implementation may ~~be sold into the market~~negatively impact our business.

On April 20, 2023, we announced plans to reduce expenses by implementing an approximately 15 percent reduction in the ~~near future. This could cause~~current workforce. The reduction in workforce plan is part of a broader strategic reprioritization across the ~~market price of our Class A common stock~~organization in order to ~~drop significantly, even if~~accelerate revenue growth and improve upon profitability and cash flow. There can be no assurance that our business ~~is doing well.~~

~~Sales~~will be more efficient or effective than prior to implementation of ~~a substantial number of shares of~~the plan. In addition, we cannot guarantee that this restructuring will achieve the desired and anticipated benefits within our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price ofdesired and expected timeframe, and our ~~Class A common stock.~~

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Through June 1, 2022, an aggregate of (i) 102,688,447 shares of our Class A common stock (including 2,776,073 shares of our Class A common stock subject to outstanding equity awards), (ii) 12,019,830 shares of our Class B common stock and (iii) 6,478,031 shares of our Class C common stock held by our stockholdersexpectations are subject to ~~transfer restrictions set forth in the registration rights agreement~~many estimates and assumptions, and the investors’ rights agreement entered into in connection with the Business Combination. As a result, a significant number of shares of Class A common stock will be available for sale on June 2, 2022. In addition, through the earlier of (i) December 3, 2022, (ii) the date that the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizationsactual savings and costs, and the ~~like)~~timing for ~~any 20 trading days within any 30-trading day period commencing May 2, 2022,~~those savings and ~~(iii) the date~~costs, may vary materially based on which the company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property, an aggregate of 7,187,500 shares of our Class A common stock held by 200 Park Avenue Partners, LLC , PA 2 Co-Investment LLC , Craig-Hallum Capital Group LLCfactors such as local labor regulations, collective bargaining agreement requirements, negotiations with third parties, and ~~certain affiliated individuals,~~operational requirements. These estimates and assumptions are also subject to ~~transfer restrictions set forth~~significant economic, competitive and other uncertainties, some of which are beyond our control. The implementation of this restructuring plan may also be costly and disruptive to our business or have other negative consequences, such as litigation, attrition beyond our planned reduction in the registration rights agreement entered into in connection with the Business Combination. Following the expiration of each lock-up, the applicable securityholders will not be restricted from selling shares ofworkforce, negative impacts on employee morale and productivity, or on our ~~Class A common stock held by them, other than by applicable securities laws.~~

In addition, exercises of significant amounts of options or the settlement of significant amounts of equity awards at one time, including any related sales of shares of Class A common stock as a result of sell-to-cover transactions effectedability to address any associated tax liabilities or any discretionary sales by the holders of equity awards, could also reduce the market price of our Class A common stock. The Company generally restricts the sale of equity securities by officers, directorsattract and employees to designated window periods each quarter. If there are significant exercises of options or settlement of equity awards in a limited period of time, such issuances would be very dilutive to existing stockholders. In addition, significant sales of shares of Class A common stock at one time as a result of associated sell-to-cover transactions or discretionary sales effected in connection with such exercises or settlement, including to cover holders’ tax obligations associated with the exercise and/or settlement of certain options and RSUs, may result in trading volatility and reduce the market price of our Class A common stock.

The consummation of the Business Consummation satisfied a liquidity condition for 2.7 million RSUs, causing these RSUs to vest. The Business Combination did not satisfy a liquidity condition for an additional 2.5 million of RSUs (“Liquidity 1 RSUs”). However, on May 12, 2022, the Company’s board of directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting them to vest also (based on service). On May 12, 2022, 2.4 million Liquidity 1 RSUs were outstanding. As a result of the vestingretain highly skilled employees. Any of these RSUs, a significant number of shares of Class A common stock may be sold in the public market in order to pay for the withholding tax due upon the vesting of these RSUs, and holders of RSUs may also elect to sell the shares of Class A common stock they receive upon the settlement of the RSUs. We expect that the settlement of 2.1 million of the Liquidity 1 RSUs may occur close in time to the expiration of the lock-up described above on June 1, 2022. Sales of a significant number of shares ofconsequences could negatively impact our ~~Class A common stock could result in trading volatility and cause the market price of our Class A common stock to decline.~~

In addition, in the future, we may issue preferred shares or other equity ranking senior to our Class A common stock. Preferred shares have, and those other securities will generally have, priority upon liquidation. Such securities also may be governed by an instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Class A common stock. Because our decision to issue equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of our Class A common stock and be dilutive to existing shareholders.

