BuzzFeed Inc

Previous wording

Additionally, pursuant to subscription agreements entered into in connection with the consummation of the Business Combination, we issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the Business Combination. On March 7, 2024, we repaid approximately $30.9 million to holders of the Notes. Additionally, we repaid approximately $0.3 million to the holders of the Notes on June 21, 2024, leaving approximately $118.8 million aggregate principal amount of Notes outstanding as of June 30, 2024. Refer to Notes 8 and 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Current wording

Additionally, pursuant to subscription agreements entered into in connection with the entry into the merger agreement pursuant to which the Business Combination was consummated, we issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the Business Combination. On March 7, 2024, we repaid approximately $30.9 million to holders of the Notes. Additionally, we repaid approximately $0.3 million to the holders of the Notes on June 21, 2024, leaving approximately $118.8 million aggregate principal amount of Notes outstanding as of September 30, 2024. Refer to Notes 8 and 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Previous wording

In February 2024, we announced plans to reduce expenses by implementing an approximately 16% reduction in the then-current workforce (after the Disposition). In doing so, we reduced the size of our centralized operations to enable our individual brands to operate with more autonomy and deliver against their differentiated value propositions for advertisers. The reduction in workforce plan was intended to position us to be more agile, sustainable, and profitable. We incurred approximately $2.9 million of restructuring costs for the six months ended June 30, 2024, comprised mainly of severance and related benefits costs, of which $1.2 million were included in cost of revenue, excluding depreciation and amortization, $1.5 million were included in sales and marketing, and $0.2 million were included in general and administrative.

Current wording

In February 2024, we announced plans to reduce expenses by implementing an approximately 16% reduction in the then-current workforce (after the Disposition). In doing so, we reduced the size of our centralized operations to enable our individual brands to operate with more autonomy and deliver against their differentiated value propositions for advertisers. The reduction in workforce plan was intended to position us to be more agile, sustainable, and profitable. We incurred approximately $2.9 million of restructuring costs for the nine months ended September 30, 2024, comprised mainly of severance and related benefits costs, of which $1.2 million were included in cost of revenue, excluding depreciation and amortization, $1.5 million were included in sales and marketing, and $0.2 million were included in general and administrative.

Previous wording

In April 2023, we announced plans to reduce expenses by implementing an approximately 15% reduction in the then-current workforce. The reduction in workforce plan was part of a broader strategic reprioritization across the Company in order to improve upon profitability and cash flow. We incurred approximately $6.8 million of restructuring costs for the three months ended June 30, 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.

Current wording

In April 2023, we announced plans to reduce expenses by implementing an approximately 15% reduction in the then-current workforce. The reduction in workforce plan was part of a broader strategic reprioritization across the Company in order to improve upon profitability and cash flow. We incurred approximately $6.8 million of restructuring costs for the nine months ended September 30, 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.

Previous wording

(1)See “Reconciliation from Net loss from continuing operations to Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure in accordance with accounting principles generally accepted in the U.S (“GAAP”).

Current wording

(1)See “Reconciliation from Net income (loss) from continuing operations to Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure in accordance with accounting principles generally accepted in the U.S (“GAAP”).

Previous wording

(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 in the U.S., and our content on YouTube in the U.S., in each case, as reported by Comscore. 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. 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 to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. 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. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. 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. For the three and six months ended June 30, 2024, Time Spent decreased by 5% and 11%, respectively, consistent with broader industry trends, amongst our competitive set, according to Comscore. Time Spent presented above excludes time spent on Complex Networks, as Complex Networks is presented as a discontinued operation herein (refer to Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details). Time Spent on Complex Networks, as reported by Comscore, was approximately 10.0 million hours through the date of Disposition, February 21, 2024, and 21.2 million and 50.0 million hours for the three and six months ended June 30, 2023, respectively. Time Spent on Complex Networks, as reported by Comscore, historically included Time Spent on First We Feast, as First We Feast was historically under the Complex Networks’ measurement portfolio of Comscore. At this time, Time Spent on First We Feast cannot be reasonably bifurcated from Time Spent on Complex Netwo…

Excerpt shortened here; the source contains the full paragraph.

