Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Registrant Name | CURIOSITYSTREAM INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 52,961,067 | ||
Entity Public Float | $ 47.8 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001776909 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39139 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1797523 | ||
Entity Address, Address Line One | 8484 Georgia Ave | ||
Entity Address, Address Line Two | Suite 700 | ||
Entity Address, City or Town | Silver Spring | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20910 | ||
City Area Code | 301 | ||
Local Phone Number | 755-2050 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Baltimore, Maryland | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | CURI | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | CURIW | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per share | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 40,007 | $ 15,216 |
Restricted cash | 500 | 2,331 |
Short-term investments in debt securities | 14,986 | 65,833 |
Accounts receivable, net | 10,899 | 23,493 |
Other current assets | 3,118 | 6,413 |
Total current assets | 69,510 | 113,286 |
Investments in debt securities | 15,430 | |
Investments in equity method investees | 10,766 | 9,987 |
Property and equipment, net | 1,094 | 1,342 |
Content assets, net | 68,502 | 72,682 |
Intangibles, net | 251 | 1,369 |
Goodwill | 2,793 | |
Operating lease right-of-use assets | 3,702 | |
Other assets | 288 | 689 |
Total assets | 154,113 | 217,578 |
Current liabilities | ||
Content liabilities | 2,862 | 9,684 |
Accounts payable | 6,065 | 3,428 |
Accrued expenses and other liabilities | 7,752 | 12,429 |
Deferred revenue | 14,281 | 22,430 |
Total current liabilities | 30,960 | 47,971 |
Warrant liability | 257 | 5,661 |
Non-current operating lease liabilities | 4,648 | |
Other liabilities | 622 | 2,011 |
Total liabilities | 36,487 | 55,643 |
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value – 125,000 shares authorized as of December 31, 2022 and December 31, 2021; 52,853 shares issued and outstanding as of December 31, 2022; 52,677 shares issued and outstanding as of December 31, 2021 | 5 | 5 |
Additional paid-in capital | 358,760 | 352,334 |
Accumulated other comprehensive loss | (40) | (222) |
Accumulated deficit | (241,099) | (190,182) |
Total stockholders' equity (deficit) | 117,626 | 161,935 |
Total liabilities and stockholders' equity (deficit) | $ 154,113 | $ 217,578 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000 | 125,000 |
Common stock, shares issued | 52,853 | 52,677 |
Common stock, shares outstanding | 52,853 | 52,677 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 78,043 | $ 71,261 |
Operating expenses | ||
Cost of revenues | 51,536 | 36,673 |
Advertising and marketing | 40,709 | 52,208 |
General and administrative | 37,479 | 34,859 |
Impairment of goodwill and intangible assets | 3,603 | |
Total operating expenses | 133,327 | 123,740 |
Operating loss | (55,284) | (52,479) |
Change in fair value of warrant liability | 5,404 | 15,182 |
Interest and other income | 176 | 486 |
Equity interests loss | (846) | (464) |
Loss before income taxes | (50,550) | (37,275) |
Provision for income taxes | 367 | 360 |
Net loss | $ (50,917) | $ (37,635) |
Net loss per share | ||
Basic (in Dollars per share) | $ (0.96) | $ (0.73) |
Diluted (in Dollars per share) | $ (0.96) | $ (1.02) |
Weighted average number of common shares outstanding | ||
Basic (in Shares) | 52,787 | 51,482 |
Diluted (in Shares) | 52,787 | 51,789 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (50,917) | $ (37,635) |
Other comprehensive income (loss) | ||
Unrealized gain (loss) on available for sale securities | 182 | (232) |
Total comprehensive loss | $ (50,735) | $ (37,867) |
Consolidated Statement of Redee
Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder's Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 44,974 | $ 4 | $ 197,507 | $ 10 | $ (152,547) |
Balance (in Shares) at Dec. 31, 2020 | 40,289 | ||||
Net loss | (37,635) | (37,635) | |||
Stock-based compensation, net | 6,510 | 6,510 | |||
Stock-based compensation, net (in Shares) | 80 | ||||
Issuance of Common Stock | 94,101 | $ 1 | 94,100 | ||
Issuance of Common Stock (in Shares) | 7,475 | ||||
Common Stock issuance costs | (707) | (707) | |||
Exercise of Options | 502 | 502 | |||
Exercise of Options (in Shares) | 120 | ||||
Exercise of Warrants | 54,422 | 54,422 | |||
Exercise of Warrants (in Shares) | 4,733 | ||||
Cancellation of escrow shares | |||||
Cancellation of escrow shares (in Shares) | (20) | ||||
Other comprehensive income (loss) | (232) | (232) | |||
Balance at Dec. 31, 2021 | 161,935 | $ 5 | 352,334 | (222) | (190,182) |
Balance (in Shares) at Dec. 31, 2021 | 52,677 | ||||
Net loss | (50,917) | (50,917) | |||
Stock-based compensation, net | 6,426 | 6,426 | |||
Stock-based compensation, net (in Shares) | 176 | ||||
Other comprehensive income (loss) | 182 | 182 | |||
Balance at Dec. 31, 2022 | $ 117,626 | $ 5 | $ 358,760 | $ (40) | $ (241,099) |
Balance (in Shares) at Dec. 31, 2022 | 52,853 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from operating activities | |||
Net loss | $ (50,917) | $ (37,635) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Change in fair value of warrant liability | (5,404) | (15,182) | |
Additions to content assets | (34,771) | (65,637) | |
Change in content liabilities | (6,822) | 7,568 | |
Amortization of content assets | 39,291 | 27,881 | |
Depreciation and amortization expenses | 699 | 612 | |
Impairment of goodwill and intangible assets | 3,603 | ||
Amortization of premiums and accretion of discounts associated with investments in debt securities, net | 1,191 | 3,085 | |
Stock-based compensation | 6,644 | 6,964 | |
Equity interests loss | 846 | 464 | |
Other non-cash items | 1,141 | 240 | |
Changes in operating assets and liabilities | |||
Accounts receivable | 11,862 | (16,236) | |
Other assets | 3,355 | (2,652) | |
Accounts payable | 2,654 | (127) | |
Accrued expenses and other liabilities | (4,645) | 7,414 | |
Deferred revenue | (8,250) | 9,999 | |
Net cash used in operating activities | (39,523) | (73,242) | |
Cash flows from investing activities | |||
Business acquisitions | (5,362) | ||
Purchases of property and equipment | (130) | (351) | |
Investment in equity method investees | (2,438) | (9,638) | |
Sales of investments in debt securities | 22,893 | 50,377 | |
Maturities of investments in debt securities | 43,873 | 41,900 | |
Purchases of investments in debt securities | (1,497) | (151,861) | |
Net cash provided by (used in) investing activities | 62,701 | (74,935) | |
Cash flows from financing activities | |||
Exercise of stock options | 502 | ||
Exercise of warrants | 54,898 | ||
Payments related to tax withholding | (218) | (454) | |
Proceeds from issuance of Common Stock | 94,101 | ||
Payment of offering costs | (707) | ||
Net cash (used in) provided by financing activities | (218) | 148,340 | |
Net increase in cash, cash equivalents and restricted cash | 22,960 | 163 | |
Cash, cash equivalents and restricted cash, beginning of period | 17,547 | 17,384 | |
Cash, cash equivalents and restricted cash, end of period | 40,507 | 17,547 | |
Supplemental disclosure: | |||
Cash paid for taxes | 614 | 269 | |
Cash paid for operating leases | 486 | 348 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | [1] | $ 3,965 | |
[1]Includes adoption of new leasing guidance effective January 1, 2022. See Note 13 for further details. |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business [Abstract] | |
Organization and business | Note 1—Organization and business On October 14, 2020, Software Acquisition Group Inc., a special purpose acquisition company and a Delaware corporation (“SAQN”), consummated a reverse merger pursuant to that certain Agreement and Plan of Merger, dated August 10, 2020 (the “Business Combination”). Upon the consummation of the Business Combination, CuriosityStream Operating Inc., a Delaware corporation (“Legacy CuriosityStream”) became a wholly owned subsidiary of SAQN, and the registrant changed its name from “Software Acquisition Group Inc.” to “CuriosityStream Inc.” Following the consummation of the Business Combination, Legacy CuriosityStream changed its name from “CuriosityStream Operating Inc.” to “Curiosity Inc.” The principal business of CuriosityStream is to provide customers with access to high quality factual content via a direct subscription video on-demand si x on-demand ad-free non-fiction The Company’s content assets are available directly through its owned and operated website (“O&O Service”), mobile applications developed for iOS and Android operating systems (“App Services”), and via the platforms and systems of third-party partners in exchange for license fees. The Company offers subscribers a monthly or annual subscription. The price for a subscription varies depending on the content included (e.g., Direct Service or Smart Bundle service) and the length of the subscription (e.g., monthly or annual) selected by the customer. As an additional part of the Company’s App Services, it has built applications to make its service accessible on almost every major customer device, including streaming media players like Roku, Apple TV and Amazon Fire TV, major smart TV brands (e.g., LG, Vizio, Samsung) and gaming consoles. In addition, CuriosityStream has affiliate agreement relationships with, and its content assets are available through, certain multichannel video programming distributors (“MVPDs”) and virtual MVPDs (“vMVPDs”). The Company also has distribution agreements which grant other media companies certain distribution rights to the Company’s programs, referred to as content licensing deals. The Company also sells selected rights (such as in territories or on platforms that are not currently being exploited by the Company) to content created before production begins. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | Note 2—Basis of presentation and summary of significant accounting policies Basis of presentation The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the U.S Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include the content asset amortization policy, the assessment of the recoverability of content assets, equity method investments, intangible assets and goodwill, the fair value of assets and liabilities for allocation of the purchase price of companies acquired, the fair value of share-based awards and liability classified warrants, and measurement of income tax assets and liabilities. Concentration of risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, investments, and accounts receivable. The Company maintains its cash, cash equivalents, and investments with high credit quality financial institutions; at times, such balances with the financial institutions may exceed the applicable FDIC-insured limits. Accounts receivables, net are typically unsecured and are derived from revenues earned from customers primarily located in the United States and Germany. During the year ended December 31, 2022, the top three customers accounted for 21% of the Company’s revenues with accounting During the year ended December 31, 2021, the top three customers accounted for 27% of the Company’s revenues with o i ng Cash, cash equivalents and restricted cash The Company considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash maintained under agreements that legally restrict the use of such funds is not included within cash and cash equivalents and is reported in a separate line item on the consolidated balance sheets as of December 31, 2022 and 2021. A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2022 and 2021 is as follows: As of December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 40,007 $ 15,216 Restricted cash 500 2,331 Cash, cash equivalents and restricted cash $ 40,507 $ 17,547 As of December 31, 2022, restricted cash includes cash deposits required by a bank as collateral related to corporate credit card agreements of $0.5 million. On March 4, 2022, the Now You Know Media Inc. (“Learn25”) holdback of $0.2 million was paid to the previous owners of Learn25 from escrow funds previously classified as restricted cash. On April 16, 2022, the Paycheck Protection Program (PPP) loan was forgiven, and $1.2 million of funds were released from escrow to the Company and reclassified from restricted cash to cash and cash equivalents. On May 11, 2022, the One Day University (“ODU”) holdback of $0.5 million was paid to the previous owners of ODU from escrow funds previously classified as restricted cash. Fair value measurement of financial instruments Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s assets measured at fair value on a recurring basis include its investments in money market funds and corporate, U.S. government, and municipal debt securities. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds and U.S. government debt securities. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities. The Company’s liabilities measured at fair value on a recurring basis include its Private Placement Warrants. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. Refer to Note 7 for significant assumptions which the Company used in the fair value model for the Private Placement Warrants. The Company’s remaining financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities are carried at cost, which approximates fair value because of the short-term maturity of these instruments. Investments The Company holds investments in money market funds, government debt securities, and corporate debt securities which the Company classifies as available-for-sale. Unrealized gains and losses are recorded in accumulated other comprehensive income or loss, a component of stockholders’ equity (deficit). Realized gains and losses are reclassified from accumulated other comprehensive income or loss into earnings as a component of net income or loss. The Company evaluates unrealized losses on investments, if any, to determine if other-than-temporary impairment is required to be recognized. No such other-than-temporary impairments were recognized during the years ended December 31, 2022 and 2021. Investments in debt securities that will mature within one year of the balance sheet dates are reflected as Short-term investments in debt securities in the accompanying consolidated balance sheets. Equity method investments The Company applies the equity method of accounting to investments when it has the ability to exercise significant influence, but not control, over the investee. Significant influence is presumed to exist when the Company owns betw of the voting interests in the investee, but the Company also applies judgment regarding its level of influence over the investee by considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s equity method investments are initially reported at cost and then adjusted each period for the Company’s share of the investee’s income or loss and dividends paid, if any. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “Equity interests income (loss)” on the consolidated statements of operations. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the consolidated statements of cash flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of its investees as of December 31, 2022, and determined that the Company’s proportionate economic interest in its investees was not impaired. The carrying value of the Company’s equity method investments is reported as “Investment in equity method investees” on the consolidated balance sheets. Accounts receivables, net Accounts receivable is comprised of receivables from subscriptions revenue, license fees revenue, and other revenue. The Company records accounts receivable net of an allowance for doubtful accounts. The allowance is determined based on a review of the estimated collectability of the specific accounts and historical loss experience and existing economic conditions. Uncollectible amounts are written off against the allowance for doubtful accounts once management determines collection of an amount, or a portion thereof, to be less than probable. As of December 31, 2022, and 2021, allowance for doubtful accounts amounted to Content assets, net The Company acquires, licenses, and produces content, including original programming, in order to offer customers unlimited viewing of factual entertainment content. The content licenses are for a fixed fee and specific windows of availability. Payments for content, including additions to content assets and the changes in related liabilities, are classified within “Net cash used in operating activities” on the consolidated statements of cash flows. The Company recognizes its content assets (licensed and produced) as “Content assets, net” on the consolidated balance sheets. For licenses, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known, and the title is accepted and available for streaming. For productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. Based on factors including historical and estimated viewing patterns, the Company previously amortized the content assets (licensed and produced) in “Cost of revenues” on the consolidated statements of operations on a straight-line basis over the shorter of each title’s contractual window of availability or estimated period of use, beginning with the month of first availability. Starting July 1, 2021, the Company amortizes content assets on an accelerated basis in the initial two months after a title is published on the Company’s platform, as the Company has observed and expects more upfront viewing of content, generally as a result of additional marketing efforts. Furthermore, the amortization of original content is more accelerated than that of licensed content. The Company reviews factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment. The Company continues to review factors impacting the amortization of content assets on an ongoing basis and will also record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant content licensing. The Company’s business model is generally subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content assets will be stated at the lower of unamortized cost or fair value. No such changes were identified during the years ended December 31, 2022 and 2021. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off. Property and equipment Property and equipment are stated at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the non-cancelable Long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amount to the future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered impaired, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value. No impairment charge related to long-lived assets was recognized for the years ended December 31, 2022, and 2021. Goodwill and intangible assets Goodwill represents the excess of the cost of acquisitions over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed. At least annually, in the fourth quarter of each fiscal year or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level, which is the same or one level below the operating segment level. The Company determined that it has one reporting unit. The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of relevant events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed; however, if the Company concludes otherwise, an impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill. Intangible assets other than goodwill are carried at cost and amortized over their estimated useful lives. Amortization is recorded within General and administrative expenses on the consolidated statements of operations. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset exceeds its fair value. During the second quarter of 2022, the Company experienced a sustained decrease in its share price, and this triggering event was an indication that it was more likely than not that the fair value of the Company’s single reporting unit was below its carrying value. The Company performed an interim goodwill impairment test of its goodwill as of June 30, 2022 and recognized a goodwill impairment charge of million, as the fair value of the reporting unit was less than the related carrying value. This charge is included in impairment of goodwill and intangible assets on the Company’s consolidated statements of operations for the year ended December 31, 2022. The determination of the fair value of the Company’s reporting unit was based on a combination of the income and the market approach. The Company applied equal weighting to each of the approaches in determining the fair value of the reporting unit. Under the income approach, the Company utilized discounted cash flows of forecasted future cash flows based on future operational expectations and discounted these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflect actual business trends experienced and the Company’s long-term business strategy. Under the market approach, the Company utilized the guideline public company method and guideline transaction method to develop valuation multiples and compare the Company to similar publicly traded companies. The significant assumptions under each of the approaches include, among others: revenue projections (which are dependent on future customer subscriptions and content licensing agreements), operating expenses, discount rate, control premium and a terminal growth rate. The cash flows used to determine the fair values are dependent on a number of significant management assumptions, such as the Company’s expectations of future performance and the expected future economic environment, which are partly based upon the Company’s historical experience. The Company also considered its market capitalization in assessing the reasonableness of the reporting unit fair value. During the second quarter of 2022, the Company also determined there were impairment indicators with respect to certain of