Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 13, 2023
BuzzFeed, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
 incorporation or organization)
 File Number)
(I.R.S. Employer
 Identification Number)
229 West 43rd Street
New York, New York 10036
(Address of registrant’s principal executive offices, and zip code)
(646) 589-8592
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class 
Name of each exchange
 on which registered
Class A Common Stock, $0.0001 par value per share BZFD The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share BZFDW The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.
On March 13, 2023, BuzzFeed, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the fourth quarter and full year ended December 31, 2022. The Company also announced that it would be holding a conference call on March 13, 2023 to discuss its financial results. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included under Item 2.02 of this Current Report on Form 8-K and the exhibits hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it been deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On March 13, 2023, the Company posted supplemental investor materials on the Investors Relations section of its website, available at The Company announces material information to the public through filings with the Securities and Exchange Commission, the investor relations page on the Company’s website, press releases, public conference calls and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.
Any updates to the list of disclosure channels through which the Company announces information will be posted on the investor relations page on the Company’s website.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:March 13, 2023  
  BuzzFeed, Inc.
  By: /s/ Jonah Peretti
   Name: Jonah Peretti
   Title: Chief Executive Officer

Exhibit 99.1
BuzzFeed, Inc. Announces Fourth Quarter and Full Year 2022 Financial Results

Delivered Q4 Results in line with November outlook

NEW YORK – (March 13, 2023)BuzzFeed, Inc. (“BuzzFeed” or the “Company”) (Nasdaq: BZFD), a premier digital media company for the most diverse, most online, and most socially engaged generations the world has ever seen, today announced financial results for the full year and fourth quarter ended December 31, 2022.

“There's no denying that 2022 was a tough year for digital media. The challenges we faced in Q4 are also impacting us in Q1 2023, and it is clear we have more work to do to realize the full potential of our combined brand portfolio,” said Jonah Peretti, BuzzFeed Founder & CEO. “As we work to address these challenges, our value proposition continues to resonate strongly in the marketplace. With iconic brands, a massive audience and a differentiated technology platform, we occupy a unique position in the ecosystem of audiences, creators, platforms and advertisers. And, our work in the exciting new areas of creators and artificial intelligence are continuing to lead the way in defining the future of media.”

Full-Year 2022 Financial and Operational Highlights1
Including Complex Networks in the 2022 results, BuzzFeed delivered full year revenues of $436.7 million, growing 10% compared to 2021
Advertising revenue, consisting of payments we receive from advertisers for ads distributed against our editorial and news content, including display and pre-roll, was approximately flat at $202.8 million
Content revenue, consisting of payments received from clients for custom assets, including both short-form and long-form ranging from branded quizzes to Instagram takeovers to feature films and content licensing, grew 27% year-over-year to $165.8 million
Commerce and other revenues, which includes affiliate marketplace, product licensing and events revenue, grew 11% year-over-year to $68.1 million
Net loss was $201.3 million, including a non-cash goodwill impairment charge of $102.3 million, compared to net income of $25.9 million in 2021
Adjusted EBITDA2 was $0.5 million, compared to Adjusted EBITDA of $41.5 million in 2021
Growth in Time Spent on our owned and operated properties was more than offset by declines on third-party platforms, resulting in a 21% decline in overall Time Spent, to 624 million hours.
BuzzFeed ended the year with cash and cash equivalents of approximately $56 million. As of March 10, 2023, the majority of the Company’s cash and cash equivalents balance were held at Silicon Valley Bank. However, in a joint statement released by the U.S. Department of the Treasury, the Federal Reserve, and the Federal Deposit Insurance Corporation, the U.S. government reassured that all depositors will be fully protected. The Company is accessing its funds and does not currently anticipate any disruption to its ongoing operations.