Current wording

(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 in the U.S., and our content on YouTube in the U.S., in each case, as reported by Comscore. 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. 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 to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. 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. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. 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. For the three months ended September 30, 2024, Time Spent increased by 2%. For thenine months ended September 30, 2024, Time Spent decreased by 6%, consistent with broader industry trends, amongst our competitive set, according to Comscore. Time Spent presented above excludes time spent on Complex Networks, as Complex Networks is presented as a discontinued operation herein (refer to Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details). Time Spent on Complex Networks, as reported by Comscore, was approximately 10.0 million hours through the date of Disposition, February 21, 2024, and 13.4 million and 63.4 million hours for the three and nine months ended September 30, 2023, respectively. Time Spent on Complex Networks, as reported by Comscore, historically included Time Spent on First We Feast, as First We Feast was historically under the Complex Networks’ measurement portfolio of Comscore. At this time, Time Spent on First We Feast cannot be …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Change in fair value of warrant liabilities: Reflects the changes in warrant liabilities, which is primarily based on the market price of our Public Warrants listed on The Nasdaq Capital Market under the symbol “BZFDW.” Refer to Note 4 to the condensed consolidated financial statements for additional details.

Current wording

Change in fair value of warrant liabilities: Reflects the changes in warrant liabilities, which is primarily based on the market price of our Public Warrants listed on The Nasdaq Capital Market under the symbol “BZFDW.” Refer to Note 4 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details.

Previous wording

Comparison of results for the three and six months ended June 30, 2024 and 2023

Current wording

Comparison of results for the three and nine months ended September 30, 2024 and 2023

Previous wording

(1)The negative stock-based compensation expense for the six months ended June 30, 2023 for research and development was due to forfeitures.

Current wording

(1)The negative stock-based compensation expense for the nine months ended September 30, 2023 for research and development was due to forfeitures.

Previous wording

Advertising revenue decreased by $5.6 million, or 19%, for the three months ended June 30, 2024, due to a $6.1 million decline in direct sold advertising products, partially offset by a $0.5 million increase in programmatic advertising revenue reflecting improved pricing on our owned and operated properties. For the three months ended June 30, 2024 and 2023, direct sold advertising was $7.8 million and $13.9 million, respectively, and programmatic advertising revenue was $16.0 million and $15.5 million, respectively. The decline in direct sold advertising revenue reflects broader macroeconomic headwinds and a shift in our strategy to focus more on programmatic advertising.

Current wording

Advertising revenue decreased by $0.8 million, or 3%, for the three months ended September 30, 2024, due to a $2.2 million decline in direct sold advertising products, partially offset by a $1.4 million increase in programmatic advertising revenue reflecting improved pricing on our owned and operated properties. For the three months ended September 30, 2024 and 2023, direct sold advertising was $8.8 million and $11.0 million, respectively, and programmatic advertising revenue was $17.3 million and $15.9 million, respectively. The decline in direct sold advertising revenue reflects a shift in our strategy to focus more on programmatic advertising and broader macroeconomic headwinds.

Previous wording

Advertising revenue decreased by $11.6 million, or 20%, for the six months ended June 30, 2024, due to a $10.0 million decline in direct sold advertising products and a $1.6 million decline in programmatic advertising revenue, primarily on distributed platforms. For the six months ended June 30, 2024 and 2023, direct sold advertising was $14.4 million and $24.4 million, respectively, and programmatic advertising was $30.8 million and $32.4 million, respectively.

Current wording

Advertising revenue decreased by $12.4 million, or 15%, for the nine months ended September 30, 2024, due to a $12.2 million decline in direct sold advertising products and a $0.2 million decline in programmatic advertising revenue, primarily on distributed platforms. For the nine months ended September 30, 2024 and 2023, direct sold advertising was $23.2 million and $35.4 million, respectively, and programmatic advertising was $48.1 million and $48.3 million, respectively.

Previous wording

Content revenue decreased by $10.4 million, or 48%, for the three months ended June 30, 2024, primarily driven by a decrease in the number of branded content customers due to the continued softness in direct sold content demand and the broader macroeconomic environment, and a $1.6 million decrease in revenue associated with non-recurring custom content campaigns that were delivered during the three months ended June 30, 2023, with no comparable revenue during the current three-month period. We expect content revenue to continue to decline in 2024, as compared to the prior year, as we focus on programmatic advertising and affiliate revenue products.

