Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-39877 | |
Entity Registrant Name | BuzzFeed, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3022075 | |
Entity Address State Or Province | NY | |
Entity Address, Address Line One | 111 East 18th Street | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10003 | |
City Area Code | 646 | |
Local Phone Number | 589-8592 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001828972 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false | |
Class A common stock | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | BZFD | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 116,688,959 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 12,293,614 | |
Class C common stock | ||
Entity Common Stock, Shares Outstanding | 6,478,031 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | BZFDW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
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 |
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 | ||
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 |
Class A common stock | ||
Stockholders' equity | ||
Common stock | 12 | 11 |
Class B Common Stock | ||
Stockholders' equity | ||
Common stock | 1 | 1 |
Class C common stock | ||
Stockholders' equity | ||
Common stock | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable allowance | $ 1,668 | $ 1,094 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock ,shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 116,689,000 | 116,175,000 |
Common stock shares outstanding | 116,689,000 | 116,175,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock ,shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 12,294,000 | 12,397,000 |
Common stock shares outstanding | 12,294,000 | 12,397,000 |
Class C common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock ,shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 6,478,000 | 6,478,000 |
Common stock shares outstanding | 6,478,000 | 6,478,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
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) |
Net loss per Class A, Class B and Class C common share - Diluted | $ (0.33) | $ (0.75) |
Basic weighted average common shares outstanding | 136,425 | 15,188 |
Diluted weighted average common shares outstanding | 136,425 | 15,188 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (44,566) | $ (11,325) |
Other comprehensive income (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) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Common StockClass A common stockPreviously reported balance | Common StockClass A common stockRetroactive application of the exchange ratio | Common StockClass A common stock | Common StockClass B Common StockPreviously reported balance | Common StockClass B Common StockRetroactive application of the exchange ratio | Common StockClass B Common Stock | Common StockClass C common stockPreviously reported balance | Common StockClass C common stockRetroactive application of the exchange ratio | Common StockClass C common stockHuffPost | Common StockClass C common stock | Additional paid-in capitalPreviously reported balance | Additional paid-in capitalRetroactive application of the exchange ratio | Additional paid-in capitalHuffPost | Additional paid-in capital | Accumulated deficitPreviously reported balance | Accumulated deficitRetroactive application of the exchange ratio | Accumulated deficit | Accumulated other comprehensive (loss) incomePreviously reported balance | Accumulated other comprehensive (loss) incomeRetroactive application of the exchange ratio | Accumulated other comprehensive (loss) income | Parent [Member]Previously reported balance | Parent [Member]Retroactive application of the exchange ratio | Parent [Member]HuffPost | Parent [Member] | Noncontrolling Interest [Member]Previously reported balance | Noncontrolling Interest [Member]Retroactive application of the exchange ratio | Noncontrolling Interest [Member]HuffPost | Noncontrolling Interest [Member] | Class A common stock | Class B Common Stock | Class C common stock | Previously reported balance | Retroactive application of the exchange ratio | HuffPost | Total |
Balance at beginning at Dec. 31, 2020 | $ 1 | $ 36,373 | $ (346,818) | $ (3,359) | $ (313,803) | $ (313,803) | |||||||||||||||||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 1,540 | 10,439 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock-based compensation | 138 | 138 | 138 | ||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 142 | 142 | 142 | ||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 6 | 49 | |||||||||||||||||||||||||||||||||
Other comprehensive income | (329) | (329) | (329) | ||||||||||||||||||||||||||||||||
Net loss | (11,367) | (11,367) | $ (18) | (11,385) | |||||||||||||||||||||||||||||||
Issuance of common stock | $ 1 | 34,999 | 35,000 | 35,000 | |||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 3,839 | ||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Increase from Business Combination | $ 24,064 | $ 24,064 | $ 2,122 | $ 26,186 | |||||||||||||||||||||||||||||||
Noncontrolling Interest, Increase from Business Combination (in shares) | 2,639 | ||||||||||||||||||||||||||||||||||
Balance at end at Mar. 31, 2021 | $ 1 | $ 1 | 95,716 | (358,185) | (3,688) | (266,155) | 2,104 | (264,051) | |||||||||||||||||||||||||||
Balance at end (in shares) at Mar. 31, 2021 | 1,546 | 10,488 | 6,478 | ||||||||||||||||||||||||||||||||
Balance at beginning at Dec. 31, 2021 | $ 11 | $ 1 | $ 1 | $ 695,869 | $ (322,106) | $ (3,233) | $ 370,543 | $ 2,044 | $ 372,587 | 372,587 | |||||||||||||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2021 | 116,175 | 12,397 | 6,478 | 116,175 | 12,397 | 6,478 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock-based compensation | 3,940 | 3,940 | 3,940 | ||||||||||||||||||||||||||||||||
Other comprehensive income | $ (103) | (103) | (103) | ||||||||||||||||||||||||||||||||
Net loss | $ (44,894) | (44,894) | $ 164 | (44,730) | |||||||||||||||||||||||||||||||
Issuance of common stock in connection with share-based plans | $ 1 | $ 358 | $ 359 | 359 | |||||||||||||||||||||||||||||||
Issuance of common stock in connection with share-based plans (in shares) | 411 | ||||||||||||||||||||||||||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 103 | (103) | |||||||||||||||||||||||||||||||||
Balance at end at Mar. 31, 2022 | $ 12 | $ 1 | $ 1 | $ 700,167 | $ (367,000) | $ (3,336) | $ 329,845 | $ 2,208 | $ 332,053 | $ 332,053 | |||||||||||||||||||||||||
Balance at end (in shares) at Mar. 31, 2022 | 116,689 | 12,294 | 6,478 | 116,689 | 12,294 | 6,478 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 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) |
Unrealized gain on investment | (1,260) | |
Noncash 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, net of right-of-use assets | (5,517) | |
Deferred revenue | 1,461 | (284) |
Unrealized Gain (Loss) on Investments | 1,260 | |
Provision for doubtful accounts | 574 | (515) |
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 |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2022 | |
Description of the Business | |
Description of the Business | 1. Description of the Business BuzzFeed, Inc. (referred to herein, collectively with its subsidiaries, as “BuzzFeed” or the “Company”) is a global media company with social, content-driven publishing technology. BuzzFeed provides breaking news, original reporting, entertainment, and video across its owned and operated brands and the social web to its global audience. BuzzFeed derives its revenue primarily from content, advertising and commerce sold to leading brands. The Company has one reportable segment. On December 3, 2021 (the “Closing Date”), the Company consummated the previously announced business combinations in connection with (i) that certain Agreement and Plan of Merger, dated June 24, 2021 (as amended, the “Merger Agreement”), by and among 890 5th Avenue Partners, Inc., a Delaware corporation (“890”), Bolt Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of 890 (“Merger Sub I”), Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of 890 (“Merger Sub II”), and BuzzFeed, Inc., a Delaware corporation (“ Legacy BuzzFeed”), pursuant to which (a) Merger Sub I merged with and into Legacy BuzzFeed (the “First Merger”), with Legacy BuzzFeed surviving the First Merger as a wholly-owned subsidiary of 890 and (b) immediately following the First Merger, Legacy BuzzFeed merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Two-Step Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of 890; and (ii) the Membership Interest Purchase Agreement, dated as of March 27, 2021 (as amended, the “C Acquisition Purchase Agreement”), by and among Legacy BuzzFeed, CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc., pursuant to which the surviving entity acquired 100% of the membership interests of CM Partners, LLC. CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” The Two-Step Merger and the other transactions contemplated by the Merger Agreement, including the acquisition by the surviving entity of Complex Networks, are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Liquidity As of and for the 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. In addition, pursuant to subscription agreements entered into in connection with the Merger Agreement, the Company issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 concurrently with the closing of the Business Combination (the “Notes”). Holders of 27,133,519 shares of 890 Class A common stock sold in 890’s initial public offering (the “Public Shares”) properly exercised their right to have their public shares redeemed for a full pro rata portion of the trust account holding the proceeds from 890’s initial public offering, calculated as of two The following table summarizes the proceeds raised and issuance costs incurred related to the Business Combination. The total net proceeds from the reverse recapitalization were paid in December 2021, except for $0.6 million which was paid in the first quarter of 2022. 