Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Complex Networks Acquisition

On December 3, 2021, in conjunction with the Business Combination, the Company completed the acquisition of 100% of the members’ interests of Complex Networks (the “Complex Networks Acquisition”).

The following table summarizes the fair value of consideration exchanged as a result of the Complex Networks Acquisition:


Cash consideration(1)	$	197,966
Share consideration(2)	96,200
Total consideration	$	294,166

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(1) — Includes the cash purchase price of $200.0 million adjusted for certain closing specified liabilities as specified in the Membership Interest Purchase Agreement, dated as of March 27, 2021, by and among Legacy BuzzFeed, CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC, and HDS II, Inc.

(2) — Represents 10,000,000 shares of our Class A common stock at a price of $9.62 per share, which is based on the closing stock price of our Class A common stock on the Closing Date.

The following table summarizes the determination of the fair value of identifiable assets acquired and liabilities assumed as part of the Complex Networks Acquisition. During the year ended December 31, 2022, the Company finalized the fair value of assets acquired and liabilities assumed. Measurement period adjustments were reflected during the year

ended December 31, 2022, which is the period in which the adjustments occurred. The adjustments resulted from new information obtained about facts and circumstances that existed as of the acquisition date.


	Preliminary		Measurement Period Adjustments		Final
Cash	$	2,881	$	—	$	2,881
Accounts receivable	22,581		11		22,592
Prepaid and other current assets	17,827		281		18,108
Property and equipment	332		(15)		317
Intangible assets	119,100		—		119,100
Goodwill	189,391		(909)		188,482
Accounts payable	(2,661)		—		(2,661)
Accrued expenses	(12,319)		(803)		(13,122)
Accrued compensation	(12,867)		349		(12,518)
Deferred revenue	(5,855)		(48)		(5,903)
Deferred tax liabilities	(22,776)		1,134		(21,642)
Other liabilities	(1,468)		—		(1,468)
Total consideration for Complex Networks	$	294,166	—		$	294,166

The table below indicates the estimated fair value of each of the identifiable intangible assets:


	Asset Fair Value	Weighted Average Useful Life (Years)
Trademarks & tradenames	97,000	15
Customer relationships	17,000	4
Developed technology	5,100	3

The fair values of the intangible assets were estimated using Level 3 inputs. The fair value of trademarks and trade names was determined using the relief from royalty method, the fair value of customer relationships was determined using the multi-period excess earnings approach, and the fair value of acquired technology was determined using the replacement cost approach. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired resulted in $188.5 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes.

The Complex Networks Acquisition contributed $18.5 million of revenue and $1.2 million of net income for the year ended December 31, 2021, which included the revenue and net income of First We Feast.

Pro Forma Financial Information

The following unaudited pro forma information has been presented as if the Complex Networks Acquisition occurred on January 1, 2020. The information is based on the historical results of operations of Complex Networks, adjusted for:

1.The allocation of purchase price and related adjustments, including adjustments to amortization expense related to the fair value of intangible assets acquired;

2.Impacts of issuance of the Notes to partially fund the acquisition, including interest;

3.The movement and allocation of all acquisition-related costs incurred during the twelve months ended December 3, 2021 to the twelve months ended December 31, 2020;

4.Associated tax-related impacts of adjustments; and

5.Changes to align accounting policies.

The pro forma results do not necessarily represent what would have occurred if the Complex Networks Acquisition had taken place on January 1, 2020, nor do they represent the results that may occur in the future. The pro forma adjustments were based on available information and upon assumptions that the Company believes are reasonable to reflect the impact of this acquisition on the Company’s historical financial information on a supplemental pro forma basis. Pro forma combined revenue and net loss was $510.7 million and $6.7 million, respectively, for the year ended December 31, 2021.