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BuzzFeed, Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

BZFD$0.52-7.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001828972-25-000121

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001828972-25-000195

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 125 previous paragraphs and 136 current paragraphs.

77 unchanged; 29 reworded; 28 added; 19 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (28)

Current report

Advertising revenue decreased by $0.2 million, or —%, for the six months ended June 30, 2025, due to a $4.4 million decline in direct sold advertising products, partially offset by a $4.2 million increase in programmatic advertising revenue. For the six months ended June 30, 2025 and 2024, direct sold advertising was $9.7 million and $14.1 million, respectively, and programmatic advertising was $34.3 million and $30.1 million, respectively.

Current report

Content revenue increased by $1.4 million, or 10%, for the six months ended June 30, 2025, primarily driven by a $5.6 million increase in studio revenue, partially offset by a $4.2 million decrease in direct sold content revenue. For the six months ended June 30, 2025 and 2024, studio revenue was $7.5 million and $1.9 million, respectively, and direct sold content revenue was $7.6 million and $11.8 million, respectively.

Current report

Commerce and other increased by $3.0 million, or 15%, for the six months ended June 30, 2025, driven by a $3.4 million increase in affiliate commerce revenue, partially offset by a $0.4 million decline in other products. For the six months ended June 30, 2025 and 2024, affiliate commerce revenue was $22.7 million and $19.3 million, respectively, and other revenue was $0.6 million and $1.0 million, respectively.

Current report

Cost of revenue, excluding depreciation and amortization, increased by $6.3 million, or 29%, for the three months ended June 30, 2025, driven by a $6.8 million increase in variable cost of revenue due to the increase in revenue and changes in the product mix, partially offset by a $0.4 million decrease in compensation expense reflecting our previous cost savings actions and a $0.1 million decrease in stock-based compensation expense.

Current report

Sales and marketing expenses increased by $0.5 million, or 13%, for the three months ended June 30, 2025, driven by a $0.4 million increase in compensation and related expenses.

Current report

General and administrative expenses decreased by $3.4 million, or 24%, for the three months ended June 30, 2025, driven by a $2.4 million decrease from the reversal of an accrual that we determined we are no longer liable for, and is non-recurring in nature. The remaining decrease was driven by a $0.4 million decrease in stock-based compensation expenses and a $0.3 million decrease in compensation expense.

Current report

General and administrative expenses decreased by $5.3 million, or 17%, for the six months ended June 30, 2025, driven by a $2.4 million decrease from the reversal of an accrual that we determined we are no longer liable for, and is non-recurring in nature, and a $2.2 million decrease in compensation expense.

Current report

Research and development expenses increased by $0.1 million, or 4%, for the three months ended June 30, 2025, and decreased by $0.1 million, or 1%, for the six months ended June 30, 2025.

Current report

We recorded other expense, net of$3.8 million for the six months ended June 30, 2025, compared to other income, net of $1.6 million for the six months ended June 30, 2024. The change of $5.4 million was primarily driven by a $5.5 million increase in loss on extinguishment of debt and a $1.3 million decrease in gain on disposition of an asset, partially offset by a $1.1 million increase in exchange gain (primarily unrealized) and a $0.3 million decrease in other expense.

Current report

Interest expense, net remained relatively flat for the three months ended June 30, 2025.

Current report

Interest expense, net decreased by $1.0 million, or 28%, for the six months ended June 30, 2025, driven by less debt outstanding in 2025 relative to the year-ago period. We expect interest expense, net to increase in 2025 due to the $40.0 million term loan that was funded in May 2025. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Current report

We recorded a gain of $1.0 million on the change in fair value of warrant liabilities for the six months ended June 30, 2025 compared to a loss of $0.7 million for the six months ended June 30, 2024.

Current report

On July 4, 2025, H.R.1, commonly referred to as the “One Big Beautiful Bill Act,” was signed into law. In accordance with U.S. GAAP, we will account for the tax effects of changes in tax law in the period of enactment, which is the third quarter of calendar year 2025. These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures. We are currently in the process of evaluating the impact of these law changes on our condensed consolidated financial statements.

