0001410578-22-003403 | 10-Q | XBRL Viewer

Other Expense, Net (Tables)

9 Months Ended

Sep. 30, 2022


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Exchange loss		(3,034)		(1,425)		(6,535)		(1,159)
Unrealized gain on investments		—		—		1,260		—
Other expense		(230)		(317)		(623)		(494)
Other income		12		7		68		733
Loss on disposition of subsidiary		—		(612)		—		(612)
Gain (loss) on disposition of assets		500		(220)		500		(220)
Total	$	(2,752)	$	(2,567)	$	(5,330)	$	(1,752)

Description of the Business - Business Combination (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Unsecured convertible notes due 2026
Aggregate principal amount \| $	$ 150.0
BuzzFeed, Inc. \| Business Combination Agreement
Number of shares issued in exchange fore each share	0.306
BuzzFeed, Inc. \| Class A common stock \| Business Combination Agreement
Number of common shares issued	30,880,000

Acquisitions and Dispositions - Purchase price allocation for the assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 03, 2021	Feb. 16, 2021
Business Acquisition [Line Items]
Goodwill	$ 194,079	$ 194,881	$ 188,600
C Acquisition
Business Acquisition [Line Items]
Cash			2,881
Accounts receivable			22,592
Prepaid and other current assets			18,108
Property and equipment			317
Intangible assets			119,100
Goodwill			188,589
Accounts payable			(2,661)
Accrued expenses			(13,229)
Accrued compensation			(12,518)
Deferred revenue			(5,903)
Deferred tax liabilities			(21,642)
Other liabilities			(1,468)
Total consideration for Complex Networks			294,166
C Acquisition \| Preliminary
Business Acquisition [Line Items]
Cash			2,881
Accounts receivable			22,581
Prepaid and other current assets			17,827
Property and equipment			332
Intangible assets			119,100
Goodwill			189,391
Accounts payable			(2,661)
Accrued expenses			(12,319)
Accrued compensation			(12,867)
Deferred revenue			(5,855)
Deferred tax liabilities			(22,776)
Other liabilities			(1,468)
Total consideration for Complex Networks			294,166
C Acquisition \| Measurement Period Adjustments
Business Acquisition [Line Items]
Accounts receivable			11
Prepaid and other current assets			281
Property and equipment			(15)
Goodwill			(802)
Accrued expenses			(910)
Accrued compensation			349
Deferred revenue			(48)
Deferred tax liabilities			$ 1,134
HuffPost
Business Acquisition [Line Items]
Cash and cash equivalents		5,513
Accounts receivable		3,383
Prepaid and other current assets		611
Deferred tax assets		131
Property and equipment		620
Intangible assets		19,500
Goodwill		5,490		$ 5,500
Accounts payable		(1,410)
Accrued expenses		(4,249)
Deferred tax liabilities		(3,829)
Other liabilities		(63)
Noncontrolling interests		(2,123)
Total consideration for HuffPost		23,574
HuffPost \| Preliminary
Business Acquisition [Line Items]
Cash and cash equivalents				5,513
Accounts receivable				3,383
Prepaid and other current assets				611
Deferred tax assets				116
Property and equipment				620
Intangible assets				19,500
Goodwill				5,927
Accounts payable				(1,410)
Accrued expenses				(4,249)
Deferred tax liabilities				(4,251)
Other liabilities				(63)
Noncontrolling interests				(2,123)
Total consideration for HuffPost				$ 23,574
HuffPost \| Measurement Period Adjustments
Business Acquisition [Line Items]
Deferred tax assets		15
Goodwill		(437)
Deferred tax liabilities		$ 422

Income Taxes - Schedule of income tax benefit and effective tax rate (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Taxes
Income tax provision (benefit)	$ 890	$ (353)	$ 3,036	$ (5,011)
Effective tax rate	(3.40%)	9.00%	(3.30%)	24.20%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Supplemental Disclosures (Tables)

9 Months Ended

Sep. 30, 2022

Supplemental Disclosures

Schedule of film costs


	September 30, 2022		December 31, 2021
Individual Monetization:
Feature films in production	$	4,058	$	3,690
Total	$	4,058	$	3,690

Schedule of supplemental cash flow information


	Nine Months Ended September 30,
	2022		2021
Cash paid for income taxes, net	$	2,098	$	1,186
Cash paid for interest		8,495		666
Non-cash investing and financing activities:
Accounts payable and accrued expenses related to property and equipment		549		988
Issuance of common stock for HuffPost Acquisition		—		24,064

Stockholders' Equity - Summary of the share activity under the 2015 Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stock option
Aggregate Intrinsic Value
Unrecognized compensation costs	$ 2,100
Weighted-average remaining requisite service period	1 year 3 months 18 days
2015 Equity Incentive Plan
Number of shares
Outstanding at the beginning	4,560
Granted	714
Exercised	(308)
Forfeited	(250)
Expired	(512)
Outstanding at the end	4,204	4,560
Expected to vest	4,204
Exercisable	3,315
Weighted Average Exercise Price
Outstanding at the beginning (in dollars per share)	$ 6.29
Granted (in dollars per share)	3.88
Exercised (in dollars per share)	1.02
Forfeited (in dollars per share)	6.33
Expired (in dollars per share)	7.48
Outstanding at the end (in dollars per share)	6.12	$ 6.29
Expected to vest (in dollars per share)	6.12
Exercisable (in dollars per share)	$ 6.23
Weighted Average Remaining Contractual Term
Weighted Average Remaining Term (in years)	3 years 6 months 29 days	3 years 25 days
Vested and expected to vest (in years)	3 years 6 months 21 days
Exercisable (in years)	2 years 1 month 2 days
Aggregate Intrinsic Value
Outstanding	$ 178	$ 2,670
Expected to vest	178
Exercisable	$ 178

Related party Transactions (Details) - NBCUniversal Media, LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related party Transactions
Revenue from related parties	$ 1.2	$ 0.8	$ 3.3	$ 1.3
Related party transaction expenses from transactions with related party	0.2	$ 0.3	0.6	$ 0.7
Outstanding receivable	1.5		1.5		$ 1.2
Outstanding payable	$ 0.3		$ 0.3		$ 0.3

- Definition

Aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date, which are usually due after one year (or one business cycle).

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Portion of the carrying amount as of the balance sheet date of obligations due all related parties that is payable after one year or beyond the normal operating cycle if longer.

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Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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+ Details

Segment Information - Additional Information (Details)	9 Months Ended
Segment Information - Additional Information (Details)	Sep. 30, 2022 segment
Segment Information
Number of operating segments	1

Acquisitions and Dispositions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	9 Months Ended
	Dec. 03, 2021	Feb. 16, 2021	Aug. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Acquisitions and Dispositions
Identifiable intangible assets acquired of goodwill	$ 188,600					$ 194,079	$ 194,881
Cash investment					$ 35,000
Developed technology
Acquisitions and Dispositions
Intangible assets acquired, estimated useful life	3 years
Trademarks & tradenames
Acquisitions and Dispositions
Intangible assets acquired, estimated useful life	15 years
C Acquisition
Acquisitions and Dispositions
Percentage of membership interests acquired	100.00%
Cash purchase price	$ 294,166
Number of shares issued for acquisition		2,639,322
Identifiable intangible assets acquired of goodwill	188,589
C Acquisition \| C Acquisition Purchase Agreement [Member]
Acquisitions and Dispositions
Cash purchase price	$ 200,000
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
Percentage of membership interests acquired		100.00%
Cash purchase price		$ 23,574
Number of shares issued		3,838,710
Identifiable intangible assets acquired of goodwill		$ 5,500					$ 5,490
Acquisition contributed of revenue				$ 9,200	$ 19,100
HuffPost \| Developed technology
Acquisitions and Dispositions
Intangible assets acquired, estimated useful life		3 years
HuffPost \| Trademarks & tradenames
Acquisitions and Dispositions
Intangible assets acquired, estimated useful life		15 years
HuffPost \| HuffingtonPost Italia S.R.L. \| HuffingtonPost Italia S.R.L.
Acquisitions and Dispositions
Ownership interest (in percent)			51.00%
Recognized loss on disposition			$ 600
Verizon Verizon Communications Inc.
Acquisitions and Dispositions
Number of shares issued for acquisition		6,478,032
Cash investment		$ 35,000
Legacy BuzzFeed
Acquisitions and Dispositions
Number of shares issued for acquisition		8,625,234
Stock issued price per share		$ 2.79

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events.

Subsequent Events

22. Subsequent Events

On October 31, 2022, the Company amended and renewed the lease for a portion of its offices in Los Angeles, California. The renewal will commence on November 1, 2023 and will expire on April 30, 2027. The total estimated payments under the amended and renewed lease approximate $0.4 million per month over the term of the lease.

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2022

Income Taxes

Schedule of provision (benefit) for income taxes


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income tax provision (benefit)	$	890		$	(353)		$	3,036		$	(5,011)
Effective tax rate		(3.4)	%		9.0	%		(3.3)	%		24.2	%

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts receivable allowance	$ 1,748	$ 1,094
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock ,shares authorized	700,000,000	700,000,000
Common stock, shares issued	125,982,000	116,175,000
Common stock shares outstanding	125,982,000	116,175,000
Class B common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock ,shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,678,000	12,397,000
Common stock shares outstanding	6,678,000	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

Restructuring Costs

9 Months Ended

Sep. 30, 2022

Restructuring Costs

Restructuring Costs

14.Restructuring Costs

On March 22, 2022, in connection with the acquisition of Complex Networks, the Company approved certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands.

Additionally, on March 22, 2022, as part of a strategic repositioning of BuzzFeed News, the Company shared with NewsGuild, the representative of the BuzzFeed News bargaining unit, a voluntary buyout proposal covering certain desks. That proposal was then negotiated as part of collective bargaining between the BuzzFeed News Union and the Company. On May 6, 2022 the BuzzFeed News Union ratified its collective bargaining agreement with the Company. Also on May 6, 2022, the Company presented BuzzFeed News employees, including members of the BuzzFeed News bargaining unit, with the final negotiated voluntary buyout proposal. Employees had 45 days from May 6, 2022 to indicate whether they would accept the Company’s voluntary buyout proposal.

The Company incurred approximately nil and $5.3 million of restructuring costs for the three and nine months ended September 30, 2022, respectively, comprised mainly of severance and related benefit costs. For the nine months ended September 30, 2022, approximately $4.4 million were included in cost of revenue, excluding depreciation and amortization, $0.3 million were included in sales and marketing, $0.5 million were included in general and administrative, and $0.1 million were included in research and development. As of September 30, 2022, $0.6 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 fourth quarter of 2022.

On March 9, 2021, the Company announced a restructuring of HuffPost, including employee terminations, in order to efficiently integrate the HuffPost Acquisition and establish an efficient cost structure. For the nine months ended September 30, 2021, 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.

