XML 40 R26.htm IDEA: XBRL DOCUMENT
v3.24.3

Held for Sale, Discontinued Operations, Disposals, and Licenses | 9 Months Ended
--- | ---
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Held for Sale, Discontinued Operations, Disposals, and Licenses | Held for Sale, Discontinued Operations, Disposals, and Licenses Disposal of Complex Networks Complex Sale On February 21, 2024, a wholly-owned subsidiary of the Company entered into the Complex Sale Agreement with Commerce Media, providing for the sale of certain assets relating to the business of Complex Networks (i.e., the Disposition). Pursuant to the Complex Sale Agreement, Commerce Media purchased certain assets, and assumed certain liabilities, related to the business of Complex Networks, excluding the business operating under the First We Feast brand and as otherwise set forth in the Complex Sale Agreement, for an aggregate purchase price of $108.6 million, which was paid in cash on February 21, 2024. In connection with the Disposition, the Company was required to repay (i) approximately $30.9 million to holders of the Notes and (ii) approximately $33.8 million outstanding under the Revolving Credit Facility, plus accrued and unpaid interest of $0.7 million (such amounts were repaid shortly after the Disposition). The Company terminated the Revolving Credit Facility, except for the $15.5 million in letters of credit then-outstanding. The Company incurred a $0.5 million early termination fee and a standby letter of credit fee of $0.5 million, both of which were paid upon closing of the Disposition on February 21, 2024. Additionally, as described in Note 8 herein, on February 28, 2024, the indenture governing the Notes was amended to, among other things, provide that 95% of the net proceeds of future asset sales must be used to repay the Notes. Concurrent with the closing of the Disposition, the Company and Commerce Media entered into a space sharing agreement whereby Commerce Media paid the Company a one-time license fee of approximately $2.8 million for use of the certain office space in the Company’s corporate headquarters from February 21, 2024 until on June 30, 2025 (or such earlier date that the underlying sublease or master lease earlier expires or is terminated). Held for Sale and Discontinued Operations As of December 31, 2023, the Company determined the assets of Complex Networks, excluding the First We Feast brand, met the criteria for classification as held for sale. On February 21, 2024, the Company completed the Disposition for approximately $108.6 million in cash. The Company disposed of Complex Networks in order to refocus its business around scalable, high-margin, and tech-led revenue streams. As such, the Company concluded the ultimate disposal (i.e., the Disposition), represented a strategic shift that had a major effect on the Company’s operations and financial results. Therefore, the historical results of Complex Networks, excluding the First We Feast brand, are classified as discontinued operations for all periods presented herein. Details of net income (loss) from discontinued operations, net of tax, were as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Revenue | $ | — |  |  | $ | 13,321 |  |  | $ | 2,115 |  |  | $ | 41,339 |
Costs and Expenses |  |  |  |  |  |  |
Cost of revenue, excluding depreciation and amortization | — |  |  | 7,934 |  |  | 3,500 |  |  | 29,581 |
Sales and marketing | — |  |  | 2,047 |  |  | 1,046 |  |  | 9,436 |
General and administrative | — |  |  | 333 |  |  | 225 |  |  | 1,516 |
Research and development | — |  |  | 373 |  |  | 344 |  |  | 1,673 |
Depreciation and amortization | — |  |  | 2,702 |  |  | — |  |  | 8,107 |
Total costs and expenses | — |  |  | 13,389 |  |  | 5,115 |  |  | 50,313 |
Loss from discontinued operations | — |  |  | (68) |  |  | (3,000) |  |  | (8,974) |
Loss on partial debt extinguishment | — |  |  | — |  |  | (4,919) |  |  | — |
Gain on remeasurement of classification to held for sale | — |  |  | — |  |  | 854 |  |  | — |
Other (expense) income, net | — |  |  | — |  |  | (292) |  |  | — |
Interest expense, net | — |  |  | (1,815) |  |  | (1,230) |  |  | (5,135) |
Loss from discontinued operations before income taxes | — |  |  | (1,883) |  |  | (8,587) |  |  | (14,109) |
Income tax (benefit) provision | (166) |  |  | — |  |  | 1,337 |  |  | — |
Net income (loss) from discontinued operations, net of tax | $ | 166 |  |  | $ | (1,883) |  |  | $ | (9,924) |  |  | $ | (14,109) |