As restrictions on resale end, equity awards vest and registration statements become available for use, the market price of our Class A common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS


Exhibit Number	Description
2.1		Agreement and Plan of Merger, dated as of June 24, 2021, by and among 890 5th Avenue Partners, Inc., Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc.(incorporated by reference to Exhibit 2 .1 to the Company ’s Current Report on Form 8-K (File No. 001-39877) filed on June 24 , 2021).
~~Exhibit~~ ~~Number~~ 2.2	~~Description~~ Amendment No. 1 to Agreement and Plan of Merger, dated as of October 28, 2021, by and among 890 5th Avenue Partners, Inc., Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc.(incorporated by reference to Exhibit 2 .2 to the Company ’s Registration Statement on Form S-4/A (File No. 001-39877) filed on October 2 9, 2021).
~~10.1~~‡2.3†*	~~Change in Control~~Membership Interest Purchase Agreement, dated as of March 27, 2021, by and ~~Severance Plan (filed as~~among BuzzFeed, Inc., CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc.(incorporated by reference to Exhibit ~~10.1~~2 .2 to the ~~Company’s~~Company ’s Registration Statement on Form S-4 (File No. 001-39877) filed on July 30 , 2021).
2.4	Amendment No. 1 to the Membership Interest Purchase Agreement, dated as of June 24, 2021, by and among BuzzFeed, Inc., CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc.(incorporated by reference to Exhibit 2.3 to the Company ’s Registration Statement on Form S-4 (File No. 001-39877) filed on July 30 , 2021).
3.1	Second Amended and Restated Certificate of Incorporation of BuzzFeed, Inc.,(incorporated by reference to Exhibit 3.1 to the Company ’s Current Report on Form 8-K (File No. 001-39877) filed on ~~February 9, 2022)~~December 3, 2021).
~~10.2~~‡3.2	~~Offer Letter,~~Certificate of Change of Registered Agent and/or Registered Office, dated as of March ~~25, 2022, between BuzzFeed and Marcela Martin (filed as~~13, 2023(incorporated by reference to Exhibit ~~10.1~~3.1 to the ~~Company’s~~Company 's Current Report on Form 8-K (File No. 001-39877) filed on ~~May 6, 2022)~~March 15, 2021).
~~31.1~~ 3.3	Restated Bylaws of BuzzFeed, Inc.(incorporated by reference to Exhibit 3.2 to the Company ’s Current Report on Form 8-K (File No. 001-39877) filed on December 9, 2021).
10.1	Greg Coleman Advisor Agreement.
10.2	Joan Amble Advisor Agreement.
10.3	Joinder Agreement, dated May 10, 2022, to the Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC.
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCHXBRL	Taxonomy Extension Schema Document.
101.CAL XBRL	Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL	Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL	Taxonomy Extension Label Linkbase Document.
101.PRE XBRL	Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).

~~‡Indicates~~

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a ~~management~~copy of any omitted schedule or ~~compensatory plan or arrangement in which directors or executive officers are eligible~~exhibit to ~~participate.~~

the SEC upon request.

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* The Registrant has omitted portions of this Exhibit as permitted under Item 601(b)(1) of Regulation S-K.

# This certification is deemed not filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange ~~Act.~~

Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BuzzFeed, Inc.