Current wording

Content revenue decreased by $1.3 million, or 7%, for the three months ended September 30, 2024, primarily driven by a $0.8 million decrease in revenue associated with non-recurring custom content campaigns that were delivered during the three months ended September 30, 2023, with no comparable revenue during the current three-month period. We expect content revenue to continue to decline in 2024, as compared to the prior year, as we focus on programmatic advertising and affiliate revenue products.

Previous wording

Content revenue decreased by $13.5 million, or 36%, for the six months ended June 30, 2024, primarily driven by a decrease in the number of branded content customers due to the continued softness in direct sold content demand and the broader macroeconomic environment, and a $3.7 million decrease in revenue associated with non-recurring custom content campaigns that were delivered during the six months ended June 30, 2023, with no comparable revenue in the current six-month period.

Current wording

Content revenue decreased by $14.8 million, or 26%, for the nine months ended September 30, 2024, primarily driven by a decrease in the number of branded content customers due to the continued softness in direct sold content demand and the broader macroeconomic environment, and a $4.5 million decrease in revenue associated with non-recurring custom content campaigns that were delivered during the nine months ended September 30, 2023, with no comparable revenue in the current nine-month period.

Previous wording

Commerce and other increased by $0.8 million, or 7%, for the three months ended June 30, 2024, driven by a $0.9 million increase in affiliate commission revenue, partially offset by a $0.1 million decline in other products. For the three months ended June 30, 2024 and 2023, affiliate commerce revenue was $10.4 million and $9.6 million, respectively, and other revenue, such as product licensing, was $1.3 million and $1.4 million, respectively.

Current wording

Commerce and other increased by $6.5 million, or 45%, for the three months ended September 30, 2024, driven by a $6.8 million increase in affiliate commission revenue principally reflecting a strong Amazon Prime Day in July 2024, partially offset by a $0.3 million decline in other products. For the three months ended September 30, 2024 and 2023, affiliate commerce revenue was $19.6 million and $12.8 million, respectively, and other revenue, such as product licensing, was $1.3 million and $1.6 million, respectively.

Previous wording

Commerce and other decreased $0.3 million, or 1%, for the six months ended June 30, 2024, driven by a $0.2 million decline in affiliate commerce revenue reflecting less promotional spending and lower shopping traffic in the first quarter of 2024, and a $0.1 million decline in other products. For the six months ended June 30, 2024 and 2023, affiliate commerce revenue was $19.3 million and $19.5 million, respectively, and other revenue was $2.7 million and $2.8 million, respectively.

Current wording

Commerce and other increased $6.2 million, or 17%, for the nine months ended September 30, 2024, driven by a $6.6 million increase in affiliate commerce revenue, partially offset by a $0.4 million decline in other products. For the nine months ended September 30, 2024 and 2023, affiliate commerce revenue was $38.8 million and $32.2 million, respectively, and other revenue was $4.1 million and $4.5 million, respectively.

Previous wording

Cost of revenue, excluding depreciation and amortization decreased by $20.1 million, or 26%, for the six months ended June 30, 2024, driven by a $7.5 million decrease in variable costs of revenue due to changes in the revenue mix and the decline in revenue year-over-year, a $6.6 million decrease in compensation expense reflecting our previous cost savings actions, a $3.1 million decrease in restructuring expenses, and a $2.8 million decrease in consulting and other expenses.

Current wording

Cost of revenue, excluding depreciation and amortization, increased by $1.8 million, or 6%, for the three months ended September 30, 2024, driven by a $3.9 million increase in variable costs of revenue due to changes in the revenue mix, partially offset by a $1.6 million decrease in compensation expense reflecting our previous cost savings actions and a $0.6 million decrease in consulting expenses.

Previous wording

Cost of revenue, excluding depreciation and amortization decreased by $14.0 million, or 36%, for the three months ended June 30, 2024, driven by $5.0 million decrease in variable costs of revenue due to changes in the revenue mix and the decline in revenue year-over-year, a $4.3 million decrease in restructuring expenses, a $3.2 million decrease in compensation expense reflecting our previous cost savings actions, and a $1.3 million decrease in consulting expenses.

Current wording

Cost of revenue, excluding depreciation and amortization, decreased by $18.3 million, or 17%, for the nine months ended September 30, 2024, driven by an $8.3 million decrease in compensation expense reflecting our previous cost savings actions, a $3.7 million decrease in variable costs of revenue due to changes in the revenue mix and the decline in revenue year-over-year, and a $3.1 million decrease in restructuring expenses.

Previous wording

Sales and marketing expenses decreased by $5.6 million, or 56%, for the three months ended June 30, 2024, driven by a $4.1 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $1.3 million decrease in restructuring expenses.

Current wording

Sales and marketing expenses decreased by $3.5 million, or 42%, for the three months ended September 30, 2024, driven by a $2.7 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $0.3 million decrease in consulting expenses.

Previous wording

Sales and marketing expenses decreased by $8.4 million, or 38%, for the six months ended June 30, 2024, driven by a $7.1 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $0.7 million decrease in consulting expenses.

Current wording

Sales and marketing expenses decreased by $11.9 million, or 39%, for the nine months ended September 30, 2024, driven by a $9.8 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $0.9 million decrease in consulting expenses.

Previous wording

General and administrative expenses decreased by $6.7 million, or 32%, for the three months ended June 30, 2024, driven by a $1.6 million decrease in rent expense, a $0.9 million decrease in compensation expenses reflecting our previous cost savings actions, a $0.7 million decrease in professional fees, a $0.7 million decrease in insurance, a $0.5 million decrease in software expenses, a $0.5 million increase in sublease income, a $0.4 million decrease in stock-based compensation expense, and a $0.4 million decrease in restructuring expenses.

Current wording

General and administrative expenses decreased by $4.0 million, or 22%, for the three months ended September 30, 2024, driven by a $1.6 million decrease in rent expense, a $0.7 million decrease in compensation expenses reflecting our previous cost savings actions, a $0.6 million decrease in insurance, a $0.5 million decrease in professional fees, , and a $0.5 million increase in sublease income.

Previous wording

General and administrative expenses decreased by $11.9 million, or 28%, for the six months ended June 30, 2024, driven by a $3.3 million decrease in rent expense, a $1.2 million decrease in professional fees, a $1.2 million decrease in compensation expenses reflecting our previous cost savings actions, a $1.0 million decrease in insurance, a $0.9 million decrease in software expenses, a $0.7 million increase in sublease income, a $0.6 million decrease in stock-based compensation expense, a $0.5 million decrease in consulting expenses, and a $0.5 million decrease in general facilities’ expenses.

Current wording

General and administrative expenses decreased by $15.9 million, or 26%, for the nine months ended September 30, 2024, driven by a $4.9 million decrease in rent expense, a $1.9 million decrease in compensation expenses reflecting our previous cost savings actions, a $1.8 million decrease in professional fees, a $1.6 million decrease in insurance, a $1.3 million decrease in software expenses, a $1.2 million increase in sublease income, a $0.8 million decrease in stock-based compensation expense, a $0.7 million decrease in general facilities’ expenses, and a $0.6 million decrease in consulting expenses.

Previous wording

Research and development expenses decreased by $0.6 million, or 19%, for the three months ended June 30, 2024, driven by a $0.8 million decrease in restructuring expenses, partially offset by a $0.2 million increase in stock-based compensation and other expenses.

Current wording

Research and development expenses decreased by $0.4 million, or 4%, for the nine months ended September 30, 2024, driven by a $0.8 million decrease in restructuring expenses, partially offset by a $0.5 million increase in stock-based compensation expense.

Previous wording

For the three months ended June 30, 2024, depreciation and amortization expenses decreased by $0.5 million, or 9%.

Current wording

For the three months ended September 30, 2024, depreciation and amortization expenses decreased by $0.4 million, or 7%.

Previous wording

For the six months ended June 30, 2024, depreciation and amortization expenses decreased by $0.3 million, or 3%.

Current wording

For the nine months ended September 30, 2024, depreciation and amortization expenses decreased by $0.6 million, or 4%.

Previous wording

We recorded other income, net of $2.2 million for the three months ended June 30, 2024, compared to other expense, net of $3.7 million for the three months ended June 30, 2023. The change of $5.8 million was primarily driven by the comparison against a $3.6 million loss on investment recorded during the three months ended June 30, 2023 (with no comparable loss in the current-year period), a $1.3 million increase in gain on disposition of an asset, and a $0.8 million increase in other income principally reflecting transition services’ income from the purchaser of Complex Networks.

Current wording

We recorded other income, net of $2.2 million for the three months ended September 30, 2024, compared to other expense, net of $1.3 million for the three months ended September 30, 2023. The change of $3.5 million was primarily driven by a $2.9 million increase in exchange gain (primarily unrealized) and a $0.6 million increase in other income principally reflecting transition services’ income from the purchaser of Complex Networks.

Previous wording

We recorded other income, net of $1.6 million for the six months ended June 30, 2024, compared to other expense, net of $3.1 million for the six months ended June 30, 2023. The change of $4.7 million was primarily driven by the comparison against a $3.6 million loss on investment recorded during the six months ended June 30, 2023 (with no comparable loss in the current-year period), a $1.3 million increase in gain on disposition of an asset, and a $0.8 million increase in other income principally reflecting transition services’ income from the purchaser of Complex Networks, partially offset by a $0.9 million decrease in exchange gain.

Current wording

We recorded other income, net of $3.8 million for the nine months ended September 30, 2024, compared to other expense, net of $4.4 million for the nine months ended September 30, 2023. The change of $8.2 million was primarily driven by the comparison against a $3.5 million loss on investment recorded during the nine months ended September 30, 2023 (with no comparable loss in the current-year period), a $2.0 million increase in exchange gain (primarily unrealized), a $1.4 million increase in other income principally reflecting transition services’ income from the purchaser of Complex Networks, and a $1.3 million increase in gain on disposition of an asset.

Previous wording

Interest expense, net increased by $0.7 million, or 9%, for the six months ended June 30, 2024.

Current wording

Interest expense, net increased by $0.7 million, or 6%, for the nine months ended September 30, 2024.

Previous wording

For the three and six months ended June 30, 2024, we recorded losses of $0.6 million and $0.7 million, respectively, on the change in fair value of warrant liabilities.

Current wording

For the three and nine months ended September 30, 2024, we recorded a gain of $0.1 million and a loss of $0.6 million, respectively, on the change in fair value of warrant liabilities.

Previous wording

We recorded gains of $1.1 million and $0.1 million on the change in fair value of derivative liability for the three and six months ended June 30, 2023, respectively, with no comparable gains in the current three and six month period.

Current wording

We recorded gains of $nil and $0.2 million on the change in fair value of derivative liability for the three and nine months ended September 30, 2023, respectively, with no comparable gains in the current three and nine month period.

Previous wording

For the and six three months ended June 30, 2024, the Company’s effective tax rate on continuing operations differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss, as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis, and the discrete impact of finalization of Canadian tax return filings.

Current wording

For the and nine three months ended September 30, 2024, the Company’s effective tax rate on continuing operations differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss, as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis, and the discrete impact of finalization of Canadian tax return filings.

Previous wording

For the three and six months ended June 30, 2023, the Company’s effective tax rate on continuing operations differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis.

Current wording

For the three and nine months ended September 30, 2023, the Company’s effective tax rate on continuing operations differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis.

Previous wording

For the three months ended June 30, 2024, net loss from discontinued operations, net of tax decreased by $4.5 million, or 84%, principally reflecting timing. Specifically, except for the income tax adjustments described in Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q and for the income tax adjustments that may be expected for the remainder of 2024, net loss from discontinued operations, net of tax, was final as of February 21, 2024, the date of Disposition.

Current wording

For the three months ended September 30, 2024, we recorded net income from discontinued operations, net of tax, of $0.2 million, compared to net loss from discontinued operations, net of tax, of $1.9 million, for the three months ended September 30, 2023. The change of $2.0 million, or 109%, was principally due to timing. Specifically, except for the income tax adjustments described in Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q and for the income tax adjustments that may be expected for the remainder of 2024, net income (loss) from discontinued operations, net of tax, was final as of February 21, 2024, the date of Disposition.

