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Held for Sale, Discontinued Operations, and Disposals
 12 Months Ended
Dec. 31, 2023
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:
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. Additionally, the Company concluded the ultimate disposal will represent a strategic shift that will have 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.
In February 2024, the Company completed the sale of certain assets relating to the business of Complex Networks (i.e., 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. See Note 23 herein for further details about the Disposition.
Details of net (loss) income from discontinued operations, net of taxes, are as follows:
For the Year Ended December 31,
20232022
20211
Revenue$58,292 $94,120 $13,760 
Costs and Expenses
Cost of revenue, excluding depreciation and amortization44,646 67,467 8,382 
Sales and marketing11,387 23,969 1,748 
General and administrative1,816 6,297 3,858 
Research and development2,143 3,497 265 
Depreciation and amortization10,809 10,810 767 
Impairment expense— 38,036 — 
Total costs and expenses70,801 150,076 15,020 
Loss from discontinued operations
(12,509)(55,956)(1,260)
Loss from classification to held for sale
(9,462)— — 
Interest expense, net(7,019)(5,564)(389)
Loss from discontinued operations before income taxes
(28,990)(61,520)(1,649)
Income tax benefit
— (677)(23,655)
Net (loss) income from discontinued operations, net of taxes
$(28,990)$(60,843)$22,006 
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(1) The Company acquired Complex Networks on December 3, 2021, and therefore only approximately one month of activity is presented within loss from discontinued operations, net of tax for the year ended December 31, 2021.
Allocated general corporate overhead costs do not meet the criteria to be presented within net (loss) income from discontinued operations, net of tax, and were excluded from all figures presented in the table above.
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 and 2021, the Company recorded an income tax benefit in discontinued operations as a result of the partial release of the Company’s U.S. valuation allowance, as the Business Combination, which was consummated during 2021, created a source of income of future taxable income.
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 outstanding under the Notes (i.e., approximately 20.6%), leaving approximately $119.1 million aggregate principal amount of Notes outstanding as of March 7, 2024. 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. Refer to Note 23 herein for further details on this repayment.
Details of the assets of discontinued operations are as follows:
December 31,
2023		December 31,
2022
Intangible assets, net$79,481 $90,291 
Goodwill34,070 34,070 
Valuation allowance(9,462)— 
Noncurrent assets of discontinued operations, net of valuation allowance$104,089 $124,361 
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.
There were no current assets, current liabilities, or noncurrent liabilities of discontinued operations for any periods presented as the disposal group consisted of intangible assets, net, and goodwill.
The Company has continuing involvement with Commerce Media through a transition services agreement, through which the Company and Commerce Media are to provide certain services to each other for a period of time following the Disposition (specifically, for an initial term of 180 days from February 21, 2024, with two additional consecutive terms of 90 days each, at Commerce Media’s discretion). Additionally, the Company and Commerce Media entered into a space sharing agreement whereby Commerce Media will license a portion of the Company’s corporate headquarters (see Note 23 herein for additional details). For the year ended December 31, 2023, we did not collect any cash related to these activities.
Dispositions of HuffPost Italy, HuffPost Korea and HuffPost France:
During 2021 the Company disposed of its 51% ownership interests in HuffingtonPost Italia S.R.L (“HuffPost Italy”), HuffingtonPost Korea, Ltd. (“HuffPost Korea”), and Le HuffingtonPost SAS (“HuffPost France”) for nominal consideration and recognized losses on disposition of $1.2 million. HuffPost Italy, HuffPost Korea, and HuffPost France did not have a material impact on the Company’s net loss for the year ended December 31, 2021.