Fourth Quarter 2022 Financial and Operational Highlights1
Including Complex Networks in the 2022 results, BuzzFeed delivered Q4 revenues of $134.6 million, declining 8% compared to the fourth quarter of 2021
Advertising revenue declined 27% year-over-year to $50.5 million
Content revenue declined 9% year-over-year to $54.8 million
Commerce and other revenues grew 76% year-over-year to $29.3 million
Net loss was $106.2 million, including a non-cash goodwill impairment charge of $102.3 million, compared to a net income of $41.6 million in the fourth quarter of 2021
1 2021 actual results include Complex Networks as of December 2021.
2 Adjusted EBITDA is a non-GAAP financial measure. Please refer to “Non-GAAP Financial Measures” below for a description of how it is calculated and the tables at the back of this earnings release for a reconciliation of our GAAP and non-GAAP results.

Adjusted EBITDA2 was $17.6 million, compared to Adjusted EBITDA of $34.2 million in the fourth quarter of 2021
Growth in Time Spent on our owned and operated properties was more than offset by declines on third-party platforms, resulting in a 27% decline in overall Time Spent, to 135 million hours.

First Quarter 2023 Financial Outlook

For the first quarter of 2023:
We expect overall revenues in the range of $61 to $67 million
We expect Adjusted EBITDA losses in the range of $18 to $25 million
These statements are forward-looking and actual results may differ materially as a result of many factors. Refer to “Forward-Looking Statements” below for information on factors that could cause our actual results to differ materially from these forward-looking statements.

Please see “Non-GAAP Financial Measures” below for a description of how Adjusted EBITDA is calculated. While Adjusted EBITDA is a non-GAAP financial measure, we have not provided guidance for the most directly comparable GAAP financial measure — net (loss) income — due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary to forecast such measure. Accordingly, a reconciliation of non-GAAP guidance for Adjusted EBITDA to the corresponding GAAP measure is not available.

Quarterly Conference Call

BuzzFeed’s management team will hold a conference call to discuss our fourth quarter and full year 2022 results today, March 13, at 5PM ET. The call will be available via webcast at under the heading News & Events. To participate via telephone, please dial 833-634-1260 (toll-free) or 412-317-6021 (international) and ask to join the BuzzFeed, Inc. call. A replay of the call will be made available at the same URL.

We have used, and intend to continue to use, the Investor Relations section of our website at as a means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.


BuzzFeed reports revenues across three primary business lines: Advertising, Content and Commerce and other. The definition of “Time Spent” is also set forth below.
Advertising revenues consist primarily of payments we receive from advertisers for ads distributed against our editorial and news content, including display, pre-roll and mid-roll video products sold directly to brands and also programmatically. We distribute these ad products across our owned and operated sites as well as third-party platforms, primarily Facebook, YouTube, and Apple News.
Content revenues consist primarily of payments received from clients for custom assets, including both long-form and short-form content, from branded quizzes to Instagram takeovers to sponsored content. Revenues for film and TV projects produced by BuzzFeed Studios and Complex Networks are also included here.
Commerce and other revenues consist primarily of affiliate commissions earned on transactions initiated from our editorial shopping content. Revenues from our product licensing businesses are also included here. Additionally, we generate other revenues from the production of live and virtual events such as ComplexCon and ComplexLand.

Time Spent captures the time audiences spend engaging with our content across our owned and operated sites, as well as YouTube and Apple News, as measured by Comscore, and on Facebook, as reported by Facebook. This metric excludes time spent with our content on platforms for which we do not have advertising capabilities that materially contribute to our Advertising revenues, including TikTok, Instagram, Snapchat and Twitter. There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore and Facebook to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities.

About BuzzFeed, Inc.
BuzzFeed, Inc. is home to the best of the internet. Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, and buy now, and into the future. Born on the internet in 2006, BuzzFeed, Inc. is committed to making it better: providing trusted, quality, brand-safe news and entertainment to hundreds of millions of people; making content on the internet more inclusive, empathetic, and creative; and inspiring our audience to live better lives.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and represent key metrics 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) income, excluding the impact of net (loss) income attributable to noncontrolling interests, income tax (benefit) provision, interest expense, net, other (income) expense, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, impairment expense, transaction-related costs, certain litigation costs, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue for the same period.