		By:	/s/ Felicia DellaFortuna
			Chief Financial Officer
			(Principal Financial Officer and Duly Authorized Officer)
Date:	May ~~16, 2022~~ 10, 2023

~~Delaware~~	~~85-3022075~~
Delaware		85-3022075
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
~~111 East 18~~^th229 West 43rd StreetNew York,, New York		~~10003~~ 10036
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BZFD	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	BZFDW	The Nasdaq Stock Market LLC


					Page
PART I			FINANCIAL INFORMATION		5
				~~Page~~
~~PART I~~	~~FINANCIAL INFORMATION~~	5
Item 1	Financial Statements (unaudited)			5
			Condensed Consolidated Balance Sheets		5
			Condensed Consolidated Statements of Operations		6
			Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss		7
			Condensed Consolidated Statements of Stockholders’ Equity ~~(Deficit)~~		8
			Condensed Consolidated Statements of Cash Flows		9
			Notes to Condensed Consolidated Financial Statements		10
Item 2			Management’s Discussion and Analysis of Financial Condition and Results of Operations		29 27
Item 3			Quantitative and Qualitative Disclosures About Market Risk		40
Item 4			Controls and Procedures		41
PART II			OTHER INFORMATION		42
Item 1			Legal Proceedings		42
Item 1A			Risk Factors		42 43
Item 2			Unregistered Sales of Equity Securities and Use of Proceeds		43
Item 3			Defaults Upon Senior Securities		43
Item 4			Mine Safety Disclosures		44 43
Item 5			Other Information		44 43
Item 6			Exhibits		44

SIGNATURES			45		46


Cash from reverse recapitalization	$	16,167
890 reverse recapitalization costs		(13,795)
BuzzFeed reverse recapitalization costs		(14,609)
Net proceeds from reverse recapitalization	$	(12,237)

Proceeds from Notes	$	150,000
Issuance costs		(6,757)
Issuance costs settled in stock		563
Proceeds from issuance of Notes, net of issuance costs	$	143,806


Cash consideration⁽¹⁾	$	197,966
Share consideration⁽²⁾		96,200
Total consideration	$	294,166


☒x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	March 31,		December 31,
	2022
	(Unaudited)		2021
Assets
Current assets
Cash and cash equivalents	$	74,540	$	79,733
Accounts receivable (net of allowance for doubtful accounts of $1,668 as at March 31, 2022 and $1,094 as at December 31, 2021)		98,092		142,909
Prepaid and other current assets		26,768		29,017
Total current assets		199,400		251,659
Property and equipment, net		23,065		23,052
Right-of-use assets		73,103		—
Capitalized software costs, net		17,902		16,554
Intangible assets, net		132,717		136,513
Goodwill		194,050		194,881
Prepaid and other assets		15,538		14,555
Total assets	$	655,775	$	637,214

Liabilities and Equity
Current liabilities
Accounts payable	$	14,673	$	16,025
Accrued expenses		23,584		31,386
Deferred rent		—		4,894
Deferred revenue		3,142		1,676
Accrued compensation		26,935		37,434
Current lease liabilities		24,258		—
Other current liabilities		2,706		2,731
Total current liabilities		95,298		94,146
Deferred rent		—		12,504
Noncurrent lease liabilities		66,174		—
Debt		143,032		141,878
Derivative liability		6,450		4,875
Warrant liabilities		8,354		4,938
Other liabilities		1,956		3,992
Total liabilities		321,264		262,333

Commitments and contingencies

Redeemable noncontrolling interest		2,458		2,294

Stockholders’ equity
Class A Common stock, $0.0001 par value; 700,000 shares authorized; 116,689 and 116,175 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		12		11
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 12,294 and 12,397 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		1		1
Class C Common stock, $0.0001 par value; 10,000 shares authorized; 6,478 issued and outstanding at March 31, 2022 and December 31, 2021		1		1
Additional paid-in capital		700,167		695,869
Accumulated deficit		(367,000)		(322,106)
Accumulated other comprehensive loss		(3,336)		(3,233)
Total BuzzFeed, Inc. stockholders’ equity		329,845		370,543
Noncontrolling interests		2,208		2,044
Total stockholders’ equity		332,053		372,587
Total liabilities and equity	$	655,775	$	637,214