The results for the three and nine months ended September 30, 2024 includes activity only from January 1, 2024 through the date of Disposition (i.e., February 21, 2024), except for the income tax adjustments described below. Allocated general corporate overhead costs do not meet the criteria to be presented within net income (loss) from discontinued operations, net of tax, and were excluded from all figures presented in the table above. For the three months ended September 30, 2024, there was tax benefit related to discontinued operations as a result of refinement to state taxes based on the finalization of its U.S. tax return filings which generated additional state net operating loss carryforwards. For the nine months ended September 30, 2024, there was tax expense related to discontinued operations as a result of non-deductible permanent differences and state taxes related to the Disposition, offset with release in valuation allowance and excess tax benefits related to foreign derived intangible income (i.e., FDII). For the three and nine months ended September 30, 2023, there was no income tax provision / (benefit) in discontinued operations, as a result of the valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis. As part of the Disposition, the Company was required to repay approximately $33.8 million outstanding under the Revolving Credit Facility and $30.9 million of the $150.0 million then-outstanding under the Notes (i.e., approximately 20.6% of the aggregate principal then-outstanding was repaid). The Company derecognized approximately 20.6% of the unamortized debt discount costs, which resulted in an approximately $4.9 million loss on partial debt extinguishment that was attributed to the discontinued operation. All historical interest expense associated with the Revolving Credit Facility and 20.6% of the historical interest expense associated with the Notes were allocated to the discontinued operation. Details of the assets of discontinued operations were as follows:
|  |  | December 31, 2023
Intangible assets, net |  |  | $ | 79,481 |
Goodwill |  |  | 34,070 |
Valuation allowance |  |  | (9,462) |
Noncurrent assets of discontinued operations, net of valuation allowance |  |  | $ | 104,089 |
The Company recorded a valuation allowance against the assets held for sale to reflect the write-down of the carrying value to fair value less estimated costs to sell. The non-cash valuation allowance of $9.5 million was recorded within loss from classification to held for sale in the summarized financial information of discontinued operations for the year ended December 31, 2023. The Company completed the Disposition during the nine months ended September 30, 2024 and recorded a final gain on remeasurement of classification to held for sale of $0.9 million after recording final transaction and related expenses (for a total loss on disposal of approximately $8.6 million). There were no current assets, current liabilities, or noncurrent liabilities of discontinued operations for the year ended December 31, 2023, as the disposal group consisted of intangible assets, net, and goodwill. The Company had continuing involvement with Commerce Media through a transition services agreement, pursuant to which the Company and Commerce Media provided certain services to each other for a period of time following the Disposition (specifically, from February 21, 2024 until August 31, 2024). For the three and nine months ended September 30, 2024, the Company collected a total of $1.5 million related to the transition services agreement. Additionally, the Company and Commerce Media entered into a space sharing agreement whereby Commerce Media paid the Company a one-time fee of approximately $2.8 million for the use of certain office space in the Company’s corporate headquarters from February 21, 2024 until June 30, 2025 (or such earlier date that the underlying sublease or master lease either expires or is terminated). License of BuzzFeed, Tasty, and HuffPost’s U.K. Operations On March 28, 2024, BuzzFeed Media Enterprises, Inc., BuzzFeed UK Ltd., and TheHuffingtonPost.com, Inc., all of which are wholly-owned subsidiaries of the Company, entered into a license agreement and an ancillary asset purchase and employee transfer agreement and IT services agreement with Independent Digital News and Media Limited (“IDNM”). Under the license agreement, the above-referenced entities have granted IDNM a license to use the intellectual property, websites, social media accounts, and content of the BuzzFeed, Tasty and HuffPost brands in the U.K. The initial term is five years, unless earlier terminated pursuant to the terms of the license agreement. All employees who support the BuzzFeed, Tasty and HuffPost brands were transferred to IDNM as of April 1, 2024. Pursuant to the license agreement, IDNM will pay an annual license fee of between £0.3 million and £0.5 million (or approximately between $0.3 million and $0.6 million as of September 30, 2024), plus a net revenue share of 25% if certain criteria are met, as set forth in the license agreement. Sale of BringMe Brand On June 13, 2024, the Company sold 100% of the assets related to the digital media brand known as BringMe for approximately $1.3 million in cash consideration, which is payable in installments through 2028 ($0.4 million of which was paid as of September 30, 2024). As disclosed in Note 8 herein, the Company is required to repay 95% of the net proceeds for any asset sales to the holders of the Notes. As such, approximately $0.3 million was repaid on June 21, 2024, and the remainder will be repaid in-line with the aforementioned installment schedule). BringMe did not have a material impact on the Company’s net loss for any period presented herein.

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration