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Held for Sale, Discontinued Operations, and Disposals | 12 Months Ended
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Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Held for Sale, Discontinued Operations, and Disposals | Held for Sale, Discontinued Operations, and Disposals Held for Sale and Discontinued Operations: Complex Disposition 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. 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 represented a strategic shift that had a major effect on the Company’s operations and financial results. Therefore, the historical results of Complex Networks are classified as discontinued operations for all periods presented herein. 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 Complex 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 received in cash upon closing on February 21, 2024. In connection with the Complex Disposition, the Company was required to (i) repurchase approximately $30.9 million of Notes, and (ii) repay approximately $33.8 million outstanding under the Revolving Credit Facility, plus accrued and unpaid interest of $0.7 million (such amounts were repurchased / repaid shortly after the Complex Disposition; refer to note 8 herein for additional details). 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 Complex 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. 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 operations of the Complex Disposition. Details of net loss from discontinued operations, net of taxes, are as follows (for the Complex Disposition):
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Revenue | $ | 2,115 |  |  | $ | 58,292 |  |  | $ | 94,120 |
Costs and Expenses |  |  |  |  |
Cost of revenue, excluding depreciation and amortization | 3,500 |  |  | 44,646 |  |  | 67,467 |
Sales and marketing | 1,046 |  |  | 11,387 |  |  | 23,969 |
General and administrative | 225 |  |  | 1,816 |  |  | 6,297 |
Research and development | 344 |  |  | 2,143 |  |  | 3,497 |
Depreciation and amortization | — |  |  | 10,809 |  |  | 10,810 |
Impairment expense | — |  |  | — |  |  | 38,036 |
Total costs and expenses | 5,115 |  |  | 70,801 |  |  | 150,076 |
Loss from discontinued operations | (3,000) |  |  | (12,509) |  |  | (55,956) |
Loss on partial debt extinguishment | (4,919) |  |  | — |  |  | — |
Gain (loss) on remeasurement of classification to held for sale | 854 |  |  | (9,462) |  |  | — |
Other expense, net | (292) |  |  | — |  |  | — |
Interest expense, net | (1,230) |  |  | (7,019) |  |  | (5,564) |
Loss from discontinued operations before income taxes | (8,587) |  |  | (28,990) |  |  | (61,520) |
Income tax provision (benefit) | 963 |  |  | — |  |  | (685) |
Net loss from discontinued operations, net of tax | $ | (9,550) |  |  | $ | (28,990) |  |  | $ | (60,835) |
Financial results of Complex Networks for the year ended December 31, 2024 are through the date of the Complex Disposition, February 21, 2024. Allocated general corporate overhead costs do not meet the criteria to be presented within net loss from discontinued operations, net of tax, and were excluded from all figures presented in the table above. For the year ended December 31, 2024, there was tax expense related to discontinued operations as a result of non-deductible permanent differences and state taxes related to the Complex Disposition, offset with release in valuation allowance and excess tax benefits related to foreign derived intangible income (“FDII”). For the year ended December 31, 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. For the year ended December 31, 2022, the Company recorded an income tax benefit in discontinued operations as a result of non-deductible permanent differences and state taxes related to the Complex Disposition, offset with a partial release in valuation allowance and excess tax benefits related to FDII. Details of the assets of discontinued operations are 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 gain (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 Complex Disposition on February 21, 2024, and recorded a final gain on measurement 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 Complex Disposition) for any periods presented as the disposal group consisted of intangible assets, net, and goodwill. The Company had continuing involvement with Commerce Media through a transition services agreement, through 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 year ended December 31, 2024 the Company collected a total of $1.5 million related to the transition services agreement. Concurrent with the closing of the Complex 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 our 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). First We Feast Disposition As of December 1, 2024, the Company determined the assets and liabilities (disposal group) of First We Feast met the criteria for classification as held for sale. The Company sold First We Feast to finalize its strategy to refocus its business around higher-margin revenue streams such as programmatic advertising and affiliate commerce, as well as tech-led initiatives. As such, the Company determined the ultimate disposal represented a strategic shift that will have a major effect on the Company’s operations and financial results. Therefore, the historical results of First We Feast are classified as discontinued operations for all periods presented herein. On December 11, 2024, a wholly-owned subsidiary of the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with FEAST OPCO LLC (the “Purchaser”), providing for the sale by the Company to the Purchaser of certain assets and liabilities related to the Company’s business operating under the “First We Feast” brand (i.e., the First We Feast Disposition). The First We Feast Disposition closed on December 11, 2024, immediately following entry into the Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, the