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United States securities and exchange commission logo
May 4, 2022
Felicia DellaFortuna
Chief Financial Officer
BuzzFeed, Inc.
111 East 18th Street
New York, NY 10003
Re: BuzzFeed, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed March 30,
2022
Form 8-K Furnished
March 22, 2022
File No. 001-39877
Dear Ms. DellaFortuna:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Company Overview, page 43
1. You indicate that as a
result of certain actions described related to your operations you
have achieved
profitability; however, it would appear you generated net income in 2021
primarily due to the
change in fair value of the derivative liability and an income tax
benefit, neither of
which seem to relate to these actions. Please revise here to indicate to
which period you are
referring. In this regard, we note similar disclosures on page 5 that
refer to achieving
profitability in 2020. To the extent you are referring to fiscal 2021 here,
revise to more
accurately describe the reasons for your profitability.
Felicia DellaFortuna
FirstName
BuzzFeed, LastNameFelicia DellaFortuna
Inc.
Comapany
May 4, 2022NameBuzzFeed, Inc.
May 4,
Page 2 2022 Page 2
FirstName LastName
Executive Overview, page 45
2. You disclose that the Time Spent metric excludes time spent with your
content on
platforms for which you do not have advertising capabilities. Please
revise to indicate
which major social platforms these include, such as TikTok and
Instagram, in order to
clarify advertising revenue is not generated from all of those listed
on page 43.
Comparison of results for the years ended December 31, 2021, 2020 and 2021
Revenue, page 48
3. You disclose that excluding the impact of Complex Networks,
advertising revenue from
third party platforms decreased, reflecting, in part, a 16% decline in
the number of
programmatic impressions delivered. In your response letter dated
October 29, 2021, you
explained that approximately 24% of your 2020 advertising revenue was
generated from
sources for which you are unable to obtain impression data. Please
tell us whether and
how these circumstances have changed such that the 16% decline in the
number of
impressions in 2021 is representative of impression data from all
advertising revenue
sources. If circumstances have not changed, tell us why you now
believe such disclosure
is a fair representation of the degree of monetization of your
audience and revise to
disclose the limitations of this information.
Notes to Consolidated Financial Statements
Note 9. Debt, page 83
4. We note that you bifurcated a derivative liability representing the
conversion option in
your $150.0 million of unsecured convertible notes. Please tell us how
you considered
whether the contract is indexed to your own stock such that you would
meet the scope
exception in ASC 815-10-15-74 and 815-40-15, and not account for the
contract as a
derivative instrument. In this regard, it appears that following the
closing of the business
combination with 890 5th Avenue Partners, Inc., the conversion price
for the notes is
fixed.
Note 18. Segment Information, page 94
5. You state on page 16 that many of your customers purchase their
advertising services
through one of several large advertising agency holding companies.
Please tell us whether
any one advertising agency holding company accounted for more than 10%
of your
revenue during any period presented. If so, revise to disclose the
amount or percentage of
revenue attributable to such holding company. In this regard, a group
of entities known to
be under common control are considered to be a single customer
pursuant to the guidance
in ASC 280-10-50-42. Also, if applicable please provide disclosures
regarding
concentration of credit risk pursuant to ASC 825-10-50-20.
Felicia DellaFortuna
BuzzFeed, Inc.
May 4, 2022
Page 3
Form 8-K Furnished March 22, 2022
Exhibit 99.1, page 1
6. You disclose Adjusted EBTIDA as a percentage of revenue but do not
disclose the
comparable GAAP margin. Please revise to include the comparable GAAP
margin
measure, net income as a percentage of revenue, with greater
prominence. Refer to Item
10(e)(1)(i)(A) or Regulation S-K and Question 102.10 of the Non-GAAP
CD&Is.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 with any
questions.
FirstName LastNameFelicia DellaFortuna Sincerely,
Comapany NameBuzzFeed, Inc.
Division of
Corporation Finance
May 4, 2022 Page 3 Office of
Technology
FirstName LastName