Current report

We previously disclosed conditions that raised substantial doubt about our ability to continue as a going concern, which was due to the holders of the Notes having the ability to require us to repurchase all of the Notes then-outstanding, for cash, at any time on or after May 31, 2025. As disclosed in Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, in May 2025, we secured a $40.0 million asset-backed term loan and used a portion of the proceeds to repay, in full, the Notes. As a result of these efforts, and due to expected cash flows from operations over the next 12 months, the substantial doubt about our ability to continue as a going concern was resolved as of the date of issuance of the condensed consolidated financial statements (the “issuance date”).

Current report

As of and for the six months ended June 30, 2025, we had unrestricted cash and cash equivalents of $29.7 million. However, we have a history of losses, and had an accumulated deficit of $645.4 million as of June 30, 2025. We have cash available on hand, and believe our existing capital resources will be sufficient to support our operations and meet our obligations as they become due within one year from the issuance date.

Current report

We repurchased approximately $120.0 million of the Notes in 2024, and the remaining $30.0 million of the Notes were repurchased in 2025. The Indenture has been satisfied and discharged in full, except for those provisions that expressly survive as provided in Section 3.01 of the Indenture, including without limitation, Section 7.06 of the Indenture.

Current report

On May 23, 2025 (the “Closing Date”), we entered into a credit agreement (the “Credit Agreement”) with with a financial institution that provides for, among other things, an asset-backed term loan (i.e., the Term Loan), with a commitment amount of the greater $40.0 million and a borrowing base calculated as a percentage of the face amount of certain eligible receivables, plus an overadvance amount of up to $20.0 million through August 31, 2026, and thereafter $10.0 million until the second anniversary of the Closing Date, and $5.0 million thereafter. We borrowed $40.0 million on the Closing Date, and $40.0 million aggregate principal amount of indebtedness remains outstanding as of June 30, 2025. The Term Loan matures on May 23, 2028, and bears interest at the rate of Secured Overnight Financing Rate (“SOFR”), plus 6.5% per annum, subject to a SOFR floor of 3.5%. We are required to repay $15.0 million of the Term Loan on August 31, 2026, upon the contractual expiration of certain of our outstanding standby letters of credit. The Term Loan is guaranteed by certain of the our domestic and Canadian subsidiaries. The Term Loan’s lender has a first lien on substantially all of our assets and the Guarantors (as defined in the Credit Agreement). Pursuant to the Credit Agreement, we must maintain minimum liquidity of $5.0 million. No other financial maintenance covenants are applicable, and we were in compliance with the aforementioned covenant as of June 30, 2025. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Current report

On June 13, 2025, 2X Blind Partners, Inc. (“2X Blind”), a majority-owned subsidiary of HuffPost Studios Canada, Inc. which is an indirectly held subsidiary of ours, entered into a loan and security agreement providing for a loan commitment amount (the “Loan Commitment”) of $5.2 million, of which approximately $0.5 million was deducted from the lender and used to satisfy certain expenses, namely interest. The lender has a first priority secured lien in all of 2X Blind’s assets, tangible and intangible, including but not limited to all proceeds, rights, accounts receivable, cash accounts, equipment, intellectual property, future proceeds, and virtually any other asset currently in 2X Blind’s possession or in the future. The Loan Commitment is funded in installments ranging from June 13, 2025 through August 8, 2025, of which $2.9 million was funded and remains outstanding as of June 30, 2025. An additional $1.0 million was received as of August 7, 2025.

Current report

The Loan Commitment is being used to fund the production, post-production, and delivery costs of a feature film currently in production, and is required to be repaid using proceeds from contracts with third parties for distribution rights along with expected production tax credits. Specifically, $2.6 million is due on March 16, 2026, $2.4 million is due on August 14, 2026, and $0.2 million is due on September 14, 2026. Interest on the Loan Commitment is fixed at $0.5 million, unless in the event of default.