the Company’s definite-lived intangible assets. As a result, the Company performed an impairment test by comparing the carrying values of the intangible assets to their respective fair values, which were determined based on forecasted future cash flows. As a result of this impairment test, the Company recorded an impairment charge of $0.8 million, which is reflected as a component of impairment of goodwill and intangible assets on the Company’s consolidated statements of operations for the year ended December 31, 2022. Warrant liability The Company classifies its Private Placement Warrants as liabilities as the terms of these warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price, including the fair value of any non-cash Determining the fair value of assets acquired and liabilities assumed requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expense in the consolidated statements of operations. Revenue recognition Subscriptions—O&O Service The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into month-to-month The Company also offers gift certificates for use on a future date. The Company recognizes revenue from gift certificates when the services have been provided. The gift certificates do not expire. Subscriptions—App Services The Company also earns subscription revenues through its App Services. These subscriptions are similar to the O&O Service subscriptions but are generated based on agreements with certain streaming media players as well as with Smart TV brands and gaming consoles (see Note 1). Under these agreements, the streaming media player typically bills the subscriber directly and then remits the collected subscriptions to the Company, net of a distribution fee. The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding distribution fees as an expense. The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers. License Fees—Affiliates The Company generates license fee revenues from MVPDs such as Comcast and Cox as well as from vMVPDs such as Amazon and Sling TV (MVPDs and vMVPDs are also referred to as affiliates). Under the terms of the agreements with these affiliates, the Company receives license fees based upon contracted programming rates and subscriber levels reported by the affiliates. In exchange, the Company licenses its content to the affiliates for distribution to their subscribers. The Company earns revenue under these agreements either based on the total number of subscribers multiplied by rates specified in the agreements or based on fixed fee arrangements. These revenues are recognized over the term of each agreement when earned. License Fees—Content Licensing The The Company’s performance obligations include (1) access to its SVOD platform via the Company’s O&O Service and App Services, (2) access to the Company’s content assets, and (3) licenses of specific program titles. In contracts containing the right to access the Company SVOD platform, the performance obligation is satisfied as access to the SVOD platform is provided post any free trial period. In contracts which contain access to the Company’s content assets, the performance obligation is satisfied as access to the content is provided. For contracts with licenses of specific program titles, the performance obligation is satisfied as that content is made available for the customer to use. Payment Cost of revenues Cost of revenues primarily includes content asset amortization, streaming delivery costs, payment processing costs and distribution fees. Advertising and marketing Advertising and marketing expenses include digital, radio, brand awareness, and television types of costs. These costs are expensed as incurred. For the years ended December 31, 2022 and 2021 , Stock-based compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value is recognized in earnings over the period during which an employee is required to provide the Income taxes The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities as reported in the consolidated balance sheets and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as a component of the income tax provision in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income tax paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts, and circumstances existing at that time. To the extent the assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. Recently Issued and Adopted Financial Accounting Standards As an Emerging Growth Company (“EGC”), the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) 2016-02” 2016-02 right-of-use The adoption of this standard resulted in the recognition of operating lease liabilities of $ 5.3 right-of-use 4.0 January 1, 2022, and the adoption of this new guidance did not have a material impact on the consolidated statements of operations or cash flows. Refer to Note 13 for further information regarding the impact of adoption of this standard on the Company’s consolidated financial statements. Accounting Standards Effective in Future Periods Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13, 2016-13”).” 2016-13 |
Equity Investments and Business
Equity Investments and Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments and Business Combinations | Note 3—Equity Investments and Business Combinations Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”) In July 2021, the Company acquired 32% ownership in the Spiegel Venture for $3.3 million. The Spiegel Venture, which prior to the Company’s equity purchase, was jointly owned and operated by Spiegel TV and Autentic, operates two documentary channels, together with various SVOD services, which provide factual content to pay television audiences in Germany. The Company has not received any dividends from the Spiegel Venture as of December 31, 2022. The Company has a call option that permits it to require Spiegel TV and Autentic to sell its ownership interest in Spiegel Venture (“Call Option”). The Call Option, exercisable at a value based on a determinable calculation in the Share Purchase Agreement (“SPA”), is initially exercisable only during the period that is the later of i) the 30-day period following the adoption of Spiegel Venture’s audited financial statements for the fiscal year 2024, and ii) the period between March 1, 2025 and March 30, 2025. Together with the Call Option, each of Spiegel TV and Autentic has a put option that permits it to require the Company to purchase their interest (“Put Option”) at a value based on a determinable calculation outlined in the SPA. The Put Option is only exercisable upon the achievement of certain defined conditions, as outlined in the SPA, and is initially exercisable only during the period that is the later of i) the 60-day period following the adoption of Spiegel Venture’s audited financial statements for the fiscal year 2024, and ii) the period between April 1, 2025 and April 30, 2025. In the event the Call Option or Put Option is not exercised, both options shall continue to be available to each respective party in the following year through perpetuity, with its exercise limited to the same date range as outlined above. The Put Option is not currently considered to be probable of becoming exercisable based on the defined conditions in the SPA. Subsequent to December 31, 2022, the Company entered into an amendment to the SPA, as further described in Note 16. Watch Nebula LLC (“Nebula”) On August 23, 2021, the Company purchased a 12% ownership interest in Nebula for $6.0 million. Nebula is an SVOD technology platform built for and by a group of content creators. Should Nebula meet certain quarterly targets through the third quarter of 2023, the Company is obligated to purchase additional ownership interests, each for a payment of $0.8 million, which after each payment the Company will obtain an additional 1.625% of equity ownership interests. During the year ended December 31, 2022, the Company purchased additional equity interests totaling 3.25%, and during the year ended December 31, 2021, the Company purchased additional equity interests subsequent to the initial investment totaling 1.625%. These additional equity interest purchases have increased the Company’s total ownership interest in Nebula to 16.875% as of December 31, 2022. Prior to the Company’s investment, Nebula was a 100% wholly owned subsidiary of Standard Broadcast LLC (“Standard”). The Company obtained 25% of the representation on Nebula’s Board of Directors, providing the Company with significant influence, but not a controlling interest. The Company has not received dividends from Nebula as of December 31, 2022. The Company’s carrying values for its equity method investments as of December 31, 2022 and 2021 is as follows: Spiegel Nebula Total (in thousands) Balance, December 31, 2021 (1) $ 3,089 $ 6,898 $ 9,987 Investments in equity method investees — 1,625 1,625 Equity interests (loss) income (190 ) (656 ) (846 ) Balance, December 31, 2022 $ 2,899 $ 7,867 $ 10,766 (1) Nebula’s investment in equity method investees balance include d Acquisition of ODU On May 11, 2021, the Company entered into an Asset Purchase Agreement to acquire 100% of ODU for the aggregate consideration of $4.5 million. ODU provides access to talks and lectures from professors at colleges and universities in the United States. The Company paid $ 4.0 million of cash consideration with the remaining $0.5 million to be held by the Company as a holdback for indemnification purposes. On May 11, 2022, the ODU holdback of $0.5 million was paid to the previous owners from escrow funds previously classified as restricted cash. Acquisition of Learn25 On August 13, 2021, the Company entered into an Asset Purchase Agreement to acquire 100% of Learn25 for fixed cash consideration of $1.5 million in addition to an earnout of up to $0.6 million based on the achievement of certain revenue targets post-acquisition through fiscal year 2021. Learn25 provides access to hundreds of audio and video programs on history, science, psychology, health, religion, and other topics from various professors and subject-matter experts around the world. The Company paid $1.4 million of cash consideration with the remaining $0.2 million to be held by the Company as a holdback for indemnification purposes. On February 11, 2022, the Company paid an earnout of $0.5 million pursuant to the achievement of revenue targets in 2021. On March 4, 2022, the Learn25 holdback of $0.2 million was paid to the previous owners from escrow funds previously classified as restricted cash. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components [Line Items] | |
Balance sheet components | Note 4—Balance sheet components Investments in debt securities The Company’s investments in debt securities at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2) are: As of December 31, 2022 As of December 31, 2021 Cash and Short-term Investments (non-current) Total Cash and Short-term Investments (non-current) Total (in thousands) (in thousands) Level 1 Securities Money market funds $ 17,724 $ — $ — $ 17,724 $ 11,709 $ — $ — $ 11,709 U.S. Government debt securities — — — — — 13,582 — 13,582 Total Level 1 Securities 17,724 — — 17,724 11,709 13,582 — 25,291 Level 2 Securities Corporate debt securities — 14,986 — 14,986 — 50,641 15,430 66,071 Municipal debt securities — — — — — 1,610 — 1,610 Total Level 2 Securities — 14,986 — 14,986 — 52,251 15,430 67,681 Total $ 17,724 $ 14,986 $ — $ 32,710 $ 11,709 $ 65,833 $ 15,430 $ 92,972 The following tables summarize the Company’s corporate, U.S. government, and municipal debt securities: As of December 31, 2022 Amortized Gross Gross Estimated (in thousands) Debt Securities: Corporate $ 15,026 $ — $ (40 ) $ 14,986 Total $ 15,026 $ — $ (40 ) $ 14,986 As of December 31, 2021 Amortized Gross Gross Estimated (in thousands) Debt Securities: Corporate $ 66,281 $ — $ (210 ) $ 66,071 U.S. Government 13,594 — (12 ) 13,582 Municipalities 1,610 — — 1,610 Total $ 81,485 $ — $ (222 ) $ 81,263 Realized losses were less than $ million re port ed in interest and other income in the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021. The fair value of the Company’s investments in corporate, U.S. government, and municipal debt securities as of December 31, 2022 and 2021, by contractual maturity is as follows: As of December 31, 2022 As of December 31, 2021 Amortized Estimated Fair Amortized Cost Estimated (in thousands) (in thousands) Due in one year or less $ 15,026 $ 14,986 $ 66,001 $ 65,833 Due after one year through five years — — 15,484 15,430 Due after five years — — — — Total $ 15,026 $ 14,986 $ 81,485 $ 81,263 Content assets Content assets consisted of the following: As of December 31, 2022 2021 (in thousands) Licensed content, net Released, less amortization $ 11,154 $ 11,406 Prepaid and unreleased 4,014 9,119 15,168 20,525 Produced content, net Released, less amortization 33,094 18,507 In production 20,240 33,650 53,334 52,157 Total $ 68,502 $ 72,682 As In accordan cti For the year ended 2022 2021 (in thousands) Licensed content $ 8,480 $ 8,961 Produced content 30,811 18,920 $ 39,291 $ 27,881 Property and equipment Property and equipment are summarized by major classifications as follows: Estimated useful life (in years) As of December 31, 2022 2021 (in thousands) Furniture and fixtures 10 to 15 $ 108 $ 108 Equipment 5 1,252 1,247 Computer and software 3 to 5 857 729 Website and application development 3 37 422 Leasehold improvements Lesser of lease term or lives 703 703 Work-in-progress — 5 32 Property and equipment, gross 2,962 3,241 Less accumulated depreciation and amortization 1,868 1,899 Property and equipment, net $ 1,094 $ 1,342 Depreciation expense related to the property and equipment above, including the amortization of leasehold improvements, was $0.4 million and $0.3 million for the years ended December 31, 2022 and 2021, respectively. Goodwill and intangible assets Changes in goodwill for the year ended December 31, 2022, was as follows (in thousands): Balance, December 31, 2021 $ 2,793 Impairment of Goodwill (see Note 2) 2,793 Balance, December 31, 2022 $ — Intangible assets as of December 31, 2022 were comprised of the following: Weighted Gross Accumulated Impairment Net (in thousands) Customer relationships 1.3 $ 940 $ (393 ) $ (430 ) $ 117 Trademark 3.9 570 (133 ) (320 ) 117 Covenant-not-to-compete 1.4 130 (52 ) (61 ) 17 $ 1,640 $ (578 ) $ (811 ) $ 251 Warrant liability As described in Note 7, the Private Placement Warrants are classified as a non-current As of December 31, 2022 2021 (in thousands) Level 3 Private Placement Warrants $ 257 $ 5,661 Total Level 3 $ 257 $ 5,661 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 5—Revenue The following table sets forth the Company’s revenues disaggregated by type for the years ended December 31, 2022, and 2021, as well as the relative percentage of each revenue type to total revenue. For the year ended December 31, 2022 2021 (in thousands, except percentages) Subscriptions—O&O Service $ 31,069 40 % $ 20,906 29 % Subscriptions—App Services 3,940 5 % 3,915 6 % Subscriptions—Total 35,009 45 % 24,821 35 % License Fees—Affiliates 16,357 21 % 18,572 26 % License Fees—Content Licensing (1) 24,691 31 % 24,758 35 % License Fees—Total 41,048 52 % 43,330 61 % Other—Total (1) 1,986 3 % 3,110 4 % Total Revenues $ 78,043 $ 71,261 (1) For the years ended December 31, 2022 and 2021, total related party revenue was $1.9 million and $5.6 million, respectively. This consisted of $0.3 million and $3.0 million of revenue from content licensed by the Company to the Spiegel Venture during the years ended December 31, 2022 and 2021, respectively, which is included in License Fees—Content Licensing. Total related party revenue also consisted of $1.3 million for marketing services rendered to the Spiegel Venture during the year ended December 31, 2021, as well as $1.6 million and $1.3 million for marketing services rendered to Nebula during the years ended December 31, 2022 and 2021, respectively, which is included in Other Revenue. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied as of December 31, 2022 are as follows: For the year ending December 31, 2023 2024 2025 2026 Thereafter Total (in thousands) Remaining Performance Obligations $ 9,705 $ 5,469 $ 3,779 $ 115 $ 197 $ 19,265 These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less or (ii) licenses of content that are solely based on sales or usage-based royalties. Contract liabilities (i.e., deferred revenue) consists of subscriber and affiliate license fees billed that have not been recognized, amounts contractually billed or collected for content licensing sales in advance of the related content being made available to the customer, and unredeemed gift certificates and other prepaid subscriptions that have not been redeemed. Total deferred revenues were $14.9 million and $23.2 million as of December 31, 2022 and 2021, respectively with the non-current Revenues of $22.3 million were recognized during the year ended December 31, 2022, related to the balance of deferred revenue as of December 31, 2021. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2022 | |
Paycheck Protection Program Loan [Abstract] | |
Paycheck Protection Program Loan | Note 6—Paycheck Protection Program Loan On May 1, 2020, the Company applied for and received funding from the Paycheck Protection Program (“PPP”) in the amount of $1.2 million under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) (the “PPP Loan”). The PPP Loan was set to mature in May 2022 and bore interest at a rate of 1.0% per annum. The PPP provides that the use of the PPP Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The amount of loan proceeds eligible for forgiveness takes into account a number of factors, including the amount of loan proceeds used by the Company during the specified period after the loan origination for certain purposes including payroll costs, rent payments on certain leases, and certain qualified utility payments. The Company elected to recognize earnings as funds are applied to covered expenses and classify the application of funds as a reduction of the related expense in the consolidated statement of operations. On April 16, 2022, the Company received the loan forgiveness letter from the Small Business Administration (SBA) stating that the loan has been forgiven in full, including applicable interest. Following receipt of the loan forgiveness notification letter, funds of $1.2 million were released from escrow, and the Company reclassified this amount from restricted cash to cash and cash equivalents on the consolidated balance sheet. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' equity | Note 7—Stockholders’ equity Common Stock As of December 31, 2022 and 2021, the Company has authorized the issuance of 126,000,000 shares of capital stock, par value of $0.0001 per share, consisting of (a) 125,000,000 shares of common stock, and (b) 1,000,000 shares of preferred stock. Warrants As of December 31, 2022, the Company had (A) 3,054,203 publicly traded warrants that were (i) sold as part of the units of Software Acquisition Group Inc. in its initial public offering on November 22, 2019 and (ii) issued to the PIPE Investors in connection with the Business Combination collectively, Private Placement Warrants are liability- classified, and the Public Warrants are equity-classified. Each whole warrant entitles the registered holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share. All w The Company has the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading The Private Placement Warrants are identical to the Public Warrants except that, so long as they are held by Software Acquisition Holdings, LLC (the Company’s former sponsor) or its permitted transferees: (i) they will not be redeemable by the Company; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights. No warrants were exercised during the year ended December 31, 2022. During the year ended December 31, 2021, the Company received total proceeds of $54.9 million related to the exercise of 4.7 million Public Warrants. The warrant liability related to the Private Placement Warrants is recorded at fair value as of each reporting date with the change in fair value reported within other income (expense) in the accompanying consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholder’s equity (deficit). The fair value of the warrant liability for the Private Placement Warrants was estimated using a Black-Scholes pricing model using Level 3 inputs. The significant assumptions used in preparing the Black-Scholes option pricing model are as follows: As of December 31, 2022 2021 Exercise Price $ 11.50 $ 11.50 Stock Price (CURI) $ 1.14 $ 5.93 Expected volatility 77.00 % 58.00 % Expected warrant term (years) 2.8 3.8 Risk-free interest rate 4.22 % 1.12 % Dividend yield 0 % 0 % Fair Value per Private Placement Warrant $ 0.07 $ 1.54 The change in fair value of th |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | Note 8—Earnings (loss) per share Basic and diluted earnings (loss) per share calculations are calculated on the basis of the weighted average number of shares of the Company’s common stock outstanding during the respective periods. Diluted earnings (loss) per share give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and other potentially dilutive securities. In computing diluted earnings (loss) per share, the average fair value of the Company’s common stock for the period is used to determine the number of shares assumed to be purchased from the exercise price of the options. Purchases of treasury stock reduce the outstanding shares commencing on the date that the stock is purchased. Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive. For the year ended 2022 2021 (in thousands, except per Numerator—Basic EPS: Net loss $ (50,917 ) $ (37,635 ) Denominator—Basic EPS: Weighted–average shares—Basic 52,787 51,482 Net loss per share—Basic $ (0.96 ) $ (0.73 ) Numerator—Diluted EPS: Net loss $ (50,917 ) $ (37,635 ) Decrease in fair value of Private Placement Warrants — (15,182 ) Net loss—Diluted $ (50,917 ) $ (52,817 ) Denominator—Diluted EPS: Weighted–average shares—Basic 52,787 51,482 Incremental common shares from assumed exercise of Private Placement Warrants — 307 Weighted–average shares—Diluted 52,787 51,789 Net loss per share—Diluted $ (0.96 ) $ (1.02 ) For the years ended December 31, 2022 and 2021, the following share equivalents were excluded from the computation of diluted net loss per share as the inclusion of such shares would be anti-dilutive. Common shares issuable for warrants, options, and restricted stock units represent the total amount of outstanding warrants, stock options, and restricted stock units as of December 31, 2022 and 2021. Antidilutive shares excluded: As of December 31, 2022 2021 (in thousands) Options 4,632 4,748 Restricted Stock Units 759 850 Warrants 6,730 3,054 12,121 8,652 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Note 9—Stock-based compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value is recognized in earnings over the period during which an employee is required to provide the service. The Company accounts for forfeitures as they occur. CuriosityStream 2020 Omnibus Plan In October 2020, the Board of Directors of the Company adopted the CuriosityStream 2020 Omnibus Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the Business Combination and succeeds the Legacy CuriosityStream Stock Option Plan. Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, restricted stock units and restricted stock. The following table summarizes stock option and restricted stock unit (RSU) activity, prices, and values from December 31, 2021 to December 31, 2022: Stock Options Restricted Stock Units Number of for Issuance Number of Weighted- Weighted- Aggregate (1) Number Weighted- Balance as of December 31, 2021 1,820,504 4,747,832 $ 7.61 8.2 $ 3,254 850,277 $ 11.41 Granted (1,369,401 ) 820,741 3.18 — — 548,660 3.15 Options exercised and RSUs vested 79,776 — — — — (292,882 ) 9.95 Forfeited or expired 1,283,815 (936,480 ) 6.11 — — (347,335 ) 9.12 Balance as of December 31, 2022 1,814,694 4,632,093 $ 7.13 6.8 $ — 758,720 $ 7.14 Exercisable as of December 31, 2021 2,348,875 $ 7.74 8.0 $ 2,010 Exercisable as of December 31, 2022 3,003,687 $ 7.24 6.2 $ — Unvested as of December 31, 2021 2,398,957 $ 7.49 8.4 $ 1,244 Unvested as of December 31, 2022 1,628,406 $ 6.93 8.0 $ — (1) Intrinsic value is based on the difference between the exercise price of in-the-money-stock There were no Stock options and RSU awards generally vest on a monthly, quarterly, or annual basis over a period of four years from the grant date. When options are exercised, the Company’s policy is to issue previously unissued shares of Common Stock to satisfy share option exercises. Upon vesting and distribution of RSUs, the Company’s policy is to issue previously unissued shares of Common Stock to satisfy restricted stock units vested, net of shares withheld for taxes if elected by the RSU holder. The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including Company’s estimates of stock price volatility, employee stock option exercise behaviors, future dividend payments, and risk-free interest rates. The expected term of options granted is the estimated period of time from the beginning of the vesting period to the date of expected exercise or other settlement, based on historical exercises and post-vesting terminations. The Company generally estimates expected term based on the midpoint between the vesting date and the end of the contractual term, also known as the simplified method, given the lack of historical exercise behavior. The Company uses its own historical volatility as well as the historical volatility of similar public companies for estimating volatility. The risk-free interest rate is estimated using the rate of return on U.S. Treasury securities with maturities that approximate to the expected term of the option. The Company does not currently anticipate declaring any dividends. Assumptions used to value the options granted and the resulting weighted-average grant date fair value and stock-based compensation expense for the years ended December 31, 2022 and 2021 were as follows: As of December 31, 2022 2021 Dividend yield 0% 0% Expected volatility 60% - 70% 60% Expected term (years) 6.00 - 6.50 2.50 - 6.25 Risk-free interest rate 1.40% - 2.95% 0.14% - Weighted average grant date fair value $ 1.91 $ 6.58 (in thousands) Stock-based compensation—Options $ 3,829 $ 4,597 Stock-based compensation—RSUs $ 2,815 $ 2,367 Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period. The following table summarizes the total remaining unrecognized compensation cost as of December 31, 2022, related to non-vested Total Unrecognized Weighted Average (in thousands) Stock options $ 5,227 1.8 Restricted Stock Units 9,166 2.4 Total $ 14,393 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and geographic information | Note 10—Segment and geographic information The Company operates as one reporting segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources. All long-lived tangible assets are located in the United States. Revenue by geographic location, based on the location of the customers, with one foreign country in each year For the year ended December 31, 2022 2021 (in thousands, except percentages) United States $ 48,270 62 % $ 41,461 58 % International: United Kingdom 8,191 10 % 6,749 9 % Germany 3,024 4 % 8,625 12 % Other 18,558 24 % 14,426 21 % Total International $ 29,773 38 % $ 29,800 42 % $ 78,043 100 % $ 71,261 100 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 11—Related party transactions Equity investments As described in Note 5, the Company recognized $0.3 million and $4.3 million of revenue related to the Spiegel Venture during the year ended December 31, 2022 and 2021, respectively. Further, the Company recognized $1.6 million and $1.3 million of revenue related to advertising services rendered to Nebula during the year ended December 31, 2022 and 2021, respectively. The Company also recognized $4.3 million and $1.2 million for the year ended December 31, 2022 and 2021, respectively, in revenue share to Nebula from subscription sales to certain bundled subscription packages. This revenue share is recorded in Cost of revenues on the consolidated statement of operations. A summary of the impact of the arrangements with Spiegel Venture and Nebula on the Company’s As of December 31, 2022 2021 (in thousands) Balance Sheets Accounts receivable $ 3,358 $ 6,254 Accounts payable 404 611 For the year ended December 31, 2022 2021 (in thousands) Statement of Operations Revenues $ 1,901 $ 5,612 Cost of revenues 4,289 1,202 Operating lease The Company sublets a portion of its office space to Hendricks Investment Holdings, LLC (“HIH”), which is considered a related party as it is managed by various members of the Company’s Board of Directors. The Company accounts for the arrangement as an operating lease. Refer to Note 13 for further information. Production agreements The Company has entered into various agreements with a production company for which the Company’s Chief Executive Officer has a less than 10% ownership interest. Under the terms of these agreements, the Company paid a total of $2.4 million and $3.2 million during the years ended December 31, 2022 and 2021, respectively, upon the different milestones stated in the agreements. As of December 31, 2022, the Company no longer has any obligation under these agreements. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 12—Retirement Plan The Company administers and participates in a 401(k) plan that covers employees 21 years of age or older with three months or greater of service. The plan permits elective deferrals by the employees from each participant’s compensation up to the maximum allowed by law. The Company matches employee deferrals at 100% on up to 3% of compensation and 50% of employee deferrals between 3 – 5% of compensation. Participants are immediately vested in their elective deferrals and the Company contributions. The Company made matching contributions of $0.3 million and $0.4 million for the years ended December 31, 2022, and 2021, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 13—Leases The Company adopted the new leases guidance contained in Topic 842 effective January 1, 2022 using the modified retrospective method. Therefore, the reported results for the year ended December 31, 2022 and the financial position as of December 31, 2022 reflect the application of this new guidance, while the reported results for the year ended December 31, 2021 and the financial position as of December 31, 2021 were not adjusted and continue to be reported under the prior lease accounting guidance in effect for the prior periods. Company as a Lessee The Company is party to a non-cancellable non-lease as incurred therefore has The following table presents future minimum lease payments and related sublease rental income as reflected under ASC 840 as of December 31, 2021. Year Ending December 31, Rent Sublease rental income Net (in thousands) 2022 $ 530 $ (53 ) $ 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 2026 585 (59 ) 526 Thereafter 3,946 (395 ) 3,551 $ 6,732 $ (674 ) $ 6,058 Post adoption of ASC 842 current lease liabilities non-current as of December 31, 2022. operating lease liabilities, the Company used a weighted average discount rate of 4.4% in existence as of the January 1, 2022 adoption date. The weighted average remaining lease term as of December 31, 2022 was 10.2 years. Components of Lease Cost The Company’s total operating lease cost for the year ended December 31, 2022 was comprised of the following: For the year ended (in thousands) Operating lease cost $ 484 Short-term lease cost 42 Variable lease cost 51 Total lease cost $ 577 Maturity of Lease Liabilities As of December 31, 2022, maturities of our operating lease liabilities, which do not include short-term leases and variable lease payments, are as follows (in thousands): 2023 $ 543 2024 557 2025 571 2026 585 2027 600 Thereafter 3,346 Total Lease Payments 6,202 Less: imputed interest (1,217 ) Present value of total lease liabilities $ 4,985 Company as Lessor The Company sublets a portion of its office space to a related party and accounts for the arrangement as an operating lease. Related party sublease rental income is recognized on a straight-line basis and is included in Interest and other (expense) income in the accompanying consolidated statements of operations. For the year ended December 31, 2022, operating lease income from the Company’s sublet was immaterial. As of December 31, 2022, total remaining future minimum lease payments receivable on the Company’s operating lease was $0.6 million. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 14—Commitments and contingencies Content commitments As of December 31, 2022, the Company had $11.5 million of content obligations comprised of $2.9 million included in current content liabilities in the accompanying consolidated balance sheets and $8.6 million of obligations that are not reflected in the accompanying consolidated balance sheets as they did not yet meet the asset recognition criteria for content assets (see Note 2). These obligations are expected to be paid during the year ending December 31, 2023. As of December 31, 2021, the Company had $39.0 million of content obligations comprised of $9.7 million included in current content liabilities in the accompanying consolidated balance sheets, and $29.3 million of obligations that are not reflected in the accompanying consolidated balance sheets as they did not yet meet the asset recognition criteria for content assets. Content obligations include amounts related to licensed, commissioned and internally produced streaming content. An obligation for the production of content includes non-cancelable Advertising commitments The Company has certain commitments with regards to future advertising and marketing expenses as stated in the various licensee agreements. Certain of the agreements do not specify the amount of advertising and marketing commitment; however, the total commitments for agreements which do specify the amount are $ o |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 15—Income taxes The components of the provision for income taxes are as follows: For the year ended 2022 2021 (in thousands) Provision for income taxes: Current: Federal $ — $ — State and L (25 ) 11 Foreign 396 345 Total current provision $ 371 $ 356 Deferred: Federal $ (3 ) $ 3 State and local (1 ) 1 Foreign — — Total deferred provision $ (4 ) $ 4 Total tax provision $ 367 $ 360 The following table reconciles the Company’s effective income tax rate to the U.S. federal statutory income tax rat e For the year ended December 31, 2022 2021 (in thousands, except percentages) U.S. federal statutory income tax provision (benefit) $ (10,615 ) 21.0 % $ (7,851 ) 21.0 % Permanent items (360 ) 0.7 % (3,360 ) 9.0 % State and local income taxes, net of federal tax benefit (1,938 ) 3.8 % (2,727 ) 7.3 % Change in valuation allowance 12,409 (24.5 )% 13,824 (37.0 )% Return to provision adjustments 475 (0.9 )% 129 (0.3 )% Foreign withholding taxes 396 (0.8 )% 345 (0.9 )% Total tax provision $ 367 (0.7 )% $ 360 (0.9 )% The Company has recorded a $ 0.4 million primarily related to foreign withholding income taxes for the years ended December 31, 2022, and 2021. For the years ended December 31, 2022, and 2021, the Company’s provision for income taxes differs from the federal statutory rate primarily due to the Company being in a full valuation allowance position and not recognizing a benefit for either federal or state income tax purposes. Deferred income taxes reflect the net tax effect of temporary differences between the amounts recorded for financial reporting purposes and the bases recognized for tax purposes. The major components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 49,050 $ 37,428 Accrued expenses and reserves 526 798 Intangibles and content assets 2,837 2,334 Deferred rent — 314 Lease liability 1,232 — Stock based compensation 3,046 2,627 Other 275 179 Total deferred tax asset 56,966 43,680 Valuation allowance (56,051 ) (43,642 ) Deferred tax assets, net of valuation allowance $ 915 $ 38 Deferred tax liabilities: Unrealized gain — (43 ) ROU asset (915 ) — Deferred tax liabilities, net $ (0 ) $ (5 ) As of December 31, 2022, and 2021, the Company maintained a valuation allowance on substantially all of its deferred tax assets. The deferred tax assets predominantly relate to operating losses, intangibles and content assets, and stock-based compensation. As a result of Legacy CuriosityStream’s conversion from an LLC to a C corporation in 2018, Legacy CuriosityStream recognized a partial step-up conversion, Legacy CuriosityStream recorded an estimated net deferred tax asset relating to this partial step-up jurisdiction-by-jurisdiction As of December 31, 2022, and 2021, the Company had federal net operating loss carryforwards of m illion 2 1 3 No liability related to uncertain tax positions has been recorded in the consolidated financial statements. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15.0% corporate minimum tax rate of the adjusted financial statement income of certain large corporations and a 1.0% excise tax on corporate stock repurchases made after December 31, 2022 by U.S. publicly traded corporations and certain U.S. subsidiaries of non-U.S. publicly traded corporations, as well as significant enhancements of U.S. tax incentives relating to climate and energy investments. Although the Company does not expect the IRA to have a material impact on the consolidated financial statements, the full effect of the IRA is uncertain. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law in response to the COVID-19 The Company has not been audited by the Internal Revenue Service or any state income or franchise tax agency, but tax returns remain open to examination subject to a three or four year statute of limitations, depending on the state. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16—Subsequent Eve In March 2023, the Company entered into an amendment to the Spiegel Venture SPA whereby the terms to the Call Option and Put Option were amended to allow for its initial exercise only starting in 2026, with all other pertinent terms remaining consistent to the original SPA. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the U.S Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include the content asset amortization policy, the assessment of the recoverability of content assets, equity method investments, intangible assets and goodwill, the fair value of assets and liabilities for allocation of the purchase price of companies acquired, the fair value of share-based awards and liability classified warrants, and measurement of income tax assets and liabilities. |
Concentration of risk | Concentration of risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, investments, and accounts receivable. The Company maintains its cash, cash equivalents, and investments with high credit quality financial institutions; at times, such balances with the financial institutions may exceed the applicable FDIC-insured limits. Accounts receivables, net are typically unsecured and are derived from revenues earned from customers primarily located in the United States and Germany. During the year ended December 31, 2022, the top three customers accounted for 21% of the Company’s revenues with accounting During the year ended December 31, 2021, the top three customers accounted for 27% of the Company’s revenues with o i ng |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The Company considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash maintained under agreements that legally restrict the use of such funds is not included within cash and cash equivalents and is reported in a separate line item on the consolidated balance sheets as of December 31, 2022 and 2021. A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2022 and 2021 is as follows: As of December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 40,007 $ 15,216 Restricted cash 500 2,331 Cash, cash equivalents and restricted cash $ 40,507 $ 17,547 As of December 31, 2022, restricted cash includes cash deposits required by a bank as collateral related to corporate credit card agreements of $0.5 million. On March 4, 2022, the Now You Know Media Inc. (“Learn25”) holdback of $0.2 million was paid to the previous owners of Learn25 from escrow funds previously classified as restricted cash. On April 16, 2022, the Paycheck Protection Program (PPP) loan was forgiven, and $1.2 million of funds were released from escrow to the Company and reclassified from restricted cash to cash and cash equivalents. On May 11, 2022, the One Day University (“ODU”) holdback of $0.5 million was paid to the previous owners of ODU from escrow funds previously classified as restricted cash. |
Fair value measurement of financial instruments | Fair value measurement of financial instruments Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s assets measured at fair value on a recurring basis include its investments in money market funds and corporate, U.S. government, and municipal debt securities. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds and U.S. government debt securities. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities. The Company’s liabilities measured at fair value on a recurring basis include its Private Placement Warrants. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. Refer to Note 7 for significant assumptions which the Company used in the fair value model for the Private Placement Warrants. The Company’s remaining financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities are carried at cost, which approximates fair value because of the short-term maturity of these instruments. |
Investments | Investments The Company holds investments in money market funds, government debt securities, and corporate debt securities which the Company classifies as available-for-sale. Unrealized gains and losses are recorded in accumulated other comprehensive income or loss, a component of stockholders’ equity (deficit). Realized gains and losses are reclassified from accumulated other comprehensive income or loss into earnings as a component of net income or loss. The Company evaluates unrealized losses on investments, if any, to determine if other-than-temporary impairment is required to be recognized. No such other-than-temporary impairments were recognized during the years ended December 31, 2022 and 2021. Investments in debt securities that will mature within one year of the balance sheet dates are reflected as Short-term investments in debt securities in the accompanying consolidated balance sheets. |
Equity Method Investments | Equity method investments The Company applies the equity method of accounting to investments when it has the ability to exercise significant influence, but not control, over the investee. Significant influence is presumed to exist when the Company owns betw of the voting interests in the investee, but the Company also applies judgment regarding its level of influence over the investee by considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s equity method investments are initially reported at cost and then adjusted each period for the Company’s share of the investee’s income or loss and dividends paid, if any. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “Equity interests income (loss)” on the consolidated statements of operations. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the consolidated statements of cash flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of its investees as of December 31, 2022, and determined that the Company’s proportionate economic interest in its investees was not impaired. The carrying value of the Company’s equity method investments is reported as “Investment in equity method investees” on the consolidated balance sheets. |
