BuzzFeed, Inc 10-Q for FY2023 Q3

BuzzFeed, Inc. (BZFD)

10-Q 2023-11-03 For: 2023-09-30

Added on April 07, 2026

About this 10-Q

BuzzFeed, Inc filed this 10-Q on November 3, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).

Headline figures

Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $73.3M; down 29.3% from $103.73M a year earlier
Net loss: $13.72M; compared with a net loss of $26.86M a year earlier
Diluted EPS: -$0.09; compared with -$0.19 a year earlier

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Delaware						85-3022075
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
229 West 43rd Street New York, New York						10036
(Address of principal executive offices)						(Zip Code)


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


		Page
PART I	FINANCIAL INFORMATION	5
Item 1	Financial Statements (unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4	Controls and Procedures	50
PART II	OTHER INFORMATION	51
Item 1	Legal Proceedings	51
Item 1A	Risk Factors	52
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3	Defaults Upon Senior Securities	56
Item 4	Mine Safety Disclosures	56
Item 5	Other Information	56
Item 6	Exhibits	56

SIGNATURES		58


	September 30, 2023 (Unaudited)		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	42,470	$	55,774
Accounts receivable (net of allowance for doubtful accounts of $1,996 as at September 30, 2023 and $1,879 as at December 31, 2022)	60,817		116,460
Prepaid expenses and other current assets	24,320		26,373
Total current assets	127,607		198,607
Property and equipment, net	13,415		17,774
Right-of-use assets	51,162		66,581
Capitalized software costs, net	22,110		19,259
Intangible assets, net	109,941		121,329
Goodwill	91,632		91,632
Prepaid expenses and other assets	15,340		14,790
Total assets	$	431,207	$	529,972

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	41,610	$	29,329
Accrued expenses	17,713		26,357
Deferred revenue	8,273		8,836
Accrued compensation	14,724		31,052
Current lease liabilities	21,312		23,398
Other current liabilities	4,171		3,900
Total current liabilities	107,803		122,872
Noncurrent lease liabilities	43,424		59,315
Debt	157,061		152,253
Derivative liability	30		180
Warrant liabilities	489		395
Other liabilities	445		403
Total liabilities	309,252		335,418

Commitments and contingencies



Stockholders’ equity
Class A Common stock, $0.0001 par value; 700,000 shares authorized; 138,201 and 126,387 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	14		13
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 6,676 and 6,678 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	1		1
Class C Common stock, $0.0001 par value; 10,000 shares authorized; 0 and 6,478 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	—		1
Additional paid-in capital	721,980		716,233
Accumulated deficit	(600,748)		(523,063)
Accumulated other comprehensive loss	(1,776)		(1,968)
Total BuzzFeed, Inc. stockholders’ equity	119,471		191,217
Noncontrolling interests	2,484		3,337
Total stockholders’ equity	121,955		194,554
Total liabilities and stockholders’ equity	$	431,207	$	529,972


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue	$	73,299	$	103,733	$	218,353	$	302,051
Costs and Expenses
Cost of revenue, excluding depreciation and amortization	39,836		60,989		137,687		183,336
Sales and marketing	10,300		16,317		39,736		52,808
General and administrative	19,080		27,254		62,438		92,381
Research and development	2,815		5,900		10,594		23,345
Depreciation and amortization	8,068		9,198		24,503		26,292
Impairment expense	—		2,160		—		2,160
Total costs and expenses	80,099		121,818		274,958		380,322
Loss from operations	(6,800)		(18,085)		(56,605)		(78,271)
Other expense, net	(1,307)		(2,752)		(4,362)		(5,330)
Interest expense, net	(5,904)		(5,171)		(16,953)		(14,992)
Change in fair value of warrant liabilities	104		(395)		(94)		2,964
Change in fair value of derivative liability	30		300		150		3,525
Loss before income taxes	(13,877)		(26,103)		(77,864)		(92,104)
Income tax provision	55		890		165		3,036
Net loss	(13,932)		(26,993)		(78,029)		(95,140)
Net income attributable to the redeemable noncontrolling interest	—		—		—		164
Net (loss) income attributable to noncontrolling interests	(210)		(137)		(470)		211
Net loss attributable to BuzzFeed, Inc.	$	(13,722)	$	(26,856)	$	(77,559)	$	(95,515)

Net loss per Class A, Class B and Class C common share:
Basic and diluted	$	(0.09)	$	(0.19)	$	(0.54)	$	(0.69)

Weighted average common shares outstanding:
Basic and diluted	145,053		138,939		142,585		137,591


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


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


	For the Three and Nine Months Ended September 30, 2023
	Common Stock – Class A			Common Stock – Class B			Common Stock – Class C			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total BuzzFeed, Inc. stockholders’ equity		Noncontrolling interests		Total stockholders’ equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at January 1, 2023	126,387	$	13	6,678	$	1	6,478	$	1	$	716,233	$	(523,063)	$	(1,968)	$	191,217	$	3,337	$	194,554
Cumulative effect of accounting change (see Note 2)	—	—		—	—		—	—		—		(126)		—		(126)		—		(126)
Net loss	—	—		—	—		—	—		—		(36,001)		—		(36,001)		(260)		(36,261)
Stock-based compensation	—	—		—	—		—	—		1,122		—		—		1,122		—		1,122
Issuance of common stock in connection with share-based plans	512	—		—	—		—	—		29		—		—		29		—		29
Shares withheld for employee taxes	(121)	—		—	—		—	—		(193)		—		—		(193)		—		(193)
Other comprehensive loss	—	—		—	—		—	—		—		—		(701)		(701)		(58)		(759)
Conversion of Class B common stock to Class A common stock	2	—		(2)	—		—	—		—		—		—		—		—		—
Conversion of Class C common stock to Class A common stock	6,478	1		—	—		(6,478)	(1)		—		—		—		—		—		—
Balance at March 31, 2023	133,258	$	14	6,676	$	1	—	$	—	$	717,191	$	(559,190)	$	(2,669)	$	155,347	$	3,019	$	158,366
Net loss	—	—		—	—		—	—		—		(27,836)		—		(27,836)		—		(27,836)
Stock-based compensation	—	—		—	—		—	—		2,257		—		—		2,257		—		2,257
Issuance of common stock in connection with share-based plans	1,692	—		—	—		—	—		—		—		—		—		—		—
Shares withheld for employee taxes	(51)	—		—	—		—	—		(27)		—		—		(27)		—		(27)
Issuance of common stock in connection with at-the-market offering, net of issuance costs	1,716	—		—	—		—	—		810		—		—		810		—		810
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		299		299		(242)		57


Balance at June 30, 2023	136,615	$	14	6,676	$	1	—	$	—	$	720,231	$	(587,026)	$	(2,370)	$	130,850	$	2,777	$	133,627
Net loss	—	$	—	—	$	—	—	$	—	$	—	$	(13,722)	$	—	$	(13,722)	$	(210)	$	(13,932)
Stock-based compensation	—	$	—	—	$	—	—	$	—	$	1,799	$	—	$	—	$	1,799	$	—	$	1,799
Issuance of common stock in connection with share-based plans	1,590	$	—	—	$	—	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Shares withheld for employee taxes	(359)	$	—	—	$	—	—	$	—	$	(187)	$	—	$	—	$	(187)			$	(187)
Issuance of common stock in connection with at-the-market offering, net of issuance costs	355	$	—	—	$	—	—	$	—	137		$	—	$	—	$	137	$	—	$	137
Other comprehensive income (loss)	—	$	—	—	$	—	—	$	—	$	—	$	—	$	594	$	594	$	(83)	$	511

Balance at September 30, 2023	138,201	$	14	6,676	$	1	—	$	—	$	721,980	$	(600,748)	$	(1,776)	$	119,471	$	2,484	$	121,955


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


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


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


	September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	25,205	$	—	$	—	$	25,205
Total	$	25,205	$	—	$	—	$	25,205
Liabilities:
Derivative liability	$	—	$	—	$	30	$	30
Other non-current liabilities:
Public Warrants	484		—		—		484
Private Warrants	—		5		—		5
Total	$	484	$	5	$	30	$	519


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


	September 30, 2023		December 31, 2022
Term (in years)	3.2		3.9
Risk-free rate	4.78	%	4.11	%
Volatility	97.1	%	76.6	%


	Derivative Liability
Balance as of December 31, 2022	$	180
Change in fair value of derivative liability	(150)
Balance as of September 30, 2023	$	30


	September 30, 2023		December 31, 2022
Leasehold improvements	$	50,726	$	50,688
Furniture and fixtures	6,351		6,069
Computer equipment	3,108		5,629
Video equipment	808		792
Total	60,993		63,178
Less: Accumulated depreciation	(47,578)		(45,404)
Net Carrying Value	$	13,415	$	17,774


	September 30, 2023							December 31, 2022
	Weighted- Average Remaining Useful Lives (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted- Average Remaining Useful Lives (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Acquired Technology	1	$	10,600	$	7,929	$	2,671	2	$	10,600	$	5,279	$	5,321
Trademarks and Trade Names	13	111,000		14,306		96,694		14	111,000		8,756		102,244
Trademarks and Trade Names	Indefinite	1,368		—		1,368		Indefinite	1,368		—		1,368
Customer Relationships	2	17,000		7,792		9,208		3	17,000		4,604		12,396
Total		$	139,968	$	30,027	$	109,941		$	139,968	$	18,639	$	121,329


Remainder of 2023	$	3,796
2024	13,438
2025	11,296
2026	7,400
2027	7,400
Thereafter	65,243
Total	$	108,573


	Shares	Weighted Average Grant- Date Fair Value
Outstanding as of December 31, 2022	7,495	$	3.59
Granted	9,373	0.63
Vested	(3,642)	3.25
Forfeited	(1,713)	3.78
Outstanding as of September 30, 2023	11,513	$	1.26


	September 30, 2023		December 31, 2022
Website and internal-use software	$	86,791	$	75,871
Less: Accumulated amortization	(64,681)		(56,612)
Net Carrying Value	$	22,110	$	19,259


	September 30, 2023		December 31, 2022
Principal outstanding	$	150,000	$	150,000
Unamortized debt discount and issuance costs	(26,777)		(31,252)
Net carrying value	$	123,223	$	118,748


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

Allocation of net income (loss)	—		—
Reclassification to permanent equity	—		(2,458)
Balance as of June 30,	$	—	$	—
Allocation of net income (loss)	—		—
Balance as of September 30,	$	—	$	—


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Term	Aggregate Intrinsic Value
Balance as of December 31, 2022	3,976	$	6.20	3.80	$	—
Granted	57	0.61		—	—
Exercised	(34)	0.86		—	—
Forfeited	(167)	5.17		—	—
Expired	(358)	5.41		—	—
Balance as of September 30, 2023	3,474	$	6.29	2.89	$	—
Expected to vest at September 30, 2023	3,474	$	6.29	2.89	$	—
Exercisable at September 30, 2023	3,077	$	6.50	2.17	$	—


	Nine Months Ended September 30, 2023	Nine Months Ended September 30, 2022
Supplemental cash flow information:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating lease liabilities	25,369	25,434


	September 30, 2023		December 31, 2022
Weighted average remaining lease term (years)	2.9		3.4
Weighted average discount rate	13.85	%	13.76	%


Year	Operating Leases
Remainder of 2023	$	7,476
2024	28,211
2025	25,607
2026	13,036
2027	2,698
Thereafter	1,317
Total lease payments	78,345
Less: imputed interest	(13,609)
Total	$	64,736


	September 30, 2023		December 31, 2022
Individual Monetization:
Feature films in production	$	3,878	$	—
Total	$	3,878	$	—


	September 30,
	2023			2022
Net branded content advertiser revenue retention(1)	59		%	80		%
Branded content advertisers(2)	>90			>110
Net average branded content advertiser revenue(3)	$	1.0		$	1.1


	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
	2023		2022				2023		2022
Advertising	$	32,589	$	50,404	(35)	%	102,234		152,296		(33)	%
Content	26,250		38,416		(32)	%	79,347		110,979		(29)	%
Commerce and other	14,460		14,913		(3)	%	36,772		38,776		(5)	%
Total revenue	$	73,299	$	103,733	(29)	%	$	218,353	$	302,051	(28)	%


Exhibit Number						Description
2.1						Agreement and Plan of Merger, dated as of June 24, 2021, by and among 890 5th Avenue Partners, Inc., Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc.(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 24, 2021).
2.2						Amendment No. 1 to Agreement and Plan of Merger, dated as of October 28, 2021, by and among 890 5th Avenue Partners, Inc., Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A filed on October 29, 2021).
2.3†*						Membership Interest Purchase Agreement, dated as of March 27, 2021, by and among BuzzFeed, Inc., CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4 filed on July 30, 2021).
2.4						Amendment No. 1 to the Membership Interest Purchase Agreement, dated as of June 24, 2021, by and among BuzzFeed, Inc., CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Registration Statement on Form S-4 filed on July 30, 2021).
3.1						Second Amended and Restated Certificate of Incorporation of BuzzFeed, Inc., (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 3, 2021).
3.2						Certificate of Change of Registered Agent and/or Registered Office, dated as of March 13, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 15, 2023).
3.3						Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of BuzzFeed, Inc. filed on June 1, 2023 (incorp orated by refe rence t o Ex hibit 3.3 to the Company ’s Qu art erly Report on Form 10 -Q for the period ended June 30, 2023 filed on August 9, 2023).
3.4						Restated Bylaws of BuzzFeed, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 9, 2021).
4.1						Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4/A filed on October 1 , 2021).
4.2						Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1/A filed on January 6, 2021).
4.3						Indenture, dated December 3, 2021, by and between BuzzFeed, Inc. and Wilmington Savings Fund Society, a federal savings bank, as Trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 9, 2021.
4.4						Form of Global Note (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on December 9, 2021).


4.5						Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed on March 16, 2023).
4.6						First Supplemental Indenture, dated as of July 10, 2023, to the Indenture, dated December 3, 2021 between BuzzFeed, Inc., BuzzFeed Canada, Inc., and Wilmington Savings Fund Society, a Federal Savings Bank, as Trustee.
10.1						Second Amendment, dated June 29, 2023, to the Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2023).
10.2						Third Amendment, dated September 26, 2023, to the Amended and Restated Loan and Security Agreement, dated December 3, 2021, by and among BuzzFeed, Inc., the borrowers thereto, the guarantors thereto and White Oak Commercial Finance, LLC (incorporated by reference to Exhibit 10.1 to the Company ’s Current Report on Form 8-K filed on September 29, 2023).
31.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document.
101.SCHXBRL						Taxonomy Extension Schema Document.
101.CAL XBRL						Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL						Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL						Taxonomy Extension Label Linkbase Document.
101.PRE XBRL						Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).


		BuzzFeed, Inc.

		By:	/s/ Felicia DellaFortuna
			Chief Financial Officer
			(Principal Financial Officer and Duly Authorized Officer)
Date:	November 3, 2023


By:			/s/ Jonah Peretti
			Jonah Peretti
			Chief Executive Officer
			(Principal Executive Officer)


By:			/s/ Felicia DellaFortuna
			Felicia DellaFortuna
			Chief Financial Officer
			(Principal Financial Officer)