Current report

On June 26, 2025, BuzzFeed Studios Canada, Inc., an indirectly held subsidiary of ours, acquired a majority stock interest in Girls Like Girls Film Inc. Girls Like Girls Film Inc. has debt of approximately $4.8 million (CAD $6.6 million), of which $4.0 million is required to be repaid with proceeds from a contract with a third party for distribution rights for a feature film, and the remaining $0.8 million is due when Girls Like Girls Film Inc. receives expected production tax credits (both repayment dates are currently unknown, but are expected to occur within the next 12 months). Girls Like Girls Film Inc. also has available to it a $0.4 million foreign exchange line of credit, of which there is no amount currently outstanding. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Current report

For the six months ended June 30, 2025, cash provided by financing activities was $6.4 million, which consisted of $39.2 million in borrowings from the Term Loan, $2.4 million in borrowings from the Loan Commitment partially, and $1.2 million in proceeds from a co-financing arrangement. These were partially offset by $30.0 million in repayments on the Notes, a$3.3 million repurchase of common stock, $2.1 million in consent solicitation fee payments, and $0.7 million in payments of debt issuance costs associated with the Term Loan.
Removed paragraphs (19)

Previous report

General and administrative expenses decreased by $1.9 million, or 12%, for the three months ended March 31, 2025, driven by a $1.7 million decrease in compensation expenses reflecting our previous cost savings actions, a $0.5 million increase in sublease income, and a $0.3 million decrease in rent expense, partially offset by a $0.5 million increase in stock-based compensation expense and a $0.1 million increase in professional fees.

Previous report

Research and development expenses decreased by $0.2 million, or 5%, for the three months ended March 31, 2025.

Previous report

Interest expense, net decreased by$1.0 million, or 47%, for the three months ended March 31, 2025, driven by significantly less debt outstanding relative to the year-ago period.

Previous report

Our principal sources of liquidity are our cash and cash equivalents and cash generated from continuing operations. Our cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds.

Previous report

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of the date the accompanying condensed 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.

Previous report

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 three months ended March 31, 2025, we incurred a net loss of $12.5 million and generated net cash flows from operations of $1.3 million. Additionally, as of March 31, 2025, we had unrestricted cash and cash equivalents of $34.3 million to fund our operations and an accumulated deficit of $634.5 million.

Previous report

In December 2021, we issued $150.0 million of the Notes. As described in Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, we repurchased approximately $120.0 million of the Notes in 2024, and $0.3 million of the Notes in February 2025, thereby leaving approximately $29.7 million aggregate principal amount of Notes outstanding as of March 31, 2025. 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 May 31, 2025, at a repurchase price equal to the principal amount plus accrued and unpaid interest, due within five business days of receipt of the holder’s notice requiring repurchase, or (ii) upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) 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. 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 governing the Notes, 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. Moreover, we will be required to repay the Notes, in cash, at their maturity, unless earlier converted, redeemed, or repurchased.

Previous report

These uncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Previous report

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 May 31, 2025, at a repurchase price equal to the principal amount plus accrued and unpaid interest, due within five business days of receipt of the holder’s notice requiring repurchase, or (ii) upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) 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.

Previous report

In addition, a failure to comply with the other provisions of the indenture governing our Notes could also trigger an event of default under the indenture governing the Notes, which would also allow the holders of the Notes to accelerate the maturity of the Notes and require us to repay the Notes prior to their maturity. Moreover, we will be required to repay the Notes, in cash, at their maturity, unless earlier converted, redeemed, or repurchased. 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.

Previous report

We may, at our election, force conversion of the Notes after December 3, 2024 (i.e., after the third anniversary of the issuance of the Notes), subject to a holder’s prior right to convert and the satisfaction of certain other conditions, if the volume-weighted average trading price of our Class A common stock is greater than or equal to 130% of the conversion price (currently $50.00) for more than 20 trading days during a period of 30 consecutive trading days, which has yet to occur.

Previous report

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. Additionally, pursuant to the second amendment of the indenture on February 28, 2024, done in connection with the Complex Disposition, 95% of the net proceeds of future asset sales must be used to repay the Notes.