	March 31, 2023 (Unaudited)		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	49,947	$	55,774
Accounts receivable (net of allowance for doubtful accounts of $2,229 as at March 31, 2023 and $1,879 as at December 31, 2022)	72,363		116,460
Prepaid expenses and other current assets	24,270		26,373
Total current assets	146,580		198,607
Property and equipment, net	16,446		17,774
Right-of-use assets	61,615		66,581
Capitalized software costs, net	20,348		19,259
Intangible assets, net	117,532		121,329
Goodwill	91,632		91,632
Prepaid expenses and other assets	15,138		14,790
Total assets	$	469,291	$	529,972

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	27,198	$	29,329
Accrued expenses	21,992		26,357
Deferred revenue	6,445		8,836
Accrued compensation	18,294		31,052
Current lease liabilities	22,667		23,398
Other current liabilities	5,176		3,900
Total current liabilities	101,772		122,872
Noncurrent lease liabilities	54,269		59,315
Debt	152,281		152,253
Derivative liability	1,185		180
Warrant liabilities	988		395
Other liabilities	430		403
Total liabilities	310,925		335,418

Commitments and contingencies



Stockholders’ equity
Class A Common stock, $0.0001 par value; 700,000 shares authorized; 133,258 and 126,387 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	14		13
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 6,676 and 6,678 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	1		1
Class C Common stock, $0.0001 par value; 10,000 shares authorized; 0 and 6,478 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	—		1
Additional paid-in capital	717,191		716,233
Accumulated deficit	(559,190)		(523,063)
Accumulated other comprehensive loss	(2,669)		(1,968)
Total BuzzFeed, Inc. stockholders’ equity	155,347		191,217
Noncontrolling interests	3,019		3,337
Total stockholders’ equity	158,366		194,554
Total liabilities and stockholders’ equity	$	469,291	$	529,972


	Three Months Ended March 31,
	2022		2021
Revenue	$	91,558	$	72,648
Costs and Expenses
Cost of revenue, excluding depreciation and amortization		60,818		42,123
Sales and marketing		17,803		11,378
General and administrative		32,562		23,702
Research and development		7,192		6,699
Depreciation and amortization		8,481		5,269
Total costs and expenses		126,856		89,171
Loss from operations		(35,298)		(16,523)
Other income, net		862		660
Interest expense, net		(4,789)		(278)
Change in fair value of warrant liabilities		(3,416)		—
Change in fair value of derivative liability		(1,575)		—
Loss before income taxes		(44,216)		(16,141)
Income tax provision (benefit)		350		(4,816)
Net loss		(44,566)		(11,325)
Net income attributable to the redeemable noncontrolling interest		164		60
Net income (loss) attributable to noncontrolling interests		164		(18)
Net loss attributable to BuzzFeed, Inc.	$	(44,894)	$	(11,367)

Net loss per Class A, Class B and Class C common share:
Basic	$	(0.33)	$	(0.75)
Diluted	$	(0.33)	$	(0.75)
Weighted average common shares outstanding:
Basic		136,425		15,188
Diluted		136,425		15,188


	Three Months Ended March 31, 2022
														Accumulated		Total
	Common Stock –			Common Stock –			Common Stock –			Additional				other		BuzzFeed, Inc.				Total
	Class A			Class B			Class C			paid-in		Accumulated		comprehensive		stockholders'		Noncontrolling		stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		capital		deficit		loss		equity		interests		equity
Balance at January 1, 2022	116,175	$	11	12,397	$	1	6,478	$	1	$	695,869	$	(322,106)	$	(3,233)	$	370,543	$	2,044	$	372,587
Net loss	—		—	—		—	—		—		—		(44,894)		—		(44,894)		164		(44,730)
Stock-based compensation	—		—	—		—	—		—		3,940		—		—		3,940		—		3,940
Issuance of common stock in connection with share-based plans	411		1	—		—	—		—		358		—		—		359		—		359
Other comprehensive loss	—		—	—		—	—		—		—		—		(103)		(103)		—		(103)
Conversion of Class B common stock to Class A common stock	103		—	(103)		—	—		—		—		—		—		—		—		—
Balance at March 31, 2022	116,689	$	12	12,294	$	1	6,478	$	1	$	700,167	$	(367,000)	$	(3,336)	$	329,845	$	2,208	$	332,053