Other Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Other Expense, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other Expense, Net
Exchange loss	$ (3,034)	$ (1,425)	$ (6,535)	$ (1,159)
Unrealized gain on investments			1,260
Other expense	(230)	(317)	(623)	(494)
Other income	12	7	68	733
Loss on disposition of subsidiary		(612)		(612)
Gain (loss) on disposition of assets	500	(220)	500	(220)
Total	$ (2,752)	$ (2,567)	$ (5,330)	$ (1,752)

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Stockholders' Equity

Summary of the stock option activity


		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	714		3.88
Exercised	(308)		1.02
Forfeited	(250)		6.33
Expired	(512)		7.48
Balance as of September 30, 2022	4,204		6.12	3.58		178
Expected to vest at September 30, 2022	4,204		6.12	3.56		178
Exercisable at September 30, 2022	3,315		6.23	2.09		178

Summary of the restricted stock unit activity


		Weighted Average Grant-
	Shares	Date Fair Value
Outstanding as of December 31, 2021	5,235	$	8.88
Granted	8,104		3.12
Vested	(4,179)		8.32
Forfeited	(904)		6.24
Outstanding as of September 30, 2022	8,256	$	3.81

Summary of Stock-Based Compensation Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue, excluding depreciation and amortization	$	460	$	388	$	3,615	$	543
Sales and marketing		550		37		2,663		98
General and administrative		2,448		59		8,828		160
Research and development		177		19		3,753		49
Total	$	3,635	$	503	$	18,859	$	850

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Measurements

Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	—	$	—	$	—
Total	$	—	$	—	$	—	$	—
Liabilities:
Derivative liability	$	—	$	—	$	1,350	$	1,350
Other non-current liabilities:
Public Warrants		1,920		—		—		1,920
Private Warrants		—		54		—		54
Total	$	1,920	$	54	$	1,350	$	3,324


	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


	September 30,		December 31,
	2022		2021
Term (in years)	4.2		4.9
Risk-free rate	4.14	%	1.25	%
Volatility	67.3	%	31.5	%

Schedule of activity of the Level 3 instruments


	Derivative
	Liability
Balance as of December 31, 2021	$	4,875
Change in fair value of derivative liability		(3,525)
Balance as of September 30, 2022	$	1,350

Fair Value Measurements - Quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability (Details)	Sep. 30, 2022 Y item	Dec. 31, 2021 Y item
Term (in years)
Fair Value Measurements
Derivative liability, measurement input \| Y	4.2	4.9
Risk-free rate
Fair Value Measurements
Derivative liability, measurement input	0.0414	0.0125
Volatility
Fair Value Measurements
Derivative liability, measurement input	0.673	0.315

Debt

9 Months Ended

Sep. 30, 2022

Debt

Debt

9. Debt

Revolving Credit Facility

On December 30, 2020, the Company entered into a new three-year, $50.0 million, revolving loan and standby letter of credit facility agreement (the “Revolving Credit Facility”). The Revolving Credit Facility provides for the issuance of up to $15.5 million of standby letters of credit and aggregate borrowings under the Revolving Credit Facility are generally limited to 95% of qualifying investment grade accounts receivable and 90% of qualifying non-investment grade accounts receivable, subject to adjustment at the discretion of the lenders. The Revolving Credit Facility includes covenants that, among other things, require the Company to maintain at least $25.0 million of unrestricted cash at all times, and limits the ability of the Company to incur additional indebtedness, pay dividends, hold unpermitted investments, or make material changes to the business. The Company was in compliance with the financial covenant as of September 30, 2022. The $15.5 million of standby letters of credit were issued during the three months ended March 31, 2021 in favor of certain of the Company’s landlords. The Revolving Credit Facility was amended and restated in connection with the closing of the Business Combination, namely to, among other things, add the Company and certain other entities as guarantors.

Borrowings under the Revolving Credit Facility bear interest at LIBOR, subject to a floor rate of 0.75%, plus a margin of 3.75% to 4.25%, depending on the level of the Company’s utilization of the facility (6.89% at September 30, 2022), and subject to a monthly minimum utilization of $15.0 million. The facility also includes an unused commitment fee of 0.375%.

The Company had outstanding borrowings of $33.5 million and $28.5 million at September 30, 2022 and December 31, 2021, respectively. The Company had outstanding letters of credit of $15.5 million under the Revolving Credit Facility at September 30, 2022 and December 31, 2021, and the total unused borrowing capacity was $1.0 million and $5.4 million as of September 30, 2022 and December 31, 2021, respectively.

As of September 30, 2022 and December 31, 2021, the Company had $0.2 million and $0.3 million, respectively, 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 $4.5 million and $13.4 million for the three and nine months ended September 30, 2022, respectively, of which amortization of the debt discount and issuance costs comprised $1.4 million and $3.9 million for the three and nine months ended September 30, 2022, respectively.

The net carrying amount of the Notes as of September 30, 2022 and December 31, 2021 was:


	September 30, 2022		December 31, 2021
Principal outstanding	$	150,000	$	150,000
Unamortized debt discount and issuance costs		(32,764)		(36,627)
Net carrying value	$	117,236	$	113,373

The fair value of the Notes was approximately $118.2 million and $126.0 million as of September 30, 2022 and December 31, 2021, respectively. The fair value of the Notes was estimated using Level 3 inputs.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities:
Net loss	$ (95,140)	$ (15,696)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	26,292	15,033
Unrealized loss on foreign currency	4,906	1,127
Stock based compensation	18,859	850
Change in fair value of warrants	(2,964)
Change in fair value of derivative liability	(3,525)
Amortization of debt discount and deferred issuance costs	3,863
Deferred income tax	1,957	(4,336)
Loss on disposition of subsidiary		612
(Gain) loss on disposition of assets	(500)	220
Provision for doubtful accounts	654	(687)
Unrealized gain on investment	(1,260)
Non-cash lease expense	14,962
Impairment expense	2,160
Changes in operating assets and liabilities:
Accounts receivable	50,761	32,245
Prepaid expenses and other current assets and prepaid expenses and other assets	(6,469)	(17,070)
Accounts payable	4,133	1,779
Deferred rent		(2,004)
Accrued compensation	(9,048)	1,494
Accrued expenses, other current liabilities and other liabilities	(3,177)	(1,818)
Lease liabilities	(17,728)
Deferred revenue	3,367	(851)
Cash (used in) provided by operating activities	(7,897)	10,898
Investing activities:
Capital expenditures	(4,528)	(1,789)
Capitalization of internal-use software	(9,746)	(7,587)
Proceeds from sale of asset	500
Cash from acquired business, net		5,200
Cash of disposed subsidiary, less proceeds on disposition		(724)
Cash used in investing activities	(13,774)	(4,900)
Financing activities:
Proceeds from issuance of common stock		35,000
Proceeds from exercise of stock options	360	581
Payment for shares withheld for employee taxes	(1,670)
Borrowings (payments) on revolving credit facilities	5,000	(1,304)
Deferred reverse recapitalization costs	(585)
Cash provided by financing activities	3,105	34,277
Effect of currency translation on cash and cash equivalents	(2,031)	(804)
Net (decrease) increase in cash, cash equivalents and restricted cash	(20,597)	39,471
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	$ 59,136	$ 145,597

Intangible Assets, net

9 Months Ended

Sep. 30, 2022

Intangible Assets, net

Intangible Assets, net

8. Intangible Assets, net

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


	September 30, 2022								December 31, 2021
	Weighted-								Weighted-
	Average								Average
	Remaining		Gross						Remaining
	Useful Lives		Carrying		Accumulated		Net Carrying		Useful Lives	Gross Carrying		Accumulated
	(in years)		Value		Amortization		Value		(in years)	Value		Amortization		Net Carrying Value
Acquired Technology		2	$	10,600	$	4,396	$	6,204	3	$	10,600	$	1,745	$	8,855
Trademarks and Trade Names		14		111,000		6,906		104,094	15		111,000		1,356		109,644
Trademarks and Trade Names		Indefinite		1,368		—		1,368	Indefinite		1,368		—		1,368
Customer Relationships		3		17,000		3,542		13,458	4		17,000		354		16,646
Total			$	139,968	$	14,844	$	125,124		$	139,968	$	3,455	$	136,513

With respect to intangible assets, the Company amortized $3.8 million and $0.7 million for the three months ended September 30, 2022 and 2021 , respectively, and $11.4 million and $1.7 million for the nine months ended September 30, 2022 and 2021, respectively, included in Depreciation and amortization expense.

Estimated future amortization expense as of September 30, 2022 is as follows (in thousands):


Remainder of 2022	$	3,796
2023		15,183
2024		13,438
2025		11,296
2026		7,400
Thereafter		72,643
Total	$	123,756

Other Expense, Net

9 Months Ended

Sep. 30, 2022

Other Expense, Net

Other Expense, Net

20. Other Expense, Net

Other expense, net consisted of the following for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Exchange loss		(3,034)		(1,425)		(6,535)		(1,159)
Unrealized gain on investments		—		—		1,260		—
Other expense		(230)		(317)		(623)		(494)
Other income		12		7		68		733
Loss on disposition of subsidiary		—		(612)		—		(612)
Gain (loss) on disposition of assets		500		(220)		500		(220)
Total	$	(2,752)	$	(2,567)	$	(5,330)	$	(1,752)

Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2022

C Acquisition

Acquisitions and Dispositions

Schedule of fair value of consideration exchanged


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

(1)	— Includes the cash purchase price of $200.0 million adjusted for certain closing specified liabilities as specified in the C Acquisition Purchase Agreement.

(2)	— Represents 10,000,000 shares of BuzzFeed Class A common stock at a price of $9.62 per share, which is based on the Company’s closing stock price for Class A common stock on the Closing Date.

Schedule of purchase price allocation for the assets acquired and liabilities assumed


			Measurement
			Period
	Preliminary		Adjustments	Updated Preliminary
Cash	$	2,881	—	$	2,881
Accounts receivable		22,581	11		22,592
Prepaid and other current assets		17,827	281		18,108
Property and equipment		332	(15)		317
Intangible assets		119,100	—		119,100
Goodwill		189,391	(802)		188,589
Accounts payable		(2,661)	—		(2,661)
Accrued expenses		(12,319)	(910)		(13,229)
Accrued compensation		(12,867)	349		(12,518)
Deferred revenue		(5,855)	(48)		(5,903)
Deferred tax liabilities		(22,776)	1,134		(21,642)
Other liabilities		(1,468)	—		(1,468)
Total consideration for Complex Networks	$	294,166	—	$	294,166

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 September 30,		Nine Months Ended September 30,
	2021			2021
Revenue	$	118,583	$	329,187
Net loss		(7,899)		(32,984)

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

Acquisitions and Dispositions - Fair value of consideration exchanged (Details) - USD ($) $ in Thousands	Dec. 03, 2021	Feb. 16, 2021
C Acquisition
Acquisitions and Dispositions
Cash consideration	$ 197,966
Share consideration	96,200
Fair value of common stock issued	96,200
Total consideration	$ 294,166
HuffPost
Acquisitions and Dispositions
Share consideration		$ 24,064
Fair value of common stock issued		24,064
Working capital adjustments		(490)
Total consideration		$ 23,574

Net Loss Per Share - Calculation of diluted loss per share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock options
Net Loss Per Share
Diluted net income (loss) per share, as their effect would be anti-dilutive	4,204	7,349	4,204	7,349
Restricted stock units
Net Loss Per Share
Diluted net income (loss) per share, as their effect would be anti-dilutive	8,256		8,256
Warrants
Net Loss Per Share
Diluted net income (loss) per share, as their effect would be anti-dilutive	9,876		9,876
Convertible notes
Net Loss Per Share
Diluted net income (loss) per share, as their effect would be anti-dilutive	12,000		12,000
Convertible preferred stock
Net Loss Per Share
Diluted net income (loss) per share, as their effect would be anti-dilutive		94,360		94,360

