UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On August 9, 2022, BuzzFeed, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended June 30, 2022. The Company also announced that it would be holding a conference call on August 9, 2022 to discuss its financial results. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included under Item 2.02 of this Current Report on Form 8-K and the exhibits hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On August 9, 2022, the Company posted supplemental investor materials on the Investor Relations section of its website, available at investors.buzzfeed.com. The Company announces material information to the public through filings with the Securities and Exchange Commission, the investor relations page on the Company’s website, press releases, public conference calls and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.
Any updates to the list of disclosure channels through which the Company announces information will be posted on the investor relations page on the Company’s website.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release issued by BuzzFeed, Inc., dated August 9, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | August 9, 2022 | ||
| BuzzFeed, Inc. | |||
| By: | /s/ Jonah Peretti | ||
| Name: Jonah Peretti | |||
| Title: Chief Executive Officer | |||
Exhibit 99.1
BuzzFeed, Inc. Announces Second Quarter 2022 Financial Results
Results in line with May outlook for Revenue and Adjusted EBITDA
Q2 revenue grew 20% year-over-year to $107 million, surpassing $100 million to mark highest-ever Q2
NEW YORK – (August 9, 2022) – BuzzFeed, Inc. (“BuzzFeed” or the “Company”) (Nasdaq: BZFD), a premier digital media company for the most diverse, most online, and most socially engaged generations the world has ever seen, today announced financial results for the quarter ended June 30, 2022.
“I’m incredibly proud of what BuzzFeed, Inc. accomplished in the second quarter,” said Jonah Peretti, BuzzFeed Founder & CEO. “Our teams demonstrated focus and resiliency during a rapid shift to short-form vertical video and increasing macroeconomic uncertainty, delivering revenue and Adjusted EBITDA in line with our May outlook. Against this backdrop, our value proposition for advertisers and platforms is stronger than ever."
Mr. Peretti concluded, “At the same time, we expect recession concerns to continue putting pressure on advertising, and we're prepared for what comes next. We've navigated multiple economic downturns and seismic industry shifts. I am confident we’ll do so again, positioning the company for long-term growth and monetization.”
Second Quarter 2022 Financial and Operational Highlights1
| ● | Including Complex Networks in the 2022 results, BuzzFeed increased revenues to $106.8 million, growing 20% compared to the second quarter of 2021 |
| o | Advertising revenue, consisting of payments we receive from advertisers for ads distributed against our editorial and news content, including display and pre-roll, grew 11% year-over-year to $53.2 million |
| o | Content revenue, consisting of payments received from clients for custom assets, including both short-form and long-form and content from branded quizzes to Instagram takeovers to feature films, grew 66% year-over-year to $40.3 million |
| o | Commerce and other revenues, which includes affiliate marketplace, product licensing and events revenue, declined 22% year-over-year to $13.3 million |
| ● | Net loss was $23.6 million, compared to a net loss of $0.8 million in the second quarter of 2021 |
| ● | Adjusted EBITDA2 was $2.1 million, compared to Adjusted EBITDA of $5.6 million in the second quarter of 2021 |
| ● | Time spent declined 19% year-over-year to 154 million hours across our owned and operated properties as well as third-party platforms |
| ● | BuzzFeed ended the second quarter with cash and cash equivalents of approximately $68.2 million |
1 2021 actual results include Complex Networks as of December 2021.
2 A non-GAAP financial measure, as defined below.
Third Quarter 2022 Financial Outlook
For the third quarter of 2022:
| ● | We expect overall revenues to grow in the range of 4 to 8 percent year-over-year |
| ● | We expect Adjusted EBITDA losses in the range of $5 to $10 million |
| o | Additionally, we expect stock-based compensation expenses in the range of $3.5 to $4.5 million |
These statements are forward-looking and actual results may differ materially as a result of many factors. Refer to the Forward-Looking Statements safe harbor below for information on factors that could cause our actual results to differ materially from these forward-looking statements.
We have not provided the most directly comparable GAAP financial guidance measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Accordingly, a reconciliation of non-GAAP guidance for Adjusted EBITDA to the corresponding GAAP measure is not available.
Quarterly Conference Call
BuzzFeed’s management team will hold a conference call to discuss our second quarter 2022 results today, August 9, at 5PM ET. The call will be available via webcast at investors.buzzfeed.com under the heading News & Events. To participate via telephone, please dial 833-634-1260 (toll-free) or 412-317-6021 (international) and ask to join the BuzzFeed, Inc. call. A replay of the call will be made available at the same URL.
We have used, and intend to continue to use, the Investor Relations section of our website at https://investors.buzzfeed.com as a means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.