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 After giving effect to the Business Combination (including the issuance of 10,000,000 shares of BuzzFeed Class A common stock pursuant to the C Acquisition Purchase Agreement), the redemption of Public Shares as described above and the separation of the former 890 units, as of the Closing Date, there were 110,789,875 shares of BuzzFeed Class A common stock issued and outstanding outstanding outstanding The Two-Step Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded (the “Reverse Recapitalization”). Under this method of accounting, 890 was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy BuzzFeed issuing stock for the net assets of 890, accompanied by a recapitalization. The net assets of 890 were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of Legacy BuzzFeed. The determination of Legacy BuzzFeed being the accounting acquirer for the Two-Step Merger was primarily based on evaluation of the following facts and circumstances: (i) Legacy BuzzFeed’s existing stockholders own the majority of the shares and have the majority of the voting interests in BuzzFeed with more than 97% of the voting interests; (ii) Legacy BuzzFeed appointed the majority of the directors on BuzzFeed’s Board; (iii) Legacy BuzzFeed’s existing management comprises the majority of the management of BuzzFeed; (iv) Legacy BuzzFeed is the larger entity based on historical revenues and business operations and comprises the majority of the ongoing operations of BuzzFeed; and (v) Legacy BuzzFeed assumed BuzzFeed’s name. In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy BuzzFeed’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy BuzzFeed redeemable convertible preferred stock (other than Series F Preferred Stock and Series G Preferred Stock) and Legacy BuzzFeed common stock prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 0.306 established in the Business Combination. Shares of Legacy BuzzFeed Series F Preferred Stock and Series G Preferred Stock have been retroactively restated based on the exchange into 30,880,000 shares of BuzzFeed Class A common stock established in the Business Combination. BuzzFeed Class A common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “BZFD” and “BZFDW,” respectively, on December 6, 2021. COVID-19 In March 2020, the World Health Organization declared the viral strain of COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 and the resulting economic contraction has resulted in increased business uncertainty and significantly impacted our business and results of operations. We believe that the COVID-19 pandemic drove a shift in commerce from offline to online, including an increase in online shopping, which we believe contributed to the rapid growth we experienced in our commerce revenue for fiscal 2020. However, the growth of our commerce revenue has decelerated during 2021 and continuing in the first quarter of 2022 as shelter-in-place orders were lifted, consumers returned to shopping in stores, and retailers struggled with supply chain disruptions and labor shortages. The continued duration and severity of the COVID-19 pandemic is uncertain, rapidly changing, and difficult to predict. The degree to which COVID-19-related disruptions impact the Company’s future results will depend on future developments, which are outside of the Company’s control, including, but not limited to, the duration of the pandemic, its severity, the success of actions taken to contain or prevent the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Our growth rate may continue to be impacted by additional macroeconomic factors beyond our control, such as inflation, retail businesses reopening, increased consumer spending on travel and other discretionary items, and the absence of new U.S. and other government economic stimulus programs, among other things. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Financial Statements and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. As such, the accompanying condensed consolidated financial statements and these related notes should be read in conjunction with the Company’s consolidated financial statements and related notes as of and for the year ended December 31, 2021, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2022. The condensed consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries, and any variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year figures have been reclassified to conform to current period presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process actual results could differ from those estimates. Key estimates and assumptions relate primarily to revenue recognition, fair values of intangible assets acquired in business combinations, valuation allowances for deferred income tax assets, allowance for doubtful accounts, fair value of the derivative liability, fair values used for stock-based compensation in periods prior to the Business Combination, useful lives of fixed assets, and capitalized software costs. Recently Adopted Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software In October 2021, the FASB issued ASU No.2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity On January 1, 2021, the Company adopted the amended guidance in ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials produced films and television series. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2022 | |
Acquisitions and Dispositions | |
Acquisitions and Dispositions | 3. Acquisitions and Dispositions C Acquisition On December 3, 2021, the Company completed the acquisition of 100% of the members’ interests of Complex Networks, a publisher of online media content targeting Millennial and Gen Z consumers (the “C Acquisition”). The following table summarizes the fair value of consideration exchanged as a result of the C Acquisition: Cash consideration (1) $ 197,966 Share consideration (2) 96,200 Total consideration $ 294,166 (1) — (2) — The following table summarizes the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the C Acquisition. The purchase price allocation for the assets acquired and liabilities assumed may be subject to change as additional information is obtained during the acquisition measurement period. As the Company continues to finalize the fair value of assets acquired and liabilities assumed, purchase price adjustments have been recorded and additional purchase price adjustments may be recorded during the measurement period. The Company reflects measurement period adjustments in the period in which the adjustments occur. Measurement Period Preliminary Adjustments Updated Preliminary Cash $ 2,881 — $ 2,881 Accounts receivable 22,581 11 22,592 Prepaid and other current assets 17,827 — 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 The table below indicates the estimated fair value of each of the identifiable intangible assets: Weighted Average Asset Fair Value Useful Life (Years) Trademarks & tradenames 97,000 15 Customer relationships 17,000 4 Developed technology 5,100 3 The fair values of the intangible assets were estimated using Level 3 inputs. The fair value of trademarks and trade names was determined using the relief from royalty method, the fair value of customer relationships was determined using the multi-period excess earnings approach, and the fair value of acquired technology was determined using the replacement cost approach. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired resulted in $188.6 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes. Pro Forma Financial Information The following unaudited pro forma information has been presented as if the C Acquisition occurred on January 1, 2020. The information is based on the historical results of operations of Complex Networks, adjusted for: 1. The allocation of purchase price and related adjustments, including adjustments to amortization expense related to the fair value of intangible assets acquired; 2. Impacts of issuance of the Notes to partially fund the acquisition, including interest; 3. The movement and allocation of all acquisition-related costs incurred during the three months ended March 31, 2021 to the three months ended March 31, 2020; 4. Associated tax-related impacts of adjustments; and 5. Changes to align accounting policies. The pro forma results do not necessarily represent what would have occurred if the C Acquisition had taken place on January 1, 2020, nor do they represent the results that may occur in the future. The pro forma adjustments were based on available information and upon assumptions that the Company believes are reasonable to reflect the impact of this acquisition on the Company’s historical financial information on a supplemental pro forma basis. The following table presents the Company’s pro forma combined revenue and net loss. Three Months Ended 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. During the year ended December 31, 2021, the Company finalized the fair value of assets acquired and liabilities assumed. Measurement period adjustments were reflected in the fourth quarter of 2021, which is the period in which the adjustments occurred. The adjustments resulted from deferred income tax adjustments. Measurement Period Preliminary Adjustments Final Cash and cash equivalents $ 5,513 $ — $ 5,513 Accounts receivable 3,383 — 3,383 Prepaid and other current assets 611 — 611 Deferred tax assets 116 15 131 Property and equipment 620 — 620 Intangible assets 19,500 — 19,500 Goodwill 5,927 (437) 5,490 Accounts payable (1,410) — (1,410) Accrued expenses (4,249) — (4,249) Deferred tax liabilities (4,251) 422 (3,829) Other liabilities (63) — (63) Noncontrolling interests (2,123) — (2,123) Total consideration for HuffPost $ 23,574 $ — $ 23,574 The fair values of the intangible assets were estimated using Level 3 inputs. The fair value of trademarks and trade names was determined using the relief from royalty method and the fair value of acquired technology was determined using the replacement cost approach. The useful lives of the acquired trademarks and trade names and acquired technology are 15 years and three years, respectively. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired resulted in $5.5 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes. The HuffPost Acquisition did not have a material impact on the Company’s revenue or net loss for the three months ended March 31, 2021. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition | |
Revenue Recognition | 4. Revenue Recognition Disaggregated Revenue The table below presents the Company’s revenue disaggregated based on the nature of its arrangements. Management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts. Three Months Ended 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 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 Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities). The payment terms and conditions within the Company’s contracts vary by type, the substantial majority of which require that customers pay for their services on a monthly or quarterly basis, as the services are being provided. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). In addition, we have determined our contracts generally do not include a significant financing component. The Company’s contract assets are presented in Prepaid and other current assets on the accompanying condensed consolidated balance sheets and totaled $6.8 million and $13.3 million at March 31, 2022 and December 31, 2021, respectively. These amounts relate to revenue recognized during the respective year that is expected to be invoiced and collected in the next twelve months. The Company’s contract liabilities, which are recorded in Deferred revenue on the accompanying condensed consolidated balance sheets, are expected to be recognized as revenues during the succeeding twelve-month period. Deferred revenue totaled and $3.1 million and $1.7 million at March 31, 2022 and December 31, 2021, respectively. The amount of revenue recognized during the three months ended March 31, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $1.0 million. Transaction Price Allocated to Remaining Performance Obligations We have certain licensing contracts with minimum guarantees and terms extending beyond one year. Revenue to be recognized related to the remaining performance obligations was $3.0 million at March 31, 2022 and is expected to be recognized over the next three years. This amount does not include: (i) contracts with an original expected duration of one year or less, such as advertising contracts, (ii) variable consideration in the form of sales-based royalties, and (iii) variable consideration allocated entirely to wholly unperformed performance obligations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 5. Fair Value Measurements The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are summarized below: 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 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 and December 31, 2021 includes public and private warrants that were originally issued by 890, but which were assumed by the Company as part of the Closing of the Business Combination (the “Public Warrants” and “Private Warrants”, respectively, or together, the “Public and Private Warrants”). The Public and Private Warrants are recorded on the balance sheet at fair value. The carrying amount is subject to remeasurement at each balance sheet date. With each remeasurement, the carrying amount is adjusted to fair value, with the change in fair value recognized in the Company’s condensed consolidated statements of operations and comprehensive loss. The Public Warrants are publicly traded under the symbol “BZFDW”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The closing price of the Public Warrants was $0.85 and $0.50 as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, Level 3 instruments consisted of the Company’s derivative liability related to the Notes. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. To measure the fair value of the derivative liability, the Company compared the calculated value of the Notes with the indicated value of the host instrument, defined as the straight-debt component of the Notes. The difference between the value of the straight-debt host instrument and the fair value of the Notes resulted in the value of the derivative liability. The value of the straight-debt host instrument was estimated based on a binomial lattice model, excluding the conversion option and the make-whole payment upon conversion. The following table provides quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability: 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 % 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 There were no transfers between fair value measurement levels during the three months ended March 31, 2022. Equity Investment For equity investments in entities that the Company does not exercise significant influence over, if the fair value of the investment is not readily determinable, the investment is accounted for at cost, and adjusted for subsequent observable price changes. If the fair value of the investment is readily determinable, the investment is accounted for at fair value. The Company reviews equity investments without readily determinable fair values at each period end to determine whether they have been impaired. As of March 31, 2022 and December 31, 2021, the Company had an investment in equity securities of a privately-held company without a readily determinable fair value. The total carrying value of the investment, included in prepaid and other assets on the condensed consolidated balance sheets, was $3.6 million and $2.3 million as of March 31, 2022 and December 31, 2021, 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. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment, net | |
Property and Equipment, net | 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 Depreciation totaled $2.5 million and $1.9 million for the three months ended March 31, 2022 and 2021, respectively, included in Depreciation and amortization expense. |
Capitalized Software Costs, net
Capitalized Software Costs, net | 3 Months Ended |
Mar. 31, 2022 | |
Capitalized Software Costs, net | |
Capitalized Software Costs, net | 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 the three months ended March 31, 2022 and 2021, the Company capitalized $3.6 million and $1.3 million, respectively, included in Capitalized software costs and amortized $2.2 million and $3.0 million, respectively, included in Depreciation and amortization expense. |
Intangible Assets, net
Intangible Assets, net | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, net | |
Intangible Assets, net | 8. Intangible Assets, net The following table presents the detail of intangible assets for the periods presented and the weighted average remaining useful lives: 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 intangible assets for the three months ended March 31, 2022 and 2021 was $3.8 Estimated future amortization expense as of March 31, 2022 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 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Debt | 9. Debt Revolving Credit Facility On December 30, 2020, the Company entered into a new three-year, $50.0 million, revolving loan and standby letter of credit facility agreement (the “Revolving Credit Facility”). The Revolving Credit Facility provides for the issuance of up to $15.5 million of standby letters of credit and aggregate borrowings under the Revolving Credit Facility are generally limited to 95% of qualifying investment grade accounts receivable and 90% of qualifying non-investment grade accounts receivable, subject to adjustment at the discretion of the lenders. The Revolving Credit Facility includes covenants that, among other things, require the Company to maintain at least $25.0 million of unrestricted cash at all times, and limits the ability of the Company to incur additional indebtedness, pay dividends, hold unpermitted investments, or make material changes to the business. The Company was in compliance with the financial covenant as of 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. Borrowings under the Revolving Credit Facility bear interest at LIBOR, subject to a floor rate of 0.75%, plus a margin of 3.75% to 4.25%, depending on the level of the Company’s utilization of the facility (4.50% at March 31, 2022), and subject to a monthly minimum utilization of $15.0 million. The facility also includes an unused commitment fee of 0.375%. The Company had outstanding borrowings of $28.5 million and outstanding letters of credit of $15.5 million under the Revolving Credit Facility at March 31, 2022 and December 31, 2021. The total unused borrowing capacity was $6.0 million and $5.4 million as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the Company had $0.3 million of costs in connection with the issuance of debt included in prepaid and other assets in the condensed consolidated balance sheet. Convertible Notes In June 2021, the Company entered into subscription agreements with certain purchasers to sell $150.0 million aggregate principal amount of unsecured convertible notes due 2026. In connection with the Business Combination, the Company completed the Convertible Note Financing of $150.0 million of unsecured convertible notes. The Notes bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes are convertible into shares of Class A common stock, or a combination of cash and Class A common stock, at the Company’s election, at an initial conversion price of $12.50 and mature on December 3, 2026. The Company may, at its election, force conversion of the Notes after the third anniversary of the issuance of the Notes, subject to a holder’s prior right to convert and certain other conditions, if the volume-weighted average trading price of the BuzzFeed Class A common stock is greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days. In the event that a holder of the Notes elects to convert its Notes after the one year anniversary, and prior to the three-year anniversary, of the issuance of the Notes, the Company will be obligated to pay an amount equal to: (i) from the one year anniversary of the issuance of the Notes to the two year anniversary of the issuance of the Notes, an amount equal to 18 month’s interest declining ratably on a monthly basis to 12 month’s interest on the aggregate principal amount of the Notes so converted and (ii) from the two year anniversary of the issuance of the Notes to the three year anniversary of the issuance of the Notes, an amount equal to 12 month’s interest declining ratably on a monthly basis to zero month’s interest, in each case, on the aggregate principal amount of the Notes so converted (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash. Without limiting a holder’s right to convert the Notes at its option, interest will cease to accrue on the Notes during any period in which the Company would otherwise be entitled to force conversion of the Notes, but is not permitted to do so solely due to the failure of a trading volume condition specified in the indenture governing the Notes. Each holder of a Note will have the right to cause the Company to repurchase for cash all or a portion of the Notes held by such holder (i) at any time after the third anniversary of the closing date, at a price equal to par plus accrued and unpaid interest; or (ii) at any time upon the occurrence of a fundamental change (as defined in the indenture governing the Notes), at a price equal to 101% of par plus accrued and unpaid interest. The indenture governing the Notes includes restrictive covenants that, among other things, limit the Company’s ability to incur additional debt or liens, make restricted payments or investments, dispose of significant assets, transfer intellectual property, or enter into transactions with affiliates. In accounting for the Notes, the Company bifurcated a derivative liability representing the conversion option, with a fair value at issuance of $31.6 million. To measure the fair value of the derivative liability, the Company compared the calculated value of the Notes with the indicated value of the host instrument, defined as the straight-debt component of the Notes. The difference between the value of the straight-debt host instrument and the fair value of the Notes resulted in the value of the derivative liability. The value of the straight-debt host instrument was estimated based on a binomial lattice model, excluding the conversion option and the make-whole payment upon conversion. The derivative liability is remeasured at each reporting date with the resulting gain or loss recorded in Change in fair value of derivative liability within the condensed consolidated statements of operations. Interest expense on the Notes is recognized at an effective interest rate of 15% and totaled $4.3 million for the three months ended March 31, 2022, of which amortization of the debt discount and issuance costs comprised $1.2 million. The net carrying amount of the Notes as of March 31, 2022 and December 31, 2021 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 The fair value of the Notes was approximately $127.5 million and $126.0 million as of March 31, 2022 and December 31, 2021, respectively. The fair value of the Notes was estimated using Level 3 inputs. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2022 | |
Redeemable Noncontrolling Interest | |
Redeemable Noncontrolling Interest | 10. The redeemable noncontrolling interest represents the interests in BuzzFeed Japan held by Yahoo Japan, which is puttable to the Company in certain conditions, none of which were met at March 31, 2022, including material breach of the Joint Venture Agreement with Yahoo Japan (“JVA”) by the Company or the bankruptcy or liquidation of the Company. The redeemable noncontrolling interest is presented outside of the permanent equity on the Company’s condensed consolidated balance sheets as the put right is outside of the Company’s control. Pursuant to the terms of the original JVA, Yahoo Japan held a 49% interest in BuzzFeed Japan. On May 1, 2021, The HuffingtonPost Japan, Limited, a consolidated subsidiary, merged into BuzzFeed Japan. As a result of the merger, Yahoo Japan’s interest in the combined entity was diluted to 24.5%. The table below presents the reconciliation of changes in redeemable noncontrolling interest: 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 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Common Stock In connection with the closing of the Business Combination, the Company authorized the issuance of 700,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of Class C common stock, par value $0.0001 per share. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to fifty votes. Class C common stock is non-voting. Preferred Stock In connection with the closing of the Business Combination, the Company authorized the issuance of 50,000,000 shares of preferred stock, par value $0.0001 per share. The board of directors is authorized, without further stockholder approval, to issue such preferred stock in one or more series, to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. There were no issued and outstanding shares of preferred stock as of March 31, 2022 or December 31, 2021. Stock-Based Compensation Stock Options A summary of the stock option activity under the Company’s equity incentive plans is presented below: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Shares Price Term Value Balance as of December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Granted 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 As of March 31, 2022, the total share-based compensation costs not yet recognized related to unvested stock options was $3.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 1.5 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 As of March 31, 2022, there was approximately $23.3 million of unrecognized compensation costs related to RSUs. Included in the above are 2.5 million RSUs that vest based on service and upon the occurrence of a sale transaction (“Acquisition”) or the completion of an initial public offering (“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. 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 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 12. Net loss per share is computed using the two-class method. Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the effect of the assumed exercise of stock options, the vesting of RSUs, the exercise of warrants, the conversion of the Notes, and the conversion of convertible preferred stock only in the periods in which such effect would have been dilutive. Holders of convertible preferred stock did not participate in losses and, accordingly, losses for the three months ended March 31, 2021 were allocated entirely to holders of Class A, Class B, and Class C common stock. 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) 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 Additionally, the calculation of diluted loss per share excluded 2.5 million and 5.3 million RSUs at March 31, 2022 and 2021, respectively, for which the related liquidity condition had not been met. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | 13. The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. Three Months Ended March 31, 2022 2021 Income tax provision (benefit) $ 350 $ (4,816) Effective tax rate (0.8) % 29.8 % For the three months ended March 31, 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 basis; however, the Company recorded a $4.3 million discrete tax benefit related to the release of a portion of the Company’s previously established valuation allowance to offset deferred tax liabilities arising from the HuffPost Acquisition. The Company, or one of its subsidiaries, files its tax returns in the U.S. and certain state and foreign income tax jurisdictions with varying statute of limitations. The major jurisdictions in which the Company is subject to potential examination by tax authorities are the United States, the United Kingdom, Japan, and Canada. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring Costs | |
Restructuring Costs | 14. On March 22, 2022, in connection with the acquisition of Complex Networks, the Company approved certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | 15. The Company leases office space under non-cancelable operating leases with various expiration dates through 2029. The Company accounts for leases under ASC 842 by recording right-of-use assets and liabilities. The right-of-use asset represents the Company’s right to use underlying assets for the lease term and the lease liability represents the Company’s obligation to make lease payments under the lease. The Company determines if an arrangement is or contains a lease at contract inception and exercises judgment and applies certain assumptions when determining the discount rate, lease term and lease payments. ASC 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, the Company does not have knowledge of the rate implicit in the lease and, therefore, uses its incremental borrowing rate for a lease. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain of the Company’s lease agreements include escalating lease payments. Additionally, certain lease agreements contain renewal provisions and other provisions which require the Company to pay taxes, insurance, or maintenance costs. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease rent income is recognized as an offset to rent expense on a straight-line basis over the lease term. In addition to sublease rent, other costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs. The following illustrates the lease costs for the three months ended March 31, 2022: March 31, 2022 Operating lease cost $ 7,727 Sublease income (1,829) Total lease cost $ 5,898 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 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 Other information related to leases was as follows: 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 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 Sublease receipts to be received in the future under noncancelable subleases as of March 31, 2022 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 Future minimum lease payments under leases having initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2021 are as follows: Year Amount 2022 $ 33,817 2023 31,910 2024 23,885 2025 21,148 2026 8,441 Thereafter 2,642 Total $ 121,843 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 16. Guarantees In September 2018, at the time of its equity investment in a private company, the Company agreed to guarantee the lease of the investee’s premises in New York. In October 2020, the investee renewed its lease agreement, and the Company’s prior guarantee was replaced with a new guarantee of up to $5.4 million. The amount of the guarantee is reduced as the investee makes payments under the lease. As of March 31, 2022, the maximum amount of the guarantee was $2.3 million, and no liability was recognized with respect to the guarantee. In the course of its business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not fulfill its obligations under an indemnification obligation. The Company records a liability for indemnification obligations and other contingent liabilities when probable and reasonably estimable. Legal Matters The Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of such matters cannot be predicted with certainty and the impact that the final resolution of such matters will ultimately have on the Company’s condensed consolidated financial statements is not known, we do not believe that the resolution of these matters will have a material adverse effect on the Company’s future results of operations or cash flows. The Company settled or resolved certain legal matters during the three months ended March 31, 2022 and 2021 that did not individually or in the aggregate have a material impact on the Company’s business or its condensed consolidated balance sheets, results of operations or cash flows. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information | |