We believe Adjusted EBITDA and Adjusted EBITDA margin are relevant and useful information for investors because they allow investors to view performance in a manner similar to the method used by our management. There are limitations to the use of Adjusted EBITDA and Adjusted EBITDA margin and our Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered a substitute for measures prepared in accordance with GAAP. Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Our forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts (including our outlook for Q1 2023) or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “affect,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: (1) anticipated trends, growth rates, and challenges in our business and in the markets in which we operate; (2) demand for products and services and changes in traffic; (3) changes in the business and competitive environment in which we operate; (4) developments and projections relating to our competitors and the digital media industry; (5) the impact of national and local economic and other conditions and developments in technology, each of which could influence the levels (rate and volume) of our advertising, the growth of our business and the implementation of our strategic initiatives; (6) poor quality broadband infrastructure in certain markets; (7) technological developments including artificial intelligence; (8) our success in retaining or recruiting, or changes required in, officers, key employees or directors; (9) our business, operations and financial performance, including expectations with respect to our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder and future business plans and initiatives and growth opportunities; (10) our future capital requirements and sources and uses of cash, including, but not limited to, our ability to obtain additional capital in the future in a higher interest rate environment and any impacts of bank failures or any restrictions on our ability to access our cash and cash equivalents; (11) expectations regarding future acquisitions, partnerships or other relationships with third parties; (12) developments in the law and government regulation, including, but not limited to, revised foreign content and ownership regulations; (13) the anticipated impacts of current global supply chain disruptions, further escalation of tensions between Russia and Western countries and the related sanctions and geopolitical tensions, as well as further escalation of trade tensions between the United States and China; the inflationary environment; the tight labor market; the continued impact of the COVID-19 pandemic and evolving strains of COVID-19; and other macroeconomic factors on our business and

the actions we may take in the future in response thereto; and (14) our ability to maintain the listing of our Class A common stock and warrants on the Nasdaq Stock Market LLC.
The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the sections entitled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.



Media Contact
Carole Robinson, BuzzFeed:

Investor Relations Contact
Amita Tomkoria, BuzzFeed:

Financial Highlights

Three Months Ended December 31,Year Ended
December 31,
USD in thousands20222021% Change20222021% Change
Advertising$50,534 $69,101 (27%)$202,830 $205,794 (1%)
Commerce and other29,31816,67676%68,09461,57011%
Total revenue$134,623 $145,716 (8%)$436,674 $397,564 10%
Loss from operations$(106,036)$(7,337)NM$(184,307)$(25,154)NM
Net (loss) income$(106,186)$41,572 NM$(201,326)$25,876 NM
Adjusted EBITDA$17,555 $34,209 (49%)$488 $41,516 (99%)

NM: Not Meaningful

Consolidated Balance Sheets

USD in thousands
December 31,
December 31,
Current assets
Cash and cash equivalents$55,774 $79,733 
Accounts receivable (net of allowance for doubtful accounts of $1,879, and $1,094 as at December 31, 2022 and 2021)116,460 142,909 
Prepaid expenses and other current assets26,373 29,017 
Total current assets198,607 251,659 
Property and equipment, net17,774 23,052 
Right-of-use assets66,581 — 
Capitalized software costs, net19,259 16,554 
Intangible assets, net121,329 136,513 
Goodwill91,632 194,881 
Prepaid expenses and other assets14,790 14,555 
Total assets$529,972 $637,214 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable$29,329 $16,025 
Accrued expenses26,357 31,386 
Deferred rent— 4,894 
Deferred revenue8,836 1,676 
Accrued compensation31,052 37,434 
Current lease liabilities23,398 — 
Other current liabilities3,900 2,731 
Total current liabilities122,872 94,146 
Deferred rent— 12,504 
Noncurrent lease liabilities59,315 — 
Debt152,253 141,878 
Derivative liability180 4,875 
Warrant liabilities395 4,938 
Other liabilities403 3,992 
Total liabilities335,418 262,333 
Commitments and contingencies
Redeemable noncontrolling interest— 2,294 
Stockholders’ equity
Class A Common stock, $0.0001 par value; 700,000 shares authorized; 126,387 and 116,175 shares issued and outstanding at December 31, 2022 and 2021, respectively13 11 
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 6,678 and 12,397 shares issued and outstanding at December 31, 2022 and 2021, respectively
Class C Common stock, $0.0001 par value; 10,000 shares authorized; 6,478 shares issued and outstanding at December 31, 2022 and 2021
Additional paid-in capital716,233 695,869 
Accumulated deficit(523,063)(322,106)
Accumulated other comprehensive loss(1,968)(3,233)
Total BuzzFeed, Inc. stockholders’ equity 191,217 370,543 
Noncontrolling interests3,337 2,044 
Total stockholders’ equity194,554 372,587 
Total liabilities and stockholders' equity$529,972 $637,214 