Definitions
BuzzFeed reports revenues across three primary business lines: Advertising, Content and Commerce and other. The definition of “Time Spent” is also set forth below.
| ● | Advertising revenues consist primarily of payments we receive from advertisers for ads distributed against our editorial and news content, including display, pre-roll and mid-roll video products sold directly to brands and also programmatically. We distribute these ad products across our owned and operated sites as well as third-party platforms, primarily Facebook, YouTube, and Apple News. |
| ● | Content revenues consist primarily of payments received from clients for custom assets, including both long-form and short-form content, from branded quizzes to Instagram takeovers to sponsored content. Revenues for film and TV projects produced by BuzzFeed Studios and Complex Networks are also included here. |
| ● | Commerce and other revenues consist primarily of affiliate commissions earned on transactions initiated from our editorial shopping content. Revenues from our product licensing businesses are also included here. Additionally, we generate other revenues from the production of live and virtual events such as ComplexCon and ComplexLand. |
| ● | Time Spent captures the time audiences spend engaging with our content across our owned and operated sites, as well as YouTube and Apple News, as measured by Comscore, and on Facebook, as reported by Facebook. This metric excludes time spent with our content on platforms for which we do not have advertising capabilities that materially contribute to our Advertising revenues, including TikTok, Instagram, Snapchat and Twitter. There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore and Facebook to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. |
About BuzzFeed, Inc.
BuzzFeed, Inc. is home to the best of the internet. Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, buy, and obsess over next. Born on the internet in 2006, BuzzFeed, Inc. is committed to making it better: providing trusted, quality, brand-safe news and entertainment to hundreds of millions of people; making content on the internet more inclusive, empathetic, and creative; and inspiring our audience to live better lives.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and represent key metrics used by management and our board of directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net income (loss), excluding the impact of net income (loss) attributable to noncontrolling interests, income tax provision (benefit), interest expense, interest income, other (expense) income, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, transaction-related costs, certain litigation costs, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue for the same period.
We believe Adjusted EBITDA and Adjusted EBITDA margin are relevant and useful information for investors because they allow investors to view performance in a manner similar to the method used by our management. There are limitations to the use of Adjusted EBITDA and Adjusted EBITDA margin and our Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
Adjusted EBITDA and Adjusted EBITDA margin should not be considered a substitute for measures prepared in accordance with GAAP. Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data.
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Our forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts (including our outlook for Q3 2022) or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: (1) anticipated trends, growth rates, and challenges in our business and in the markets in which we operate; (2) demand for products and services and changes in traffic; (3) changes in the business and competitive environment in which we operate; (4) developments and projections relating to our competitors and the digital media industry; (5) the impact of national and local economic and other conditions and developments in technology, each of which could influence the levels (rate and volume) of our advertising, the growth of our business and the implementation of our strategic initiatives; (6) poor quality broadband infrastructure in certain markets; (7) technological developments; (8) our success in retaining or recruiting, or changes required in, officers, key employees or directors; (9) our business, operations and financial performance, including expectations with respect to our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder and future business plans and growth opportunities; (10) our future capital requirements and sources and uses of cash, including our ability to obtain additional capital in the future; (11) expectations regarding future acquisitions, partnerships or other relationships with third parties; (12) government regulation, including revised foreign content and ownership regulations; (13) the continued impact of the COVID-19 pandemic and evolving strains of COVID-19 on our business and the actions we may take in the future in response thereto; and (14) our ability to maintain the listing of our Class A common stock and warrants on Nasdaq.
The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the sections entitled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
###
Contacts
Media Contact
Carole Robinson, BuzzFeed: carole.robinson@buzzfeed.com
Investor Relations Contact
Amita Tomkoria, BuzzFeed: investors@buzzfeed.com
BUZZFEED, INC.
Financial Highlights
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||