Stockholders' Equity - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 3,635	$ 503	$ 18,859	$ 850
Cost of revenue, excluding depreciation and amortization
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	460	388	3,615	543
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	550	37	2,663	98
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	2,448	59	8,828	160
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 177	$ 19	$ 3,753	$ 49

Debt - Net carrying amount (Details) - Convertible Notes [Member] - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt
Principal outstanding	$ 150,000	$ 150,000
Unamortized debt discount and issuance costs	(32,764)	(36,627)
Net carrying value	117,236	113,373
Fair value of the Notes	$ 118,200	$ 126,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Acquisitions and Dispositions - Company pro forma combined revenues and net income (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Acquisitions and Dispositions
Revenue	$ 118,583	$ 329,187
Net loss	$ (7,899)	$ (32,984)

Acquisitions and Dispositions - Goodwill Impairment Test (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 03, 2021
Acquisitions and Dispositions
Goodwill		$ 194,079	$ 194,881	$ 188,600
Discount rate used for discounted cash flows	20.00%
Growth rate percentage	12.00%
Terminal growth rate for cashflows	2.50%
Number of days prior to the measurement date considered for average share price	7 days
Number of days prior to the measurement date taken for average share price	30 days
Number of years historical transactions used for estimation of control premium	16 years
Percentage of increase in the fair value on carrying value	6.00%
Impairment loss on goodwill	$ 0	$ 0

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment, Net, by Type
Total	$ 63,468		$ 63,468		$ 59,384
Less: Accumulated depreciation	(44,022)		(44,022)		(36,332)
Net Carrying Value	19,446		19,446		23,052
Depreciation	2,900	$ 2,000	7,900	$ 5,600
Leasehold improvements
Property, Plant and Equipment, Net, by Type
Total	50,534		50,534		47,573
Furniture and fixtures
Property, Plant and Equipment, Net, by Type
Total	6,389		6,389		6,029
Computer equipment
Property, Plant and Equipment, Net, by Type
Total	5,762		5,762		5,134
Video equipment
Property, Plant and Equipment, Net, by Type
Total	$ 783		$ 783		$ 648

Intangible Assets, net (Tables)

9 Months Ended

Sep. 30, 2022

Intangible Assets, net

Schedule of intangible assets and the weighted average remaining useful lives


	September 30, 2022								December 31, 2021
	Weighted-								Weighted-
	Average								Average
	Remaining		Gross						Remaining
	Useful Lives		Carrying		Accumulated		Net Carrying		Useful Lives	Gross Carrying		Accumulated
	(in years)		Value		Amortization		Value		(in years)	Value		Amortization		Net Carrying Value
Acquired Technology		2	$	10,600	$	4,396	$	6,204	3	$	10,600	$	1,745	$	8,855
Trademarks and Trade Names		14		111,000		6,906		104,094	15		111,000		1,356		109,644
Trademarks and Trade Names		Indefinite		1,368		—		1,368	Indefinite		1,368		—		1,368
Customer Relationships		3		17,000		3,542		13,458	4		17,000		354		16,646
Total			$	139,968	$	14,844	$	125,124		$	139,968	$	3,455	$	136,513

Schedule of estimated future amortization expense

Estimated future amortization expense as of September 30, 2022 is as follows (in thousands):


Remainder of 2022	$	3,796
2023		15,183
2024		13,438
2025		11,296
2026		7,400
Thereafter		72,643
Total	$	123,756

Intangible Assets, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Intangible Assets, net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Intangible Assets, net
Gross Carrying Value	$ 139,968		$ 139,968		$ 139,968
Accumulated Amortization	14,844		14,844		3,455
Net Carrying Value	125,124		125,124		136,513
Depreciation and amortization expense associated with intangible assets	3,800	$ 700	11,400	$ 1,700
Trademarks and Trade Names
Intangible Assets, net
Indefinite-lived intangible assets	1,368		$ 1,368		$ 1,368
Acquired Technology
Intangible Assets, net
Weighted-Average Remaining Useful Lives (in years)			2 years		3 years
Gross Carrying Value	10,600		$ 10,600		$ 10,600
Accumulated Amortization	4,396		4,396		1,745
Net Carrying Value	6,204		$ 6,204		$ 8,855
Trademarks and Trade Names
Intangible Assets, net
Weighted-Average Remaining Useful Lives (in years)			14 years		15 years
Gross Carrying Value	111,000		$ 111,000		$ 111,000
Accumulated Amortization	6,906		6,906		1,356
Net Carrying Value	104,094		$ 104,094		$ 109,644
Customer Relationships
Intangible Assets, net
Weighted-Average Remaining Useful Lives (in years)			3 years		4 years
Gross Carrying Value	17,000		$ 17,000		$ 17,000
Accumulated Amortization	3,542		3,542		354
Net Carrying Value	$ 13,458		$ 13,458		$ 16,646

Leases - Schedule of Future minimum lease payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leases, Future Minimum Lease Payments,
2022	$ 33,817
2023	31,910
2024	23,885
2025	21,148
2026	8,441
Thereafter	2,642
Total	$ 121,843

Supplemental Disclosures - Film Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021
Individual Monetization:
Feature films in production	$ 4,058			$ 3,690
Total	4,058			$ 3,690
Amortized film costs associated with individually monetized feature films	$ 3,800	$ 3,900
Amortized film costs		$ 0	$ 0

Description of the Business (Details) $ in Thousands	9 Months Ended
Description of the Business (Details) $ in Thousands	Sep. 30, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Number of reportable segments \| segment	1
Cash and cash equivalents	$ 59,136	$ 79,733
Accumulated deficit	$ (417,621)	$ (322,106)
CM Partners, LLC
Percentage of membership interests acquired	100.00%

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases

Schedule of operating lease assets and liabilities


	September 30, 2022
Assets
Right-of-use assets	$	61,303

Liabilities
Current lease liabilities		25,562
Noncurrent lease liabilities		52,490
Total lease liabilities	$	78,052

Schedule of other information relating to leases


	Nine Months Ended
	September 30, 2022
Supplemental cash flow information:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating lease liabilities		25,434


	September 30, 2022
Weighted average remaining lease term (years)	3.31
Weighted average discount rate	13.02	%

Schedule of maturities of lease liabilities


Year	Operating Leases
Remainder of 2022	$	8,599
2023		32,031
2024		23,716
2025		20,979
2026		8,272
Thereafter		2,193
Total lease payments		95,790
Less: imputed interest		(17,738)
Total	$	78,052

Schedule of sublease receipts to be received in the future under noncancelable subleases


Year	Amount
Remainder of 2022	$	4,027
2023		15,694
2024		15,538
2025		15,538
2026		4,886
Thereafter		178
Total	$	55,861

Schedule of components of lease costs


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Operating lease cost	$	7,653	$	22,820
Sublease income		(2,680)		(6,350)
Total lease cost	$	4,973	$	16,470

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

Net Loss Per Share - Additional information (Details) - shares shares in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Restricted stock
Net Loss Per Share
Diluted net loss per share, as their effect would be anti-dilutive	5.3	5.3

Intangible Assets, net - Estimated Future Amortization (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity
Remainder of 2022	$ 3,796
2023	15,183
2024	13,438
2025	11,296
2026	7,400
Thereafter	72,643
Total	$ 123,756

Related party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Related Party Transactions

18.Related Party Transactions

The Company recognized revenue from NBCUniversal Media, LLC (“NBCU”) of $1.2 million and $0.8 million for the three months ended September 30, 2022 and 2021, respectively, and $3.3 million and $1.3 million for the nine months ended September 30, 2022 and 2021, respectively. The Company recognized expenses under contractual obligations from NBCU of $0.2 million and $0.3 million for the three months ended September 30, 2022 and 2021, respectively, and $0.6 million and $0.7 million for the nine months ended September 30, 2022 and 2021, respectively. The Company had outstanding receivable balances of $1.5 million and $1.2 million from NBCU as of September 30, 2022 and December 31, 2021, respectively. The Company had outstanding payable balances of $0.3 million and $0.3 million to NBCU as of September 30, 2022 and December 31, 2021, respectively.

Restructuring Costs (Details) - USD ($) $ in Millions		3 Months Ended	9 Months Ended
Restructuring Costs (Details) - USD ($) $ in Millions	Mar. 09, 2021	Sep. 30, 2022	Sep. 30, 2022
Restructuring Costs
Restructuring costs	$ 3.6	$ 0.0	$ 5.3
Unpaid restructuring costs		$ 0.6	0.6
Cost of revenue, excluding depreciation and amortization
Restructuring Costs
Restructuring costs	3.2		4.4
General and administrative
Restructuring Costs
Restructuring costs			0.5
Sales and marketing
Restructuring Costs
Restructuring costs	0.3		0.3
Research and development
Restructuring Costs
Restructuring costs	$ 0.1		$ 0.1

Summary of Significant Accounting Policies (Polices)	9 Months Ended
Summary of Significant Accounting Policies (Polices)	Sep. 30, 2022
Summary of Significant Accounting Policies
Basis of Financial Statements and Principles of Consolidation	Basis of Financial Statements and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. As such, the accompanying condensed consolidated financial statements and these related notes should be read in conjunction with the Company’s consolidated financial statements and related notes as of and for the year ended December 31, 2021, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2022. The condensed consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries, and any variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year figures have been reclassified to conform to current period presentation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process actual results could differ from those estimates. Key estimates and assumptions relate primarily to revenue recognition, fair values of intangible assets acquired in business combinations, valuation allowances for deferred income tax assets, allowance for doubtful accounts, fair value of the derivative liability, fair values used for stock-based compensation in periods prior to the Business Combination, useful lives of fixed assets, and capitalized software costs.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires leased assets and lease liabilities to be recognized on the balance sheet. On January 1, 2022, the Company adopted Accounting Standards Codification (“ASC”) 842 using the modified retrospective method. Prior period amounts were not adjusted and continue to be reported in accordance with historical accounting under ASC 840. The Company elected to use the package of practical expedients permitted under the transition guidance. Accordingly, the Company did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) any initial direct costs for any existing leases. The Company elected to use the practical expedient to combine lease and non-lease components for all classes of assets. Additionally, the Company elected not to record on the balance sheet leases with a term of twelve months or less. Upon adoption, the Company recorded right of use assets of $77.8 million and lease liabilities of $96.0 million. The adoption of ASC 842 did not result in a material impact to the condensed consolidated statements of operations or cash flows. See Note 15 for more information about the adoption of ASC 842 and related disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance was effective for the Company for annual reporting periods beginning after December 15, 2020, and interim reporting periods beginning after December 15, 2021. The Company adopted ASU 2018-15 prospectively for the Company’s annual reporting period effective January 1, 2021 and for interim reporting periods beginning on January 1, 2022. The adoption did not have a significant impact on the Company’s condensed consolidated financial statements. 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 (“ASU 2021-08”). ASU 2021-08 requires an acquirer to account for revenue contracts acquired in a business combination in accordance with ASC 606, as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts, at fair value on the acquisition date. As permitted by the ASU, the Company elected to early adopt the amendments in the fourth quarter of 2021 and retrospectively applied ASU 2021-08 to its acquisitions that occurred in 2021. The adoption of ASU 2021-08 did not have a significant impact on the Company’s condensed consolidated financial statements. 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 (“ASU 2020-06”). The ASU eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. For contracts in an entity’s own equity, the new guidance eliminates some of the requirements in ASC 815-40 for equity classification. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share (EPS) calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. Early adoption is permitted for all entities for fiscal periods beginning after December 15, 2020, including interim periods within the same fiscal year. The ASU allows entities to use a modified or full retrospective transition method. The Company elected to early adopt ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have a significant impact on the Company’s condensed consolidated financial statements. 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, which aligns the accounting for capitalizing production costs of episodic television series with the guidance for films. As a result, the capitalization of costs incurred to produce episodic television series is no longer limited to the amount of revenue contracted in the initial market until persuasive evidence of a secondary market exists. In addition, under this guidance the Company tests its film costs for impairment on a title-by-title basis or together with other films and series as part of a group, based on the predominant monetization strategy of the film or series. Further, for film costs monetized in a film group, the guidance requires any change to the estimated life of the film or television series to be accounted for prospectively. The guidance eliminates existing balance sheet classification guidance and adds new disclosure requirements relating to costs for acquired and 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), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the timing and impact of adopting ASU 2016-13 on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendments also improve consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The guidance is effective for the Company for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting the new guidance on the Company’s condensed consolidated financial statements.

Stockholders' Equity - Summary of the restricted stock unit activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Weighted Average Grant-Date Fair Value
Recognized compensation costs	$ 3,635	$ 503	$ 18,859	$ 850
Restatement
Weighted Average Grant-Date Fair Value
Recognized compensation costs			8,200
Cost of revenue, excluding depreciation and amortization
Weighted Average Grant-Date Fair Value
Recognized compensation costs	460	388	3,615	543
Cost of revenue, excluding depreciation and amortization \| Restatement
Weighted Average Grant-Date Fair Value
Recognized compensation costs			2,300
Sales and marketing
Weighted Average Grant-Date Fair Value
Recognized compensation costs	550	37	2,663	98
Sales and marketing \| Restatement
Weighted Average Grant-Date Fair Value
Recognized compensation costs			1,000
General and administrative
Weighted Average Grant-Date Fair Value
Recognized compensation costs	2,448	59	8,828	160
General and administrative \| Restatement
Weighted Average Grant-Date Fair Value
Recognized compensation costs			1,900
Research and development
Weighted Average Grant-Date Fair Value
Recognized compensation costs	$ 177	$ 19	3,753	$ 49
Research and development \| Restatement
Weighted Average Grant-Date Fair Value
Recognized compensation costs			$ 3,000
Restricted stock
Number of shares
Outstanding at the beginning			5,235
Granted			8,104
Vested			(4,179)
Forfeited			(904)
Outstanding at the end	8,256		8,256
Weighted Average Grant-Date Fair Value
Outstanding at the beginning			$ 8.88
Granted			3.12
Vested			8.32
Forfeited			6.24
Outstanding at the end	$ 3.81		$ 3.81
Number of RSUs outstanding subject to a certain vesting condition	8,256		8,256
Restricted stock units
Number of shares
Outstanding at the end	2,400		2,400
Weighted Average Grant-Date Fair Value
Unrecognized compensation costs	$ 19,500		$ 19,500
Number of RSUs outstanding subject to a certain vesting condition	2,400		2,400

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Taxes

Income Taxes

13.Income Taxes

The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision.

The Inflation Reduction Act of 2022 (the "Act") was signed into U.S. law on August 16, 2022. The Act includes various tax provisions, including an excise tax on stock repurchases, expanded tax credits for clean energy incentives, and a corporate alternative minimum tax that generally applies to U.S. corporations with average adjusted financial statement income over a three-year period in excess of $1 billion. The Company does not expect the Act to have a material impact on its condensed consolidated financial statements.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income tax provision (benefit)	$	890		$	(353)		$	3,036		$	(5,011)
Effective tax rate		(3.4)	%		9.0	%		(3.3)	%		24.2	%

For the three and nine months ended September 30, 2022, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis. Additionally, the Company recorded a $0.9 million discrete tax expense during the quarter, primarily related to changes to the Company's valuation allowance related to Complex's measurement period adjustments as a result of the finalization of Complex pre-acquisition tax filings.

For the three months ended September 30, 2021, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis.

For the nine months ended September 30 2021, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis; however, the Company recorded a $4.3 million discrete tax benefit related to the release of a portion of the Company’s previously established valuation allowance to offset deferred tax liabilities arising from the HuffPost Acquisition.

The Company, or one of its subsidiaries, files its tax returns in the U.S. and certain state and foreign income tax jurisdictions with varying statute of limitations. The major jurisdictions in which the Company is subject to potential examination by tax authorities are the United States, the United Kingdom, Japan, and Canada.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Measurements

Fair Value Measurements

5. Fair Value Measurements

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


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	—	$	—	$	—
Total	$	—	$	—	$	—	$	—
Liabilities:
Derivative liability	$	—	$	—	$	1,350	$	1,350
Other non-current liabilities:
Public Warrants		1,920		—		—		1,920
Private Warrants		—		54		—		54
Total	$	1,920	$	54	$	1,350	$	3,324


	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 September 30, 2022 and December 31, 2021 includes public and private warrants that were originally issued by 890, but which were assumed by the Company as part of the Closing of the Business Combination (the “Public Warrants” and “Private Warrants”, respectively, or together, the “Public and Private Warrants”). The Public and Private Warrants are

recorded on the balance sheet at fair value. The carrying amount is subject to remeasurement at each balance sheet date. With each remeasurement, the carrying amount is adjusted to fair value, with the change in fair value recognized in the Company’s condensed consolidated statements of operations and comprehensive loss.

The Public Warrants are publicly traded under the symbol “BZFDW”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The closing price of the Public Warrants was $0.20 and $0.50 as of September 30, 2022 and December 31, 2021, respectively.

As of September 30, 2022 and December 31, 2021, Level 3 instruments consisted of the Company’s derivative liability related to the Notes. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. To measure the fair value of the derivative liability, the Company compared the calculated value of the Notes with the indicated value of the host instrument, defined as the straight-debt component of the Notes. The difference between the value of the straight-debt host instrument and the fair value of the Notes resulted in the value of the derivative liability. The value of the straight-debt host instrument was estimated based on a binomial lattice model, excluding the conversion option and the make-whole payment upon conversion.

The following table provides quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability:


	September 30,		December 31,
	2022		2021
Term (in years)	4.2		4.9
Risk-free rate	4.14	%	1.25	%
Volatility	67.3	%	31.5	%

The following table represents the activity of the Level 3 instruments:


	Derivative
	Liability
Balance as of December 31, 2021	$	4,875
Change in fair value of derivative liability		(3,525)
Balance as of September 30, 2022	$	1,350

There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2022.

Equity Investment

For equity investments in entities that the Company does not exercise significant influence over, if the fair value of the investment is not readily determinable, the investment is accounted for at cost, and adjusted for subsequent observable price changes. If the fair value of the investment is readily determinable, the investment is accounted for at fair value. The Company reviews equity investments without readily determinable fair values at each period end to determine whether they have been impaired.

As of September 30, 2022 and December 31, 2021, the Company had an investment in equity securities of a privately-held company without a readily determinable fair value. The total carrying value of the investment, included in prepaid and other assets on the condensed consolidated balance sheets, was $3.6 million and $2.3 million as of September 30, 2022 and December 31, 2021, respectively. The Company concluded that the fair value of the investment increased $1.3 million during the nine months ended September 30, 2022 as the result of observable price changes in orderly transactions for a similar investment in the same issuer.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2022

Property and Equipment, net

Schedule of property and equipment, net


	September 30, 2022		December 31, 2021
Leasehold improvements	$	50,534	$	47,573
Furniture and fixtures		6,389		6,029
Computer equipment		5,762		5,134
Video equipment		783		648
Total		63,468		59,384
Less: Accumulated depreciation		(44,022)		(36,332)
Net Carrying Value	$	19,446	$	23,052

Segment Information

9 Months Ended

Sep. 30, 2022

Segment Information

Segment Information

17.Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance.

The Company has determined that its chief executive officer (“CEO”) is its CODM who makes resource allocation decisions and assesses performance based upon financial information at the consolidated level. The Company manages its operations as a single segment for the purpose of assessing and making operating decisions. Since the Company operates in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Supplemental Disclosures - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Supplemental Cash Flow Disclosures
Cash paid for income taxes, net	$ 2,098	$ 1,186
Cash paid for interest	8,495	666
Non-cash investing and financing activities:
Accounts payable and accrued expenses related to property and equipment	$ 549	988
HuffPost and Verizon Investment
Non-cash investing and financing activities:
Issuance of common stock for HuffPost Acquisition		$ 24,064

Supplemental Disclosures

9 Months Ended

Sep. 30, 2022

Supplemental Disclosures

Supplemental Disclosures

19. Supplemental Disclosures

Film Costs

Film costs, which were included in prepaid and other assets on the condensed consolidated balance sheets, were as follows:


	September 30, 2022		December 31, 2021
Individual Monetization:
Feature films in production	$	4,058	$	3,690
Total	$	4,058	$	3,690

The Company amortized film costs of $3.8 million and $3.9 million associated with individually monetized feature films for the three and nine months September 30, 2022, respectively. No amortization of film costs was recorded during the three or nine months ended September 30, 2021.

Supplemental Cash Flow Disclosures


	Nine Months Ended September 30,
	2022		2021
Cash paid for income taxes, net	$	2,098	$	1,186
Cash paid for interest		8,495		666
Non-cash investing and financing activities:
Accounts payable and accrued expenses related to property and equipment		549		988
Issuance of common stock for HuffPost Acquisition		—		24,064

Fair Value Measurements - Money Market Funds (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements
Cash equivalents:		$ 1
Other non-current liabilities:
Total	$ 3,324	9,813
Transfers between fair value measurements levels	0
Level 1
Fair Value Measurements
Cash equivalents:		1
Other non-current liabilities:
Total	1,920	4,792
Level 2
Other non-current liabilities:
Total	54	146
Level 3
Other non-current liabilities:
Total	1,350	4,875
Money market funds
Fair Value Measurements
Cash equivalents:		1
Money market funds \| Level 1
Fair Value Measurements
Cash equivalents:		1
Public Warrants
Other non-current liabilities:
Other non-current liabilities	$ 1,920	$ 4,792
Warrants, exercise price	$ 0.20	$ 0.50
Public Warrants \| Level 1
Other non-current liabilities:
Other non-current liabilities	$ 1,920	$ 4,792
Private Warrants
Other non-current liabilities:
Other non-current liabilities	54	146
Private Warrants \| Level 2
Other non-current liabilities:
Other non-current liabilities	54	146
Fair value
Liabilities:
Derivative liability	1,350	4,875
Fair value \| Level 3
Liabilities:
Derivative liability	$ 1,350	$ 4,875

Revenue Recognition (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Revenue Recognition
Contract assets	$ 15,000	$ 13,300
Deferred revenue	5,055	1,676
Revenue recognized included in deferred revenue		$ 1,000
Transaction price allocated to the remaining performance obligations	$ 1,100
Maximum
Revenue Recognition
Expected recognized period (in years)	2 years

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

Commitments and Contingencies

16.Commitments and Contingencies

Guarantees

In September 2018, at the time of its equity investment in a private company, the Company agreed to guarantee the lease of the investee’s 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 September 30, 2022, the maximum amount of the guarantee was $1.5 million, and no liability was recognized with respect to the guarantee.

In the course of its business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not fulfill its obligations under an indemnification obligation. The Company records a liability for indemnification obligations and other contingent liabilities when probable and reasonably estimable.