Segment Information | 17. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has determined that its chief executive officer (“CEO”) is its CODM who makes resource allocation decisions and assesses performance based upon financial information at the consolidated level. The Company manages its operations as a single segment for the purpose of assessing and making operating decisions. Since the Company operates in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements. |
Related party Transactions
Related party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 18. The Company recognized revenue from NBCUniversal Media, LLC (“NBCU”) of $0.5 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The Company recognized expenses under contractual obligations from NBCU of $0.2 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. The Company had outstanding receivable balances of $0.6 million and $1.2 million from NBCU as of March 31, 2022 and December 31, 2021, respectively. The Company had outstanding payable balances of $0.5 million and $0.3 million to NBCU as of March 31, 2022 and December 31, 2021, respectively. |
Supplemental Disclosures
Supplemental Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Disclosures | |
Supplemental Disclosures | 19. Supplemental Disclosures Film Costs Film costs, which were included in prepaid and other assets on the condensed consolidated balance sheets, were as follows: March 31, 2022 December 31, 2021 Individual Monetization: Feature films in production $ 4,513 $ 3,690 Total $ 4,513 $ 3,690 No amortization of film costs was recorded during the three months ended March 31, 2022 or 2021. 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 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events. | |
Subsequent Events | 20. Subsequent Events On May 6, 2022, the BuzzFeed News Union ratified a collective bargaining agreement with the Company. Also on May 6, 2022, the Company presented BuzzFeed News employees 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. The amount of expense the Company will recognize will depend on the number of employees who accept the voluntary buyout proposal, as well as their respective salaries 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 restructuring activities. On May 12, 2022, the Board of Directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting 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 second 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Polices) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Financial Statements and Principles of Consolidation | Basis of Financial Statements and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. As such, the accompanying condensed consolidated financial statements and these related notes should be read in conjunction with the Company’s consolidated financial statements and related notes as of and for the year ended December 31, 2021, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2022. The condensed consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries, and any variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year figures have been reclassified to conform to current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process actual results could differ from those estimates. Key estimates and assumptions relate primarily to revenue recognition, fair values of intangible assets acquired in business combinations, valuation allowances for deferred income tax assets, allowance for doubtful accounts, fair value of the derivative liability, fair values used for stock-based compensation in periods prior to the Business Combination, useful lives of fixed assets, and capitalized software costs. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software In October 2021, the FASB issued ASU No.2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity On January 1, 2021, the Company adopted the amended guidance in ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials produced films and television series. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Description of the Business (Ta
Description of the Business (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Description of the Business | |
Summary of proceeds raised and issuance costs incurred in relation to business comnination | Cash from reverse recapitalization $ 16,167 890 reverse recapitalization costs (13,795) BuzzFeed reverse recapitalization costs (14,609) 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 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
C Acquisition | |
Acquisitions and Dispositions | |
Schedule of fair value of consideration exchanged | Cash consideration (1) $ 197,966 Share consideration (2) 96,200 Total consideration $ 294,166 (1) — (2) — |
Schedule of purchase price allocation for the assets acquired and liabilities assumed | Measurement Period Preliminary Adjustments Updated Preliminary Cash $ 2,881 — $ 2,881 Accounts receivable 22,581 11 22,592 Prepaid and other current assets 17,827 — 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 |
Schedule of estimated fair value of each of the identifiable intangible assets | Weighted Average Asset Fair Value Useful Life (Years) Trademarks & tradenames 97,000 15 Customer relationships 17,000 4 Developed technology 5,100 3 |
Schedule of Company's pro forma combined revenues and net income | Three Months Ended March 31, 2021 Revenue $ 92,662 Net loss (18,443) |
HuffPost and Verizon Investment | |
Acquisitions and Dispositions | |
Schedule of fair value of consideration exchanged | Fair value of common stock issued (1) $ 24,064 Working capital adjustments (490) Total consideration $ 23,574 (1) – 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. |
Schedule of purchase price allocation for the assets acquired and liabilities assumed | Measurement Period Preliminary Adjustments Final Cash and cash equivalents $ 5,513 $ — $ 5,513 Accounts receivable 3,383 — 3,383 Prepaid and other current assets 611 — 611 Deferred tax assets 116 15 131 Property and equipment 620 — 620 Intangible assets 19,500 — 19,500 Goodwill 5,927 (437) 5,490 Accounts payable (1,410) — (1,410) Accrued expenses (4,249) — (4,249) Deferred tax liabilities (4,251) 422 (3,829) Other liabilities (63) — (63) Noncontrolling interests (2,123) — (2,123) Total consideration for HuffPost $ 23,574 $ — $ 23,574 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | The table below presents the Company’s revenue disaggregated based on the nature of its arrangements. Management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts. Three Months Ended 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 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Schedule of fair value measurements | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are summarized below: 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 |
Schedule of 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 % |
Schedule of activity of the Level 3 instruments | Derivative Liability Balance as of December 31, 2021 $ 4,875 Change in fair value of derivative liability 1,575 Balance as of March 31, 2022 $ 6,450 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment, net | |
Summary of 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 |
Capitalized Software Costs, n_2
Capitalized Software Costs, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Capitalized Software Costs, net | |
Schedule of capitalized software costs | 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 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, net | |
Summary of intangible assets 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 |
Schedule of Estimated future amortization expense | Estimated future amortization expense as of March 31, 2022 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 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Schedule of net carrying amount of the notes | The net carrying amount of the Notes as of March 31, 2022 and December 31, 2021 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 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Redeemable Noncontrolling Interest | |
Schedule of redeemable non controlling interest | The table below presents the reconciliation of changes in redeemable noncontrolling interest: 2022 2021 Balance as of January 1, $ 2,294 $ 848 Allocation of net (income) loss 164 60 Balance as of March 31, $ 2,458 $ 908 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Schedule of fair value of stock option awards valuation assumptions | Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Shares Price Term Value Balance as of December 31, 2021 4,560 $ 6.29 3.07 $ 2,670 Granted 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 |
Schedule of the restricted stock unit activity | Weighted Average Grant- Shares Date Fair Value Outstanding as of December 31, 2021 5,235 $ 8.88 Granted 4,438 4.33 Vested (167) 5.73 Forfeited (32) 6.32 Outstanding as of March 31, 2022 9,474 $ 6.82 |