| USD in thousands | 2022 | 2021 | % Change | 2022 | 2021 | % Change | ||||||||||||||||||
| Advertising | $ | 53,224 | $ | 47,804 | 11 | % | $ | 101,892 | $ | 86,453 | 18 | % | ||||||||||||
| Content | 40,284 | 24,241 | 66 | % | 72,563 | 43,778 | 66 | % | ||||||||||||||||
| Commerce and other | 13,252 | 17,059 | (22 | %) | 23,863 | 31,521 | (24 | %) | ||||||||||||||||
| Total revenue | $ | 106,760 | $ | 89,104 | 20 | % | $ | 198,318 | $ | 161,752 | 23 | % | ||||||||||||
| Loss from operations | $ | (24,888 | ) | $ | (413 | ) | NM | $ | (60,186 | ) | $ | (16,936 | ) | 255 | % | |||||||||
| Net loss | $ | (23,581 | ) | $ | (789 | ) | NM | $ | (68,147 | ) | $ | (12,114 | ) | NM | ||||||||||
| Adjusted EBITDA | $ | 2,093 | $ | 5,574 | (62 | %) | $ | (14,671 | ) | $ | 1,315 | NM | ||||||||||||
NM: Not Meaningful
BUZZFEED, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| USD in thousands | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Revenue | $ | 106,760 | $ | 89,104 | $ | 198,318 | $ | 161,752 | ||||||||
| Costs and Expenses | ||||||||||||||||
| Cost of revenue, excluding depreciation and amortization | 61,529 | 44,943 | 122,347 | 87,066 | ||||||||||||
| Sales and marketing | 18,688 | 11,574 | 36,491 | 22,952 | ||||||||||||
| General and administrative | 32,565 | 21,743 | 65,127 | 45,445 | ||||||||||||
| Research and development | 10,253 | 6,900 | 17,445 | 13,599 | ||||||||||||
| Depreciation and amortization | 8,613 | 4,357 | 17,094 | 9,626 | ||||||||||||
| Total costs and expenses | 131,648 | 89,517 | 258,504 | 178,688 | ||||||||||||
| Loss from operations | (24,888 | ) | (413 | ) | (60,186 | ) | (16,936 | ) | ||||||||
| Other (expense) income, net | (3,440 | ) | 155 | (2,578 | ) | 815 | ||||||||||
| Interest expense, net | (5,032 | ) | (373 | ) | (9,821 | ) | (651 | ) | ||||||||
| Change in fair value of warrant liabilities | 6,775 | - | 3,359 | - | ||||||||||||
| Change in fair value of derivative liability | 4,800 | - | 3,225 | - | ||||||||||||
| Loss before income taxes | (21,785 | ) | (631 | ) | (66,001 | ) | (16,772 | ) | ||||||||
| Income tax provision (benefit) | 1,796 | 158 | 2,146 | (4,658 | ) | |||||||||||
| Net loss | (23,581 | ) | (789 | ) | (68,147 | ) | (12,114 | ) | ||||||||
| Net income attributable to the redeemable noncontrolling interest | - | 85 | 164 | 145 | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | 184 | (292 | ) | 348 | (310 | ) | ||||||||||
| Net loss attributable to BuzzFeed, Inc. | $ | (23,765 | ) | $ | (582 | ) | $ | (68,659 | ) | $ | (11,949 | ) | ||||
| Net loss per Class A, Class B and Class C common share: | ||||||||||||||||
| Basic | $ | (0.17 | ) | $ | (0.03 | ) | $ | (0.50 | ) | $ | (0.71 | ) | ||||
| Diluted | $ | (0.17 | ) | $ | (0.03 | ) | $ | (0.50 | ) | $ | (0.71 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 137,381 | 18,550 | 136,906 | 16,878 | ||||||||||||
| Diluted | 137,381 | 18,550 | 136,906 | 16,878 | ||||||||||||
BUZZFEED, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| USD in thousands | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Net loss | $ | (23,581 | ) | $ | (789 | ) | $ | (68,147 | ) | $ | (12,114 | ) | ||||
| Income tax provision (benefit) | 1,796 | 158 | 2,146 | (4,658 | ) | |||||||||||
| Interest expense | 5,125 | 434 | 10,009 | 778 | ||||||||||||
| Interest income | (93 | ) | (61 | ) | (188 | ) | (127 | ) | ||||||||
| Other (expense) income, net | 3,440 | (155 | ) | 2,578 | (815 | ) | ||||||||||
| Depreciation and amortization | 8,613 | 4,357 | 17,094 | 9,626 | ||||||||||||
| Stock-based compensation | 11,284 | 209 | 15,224 | 347 | ||||||||||||
| Change in fair value of warrant liabilities | (6,775 | ) | - | (3,359 | ) | - | ||||||||||
| Change in fair value of derivative liability | (4,800 | ) | - | (3,225 | ) | - | ||||||||||
| Restructuring1 | 3,476 | - | 5,319 | 3,645 | ||||||||||||
| Transaction-related costs2 | 2,177 | 1,421 | 5,132 | 4,633 | ||||||||||||
| Litigation costs3 | 1,224 | - | 1,224 | - | ||||||||||||
| Public company readiness costs4 | 207 | - | 1,522 | - | ||||||||||||
| Adjusted EBITDA | $ | 2,093 | $ | 5,574 | $ | (14,671 | ) | $ | 1,315 | |||||||
| Adjusted EBITDA margin | 2 | % | 6 | % | (7 | %) | 1 | % | ||||||||
| Net loss as a percentage of revenue5 | (22 | %) | (1 | %) | (34 | %) | (7 | %) | ||||||||
1 For the three and six months ended June 30, 2022, represents costs associated with certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better service audience demands, and costs incurred as part of a strategic repositioning of BuzzFeed News. For the six months ended June 30, 2021, reflects costs associated with involuntary terminations of employees across various roles and levels as part of the integration of the HuffPost Acquisition.
2 Reflects transaction-related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or contemplated transaction and include professional fees, integration expenses, and certain costs related to integrating and converging IT systems.
3 Reflects costs related to litigation that are outside the ordinary course of our business. We believe it is useful to exclude such charges because we do not consider such amounts to be part of the ongoing operations of our business and because of the singular nature of the claims underlying the matter.
4 Reflects one-time initial set-up costs associated with the establishment of our public company structure and processes.
5 Net loss as a percentage of revenue is included as the most comparable GAAP measure to Adjusted EBITDA margin, which is a Non-GAAP measure.