Legal Matters

The Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of such matters cannot be predicted with certainty and the impact that the final resolution of such matters will ultimately have on the Company’s condensed consolidated financial statements is not known, the Company does not believe that the resolution of these matters will have a material adverse effect on the Company’s future results of operations or cash flows.

The Company settled or resolved certain legal matters during the three and nine months ended September 30, 2022 and 2021 that did not individually or in the aggregate have a material impact on the Company’s business or its condensed consolidated balance sheets, results of operations or cash flows.

Debt - Convertible Notes (Details) - Convertible Notes - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Jun. 30, 2021
Debt
Aggregate principal amount of notes issued			$ 150.0
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 days
Number of consecutive trading days		30 days
Repurchase price as percentage of par plus accrued and unpaid interest		101.00%
Derivative liability	$ 31.6	$ 31.6
Effective interest rate	15.00%	15.00%
Interest expense	$ 4.5	$ 13.4
Amortization of debt discount and issuance costs	$ 1.4	$ 3.9
After the one year anniversary, and prior to the three-year anniversary
Debt
Term for calculating amount of interest declining ratably		1 year
Term for calculating amount of interest on the aggregate principal amount		3 years
From the one year anniversary of the issuance of the Notes to the two year anniversary
Debt
Term for calculating amount of interest declining ratably		18 months
Term for calculating amount of interest on the aggregate principal amount		12 months
From the two year anniversary of the issuance of the Notes to the three year anniversary
Debt
Term for calculating amount of interest declining ratably		12 months
Term for calculating amount of interest on the aggregate principal amount		0 days

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Net Loss Per Share

Net Loss Per Share

12.Net Loss Per Share

Net loss per share is computed using the two-class method. Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the effect of the assumed exercise of stock options, the vesting of RSUs, the exercise of warrants, the conversion of the Notes, and the conversion of convertible preferred stock only in the periods in which such effect would have been dilutive.

Holders of convertible preferred stock did not participate in losses and, accordingly, losses for the three and nine months ended September 30, 2021 were allocated entirely to holders of Class A, Class B, and Class C common stock. For the three and nine months

ended September 30, 2022 and 2021, net loss per share amounts were the same for Class A, Class B, and Class C common stock because the holders of each class are entitled to equal per share dividends.

The table below presents the computation of basic and diluted net loss per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(26,993)	$	(3,582)	$	(95,140)	$	(15,696)
Net income attributable to the redeemable noncontrolling interest		—		67		164		212
Net (loss) income attributable to noncontrolling interests		(137)		137		211		(173)
Net loss attributable to holders of Class A, Class B, and Class C common stock	$	(26,856)	$	(3,786)		(95,515)		(15,735)
Denominator:
Weighted average common shares outstanding, basic and diluted		138,939		18,618		137,591		17,464
Net loss per common share, basic and diluted	$	(0.19)	$	(0.20)	$	(0.69)	$	(0.90)

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 September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Stock options	4,204	7,349	4,204	7,349
Restricted stock units	8,256	—	8,256	—
Warrants	9,876	—	9,876	—
Convertible notes	12,000	—	12,000	—
Convertible preferred stock	—	94,360	—	94,360

Additionally, the calculation of diluted loss per share excluded 5.3 million RSUs for the three and nine months ended September 30, 2021, respectively, for which the related liquidity condition had not been met.

Subsequent Events (Details) $ in Millions	Oct. 31, 2022 USD ($)
Subsequent Events
Subsequent Event
Total estimated lease payments per month	$ 0.4

Acquisitions and Dispositions - Estimated fair value of each of the identifiable intangible assets (Details) $ in Thousands	Dec. 03, 2021 USD ($)
Trademarks & tradenames
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

Income Taxes - Additional information (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Taxes
U.S. federal statutory income tax rate		21.00%	21.00%	21.00%	21.00%
Discrete tax benefit (expense)	$ (0.9)				$ 4.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 59,136	$ 79,733
Accounts receivable (net of allowance for doubtful accounts of $1,748 as at September 30, 2022 and $1,094 as at December 31, 2021)	90,057	142,909
Prepaid and other current assets	33,461	29,017
Total current assets	182,654	251,659
Property and equipment, net	19,446	23,052
Right-of-use assets	61,303
Capitalized software costs, net	19,294	16,554
Intangible assets, net	125,124	136,513
Goodwill	194,079	194,881
Prepaid and other assets	16,079	14,555
Total assets	617,979	637,214
Current liabilities
Accounts payable	22,901	16,025
Accrued expenses	27,401	31,386
Deferred rent		4,894
Deferred revenue	5,055	1,676
Accrued compensation	27,657	37,434
Current lease liabilities	25,562
Other current liabilities	1,749	2,731
Total current liabilities	110,325	94,146
Deferred rent		12,504
Noncurrent lease liabilities	52,490
Debt	150,740	141,878
Derivative liability	1,350	4,875
Warrant liabilities	1,974	4,938
Other liabilities	3,385	3,992
Total liabilities	320,264	262,333
Commitments and contingencies
Redeemable noncontrolling interest		2,294
Stockholders' equity
Additional paid-in capital	713,418	695,869
Accumulated deficit	(417,621)	(322,106)
Accumulated other comprehensive loss	(2,123)	(3,233)
Total BuzzFeed, Inc. stockholders' equity	293,689	370,543
Noncontrolling interests	4,026	2,044
Total stockholders' equity	297,715	372,587
Total liabilities and equity	617,979	637,214
Class A common stock
Stockholders' equity
Common stock	13	11
Class B common Stock
Stockholders' equity
Common stock	1	1
Class C common stock
Stockholders' equity
Common stock	$ 1	$ 1

Capitalized Software Costs, net

9 Months Ended

Sep. 30, 2022

Capitalized Software Costs, net

Capitalized Software Costs, net

7. Capitalized Software Costs, net

Capitalized software costs, net consisted of the following:


	September 30, 2022		December 31, 2021
Website and internal-use software	$	91,653	$	81,908
Less: Accumulated amortization		(72,359)		(65,354)
Net Carrying Value	$	19,294	$	16,554

The Company capitalized $3.1 million and $3.3 million for the three months ended September 30, 2022 and 2021, respectively, and $9.7 million and $7.6 million for the nine months ended September 30, 2022 and 2021, respectively, included in Capitalized software costs. The Company amortized $2.5 million and $2.7 million for the three months ended September 30, 2022 and 2021, respectively, and $7.0 million and $7.7 million for the nine months ended September 30, 2022 and 2021, respectively, included in Depreciation and amortization expense.

Fair Value Measurements - Equity-method Investment (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements
Increase in fair value of investment	$ 1.3
Prepaid and other assets
Fair Value Measurements
Carrying value of the investment in equity securities without a readily determinable fair value	$ 3.6	$ 2.3

Leases

9 Months Ended

Sep. 30, 2022

Leases

Leases

15.Leases

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. On July 8, 2022, the Company entered into a sublease with Monday.com with respect to substantially all of the Company's existing corporate headquarters. The sublease commenced on August 26, 2022 and expires on May 30, 2026, unless terminated sooner in accordance with the provisions of the sublease. Pursuant to the terms of the sublease, Monday.com will pay a fixed monthly rent of $0.8 million, subject to periodic increases. See Note 21 for information regarding an impairment charge the Company recorded during the three months ended September 30, 2022 with respect to the original lease.

Sublease rent income is recognized as an offset to rent expense on a straight-line basis over the lease term. In addition to sublease rent, other costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs.

The following illustrates the lease costs for the three and nine months ended September 30, 2022:


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Operating lease cost	$	7,653	$	22,820
Sublease income		(2,680)		(6,350)
Total lease cost	$	4,973	$	16,470

All components of total lease cost are recorded within General and administrative expenses within the condensed consolidated statement of operations. The Company does not have material short-term or variable lease costs.

The following amounts were recorded in the Company’s condensed consolidated balance sheet related to operating leases:


	September 30, 2022
Assets
Right-of-use assets	$	61,303

Liabilities
Current lease liabilities		25,562
Noncurrent lease liabilities		52,490
Total lease liabilities	$	78,052

Other information related to leases was as follows:


	Nine Months Ended
	September 30, 2022
Supplemental cash flow information:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating lease liabilities		25,434


	September 30, 2022
Weighted average remaining lease term (years)	3.31
Weighted average discount rate	13.02	%

Maturities of lease liabilities as of September 30, 2022 were as follows:


Year	Operating Leases
Remainder of 2022	$	8,599
2023		32,031
2024		23,716
2025		20,979
2026		8,272
Thereafter		2,193
Total lease payments		95,790
Less: imputed interest		(17,738)
Total	$	78,052

Sublease receipts to be received in the future under noncancelable subleases as of September 30, 2022 were as follows:


Year	Amount
Remainder of 2022	$	4,027
2023		15,694
2024		15,538
2025		15,538
2026		4,886
Thereafter		178
Total	$	55,861

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

Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	May 01, 2021
Redeemable Noncontrolling Interest
Beginning balance	$ 2,458	$ 2,294	$ 1,503	$ 908	$ 848
Merger of BuzzFeed Japan and HuffPost Japan				510
Allocation of net (income) loss		164	67	85	60
Reclassification to permanent equity	$ (2,458)
Ending balance		$ 2,458	$ 1,570	$ 1,503	$ 908
BuzzFeed Japan
Redeemable Noncontrolling Interest
Ownership (In percentage)						49.00%
Yahoo Japan's
Redeemable Noncontrolling Interest
Ownership (In percentage)							24.50%

Debt (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
Debt (Details) - USD ($) $ in Thousands	Dec. 30, 2020	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Debt
Outstanding borrowings			$ 150,740	$ 141,878
Revolving credit facility
Debt
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%
Minimum unrestricted cash to be maintained	$ 25,000
Outstanding borrowings			33,500	28,500
Unused borrowing capacity			1,000	5,400
Debt issuance cost			$ 200	$ 300
Revolving credit facility \| LIBOR
Debt
Debt instrument margin rate			6.89%
Debt Instrument Floor Rate 1			0.75%
Percentage of fee on unused commitments			0.375%
Revolving credit facility \| LIBOR \| Minimum
Debt
Debt instrument margin rate			3.75%
Minimum monthly average utilization of debt			$ 15,000
Revolving credit facility \| LIBOR \| Maximum
Debt
Debt instrument margin rate			4.25%
Standby letters of credit
Debt
Maximum borrowing capacity	$ 15,500
Issuance of letter of credit		$ 15,500

Leases (Details) $ in Thousands	9 Months Ended
Leases (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases
Right-of-use assets	$ 61,303
Current lease liabilities	25,562
Noncurrent lease liabilities	52,490
Total lease liabilities	78,052
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating lease liabilities	$ 25,434
Weighted average remaining lease term (years)	3 years 3 months 21 days
Weighted average discount rate	13.02%

Fair Value Measurements - Activity of the Level 3 instruments (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value Measurements
Beginning balance	$ 4,875
Change in fair value of derivative liability	(3,525)
Ending balance	$ 1,350

Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue Recognition
Revenue	$ 103,733	$ 90,096	$ 302,051	$ 251,848
United States
Revenue Recognition
Revenue	94,582	79,074	272,869	224,854
International
Revenue Recognition
Revenue	9,151	11,022	29,182	26,994
Advertising
Revenue Recognition
Revenue	50,404	50,240	152,296	136,693
Content
Revenue Recognition
Revenue	38,416	26,483	110,979	70,261
Commerce and other
Revenue Recognition
Revenue	$ 14,913	$ 13,373	$ 38,776	$ 44,894

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Leases - Sublease receivables (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases
Remainder of 2022	$ 4,027
2023	15,694
2024	15,538
2025	15,538
2026	4,886
Thereafter	178
Total	$ 55,861

Impairment Expense

9 Months Ended

Sep. 30, 2022

Impairment Expense

Impairment Expense

21. Impairment Expense

During the three months ended September 30, 2022, the Company subleased its former corporate headquarters to Monday.com. The sublease commenced on August 26, 2022 and expires on May 30, 2026, unless terminated sooner in accordance with the provisions of the sublease. In connection with the sublease, the Company afforded the subtenant a four-month rent free period which was the main driver in the resulted cash outflows in excess of cash inflows over the life of the sublease. As such, the Company identified a triggering event for a potential impairment with respect to certain assets associated with the subleased property (right-of-use assets and leasehold improvements). The Company determined the subleased property represented a separate asset class for the purposes of impairment testing and measurement, and the Company recorded a non-cash impairment charge of $2.2 million, with $1.4 million allocated to the right-of-use asset, and the remaining $0.8 million allocated to leasehold improvements. The fair values were determined based on estimated future discounted cash flows using market participant assumptions.