Schedule of Stock-Based Compensation Expense | 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 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss Per Share | |
Summary of computation of basic and diluted income (loss) per share | The table below presents the computation of basic and diluted net loss per share: Three Months Ended 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) |
Summary of shares excluded from the computation of diluted loss per share | The table below presents the details of securities that were excluded from the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive: Three Months Ended 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Schedule of provision (benefit) for income taxes | Three Months Ended March 31, 2022 2021 Income tax provision (benefit) $ 350 $ (4,816) Effective tax rate (0.8) % 29.8 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of operating lease assets and liabilities | 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 |
Schedule of other information relating to leases | 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 % |
Schedule of maturities of lease liabilities | 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 |
Schedule of sublease receipts to be received in the future under noncancelable subleases | Year Amount Remainder of 2022 $ 5,505 2023 7,204 2024 7,048 2025 7,048 2026 2,763 Thereafter 178 Total $ 29,746 |
Schedule of components of Lease cost | March 31, 2022 Operating lease cost $ 7,727 Sublease income (1,829) Total lease cost $ 5,898 |
Schedule of Future minimum lease payments | Year Amount 2022 $ 33,817 2023 31,910 2024 23,885 2025 21,148 2026 8,441 Thereafter 2,642 Total $ 121,843 |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Disclosures | |
Schedule of film costs | March 31, 2022 December 31, 2021 Individual Monetization: Feature films in production $ 4,513 $ 3,690 Total $ 4,513 $ 3,690 |
Schedule of supplemental cash flow information | 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 |
Description of the Business (De
Description of the Business (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Number of Reportable Segments | segment | 1 | ||
Cash and cash equivalents | $ 74,540 | $ 79,733 | |
Net loss | (44,566) | $ (11,325) | |
Accumulated deficit | $ (367,000) | $ (322,106) | |
CM Partners, LLC | |||
Percentage of membership interests acquired | 100.00% |
Description of the Business - P
Description of the Business - Proceeds raise and issuance costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash from reverse recapitalization | $ 16,167 |
Reverse recapitalization costs | (14,609) |
Reverse recapitalization | (12,237) |
Proceeds from Notes | 150,000 |
Issuance costs | (6,757) |
Issuance costs settled in stock | 563 |
Proceeds from issuance of convertible notes, net of issuance costs | 143,806 |
Reverse recapitalization | 600 |
Eight Hundred And Ninety In Fifth Avenue Partners, Inc [Member] | |
Reverse recapitalization costs | $ (13,795) |
Description of the Business - B
Description of the Business - Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of public shares exercised the right to redemption | 2 days | |
Redemption price per public share | $ 10 | |
Redemption value of public shares | $ 271.3 | |
Number of business days considered in the calculation of redemption price of public shares | 2 days | |
Amounts held in Trust account | $ 16.2 | |
Unsecured Convertible Notes, Due 2026 [Member] | ||
Aggregate principal amount | $ 150 | |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Number of common shares issued | 27,133,519 | |
Common stock, shares issued | 116,689,000 | 116,175,000 |
Common stock shares outstanding | 116,689,000 | 116,175,000 |
Class A common stock | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 12,294,000 | 12,397,000 |
Common stock shares outstanding | 12,294,000 | 12,397,000 |
Class C common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,478,000 | 6,478,000 |
Common stock shares outstanding | 6,478,000 | 6,478,000 |
Common Class F [Member] | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
BuzzFeed, Inc. [Member] | ||
Common stock, par value | $ 11.50 | |
Percentage of voting interests held | 97.00% | |
BuzzFeed, Inc. [Member] | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
Number of shares issued in exchange fore each share | 0.306 | |
BuzzFeed, Inc. [Member] | Class A common stock | ||
Number of shares issued in acquisition | 10,000,000 | |
Common stock, shares issued | 110,789,875 | |
Common stock shares outstanding | 110,789,875 | |
BuzzFeed, Inc. [Member] | Class A common stock | Business Combination Aggrement [Member] | ||
Common stock, par value | $ 0.0001 | |
Number of shares issued in exchange fore each share | 0.306 | |
Number of shares issuable per warrant | 30,880,000 | |
Number of common shares issued | 30,880,000 | |
BuzzFeed, Inc. [Member] | Class B Common Stock | ||
Common stock, shares issued | 15,872,459 | |
Common stock shares outstanding | 15,872,459 | |
BuzzFeed, Inc. [Member] | Class B Common Stock | Business Combination Aggrement [Member] | ||
Number of shares issued in exchange fore each share | 0.306 | |
BuzzFeed, Inc. [Member] | Class C common stock | ||
Common stock, shares issued | 6,478,031 | |
Common stock shares outstanding | 6,478,031 | |
BuzzFeed, Inc. [Member] | Class C common stock | Business Combination Aggrement [Member] | ||
Number of shares issued in exchange fore each share | 0.306 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Right-of-use assets | $ 73,103 | |
Noncurrent lease liabilities | $ 66,174 | |
ASU 842 | ||
Right-of-use assets | $ 77,800 | |
Noncurrent lease liabilities | $ 96,000 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) - USD ($) | Dec. 03, 2021 | Feb. 16, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Acquisitions and Dispositions | |||||
Identifiable intangible assets acquired of goodwill | $ 188,600,000 | $ 194,050,000 | $ 194,881,000 | ||
cash investment | $ 35,000,000 | ||||
Developed technology | |||||
Acquisitions and Dispositions | |||||
Intangible assets acquired, estimated useful life | 3 years | ||||
Trademarks and trade names | |||||
Acquisitions and Dispositions | |||||
Intangible assets acquired, estimated useful life | 15 years | ||||
C Acquisition | |||||
Acquisitions and Dispositions | |||||
Number of shares issued for acquisition | 2,639,322 | ||||
Percentage of membership interests acquired | 100.00% | ||||
Cash purchase price | $ 294,166 | ||||
Identifiable intangible assets acquired of goodwill | 188,560 | ||||
C Acquisition | C Acquisition Purchase Agreement [Member] | |||||
Acquisitions and Dispositions | |||||
Cash purchase price | $ 200,000,000 | ||||
C Acquisition | Class A common stock | |||||
Acquisitions and Dispositions | |||||
Number of shares issued for acquisition | 10,000,000 | ||||
Stock issued price per share | $ 9.62 | ||||
HuffPost | |||||
Acquisitions and Dispositions | |||||
Number of shares issued | 3,838,710 | ||||
Percentage of membership interests acquired | 100.00% | ||||
Cash purchase price | $ 23,574 | ||||
Identifiable intangible assets acquired of goodwill | $ 5,500,000 | ||||
HuffPost | Developed technology | |||||
Acquisitions and Dispositions | |||||
Intangible assets acquired, estimated useful life | 3 years | ||||
HuffPost | Trademarks and trade names | |||||
Acquisitions and Dispositions | |||||
Intangible assets acquired, estimated useful life | 15 years | ||||
Verizon Verizon Communications Inc. | |||||
Acquisitions and Dispositions | |||||
Number of shares issued for acquisition | 6,478,032 | ||||
cash investment | $ 35,000,000 | ||||
Legacy BuzzFeed | |||||
Acquisitions and Dispositions | |||||
Number of shares issued for acquisition | 8,625,234 | ||||
Stock issued price per share | $ 2.79 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Fair value of consideration exchanged (Details) - USD ($) | Dec. 03, 2021 | Feb. 16, 2021 |
C Acquisition | ||
Acquisitions and Dispositions | ||
Cash consideration | $ 197,966 | |
Share consideration | 96,200 | |
Total | $ 294,166 | |
HuffPost | ||
Acquisitions and Dispositions | ||
Share consideration | $ 24,064 | |
Working capital adjustments | (490) | |
Total | $ 23,574 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Purchase price allocation for the assets acquired and liabilities assumed (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | Feb. 16, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 194,050,000 | $ 194,881,000 | $ 188,600,000 | |
C Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | 2,881 | |||
Accounts receivable | 22,592 | |||
Prepaid and other current assets | 17,827 | |||
Property and equipment | 317 | |||
Intangible assets | 119,100 | |||
Goodwill | 188,560 | |||
Accounts payable | (2,661) | |||
Accrued expenses | (11,833) | |||
Accrued compensation | (12,518) | |||
Deferred revenue | (5,855) | |||
Deferred tax liabilities | (22,776) | |||
Other liabilities | (1,468) | |||
Total consideration for Complex Networks | 294,166 | |||
C Acquisition | Preliminary | ||||
Business Acquisition [Line Items] | ||||
Cash | 2,881 | |||
Accounts receivable | 22,581 | |||
Prepaid and other current assets | 17,827 | |||
Property and equipment | 332 | |||
Intangible assets | 119,100 | |||
Goodwill | 189,391 | |||
Accounts payable | (2,661) | |||
Accrued expenses | (12,319) | |||
Accrued compensation | (12,867) | |||
Deferred revenue | (5,855) | |||
Deferred tax liabilities | (22,776) | |||
Other liabilities | (1,468) | |||
Total consideration for Complex Networks | 294,166 | |||
C Acquisition | Measurement Period Adjustments | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 11 | |||
Property and equipment | (15) | |||
Goodwill | (831) | |||
Accrued expenses | 486 | |||
Accrued compensation | $ 349 | |||
HuffPost | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 5,513,000 | |||
Accounts receivable | 3,383,000 | |||
Prepaid and other current assets | 611,000 | |||
Deferred tax assets | 131,000 | |||
Property and equipment | 620,000 | |||
Intangible assets | 19,500,000 | |||
Goodwill | 5,500,000 | |||
Goodwill | 5,490,000 | |||
Accounts payable | (1,410,000) | |||
Accrued expenses | (4,249,000) | |||
Deferred tax liabilities | (3,829,000) | |||
Other liabilities | (63,000) | |||
Noncontrolling interests | (2,123,000) | |||
Total consideration for Complex Networks | 23,574,000 | |||
HuffPost | Preliminary | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 5,513,000 | |||
Accounts receivable | 3,383,000 | |||
Prepaid and other current assets | 611,000 | |||
Deferred tax assets | 116,000 | |||
Property and equipment | 620,000 | |||
Intangible assets | 19,500,000 | |||
Goodwill | 5,927,000 | |||
Accounts payable | (1,410,000) | |||
Accrued expenses | (4,249,000) | |||
Deferred tax liabilities | (4,251,000) | |||
Other liabilities | (63,000) | |||
Noncontrolling interests | (2,123,000) | |||
Total consideration for Complex Networks | 23,574,000 | |||
HuffPost | Measurement Period Adjustments | ||||
Business Acquisition [Line Items] | ||||
Deferred tax assets | 15,000 | |||
Goodwill | (437,000) | |||
Deferred tax liabilities | $ 422,000 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Estimated fair value of each of the identifiable intangible assets (Details) | Dec. 03, 2021USD ($) |
Trademarks and trade names | |
Estimated fair value of each of the identifiable intangible assets | |
Asset Fair Value | $ 97,000 |
Weighted Average Useful Life (Years) | 15 years |
Customer relationships | |
Estimated fair value of each of the identifiable intangible assets | |
Asset Fair Value | $ 17,000 |
Weighted Average Useful Life (Years) | 4 years |
Developed technology | |
Estimated fair value of each of the identifiable intangible assets | |
Asset Fair Value | $ 5,100 |
Weighted Average Useful Life (Years) | 3 years |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Company pro forma combined revenues and net income (Details) (Imported) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Acquisitions and Dispositions | |
Revenue | $ 92,662 |
Net loss | $ (18,443) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 91,558 | $ 72,648 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 83,100 | 65,602 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,458 | 7,046 |
Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 48,668 | 38,649 |
Content | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 32,279 | 19,537 |
Commerce and other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 10,611 | $ 14,462 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 03, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract assets | $ 6,800,000 | $ 13,300,000 | |
Deferred revenue | 3,142,000 | 1,676,000 | |
Revenue recognized included in deferred revenue | $ 1,000,000 | ||
Transaction price allocated to the remaining performance obligations | $ 3,000,000 | ||
C Acquisition | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue | $ 5,855 | ||
Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Expected recognized period (in years) | 3 years |
Fair Value Measurements - Money
Fair Value Measurements - Money Market Funds (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 1 | |
Other non-current liabilities: | ||
Total | $ 14,804 | 9,813 |
Transfers between fair value measurement levels | 0 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | |
Other non-current liabilities: | ||
Total | 8,107 | 4,792 |
Level 2 | ||
Other non-current liabilities: | ||
Total | 247 | 146 |
Level 3 | ||
Other non-current liabilities: | ||
Total | 6,450 | 4,875 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | |
Money Market Funds [Member] | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1 | |
Public Warrants | ||
Other non-current liabilities: | ||
Other non-current liabilities | $ 8,107 | $ 4,792 |
Warrants, exercise price | $ 0.85 | $ 0.50 |
Public Warrants | Level 1 | ||
Other non-current liabilities: | ||
Other non-current liabilities | $ 8,107 | $ 4,792 |
Private Warrants | ||
Other non-current liabilities: | ||
Other non-current liabilities | 247 | 146 |
Private Warrants | Level 2 | ||
Other non-current liabilities: | ||
Other non-current liabilities | 247 | 146 |
Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative liability | 6,450 | 4,875 |
Fair Value, Recurring [Member] | Level 3 | ||
Liabilities: | ||
Derivative liability | $ 6,450 | $ 4,875 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.7 | 4.9 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.42 | 1.25 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 35.4 | 31.5 |
Fair Value Measurements - Activ
Fair Value Measurements - Activity of the Level 3 instruments (Details) - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 4,875 |
Change in fair value of derivative liability | 1,575 |
Ending balance | $ 6,450 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity-method Investment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Increase in fair value of investment | $ 1.3 | |
Prepaid and other assets | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Carrying value of the investment in equity securities without a readily determinable fair value | $ 3.6 | $ 2.3 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total | $ 61,843 | $ 59,384 | |
Less: Accumulated depreciation | (38,778) | (36,332) | |
Net Carrying Value | 23,065 | 23,052 | |
Depreciation | 2,500 | $ 1,900 | |
Leasehold improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total | 49,692 | 47,573 | |
Furniture and fixtures | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total | 6,160 | 6,029 | |
Computer equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total | 5,343 | 5,134 | |
Video equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total | $ 648 | $ 648 |
Capitalized Software Costs, n_3
Capitalized Software Costs, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Capitalized Software Costs, net | |||
Website and internal-use software | $ 85,461 | $ 81,908 | |
Less: Accumulated amortization | (67,559) | (65,354) | |
Net Carrying Value | 17,902 | $ 16,554 | |
Amount of capitalized software | 3,600 | $ 1,300 | |
Amortization expense | $ 2,200 | $ 3,000 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Value | $ 139,968 | $ 139,968 | |
Accumulated Amortization | 7,251 | 3,455 | |
Net Carrying Value | 132,717 | 136,513 | |
Amortization expense associated with intangible assets | 3,800 | $ 300 | |
Trademarks and trade names | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 1,368 | $ 1,368 | |
Acquired Technology | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted-Average Remaining Useful Lives (in years) | 2 years | 3 years | |
Gross Carrying Value | $ 10,600 | $ 10,600 | |
Accumulated Amortization | 2,628 | 1,745 | |
Net Carrying Value | $ 7,972 | $ 8,855 | |
Trademarks and trade names | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted-Average Remaining Useful Lives (in years) | 15 years | 15 years | |
Gross Carrying Value | $ 111,000 | $ 111,000 | |
Accumulated Amortization | 3,206 | 1,356 | |
Net Carrying Value | $ 107,794 | $ 109,644 | |
Customer relationships | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted-Average Remaining Useful Lives (in years) | 4 years | 4 years | |
Gross Carrying Value | $ 17,000 | $ 17,000 | |
Accumulated Amortization | 1,417 | 354 | |
Net Carrying Value | $ 15,583 | $ 16,646 |
Intangible Assets, net - Estima
Intangible Assets, net - Estimated Future Amortization (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 11,387 |
2023 | 15,183 |
2024 | 13,438 |
2025 | 11,296 |
2026 | 7,400 |
Thereafter | 72,645 |
Total | $ 131,349 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 143,032 | $ 141,878 | |
Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 50,000 | ||
Letter of credit outstanding | $ 15,500 | 15,500 | |
Debt instrument term | 3 years | ||
Percentage of qualifying investment grade accounts receivable | 95.00% | ||
Percentage of qualifying Non-investment grade accounts receivable | 90.00% | ||
Unrestricted cash | $ 25,000 | ||
Debt instrument margin rate | 4.50% | ||
Outstanding borrowings | $ 28,500 | ||
Unused borrowing capacity | 6,000 | $ 5,400 | |
Debt issuance cost | $ 300 | ||
Revolving line of credit | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 3.75% | ||
Revolving line of credit | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 4.25% | ||
Revolving line of credit | LIBOR | |||
Debt Instrument [Line Items] | |||
Debt Instrument Floor Rate 1 | 0.75% | ||
Percentage of unused commitment fee | 0.375% | ||
Revolving line of credit | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Minimum monthly average utilization of debt | $ 15,000 | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Issuance of letter of credit | $ 15,500 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||
Issuance costs attributable to debt component | $ 6,757 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount of notes issued | $ 150,000 | |
Interest rate | 8.50% | |
Initial conversion price | $ 12.50 | |
Volume-weighted average trading price as percentage of conversion price | 130.00% | |
Number of trading days | 20 | |
Number of consecutive trading days | 30 | |
Repurchase price as percentage of par plus accrued and unpaid interest | 101.00% | |
Derivative liability | $ 31,600 | |
Effective interest rate | 15.00% | |
Interest expense | $ 4,300 | |
Amortization of debt discount and issuance costs | $ 1,200 | |
Convertible Notes | After the one year anniversary, and prior to the three-year anniversary | ||
Debt Instrument [Line Items] | ||
Term for calculating amount of interest declining ratably | 1 year | |
Term for calculating amount of interest on the aggregate principal amount | 3 years | |
Convertible Notes | From the one year anniversary of the issuance of the Notes to the two year anniversary | ||
Debt Instrument [Line Items] | ||
Term for calculating amount of interest declining ratably | 18 months | |
Term for calculating amount of interest on the aggregate principal amount | 12 months | |
Convertible Notes | From the two year anniversary of the issuance of the Notes to the three year anniversary | ||
Debt Instrument [Line Items] | ||
Term for calculating amount of interest declining ratably | 12 months | |
Term for calculating amount of interest on the aggregate principal amount | 0 days |
Debt - Net carrying amount (Det