Purchaser purchased certain assets and assumed certain liabilities related to the business of First We Feast, and, at the Closing, paid a purchase price of $82.5 million, which gives effect to certain closing adjustments for net working capital and accrued employee compensation. Pursuant to the indenture governing the Notes, the Company is required to remit 95% of the net proceeds of asset sales to the holders of the Notes. Prior to the sale of the First We Feast brand, on December 10, 2024, the Company entered into privately negotiated transactions with certain holders of the Notes, in which the Company agreed to repurchase approximately $12.0 million aggregate principal amount of Notes from such holders on December 11, 2024. After giving effect to such Private Repurchase of $12.0 million of the Notes (together with accrued and unpaid interest), the redemption of $75.6 million of Notes with 95% of the net proceeds of the First We Feast Transaction (together with accrued and unpaid interest) and the redemption / repurchase of $1.2 million of Notes with cash on hand (together with accrued and unpaid interest), approximately $30.0 million aggregate principal amount of Notes remained outstanding as of December 31, 2024. Refer to Note 8 herein for additional details. Details of net income (loss) from discontinued operations, net of taxes, are as follows (for the First We Feast Disposition):
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Revenue | $ | 29,338 |  |  | $ | 22,236 |  |  | $ | 16,777 |
Costs and Expenses |  |  |  |  |
Cost of revenue, excluding depreciation and amortization | 15,867 |  |  | 12,584 |  |  | 9,811 |
Sales and marketing | 3,150 |  |  | 3,047 |  |  | 3,220 |
Depreciation and amortization | 1,474 |  |  | 1,608 |  |  | 1,608 |
Impairment expense | — |  |  | — |  |  | 15,918 |
Total costs and expenses | 20,491 |  |  | 17,239 |  |  | 30,557 |
Income (loss) from discontinued operations | 8,847 |  |  | 4,997 |  |  | (13,780) |
Gain on sale | 42,600 |  |  | — |  |  | — |
Loss on partial debt extinguishment | (6,866) |  |  | — |  |  | — |
Interest expense, net | (9,376) |  |  | (9,617) |  |  | (9,170) |
Income (loss) from discontinued operations before income taxes | 35,205 |  |  | (4,620) |  |  | (22,950) |
Income tax provision (benefit) | 1,627 |  |  | — |  |  | (18) |
Net income (loss) from discontinued operations | $ | 33,578 |  |  | $ | (4,620) |  |  | $ | (22,932) |
Financial results of First We Feast for the year ended December 31, 2024 are through the date of the First We Feast Disposition, December 11, 2024. 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. 63.6% of the historical interest expense associated with the Notes was allocated to the discontinued operation of First We Feast. The Company recorded a gain on sale of $42.6 million, attributed to the discontinued operations of the First We Feast Disposition. For the year ended December 31, 2024, there was tax expense related to discontinued operations as a result of non-deductible permanent differences and state taxes related to the First We Feast Disposition, offset with release in valuation allowance and excess tax benefits related to FDII. For the year ended December 31, 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. For the year ended December 31, 2022, the Company recorded an income tax benefit in discontinued operations as a result of non-deductible permanent differences and state taxes related to the First We Feast Disposition, offset with a partial release in valuation allowance and excess tax benefits related to FDII. Details of the assets and liabilities of discontinued operations were as follows:
|  |  | December 31, 2023
Accounts receivable, net |  |  | 4,723 |
Unbilled revenue |  |  | 750 |
Total current assets of discontinued operations |  |  | $ | 5,473 |
Goodwill |  |  | 14,258 |
Intangible assets, net |  |  | 13,751 |
Total noncurrent assets of discontinued operations |  |  | $ | 28,009 |
Accrued compensation |  |  | 745 |
Accounts payable |  |  | 669 |
Deferred revenue |  |  | 156 |
Total current liabilities of discontinued operations |  |  | $ | 1,570 |
The Company has continuing involvement with the Purchaser through a transition services agreement, pursuant to which the Company and the Purchaser provided certain services to each other for a period of time following the First We Feast disposition (specifically for an initial term from December 12, 2024 through June 11, 2025, unless earlier terminated or extended pursuant to the terms therein). For the year ended December 31, 2024, the Company collected a total of $0.4 million pursuant to the transition services agreement. Additionally, the Company and the Purchaser entered into space sharing licensing agreements pursuant to which the Purchaser licensed the use of certain office space within the Company’s offices in New York, New York, and Los Angeles, California, for $0.1 million per month through May 31, 2025, unless earlier terminated in accordance with such agreements. 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 received as of December 31, 2024). As disclosed in Note 8 herein, the Company is required to remit 95% of the net proceeds for any asset sales to the holders of the Notes. As such, approximately $0.3 million of the Notes were repurchased on June 21, 2024, and the remainder will be repaid / repurchased 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. The Company received $0.3 million in February 2025, and remitted (i.e., repurchased) 95% to the holders of the Notes. Refer to Note 22 herein for additional details. 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 December 31, 2024), plus a net revenue share of 25% if certain criteria are met, as set forth in the license agreement.

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- 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
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