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Schedule of net carrying amount of the notes


	September 30, 2022		December 31, 2021
Principal outstanding	$	150,000	$	150,000
Unamortized debt discount and issuance costs		(32,764)		(36,627)
Net carrying value	$	117,236	$	113,373

Impairment Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Impairment Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2022
Impairment Expense
Subtenant rent free period (in months)		4 months
Non-cash impairment charge	$ 2,160	$ 2,160
Non-cash impairment charge allocated to the right-of-use asset		1,400
Non-cash impairment charge allocated to leasehold improvements		$ 800

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 10, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
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	229 West 43rd Street
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10036
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	true
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	Q3
Document Fiscal Year Focus	2022
Amendment Flag	false
Class A common stock
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	BZFD
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		125,981,696
Class B common Stock
Entity Common Stock, Shares Outstanding		6,678,413
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

Leases - Maturities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases
Remainder of 2022	$ 8,599
2023	32,031
2024	23,716
2025	20,979
2026	8,272
Thereafter	2,193
Total lease payments	95,790
Less: imputed interest	(17,738)
Total lease liabilities	$ 78,052

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 103,733	$ 90,096	$ 302,051	$ 251,848
Costs and Expenses
Cost of revenue, excluding depreciation and amortization	60,989	48,837	183,336	135,903
Sales and marketing	16,317	11,218	52,808	34,170
General and administrative	27,254	19,829	92,381	65,274
Research and development	5,900	5,686	23,345	19,285
Depreciation and amortization	9,198	5,407	26,292	15,033
Impairment expense	2,160		2,160
Total costs and expenses	121,818	90,977	380,322	269,665
Loss from operations	(18,085)	(881)	(78,271)	(17,817)
Other expense, net	(2,752)	(2,567)	(5,330)	(1,752)
Interest expense, net	(5,171)	(487)	(14,992)	(1,138)
Change in fair value of warrant liabilities	(395)		2,964
Change in fair value of derivative liability	(300)		(3,525)
Loss before income taxes	(26,103)	(3,935)	(92,104)	(20,707)
Income tax provision (benefit)	890	(353)	3,036	(5,011)
Net loss	(26,993)	(3,582)	(95,140)	(15,696)
Net income attributable to the redeemable noncontrolling interest		67	164	212
Net (loss) income attributable to noncontrolling interests	(137)	137	211	(173)
Net loss attributable to BuzzFeed, Inc.	$ (26,856)	$ (3,786)	$ (95,515)	$ (15,735)
Net loss per Class A, Class B and Class C common share:
Basic	$ (0.19)	$ (0.20)	$ (0.69)	$ (0.90)
Diluted	$ (0.19)	$ (0.20)	$ (0.69)	$ (0.90)
Weighted average common shares outstanding:
Basic	138,939	18,618	137,591	17,464
Diluted	138,939	18,618	137,591	17,464

Redeemable Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2022

Redeemable Noncontrolling Interest

Schedule of redeemable non controlling interest


	2022		2021
Balance as of January 1,	$	2,294	$	848
Allocation of net (income) loss		164		60
Balance as of March 31,	$	2,458	$	908
Merger of BuzzFeed Japan and HuffPost Japan		—		510
Allocation of net (income) loss		—		85
Reclassification to permanent equity		(2,458)		—
Balance as of June 30,	$	—	$	1,503
Allocation of net (income) loss		—		67
Balance as of September 30,	$	—	$	1,570

Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2022

Acquisitions and Dispositions

Acquisitions and Dispositions

3. Acquisitions and Dispositions

C Acquisition

On December 3, 2021, the Company completed the acquisition of 100% of the members’ interests of Complex Networks, a publisher of online media content targeting Millennial and Gen Z consumers (the “C Acquisition”).

The following table summarizes the fair value of consideration exchanged as a result of the C Acquisition:


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

(1)	— Includes the cash purchase price of $200.0 million adjusted for certain closing specified liabilities as specified in the C Acquisition Purchase Agreement.

(2)	— Represents 10,000,000 shares of BuzzFeed Class A common stock at a price of $9.62 per share, which is based on the Company’s closing stock price for Class A common stock on the Closing Date.

The following table summarizes the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the C Acquisition. The purchase price allocation for the assets acquired and liabilities assumed may be subject to change as additional information is obtained during the acquisition measurement period. As the Company continues to finalize the fair value of assets acquired and liabilities assumed, purchase price adjustments have been recorded and additional purchase price adjustments may be recorded during the measurement period. The Company reflects measurement period adjustments in the period in which the adjustments occur.


			Measurement
			Period
	Preliminary		Adjustments	Updated Preliminary
Cash	$	2,881	—	$	2,881
Accounts receivable		22,581	11		22,592
Prepaid and other current assets		17,827	281		18,108
Property and equipment		332	(15)		317
Intangible assets		119,100	—		119,100
Goodwill		189,391	(802)		188,589
Accounts payable		(2,661)	—		(2,661)
Accrued expenses		(12,319)	(910)		(13,229)
Accrued compensation		(12,867)	349		(12,518)
Deferred revenue		(5,855)	(48)		(5,903)
Deferred tax liabilities		(22,776)	1,134		(21,642)
Other liabilities		(1,468)	—		(1,468)
Total consideration for Complex Networks	$	294,166	—	$	294,166

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:

The allocation of purchase price and related adjustments, including adjustments to amortization expense related to the fair value of intangible assets acquired;

Impacts of issuance of the Notes to partially fund the acquisition, including interest;

The movement and allocation of all acquisition-related costs incurred during the three and nine months ended September 30, 2021 to the three and nine months ended September 30, 2020;

Associated tax-related impacts of adjustments; and

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 September 30,		Nine Months Ended September 30,
	2021			2021
Revenue	$	118,583	$	329,187
Net loss		(7,899)		(32,984)

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

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 contributed $9.2 million and $19.1 million of revenue for the three and nine months ended September 30, 2021, respectively. The HuffPost acquisition did not have a material impact on the Company’s net loss for the three and nine months ended September 30, 2021.

Disposition

In August 2021, the Company disposed of its 51% ownership interest in HuffingtonPost Italia S.R.L. (“HuffPost Italy”) for nominal consideration and recognized a loss on disposition of $0.6 million. HuffPost Italy did not have a material impact on the Company’s net loss for the three or nine months ended September 30, 2021.

Goodwill Impairment Test

The Company reviews goodwill for impairment annually as of October 1 and more frequently if events or changes in circumstances indicate an impairment may exist (a “triggering event”). As of September 30, 2022, the Company had $194.1 million of goodwill recorded on its condensed consolidated balance sheet. During the three months ended June 30, 2022, management identified a sustained decline in share price that pushed the Company’s market capitalization below the carrying value of its stockholders’ equity. The Company concluded the sustained decline in share price was a triggering event and proceeded with a quantitative goodwill impairment assessment. The quantitative impairment assessment was performed as of June 30, 2022, utilizing an equal weighting of the income and market approaches. The analysis required the comparison of the Company’s carrying value with its fair value, with an impairment recorded for any excess of carrying value over the fair value. The discounted cash flow method was used to determine the fair value of the Company’s single reporting unit under the income approach. Key assumptions used in the discounted cash flow analysis include, but are not limited to, a discount rate of approximately 20% to account for any risk in achieving the forecast, an average annual revenue growth rate of approximately 12%, and a terminal growth rate for cash flows of 2.5%. The adjusted market capitalization method was used to determine the fair value of the reporting unit under the market approach. The adjusted market capitalization method is calculated by multiplying the average share price of the Company’s common stock for the average between (i) the singular day of June 30, (ii) seven days prior to the measurement date, and (iii) 30 days prior to the measurement date, by the number of outstanding common shares and adding a control premium that reflects the premium a hypothetical buyer might pay. The control premium was

estimated using historical transactions over 16 years. The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded the carrying value by 6%. As a result, the Company concluded there was no goodwill impairment as of June 30, 2022.

A number of significant assumptions and estimates are involved in the income and market approaches. The income approach assumes the future cash flows reflect market expectations. These fair value measurements require significant judgements using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company’s impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used in the analysis change in the future, the Company may be required to recognize impairment charges in future periods. Key assumptions in the market approach include determining a control premium. The Company believes our procedures for determining fair value are reasonable and consistent with current market conditions as of June 30, 2022.

The Company concluded there were no new impairment triggering events as of and for the three months ended September 30, 2022. As such, the Company concluded there was no goodwill impairment as of September 30, 2022.

Leases - Schedule of components of Lease cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Leases
Fixed monthly rent for sublease		$ 800
General and administrative
Leases
Operating lease cost	$ 7,653	22,820
Sublease income	2,680	6,350
Total lease cost	$ 4,973	$ 16,470

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Financial Statements and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. As such, the accompanying condensed consolidated financial statements and these related notes should be read in conjunction with the Company’s consolidated financial statements and related notes as of and for the year ended December 31, 2021, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The condensed consolidated financial statements include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2022.

The condensed consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries, and any variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Certain prior year figures have been reclassified to conform to current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process actual results could differ from those estimates.

Key estimates and assumptions relate primarily to revenue recognition, fair values of intangible assets acquired in business combinations, valuation allowances for deferred income tax assets, allowance for doubtful accounts, fair value of the derivative liability, fair values used for stock-based compensation in periods prior to the Business Combination, useful lives of fixed assets, and capitalized software costs.

Recently Adopted Accounting Pronouncements

The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires leased assets and lease liabilities to be recognized on the balance sheet. On January 1, 2022, the Company adopted Accounting Standards Codification (“ASC”) 842 using the modified retrospective method. Prior period amounts were not adjusted and continue to be reported in accordance with historical accounting under ASC 840. The Company elected to use the package of practical expedients permitted under the transition guidance. Accordingly, the Company did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) any initial direct costs for any existing leases. The Company elected to use the practical expedient to combine lease and non-lease components for all classes of assets. Additionally, the Company elected not to record on the balance sheet leases with a term of twelve months or less. Upon adoption, the Company recorded right of use assets of $77.8 million and lease liabilities of $96.0 million. The adoption of ASC 842 did not result in a material impact to the condensed consolidated statements of operations or cash flows. See Note 15 for more information about the adoption of ASC 842 and related disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance was effective for the Company for annual reporting periods beginning after December 15, 2020, and interim reporting periods beginning after December 15, 2021. The Company adopted ASU 2018-15 prospectively for the Company’s annual reporting period effective January 1, 2021 and for interim reporting periods beginning on January 1, 2022. The adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

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 (“ASU 2021-08”). ASU 2021-08 requires an acquirer to account for revenue contracts acquired in a business combination in accordance with ASC 606, as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts, at fair value on the acquisition date. As permitted by the ASU, the Company elected to early adopt the amendments in the fourth quarter of 2021 and retrospectively applied ASU 2021-08 to its acquisitions that occurred in 2021. The adoption of ASU 2021-08 did not have a significant impact on the Company’s condensed consolidated financial statements.