Previous wording

For the six months ended June 30, 2024, net loss from discontinued operations, net of tax, decreased by $2.1 million, or 17.5%, reflecting a $4.9 million loss on partial debt extinguishment, partially offset by a $2.2 million improvement in loss from discontinued operations and a $0.9 million final gain on remeasurement of classification as held for sale. Apart from the income tax adjustments described in Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, the results for the six months ended June 30, 2024 includes activity only from January 1, 2024 through the date of Disposition (i.e., February 21, 2024).

Current wording

For the nine months ended September 30, 2024, net loss from discontinued operations, net of tax, decreased by $4.2 million, or 30%, reflecting a $6.0 million improvement in loss from discontinued operations, a $3.9 million improvement in interest expense, net, and a $0.9 million final gain on remeasurement of classification as held for sale. These were partially offset by a $4.9 million loss on partial debt extinguishment and a $1.3 million increase in income tax provision. Apart from the income tax adjustments described in Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, the results for the nine months ended September 30, 2024 includes activity only from January 1, 2024 through the date of Disposition (i.e., February 21, 2024).

Previous wording

Adjusted EBITDA is a non-GAAP financial measure and represents a key metric used by management and our board of directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net loss from continuing operations, excluding the impact of net income (loss) attributable to noncontrolling interests, income tax (benefit) provision, interest expense, net, other (income) expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.

Current wording

Adjusted EBITDA is a non-GAAP financial measure and represents a key metric used by management and our board of directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net income (loss) from continuing operations, excluding the impact of net income (loss) attributable to noncontrolling interests, income tax (benefit) provision, interest expense, net, other (income) expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, transaction-related costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.

Previous wording

Adjusted EBITDA should not be considered a substitute for loss from continuing operations, net loss, or net loss attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP.

Current wording

Adjusted EBITDA should not be considered a substitute for income (loss) from continuing operations, net income (loss), or net income (loss) attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP.

Previous wording

The following table reconciles consolidated net loss from continuing operations to Adjusted EBITDA for the periods presented:

Current wording

The following table reconciles consolidated net income (loss) from continuing operations to Adjusted EBITDA for the periods presented:

Previous wording

(1)Refer to elsewhere above in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein for a discussion of the distinct restructuring activities during the six months ended June 30, 2024 and 2023. We exclude restructuring expenses from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance.

Current wording

(1)Refer to elsewhere above in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein for a discussion of the distinct restructuring activities during the nine months ended September 30, 2024 and 2023. We exclude restructuring expenses from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance.

Previous wording

Since our inception, we have generally incurred significant losses and used net cash flows from operations to grow our owned and operated properties and our iconic brands. During the six months ended June 30, 2024, the Company incurred a net loss of $43.1 million (and a net loss of $33.1 million from continuing operations) and used net cash flows from its operations of $25.7 million (and net cash used in operating activities from continuing operations was $16.8 million). Additionally, as of June 30, 2024, the Company had unrestricted cash and cash equivalents of $45.5 million to fund its operations and an accumulated deficit of $655.0 million.

Current wording

Since our inception, we have generally incurred significant losses and used net cash flows from operations to grow our owned and operated properties and our iconic brands. During the nine months ended September 30, 2024, we incurred a net loss of $41.0 million (and a net loss of $31.1 million from continuing operations) and used net cash flows from its operations of $16.1 million (and net cash used in operating activities from continuing operations was $7.4 million). Additionally, as of September 30, 2024, we had unrestricted cash and cash equivalents of $53.7 million to fund its operations and an accumulated deficit of $652.9 million.

Previous wording

As described in Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, we repaid approximately $30.9 million and $0.3 million of the Notes on March 7, 2024 and June 21, 2024, respectively, leaving approximately $118.8 million aggregate principal amount of Notes outstanding as of June 30, 2024. As described in Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, each holder of a Note has 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, 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., December 3, 2026), at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest. Moreover, we will be required to repay the Notes, in cash, at their maturity, unless earlier converted, redeemed, or repurchased. In the event some or all of the holders of the Notes exercise their call rights, we currently do not have sufficient cash on hand or projected cash flows to fund the potential call. Our failure to comply with the provisions of the indenture governing the Notes, including our failure to repurchase the Notes, as required by the indenture, could trigger an event of default under the indenture, which would allow the holders of Notes to accelerate the maturity of the Notes and require us to repay the Notes prior to their maturity. In addition, on February 28, 2024, we amended the indenture governing the Notes to provide that, among other things, 95% of the net proceeds of future asset sales must be used to repay the Notes.