Previous report

In 2024, we repurchased approximately $120.0 million of the Notes, and in February 2025, we repurchased approximately $0.3 million of the Notes, thereby leaving approximately $29.7 million aggregate principal amount of Notes outstanding as of March 31, 2025. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Previous report

For the three months ended March 31, 2025, cash used in financing activities was $2.5 million, which consisted of $2.1 million in consent solicitation fee payments and a $0.3 million partial repurchase of the Notes.
Reworded paragraphs (29)

Previous wording

As of December 31, 2023, we determined that the assets of Complex Networks (as defined below), excluding the First We Feast brand, met the criteria for classification as held for sale. Additionally, we concluded the ultimate disposal, which occurred on February 21, 2024 (i.e., the “Complex Disposition”), represented a strategic shift that had a major effect on our operations and financial results. Moreover, we concluded the assets of the First We Feast business met the criteria for classification as held for sale as of December 1, 2024. We determined the ultimate disposal, which took place on December 11, 2024 (i.e., the “First We Feast Disposition”), represented a strategic shift that had a major effect on our operations and final results. As such, the historical financial results of Complex Networks and First We Feast have been reflected as discontinued operations in our condensed consolidated financial statements for the three months ended March 31, 2024. Refer to Note 18 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Current wording

As of December 31, 2023, we determined that the assets of Complex Networks (as defined below), excluding the First We Feast brand, met the criteria for classification as held for sale. Additionally, we concluded the ultimate disposal, which occurred on February 21, 2024 (i.e., the “Complex Disposition”), represented a strategic shift that had a major effect on our operations and financial results. Moreover, we concluded the assets of the First We Feast business met the criteria for classification as held for sale as of December 1, 2024. We determined the ultimate disposal, which took place on December 11, 2024 (i.e., the “First We Feast Disposition”), represented a strategic shift that had a major effect on our operations and final results. As such, the historical financial results of Complex Networks and First We Feast have been reflected as discontinued operations in our condensed consolidated financial statements for the three and six months ended June 30, 2024. Refer to Note 18 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Previous wording

Business Combination. We repurchased approximately $120.0 million of the Notes in 2024, and $0.3 million of the Notes on February 25, 2025, leaving approximately $29.7 million aggregate principal amount of Notes outstanding as of March 31, 2025. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Current wording

Business Combination. We repurchased approximately $120.0 million of the Notes in 2024 and the remaining $30.0 million of Notes in 2025, resulting in the full redemption of the Notes. Refer to Note 8 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.

Previous wording

In February 2025, we announced plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce. The reduction in workforce was intended to streamline the news operations for HuffPost. We incurred approximately $1.9 million of restructuring costs for the three months ended March 31, 2025, comprised mainly of severance and related benefits costs, all of which were included in costs of revenue, excluding depreciation and amortization.

Current wording

In February 2025, we announced plans to reduce expenses by implementing an approximately 5% reduction in our then-current workforce. The reduction in workforce was intended to streamline the news operations for HuffPost. We incurred approximately $1.9 million of restructuring costs for the six months ended June 30, 2025, comprised mainly of severance and related benefits costs, all of which were included in costs of revenue, excluding depreciation and amortization.

Previous wording

In February 2024, we announced plans to reduce expenses by implementing an approximately 16% reduction in the then-current workforce (after the Complex 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 three months ended March 31, 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 Complex 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.

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, 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 X (formerly 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 March 31, 2025, Time Spent increased by 1%.

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, 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 X (formerly 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, 2025, Time Spent decreased by 2% and 0%, respectively.

Previous wording

We use certain metrics to assess the operational and financial performance of our business. Effective January 1, 2023, we introduced new metrics with respect to our branded content revenue, which represents the majority of our reported content revenue (branded content is further defined within “Components of Results of Operations” below). Specifically, we monitor the performance of our branded content advertisers through retention and average trailing 12-month revenue per branded content advertiser. Net branded content advertiser revenue retention is an indicator of our ability to retain the spend of our existing customers year-over-year, which we view as a reflection of the effectiveness of our services. In addition, we monitor the number of branded content advertisers and the net average branded content advertiser revenue, as defined below, as these metrics provide further details with respect to the majority of our reported content revenue and influence our business planning decisions. Our use of net branded content advertiser revenue retention, branded content advertisers, and net average branded content advertiser revenue have limitations as analytical tools, and investors should not consider them in isolation. Additionally, the aforementioned metrics do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. Pro forma amounts for acquisitions and dispositions are calculated as if the acquisitions and / or dispositions occurred on the first day of the applicable period.