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 (“ASU 2020-06”). The ASU eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. For contracts in an entity’s own equity, the new guidance eliminates some of the requirements in ASC 815-40 for equity classification. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share (EPS) calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. Early adoption is permitted for all entities for fiscal periods beginning after December 15, 2020, including interim periods within the same fiscal year. The ASU allows entities to use a modified or full retrospective transition method. The Company elected to early adopt ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have a significant impact on the Company’s condensed consolidated financial statements.

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, which aligns the accounting for capitalizing production costs of episodic television series with the guidance for films. As a result, the capitalization of costs incurred to produce episodic television series is no longer limited to the amount of revenue contracted in the initial market until persuasive evidence of a secondary market exists. In addition, under this guidance the Company tests its film costs for impairment on a title-by-title basis or together with other films and series as part of a group, based on the predominant monetization strategy of the film or series. Further, for film costs monetized in a film group, the guidance requires any change to the estimated life of the film or television series to be accounted for prospectively. The guidance eliminates existing balance sheet classification guidance and adds new disclosure requirements relating to costs for acquired and 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), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the timing and impact of adopting ASU 2016-13 on the Company’s condensed consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendments also improve consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The guidance is effective for the Company for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting the new guidance on the Company’s condensed consolidated financial statements.

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022
Right of use assets	$ 61,303
Noncurrent lease liabilities	$ 52,490
ASU 842
Right of use assets		$ 77,800
Noncurrent lease liabilities		$ 96,000

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity

Stockholders' Equity

11.Stockholders’ Equity

Common Stock

In connection with the closing of the Business Combination, the Company authorized the issuance of 700,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of Class C common stock, par value $0.0001 per share. Each share of 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 September 30, 2022 or December 31, 2021.

Stock-Based Compensation

Stock Options

A summary of the stock option activity under the Company’s equity incentive plans is presented below:


		Weighted		Weighted
		Average		Average	Aggregate
	Number of	Exercise		Remaining	Intrinsic
	Shares	Price		Term	Value
Balance as of December 31, 2021	4,560	$	6.29	3.07	$	2,670
Granted	714		3.88
Exercised	(308)		1.02
Forfeited	(250)		6.33
Expired	(512)		7.48
Balance as of September 30, 2022	4,204		6.12	3.58		178
Expected to vest at September 30, 2022	4,204		6.12	3.56		178
Exercisable at September 30, 2022	3,315		6.23	2.09		178

As of September 30, 2022, the total share-based compensation costs not yet recognized related to unvested stock options was $2.1 million, which is expected to be recognized over the weighted-average remaining requisite service period of 1.3 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	8,104		3.12
Vested	(4,179)		8.32
Forfeited	(904)		6.24
Outstanding as of September 30, 2022	8,256	$	3.81

As of September 30, 2022, there was approximately $19.5 million of unrecognized compensation costs related to RSUs. Included in the above are 2.4 million RSUs that vest based on service and upon the occurrence of a sale transaction (“Acquisition”) or the completion of an initial public offering (“Liquidity 1 RSUs”). The Business Combination did not result in the satisfaction of this liquidity condition as it does not meet the definition of an Acquisition per the award agreements. However, on May 12, 2022, the board of directors waived this liquidity condition, permitting the Liquidity 1 RSUs to vest (based on service). As a result, the Company recognized a cumulative catch-up adjustment of $8.2 million, of which $2.3 million was reflected in cost of revenue, excluding depreciation and amortization, $1.0 million in sales and marketing, $1.9 million in general and administrative, and $3.0 million in research and development within the condensed consolidated statement of operations for the nine months ended September 30, 2022.

Stock-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue, excluding depreciation and amortization	$	460	$	388	$	3,615	$	543
Sales and marketing		550		37		2,663		98
General and administrative		2,448		59		8,828		160
Research and development		177		19		3,753		49
Total	$	3,635	$	503	$	18,859	$	850

RSUs settle into shares of common stock upon vesting. Upon the vesting of the RSUs, for certain employees, the Company net-settles the RSUs and withholds a portion of the shares to satisfy minimum statutory employee withholding tax requirements. Total payment of the employees’ tax obligations to the tax authorities is reflected as a financing activity within the condensed consolidated statements of cash flows.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Net Loss Per Share

Schedule of computation of basic and diluted net loss per share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(26,993)	$	(3,582)	$	(95,140)	$	(15,696)
Net income attributable to the redeemable noncontrolling interest		—		67		164		212
Net (loss) income attributable to noncontrolling interests		(137)		137		211		(173)
Net loss attributable to holders of Class A, Class B, and Class C common stock	$	(26,856)	$	(3,786)		(95,515)		(15,735)
Denominator:
Weighted average common shares outstanding, basic and diluted		138,939		18,618		137,591		17,464
Net loss per common share, basic and diluted	$	(0.19)	$	(0.20)	$	(0.69)	$	(0.90)

Schedule of shares excluded from the computation of diluted income (loss) per share


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Stock options	4,204	7,349	4,204	7,349
Restricted stock units	8,256	—	8,256	—
Warrants	9,876	—	9,876	—
Convertible notes	12,000	—	12,000	—
Convertible preferred stock	—	94,360	—	94,360

Property and Equipment, net

9 Months Ended

Sep. 30, 2022

Property and Equipment, net

Property and Equipment, net

6. Property and Equipment, net

Property and equipment, net consisted of the following:


	September 30, 2022		December 31, 2021
Leasehold improvements	$	50,534	$	47,573
Furniture and fixtures		6,389		6,029
Computer equipment		5,762		5,134
Video equipment		783		648
Total		63,468		59,384
Less: Accumulated depreciation		(44,022)		(36,332)
Net Carrying Value	$	19,446	$	23,052

Depreciation totaled $2.9 million and $2.0 million for the three months ended September 30, 2022 and 2021, respectively, and $7.9 million and $5.6 million for the nine months ended September 30, 2022 and 2021, respectively, included in Depreciation and amortization expense.

See Note 21 for information regarding an impairment charge the Company recorded during the three months ended September 30, 2022 with respect to leasehold improvements associated with the lease of the Company’s former corporate headquarters that was fully subleased during the third quarter of 2022.

Description of the Business

9 Months Ended

Sep. 30, 2022

Description of the Business

Description of the Business

1. Description of the Business

BuzzFeed, Inc. (referred to herein, collectively with its subsidiaries, as “BuzzFeed” or the “Company”) is a premier digital media company for the most diverse, most online, and most socially connected generations the world has ever seen. Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, buy, and obsess over next. The Company’s portfolio of iconic, globally-loved brands includes BuzzFeed, Tasty, BuzzFeed News, HuffPost, and Complex Networks. BuzzFeed derives its revenue primarily from advertising, content, and commerce and other sold to leading brands. The Company has one reportable segment.

On December 3, 2021 (the “Closing Date”), the Company consummated the previously announced business combinations in connection with (i) that certain Agreement and Plan of Merger, dated June 24, 2021 (as amended, the “Merger Agreement”), by and among 890 5th Avenue Partners, Inc. (“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”); and (ii) the Membership Interest Purchase Agreement, dated as of March 27, 2021 (as amended, the “C Acquisition Purchase Agreement”), by and among Legacy BuzzFeed, CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc., pursuant to which the Company acquired 100% of the membership interests of CM Partners, LLC. CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” The transactions contemplated by the Merger Agreement, including the acquisition of Complex Networks, are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination, 890 was renamed “BuzzFeed, Inc.”

The shares and corresponding capital amounts and earnings per share related to Legacy BuzzFeed redeemable convertible preferred stock (other than Series F Preferred Stock and Series G Preferred Stock) and Legacy BuzzFeed common stock prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 0.306 established in the Business Combination. Shares of Legacy BuzzFeed Series F Preferred Stock and Series G Preferred Stock have been restated based on the exchange into 30,880,000 shares of BuzzFeed Class A common stock established in the Business Combination.

In addition, pursuant to subscription agreements entered into in connection with the Merger Agreement, the Company issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 concurrently with the closing of the Business Combination (the “Notes”).

Liquidity

As of and for the nine months ended September 30, 2022, the Company had cash and cash equivalents of $59.1 million. However, the Company has a history of losses, and had an accumulated deficit of $417.6 million as of September 30, 2022. The Company has cash available on hand and management believes its existing capital resources will be sufficient to support the Company’s operations and meet its obligations as they become due within one year from the date these condensed consolidated financial statements are issued.

COVID-19

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

The Company believes the COVID-19 pandemic drove a shift in commerce from offline to online, including an increase in online shopping, which we believe contributed to the rapid growth we experienced in our commerce revenue for fiscal 2020. However, the growth of the Company’s commerce revenue decelerated during 2021 and continued to decelerate in 2022 as shelter-in-place orders were lifted, consumers returned to shopping in stores, and retailers struggled with supply chain disruptions and labor shortages.

The continued duration and severity of the COVID-19 pandemic and evolving strains of COVID-19 is uncertain, rapidly changing, and difficult to predict. The degree to which COVID-19-related disruptions impact the Company’s future results will depend on future developments, which are outside of the Company’s control, including, but not limited to, the duration of the pandemic, its severity, the success of actions taken to contain or prevent the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. The Company’s growth rate has been, and may continue to be, impacted by additional

