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What changed in BuzzFeed, Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of BuzzFeed, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+651 added−567 removedSource: 10-K (2024-03-29) vs 10-K (2023-03-16)

Top changes in BuzzFeed, Inc.'s 2023 10-K

651 paragraphs added · 567 removed · 382 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

55 edited+30 added−23 removed36 unchanged
Biggest changeThe first is audience time spent across owned and operated sites as well as on third-party platforms. The second is revenue generated from advertising, content and commerce and other. The third key measure of our success is profitability ( on an Adjusted EBITDA basis, a non-GAAP measure ). We generate revenue from advertising, content, and commerce and other.
Biggest changeWe measure our success in terms of engagement, monetization, retention, and operating efficiency using four key metrics: (1) audience time spent across owned and operated sites, as well as on third-party platforms; (2) revenue generated from advertising, content and commerce and other; (3) net branded content advertiser revenue retention as an indicator of our ability to retain spend of existing customers from one year to the next; and (4) profitability ( on an Adjusted EBITDA basis, a non-GAAP financial measure ).
We are committed to making the Internet better: providing trusted, quality, brand-safe entertainment and news; making content on the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives. BuzzFeed curates the Internet, and acts as an “inspiration engine,” driving both online and real-world action and transactions.
We are committed to making the Internet better: providing trusted, high-quality, brand-safe entertainment and news; making content on the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives. BuzzFeed curates the Internet, and acts as an “inspiration engine,” driving both online and real-world action and transactions.
We aspire to provide outstanding people experiences, through our workplace practices, benefits, employee programs, communication, and diversity. • We believe in having a direct relationship between employees and management where ideas are shared and both work together toward a common purpose. • We believe in the principle of equal pay for equal work and having compensation programs that provide for such equality. • We believe in treating each other respectfully and employing principles of fairness when concerns or problems arise. • We are committed to demonstrating diversity of thought, background, and experience across all functions and levels. 10 Table of Contents • We believe in supporting the wellness of our employees and their dependents, in championing progressive changes where needed and adjusting our policies to address the changing needs of employees. • We believe that people should be able to bring their whole self to work, and feel that the workplace is supportive and inclusive.
We aspire to provide outstanding people experiences, through our workplace practices, benefits, employee programs, communication, and diversity. • We believe in having a direct relationship between employees and management where ideas are shared and both work together toward a common purpose. • We believe in the principle of equal pay for equal work and having compensation programs that provide for such equality. • We believe in treating each other respectfully and employing principles of fairness when concerns or problems arise. • We are committed to demonstrating diversity of thought, background, and experience across all functions and levels. • We believe in supporting the wellness of our employees and their dependents, in championing progressive changes where needed and adjusting our policies to address the changing needs of employees. • We believe that people should be able to bring their whole self to work, and feel that the workplace is supportive and inclusive.
Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future.
Across entertainment, news, food, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future.
Informed consent is generally required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
Informed consent is generally required for the placement of a cookie or similar technologies on a user’s device and for direct 12 Table of Contents electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
Privacy Shield Framework (a mechanism for the transfer of personal data from the EEA to the U.S.). The CJEU also made clear that reliance on standard 12 Table of Contents contractual clauses (another mechanism for the transfer of personal data outside the EEA) alone may not be sufficient in all circumstances.
Privacy Shield Framework (a mechanism for the transfer of personal data from the EEA to the U.S.). The CJEU also made clear that reliance on standard contractual clauses (another mechanism for the transfer of personal data outside the EEA) alone may not be sufficient in all circumstances.
Across our network of brands we reach millions of monthly viewers, who consumed more than 620 million hours of content and drove hundreds of millions of dollars in transactions in 2022. Our cross-platform distribution network gives us the ability to connect with the Internet generations at a massive scale on whatever platform they are using to consume content.
Across our network of brands we reach millions of monthly viewers , who consumed more than 300 million hours of content and drove hundreds of millions of dollars in transactions in 2023. Our cross-platform distribution network gives us the ability to connect with the Internet generations at a massive scale on whatever platform they are using to consume content.
These laws often require companies to implement specific information security controls to protect certain types of data (such as personal data, “special categories of personal data” or employee data), and/or impose specific requirements relating to the collection or other processing of such data.
These laws often require companies to implement specific information security controls to protect certain types of data (such as personal data, 11 Table of Contents “special categories of personal data” or employee data), and / or impose specific requirements relating to the collection or other processing of such data.
Customers BuzzFeed offers a strong value proposition to customers and business partners looking to reach Millennial and Gen Z audiences at scale, in order to generate awareness and drive discovery, inspiration, and ultimately transactions involving their products and services. Customers rely on our high-quality, engaging and brand-safe content, creativity, and reach across multiple platforms to accomplish these objectives.
Customers BuzzFeed offers a strong value proposition to customers and business partners looking to reach Millennial and Gen Z audiences at scale, in order to generate awareness and drive discovery, inspiration, and ultimately transactions involving their products and services. Customers rely on our high-quality, engaging and brand-safe content, creativity, and audience insights to accomplish these objectives.
We maintain a diverse customer base and do not have a significant concentration of revenue around any particular customers, with our top 10 direct customers making up approximately 17% of total revenue for the year ended December 31, 2022.
We maintain a diverse customer base and do not have a significant concentration of revenue around any particular customers, with our top 10 direct customers making up approximately 13% of total revenue for the year ended December 31, 2023.
Our Growth Strategy • Continue to grow and engage audiences — We plan to continue to leverage our iconic brands and invest in our technology and data-driven content flywheel to deliver engaging content that brands and advertisers trust to reach, grow, and engage audiences, at scale and across platforms.
Our Strategy • Grow and deepen audience engagement — We plan to continue to leverage our iconic brands and invest in our technology and data-driven content flywheel to deliver engaging content that brands and advertisers trust to reach, grow, and engage audiences, at scale and across platforms.
BuzzFeed will continue to focus on building the future of creative work by empowering our teams, providing them with next-generation tools, data, and an environment that fosters collaboration, diversity, and innovation to produce best-in-class digital content. • Expand strategic partnerships — Our diversified and complementary advertising, content, and commerce offerings have enhanced our value proposition and strengthened our relationship with our customers.
BuzzFeed will continue to focus on building the future of creative work by empowering our teams, providing them with next-generation tools, data, and an environment that fosters collaboration, diversity, and innovation to produce best-in-class digital content. • Expand strategic partnerships — Our diversified and complementary advertising, content, and commerce offerings enhance our value proposition and strengthen our relationships with our customers.
Our differentiated model for content creation and distribution is designed to serve all stakeholders in our ecosystem. • These proprietary tools and technologies ensure we are serving our audiences compelling, culturally relevant content regardless of platform. • Our content creators and journalists also benefit greatly, as internal dashboards and metrics provide heightened visibility on audience interaction, allowing them to focus on content and formats that maximize engagement and revenue. • Similarly, advertisers rely on our audience insights and first-party data tools to optimize their ad campaigns. 7 Table of Contents • Our data-driven approach to content creation also resonates with the large social platforms seeking an alternative to user-generated content.
Our differentiated model for content creation and distribution is designed to serve all stakeholders in our ecosystem. • These proprietary tools and technologies ensure we are serving our audiences compelling, culturally relevant content. • Our content creators and journalists also benefit greatly, as internal dashboards and metrics provide heightened visibility on audience interaction, allowing them to focus on content and formats that maximize engagement and revenue. 7 Table of Contents • Similarly, advertisers rely on our audience insights and first-party data tools to optimize their ad campaigns. • Our data-driven approach to content creation also offers advertisers an alternative to the risk of advertising alongside user-generated content on the largest social platforms.
In 2022 we have, and in 2023 we will continue to, develop and launch key educational opportunities, including Identity and Allyship training, and host a myriad of Heritage Month educational events, learning opportunities, and social events sponsored by the DI&B team, BuzzFeed employee resource groups, and the DI&B Council.
In 2023, we continued to develop and launch key educational opportunities, including Identity and Allyship training, and host a myriad of Heritage Month educational events, learning opportunities, and social events sponsored by the DI&B team, BuzzFeed employee resource groups, and the DI&B Council.
Over the last few years, we have prioritized investments to focus on revenue diversification and profitability ( on an Adjusted EBITDA basis, a non-GAAP measure as defined in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation” elsewhere in this Annual Report on Form 10-K ).
Over the last few years, we have focused on revenue diversification and profitability ( on an Adjusted EBITDA basis, a non-GAAP measure as defined in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation” elsewhere in this Annual Report on Form 10-K ).
Since 2014, we have been committed to holding ourselves accountable to this work by publishing our diversity and demographics report annually. As of December 31, 2022, Black, Indigenous and People of Color (“BIPOC”) employees constituted 43% of our U.S.-based employee population. In addition, 60% of our global population identify as female.
Since 2014, we have 10 Table of Contents been committed to holding ourselves accountable to this work by publishing our diversity and demographics report annually. As of December 31, 2023, Black, Indigenous and People of Color (“BIPOC”) employees constituted 38% of our U.S.-based employee population. In addition, 61% of our global population identify as female.
We provide significant and differentiated value to advertisers by consistently delivering best-in-class audience engagement, with the most time spent among Gen Z and Millennial audiences as compared to other digital media competitor companies, according to Comscore.
We provide significant and differentiated value to advertisers by consistently delivering best-in-class audience engagement, with the most Time Spent among audiences as compared to other digital media companies in our competitive set, according to Comscore.
Our customer base consists of global corporations and 9 Table of Contents companies across a variety of industries including, among others, media and entertainment, consumer packaged goods, and retail, financial services, insurance, and technology, who utilize one or more of our offerings in advertising, content, and commerce and other.
Our customer base consists of U.S.-based and global corporations, including several Fortune 500 companies, across a variety of industries including, among others, media and entertainment, consumer packaged goods, and retail, financial services, insurance, and technology, who utilize one or more of our offerings in advertising, content, and commerce and other.
We own numerous domestic and foreign trademarks and other proprietary rights that are important to our business and protect those rights in our brands including, but not limited to, BuzzFeed, Tasty, HuffPost , BuzzFeed News, and Complex Network s. We also maintain rights to the domain names www.buzzfeed.com, www.tasty.co, www.huffpost.com, www.buzzfeednews.com, and www.complexnetworks.com, among others.
We own numerous domestic and foreign trademarks and other proprietary rights that are important to our business and protect those rights in our brands including, but not limited to, BuzzFeed, HuffPost, Tasty, and First We Feast. We also maintain rights to the domain names www.buzzfeed.com, www.huffpost.com, www.tasty.co, www.firstwefeast.com, among others.
In recent years we have leveraged our media network to develop a comprehensive suite of digital advertising products and services and extend into complementary business lines such as long-form content development and commerce. We measure our success in terms of engagement, monetization, and operating efficiency using three metrics.
In recent years we have leveraged our media network to develop a comprehensive suite of digital advertising products and services and extend into complementary business lines, such as long-form content development and commerce.
Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams. Our Market Opportunity We believe that BuzzFeed is positioned to thrive at the intersection of several large and growing markets.
Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams. Our Market Opportunity We believe that BuzzFeed is well-positioned to adapt to the rapidly changing digital media environment.
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.” Our Company - Overview BuzzFeed is a premier digital media company for the most diverse, most online, and most socially connected generations the world has ever seen.
CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” Following the closing of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Our Company — Overview BuzzFeed is a premier digital media company for the most diverse, most online, and most socially connected generations the world has ever seen.
With a portfolio of iconic, globally-loved brands that includes BuzzFeed, Tasty, HuffPost, BuzzFeed News, and Complex Networks, we are the number one destination for Gen Z and Millennials amongst our competitive set, in terms of time spent, according to Comscore. BuzzFeed’s mission is to spread truth, joy, and creativity.
With a portfolio of iconic, globally-loved brands that includes BuzzFeed, HuffPost, Tasty, and First We Feast (including Hot Ones), we are the number one destination for audiences amongst our competitive set, in terms of time spent, according to Comscore. BuzzFeed’s mission is to spread truth, joy, and creativity on the Internet.
ITEM 1. BUSINESS For convenience, the terms “BuzzFeed,” the “Company,” “we,” “us” or “our” used in this Annual Report on Form 10-K refer to BuzzFeed, Inc. and one or more of our consolidated subsidiaries, unless the context otherwise requires.
ITEM 1. BUSINESS For convenience, the terms “BuzzFeed,” the “Company,” “we,” “us” or “our” used in this Annual Report on Form 10-K refer to BuzzFeed, Inc. and one or more of our consolidated subsidiaries, unless the context otherwise requires. On December 3, 2021, we consummated a business combination (the “Business Combination”) with 890 5th Avenue Partners, Inc.
Regulatory Matters We are subject to many laws and regulations in the U.S., Canada, the European Union (the “EU”), the United Kingdom (the “U.K.”), Japan, Australia, India, and Mexico and throughout the world, including, but not limited to, those related to contracts, securities, privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, libel and defamation, health and safety, employment and labor, bribery and corruption, economic and trade sanctions, product liability, accessibility, competition, and taxation. 11 Table of Contents These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm or require us to change our current or future business and operations.
Regulatory Matters We are subject to many laws and regulations in the U.S., Canada, the European Union (the “EU”), the United Kingdom (the “U.K.”), Japan, Australia, India, and Mexico and throughout the world, including, but not limited to, those related to contracts, securities, privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, libel and defamation, health and safety, employment and labor, bribery and corruption, economic and trade sanctions, product liability, accessibility, competition, and taxation.
As of December 31, 2022, we held 320 registered trademarks in the U.S., including the BUZZFEED mark, the HUFFPOST mark, and the COMPLEX mark, and also held 646 registered trademarks in foreign jurisdictions.
As of December 31, 2023, excluding COMPLEX marks, we held 123 registered trademarks in the U.S., including the BUZZFEED mark and the HUFFPOST mark, and also held 427 registered trademarks in foreign jurisdictions.
BuzzFeed both competes with and partners with the large social media platforms, streaming services and traditional publishers. We believe that BuzzFeed’s unique, data-informed, brand-safe content is increasingly valued by ecosystem participants and enables BuzzFeed to grow alongside the largest consumer Internet and publishing businesses.
We believe that BuzzFeed’s unique, data-informed, brand-safe content is increasingly valued by ecosystem participants and enables BuzzFeed to grow alongside the largest consumer Internet and publishing businesses.
Additionally, a number of other states have adopted or are considering similar legislation, including Virginia, Colorado, Connecticut, and Utah.
Additionally, a number of other states have adopted or are considering similar legislation.
We extended this relationship to our commerce business to create trusted shopping content that inspires our audiences to discover new products. This content is led by our editorial team and informed by audience insights, yielding hundreds of millions of dollars in transactions annually. The ability of our content to inspire millions of consumers to transact is what sets us apart.
We extended this relationship to our commerce business to create trusted shopping content that inspires our audiences to discover new products. This content is led by our editorial team and informed by audience insights, yielding hundreds of millions of dollars in transactions annually on behalf of some of the world’s largest retailers, including Amazon, Target and Walmart.
Machine learning and analytics power everything from our scaled tech stack of quiz makers built into a content management system to proprietary algorithms and custom tools for content creators and brand advertisers to headline optimization.
Over 15 years, we have established a deep understanding of modern media and developed proprietary technology designed to rapidly scale and monetize digital content. Machine learning and analytics power everything from our scaled tech stack of quiz makers built into a content management system to proprietary algorithms and custom tools for content creators and brand advertisers to headline optimization.
Advertising includes display, programmatic and video advertising on our owned and operated sites and applications, as well as third-party social media platforms. This revenue source is driven by our industry-leading engagement, an overall shift to digital advertising, and our scaled reach to multiple demographics.
We distribute these ad products across our owned and operated properties as well as third-party platforms. This revenue source is driven by our industry-leading engagement, an overall shift to digital advertising, and our scaled reach to multiple demographics.
As of December 31, 2022, approximately 9.8% of our employees were unionized, with certain employees associated with BuzzFeed News in the U.S. belonging to NewsGuild, certain employees associated with BuzzFeed Canada, Inc. in Canada belonging to the Canadian Media Guild, and certain employees associated with The HuffingtonPost.com, Inc. in the U.S. belonging to the Writers Guild of America, East.
As of December 31, 2023, we had 925 employees located across seven countries. As of December 31, 2023, approximately 10.5% of our employees were unionized, with certain employees associated with BuzzFeed Canada, Inc. in Canada belonging to the Canadian Media Guild, and certain employees associated with HuffPost in the U.S. belonging to the Writers Guild of America, East.
Through our proprietary first-party data, our category-leading brands and our comprehensive suite of ad products, we offer advertisers the tools and contextual alignment needed to effectively and efficiently reach large young audiences without running afoul of emerging data privacy regulations. The U.S.
Through our category-leading brand-safe content, proprietary first-party data, and our suite of ad products, we offer advertisers the tools and contextual alignment needed to effectively and efficiently reach large, young audiences without running afoul of emerging data privacy regulations. For years, young people have continued to come to BuzzFeed for culturally relevant content that inspires them to discover new things.
BuzzFeed is committed to increasing the representation of BIPOC employees within senior leadership; we have concentrated our efforts to both advance and retain current BIPOC employees, and recruit and attract more BIPOC candidates for senior roles. We are committed to ensuring our culture allows employees to bring their authentic selves to work every day.
BuzzFeed is committed to increasing the representation of diverse employees and we have concentrated our efforts to both advance and retain current BIPOC and additional diverse employees. We are committed to ensuring our culture allows employees to bring their authentic selves to work every day. We want all employees to feel safe and supported, without threat of microaggressions or bias.
There is a significant opportunity to further penetrate our existing customer base with our diverse offerings, as well as to add new customers through our proven ability to reach audiences at scale and drive awareness, inspiration, and transactions. • Empower our content creator teams — We are extremely fortunate to have so many talented journalists, video creators, writers, and Internet visionaries, whose contributions are critical to our success.
There is a significant opportunity to further penetrate our existing customer base with our diverse offerings, as well as to add new customers through our proven ability to reach audiences at scale and drive awareness, inspiration, and transactions.
In February 2022, we announced that we would extend the option to work from home when and where possible. We also offer access to a range of wellness services addressing mental health, family support, child care, and other areas. Our Culture At BuzzFeed we value openness and collaboration, experimentation and growth, and diversity and equality.
We offer access to a range of wellness services addressing mental health, family support, child care, and other areas. Our Culture At BuzzFeed, we value openness and collaboration, experimentation and growth, and diversity and equality. This is demonstrated through our content, as well as in the way we work together within the company.
Our Brands The Company has built and assembled a portfolio of iconic, category-leading brands for Gen Z and Millennial audiences across food, news, pop culture, and commerce. Our flagship BuzzFeed brand has become a go-to authority for curating entertainment, pop culture, and the Internet.
And, as the e-commerce market continues to grow, we see an opportunity to expand and deepen these relationships over time. Our Brands The Company has built and assembled a portfolio of iconic, category-leading brands for Gen Z and Millennial audiences across entertainment, news, food, pop culture, and commerce.
First launched in 2015, Tasty has grown into the largest, most engaged food community on the internet, pioneering the overhead video format that is now ubiquitous across most major food brands. HuffPost , acquired in February 2021, is a global, Pulitzer Prize-winning media platform for news, politics, opinion, entertainment, features, and lifestyle content.
Tasty , first launched in 2015, has grown into the largest, most engaged food community on the Internet, pioneering the overhead video format that is now ubiquitous across most major food brands, and is a leading platform for food creators. Eight in 10 audience members try a recipe after seeing it on Tasty.
Customers can achieve the best results when tapping into a combination of our offerings, and we see increased retention from those customers that do so.
Our commerce customers are e-commerce 9 Table of Contents operators who partner with us through affiliate programs, or retailers with whom we enter into licensing and merchandising agreements. Customers can achieve the best results when tapping into a combination of our offerings, and we see increased retention from those customers that do so.
With articles, lists, quizzes, videos, and original series — our audience comes to BuzzFeed to learn what to watch, read, and buy now — and into the future. Our food brand, Tasty , highlights the best of BuzzFeed: shareable content that brings people together on a viral scale.
Our flagship BuzzFeed brand has become a go-to authority for curating entertainment, pop culture, and the best of the Internet. With articles, lists, quizzes, videos, and original series — our audience comes to BuzzFeed to learn what to watch, read, and buy now — and into the future.
For additional discussion on Time Spent, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. Our strength has always been to adapt our business model to the evolution of the digital landscape.
In 2023, our audiences consumed more than 300 million hours of content and drove over $500 million in attributable transactions. For additional discussion on Time Spent, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
We provide our advertising customers a broad array of offerings including display, programmatic, and video advertising inventory to target users on our owned and operated sites, applications, and social media platforms.
We provide our advertising customers with a broad array of offerings including display, programmatic, and video advertising inventory to target users on our owned and operated sites, applications, and third-party platforms. Our content customers include third-parties seeking to promote their businesses, products and services with our content (for example, we can create customized promotional content for a third-party’s film release).
Our Technology Platform and Data-Driven Content Flywheel Creating meaningful content requires data, technology, and scale, all of which are key competitive differentiators that BuzzFeed uses to reach our audience wherever they are. Our data-driven approach to content creation is designed to benefit all stakeholders across our ecosystem: audiences, creators, advertisers and social platforms.
We are the number one destination for audiences amongst our competitive set, in terms of Time Spent, according to Comscore. Our Technology Platform and Data-Driven Content Flywheel Creating meaningful content requires data, technology, and scale, all of which are key competitive differentiators that BuzzFeed uses to reach our audience wherever they are.
Commerce and other includes affiliate marketplace revenue, IP licensing and an experiential business, such as ComplexCon . Our editorial shopping content drives hundreds of millions of dollars in attributable transactions each year. Moving forward, we plan to continue to onboard new marketplaces beyond consumer retail, expanding into new shopping categories to drive additional growth.
Our editorial shopping content drives hundreds of millions of dollars in attributable transactions each year. Moving forward, we plan to continue to onboard new marketplaces beyond consumer retail, expanding into new shopping categories to drive additional growth. With strong brand recognition and audience trust, BuzzFeed is well positioned to capitalize on the continued shift to online purchases.
Our strong audience signal and powerful content flywheel enable us to create category-leading brands and a deep, two-way connection with our audiences, as well as high-quality content at massive scale and low cost. Working across platforms allows us to adapt content from one platform and innovate around new formats to drive engagement on other platforms.
Our strong audience signal and powerful content flywheel have enabled us to build category-leading brands, a deep, two-way connection with our audiences, and an engine for high-quality content at massive scale and low cost.
Our content and brands are ubiquitous, platform-agnostic, and designed for modern-day consumption patterns, providing engagement behavior data and learnings across the BuzzFeed network. With this distribution strategy driving scale, efficiency, and adaptability, we capture the interests of our audience, inform our content creators and journalists, help advertisers reach their target audiences, and provide high-quality brand-safe content to the social platforms.
With this distribution strategy driving scale, efficiency, and adaptability, we capture the interests of our audience, inform our content creators and journalists, and help advertisers reach their target audiences, with a commitment to brand-safety.
We are focused on supporting our employees across the full employee lifecycle from recruitment to onboarding through ongoing development, and have implemented programs designed to support both career satisfaction and overall wellness. As a result of the COVID-19 pandemic, we have adopted programs and policies that support flexibility as our employees navigate their personal needs.
Refer to Note 23 to our consolidated financial statements elsewhere in this Annual Report on Form 10-K for additional details. We are focused on supporting our employees across the full employee lifecycle from recruitment to onboarding through ongoing development, and have implemented programs designed to support both career satisfaction and overall wellness.
(“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, by and among Legacy BuzzFeed, CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC, and HDS II, Inc., pursuant to which we acquired 100% of the membership interests of CM Partners, LLC.
(“890”), certain wholly-owned subsidiaries of 890, and BuzzFeed, Inc., a Delaware corporation (“Legacy BuzzFeed”). In connection with the Business Combination, we acquired 100% of the membership interests of CM Partners, LLC.
Social platforms are important partners for us, as are the streaming services for which we help drive subscriptions, reduce churn, and market new shows. Amid the rapidly evolving data privacy landscape, it is becoming increasingly difficult for advertisers to drive returns on the large tech platforms. This reinforces our value proposition.
Further, amid the rapidly evolving data privacy landscape, it is becoming increasingly difficult for advertisers to drive returns on the large tech platforms.
Our content production approach increasingly allows for turn-key, lightweight options that are scalable and repeatable, with strong retention among advertisers. Our content revenue is driven by continued investment in our content team, a strong data-informed understanding of our audience, demand for trusted, brand-safe digital content, and our brand integrity.
Our content revenue is driven by continued investment in our content team, a strong data-informed understanding of our audience, demand for trusted, brand-safe digital content, and our brand integrity. Commerce and other revenues consist primarily of affiliate commissions earned on transactions initiated from our editorial shopping content, as well as revenues from product licensing.
More specifically, with a common core demographic of Millennials and Gen Z, online content providers that target younger generations are natural competitors to BuzzFeed. Historically these have included privately held digital publishers such as Vox Media, which combined with Group Nine Media, Vice Media Group, and Bustle Digital Group, among others.
We broadly compete against other Internet companies that might attract audiences and advertisers to their platforms and away from BuzzFeed’s. More specifically, with a common core demographic of Millennials and Gen Z, online content providers that target younger generations are natural competitors to BuzzFeed.
With brands like First We Feast, Pigeons & Planes, Sole Collector and Complex — as well as live events, led by ComplexCon — Complex Networks has established itself as a leader in time spent among males aged 18 to 34, according to Comscore. 6 Table of Contents Our Audience Our content reflects the voice of the most diverse generation in history, and creates an “inspiration engine” that helps millions explore new things, try unique experiences, and discover novel products.
Refer to Notes 22 and 23 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details with respect to the sale. 6 Table of Contents Our Audience Our content reflects the voice of the most diverse generation in history, and creates an “inspiration engine” that helps millions explore new things, try unique experiences, and discover novel products.
BuzzFeed began as a lab in New York City, experimenting with content, formats, and distribution on the Internet. Over 15 years, we have established a deep understanding of modern media and developed proprietary technology designed to rapidly scale and monetize digital content.
Our data-driven approach to content creation is designed to benefit all stakeholders across our ecosystem: audiences, creators, and advertisers alike. BuzzFeed began as a lab in New York City, experimenting with content, formats, and distribution on the Internet.
In December 2022, we announced plans to reduce expenses by implementing an approximately 12% reduction in our then-current workforce, which resulted in a reduction of 172 employees in 2022.
In February 2024, we completed our sale of certain assets relating to the business of Complex Networks and we also announced plans to reduce expenses by implementing an approximately 16% reduction in our then-current workforce. Following the execution of these combined actions, the Company has 735 employees as of March 27, 2024.
Census Bureau estimates the annual U.S. e-commerce market to be approximately $1 trillion, representing another significant opportunity for our business. According to research published by MKM Partners in December 2022, U.S. online sales comprised 18% of total retail sales in the fourth quarter of 2022, up from pre-2020 levels, and is expected to reach approximately 25% by 2025.
Our approach provides retailers with an incremental channel for capturing high-quality, actionable consumer traffic. The U.S. Census Bureau estimates the annual U.S. e-commerce market to be approximately $1.1 trillion, comprising 15% of total retail sales in the fourth quarter of 2023.
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On December 3, 2021, we 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.
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As a result, each of our brands has a large, loyal, highly engaged audience that is very attractive to advertisers and creators, and through our rich first party data offering and contextual marketing solutions, we are able to help both advertisers and creators effectively and efficiently reach their target audiences.
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This means we can reach our audiences wherever they are — across our owned and operated properties and the major social platforms, including Facebook, YouTube, Instagram, TikTok, Snapchat, Twitter, and Apple News. In 2022, our audiences consumed more than 620 million hours of content and drove over $500 million in attributable transactions.
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Note, Time Spent presented above excludes time spent on Facebook, as effective January 1, 2023, we exclude Facebook from our measure of Time Spent. Additionally, Time Spent presented above excludes time Spent on Complex Networks, as Complex Networks is presented as discontinued operations throughout this Annual Report on Form 10-K.
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As a free, global, cross-platform media network that was born on the Internet, the shift to “all things digital” presents multiple opportunities for growth in our business.
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Time Spent on Facebook and Complex Networks was approximately 58 million and 76 million hours in 2023, respectively. Our strength has always been to adapt our business model to the evolution of the digital landscape.
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The growth in digital advertising, the demand for high-quality, brand-safe content, the need for advertisers to reach audiences at scale amid an evolving data privacy landscape and e-commerce are the primary industry trends driving our market opportunity. 5 Table of Contents Advertising is shifting away from traditional online media, and digital and social video have become core components of ad budgets.
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We have strong and differentiated IP in BuzzFeed, HuffPost, Tasty and First We Feast (including Hot Ones), each with a trusted and established brand identity. The brands we have built are valuable and hard to replicate. Audiences spend more time consuming our content than that of any other digital media company in our competitive set, according to Comscore.
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Further, with the rise of creator-led video formats such as Reels and TikTok, advertisers are increasingly looking to tap into creator-led marketing opportunities that resonate with large, young audiences.