	Three Months Ended March 31, 2021
														Accumulated		Total BuzzFeed,
	Common Stock –			Common Stock – Class			Common Stock – Class							other		Inc.				Total
	Class A			B			C			Additional		Accumulated		comprehensive		stockholders’		Noncontrolling		stockholders’
	Shares		Amount	Shares		Amount	Shares		Amount	paid-in capital		deficit		loss		(deficit) equity		interests		(deficit) equity
Balance at January 1, 2021	1,540	$	—	10,439	$	1	—	$	—	$	36,373	$	(346,818)	$	(3,359)	$	(313,803)	$	—	$	(313,803)
Net loss	—		—	—		—	—		—		—		(11,367)		—		(11,367)		(18)		(11,385)
Issuance of common stock	—		—	—		—	3,839		1		34,999		—		—		35,000		—		35,000
HuffPost Acquisition	—		—	—		—	2,639		—		24,064		—		—		24,064		2,122		26,186
Stock-based compensation	—		—	—		—	—		—		138		—		—		138		—		138
Issuance of common stock upon exercise of stock options	6		—	49		—	—		—		142		—		—		142		—		142
Other comprehensive loss	—		—	—		—	—		—		—		—		(329)		(329)		—		(329)
Balance at March 31, 2021	1,546	$	—	10,488	$	1	6,478	$	1	$	95,716	$	(358,185)	$	(3,688)	$	(266,155)	$	2,104	$	(264,051)


	Three Months Ended March 31, 2023
	Common Stock – Class A			Common Stock – Class B			Common Stock – Class C			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total BuzzFeed, Inc. stockholders’ equity		Noncontrolling interests		Total stockholders’ equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at January 1, 2023	126,387	$	13	6,678	$	1	6,478	$	1	$	716,233	$	(523,063)	$	(1,968)	$	191,217	$	3,337	$	194,554
Cumulative effect of accounting change (see Note 2)	—	—		—	—		—	—		—		(126)		—		(126)		—		(126)
Net loss	—	—		—	—		—	—		—		(36,001)		—		(36,001)		(260)		(36,261)
Stock-based compensation	—	—		—	—		—	—		1,122		—		—		1,122		—		1,122
Issuance of common stock in connection with share-based plans	512	—		—	—		—	—		29		—		—		29		—		29
Shares withheld for employee taxes	(121)	—		—	—		—	—		(193)		—		—		(193)		—		(193)
Other comprehensive loss	—	—		—	—		—	—		—		—		(701)		(701)		(58)		(759)
Conversion of Class B common stock to Class A common stock	2	—		(2)	—		—	—		—		—		—		—		—		—
Conversion of Class C common stock to Class A common stock	6,478	1		—	—		(6,478)	(1)		—		—		—		—		—		—
Balance at March 31, 2023	133,258	$	14	6,676	$	1	—	$	—	$	717,191	$	(559,190)	$	(2,669)	$	155,347	$	3,019	$	158,366


	Three Months Ended March 31, 2022
	Common Stock – Class A			Common Stock – Class B			Common Stock – Class C			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total BuzzFeed, Inc. stockholders’ equity		Noncontrolling interests		Total stockholders’ equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at January 1, 2022	116,175	$	11	12,397	$	1	6,478	$	1	$	695,869	$	(322,106)	$	(3,233)	$	370,543	$	2,044	$	372,587
Net (loss) income	—	—		—	—		—	—		—		(44,894)		—		(44,894)		164		(44,730)
Stock-based compensation	—	—		—	—		—	—		3,940		—		—		3,940		—		3,940
Issuance of common stock upon exercise of stock options	411	1		—	—		—	—		358		—		—		359		—		359
Other comprehensive loss	—	—		—	—		—	—		—		—		(103)		(103)		—		(103)
Conversion of Class B common stock to Class A common stock	103	—		(103)	—		—	—		—		—		—		—		—		—
Balance at March 31, 2022	116,689	$	12	12,294	$	1	6,478	$	1	$	700,167	$	(367,000)	$	(3,336)	$	329,845	$	2,208	$	332,053