Debt - Net carrying amount (Details) - Convertible Notes - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 150,000 | $ 150,000 |
Unamortized debt discount and issuance costs | (35,473) | (36,627) |
Net carrying value | 114,527 | 113,373 |
Fair value of the Notes | $ 127,500,000 | $ 126,000,000 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | May 01, 2021 | |
Redeemable Noncontrolling Interest | |||
Beginning balance | $ 2,294 | $ 848 | |
Allocation of net (income) loss | 164 | 60 | |
Ending balance | $ 2,458 | $ 908 | |
BuzzFeed Japan | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Ownership (In percentage) | 49.00% | ||
Yohoo Japan's | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Ownership (In percentage) | 24.50% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of the share activity under the 2015 Plan (Details) - 2015 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of shares | ||
Outstanding at the beginning | 4,560 | |
Granted | 593 | |
Exercised | (308) | |
Forfeited | (83) | |
Expired | (407) | |
Outstanding at the end | 4,355 | 4,560 |
Expected to vest | 4,355 | |
Exercisable | 3,274 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning (in dollars per share) | $ 6.29 | |
Granted (in dollars per share) | 4.33 | |
Exercised (in dollars per share) | 1.02 | |
Forfeited (in dollars per share) | 6.48 | |
Expired (in dollars per share) | 7.38 | |
Outstanding at the end (in dollars per share) | 6.29 | $ 6.29 |
Expected to vest (in dollars per share) | 6.29 | |
Exercisable (in dollars per share) | $ 6.18 | |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Term (in years) | 4 years 10 days | 3 years 25 days |
Vested and expected to vest (in years) | 4 years 10 days | |
Exercisable (in years) | 2 years 4 months 17 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 1,766 | $ 2,670 |
Expected to vest | 1,766 | |
Exercisable | $ 1,261 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of the restricted stock unit activity (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Restricted stock | |
Number of shares | |
Outstanding at the beginning | 5,235 |
Granted | 4,438 |
Vested | 167 |
Forfeited | 32 |
Outstanding at the end | 9,474 |
Weighted Average Grant-Date Fair Value | |
Outstanding at the beginning | $ / shares | $ 8.88 |
Granted | $ / shares | 4.33 |
Vested | $ / shares | 5.73 |
Forfeited | $ / shares | 6.32 |
Outstanding at the end | $ / shares | $ 6.82 |
Number of RSUs outstanding subject to a certain vesting condition | 9,474 |
RSUs | |
Number of shares | |
Outstanding at the end | 2,500,000 |
Weighted Average Grant-Date Fair Value | |
Unrecognized compensation costs | $ | $ 23.3 |
Number of RSUs outstanding subject to a certain vesting condition | 2,500,000 |
Unrecognized Compensation Costs | $ | $ 21.2 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)Vote$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 50,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Share-based compensation costs | $ | $ 3,940 | $ 138 | |
Total | $ | $ 3,940 | $ 138 | |
Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares issued | 116,689,000 | 116,175,000 | |
Common shares, votes per share | Vote | 1 | ||
Common stock shares outstanding | 116,689,000 | 116,175,000 | |
Number of shares authorized | 700,000,000 | 700,000,000 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Class B Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares issued | 12,294,000 | 12,397,000 | |
Common shares, votes per share | Vote | 50 | ||
Common stock shares outstanding | 12,294,000 | 12,397,000 | |
Number of shares authorized | 20,000,000 | 20,000,000 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Class C common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares issued | 6,478,000 | 6,478,000 | |
Common shares, votes per share | Vote | 0 | ||
Common stock shares outstanding | 6,478,000 | 6,478,000 | |
Number of shares authorized | 10,000,000 | 10,000,000 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation costs | $ | $ 3,000 | ||
Weighted-average remaining requisite service period | 1 year 6 months | ||
Total | $ | $ 3,000 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 3,940 | $ 138 |
Cost of revenue, excluding depreciation and amortization | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 460 | 42 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 722 | 29 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 2,598 | 54 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 160 | $ 13 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 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 common stock and Class B common stock | $ (44,894) | $ (11,367) |
Denominator: | ||
Weighted-average shares - basic | 136,425 | 15,188 |
Weighted-average shares - diluted | 136,425 | 15,188 |
Net loss per common share - basic | $ (0.33) | $ (0.75) |
Net loss per common share - diluted | $ (0.33) | $ (0.75) |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of diluted loss per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 4,355 | 9,355 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 7,019 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 9,876 | |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 12,000 | |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 94,360 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional information (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 94,360 | |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 2,500,000 | 5,300,000 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income tax benefit and effective tax rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes | ||
Income tax provision (benefit) | $ 350 | $ (4,816) |
Effective income tax rate | (0.80%) | 29.80% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes | ||
U.S. federal statutory income tax rate | 21.00% | 21.00% |
Discrete tax benefit | $ 4.3 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Millions | Mar. 22, 2022 | Mar. 09, 2021 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 1.8 | $ 3.6 | |
Unpaid restructuring costs | $ 1.8 | ||
Cost of revenue, excluding depreciation and amortization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 1.3 | 3.2 | |
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 0.3 | ||
Sales and marketing | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 0.2 | 0.3 | |
Research and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 0.1 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Right-of-use assets | $ 73,103 |
Current lease liabilities | 24,258 |
Noncurrent lease liabilities | 66,174 |
Total lease liabilities | $ 90,432 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Noncurrent lease liabilities |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherLiabilities |
Cash paid for amounts included in measurement of lease liabilities: | |
Operating cash flows for operating lease liabilities | $ 8,419 |
Weighted average remaining lease term (years) | 3 years 8 months 19 days |
Weighted average discount rate | 13.00% |
General and administrative | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 7,727 |
Sublease income | $ 1,829 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
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 lease liabilities | $ 90,432 |
Leases - Sublease receivables (
Leases - Sublease receivables (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases | |
Remainder of 2022 | $ 5,505 |
2023 | 7,204 |
2024 | 7,048 |
2025 | 7,048 |
2026 | 2,763 |
Thereafter | 178 |
Total | $ 29,746 |
Leases - Schedule of components
Leases - Schedule of components of Lease cost (Details) - General and administrative $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 7,727 |
Sublease income | 1,829 |
Total lease cost | $ 5,898 |
Leases - Schedule of Future min
Leases - Schedule of Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Lease Payments, [Abstract] | |
2022 | $ 33,817 |
2023 | 31,910 |
2024 | 23,885 |
2025 | 21,148 |
2026 | 8,441 |
Thereafter | 2,642 |
Total | $ 121,843 |
Commitments and Contingencies -
Commitments and Contingencies - Additional information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Oct. 31, 2020 | Mar. 31, 2022 | |
Commitments and Contingencies. | ||
Maximum amount of new guarantee under lease agreement | $ 5.4 | $ 2.3 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Information | |
Number of operating segments | 1 |
Related party Transactions (Det
Related party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Revenue from related parties | $ 91,558 | $ 72,648 | |
NBCUniversal Media, LLC [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Revenue from related parties | 500 | 100 | |
Related party transaction expenses | 200 | $ 200 | |
Outstanding receivable | 600 | $ 1,200 | |
Outstanding payable | $ 500 | $ 300 |
Supplemental Disclosures - Film
Supplemental Disclosures - Film Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Individual Monetization: | |||
Feature films in production | $ 4,513 | $ 3,690 | |
Total Film Costs | 4,513 | $ 3,690 | |
Amortized film costs | $ 0 | $ 0 |
Supplemental Disclosures - Supp
Supplemental Disclosures - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Noncash or Part Noncash Acquisitions [Line Items] | ||
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 |
HuffPost and Verizon Investment | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for HuffPost Acquisition | $ 24,064 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | May 12, 2022USD ($)itemdirector | May 06, 2022 | Jun. 30, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
Subsequent Event [Line Items] | |||||
Share-based Payment Arrangement, Expense | $ 3,940 | $ 138 | |||
Number of days granted for employees to accept voluntary buyout proposal | 45 days | ||||
Subsequent Events | RSUs | |||||
Subsequent Event [Line Items] | |||||
Units, waived by Board of Directors | director | 1 | ||||
Share-based Payment Arrangement, Expense | $ 8,200 | ||||
Units, not considered probable of vesting prior to modification | item | 1 | ||||
Vested amount | $ 2,100 | ||||
Number of RSU's outstanding out of liqudity amount | item | 1 | ||||
Liquidity Amount | $ 2,400 | ||||
Subsequent Events | RSUs | Executive Officers | |||||
Subsequent Event [Line Items] | |||||
Vested amount | $ 100 |