Current wording

As described in Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, we repaid approximately $30.9 million and $0.3 million of the Notes on March 7, 2024 and June 21, 2024, respectively, leaving approximately $118.8 million aggregate principal amount of Notes outstanding as of September 30, 2024. As described in Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, each holder of a Note has 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, 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., December 3, 2026), at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest. Moreover, we will be required to repay the Notes, in cash, at their maturity, unless earlier converted, redeemed, or repurchased. In the event some or all of the holders of the Notes exercise their call rights, we currently do not have sufficient cash on hand or projected cash flows to fund the potential call. Our failure to comply with the provisions of the indenture governing the Notes, including our failure to repurchase the Notes, as required by the indenture, could trigger an event of default under the indenture, which would allow the holders of the Notes to accelerate the maturity of the Notes and require us to repay the Notes prior to their maturity. In addition, on February 28, 2024, we amended the indenture governing the Notes to provide that, among other things, 95% of the net proceeds of future asset sales must be used to repay the Notes. Refer to “-Convertible Notes,” below.

Previous wording

To address our capital needs, we may explore options to restructure our outstanding debt, and we are working with advisors to optimize our condensed consolidated balance sheet. However, we can provide no assurance that we will generate sufficient cash inflows from operations, or that we will be successful in obtaining such new financing, or in optimizing our condensed consolidated balance sheet in a manner necessary to fund our obligations as they become due over the next 12 months beyond the issuance date. Additionally, we may implement incremental cost savings actions and pursue additional sources of outside capital to supplement our funding obligations as they become due, which may include additional offerings of our Class A common stock under the at-the-market offering (refer to Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details). As of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured, other than our at-the-market-offering, which is subject to the conditions contained in the At-The-Market Offering Agreement dated June 20, 2023 with Craig-Hallum Capital Group LLC. 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.

Current wording

To address our capital needs, and as described under “-Convertible Notes,” below, we may explore options to restructure our outstanding debt, and we are working with advisors to optimize our condensed consolidated balance sheet. However, we can provide no assurance that we will generate sufficient cash inflows from operations, or that we will be successful in obtaining such new financing, or in optimizing our condensed consolidated balance sheet in a manner necessary to fund our obligations as they become due over the next 12 months beyond the issuance date. Additionally, we may implement incremental cost savings actions and pursue additional sources of outside capital to supplement our funding obligations as they become due, which may include additional offerings of our Class A common stock under the at-the-market offering (refer to Note 9 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details). As of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured, other than our at-the-market-offering, which is subject to the conditions contained in the At-The-Market Offering Agreement dated June 20, 2023 with Craig-Hallum Capital Group LLC. 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) implement incremental cost savings, or repay the Notes, if they become due as described in “”-Convertible Notes,” below.

Previous wording

On December 30, 2020, the Company entered into a three-year, $50.0 million, revolving loan and standby letter of credit facility agreement, which was amended and restated on December 3, 2021 in connection with the closing of the Business Combination, further amended and restated on December 15, 2022, and amended on each of June 29, 2023 and September 26, 2023 (i.e., the Revolving Credit Facility). Among other things, the Revolving Credit Facility provided for the issuance of up to $15.5 million of standby letters of credit, which were issued during the three months ended March 31, 2021 in favor of certain of the Company’s landlords. The Company had outstanding letters of credit of $15.5 million under the Revolving Credit Facility at December 31, 2023 (none at June 30, 2024, as described below).

Current wording

On December 30, 2020, we entered into a three-year, $50.0 million, revolving loan and standby letter of credit facility agreement, which was amended and restated on December 3, 2021 in connection with the closing of the Business Combination, further amended and restated on December 15, 2022, and amended on each of June 29, 2023 and September 26, 2023 (i.e., the Revolving Credit Facility). Among other things, the Revolving Credit Facility provided for the issuance of up to $15.5 million of standby letters of credit, which were issued during the three months ended March 31, 2021 in favor of certain of our landlords. We had outstanding letters of credit of $15.5 million under the Revolving Credit Facility at December 31, 2023 (none at September 30, 2024, as described below).