macroeconomic factors beyond its control, such as inflation and its effect on interest rates, retail businesses reopening, increased consumer spending on travel and other discretionary items, and the absence of new U.S. and other government economic stimulus programs, among other things.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Common Stock Class A common stock	Common Stock Class B common Stock	Common Stock Class C common stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Parent	Noncontrolling interest	Class A common stock	Class B common Stock	Class C common stock	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
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Net (loss) income					(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
HuffPost Acquisition				24,064			24,064	2,122				26,186
HuffPost Acquisition (in shares)			2,639
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 (in shares)	6	49
Other comprehensive income (loss)						(329)	(329)					(329)
Balance at end at Mar. 31, 2021		$ 1	$ 1	95,716	(358,185)	(3,688)	(266,155)	2,104				(264,051)
Balance at end (in shares) at Mar. 31, 2021	1,546	10,488	6,478
Balance at beginning at Dec. 31, 2020		$ 1		36,373	(346,818)	(3,359)	(313,803)					(313,803)
Balance at beginning (in shares) at Dec. 31, 2020	1,540	10,439
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Other comprehensive income (loss)												262
Balance at end at Sep. 30, 2021		$ 1	$ 1	96,867	(362,553)	(3,098)	(268,782)	1,697				(267,085)
Balance at end (in shares) at Sep. 30, 2021	3,918	8,305	6,478
Balance at beginning at Mar. 31, 2021		$ 1	$ 1	95,716	(358,185)	(3,688)	(266,155)	2,104				(264,051)
Balance at beginning (in shares) at Mar. 31, 2021	1,546	10,488	6,478
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Net (loss) income					(582)		(582)	(292)				(874)
Stock-based compensation				209			209					209
Issuance of common stock upon exercise of stock options				145			145					145
Issuance of common stock upon exercise of stock options (in shares)	9	55
Merger of BuzzFeed Japan and HuffPost Japan								(510)				(510)
Other comprehensive income (loss)						105	105					105
Balance at end at Jun. 30, 2021		$ 1	$ 1	96,070	(358,767)	(3,583)	(266,278)	1,302				(264,976)
Balance at end (in shares) at Jun. 30, 2021	1,555	10,543	6,478
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Net (loss) income					(3,786)		(3,786)	137				(3,649)
Stock-based compensation				503			503					503
Issuance of common stock in connection with share-based plans				294			294					294
Issuance of common stock in connection with share-based plans (in shares)	13	112
Disposition of subsidiary								258				258
Other comprehensive income (loss)						485	485					485
Conversion of Class B common stocks to Class A common stock (in shares)	2,350	(2,350)
Balance at end at Sep. 30, 2021		$ 1	$ 1	96,867	(362,553)	(3,098)	(268,782)	1,697				(267,085)
Balance at end (in shares) at Sep. 30, 2021	3,918	8,305	6,478
Balance at beginning at Dec. 31, 2021	$ 11	$ 1	$ 1	695,869	(322,106)	(3,233)	370,543	2,044				372,587
Balance at beginning (in shares) at Dec. 31, 2021	116,175	12,397	6,478						116,175	12,397	6,478
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Net (loss) income					(44,894)		(44,894)	164				(44,730)
Stock-based compensation				3,940			3,940					3,940
Issuance of common stock in connection with share-based plans	$ 1			358			359					359
Issuance of common stock in connection with share-based plans (in shares)	411
Other comprehensive income (loss)						(103)	(103)					(103)
Conversion of Class B common stocks to Class A common stock (in shares)	103	(103)
Balance at end at Mar. 31, 2022	$ 12	$ 1	$ 1	700,167	(367,000)	(3,336)	329,845	2,208				332,053
Balance at end (in shares) at Mar. 31, 2022	116,689	12,294	6,478
Balance at beginning at Dec. 31, 2021	$ 11	$ 1	$ 1	695,869	(322,106)	(3,233)	370,543	2,044				372,587
Balance at beginning (in shares) at Dec. 31, 2021	116,175	12,397	6,478						116,175	12,397	6,478
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Other comprehensive income (loss)												423
Balance at end at Sep. 30, 2022	$ 13	$ 1	$ 1	713,418	(417,621)	(2,123)	293,689	4,026				297,715
Balance at end (in shares) at Sep. 30, 2022	125,982	6,678	6,478						125,982	6,678	6,478
Balance at beginning at Mar. 31, 2022	$ 12	$ 1	$ 1	700,167	(367,000)	(3,336)	329,845	2,208				332,053
Balance at beginning (in shares) at Mar. 31, 2022	116,689	12,294	6,478
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Net (loss) income					(23,765)		(23,765)	184				(23,581)
Stock-based compensation				11,284			11,284					11,284
Issuance of common stock in connection with share-based plans				2			2					2
Issuance of common stock in connection with share-based plans (in shares)	3,561
Shares withheld for employee taxes				(1,635)			(1,635)					(1,635)
Shares withheld for employee taxes (in shares)	(434)
Other comprehensive income (loss)						958	958	(453)				505
Reclassification of noncontrolling interest (see Note 10)								2,458				2,458
Conversion of Class B common stocks to Class A common stock (in shares)	5,608	(5,608)
Balance at end at Jun. 30, 2022	$ 12	$ 1	$ 1	709,818	(390,765)	(2,378)	316,689	4,397				321,086
Balance at end (in shares) at Jun. 30, 2022	125,424	6,686	6,478
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Net (loss) income					(26,856)		(26,856)	(137)				(26,993)
Stock-based compensation				3,635			3,635					3,635
Issuance of common stock in connection with share-based plans	$ 1						1					1
Issuance of common stock in connection with share-based plans (in shares)	569
Shares withheld for employee taxes				(35)			(35)					(35)
Shares withheld for employee taxes (in shares)	(19)
Other comprehensive income (loss)						255	255	(234)				21
Conversion of Class B common stocks to Class A common stock (in shares)	8	(8)
Balance at end at Sep. 30, 2022	$ 13	$ 1	$ 1	$ 713,418	$ (417,621)	$ (2,123)	$ 293,689	$ 4,026				$ 297,715
Balance at end (in shares) at Sep. 30, 2022	125,982	6,678	6,478						125,982	6,678	6,478

Revenue Recognition

9 Months Ended

Sep. 30, 2022

Revenue Recognition

Revenue Recognition

4. Revenue Recognition

Disaggregated Revenue

The table below presents the Company’s revenue disaggregated based on the nature of its arrangements. Management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Advertising	$	50,404	$	50,240	$	152,296	$	136,693
Content		38,416		26,483		110,979		70,261
Commerce and other		14,913		13,373		38,776		44,894
Total	$	103,733	$	90,096	$	302,051	$	251,848

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue:
United States	$	94,582	$	79,074	$	272,869	$	224,854
International		9,151		11,022		29,182		26,994
Total	$	103,733	$	90,096	$	302,051	$	251,848

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities). The payment terms and conditions within the Company’s contracts vary by type, the substantial majority of which require that customers pay for their services on a monthly or quarterly basis, as the services are being provided. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). In addition, the Company has determined its contracts generally do not include a significant financing component.

The Company’s contract assets are presented in Prepaid and other current assets on the accompanying condensed consolidated balance sheets and totaled $15.0 million and $13.3 million at September 30, 2022 and December 31, 2021, respectively. These amounts relate to revenue recognized during the respective period 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 $5.1 million and $1.7 million at September 30, 2022 and December 31, 2021, respectively.

The amount of revenue recognized during the nine months ended September 30, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $1.0 million.

Transaction Price Allocated to Remaining Performance Obligations

The Company has certain licensing contracts with minimum guarantees and terms extending beyond one year. Revenue to be recognized related to the remaining performance obligations was $1.1 million at September 30, 2022 and is expected to be recognized over the next two years. This amount does not include: (i) contracts with an original expected duration of one year or less, such as advertising contracts, (ii) variable consideration in the form of sales-based royalties, and (iii) variable consideration allocated entirely to wholly unperformed performance obligations.

The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration, subject to constraint, in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2022

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

10.Redeemable Noncontrolling Interest

The redeemable noncontrolling interest represents the interests in BuzzFeed Japan which was held by Yahoo Japan, which was puttable to the Company in certain conditions, none of which were previously met, including material breach of the Joint Venture Agreement with Yahoo Japan (“JVA”) by the Company or the bankruptcy or liquidation of the Company. The redeemable noncontrolling interest was presented outside of the permanent equity on the Company’s condensed consolidated balance sheets as the put right was outside of the Company’s control. Pursuant to the terms of the original JVA, Yahoo Japan held a 49% interest in BuzzFeed Japan. On May 1, 2021, The HuffingtonPost Japan, Limited, a consolidated subsidiary, merged into BuzzFeed Japan. As a result of the merger, Yahoo Japan’s interest in the combined entity was diluted to 24.5%.

On May 17, 2022, Yahoo Japan transferred its interests in BuzzFeed Japan to other third parties. The agreements with the third parties do not contain any put rights. As such, on May 17, 2022, the Company reclassified the former redeemable noncontrolling interest to nonredeemable noncontrolling interest that is presented within permanent equity on the Company’s condensed consolidated balance sheet, with no adjustment to the prior periods presented.

The table below presents the reconciliation of changes in redeemable noncontrolling interest:


	2022		2021
Balance as of January 1,	$	2,294	$	848
Allocation of net (income) loss		164		60
Balance as of March 31,	$	2,458	$	908
Merger of BuzzFeed Japan and HuffPost Japan		—		510
Allocation of net (income) loss		—		85
Reclassification to permanent equity		(2,458)		—
Balance as of June 30,	$	—	$	1,503
Allocation of net (income) loss		—		67
Balance as of September 30,	$	—	$	1,570

Capitalized Software Costs, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Capitalized Software Costs, net
Website and internal-use software	$ 91,653		$ 91,653		$ 81,908
Less: Accumulated amortization	(72,359)		(72,359)		(65,354)
Net Carrying Value	19,294		19,294		$ 16,554
Amount of capitalized internal used software	3,100	$ 3,300	9,700	$ 7,600
Depreciation and amortization expense	$ 2,500	$ 2,700	$ 7,000	$ 7,700

Stockholders' Equity (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares, votes per share \| Vote	1
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 shares, votes per share \| Vote	50
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 shares, votes per share \| Vote	0
Number of shares authorized	10,000,000	10,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001

Commitments and Contingencies - Additional information (Details) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 31, 2020	Sep. 30, 2022
Commitments and Contingencies
Maximum amount of new guarantee under lease agreement	$ 5,400,000	$ 1,500,000
New guarantee liabilities recognized under lease agreement		$ 0

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

Revenue Recognition

Schedule of disaggregation of revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Advertising	$	50,404	$	50,240	$	152,296	$	136,693
Content		38,416		26,483		110,979		70,261
Commerce and other		14,913		13,373		38,776		44,894
Total	$	103,733	$	90,096	$	302,051	$	251,848

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue:
United States	$	94,582	$	79,074	$	272,869	$	224,854
International		9,151		11,022		29,182		26,994
Total	$	103,733	$	90,096	$	302,051	$	251,848

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (26,993)	$ (3,582)	$ (95,140)	$ (15,696)
Other comprehensive income
Foreign currency translation adjustment	21	485	423	262
Other comprehensive income	21	485	423	262
Comprehensive loss	(26,972)	(3,097)	(94,717)	(15,434)
Comprehensive income attributable to the redeemable noncontrolling interest		67	164	212
Comprehensive (loss) income attributable to noncontrolling interests	(137)	137	211	(173)
Foreign currency translation adjustment attributable to noncontrolling interests	(234)		(687)
Comprehensive loss attributable to BuzzFeed, Inc.	$ (26,601)	$ (3,301)	$ (94,405)	$ (15,473)

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		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss	$ (26,993)	$ (3,582)	$ (95,140)	$ (15,696)
Net income attributable to the redeemable noncontrolling interest		67	164	212
Net (loss) income attributable to noncontrolling interests	(137)	137	211	(173)
Net loss attributable to holders of Class A, Class B, and Class C common stock	$ (26,856)	$ (3,786)	$ (95,515)	$ (15,735)
Denominator:
Weighted average common shares outstanding, basic	138,939	18,618	137,591	17,464
Weighted average common shares outstanding, diluted	138,939	18,618	137,591	17,464
Net loss per common share, basic	$ (0.19)	$ (0.20)	$ (0.69)	$ (0.90)
Net loss per common share, diluted	$ (0.19)	$ (0.20)	$ (0.69)	$ (0.90)

Capitalized Software Costs, net (Tables)

9 Months Ended

Sep. 30, 2022

Capitalized Software Costs, net

Schedule of capitalized software costs


	September 30, 2022		December 31, 2021
Website and internal-use software	$	91,653	$	81,908
Less: Accumulated amortization		(72,359)		(65,354)
Net Carrying Value	$	19,294	$	16,554