Cash consideration(1)	$	197,966
Share consideration(2)	96,200
Total consideration	$	294,166


			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	—		17,827
Property and equipment		332	(15)		317
Intangible assets		119,100	—		119,100
Goodwill		189,391	(831)		188,560
Accounts payable		(2,661)	—		(2,661)
Accrued expenses		(12,319)	486		(11,833)
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


	Preliminary		Measurement Period Adjustments		Final
Cash	$	2,881	—		$	2,881
Accounts receivable	22,581		11		22,592
Prepaid and other current assets	17,827		281		18,108
Property and equipment	332		(15)		317
Intangible assets	119,100		—		119,100
Goodwill	189,391		(909)		188,482
Accounts payable	(2,661)		—		(2,661)
Accrued expenses	(12,319)		(803)		(13,122)
Accrued compensation	(12,867)		349		(12,518)
Deferred revenue	(5,855)		(48)		(5,903)
Deferred tax liabilities	(22,776)		1,134		(21,642)
Other liabilities	(1,468)		—		(1,468)
Total consideration for Complex Networks	$	294,166	$	—	$	294,166


		Weighted Average
	Asset Fair Value	Useful Life (Years)
Trademarks & tradenames	97,000	15
Customer relationships	17,000	4
Developed technology	5,100	3


	Asset Fair Value	Weighted Average Useful Life (Years)
Trademarks & tradenames	97,000	15
Customer relationships	17,000	4
Developed technology	5,100	3


Fair value of common stock issued⁽¹⁾	$	24,064
Working capital adjustments		(490)
Total consideration	$	23,574


	March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	—	$	—	$	—
Total	$	—	$	—	$	—	$	—
Liabilities:
Derivative liability	$	—	$	—	$	6,450	$	6,450
Other non-current liabilities:
Public Warrants		8,107		—		—		8,107
Private Warrants		—		247		—		247
Total	$	8,107	$	247	$	6,450	$	14,804


	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


	Derivative
	Liability
Balance as of December 31, 2021	$	4,875
Change in fair value of derivative liability		1,575
Balance as of March 31, 2022	$	6,450


	March 31,2022		December 31,2021
Website and internal-use software	$	85,461	$	81,908
Less: Accumulated amortization		(67,559)		(65,354)
Net Carrying Value	$	17,902	$	16,554


	March 31, 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	$	2,628	$	7,972	3	$	10,600	$	1,745	$	8,855
Trademarks and Trade Names		15		111,000		3,206		107,794	15		111,000		1,356		109,644
Trademarks and Trade Names		Indefinite		1,368		—		1,368	Indefinite		1,368		—		1,368
Customer Relationships		4		17,000		1,417		15,583	4		17,000		354		16,646
Total			$	139,968	$	7,251	$	132,717		$	139,968	$	3,455	$	136,513


Remainder of 2022	$	11,387
2023		15,183
2024		13,438
2025		11,296
2026		7,400
Thereafter		72,645
Total	$	131,349


	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


			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	593			4.33
Exercised	(308)			1.02
Forfeited	(83)			6.48
Expired	(407)			7.38
Balance as of March 31, 2022	4,355			6.29	4.03		1,766
Expected to vest at March 31, 2022	4,355			6.29	4.03		1,766
Exercisable at March 31, 2022	3,274			6.18	2.38		1,261


		Weighted Average Grant-
	Shares	Date Fair Value
Outstanding as of December 31, 2021	5,235	$	8.88
Granted	4,438		4.33
Vested	(167)		5.73
Forfeited	(32)		6.32
Outstanding as of March 31, 2022	9,474	$	6.82


	March 31, 2022
Supplemental cash flow information:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating lease liabilities	$	8,419


Year	Operating Leases
Remainder of 2022	$	25,769
2023		32,174
2024		23,859
2025		21,123
2026		8,415
Thereafter		2,574
Total lease payments		113,914
Less: imputed interest		(23,482)
Total	$	90,432


	March 31, 2022		December 31, 2021
Individual Monetization:
Feature films in production	$	4,513	$	3,690
Total	$	4,513	$	3,690