Current wording

We use certain metrics to assess the operational and financial performance of our business. On January 1, 2023, we introduced new metrics with respect to our branded content revenue, which represents the majority of our reported direct sold content revenue (branded content is further defined within “Components of Results of Operations” below). Specifically, we monitor the performance of our branded content advertisers through retention and average trailing 12-month revenue per branded content advertiser. Net branded content advertiser revenue retention is an indicator of our ability to retain the spend of our existing customers year-over-year, which we view as a reflection of the effectiveness of our services. In addition, we monitor the number of branded content advertisers and the net average branded content advertiser revenue, as defined below, as these metrics provide further details with respect to the majority of our reported direct sold content revenue and influence our business planning decisions. Our use of net branded content advertiser revenue retention, branded content advertisers, and net average branded content advertiser revenue have limitations as analytical tools, and investors should not consider them in isolation. Additionally, the aforementioned metrics do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. Pro forma amounts for acquisitions and dispositions are calculated as if the acquisitions and / or dispositions occurred on the first day of the applicable period.

Previous wording

Other income (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, income from transition service agreements, and other miscellaneous income and expenses.

Current wording

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, income from transition service agreements, losses on extinguishments of debt, and other miscellaneous income and expenses.

Previous wording

Income tax provision: Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.

Current wording

Income tax provision (benefit): Represents federal, state, and local taxes based on income in multiple domestic and international jurisdictions.

Previous wording

Comparison of results for the three months ended March 31, 2025 and 2024

Current wording

Comparison of results for the three and six months ended June 30, 2025 and 2024

Previous wording

Advertising revenue increased by $0.4 million, or 2%, for the three months ended March 31, 2025, driven by a $2.5 million increase in programmatic advertising revenue primarily reflecting improved pricing on our owned and operated properties, partially offset by a $2.1 million decline in direct sold advertising products. For the three months ended March 31, 2025 and 2024, programmatic advertising revenue was $16.9 million and $14.4 million, respectively, and direct sold advertising was $4.5 million and $6.6 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 $0.6 million, or 3%, for the three months ended June 30, 2025, driven by a $2.3 million decline in direct sold advertising products, partially offset by a $1.7 million increase in programmatic advertising revenue primarily reflecting improved performance on our owned and operated properties driven by continued ad-tech optimizations. For the three months ended June 30, 2025 and 2024, direct sold advertising revenue was $5.2 million and $7.5 million, respectively, and programmatic advertising revenue was $17.4 million and $15.7 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.

Previous wording

Content revenue decreased by $2.3 million, or 34%, for the three months ended March 31, 2025, primarily driven by a $3.2 million decrease in direct sold content revenue, partially offset by a $0.9 million increase in studio revenue. For the three months ended March 31, 2025 and 2024, direct sold content revenue was $2.9 million and $6.1 million, respectively, and studio revenue was $1.5 million and $0.6 million, respectively. The decline in direct sold content revenue was primarily driven by a decrease in the number of branded content customers, which is due in part to a leaner sales team relative to the year-ago period as we focus on programmatic advertising and affiliate revenue products. The increase in studio revenue was largely driven by the timing of revenue recognition with respect to delivery and release of feature films.

Current wording

Content revenue increased by $3.7 million, or 53%, for the three months ended June 30, 2025, primarily driven by $4.7 million increase in studio revenue, partially offset by a $1.0 million decrease in direct sold content revenue. For the three months ended June 30, 2025 and 2024, studio revenue was $5.9 million and $1.2 million, respectively, and direct sold content revenue was $4.8 million and $5.8 million, respectively. The increase in studio revenue was largely driven by the timing of revenue recognition with respect to delivery and release of a feature film. The decline in direct sold content revenue was primarily driven by a decrease in the number of branded content customers and reduced advertiser demand.