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This is why, even amid an uncertain economic environment and increasing competition for audience time and advertising dollars, we continue to be a trusted partner for advertisers looking to reach young audiences at scale with brand-safe content. 5 Table of Contents Reputation, ethics, and quality matter now more than ever.
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With a broad and diverse roster of creative talent and a comprehensive set of creator-focused tools, technology, and resources, we are a trusted partner to advertisers, helping them execute premium campaigns effectively and efficiently. At the same time, reputation, ethics, and quality matter now more than ever.
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Advertisers continue to face brand safety risks on the largest social platforms. These platforms have become reliant on user-generated content that is often toxic and / or misleading.
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Social platforms can no longer rely on user-generated content and moderation policies, as they are increasingly exposed to liability for allowing toxic and misleading articles, posts, and videos to be posted and shared on their platforms. These platforms need high-quality, brand-safe content, which BuzzFeed is uniquely able to provide at scale.
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As platforms continue to struggle with the policing of user-generated content and the impact to advertisers on their platforms, BuzzFeed has become a trusted partner in providing high-quality, brand-safe content at scale to serve advertiser demand. Our iconic, category-leading brands have loyal, highly engaged audiences — from food lovers to shoppers to parents — and everyone in between.
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As the e-commerce market grows and consumer choice expands, we are able to provide retailers with an incremental channel for capturing high-quality, actionable consumer traffic. For years young people have continued to come to BuzzFeed, Inc. for culturally relevant content that inspires them to discover new things.
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With a broad and diverse audience and scaled distribution across platforms, we capture rich first party data and third-party platform insights across our audience — offering advertisers the contextual alignment and tools they need to effectively and efficiently reach massive young audiences — particularly as the Internet continues to move toward a cookieless future.
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BuzzFeed News , a Pulitzer Prize-winning newsroom created in 2012, is widely read, particularly among a younger audience. In December 2021, BuzzFeed, Inc. acquired Complex Networks , a global youth entertainment company that drives culture across music, food, style, entertainment, and sports.
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By leaning further into AI, we see the opportunity to capture and better understand a much bigger data set around our audience and the performance of our content. These trends reinforce our value proposition.
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Supported by our highly scalable and repeatable technology platform, our data-driven content flywheel informs our most important decisions, from investment in individual pieces of content to large-scale acquisitions. In tandem, our cross-platform distribution model maximizes audience reach and revenue opportunities.
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The U.S. e-commerce market is expected to reach $1.7 trillion by 2027 and comprise 21% of total retail sales, according to eMarketer. The ability of our content to inspire millions of consumers to transact and deliver meaningful results for our retail partners is what sets us apart from other digital publishers.
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Major platforms recognize the value of BuzzFeed’s brand-safe content, award-winning journalism, and the ability to engage large and diverse audiences, making us a critical and trusted partner for advertisers. Content includes paid or sponsored branded, syndicated, and studio content (including feature films) that is sold or licensed to third parties.
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HuffPost is a global, award-winning media platform for news, politics, opinion, entertainment, features, and lifestyle content that continues to attract millions of loyal readers directly to its front page.
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With strong brand recognition and audience trust, BuzzFeed is well positioned to capitalize on the continued shift to online purchases. Our Differentiation • Technology and Content Flywheel — Our proprietary machine learning and analytics tools and technologies enable us to create and optimize content across platforms and capture vital first-party data regarding audience preferences and valuable cross-platform insights.
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First We Feast began with creating an award-winning website and has since established its credibility as a voice at the intersection of food and pop culture that has spawned proprietary IP like The Burger Show and Pizza Wars.
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We also continue to experiment with the newest technologies, such as AI, to further enhance our content development capabilities. • Leading Brands and Attractive Audiences at Scale — Our portfolio of iconic brands reaches the Internet generations with unprecedented levels of connectivity and engagement, helping millions explore new things, try new experiences, and discover new products. • Comprehensive Offering for Advertisers — Our comprehensive suite of advertising products and services position us as a one stop shop for advertisers looking to reach young audiences at scale in a contextual, brand-safe environment. • Creativity and Innovation — BuzzFeed lives at the intersection of technology and creativity, continually pushing the bounds of inspiration and innovation, attracting, retaining and supporting creators with the data-enhanced tools they need to continue to stay ahead of trends and shape popular culture.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

195 edited+140 added−101 removed173 unchanged
Biggest changeOur advertising revenue could be adversely affected by a number of other factors, including: • decreases in traffic and engagement (including Time Spent); • inability to generate income on third-party platforms because of an absence of ad placement tools and the general monetization immaturity of certain third party platforms; • changes to ad placement capabilities on third-party platforms; 16 Table of Contents • inability to demonstrate the value of our content to advertisers and advertising agencies or inability to measure the value of our content in a manner which advertisers and advertising agencies find useful; • inability to increase advertiser demand and/or inventory; • inability to help advertisers effectively target ads; • inability to improve our analytics and measurement solutions that demonstrate the value of our content; • the impact of new technologies that could block or obscure the display of or targeting of our content; • decreases in the cost per ad engagement; • loss of advertising market share to our competitors; • the need to enter into revenue sharing arrangements or other partnerships with third parties; • adverse legal developments relating to advertising or measurement tools related to the effectiveness of advertising, including legislative and regulatory developments impacting branded content, labeling of advertising, privacy and consent requirements related to sharing of personal data, and/or litigation related to any of the foregoing; • adverse media reports or other negative publicity involving us or the digital media industry as a whole; • changes in the way our ad products are priced; • bad debts related to trade credit extended to certain advertisers; • cancellation of certain pre-paid branded advertising orders; and • the impact of macroeconomic conditions and conditions in the advertising industry in general.
Biggest changeOur advertising revenue could be adversely affected by a number of other factors, including: • decreases in traffic to, or engagement (including Time Spent) with, our brands and content; • the impact of macroeconomic conditions and conditions in the advertising industry in general; • the impact of new technologies or formats that could block or obscure the display of or targeting of our content; • loss of advertising market share to our competitors; 15 Table of Contents • inability to increase advertiser demand and / or inventory; • inability to demonstrate the value of our content to advertisers and advertising agencies or inability to measure the value of our content in a manner which advertisers and advertising agencies find useful; • cancellation of certain pre-paid branded advertising orders; • inability to help advertisers effectively target ads; • decreases in the cost per ad engagement; • changes in the way our ad products are priced; • inability to generate income on third-party platforms because of an absence of ad placement tools and the general monetization immaturity of certain third-party platforms; • changes to ad placement capabilities on third-party platforms; • inability to improve our analytics and measurement solutions that demonstrate the value of our content; • bad debts related to trade credit extended to certain advertisers; • our entry into revenue sharing arrangements or other partnerships with third parties; • adverse legal developments relating to advertising or measurement tools related to the effectiveness of advertising, including legislative and regulatory developments impacting branded content, labeling of advertising, privacy and consent requirements related to sharing of personal data, and / or litigation related to any of the foregoing; and • adverse media reports or other negative publicity involving us or the digital media industry as a whole.
If our strategic initiatives do not enhance our ability to monetize our existing content or enable us to 19 Table of Contents develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.
If our strategic initiatives do not enhance our ability to monetize our existing content or enable us to develop 19 Table of Contents new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.
With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore our reported earnings. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control.
With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in our consolidated statement of operations and therefore our reported earnings. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control.
Under Section 382 and Section 383 of the Internal Revenue Code of 1986 (the “Code”), as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes, including research and development tax credits, to offset its post-change income may be limited.
Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes, including research and development tax credits, to offset its post-change income may be limited.
We have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we give notice of redemption.
We have the ability to redeem our outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date we give notice of redemption.
These provisions include, among other things: • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on the board of directors; • requirement of supermajority voting (or if two-thirds of the board of directors approves, a majority) to amend some provisions in our second amended and restated certificate of incorporation and restated bylaws; • authorization of the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • only a majority of our board of directors will be authorized to call a special meeting of stockholders; • the right of the board of directors to make, alter, or repeal our restated bylaws; • advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and • the requirement that a meeting of stockholders may not be called by the stockholders, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.
These provisions include, among other things: • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on the board of directors; • requirement of supermajority voting (or if two-thirds of our board of directors approves, a majority) to amend some provisions in our second amended and restated certificate of incorporation and restated bylaws; • authorization of the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • only a majority of our board of directors will be authorized to call a special meeting of stockholders; • the right of our board of directors to make, alter, or repeal our restated bylaws; • advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and • the requirement that a meeting of stockholders may not be called by the stockholders, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.
Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold on to such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants.
Redemption of the outstanding public warrants could force holders to: (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so; (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold on to such warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants.
Our ability to restructure or refinance our debt will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations.
Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations.
Further, from time to time we may introduce new products and services (such as those related to AI), including in areas where we currently do not operate, which could increase our exposure to patent and other intellectual property claims from third parties, including, but not limited to, competitors and non-practicing entities.
Further, we may introduce new products and services (such as those related to AI), including in areas where we currently do not operate, which could increase our exposure to patent and other intellectual property claims from third parties, including, but not limited to, competitors and non-practicing entities.
We account for the 9,842,500 warrants issued in connection with 890’s initial public offering (including the 9,583,333 public warrants sold as part of the units in the initial public offering and the 259,167 private placement warrants underlying the private placement units) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging.
We account for the 9,842,500 warrants issued in connection with 890’s initial public offering (including the 9,583,333 public warrants sold as part of the units in the initial public offering and the 259,167 private placement warrants underlying the private placement units) in accordance with the guidance contained in Accounting Standards Codification 815, Derivatives and Hedging .
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are taking, and may take, advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are taking, and may take, advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
However, if the historical activities of Legacy BuzzFeed and Complex Networks were to become the subject of enforcement actions and sanctions from the DEA or otherwise arising under federal law, such actions and sanctions may have a negative effect on our business, financial condition, results of operations or reputation. 36 Table of Contents Further, new laws and regulations, changes in existing laws and regulations or the interpretation of them, our introduction of new content, features, and services, or an extension of our business into new areas, could increase our future compliance costs, make our content, features, and services less attractive to our traffic or advertisers, or cause us to change or limit our business practices.
However, if the historical activities of Legacy BuzzFeed and Complex Networks were to become the subject of enforcement actions and sanctions from the DEA or otherwise arising under federal law, such actions and sanctions may have a negative effect on our business, financial condition, results of operations or reputation. 42 Table of Contents Further, new laws and regulations, changes in existing laws and regulations or the interpretation of them, our introduction of new content, features, and services, or an extension of our business into new areas, could increase our future compliance costs, make our content, features, and services less attractive to our traffic or advertisers, or cause us to change or limit our business practices.
Our failure to repurchase the Notes at a time when the repurchase is required by the indenture or to pay cash upon conversion of such Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness.
Our failure to repurchase the Notes at a time when the repurchase is required by the indenture or to pay cash upon conversion of such Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing any future indebtedness.
A temporary suspension of the use of certain NOLs and tax credits has been enacted in California and Illinois, and other states may enact suspensions as well. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs and tax credits.
A temporary suspension of the use of certain NOLs and tax credits has been enacted in Illinois, and other states may enact suspensions as well. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs and tax credits.
There can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless. The exercise price for the outstanding warrants is $11.50 per share of our Class A common stock.
There can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless. The exercise price for the outstanding public warrants is $11.50 per share of our Class A common stock.
Our business and the conduct of our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial markets.
Our business and the conduct of our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial markets.
This liability is subject to re-measurement at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations.
This liability is subject to re-measurement at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the consolidated statements of operations.
Our second amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of us; (ii) action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder, employee or agent of ours to us or our stockholders or any claim for aiding and abetting such alleged breach; (iii) action or proceeding asserting a claim against us or any current or former director, officer, stockholder, employee or agent of ours arising pursuant to any provision of the DGCL or our second amended and restated certificate of incorporation or restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) action or proceeding to interpret, apply, enforce or determine the validity of our second amended and restated certificate of incorporation or 43 Table of Contents restated bylaws; or (v) action or proceeding asserting a claim against us or any current or former director, officer, stockholder, employee or agent of ours governed by the internal affairs doctrine, will, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have jurisdiction thereof, and state or federal court located within the State of Delaware.
Our second amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of us; (ii) action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder, employee or agent of ours to us or our stockholders or any claim for aiding and abetting such alleged breach; (iii) action or proceeding asserting a claim against us or any current or former director, officer, stockholder, employee or agent of ours arising pursuant to any provision of the DGCL or our second amended and restated certificate of incorporation or restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) action or proceeding to interpret, apply, enforce or determine the validity of our second amended and restated certificate of incorporation or restated bylaws; or (v) action or proceeding asserting a claim against us or any current or former director, officer, stockholder, employee or agent of ours governed by the internal affairs doctrine, will, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have jurisdiction thereof, and state or federal court located within the State of Delaware.
Any changes in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute our content or apps, impair access to our content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on mobile devices, give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content on mobile devices.
Any changes in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute our content or applications, impair access to our content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and applications on mobile devices, give preferential treatment to competitive, or their own, content or applications, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or applications could adversely affect the consumption and monetization of our content on mobile devices.
There have been a number of recent legislative proposals in the U.S., at both the federal and state level, that would impose new obligations in areas such as privacy, consent and data protection.
There have been a number of legislative proposals in the U.S., at both the federal and state level, that would impose new obligations in areas such as privacy, consent and data protection.
If and when the warrants become redeemable by us, we may exercise the redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If and when the public warrants become redeemable by us, we may exercise the redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • changes in the industries in which we and our customers operate; • success of competitors; • operating results failing to meet the expectations of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the industry in which we operate in general; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • operating and stock price performance of other companies that investors deem comparable to us; • ability to market new and enhanced products and services on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • additions and departures of key personnel; 41 Table of Contents • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; • any major change in our board of directors; • sales of substantial amounts of our Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, increased interest rates, inflationary pressures, fuel prices, international currency fluctuations, supply chain disruptions, labor shortage and disputes, acts of war, terrorism, and the direct and indirect results of the global COVID-19 pandemic on the markets and the broader global economy.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • changes in the industries in which we and our customers operate; 36 Table of Contents • success of competitors; • operating results failing to meet the expectations of securities analysts or investors in a particular period; • changes in the level of coverage of our securities by securities analysts or changes in financial estimates and recommendations by securities analysts concerning us or the industry in which we operate in general; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • operating and stock price performance of other companies that investors deem comparable to us; • ability to market new and enhanced products and services on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • additions and departures of key personnel; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; • any major change in our board of directors; • sales of substantial amounts of our Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, increased interest rates, inflationary pressures, fuel prices, international currency fluctuations, supply chain disruptions, labor shortage and disputes, acts of war, terrorism, and the direct and indirect results of the global COVID-19 pandemic on the markets and the broader global economy.
