UNITED STATES
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FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure
On May 25, 2022 at the annual meeting of stockholders of BuzzFeed, Inc. (the “Company”), Jonah Peretti, CEO of the Company, stated that, as the Company has previously announced in its latest earnings release, for the second quarter of 2022 the Company expects that its overall revenue will grow by a low 20’s percentage year over year and surpass $100 million for the first time in the Company’s history. In addition, Mr. Peretti said that the Company expects to be Adjusted EBITDA profitable for the second quarter and the full year of 2022.
This Current Report on Form 8-K is being furnished solely to satisfy the requirements of Regulation FD in light of such disclosure. The information furnished pursuant to this Current Report on Form 8-K shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.
Forward-Looking Statements
The statements contained above regarding the Company’s revenues and Adjusted EBITDA constitute 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. 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 (the “SEC”). 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 the 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.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure and represents a key metric 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 income (loss), excluding the impact of net income (loss) attributable to noncontrolling interests, income tax provision (benefit), interest expense, interest income, other income, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.
We believe Adjusted EBITDA is relevant and useful information for investors because it allows 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 our Adjusted EBITDA 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 should not be considered a substitute for measures prepared in accordance with GAAP. Reconciliations of historical non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included in our earnings releases which have been furnished to the SEC. Reconciliations of forward-looking non-GAAP financial measures are not presented because, in accordance with SEC rules, they are not available without unreasonable effort.
SIGNATURE
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: | May 25, 2022 | ||
| BuzzFeed, Inc. | |||
| By: | /s/ Jonah Peretti | ||
| Name: Jonah Peretti | |||
| Title: Chief Executive Officer | |||
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