Previous wording

Commerce and other increased by $0.9 million, or 9%, for the three months ended March 31, 2025, driven by a $1.0 million increase in affiliate commission revenue, partially offset by a $0.1 million decline in other revenue, such as product licensing. For the three months ended March 31, 2025 and 2024, affiliate commerce revenue was $9.8 million and $8.8 million, respectively, and other revenue, such as product licensing, was $0.4 million and $0.5 million, respectively.

Current wording

Commerce and other increased by $2.2 million, or 20%, for the three months ended June 30, 2025, driven by a $2.4 million increase in affiliate commission revenue, partially offset by a $0.2 million decline in other revenue, such as product licensing. For the three months ended June 30, 2025 and 2024, affiliate commerce revenue was $12.8 million and $10.4 million, respectively, and other revenue, such as product licensing, was $0.3 million and $0.5 million, respectively.

Previous wording

Cost of revenue, excluding depreciation and amortization, decreased by $3.6 million, or 13%, for the three months ended March 31, 2025, driven by a $3.3 million decrease in compensation expense reflecting our previous cost savings actions, a $0.8 million decrease in consulting and content expenses, and a $0.2 million decrease in variable costs of revenue due to changes in the revenue mix and the decline in revenue year-over-year. This was partially offset by a $0.7 million increase in restructuring costs.

Current wording

Cost of revenue, excluding depreciation and amortization, increased by $2.6 million, or 5%, for the six months ended June 30, 2025, driven by a $6.6 million increase in variable cost of revenue due to the increase in revenue and changes in the product mix, partially offset by a $3.7 million decrease in compensation expense reflecting our previous cost savings actions and a $0.3 million decrease in consulting expense.

Previous wording

Sales and marketing expenses decreased by $4.1 million, or 49%, for the three months ended March 31, 2025, driven by a $2.5 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $1.5 million decrease in restructuring expenses.

Current wording

Sales and marketing expenses decreased by $3.6 million, or 30%, for the six months ended June 30, 2025, driven by a $2.0 million decrease in compensation and related expenses reflecting our previous cost savings actions and a $1.5 million decrease in restructuring expenses.

Previous wording

For the three months ended March 31, 2025, depreciation and amortization expenses decreased by $0.9 million, or 16%, primarily driven by a decrease in amortization expense associated with capitalized software.

Current wording

For the six months ended June 30, 2025, depreciation and amortization expenses decreased by $1.2 million, or 12%, primarily driven by a decrease in amortization expense associated with capitalized software.

Previous wording

We recorded other income, net of $1.3 million for the three months ended March 31, 2025, compared to other expense, net of $0.6 million for the three months ended March 31, 2024. The change of $1.9 million was primarily driven by a $0.9 million increase in exchange gain (primarily unrealized), a $0.5 million decrease in other expense, and a $0.5 million increase in other income principally reflecting transition services’ income from the purchaser of First We Feast.

Current wording

We recorded other expense, net of $5.1 million for the three months ended June 30, 2025, compared to other income, net of $2.2 million for the three months ended June 30, 2024. The change of $7.2 million was primarily driven by a $5.5 million increase in loss on extinguishment of debt, a $1.3 million decrease in gain on disposition of an asset recorded in 2024, and a $0.5 million decrease in other income (principally reflecting transition services’ income in 2024 from the purchaser of Complex Networks), partially offset by a $0.2 million increase in exchange gain (primarily unrealized).

Previous wording

For the three months ended March 31, 2025, we recorded a gain related to the change in fair value of warrant liabilities of $1.2 million compared to a loss of $nil for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, we recorded a loss related to the change in fair value of warrant liabilities of $0.3 million compared to a loss of $0.6 million for the three months ended June 30, 2024.

Previous wording

For the three months ended March 31, 2025, 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 six months ended June 30, 2025 and 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

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 provision, interest expense, net, other (income) expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, 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 loss from continuing operations, excluding the impact of net 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, restructuring costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.

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 three months ended March 31, 2025 and 2024. 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 six months ended June 30, 2025 and 2024. 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

To address our capital needs, we have entered into a non-binding term sheet with a potential lender for an asset-backed term loan (the “Loan”), with an expected commitment amount of up to $40.0 million and a three-year term. The term sheet provides that we and the lender aim to close this Loan by May 23, 2025, and in conjunction with any closing, we will incur certain legal and other debt issuance fees. Proceeds from the Loan, if it were to close, would be used to repurchase the remaining Notes. However, we can provide no assurance that we will be successful in closing the Loan, obtaining other new financing, or, if the Loan fails to close, in generating sufficient cash inflows from operations or otherwise 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 includes 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) or issuances of other securities exercisable for or exchangeable or convertible into shares of our Class A common stock. However, as of the issuance date, no additional sources of outside capital have been secured or were deemed probable of being secured (the aforementioned Loan term sheet is non-binding), 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 repurchase all or a portion of the Notes outstanding if required to do so as described in “Convertible Notes” below. We believe the Loan, if it were to close, would allow us to generate sufficient liquidity in order to repurchase the remaining Notes upon receipt of the holders of the Notes’ put options, which become exercisable on or after May 31, 2025.

Current wording

Additionally, we may implement incremental cost savings actions (such as the announced reduction in workforce plan; refer to Note 19 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details) and pursue additional sources of outside capital to supplement our funding obligations as they become due, which includes 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), or other issuances of Class A common stock or other securities convertible into or exercisable or exchangeable for our Class A common stock. However, 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.

Previous wording

Moreover, on an ongoing basis, we are evaluating strategic changes to our operations, including asset divestitures, restructuring, or the discontinuance of unprofitable lines of business. Any such transaction could be material to our business, financial condition, and results of operations. The nature and timing of any such changes depend on a variety of factors, including, as of the applicable time, our available cash, liquidity and operating performance; our commitments and obligations; our capital requirements; limitations imposed under our credit arrangements; and overall market conditions. As of the issuance date, we continue to work with our external advisors to optimize our condensed consolidated balance sheet and evaluate our assets.

Current wording

Moreover, on an ongoing basis, we are evaluating strategic changes to our operations, including asset divestitures, restructurings, or the discontinuance of unprofitable lines of business. Any such transaction could be material to our business, financial condition, and results of operations. The nature and timing of any such changes depend on a variety of factors, including, as of the applicable time: our available cash, liquidity, and operating performance; our commitments and obligations; our capital requirements; limitations imposed under our credit arrangements; and overall market conditions.

Previous wording

In June 2021, in connection with the entry into the merger agreement pursuant to which the Business Combination was consummated, we entered into subscription agreements with certain investors to sell $150.0 million aggregate principal amount of Notes. In connection with the closing of the Business Combination, we issued, and those investors purchased, the Notes, which are governed by an indenture, dated December 3, 2021, which was amended on each of July 10, 2023, February 28, 2024, October 28, 2024, and December 10, 2024. The Notes are convertible into shares of our Class A common stock at a conversion price of approximately $50.00 and bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes mature on December 3, 2026. As of March 31, 2025, the Notes were convertible into approximately 594,301 shares of our Class A common stock.

Current wording

In June 2021, in connection with the entry into the merger agreement pursuant to which the Business Combination was consummated, we entered into subscription agreements with certain investors to sell $150.0 million aggregate principal amount of Notes. In connection with the closing of the Business Combination, we issued, and those investors purchased, the Notes, which were governed by an indenture, dated December 3, 2021, which was amended on each of July 10, 2023, February 28, 2024, October 28, 2024, and December 10, 2024 (i.e., the “Indenture”). The Notes were convertible into shares of our Class A common stock at a conversion price of approximately $50.00 and bore interest at a rate of 8.50% per annum, payable semi-annually.

Previous wording

Cash flows provided by (used in) operating, investing, and financing activities from continuing operations were as follows for the periods presented:

Current wording

Cash flows (used in) provided by operating, investing, and financing activities from continuing operations were as follows for the periods presented:

Previous wording

For the three months ended March 31, 2025, cash provided by operating activities from continuing operations was $1.3 million compared to cash used in operating activities from continuing operations of $3.9 million for the three months ended March 31, 2024. The change was primarily driven by a $16.3 million increase in the change in accounts payable, a $12.5 million improvement in net loss, adjusted for non-cash items, a $1.2 million increase in the change deferred revenue, and a $1.0 million increase in the change in accrued expenses, other current liabilities, and other liabilities. These were partially offset by a $15.8 million decrease in the change in accounts receivable, a $4.9 million decrease in the change in accrued compensation, a $4.2 million decrease in the change in prepaid expenses and other current assets, and a $0.8 million decrease in the change in lease liabilities.

Current wording

For the six months ended June 30, 2025, cash used in operating activities from continuing operations was $8.8 million compared to cash used in operating activities from continuing operations of $14.9 million for the six months ended June 30, 2024. The change was primarily driven by a $23.5 million increase in the change in accounts payable, a $14.1 million improvement in net loss, adjusted for non-cash items, a $2.0 million increase in the change deferred revenue. These were partially offset by a $19.2 million decrease in the change in accounts receivable, a $6.3 million decrease in the change in prepaid expenses and other current assets, a $5.7 million decrease in the change in accrued expenses, other current liabilities, and other liabilities, a $1.7 million decrease in the change in lease liabilities, and a $0.6 million decrease in the change in accrued compensation.

Previous wording

For the three months ended March 31, 2025, cash used in investing activities from continuing operations was $3.4 million, which consisted of $3.1 million of capital expenditures on internal-use software and $0.4 million of other capital expenditures, partially offset by $0.3 million in proceeds received from the previous sale of an asset.

Current wording

For the six months ended June 30, 2025, cash used in investing activities from continuing operations was $7.1 million, which consisted of $6.3 million of capital expenditures on internal-use software and $0.8 million of other capital expenditures, partially offset by $0.3 million in proceeds received from the previous sale of an asset.

Previous wording

For the three months ended March 31, 2024, cash used in investing activities from continuing operations was $3.4 million, which consisted of $3.3 million of capital expenditures on internal-use software and $0.1 million of other capital expenditures. For the three months ended March 31, 2024, net cash provided by investing activities from discontinued operations was $108.6 million, which represents the cash received for the sale of certain assets relating to the business of Complex Networks (i.e., the Complex Disposition) and was non-recurring in nature.

Current wording

For the six months ended June 30, 2024, cash used in investing activities from continuing operations was $6.3 million, which consisted of $6.4 million of capital expenditures on internal-use software and $0.2 million of other capital expenditures, partially offset by $0.4 million in proceeds from the sale of an asset. For the six months ended June 30, 2024, net cash provided by investing activities from discontinued operations was $108.6 million, which represents the cash received for the sale of certain assets relating to the business of Complex Networks (i.e., the Complex Disposition) and was non-recurring in nature.

Previous wording

For the three months ended March 31, 2024, cash used in financing activities was $65.8 million, which consisted of a $33.8 million full repayment of the Revolving Credit Facility, a $30.9 million partial repurchase of the Notes, a $0.6 million payment of deferred issuance costs, and a $0.5 million early termination payment for the Revolving Credit Facility.

Current wording

For the six months ended June 30, 2024, cash used in financing activities was $66.4 million, which consisted of a $33.8 million full repayment of the Revolving Credit Facility, $31.2 million in partial repayments on the Notes, a $0.6 million payment of deferred issuance costs, and a $0.5 million early termination payment for the Revolving Credit Facility.

Previous wording

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 (excluding the new office lease that has not yet commenced). Refer to Notes 8 and 13 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details regarding our contractual obligations.

Current wording

Our principal commitments consist of obligations for repayment of borrowings under the Term Loan and film financing arrangements, along with obligations for office space under non-cancelable operating leases with various expiration dates through 2031 (assumes the early termination option afforded under the new lease for our new corporate headquarters is exercised; otherwise, 2036). Refer to Notes 8 and 13 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details regarding our contractual obligations.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

For the three months ended June 30, 2025, depreciation and amortization expenses decreased by $0.3 million, or 8%.

Current report — wording carried from elsewhere

Refer to Note 2 to the condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional details.