Consolidated Statements of Operations

Three Months Ended December 31,
Year Ended
December 31,
USD in thousands
Revenue$134,623 $145,716 $436,674 $397,564 
Costs and Expenses
Cost of revenue, excluding depreciation and amortization78,479 71,494 261,815 207,397 
Sales and marketing18,454 20,811 71,262 54,981 
General and administrative25,353 47,278 117,734 112,552 
Research and development7,252 5,643 30,597 24,928 
Depreciation and amortization8,781 7,827 35,073 22,860 
Impairment expense102,340 — 104,500 — 
Total costs and expenses240,659 153,053 620,981 422,718 
(Loss) income from operations(106,036)(7,337)(184,307)(25,154)
Other (expense) income, net2,254 (2,223)(3,076)(3,974)
Interest expense, net(6,163)(1,746)(21,155)(2,885)
Change in fair value of warrant liabilities1,579 4,740 4,543 4,740 
Change in fair value of derivative liability1,170 26,745 4,695 26,745 
(Loss) income before income taxes (107,196)20,179 (199,300)(528)
Income tax provision (benefit) (1,010)(21,393)2,026 (26,404)
Net (loss) income(106,186)41,572 (201,326)25,876 
Net income attributable to the redeemable noncontrolling interest— 724 164 936 
Net (loss) income attributable to noncontrolling interests(744)401 (533)228 
Net (loss) income attributable to BuzzFeed, Inc.$(105,442)$40,447 $(200,957)$24,712 
Net loss attributable to holders of Class A, Class B and Class C common stock:
Basic$(105,442)$316 $(200,957)$— 
Diluted$(105,442)$— $(200,957)$(716)
Net loss per Class A, Class B and Class C common share:
Basic$(0.75)$0.01 $(1.45)$— 
Diluted$(0.75)$— $(1.45)$(0.03)
Weighted average common shares outstanding:

Consolidated Statements of Cash Flows
For the Year Ended December 31,
USD in thousands
Operating activities:
Net (loss) income $(201,326)$25,876 $11,156 
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization35,073 22,860 17,486 
Unrealized loss (gain) on foreign currency5,389 1,824 (2,623)
Stock based compensation21,605 23,565 1,189 
Change in fair value of warrants(4,543)(4,740)— 
Change in fair value of derivative liability(4,695)(26,745)— 
Issuance costs allocated to derivative liability— 1,424 — 
Amortization of debt discount and deferred issuance costs5,375 326 — 
Deferred income tax(1,594)(28,087)112 
Loss on disposition of subsidiaries— 1,234 711 
(Gain) loss on disposition of assets(500)220 254 
Loss on extinguishment of debt— — 600 
Unrealized gain on investment(1,260)— (500)
Provision for doubtful accounts785 (161)322 
Impairment expense104,500 — — 
Noncash lease expense19,870 — — 
Changes in operating assets and liabilities:
Accounts receivable23,941 (12,951)(7,086)
Prepaid expenses and other current assets and prepaid expenses and other assets2,540 2,361 2,537 
Accounts payable11,582 3,546 (1,521)
Deferred rent— (4,456)397 
Accrued compensation(5,663)2,307 1,429 
Accrued expenses, other current liabilities and other liabilities (2,841)(1,847)2,086 
Lease liabilities(23,249)— — 
Deferred revenue7,154 (5,759)1,004 
Cash (used in) provided by operating activities(7,857)797 27,553 
Investing activities:
Business acquisitions, net of cash acquired — (189,885)— 
Capital expenditures(5,424)(4,983)(4,708)
Capitalization of internal-use software(12,361)(11,039)(9,830)
Proceeds from sale of asset500 — — 
Cash of disposed subsidiaries, less proceeds on disposition— (2,121)(265)
Cash used in investing activities(17,285)(208,028)(14,803)
Financing activities:
Proceeds from reverse recapitalization, net of costs — (11,652)— 
Proceeds from issuance of common stock— 35,000 — 
Payment for shares withheld for employee taxes(1,698)— — 
Deferred reverse recapitalization costs(585)— — 
Proceeds from issuance of convertible notes, net of issuance costs— 143,806 — 
Proceeds from exercise of stock options459 6,975 159 
Borrowings from revolving credit facility5,000 9,000 19,896 
Payments on revolving credit facility— (1,306)— 
Borrowings from secured borrowing facility— — 217,382 
Repayments on secured borrowing facility— — (217,982)
Cash provided by financing activities3,176 181,823 19,455 
Effect of currency translation on cash and cash equivalents (1,993)(985)(103)
Net (decrease) increase in cash, cash equivalents and restricted cash (23,959)(26,393)32,102 
Cash, cash and cash equivalents and restricted cash at beginning of year 79,733 106,126 74,024 
Cash, cash and cash equivalents and restricted cash at end of year $55,774 $79,733 $106,126 

Reconciliation of GAAP to Non-GAAP

Three Months Ended December 31,
Year Ended
December 31,
USD in thousands
Net (loss) income$(106,186)$41,572 $(201,326)$25,876 
Income tax (benefit) provision(1,010)(21,393)2,026 (26,404)
Interest expense, net6,163 1,746 21,155 2,885 
Other (income) expense, net(2,254)2,223 3,076 3,974 
Depreciation and amortization8,781 7,827 35,073 22,860 
Stock-based compensation2,745 22,715 21,605 23,565 
Change in fair value of warrant liabilities(1,579)(4,740)(4,543)(4,740)
Change in fair value of derivative liability(1,170)(26,745)(4,695)(26,745)
9,725 — 15,043 3,645 
Impairment expense2
102,340 — 104,500 — 
Transaction costs3
— 9,699 5,132 15,295 
Litigation costs4
— — 1,920 — 
Public company readiness costs5
— 1,305 1,522 1,305 
Adjusted EBITDA$17,555 $34,209 $488 $41,516 
Adjusted EBITDA margin13 %23 %— %10 %
Net (loss) income as a percentage of revenue6
(79)%29 %(46)%%

(1) For the year ended December 31, 2022, represents costs associated with certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better service audience demands, and costs incurred as part of a strategic repositioning of BuzzFeed News. Additionally, for the year ended December 31, 2022, represents costs associated with the reduction in workforce plan, which is intended to reduce the Company’s costs in response to a combination of factors, including (i) challenging macroeconomic conditions; (ii) completing the integration of Complex Networks and eliminating redundancies; and (iii) an ongoing audience shift to short-form, vertical video, which is still developing from a monetization standpoint. For the year ended December 31, 2021, reflect costs associated with involuntary terminations of employees across various roles and levels as part of the integration of the HuffPost Acquisition. 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.

(2) Reflects aggregate non-cash impairment expenses recorded during the year ended December 31, 2022 associated with goodwill impairment of $102.3 million and $2.2 million related to certain long-lived assets of our former corporate headquarters which was fully subleased during the third quarter of 2022.

(3) Reflects transaction-related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or contemplated transaction and include professional fees, integration expenses, and certain costs related to integrating and converging IT systems.

(4) Reflects costs related to litigation that are outside the ordinary course of our business. We believe it is useful to exclude such charges because we do not consider such amounts to be part of the ongoing operations of our business and because of the singular nature of the claims underlying the matter.

(5) Reflects one-time initial set-up costs associated with the establishment of our public company structure and processes.

(6) Net (loss) income as a percentage of revenue is included as the most comparable GAAP measure to Adjusted EBITDA margin, which is a Non-GAAP measure.