We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including: • the size and composition of our user base relative to those of our competitors; • our ad targeting capabilities, and those of our competitors; • our ability, and the ability of our competitors, to adapt our model to the increasing power and significance of influencers to the advertising community; • the timing and market acceptance of our advertising content and advertising products, and those of our competitors; • our marketing and selling efforts, and those of our competitors; • the pricing for our advertising products and services relative to those of our competitors; • the return our advertisers receive from our advertising products and services, and those of our competitors; and • our reputation and the strength of our brand relative to our competitors.
We believe that our ability to compete effectively for advertiser spending depends upon many factors both within and beyond our control, including: • the size and composition of our user base relative to those of our competitors; • our ad targeting capabilities, and those of our competitors; • our ability, and the ability of our competitors, to adapt our model to the increasing power and significance of influencers to the advertising community; • the timing and market acceptance of our advertising content and advertising products, and those of our competitors; • our marketing and selling efforts, and those of our competitors; • the pricing for our advertising products and services relative to those of our competitors; • the return our advertisers receive from our advertising products and services, and those of our competitors; and • our reputation and the strength of our brand relative to our competitors.
In the event that it is more difficult to access our content or use our apps and services, particularly on mobile devices, or if our traffic chooses not to access our content or use our apps on their mobile devices or choose to use mobile products that do not offer access to our content or our apps, or if the preferences of our traffic requires us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed and our business and operating results could be adversely affected.
In the event that it is more difficult to access our content or use our applications and services, particularly on mobile devices, or if our traffic chooses not to access our content or use our applications on their mobile devices or choose to use mobile products that do not offer access to our content or our applications, or if the preferences of our traffic requires us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed and our business and operating results could be adversely affected.
Our financial results in any given quarter may be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: • our ability to maintain and grow traffic and engagement; • changes made to the social media and other platforms that are important channels of distribution for our content, or changes in the patterns of use of those channels by users; • our ability to attract and retain advertisers in a particular period; • seasonal fluctuations in our revenue — for example, our revenue is typically highest in the fourth quarter of the year due to strong advertising spending and consumer spending during this quarter; • the number of ads shown to our traffic; • the pricing of our advertising products; • the diversification and growth of revenue sources beyond current advertising products; • the development and introduction of new content, products or services by us or our competitors; • increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; • our ability to maintain gross margins and operating margins; and • system failures or breaches of security or privacy.
Our financial results in any given reporting period may be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: • our ability to maintain and grow traffic and engagement; • changes made to the social media and other platforms that are important channels of distribution for our content, or changes in the patterns of use of those channels by users; • our ability to attract and retain advertisers in a particular period; • shifts in advertiser and consumer spending habits; • seasonal fluctuations in our revenue — for example, our revenue is typically highest in the fourth quarter of the year due to strong advertising spending and consumer spending during this quarter; • the number of ads shown to our traffic; • the pricing of our advertising products; • the diversification and growth of revenue sources beyond current advertising products; • the development and introduction of new content, products or services by us or our competitors; • increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; • our ability to maintain gross margins and operating margins; and • system failures or breaches of security or privacy.
We are also subject to anti-takeover provisions under Delaware 42 Table of Contents law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We are also subject to anti-takeover provisions under Delaware law, which could 37 Table of Contents delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.
Additionally, we assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.
This would negatively impact our ability to attract, retain, and increase the number and engagement of our traffic, platform partners and advertisers, as well as damage our brands, generate legal costs or liability, and harm our operating result We track certain performance metrics with internal tools and do not independently verify such metrics.
This would negatively impact our ability to attract, retain, and increase the number and engagement of our traffic, platform partners and advertisers, as well as damage our brands, generate legal costs or liability, and harm our operating results. We track certain performance metrics with internal tools and do not independently verify such metrics.
As such, full remediation could potentially extend beyond December 31, 2023. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures. We cannot assure you that we will not identify other material weaknesses in future periods.
As such, full remediation could potentially extend beyond December 31, 2024. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures. We cannot assure you that we will not identify other material weaknesses in future periods.
However, in future years, if and when a net deferred tax asset is recognized related to our NOLs, the changes in the carryforward and carryback periods as well as the new limitation on use of NOLs may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2022.
However, in future years, if and when a net deferred tax asset is recognized related to our NOLs, the changes in the carryforward and carryback periods as well as the new limitation on use of NOLs, may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2023.
Peretti will be able to exert over matters submitted to our stockholders for approval, including an approval right over any acquisition or liquidation of our company, our second amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
Peretti is able to exert over matters submitted to our stockholders for approval, including an approval right over any acquisition or liquidation of our company, our second amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
Our current advertising practices across all platforms, including Complex Networks, do not permit advertisements in the U.S. relating to federally prohibited cannabis-related activities (this does not include advertisements relating to hemp derived products, including Cannabidiol (CBD), which are permitted under federal law) on our platforms.
Our current advertising practices across all platforms do not permit advertisements in the U.S. relating to federally prohibited cannabis-related activities (this does not include advertisements relating to hemp derived products, including Cannabidiol (CBD), which are permitted under federal law) on our platforms.
These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in the board of directors and our management.
These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our board of directors or our management.
We are subject to a variety of laws and regulations in the U.S. and abroad that involve matters central to our business, including but not limited to contracts, securities, privacy, rights of publicity, data protection, content regulation, advertising and marketing, intellectual property (copyright, trademark and patent), libel and defamation, labor and employment, bribery and corruption, economic and trade sanctions, competition, protection of minors, consumer protection, taxation, and regulation of controlled substances.
We are subject to a variety of laws and regulations in the U.S. and abroad that involve matters central to our business, including but not limited to contracts, securities, privacy, rights of publicity, data protection, content regulation, advertising 41 Table of Contents and marketing, intellectual property (copyright, trademark and patent), libel and defamation, labor and employment, bribery and corruption, economic and trade sanctions, competition, protection of minors, consumer protection, taxation, and regulation of controlled substances.
We are also subject to the standard terms, conditions and practices of these platform providers, which govern the promotion, distribution, operation and use of our content. Platform providers have broad discretion to change their standard terms and conditions and have the right to prohibit us from distributing content on their platforms if we violate those standard terms and conditions.
We are also subject to the standard terms, conditions, and practices of these platform providers, which govern the promotion, distribution, operation and use of our content. Platform providers have broad discretion to change their standard terms and conditions and have the right to prohibit us from distributing content on their platforms if we violate them.
These improvements to our internal control infrastructure are ongoing, including during the preparation of our financial statements as of the end of the period covered by this report. While we are working to remediate the material weaknesses as efficiently and effectively as possible, we cannot predict the success of our remediation plan.
These improvements to our internal control environment are ongoing, including during the preparation of our financial statements as of the end of the period covered by this report. While we are working to remediate the material weaknesses as efficiently and effectively as possible, we cannot predict the success of our remediation plan.
Our development and implementation of AI solutions may not be successful, which may impair our ability to compete effectively, result in reputational harm and have a material adverse impact on our operating results. We may seek to incorporate AI solutions into our products, services and apps.
Our development and implementation of AI solutions may not be successful, which may impair our ability to compete effectively, result in reputational harm and have a material adverse impact on our operating results. We may seek to incorporate AI solutions into our products, services and applications.
On June 2, 2022, an aggregate of (1) 102,688,447 shares of our Class A common stock (including 2,776,073 shares of our Class A common stock subject to outstanding equity awards), (2) 12,019,830 shares of our Class B common stock, and (3) 6,478,031 shares of our Class C common stock held by our stockholders became available for sale without restriction, other than applicable securities laws.
On June 2, 2022, an aggregate of (1) 102,688,447 shares of our Class A common stock (including 2,776,073 shares of our Class A common stock subject to outstanding equity awards), (2) 12,019,830 shares of our Class B common stock, and (3) 6,478,031 shares of our Class C common stock held by our stockholders became available for sale without 39 Table of Contents restriction, other than applicable securities laws.
Failure to comply with laws and regulations with respect to contracts, securities, privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of 38 Table of Contents publicity, libel and defamation, health and safety, employment and labor, bribery and corruption, economic and trade sanctions, product liability, accessibility, competition, and taxation could adversely affect our business.
Failure to comply with laws and regulations with respect to contracts, securities, privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, libel and defamation, health and safety, employment and labor, bribery and corruption, economic and trade sanctions, product liability, accessibility, competition, and taxation could adversely affect our business.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.
Any failure, or perceived failure, by us or the third parties upon which we rely to comply with the laws and regulations relating to any of these matters, as well as any failure, or perceived failure, by us or the third parties upon which we rely to comply with our own posted policies relating to such matters, could result in claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our traffic and advertisers.
Any failure, or perceived failure, by us or the 44 Table of Contents third parties upon which we rely to comply with the laws and regulations relating to any of these matters, as well as any failure, or perceived failure, by us or the third parties upon which we rely to comply with our own posted policies relating to such matters, could result in claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our traffic and advertisers.
Further, our systems, and those of third parties upon which our business relies, may be vulnerable to interruption 26 Table of Contents or damage that can result from natural disasters or the effects of climate change (such as increased storm severity and flooding), fires, power or Internet outages, acts of terrorism or other similar events.
Further, our systems, and those of third parties upon which our business relies, may be vulnerable to interruption or damage that can result from natural disasters or the effects of climate change (such as increased storm severity and flooding), fires, power or Internet outages, acts of terrorism or other similar events.
Such negative publicity could also have an adverse effect on the size, demographics, engagement and loyalty of our traffic and could result in decreased revenue, which would adversely affect our business and operating results.
Such negative publicity could also have an adverse effect on the size, demographics, engagement and loyalty of our audience and could result in decreased revenue, which would adversely affect our business and operating results.
However, these agreements may be breached which could impair or destroy the value of this intellectual property to the company. Moreover, various other events outside of our control pose a threat to our intellectual property rights.
However, these agreements may be breached which could impair or destroy the value of this intellectual property to us. Moreover, various other events outside of our control pose a threat to our intellectual property rights.
Maintaining and enhancing our brands will depend largely on our ability to continue to provide high-quality, entertaining, useful, reliable, relevant, and innovative content, 18 Table of Contents which we may not do successfully. We may introduce new content, products or terms of service or policies that our traffic, partners or advertisers do not like, which may negatively affect our brand.
Maintaining and enhancing our brands will depend largely on our ability to continue to provide high-quality, entertaining, useful, reliable, relevant, and innovative content, which we may not do successfully. We may introduce new content, products or terms of service or policies that our traffic, partners or advertisers do not like, which may negatively affect our brand.
Legacy BuzzFeed and Complex Networks derived less than 0.2% of their combined revenues for the years ended December 31, 2021 and 2020, respectively, and no revenue for the year ended December 31, 2022, from advertisements relating to cannabis, which may be considered a controlled substance in certain jurisdictions, or cannabis-related products.
Legacy BuzzFeed and Complex Networks derived less than 0.2% of their combined revenues for the year ended December 31, 2021, and no revenue for the years ended December 31, 2023 or 2022, from advertisements relating to cannabis, which may be considered a controlled substance in certain jurisdictions, or cannabis-related products.
The success of our new content depends substantially on consumer tastes and preferences that change in often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to generate sufficient revenue or operating profit to justify our investments, and our business and operating results could be adversely affected.
The success of our new content depends substantially on consumer tastes and preferences that change in often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to generate sufficient revenue or operating profit to justify our use of resources, and our business and operating results could be adversely affected.
Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of 37 Table of Contents application and registration costs as well as the costs of defending, maintaining and enforcing those rights.
Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of 43 Table of Contents application and registration costs as well as the costs of defending, maintaining and enforcing those rights.
Risk Factors Summary The following summary highlights some of the risks we are exposed to in the normal course of our business activities. This summary is not complete and the risks summarized below are not the only risks we face.
Risk Factors Summary The following summary highlights some of the risks we are exposed to in the normal course of our business activities. This summary is not exhaustive and the risks summarized below are not the only risks we face.
We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We believe that our ability to compete effectively for traffic depends upon many factors both within and beyond our control, including: • the popularity, usefulness, and reliability of our content compared to that of our competitors; • the timing and market acceptance of our content; • the continued expansion and adoption of our content; • our ability, and the ability of our competitors, to develop new content and enhancements to existing content; • our ability, and the ability of our competitors, to attract, develop, and retain influencers and creative talent; • our ability, and the ability of our competitors, to develop measures for traffic, time spent and content engagement on emerging platforms, particularly platforms where no effective measurement tools currently exist; 17 Table of Contents • the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; • changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; • our ability to attract, retain and motivate talented employees; • the costs of developing and procuring new content, relative to those of our competitors; • acquisitions or consolidation within our industry, which may result in more formidable competitors; and • our reputation and brand strength relative to our competitors.
We believe that our ability to compete effectively for traffic depends upon many factors both within and beyond our control, including: • the popularity, usefulness, and reliability of our content compared to that of our competitors; • the timing and market acceptance of our content; • the continued expansion and adoption of our content; • our ability, and the ability of our competitors, to develop new content and enhancements to existing content; • our ability, and the ability of our competitors, to attract, develop, and retain influencers and creative talent; • our ability, and the ability of our competitors, to develop measures for traffic, time spent and content engagement on emerging platforms, particularly platforms where no effective measurement tools currently exist; • the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; • changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; • our ability to attract, retain and motivate talented employees; • the costs of developing and procuring new content, relative to those of our competitors; • acquisitions or consolidation within our industry, which may result in more formidable competitors; and • our reputation and brand strength relative to our competitors. 16 Table of Contents We also face significant competition for advertiser spending.
In addition, if any parties with whom we conduct business are unable to access funds pursuant to lending arrangements with a closed financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.
Similarly, if any parties with whom we conduct business are unable to access funds pursuant to lending arrangements with a closed financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.
A majority of our traffic accesses our content and services through mobile devices and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile products, services and apps.
A majority of our traffic accesses our content and services through mobile devices and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile products, services and applications.
We may not be successful in maintaining or developing relationships with key participants in the mobile industry or in developing content or apps that operate effectively with these technologies, systems, tools, networks, or standards.
We may not be successful in maintaining or developing relationships with key participants in the mobile industry or in developing content or applications that operate effectively with these technologies, systems, tools, networks, or standards.
We perform an assessment of goodwill for impairment annually as of October 1 and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable.
We perform an assessment of goodwill for impairment annually as of October 1, as well as whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable.
The U.S. government, including the FTC and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the processing of information concerning user behavior on the Internet, including regulation aimed at restricting certain online tracking and targeted advertising practices.
The U.S. government, including the FTC and the Department of Commerce, has announced in past years that it is reviewing the need for greater regulation for the processing of information concerning user behavior on the Internet, including regulation aimed at restricting certain online tracking and targeted advertising practices.
The introduction of new products or services may subject us to additional laws and regulations. In addition, foreign data protection, privacy, libel and defamation, consumer protection, content regulation, and 35 Table of Contents other laws and regulations are often more restrictive than those in the U.S.
The introduction of new products or services may subject us to additional laws and regulations. In addition, foreign data protection, privacy, libel and defamation, consumer protection, content regulation, and other laws and regulations are often more restrictive than those in the U.S.
As we maintain a full valuation allowance against our U.S. federal NOLs, these changes will not impact our balance sheet as of December 31, 2022.
As we maintain a full valuation allowance against our U.S. federal NOLs, these changes will not impact our balance sheet as of December 31, 2023.
We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems and web browsers that we do not control, such as Mac OS, Windows, Android, iOS, Chrome, and Firefox.
We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems and web 27 Table of Contents browsers that we do not control, such as Mac OS, Windows, Android, iOS, Chrome, and Firefox.
Additionally, if the number of platforms for which we develop our product expands, it will result in an increase in our operating expenses.
Additionally, if the number of platforms for which we develop our products expands, it will result in an increase in our operating expenses.
If our traffic is unable to access our platform or our content on third-party platforms, or we are not able to make content available rapidly on our platform or on third-party platforms, our traffic may seek other channels to obtain the information, and may not return to our platform or view our content on third-party platforms, or use our platform as often in the future, or at all.
If our traffic is unable to access our platform or our content on third-party platforms, or we are not able to make content available rapidly on our platform or on third-party platforms, our traffic may seek other channels 24 Table of Contents to obtain the information, and may not return to our platform or view our content on third-party platforms, or use our platform as often in the future, or at all.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “five percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws.
In general, an “ownership change” will occur if there is a cumulative change 34 Table of Contents in our ownership by “five percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws.
Operating internationally subjects us to additional risks and may increase risks that we currently face, including risks associated with: • recruiting, integrating and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices; • providing our content and operating across a significant distance, in different languages and among different cultures, including the potential need to modify our products, content and services to ensure that they are culturally relevant in different countries; • increased competition from local media companies and mobile applications which have expanded and may continue to expand their geographic footprint; • differing and potentially lower levels of user growth, user engagement, and ad engagement in new and emerging geographic territories; • compliance with applicable foreign laws and regulations, including laws and regulations with respect to privacy, consumer protection, and media freedom; • operating in jurisdictions that do not protect intellectual property rights to the same extent as the U.S.; • compliance with anti-corruption laws including, without limitation, compliance with the Foreign Corrupt Practices Act and U.K.
Operating internationally subjects us to risks, and may increase risks that we currently face, including risks associated with: • recruiting, integrating and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices; • providing our content and operating across a significant distance, in different languages and among different cultures, including the potential need to modify our products, content and services to ensure that they are culturally relevant in different countries; • increased competition from local media companies and mobile applications which have expanded and may continue to expand their geographic footprint; • differing and potentially lower levels of user growth, user engagement, and ad engagement in new and emerging geographic territories; • operating through license agreements with third parties managing certain BuzzFeed branded operations outside of the U.S.; • compliance with applicable foreign laws and regulations, including laws and regulations with respect to privacy, consumer protection, and media freedom; • operating in jurisdictions that do not protect intellectual property rights to the same extent as the U.S.; • compliance with anti-corruption laws including, without limitation, compliance with the Foreign Corrupt Practices Act and U.K.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If our Class A common stock was not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.
Further, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If our Class A common stock fails to be listed on any national securities exchange or quoted on Nasdaq , such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities, because states are not preempted from regulating the sale of securities that are not covered securities.
A number of additional factors could potentially negatively affect our traffic growth and engagement, including Time Spent, including if: • traffic engages with other platforms or content as an alternative to ours; • we are unable to convince potential new traffic of the value, usefulness, and relevance of our content; • there is a decrease in the perceived quality and relevance of our content; • we fail to introduce new and improved content or services or if we introduce new or improved content or services that are not favorably received or that negatively affect levels of traffic and engagement; • our traffic believes that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance, and prominence of ads that we display; • there are changes in the third-party platforms on which we rely to deliver a majority of our traffic; • there is a diminishment in the popularity of the third-party platforms on which we distribute our content; • technical or other problems prevent us from delivering our content or services in a rapid and reliable manner or otherwise affect the experience of our traffic; • we experience service outages, data protection and security issues; • our trademarks are exploited by others without permission or the value of our trademarks is diluted by our actions or the actions of others; • there are adverse changes in our content or services that are mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements or consent decrees; or • we do not maintain our brand image or our reputation is damaged.
A number of additional factors could potentially negatively affect our traffic growth and engagement, including Time Spent, including if: • traffic engages with other platforms or content as an alternative to ours; 18 Table of Contents • we are unable to convince potential new traffic of the value, usefulness, and relevance of our content; • there is a decrease in the perceived quality and relevance of our content; • we fail to introduce new and improved content or services or if we introduce new or improved content or services that are not favorably received or that negatively affect levels of traffic and engagement; • our audience believes that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance, and prominence of ads that we display; • there are changes in the third-party platforms on which we rely to deliver a majority of our traffic; • there is a diminishment in the popularity of the third-party platforms on which we distribute our content; • technical or other problems prevent us from delivering our content or services in a rapid and reliable manner or otherwise affect the experience of our traffic; • we experience service outages, data protection and security issues; • our trademarks are exploited by others without permission or the value of our trademarks is diluted by our actions or the actions of others; • there are adverse changes in our content or services that are mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements or consent decrees; or • we do not maintain our brand image or our reputation is damaged, including as a result of any strategic alliances or licensing agreements with third-parties or relationships with content creators and on-camera talent.
In addition, we have launched, and expect to continue to launch, strategic initiatives, which do not directly generate revenue but which we believe will enhance our attractiveness to traffic and advertisers.
In addition, we have launched, and expect to continue to launch, strategic initiatives, which do not yet generate material revenue, but which we believe will enhance our attractiveness to traffic and advertisers.
If the market for digital advertising deteriorates, develops more slowly than we expect or the shift from traditional advertising methods to digital advertising does not continue, or there is a reduction in demand for digital advertising caused by weakening economic conditions, decreases in corporate spending, perception that digital advertising is less effective than other media or otherwise, it could reduce demand for our offerings, which could decrease revenue or otherwise adversely affect our business.
If the market for digital advertising deteriorates; develops more slowly than we expect; ceases to shift from traditional advertising methods to digital advertising; experiences a reduction in demand caused by weakening economic conditions, decreases in corporate spending, or a perception that digital advertising is less effective than other media or otherwise, it could reduce demand for our offerings, which could decrease revenue or otherwise adversely affect our business.
We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.
We could be an emerging growth company until December 31, 2026, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.
We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements. 44 Table of Contents We are considered a “controlled company” under the rules of Nasdaq.
We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements. We are considered a “controlled company” under the rules of Nasdaq.
In addition, some of our agreements with advertisers, platform partners, data partners, social media platforms, and licensees require us to indemnify them for certain intellectual property claims against them, which could require us to incur considerable costs in defending such claims, and may require us to pay significant damages in the event of an adverse ruling.
In addition, some of our agreements with advertisers, platform partners, data partners, social media platforms, and licensees require us to indemnify them for certain intellectual property claims, which could require us to incur considerable costs or pay significant damages in the event of an adverse ruling.
If a perceived breach of our security occurs or an actual breach of our security that results in degraded website or app performance, unauthorized access, availability problems, or the loss or unauthorized disclosure of confidential information occurs, the market perception of the effectiveness of our security measures could be harmed, our traffic and advertisers may lose trust and confidence in us or decrease the use of our website, app and services or stop using our services in their entirety; and we may incur significant legal and financial exposure, including legal claims, higher transaction fees, and regulatory fines and penalties.
If a perceived breach of our security occurs or an actual breach of our security that results in degraded website or application performance, unauthorized access, availability problems, or the loss or unauthorized disclosure of confidential information occurs, the market perception of the effectiveness of our security measures could be harmed, our traffic, advertisers, and 26 Table of Contents partners may lose trust and confidence in us or decrease the use of our websites, applications or services or stop using our services in their entirety; and we may incur significant legal and financial exposure, including legal claims, higher transaction fees, and regulatory fines and penalties.
Some of our services contain open source software, and we license some of our software through open source projects, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business.
Some of our services contain open-source software, and we license some of our software through open-source projects, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business. We use open-source software in our products and services and will use open-source software in the future.
We are dependent 29 Table of Contents on the interoperability of our content and our apps with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. Our mobile apps are downloaded from third-party app stores, such as the Apple App Store and Google Play.
We are dependent on the interoperability of our content and our applications with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. Our mobile applications are downloaded from third-party app stores, such as the Apple App Store and Google Play.
If our existing shareholders sell, or indicate an intent to sell, amounts of our Class A common stock in the public market after any restrictions on resale lapse, the trading price of our ordinary shares could decline. Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time.
If our existing shareholders sell, or indicate an intent to sell, amounts of our Class A common stock in the public market, the trading price of our ordinary shares could decline. Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time.
We also face significant competition for advertiser spend. We compete against online and mobile businesses and traditional media outlets, such as television, radio and print, for advertising budgets. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options.
We compete against online and mobile businesses and traditional media outlets, such as television, radio and print, for advertising budgets. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options.
Information security threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them. To date, no incidents have had, either individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
Vulnerabilities could be exploited and result in a security or privacy incident. Information security threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them. To date, no incidents have had, either individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software.
The use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software.
Treasury Department, and the FDIC have agreed to guarantee all deposits, above and beyond the limit on insured deposits of $250,000, at these banks, including SVB, there can be no assurance that there will not be additional bank failures or issues in the broader U.S. financial system, which may have an impact on the broader capital markets and, in turn, our ability to access those markets.
Treasury Department, and the FDIC guaranteed all deposits, above and beyond the limit on insured deposits at these banks, there can be no assurance that there will not be additional bank failures or issues in the broader 28 Table of Contents U.S. financial system, which may have an impact on the broader capital markets and, in turn, our ability to access those markets.
Pending or future legal proceedings could result in a diversion of management’s attention and resources and reputational harm, and we may be required to incur significant expenses defending against these claims or pursuing claims against third parties to protect our rights. If we do not prevail in litigation, we could incur substantial liabilities.
Further, pending or future legal proceedings could result in a diversion of our management’s attention and resources and reputational harm, and we may be required to incur significant expenses defending against these claims or pursuing claims against third parties to protect our rights.
Similarly, in order to maximize the chances that consumers select our products as opposed to other retail options available to them, we must continue to develop new creative and innovative products with partners and clients, which may not be well received by consumers, even if of high quality.
Similarly, in order to maximize the chances that consumers select our content and products as opposed to other retail options available to them, we must continue to develop new products for partners and clients, and new channels through which to reach audiences, which may not be well received by consumers, even if of high quality.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn addition to our corporate headquarters, we also lease other facilities in New York, California, Australia, Canada, India, Japan, Mexico and the U.K. We are evaluating our needs for office space due to our shift to a more flexible work model and may determine to sublease certain of our offices.
Biggest changeRefer to Notes 22 and 23 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details on this space sharing agreement. We are evaluating our needs for office space due to our shift to a more flexible work model and may determine to sublease certain of our offices.
ITEM 2. PROPERTIES Our corporate headquarters is located in New York City, New York, where we occupy facilities totaling approximately 107,500 square feet under a lease that expires in 2025. We use these facilities for administration, finance, legal, human resources, information technology, sales and marketing, engineering, technology, production, and development.
ITEM 2. PROPERTIES Our corporate headquarters is located in New York City, New York, where we occupy facilities totaling approximately 107,500 square feet under a lease that expires in 2025. We use these facilities for administration, finance, legal, human resources, IT, sales and marketing, engineering, technology, production, and development.
We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations if needed in the future.
We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations if needed in the future. 46 Table of Contents
Added
In addition to our corporate headquarters, we also lease other facilities in New York, California, Canada, India, Japan, Mexico and the U.K. In February 2024, we entered into a space sharing license agreement whereby we licensed approximately 11,500 square feet (not including shared spaces) to the purchaser of certain assets of Complex Networks in connection with the Disposition.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company does not believe at this time that the final outcome of this matter will have a material adverse effect on its financial position, results of operations, or cash flows. See Note 16 to the consolidated financial statements for additional details regarding legal proceedings in which we are involved.
Biggest changeFor information regarding other legal proceedings in which we are involved, refer to Note 16 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details.
Based on our current knowledge, we do not believe that there is a reasonable possibility that the final adjudication of any such pending or threatened legal proceedings to which we are a party, will, either individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.
Based on our current knowledge, we do not believe that there is a reasonable probability that the final adjudication of any such pending or threatened legal proceedings to which we are a party, will, either individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.
On April 21, 2022, the BuzzFeed Defendants filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia, the Claimants’ purported causes of action arise from their rights as shareholders of the Company, are governed by the Company’s charter, including its forum selection provision, and are therefore not arbitrable (the “Delaware Action”).
On April 21, 2022, the BuzzFeed Defendants filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia, the Claimants’ purported causes of action arise from their rights as our shareholders, are governed by our charter, including its forum selection provision, and are therefore not arbitrable (the “Delaware Action”).
Two mass arbitrations (the “Arbitrations”) were initiated before the American Arbitration Association on March 15, 2022 against the Company and certain of its executive officers and directors (together, the “BuzzFeed Defendants”) and Continental Stock Transfer Corporation by 91 individuals previously employed by Legacy BuzzFeed (the “Claimants”).
Mass Arbitrations Two mass arbitrations (the “Arbitrations”) were initiated before the American Arbitration Association (the “AAA”) on March 15, 2022 against us and certain of our executive officers and directors (together, the “BuzzFeed Defendants”) and Continental Stock Transfer Corporation by 91 individuals previously employed by Legacy BuzzFeed (the “Claimants”).
Although the outcome of litigation and other legal matters is inherently subject to uncertainties, we feel comfortable with the adequacy of our insurance coverage.
Although the outcome of litigation and other legal matters is inherently subject to uncertainties, we feel comfortable with the adequacy of our insurance coverage. Video Privacy Protection Act On May 16, 2023, a lawsuit titled Hunthausen v.
On January 17, 2023, the Claimants filed amended statements of claim in the Arbitrations against BuzzFeed Media Enterprises, Inc., a wholly-owned subsidiary of the Company, and Continental Stock Transfer & Trust Corporation, the transfer agent for 890 and later the Company.
On October 28, 2022, the Court of Chancery granted the Company’s motion to permanently enjoin the Claimants’ arbitration claims. 47 Table of Contents On January 17, 2023, the Claimants filed amended statements of claim in the Arbitrations against BuzzFeed Media Enterprises, Inc., our wholly-owned subsidiary, and Continental Stock Transfer & Trust Corporation, the transfer agent for 890 and, later, our transfer agent.
The complaint sought declaratory and injunctive relief. A hearing on the merits of the Delaware Action was held on July 26, 2022. On October 28, 2022, the Court of Chancery granted the Company’s motion to permanently enjoin the Claimants’ arbitration claims.
The complaint sought declaratory and injunctive relief. A hearing on the merits of the Delaware Action was held on July 26, 2022.
Added
BuzzFeed, Inc. was filed against us in the United States District Court for the Southern District of California, asserting class action claims for alleged violation of the Video Privacy Protection Act (“VPPA”) based on the claimed transmission of personally identifying information via the Meta pixel, Google Analytics, and the TikTok pixel, all of which are purportedly connected to posts on the BuzzFeed.com website.
Added
The putative class plaintiff was seeking an injunction to stop further alleged wrongful conduct, to recover unspecified compensatory damages and an award of costs, and any further appropriate relief. The matter was settled on January 4, 2024 and is now disposed.
Added
On August 4, 2023, we received 8,927 individual demands for JAMS arbitration in California, all of which allege that we violated the VPPA by transmitting personally identifying information via the Meta pixel, purportedly connected to posts on the BuzzFeed website.
Added
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA. We provisionally settled these claims on January 29, 2024.
Added
On August 15, 2023, we received (1) 5,247 individual demands for JAMS arbitration in California, all of which allege that we violated the VPPA by transmitting personally identifying information via the use of various pixels purportedly in connection with the HuffPost.com website; and (2) 12,176 individual demands for JAMS arbitration in California, all of which allege that we violated the VPPA by transmitting personal identifying information via the use of various pixels purportedly in connection with the BuzzFeed.com website.
Added
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA, as well as punitive damages, attorneys’ fees and costs, and equitable relief. We provisionally settled these claims on January 16, 2024.
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On October 31, 2023, we received 590 individual demands for JAMS arbitration in California, all of which allege that we violated the VPPA by transmitting personally identifying information via the use of various pixels purportedly in connection with the BuzzFeed.com website.
Added
Each claimant was seeking to recover damages in the amount of $2,500 (actual dollars) for each alleged violation of the VPPA. We provisionally settled these claims on January 29, 2024.
Added
On March 29, 2023, BuzzFeed Media Enterprises, Inc., filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that, inter alia, the Claimants’ purported causes of action arise from their rights as the Company’s shareholders, are governed by our charter, including its forum selection provision, and are therefore not arbitrable.
Added
The complaint seeks declaratory and injunctive relief. The parties cross-moved for summary judgment. On November 20, 2023, the Court of Chancery heard oral arguments on our motion for summary judgment and the Claimants’ cross-motion to dismiss the Company’s complaint. The arbitrations are stayed until the Court resolves the motions on the merits. The decision of the Court is pending.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDividend Policy We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business.
Biggest changeSuch numbers do not include beneficial owners holding our securities through an account with a brokerage firm, bank, or other nominee. Dividend Policy We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the foreseeable future.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock and public warrants are currently listed on the Nasdaq Stock Market LLC under the symbols “BZFD” and “BZFDW,” respectively.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock and public warrants are currently listed on The Nasdaq Capital Market under the symbols “BZFD” and “BZFDW,” respectively.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no issuer purchases of equity securities for the year ended December 31, 2022. Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities None. Issuer Purchases of Equity Securities None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no issuer purchases of equity securities for the year ended December 31, 2023. 48 Table of Contents Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities None.
On March 14, 2023 , the closing sale price of our Class A common stock was $0.95 per share and the closing sale price of our public warrants was $0.095 per warrant. Our Class B common stock and our Class C common stock is not listed or traded on any exchange.
On March 27, 2024 , the closing sale price of our Class A common stock was $0.40 per share and the closing sale price of our public warrants was $0.035 per warrant. Our Class B common stock and our Class C common stock is not listed or traded on any exchange.
As of March 14, 2023, there were 275 holders of record of our Class A common stock, 19 holders of record of our Class B common stock, one holder of record of our Class C common stock and five holders of record of our public warrants. Such numbers do not include beneficial owners holding our securities through nominee names.
As of March 27, 2024, there were 247 holders of record of our Class A common stock, 19 holders of record of our Class B common stock, zero holders of record of our Class C common stock and 20 holders of record of our public warrants.
Added
We expect to retain future earnings, if any, to fund the development and growth of our business.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations: The following tables set forth our consolidated statement of operations data for each of the periods presented (in thousands): For the Year Ended December 31, 2022 2021 2020 Revenue $ 436,674 $ 397,564 $ 321,324 Costs and Expenses Cost of revenue, excluding depreciation and amortization 261,815 207,397 140,290 Sales and marketing 71,262 54,981 50,680 General and administrative 117,734 112,552 83,061 Research and development 30,597 24,928 17,669 Depreciation and amortization 35,073 22,860 17,486 Impairment expense 104,500 — — Total costs and expenses 620,981 422,718 309,186 (Loss) income from operations (184,307) (25,154) 12,138 Other (expense) income, net (3,076) (3,974) 882 Interest expense, net (21,155) (2,885) (923) Change in fair value of warrant liabilities 4,543 4,740 — Change in fair value of derivative liability 4,695 26,745 — (Loss) income before income taxes (199,300) (528) 12,097 Income tax provision (benefit) 2,026 (26,404) 941 Net (loss) income (201,326) 25,876 11,156 Net income attributable to the redeemable noncontrolling interest 164 936 820 Net (loss) income attributable to noncontrolling interests (533) 228 — Net (loss) income attributable to BuzzFeed, Inc. $ (200,957) $ 24,712 $ 10,336 52 Table of Contents Costs and expenses include stock-based compensation expense as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue, excluding depreciation and amortization $ 3,895 $ 2,788 $ 109 Sales and marketing 3,058 4,829 60 General and administrative 10,759 15,052 977 Research and development 3,893 896 43 $ 21,605 $ 23,565 $ 1,189 The following table sets forth our consolidated statement of operations data for each of the periods presented as a percentage of revenue (1) : Year Ended December 31, 2022 2021 2020 Revenue 100 % 100 % 100 % Costs and Expenses Cost of revenue, excluding depreciation and amortization 60 % 52 % 44 % Sales and marketing 16 % 14 % 16 % General and administrative 27 % 28 % 26 % Research and development 7 % 6 % 5 % Depreciation and amortization 8 % 6 % 5 % Impairment expense 24 % — — Total costs and expenses 142 % 106 % 96 % (Loss) income from operations (42) % (6) % 4 % Other (expense) income, net (1) % (1) % — Interest expense, net (5) % (1) % — Change in fair value of warrant liabilities 1 % 1 % — Change in fair value of derivative liability 1 % 7 % — (Loss) income before income taxes (46) % — % 4 % Income tax provision (benefit) — (7) % — Net (loss) income (46) % 7 % 4 % Net income attributable to the redeemable noncontrolling interest — — — Net (loss) income attributable to noncontrolling interests — — — Net (loss) income attributable to BuzzFeed, Inc.
Biggest changeResults of Operations: The following tables set forth our consolidated statement of operations data for each of the periods presented (in thousands): For the Year Ended December 31, 2023 2022 2021 Revenue $ 252,677 $ 342,554 $ 383,804 Costs and Expenses Cost of revenue, excluding depreciation and amortization 142,366 194,348 199,015 Sales and marketing 38,989 47,293 53,233 General and administrative 78,026 111,437 108,694 Research and development 11,179 27,100 24,663 Depreciation and amortization 21,941 24,263 22,093 Impairment expense — 66,464 — Total costs and expenses 292,501 470,905 407,698 Loss from continuing operations (39,824) (128,351) (23,894) Other expense, net (2,990) (3,076) (3,974) Interest expense, net (16,085) (15,591) (2,496) Change in fair value of warrant liabilities (11) 4,543 4,740 Change in fair value of derivative liability 180 4,695 26,745 (Loss) income from continuing operations before income taxes (58,730) (137,780) 1,121 Income tax provision (benefit) 1,602 2,703 (2,749) Net (loss) income from continuing operations (60,332) (140,483) 3,870 Net (loss) income from discontinued operations, net of tax (28,990) (60,843) 22,006 Net (loss) income (89,322) (201,326) 25,876 Less: net income attributable to the redeemable noncontrolling interest — 164 936 Less: net (loss) income attributable to the noncontrolling interests (743) (533) 228 Net (loss) income attributable to BuzzFeed, Inc. $ (88,579) $ (200,957) $ 24,712 55 Table of Contents Costs and expenses include stock-based compensation expense as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue, excluding depreciation and amortization $ 870 $ 3,028 $ 2,788 Sales and marketing 960 3,026 4,829 General and administrative 3,911 9,251 15,052 Research and development 1 (162) 3,864 896 $ 5,579 $ 19,169 $ 23,565 _________________________________ (1) The negative stock-based compensation expense for the year ended December 31, 2023 for Research and development was primarily due to forfeitures.
Other (expense) income, net : Consists of foreign exchange gains and losses, gains and losses on investments, gains and losses on dispositions of subsidiaries, gains and losses on disposition of assets, and other miscellaneous income and expenses. Interest expense, net: Consists of interest expense incurred on our borrowings, net of interest income on interest bearing checking accounts.
Other expense, net : Consists of foreign exchange gains and losses, gains and losses on investments, gains and losses on dispositions of subsidiaries, gains and losses on disposition of assets, and other miscellaneous income and expenses. Interest expense, net: Consists of interest expense incurred on our borrowings, net of interest income on interest bearing checking accounts.
These were partially offset by an $36.9 million increase in the change in accounts receivable, a $12.9 million increase in the change in deferred revenue, a $8.0 million increase in the change in accounts payable, and a $4.5 million increase in the change in deferred rent.
These were partially offset by: a $36.9 million increase in the change in accounts receivable; a $12.9 million increase in the change in deferred revenue; an $8.0 million increase in the change in accounts payable; and a $4.5 million increase in the change in deferred rent.
Financing Activities For the year ended December 31, 2022, cash provided by financing activities was $3.2 million, which principally consisted of $5.0 million in borrowings from the Revolving Credit Facility, partially offset by the payment of $1.7 million for withholding taxes on the vesting of certain RSUs.
For the year ended December 31, 2022, cash provided by financing activities was $3.2 million, which principally consisted of $5.0 million in borrowings from the Revolving Credit Facility, partially offset by the payment of $1.7 million for withholding taxes on the vesting of certain RSUs.
In conducting our annual goodwill impairment assessment, we first review qualitative factors to determine whether it is more likely than not that the fair value of the reporting is less than its carrying amount. If the factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative assessment.
In conducting our annual goodwill impairment assessment, we first review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative assessment.
Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Adjusted EBITDA should not be considered a substitute for net (loss) income from operations, net loss (income), or net (loss) income attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP.
Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Adjusted EBITDA should not be considered a substitute for net (loss) income from continuing operations, net (loss) income, or net (loss) income attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP.
We are committed to making the Internet better: providing trusted, quality, brand-safe entertainment and news; making content on the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives. BuzzFeed curates the Internet, and acts as an “inspiration engine,” driving both online and real-world action and transactions.
We are committed to making the Internet better: providing trusted, high-quality, brand-safe entertainment and news; making content on the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives. BuzzFeed curates the Internet, and acts as an “inspiration engine,” driving both online and real-world action and transactions.
Emerging Growth Company Accounting Election Section 102 of the Jumpstart Our Business Startups Act (the “JOBS Act”) provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards.
Emerging Growth Company Accounting Election Section 102 of the Jumpstart Our Business Startups Act (the “JOBS Act”) provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards.
We are an emerging growth company and have elected to take advantage of the extended transition period. As a result, the consolidated financial statements of BuzzFeed, Inc. may not be comparable to companies that comply with new or revised accounting standards as of public company effective dates.
We are an emerging growth company and have elected to take advantage of the extended transition period. As a result, the consolidated financial statements of BuzzFeed may not be comparable to companies that comply with new or revised accounting standards as of public company effective dates.
There were a further 2.4 million restricted stock units with a liquidity condition that the Business Combination did not satisfy (“Liquidity 1 RSUs”). However, on May 12, 2022, the board of directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting the RSUs to vest (based on service).
There were a further 2.4 million restricted stock units with a liquidity condition that the Business Combination did not satisfy (“Liquidity 1 RSUs”). However, on May 12, 2022, our board of directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting the RSUs to vest (based on service).
Our performance obligations consist of BuzzFeed-created content for use by its customers or the delivery of a promised number of actions related to the content (such as impressions or views). The revenue is recognized when the content, or the related action, is delivered.
Our performance obligations consist of BuzzFeed-created content for use by our customers or the delivery of a promised number of actions related to the content (such as impressions or views). The revenue is recognized when the content, or the related action, is delivered.
We define Adjusted EBITDA as net (loss) income, excluding the impact of net (loss) income attributable to noncontrolling interests, income tax provision (benefit), interest expense, net, other expense (income), net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, impairment expense, transaction-related costs, certain litigation costs, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
We define Adjusted EBITDA as net (loss) income from continuing operations, excluding the impact of net (loss) income attributable to noncontrolling interests, income tax provision (benefit), interest expense, net, other expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, impairment expense, transaction-related costs, certain litigation costs, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
The Revolving Credit Facility was further amended and restated on December 15, 2022 to, among other things, extend the maturity date until December 30, 2025, replace the London Inter-Bank Offered Rate (LIBOR) rate with the Secured Overnight Financing Rate (“SOFR”) rate, and provide for an early termination fee of between 0.5% and 2% of the maximum facility loan amount.
The Revolving Credit Facility was further amended and restated on December 15, 2022 to, among other things, extend the maturity date until December 30, 2025, replace the London Inter-Bank Offered Rate (“LIBOR”) rate with the Secured Overnight Financing Rate (“SOFR”) rate, and provide for an early termination fee of between 0.5% and 2% of the maximum facility loan amount.
The reduction in workforce plan is intended to reduce the Company’s costs in response to a combination of factors, including: (i) challenging macroeconomic conditions; (ii) completing the integration of Complex Networks and eliminating redundancies where they existed; and (iii) an ongoing audience shift to short-form, vertical video, which is still developing from a monetization standpoint.
The reduction in workforce plan was intended to reduce the Company’s costs in response to a combination of factors, including: (i) challenging macroeconomic conditions; (ii) completing the integration of Complex Networks and eliminating redundancies where they existed; and (iii) an ongoing audience shift to short-form, vertical video, which was still developing from a monetization standpoint.
Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future.
Across entertainment, news, food, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now — and into the future.
As of December 31, 2022, the Company continued to maintain a valuation allowance against its U.S. and certain foreign deferred tax assets as the Company could not conclude that such assets will be realized on a more-likely-than-not basis.
As of December 31, 2023, the Company continued to maintain a valuation allowance against its U.S. and certain foreign deferred tax assets as the Company could not conclude that such assets will be realized on a more-likely-than-not basis.
We generate advertising revenue from managing a customer’s internet advertising campaigns to target markets both via our proprietary sites and premium publishers. Our performance obligations typically consist of a promised number 62 Table of Contents of ads delivered or a promised number of actions related to the ads (such as impressions or views).
We generate advertising revenue from managing a customer’s Internet advertising campaigns to target markets both via our proprietary sites and premium publishers. Our performance obligations typically consist of a promised number of ads delivered or a promised number of actions related to the ads (such as impressions or views).
Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we do not have advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Snapchat, and Twitter.
Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we have minimal advertising capabilities that contribute to our advertising revenue, including Instagram, TikTok, Facebook, Snapchat, and Twitter.
Because our 63 Table of Contents common stock was not publicly traded prior to the Business Combination, we have historically estimated the expected volatility of our awards from the historical volatility of selected public companies within similar industries with comparable characteristics to us.
Because our common stock was not publicly traded prior to the Business Combination, we have historically estimated the expected volatility of our awards from the historical volatility of selected public companies within similar industries with comparable characteristics to us.
The Company’s effective tax rate of (1.0)% differs from the statutory rate of 21% primarily related to: (i) a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis (ii) impairment of non-deductible goodwill for which no tax benefit was provided, and (iii) an income tax provision for foreign taxes.
The Company’s effective tax rate of (2.0)% differs from the statutory rate of 21% primarily related to: a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis; impairment of non-deductible goodwill for which no tax benefit was provided; and an income tax provision for foreign taxes.
Programmatic impressions on third-party platforms, including Facebook and YouTube, are controlled by the individual platforms, and the respective advertising revenue optimization strategies of these platforms have an impact on the number of programmatic impressions that these platforms serve. These optimization strategies change from time to time and have varying impacts on the numbers of programmatic impressions served.
Programmatic impressions on third-party platforms, such as YouTube, are controlled by the individual platforms, and the respective advertising revenue optimization strategies of these platforms have an impact on the number of programmatic impressions that these platforms serve. These optimization strategies change from time to time and have varying impacts on the numbers of programmatic impressions served.
The facility also includes an unused commitment fee of 0.375%. The Revolving Credit Facility is secured by a first priority security interest on the Company’s and the other borrowers’ and guarantors’ cash, accounts receivable, books and records, and related assets.
The facility also included an unused commitment fee of 0.375%. The Revolving Credit Facility was secured by a first priority security interest on the Company’s and the other borrowers’ and guarantors’ cash, accounts receivable, books and records, and related assets.
The expected dividend rate is zero based on the fact that we currently have no history or expectation of paying cash dividends on our common stock.
The expected dividend rate is zero based on the fact that we currently have 67 Table of Contents no history or expectation of paying cash dividends on our common stock.
There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore and Facebook to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities.
There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore t o represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities.
We were in compliance with the financial covenants under such facility as of December 31, 2022.
We were in compliance with the financial covenants under such facility as of December 31, 2023.
Restructuring On March 22, 2022, in connection with the acquisition of Complex Networks, the Company approved certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands. The Company incurred approximately $1.8 million of restructuring costs related to these actions.
The Company incurred approximately $5.3 million of restructuring costs related to these actions. In March 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, there is a component of our advertising revenue derived from sources where we are unable to obtain impression data. We generate an immaterial portion of our advertising revenue on platforms excluded from our measurement of Time Spent. • Content: Includes revenue generated from creating content, including promotional content, customer advertising, feature films and content licensing.
Additionally, there is a component of our advertising revenue derived from sources where we are unable to obtain impression data. We generate an immaterial portion of our advertising revenue on platforms excluded from our measurement of Time Spent. • Content: Includes revenue generated from creating content, including promotional content, and customer advertising (herein referred to as “branded content”).
(“GAAP”). (2) We define Time Spent as the estimated total number of hours spent by users on (i) our owned and operated U.S. properties, (ii) our content on Apple News, (iii) our content on YouTube in the U.S., as reported by Comscore, and (iv) our content on Facebook, as reported by Facebook.
(“GAAP”). (2) We define Time Spent as the estimated total number of hours spent by users on our owned and operated U.S. properties, our content on Apple News, and our content on YouTube in the U.S., in each case, as reported by Comscore.
CM 48 Table of Contents 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.” Additionally, pursuant to subscription agreements entered into in connection with the Merger Agreement, we 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”).
CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” Following the closing of the Business Combination, 890 was renamed “BuzzFeed, Inc.” Additionally, pursuant to subscription agreements entered into in connection with the merger agreement pursuant to which the Business Combination was consummated, we issued, and certain investors purchased, $150.0 million aggregate 50 Table of Contents principal amount of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the Business Combination.
For the year ended December 31, 2022, approximately $8.3 million were included in cost of revenue, excluding depreciation and amortization, $3.2 million were included in sales and marketing, $1.2 million were included in general and administrative, and $2.3 million were included in research and development.
For the year ended December 31, 2022, approximately $5.7 million were included in cost of revenue, excluding depreciation and amortization, $1.6 million were included in sales and marketing, $0.9 million were included in general and administrative, and $2.0 million were included in research and development.
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.
In March 2021, the Company announced a restructuring of HuffPost, including employee terminations, in order to efficiently integrate HuffPost, which the Company acquired in February 2021, and establish an efficient cost structure.
The Notes bear interest at a rate of 8.50% per annum, payable semi-annually, are convertible into approximately 12,000,000 shares of our Class A common stock (or, our 60 Table of Contents election, a combination of cash and our Class A common stock), at an initial conversion price of $12.50, and mature on December 3, 2026.
The Notes are convertible into shares of our Class A common stock at an initial conversion price of $12.50 and bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes mature on December 3, 2026.
(46) % 7 % 4 % _____________________________ (1) Percentages have been rounded for presentation purposes and may differ from non-rounded results.
(34) % (61) % 7 % _____________________________ (1) Percentages have been rounded for presentation purposes and may differ from non-rounded results.
Further, we believe advertising and content budgets have been affected by macroeconomic factors, such as market uncertainty and rising interest rates, which has led to reduced spending from advertising and content customers.
Consequently, we believe advertising and content budgets have been, and may continue to be, affected by macroeconomic factors, such as market uncertainty and elevated interest rates, which has led to reduced spending from advertising and content customers.
Refer to Note 21 to the consolidated financial statements for additional details. (3) Reflects transaction-related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or contemplated transaction and include professional fees, integration expenses, and certain costs related to integrating and converging information technology systems.
Refer to Note 21 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details. 61 Table of Contents (3) Reflects transaction-related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or contemplated transaction and include professional fees, integration expenses, and certain costs related to integrating and converging information technology systems.
In some cases, we are unable to determine the transaction price paid by the end customer. In these cases, we recognize as revenue the net amount remitted to us by the intermediary. We generate revenue from creating content, including promotional content, customer advertising, feature films and content licensing.
In these cases, we recognize as revenue the net amount remitted to us by the intermediary. We generate revenue from creating content, including promotional content, customer advertising, feature films and content licensing.
Change in fair value of derivative liability: Year Ended December 31, 2021 to 2022 % Change (In thousands) 2022 2021 Change in fair value of derivative liability 4,695 26,745 (82) % As a percentage of revenue 1 % 7 % We recorded a gain related to the change in fair value of the derivative liability of $4.7 million for the year ended December 31, 2022 compared to a gain of $26.7 million for the year ended December 31, 2021.
Change in fair value of derivative liability: Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Change in fair value of derivative liability 180 4,695 (96) % As a percentage of revenue — % 1 % We recorded a gain related to the change in fair value of the derivative liability of $0.2 million for the year ended December 31, 2023 compared to a gain of $4.7 million for the year ended December 31, 2022.
The Company incurred approximately $9.7 million of restructuring costs related to these actions. As a result, for the year ended December 31, 2022, the Company incurred approximately $15.0 million of aggregate restructuring costs for the year ended December 31, 2022, comprised mainly of severance and related benefit costs.
As a result of the 2022 restructuring actions, the Company incurred approximately $10.2 million of aggregate restructuring costs for the year ended December 31, 2022, comprised mainly of severance and related benefit costs.
Each holder of a Note will have the right to cause us to repurchase for cash all or a portion of the Notes held by such holder (i) at any time after the third anniversary of the Closing Date, 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.
Each holder of a Note will have the right under the indenture governing the Notes to require us to repurchase, for cash, all or a portion of the Notes held by such holder (i) at any time on or after December 3, 2024 (i.e., the third anniversary of the issuance of the Notes), at a repurchase price equal to the principal amount plus accrued and unpaid interest, or (ii) upon the occurrence of a fundamental change (as defined in the indenture) before the maturity date (i.e.
With a portfolio of iconic, globally-loved brands that includes BuzzFeed, Tasty, HuffPost, BuzzFeed News, and Complex Networks, we are the number one destination for Gen Z and Millennials amongst our competitive set, in terms of time spent, according to Comscore. BuzzFeed’s mission is to spread truth, joy, and creativity.
With a portfolio of iconic, globally-loved brands that includes BuzzFeed, HuffPost, Tasty, and First We Feast (including Hot Ones), we are the number one destination for audiences amongst our competitive set, in terms of Time Spent, according to Comscore. BuzzFeed’s mission is to spread truth, joy, and creativity on the Internet.
Refer to Note 14 to the consolidated financial statements for additional details. 58 Table of Contents (2) Reflects aggregate non-cash impairment expenses recorded during the year ended December 31, 2022 associated with goodwill impairment of $102.3 million and $2.2 million related to certain long-lived assets of our former corporate headquarters which was fully subleased during the third quarter of 2022.
(2) Reflects aggregate non-cash impairment expenses recorded during the year ended December 31, 2022 associated with goodwill impairment of $64.3 million and $2.2 million related to certain long-lived assets of our former corporate headquarters which was fully subleased during the third quarter of 2022.
The change was primarily driven by a $38.9 million increase in net loss, adjusted for non-cash items, a $23.2 million decrease in lease liabilities, and a $8.0 million decrease in the change in accrued compensation.
The change was primarily driven by: a $7.6 million increase in net (loss) income, adjusted for non-cash items; a $23.2 million decrease in lease liabilities; an $8.0 million decrease in the change in accrued compensation; and a $1.0 million decrease in accrued expenses, other current liabilities, and other liabilities.
We recognized approximately $8.2 million of stock-based compensation expense associated with the Liquidity 1 RSUs in the second quarter of 2022.
We recognized approximately $8.2 million of stock-based compensation expense associated with the Liquidity 1 RSUs in the second quarter of 2022. There were no such one-time expenses in 2023.
Depreciation and amortization: Represents depreciation of property and equipment and amortization of intangible assets and capitalized software costs. 51 Table of Contents Impairment expense: Represents impairment charges on goodwill and certain long-lived assets. Refer to Note 21 to the consolidated financial statements for additional details.
Depreciation and amortization: Represents depreciation of property and equipment and amortization of intangible assets and capitalized software costs. Impairment expense: Represents impairment charges on goodwill and certain long-lived assets. Refer to Note 21 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details.
For the year ended December 31, 2021, the Company recorded an income tax benefit of $26.4 million related to federal, state, and foreign taxes.
For the year ended December 31, 2022, the Company recorded an income tax expense of $2.7 million related to federal, state, and foreign taxes.
Changes in these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, declining revenue, inability to improve profitability, continued increases in costs, and rising interest rates and other macroeconomic factors.
Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, declining revenue, inability to improve profitability, continued increases in costs, and rising interest rates and other macroeconomic factors.
While we currently expect we will be able to generate sufficient liquidity to fund our operations for the next twelve months beyond the issuance date, we can provide no assurance we will successfully generate such liquidity, or if necessary, secure additional outside capital or implement incremental cost savings.
We can provide no assurance we will successfully generate sufficient liquidity to fund our operations for the next 12 months beyond the issuance date, or if necessary, secure additional outside capital (including through our at-the-market-offering) or implement incremental cost savings.
Income tax provision (benefit): Year Ended December 31, 2021 to 2022 % Change (In thousands) 2022 2021 Income tax provision (benefit) 2,026 (26,404) NM As a percentage of revenue — % (7) % Income tax provision (benefit) NM — not meaningful For the year ended December 31, 2022, the Company recorded an income tax expense of $2.0 million related to federal, state, and foreign taxes.
Income tax provision (benefit): Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Income tax provision 1,602 2,703 (41) % As a percentage of revenue 1 % 1 % For the year ended December 31, 2023, the Company recorded an income tax expense of $1.6 million related to federal, state, and foreign taxes.
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, we will be obligated to pay an amount in cash equal to: (i) from the one year anniversary of the issuance of the Notes to the two year anniversary of the issuance of the Notes, an amount equal to 18 month’s interest declining ratably on a monthly basis to twelve 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 twelve 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.
In the event that a holder of the Notes elects to convert its Notes prior to December 3, 2024, we will be obligated to pay an amount in cash 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 Notes so converted.
Impairment expense: For the year ended December 31, 2022, we recorded aggregate non-cash impairment charges of $104.5 million, $102.3 million of which was related to goodwill impairment and the remaining $2.2 million was related to certain long-lived assets.
Impairment expense: Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Impairment expense — 66,464 (100) % As a percentage of revenue — % 19 % For the year ended December 31, 2022, we recorded aggregate non-cash impairment charges of $66.5 million, $64.3 million of which was related to goodwill impairment and the remaining $2.2 million was related to certain long-lived assets.
To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected.
Our estimates are based on historical experience and other assumptions that we believe are reasonable under the circumstances. To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected.
Investing Activities For the year ended December 31, 2022, cash used in investing activities was $17.3 million, which principally consisted of $12.4 million of capital expenditures on internal-use software and $5.4 million of capital expenditures, partially offset by a $0.5 million gain on the sale of an asset. 61 Table of Contents For the year ended December 31, 2021, cash used in investing activities was $208.0 million, which consisted of $189.9 million of cash spent for business acquisitions, net of cash acquired, $11.0 million of expenditures on internal-use software and $5.0 million of capital expenditures.
Investing Activities For the year ended December 31, 2023, cash used in investing activities was $14.7 million, which principally consisted of $13.9 million of capital expenditures on internal-use software and $1.0 million of other capital expenditures, partially offset by $0.2 million in proceeds from the sale of an asset. 65 Table of Contents For the year ended December 31, 2022, cash used in investing activities was $17.3 million, which principally consisted of $12.4 million of capital expenditures on internal-use software and $5.4 million of other capital expenditures, partially offset by a $0.5 million in proceeds from the sale of an asset.
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, which was terminated on February 21, 2024, as described in further detail below, provided for the issuance of up to $15.5 million of standby letters of credit and aggregate borrowings under the Revolving Credit Facility were 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.
When the participant purchases a product and/or service, we receive a commission fee for that sale from the third parties. The revenue is recognized when a successful sale is made and the commission is earned. Additionally, we generate other revenues from the production of live and virtual events such as ComplexCon and ComplexLand.
When the participant purchases a product and/or service, we receive a commission fee for that sale from the third parties. The revenue is recognized when a successful sale is made and the commission is earned.
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.
The Company incurred approximately $6.8 million of restructuring costs for the year ended December 31, 2023, comprised mainly of severance and related benefit costs, of which $4.3 million were included in cost of revenue, excluding depreciation and amortization, $1.3 million were included in sales and marketing, $0.4 million were included in general and administrative, and $0.8 million were included in research and development.
Contractual Obligations Our principal commitments consist of obligations for office space under non-cancelable operating leases with various expiration dates through 2029 as well as repayment of borrowings under the Revolving Credit Facility and the Notes. Refer to Note 16 to the consolidated financial statements for additional details.
Contractual Obligations Our principal commitments consist of obligations for repayment of borrowings under the Notes, and obligations for office space under non-cancelable operating leases with various expiration dates through 2029. Refer to Notes 9, 15, and 16 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our contractual obligations.
Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner or comparable to similarly titled measures presented by other companies.
Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner, or comparable to, similarly titled measures presented by other companies. Time Spent for the year ended December 31, 2023 decreased by 3%, consistent with broader industry trends, amongst our competitive set, according to Comscore .
Components of Results of Operations Revenue: The majority of our revenue is generated through the following types of arrangements: • Advertising: Consists of display, programmatic, and video advertising on our owned and operated sites and applications and social media platforms.
This does not mean an included advertiser spent $250,000 (actual dollars) in any given quarter. Components of Results of Operations Revenue: The majority of our revenue is generated through the following types of arrangements: • Advertising: Consists of display, programmatic, and video advertising on our owned and operated sites and applications and social media platforms.
A quantitative goodwill impairment test, when performed, includes estimating the fair value of a reporting unit using an income approach based on a discounted cash flow analysis and/or a market-based approach. A discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about the timing and amount of future cash flows, growth rates and discount rates.
A quantitative goodwill impairment test, when performed, includes estimating the fair value of a reporting unit using an income approach based on a discounted cash flow analysis and / or a market-based approach.
Advertising revenue is recognized in the period that the related views, impressions, or actions by users on advertisements are delivered. We derive a portion of our revenue from sales of advertising programmatically through third-party platforms and intermediaries. Given the involvement of multiple parties in these transactions, significant judgment is required in identifying our customer and determining the transaction price.
We derive a portion of our revenue from sales of advertising programmatically through third-party platforms and intermediaries. 66 Table of Contents Given the involvement of multiple parties in these transactions, significant judgment is required in identifying our customer and determining the transaction price. In some cases, we are unable to determine the transaction price paid by the end customer.
One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on estimates and judgments made by management, including estimates of, among other things, expected future cash flows, discount rates, or expected costs to reproduce an asset.
The determination of the fair values is based on estimates and judgments made by our management, including estimates of, among other things, expected future cash flows, discount rates, or expected costs to reproduce an asset. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable.
We recognize revenue related to such events in the period in which the event occurred, as and when the services are delivered. Cost of revenue: Consists primarily of compensation-related expenses and costs incurred for the creation of editorial, promotional, and news content across all platforms, as well as amounts due to third-party websites and platforms to fulfill customers’ advertising campaigns.
Affiliate marketplace revenue is recognized when a successful sale is made and the commission is earned. Cost of revenue: Consists primarily of compensation-related expenses and costs incurred for the creation of editorial, promotional, and news content across all platforms, as well as amounts due to third-party websites and platforms to fulfill customers’ advertising campaigns.
Based on the results of the quantitative impairment assessment, we recognized a goodwill impairment charge of $102.3 million. The remaining $2.2 million impairment charge was a result of the sublease of our former corporate headquarters. Of the non-cash impairment charge, $1.4 million was allocated to right-of-use assets and the remaining $0.8 million was allocated to leasehold improvements.
Based on the results of the quantitative impairment assessment, we recognized a goodwill impairment charge of $64.3 million. The remaining $2.2 million impairment charge was a result of the sublease of our former corporate headquarters.
During the year ended December 31, 2022, we incurred a net loss of $201.3 million and used net cash flows from operations of $7.9 million.
During the year ended December 31, 2023, we incurred a net loss of $89.3 million (and a net loss of $60.3 million from continuing operations) and used net cash flows from operations of $6.1 million (and net cash provided by continuing operations was $0.6 million).
The Revolving Credit Facility was amended and restated in connection with the closing of the Business Combination, namely to, among other things, add the Company and certain other entities as guarantors.
The $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 to, among other things, add the Company and certain other entities as guarantors.
The indenture governing the Notes includes restrictive covenants that, among other things, limit our ability to incur additional debt or liens, make restricted payments or investments, dispose of significant assets, transfer intellectual property, or enter into transactions with affiliates.
We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of such Notes surrendered or pay cash with respect to such Notes being converted. 64 Table of Contents The indenture governing the Notes includes restrictive covenants that, among other things, limit our ability to incur additional debt or liens, make restricted payments or investments, dispose of significant assets, transfer specified intellectual property, or enter into transactions with affiliates.
Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at fair value. We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date.
Business Combinations Upon acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at fair value.
In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses, and related disclosure. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and other assumptions that we believe are reasonable under the circumstances.
Critical Accounting Policies and Estimates We prepare our consolidated financial statements and related notes in accordance with GAAP. In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses, and related disclosure. We evaluate our estimates and assumptions on an ongoing basis.
Our quantitative impairment assessment utilized an equal weighting of the income and market approaches. The determination of fair value under the discounted cash flow method relied on internal projections developed using a number of estimates and assumptions that are inherently subject to significant uncertainties.
The determination of fair value under the discounted cash flow method relied on internal projections developed using a number of estimates and assumptions that are inherently subject to significant uncertainties. These estimates and assumptions include, but are not limited to, a discount rate and a terminal growth rate for cash flows.
At the end of each reporting period, changes in the estimated fair value during the period are recorded as a change in the fair value of derivative liability. Income tax provision (benefit): Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.
At the end of each reporting period, changes in the estimated fair value during the period are recorded as a change in the fair value of derivative liability.
We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able 50 Table of Contents to show, the volume of purchases made through our affiliate links, and the overall value of our offerings to our customers.
We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue.
Our strength has always been to adapt our business model to the evolution of the digital landscape. Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared.
Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared. This pioneering work was followed by a period of significant growth, during which BuzzFeed became a household name.
For the year ended December 31, 2021, net cash provided by operating activities decreased by $26.8 million compared to the year ended December 31, 2020.
Operating Activities For the year ended December 31, 2023, net cash provided by operating activities from continuing operations was $0.6 million compared to $0.6 million for the year ended December 31, 2022.
Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams. The HuffPost Acquisition and Verizon Investment On February 16, 2021, we completed the acquisition of 100% of TheHuffingtonPost.com, Inc.
Over the last few years, we have focused on revenue diversification and profitability (on an Adjusted EBITDA-basis, a non-GAAP financial measure as discussed below). Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams.
As of the date the accompanying consolidated financial statements were issued (the “issuance date”), the presence of the following risks and uncertainties associated with our financial condition may adversely affect our ability to sustain our operations over the next twelve months beyond the issuance date. • Since our inception, we have generally incurred significant losses and used net cash flows from operations to grow our owned and operated properties and portfolio of brands.
As of the date the accompanying consolidated financial statements were issued (the “issuance date”), the significance of the following adverse conditions were evaluated in accordance with U.S. GAAP. The presence of the following risks and uncertainties associated with our financial condition may adversely affect our ability to sustain our operations over the next 12 months beyond the issuance date.
Content revenue is recognized when the content, or the related action (click or view), is delivered. • Commerce and other: Includes affiliate marketplace revenue and licensing of intellectual property. We participate in multiple marketplace arrangements with third parties whereby we provide affiliate links which redirect the audience to purchase products and/or services from the third parties.
Additionally, includes revenue from feature films and content licensing. Content revenue is recognized when the content, or the related action (click or view), is delivered. • Commerce and other: Includes affiliate marketplace revenue and licensing of intellectual property.
For the year ended December 31, 2020, cash used in investing activities was $14.8 million, which principally consisted of expenditures on internal-use software of $9.8 million and fixed assets of $4.7 million.
For the year ended December 31, 2021, cash used in investing activities was $208.0 million, which consisted of $189.9 million of cash spent for business acquisitions, net of cash acquired, $11.0 million of expenditures on internal-use software and $5.0 million of other capital expenditures.
Other (expense) income, net: Year Ended December 31, 2021 to 2022 % Change (In thousands) 2022 2021 Other (expense) income, net (3,076) (3,974) (23) % As a percentage of revenue (1) % (1) % 2022 Compared to 2021 Other (expense) income, net decreased by $0.9 million, or 23%, for the year ended December 31, 2022 driven by a $1.3 million increase in unrealized gains on the remeasurement of our investment in a private company during 2022, a $1.2 million decrease in loss on dispositions of subsidiaries, a $0.5 million gain on the sale of an asset, and a $0.3 million increase in other income.
Other expense, net: Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 Other expense, net (2,990) (3,076) (3) % As a percentage of revenue (1) % (1) % Other expense, net decreased by $0.1 million, or 3%, for the year ended December 31, 2023, driven by a $5.7 million decrease in exchange gain (loss) (primarily unrealized) as the impact of foreign exchange rate fluctuations stabilized as compared to the year-ago period and a $0.4 million decrease in other expenses.
General and administrative: Year Ended December 31, 2021 to 2022 % Change (In thousands) 2022 2021 General and administrative 117,734 112,552 5 % As a percentage of revenue 27 % 28 % 2022 Compared to 2021 General and administrative expenses increased by $5.2 million, or 5%, for the year ended December 31, 2022, driven by a $5.8 million increase in insurance costs related to being a public company, a $5.4 million increase in rent associated with the acquisition of Complex Networks (excluding Complex Networks, rent expense decreased by $3.0 million, reflecting the sublease of our former corporate headquarters, which was fully subleased in the third quarter of 2022), a $2.7 million increase in professional fees, and a $1.5 million increase in restructuring expenses primarily related to the workforce reduction in the fourth quarter of 2022.
General and administrative: Year Ended December 31, 2022 to 2023 % Change (In thousands) 2023 2022 General and administrative 78,026 111,437 (30) % As a percentage of revenue 31 % 33 % General and administrative expenses decreased by $33.4 million, or 30%, for the year ended December 31, 2023, driven by: a $7.4 million decrease in transaction-related costs, certain litigation costs, and public company readiness costs; a $5.3 million decrease in stock-based compensation expense; a $5.2 million increase in sublease income, largely associated with the sublease of our former corporate headquarters which commenced in the third quarter of 2022; a $4.8 million decrease in professional fees; a $3.9 million decrease in insurance; a $2.7 million decrease in compensation expense reflecting our previous cost-savings actions; and a $1.5 million decrease in consulting expenses.
Our strong audience signal and powerful content flywheel enable us to create category-leading brands and a deep, two-way connection with our audiences, as well as high-quality content at massive scale and low cost. Working across platforms allows us to adapt content from one platform and innovate around new formats to drive engagement on other platforms.
Our strong audience signal and powerful content flywheel have enabled us to build category-leading brands, a deep, two-way connection with our audiences, and an engine for high-quality content at massive scale and low cost.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−1 removed3 unchanged
Biggest changeFluctuations in foreign currency rates, including the strengthening of the U.S. dollar against the British pound and Japanese yen, adversely affects our revenue growth in terms of the amounts that we report in U.S. dollars after converting our foreign currency results into 66 Table of Contents U.S. dollars.
Biggest changeFluctuations in foreign currency rates adversely affects our revenue growth in terms of the amounts that we report in U.S. dollars after converting our foreign currency results into U.S. dollars. In addition, currency variations can adversely affect margins on sales of our products and services in countries outside of the U.S.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have operations both within the U.S. and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign currency exchange, interest rate fluctuation, and equity investment risks.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have operations both within the U.S. and internationally, and we are exposed to market risks in the ordinary course of our business.
Foreign Currency Exchange Risk We transact business in various foreign currencies and obtain international revenue, as well as incur costs denominated in foreign currencies, primarily the British pound, Japanese yen, and Canadian dollar. This exposes us to the risk of fluctuations in foreign currency exchange rates.
These risks include primarily foreign currency exchange, interest rate fluctuation, and equity investment risks. 69 Table of Contents Foreign Currency Exchange Risk We transact business in various foreign currencies and obtain international revenue, as well as incur costs denominated in foreign currencies, primarily the British pound, Japanese yen, and Canadian dollar.
The effect of a hypothetical 10% change in interest rates applicable to our business would not have a material impact on our consolidated financial statements for the year ended December 31, 2022 and 2021. Equity Investment Risk We hold an investment in equity securities of a privately-held company without a readily determinable fair value.
The effect of a hypothetical 10% change in interest rates applicable to our business would not have a material impact on our consolidated financial statements for the years ended December 31, 2023 and 2022.
The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
Generally, our reported revenues and operating results are adversely affected when the U.S. dollar strengthens relative to other currencies. The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
Accordingly, changes in exchange rates, and in particular the recent strengthening of the U.S. dollar against the British pound, Japanese yen, and most other major international currencies, could negatively affect our revenue and results of operations as expressed in U.S. dollars.
This exposes us to the risk of fluctuations in foreign currency exchange rates. Accordingly, changes in exchange rates could negatively affect our revenue and results of operations as expressed in U.S. dollars.
The carrying value of our investment was $3.6 million and $2.3 million at December 31, 2022 and 2021, respectively. 67 Table of Contents
The carrying value of our investment was $0.8 million and $3.6 million at December 31, 2023 and 2022, respectively. Refer to Note 5 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details. 70 Table of Contents
Removed
In addition, currency variations can adversely affect margins on sales of our products and services in countries outside of the U.S. Generally our reported revenues and operating results are adversely affected when the U.S. dollar strengthens relative to other currencies.
Added
In February 2024, we terminated the Revolving Credit Facility; refer to Note 23 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details. Equity Investment Risk We hold an investment in equity securities of a privately-held company without a readily determinable fair value.

Other BZFD 10-K year-over-year comparisons