Accounts receivables, net | Accounts receivables, net Accounts receivable is comprised of receivables from subscriptions revenue, license fees revenue, and other revenue. The Company records accounts receivable net of an allowance for doubtful accounts. The allowance is determined based on a review of the estimated collectability of the specific accounts and historical loss experience and existing economic conditions. Uncollectible amounts are written off against the allowance for doubtful accounts once management determines collection of an amount, or a portion thereof, to be less than probable. As of December 31, 2022, and 2021, allowance for doubtful accounts amounted to |
Content assets, net | Content assets, net The Company acquires, licenses, and produces content, including original programming, in order to offer customers unlimited viewing of factual entertainment content. The content licenses are for a fixed fee and specific windows of availability. Payments for content, including additions to content assets and the changes in related liabilities, are classified within “Net cash used in operating activities” on the consolidated statements of cash flows. The Company recognizes its content assets (licensed and produced) as “Content assets, net” on the consolidated balance sheets. For licenses, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known, and the title is accepted and available for streaming. For productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. Based on factors including historical and estimated viewing patterns, the Company previously amortized the content assets (licensed and produced) in “Cost of revenues” on the consolidated statements of operations on a straight-line basis over the shorter of each title’s contractual window of availability or estimated period of use, beginning with the month of first availability. Starting July 1, 2021, the Company amortizes content assets on an accelerated basis in the initial two months after a title is published on the Company’s platform, as the Company has observed and expects more upfront viewing of content, generally as a result of additional marketing efforts. Furthermore, the amortization of original content is more accelerated than that of licensed content. The Company reviews factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment. The Company continues to review factors impacting the amortization of content assets on an ongoing basis and will also record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant content licensing. The Company’s business model is generally subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content assets will be stated at the lower of unamortized cost or fair value. No such changes were identified during the years ended December 31, 2022 and 2021. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off. |
Property and equipment | Property and equipment Property and equipment are stated at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the non-cancelable |
Long-lived assets | Long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amount to the future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered impaired, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value. No impairment charge related to long-lived assets was recognized for the years ended December 31, 2022, and 2021. |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill represents the excess of the cost of acquisitions over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed. At least annually, in the fourth quarter of each fiscal year or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level, which is the same or one level below the operating segment level. The Company determined that it has one reporting unit. The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of relevant events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed; however, if the Company concludes otherwise, an impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill. Intangible assets other than goodwill are carried at cost and amortized over their estimated useful lives. Amortization is recorded within General and administrative expenses on the consolidated statements of operations. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset exceeds its fair value. During the second quarter of 2022, the Company experienced a sustained decrease in its share price, and this triggering event was an indication that it was more likely than not that the fair value of the Company’s single reporting unit was below its carrying value. The Company performed an interim goodwill impairment test of its goodwill as of June 30, 2022 and recognized a goodwill impairment charge of million, as the fair value of the reporting unit was less than the related carrying value. This charge is included in impairment of goodwill and intangible assets on the Company’s consolidated statements of operations for the year ended December 31, 2022. The determination of the fair value of the Company’s reporting unit was based on a combination of the income and the market approach. The Company applied equal weighting to each of the approaches in determining the fair value of the reporting unit. Under the income approach, the Company utilized discounted cash flows of forecasted future cash flows based on future operational expectations and discounted these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflect actual business trends experienced and the Company’s long-term business strategy. Under the market approach, the Company utilized the guideline public company method and guideline transaction method to develop valuation multiples and compare the Company to similar publicly traded companies. The significant assumptions under each of the approaches include, among others: revenue projections (which are dependent on future customer subscriptions and content licensing agreements), operating expenses, discount rate, control premium and a terminal growth rate. The cash flows used to determine the fair values are dependent on a number of significant management assumptions, such as the Company’s expectations of future performance and the expected future economic environment, which are partly based upon the Company’s historical experience. The Company also considered its market capitalization in assessing the reasonableness of the reporting unit fair value. During the second quarter of 2022, the Company also determined there were impairment indicators with respect to certain of the Company’s definite-lived intangible assets. As a result, the Company performed an impairment test by comparing the carrying values of the intangible assets to their respective fair values, which were determined based on forecasted future cash flows. As a result of this impairment test, the Company recorded an impairment charge of $0.8 million, which is reflected as a component of impairment of goodwill and intangible assets on the Company’s consolidated statements of operations for the year ended December 31, 2022. |
Warrant liability | Warrant liability The Company classifies its Private Placement Warrants as liabilities as the terms of these warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price, including the fair value of any non-cash Determining the fair value of assets acquired and liabilities assumed requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expense in the consolidated statements of operations. |
Revenue recognition | Revenue recognition Subscriptions—O&O Service The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into month-to-month The Company also offers gift certificates for use on a future date. The Company recognizes revenue from gift certificates when the services have been provided. The gift certificates do not expire. Subscriptions—App Services The Company also earns subscription revenues through its App Services. These subscriptions are similar to the O&O Service subscriptions but are generated based on agreements with certain streaming media players as well as with Smart TV brands and gaming consoles (see Note 1). Under these agreements, the streaming media player typically bills the subscriber directly and then remits the collected subscriptions to the Company, net of a distribution fee. The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding distribution fees as an expense. The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers. License Fees—Affiliates The Company generates license fee revenues from MVPDs such as Comcast and Cox as well as from vMVPDs such as Amazon and Sling TV (MVPDs and vMVPDs are also referred to as affiliates). Under the terms of the agreements with these affiliates, the Company receives license fees based upon contracted programming rates and subscriber levels reported by the affiliates. In exchange, the Company licenses its content to the affiliates for distribution to their subscribers. The Company earns revenue under these agreements either based on the total number of subscribers multiplied by rates specified in the agreements or based on fixed fee arrangements. These revenues are recognized over the term of each agreement when earned. License Fees—Content Licensing The The Company’s performance obligations include (1) access to its SVOD platform via the Company’s O&O Service and App Services, (2) access to the Company’s content assets, and (3) licenses of specific program titles. In contracts containing the right to access the Company SVOD platform, the performance obligation is satisfied as access to the SVOD platform is provided post any free trial period. In contracts which contain access to the Company’s content assets, the performance obligation is satisfied as access to the content is provided. For contracts with licenses of specific program titles, the performance obligation is satisfied as that content is made available for the customer to use. Payment |
Cost of revenues | Cost of revenues Cost of revenues primarily includes content asset amortization, streaming delivery costs, payment processing costs and distribution fees. |
Advertising and marketing | Advertising and marketing Advertising and marketing expenses include digital, radio, brand awareness, and television types of costs. These costs are expensed as incurred. For the years ended December 31, 2022 and 2021 , |
Stock-based compensation | Stock-based compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value is recognized in earnings over the period during which an employee is required to provide the |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities as reported in the consolidated balance sheets and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as a component of the income tax provision in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income tax paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts, and circumstances existing at that time. To the extent the assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. |
Recently Issued and Adopted Financial Accounting Standards | Recently Issued and Adopted Financial Accounting Standards As an Emerging Growth Company (“EGC”), the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) 2016-02” 2016-02 right-of-use The adoption of this standard resulted in the recognition of operating lease liabilities of $ 5.3 right-of-use 4.0 January 1, 2022, and the adoption of this new guidance did not have a material impact on the consolidated statements of operations or cash flows. Refer to Note 13 for further information regarding the impact of adoption of this standard on the Company’s consolidated financial statements. Accounting Standards Effective in Future Periods Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13, 2016-13”).” 2016-13 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of company's cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statement of cash flows | A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2022 and 2021 is as follows: As of December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 40,007 $ 15,216 Restricted cash 500 2,331 Cash, cash equivalents and restricted cash $ 40,507 $ 17,547 |
Equity Investments and Busine_2
Equity Investments and Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investments | The Company’s carrying values for its equity method investments as of December 31, 2022 and 2021 is as follows: Spiegel Nebula Total (in thousands) Balance, December 31, 2021 (1) $ 3,089 $ 6,898 $ 9,987 Investments in equity method investees — 1,625 1,625 Equity interests (loss) income (190 ) (656 ) (846 ) Balance, December 31, 2022 $ 2,899 $ 7,867 $ 10,766 (1) Nebula’s investment in equity method investees balance include d |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components [Line Items] | |
Schedule of investments in debt securities at fair value | The Company’s investments in debt securities at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2) are: As of December 31, 2022 As of December 31, 2021 Cash and Short-term Investments (non-current) Total Cash and Short-term Investments (non-current) Total (in thousands) (in thousands) Level 1 Securities Money market funds $ 17,724 $ — $ — $ 17,724 $ 11,709 $ — $ — $ 11,709 U.S. Government debt securities — — — — — 13,582 — 13,582 Total Level 1 Securities 17,724 — — 17,724 11,709 13,582 — 25,291 Level 2 Securities Corporate debt securities — 14,986 — 14,986 — 50,641 15,430 66,071 Municipal debt securities — — — — — 1,610 — 1,610 Total Level 2 Securities — 14,986 — 14,986 — 52,251 15,430 67,681 Total $ 17,724 $ 14,986 $ — $ 32,710 $ 11,709 $ 65,833 $ 15,430 $ 92,972 |
Schedule of corporate, u.s. government, and municipal debt securities | The following tables summarize the Company’s corporate, U.S. government, and municipal debt securities: As of December 31, 2022 Amortized Gross Gross Estimated (in thousands) Debt Securities: Corporate $ 15,026 $ — $ (40 ) $ 14,986 Total $ 15,026 $ — $ (40 ) $ 14,986 As of December 31, 2021 Amortized Gross Gross Estimated (in thousands) Debt Securities: Corporate $ 66,281 $ — $ (210 ) $ 66,071 U.S. Government 13,594 — (12 ) 13,582 Municipalities 1,610 — — 1,610 Total $ 81,485 $ — $ (222 ) $ 81,263 |
Schedule of fair value of investments in corporate, U.S. government, and municipal debt securities by contractual maturity | The fair value of the Company’s investments in corporate, U.S. government, and municipal debt securities as of December 31, 2022 and 2021, by contractual maturity is as follows: As of December 31, 2022 As of December 31, 2021 Amortized Estimated Fair Amortized Cost Estimated (in thousands) (in thousands) Due in one year or less $ 15,026 $ 14,986 $ 66,001 $ 65,833 Due after one year through five years — — 15,484 15,430 Due after five years — — — — Total $ 15,026 $ 14,986 $ 81,485 $ 81,263 |
Schedule of content assets | Content assets consisted of the following: As of December 31, 2022 2021 (in thousands) Licensed content, net Released, less amortization $ 11,154 $ 11,406 Prepaid and unreleased 4,014 9,119 15,168 20,525 Produced content, net Released, less amortization 33,094 18,507 In production 20,240 33,650 53,334 52,157 Total $ 68,502 $ 72,682 |
Schedule of amortized licensed content costs and produced content costs | the Company amortized licensed content costs and produced content costs during the years ended December 31, 2022 and 2021, respe cti For the year ended 2022 2021 (in thousands) Licensed content $ 8,480 $ 8,961 Produced content 30,811 18,920 $ 39,291 $ 27,881 |
Schedule of Property and equipment | Property and equipment Property and equipment are summarized by major classifications as follows: Estimated useful life (in years) As of December 31, 2022 2021 (in thousands) Furniture and fixtures 10 to 15 $ 108 $ 108 Equipment 5 1,252 1,247 Computer and software 3 to 5 857 729 Website and application development 3 37 422 Leasehold improvements Lesser of lease term or lives 703 703 Work-in-progress — 5 32 Property and equipment, gross 2,962 3,241 Less accumulated depreciation and amortization 1,868 1,899 Property and equipment, net $ 1,094 $ 1,342 |
Schedule of Changes in goodwill | Changes in goodwill for the year ended December 31, 2022, was as follows (in thousands): Balance, December 31, 2021 $ 2,793 Impairment of Goodwill (see Note 2) 2,793 Balance, December 31, 2022 $ — |
Schedule of intangible assets | Intangible assets as of December 31, 2022 were comprised of the following: Weighted Gross Accumulated Impairment Net (in thousands) Customer relationships 1.3 $ 940 $ (393 ) $ (430 ) $ 117 Trademark 3.9 570 (133 ) (320 ) 117 Covenant-not-to-compete 1.4 130 (52 ) (61 ) 17 $ 1,640 $ (578 ) $ (811 ) $ 251 |
Schedule of private placement warrants | As of December 31, 2022 2021 (in thousands) Level 3 Private Placement Warrants $ 257 $ 5,661 Total Level 3 $ 257 $ 5,661 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues disaggregated | For the year ended December 31, 2022 2021 (in thousands, except percentages) Subscriptions—O&O Service $ 31,069 40 % $ 20,906 29 % Subscriptions—App Services 3,940 5 % 3,915 6 % Subscriptions—Total 35,009 45 % 24,821 35 % License Fees—Affiliates 16,357 21 % 18,572 26 % License Fees—Content Licensing (1) 24,691 31 % 24,758 35 % License Fees—Total 41,048 52 % 43,330 61 % Other—Total (1) 1,986 3 % 3,110 4 % Total Revenues $ 78,043 $ 71,261 |
Schedule of revenues expected to be recognized in the future related to performance obligations | For the year ending December 31, 2023 2024 2025 2026 Thereafter Total (in thousands) Remaining Performance Obligations $ 9,705 $ 5,469 $ 3,779 $ 115 $ 197 $ 19,265 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of fair value Black-Scholes option | As of December 31, 2022 2021 Exercise Price $ 11.50 $ 11.50 Stock Price (CURI) $ 1.14 $ 5.93 Expected volatility 77.00 % 58.00 % Expected warrant term (years) 2.8 3.8 Risk-free interest rate 4.22 % 1.12 % Dividend yield 0 % 0 % Fair Value per Private Placement Warrant $ 0.07 $ 1.54 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share | For the year ended 2022 2021 (in thousands, except per Numerator—Basic EPS: Net loss $ (50,917 ) $ (37,635 ) Denominator—Basic EPS: Weighted–average shares—Basic 52,787 51,482 Net loss per share—Basic $ (0.96 ) $ (0.73 ) Numerator—Diluted EPS: Net loss $ (50,917 ) $ (37,635 ) Decrease in fair value of Private Placement Warrants — (15,182 ) Net loss—Diluted $ (50,917 ) $ (52,817 ) Denominator—Diluted EPS: Weighted–average shares—Basic 52,787 51,482 Incremental common shares from assumed exercise of Private Placement Warrants — 307 Weighted–average shares—Diluted 52,787 51,789 Net loss per share—Diluted $ (0.96 ) $ (1.02 ) |
Schedule of antidilutive shares excluded | Antidilutive shares excluded: As of December 31, 2022 2021 (in thousands) Options 4,632 4,748 Restricted Stock Units 759 850 Warrants 6,730 3,054 12,121 8,652 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation (Tables) [Line Items] | |
Schedule of stock option and restricted stock unit | Stock Options Restricted Stock Units Number of for Issuance Number of Weighted- Weighted- Aggregate (1) Number Weighted- Balance as of December 31, 2021 1,820,504 4,747,832 $ 7.61 8.2 $ 3,254 850,277 $ 11.41 Granted (1,369,401 ) 820,741 3.18 — — 548,660 3.15 Options exercised and RSUs vested 79,776 — — — — (292,882 ) 9.95 Forfeited or expired 1,283,815 (936,480 ) 6.11 — — (347,335 ) 9.12 Balance as of December 31, 2022 1,814,694 4,632,093 $ 7.13 6.8 $ — 758,720 $ 7.14 Exercisable as of December 31, 2021 2,348,875 $ 7.74 8.0 $ 2,010 Exercisable as of December 31, 2022 3,003,687 $ 7.24 6.2 $ — Unvested as of December 31, 2021 2,398,957 $ 7.49 8.4 $ 1,244 Unvested as of December 31, 2022 1,628,406 $ 6.93 8.0 $ — (1) Intrinsic value is based on the difference between the exercise price of in-the-money-stock |
Schedule of assumptions used to value the company's stock options grants | As of December 31, 2022 2021 Dividend yield 0% 0% Expected volatility 60% - 70% 60% Expected term (years) 6.00 - 6.50 2.50 - 6.25 Risk-free interest rate 1.40% - 2.95% 0.14% - Weighted average grant date fair value $ 1.91 $ 6.58 (in thousands) Stock-based compensation—Options $ 3,829 $ 4,597 Stock-based compensation—RSUs $ 2,815 $ 2,367 |
Schedule of remaining unrecognized compensation cost | Total Unrecognized Weighted Average (in thousands) Stock options $ 5,227 1.8 Restricted Stock Units 9,166 2.4 Total $ 14,393 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenue by geographic location | For the year ended December 31, 2022 2021 (in thousands, except percentages) United States $ 48,270 62 % $ 41,461 58 % International: United Kingdom 8,191 10 % 6,749 9 % Germany 3,024 4 % 8,625 12 % Other 18,558 24 % 14,426 21 % Total International $ 29,773 38 % $ 29,800 42 % $ 78,043 100 % $ 71,261 100 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of impact of arrangements with related party on consolidated balance sheets | As of December 31, 2022 2021 (in thousands) Balance Sheets Accounts receivable $ 3,358 $ 6,254 Accounts payable 404 611 |
Schedule of impact of arrangements with related party on statement of operations | For the year ended December 31, 2022 2021 (in thousands) Statement of Operations Revenues $ 1,901 $ 5,612 Cost of revenues 4,289 1,202 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of rent and sublease rental income future minimum lease payments | The following table presents future minimum lease payments and related sublease rental income as reflected under ASC 840 as of December 31, 2021. Year Ending December 31, Rent Sublease rental income Net (in thousands) 2022 $ 530 $ (53 ) $ 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 2026 585 (59 ) 526 Thereafter 3,946 (395 ) 3,551 $ 6,732 $ (674 ) $ 6,058 |
Schedule of total operating lease cost | The Company’s total operating lease cost for the year ended December 31, 2022 was comprised of the following: For the year ended (in thousands) Operating lease cost $ 484 Short-term lease cost 42 Variable lease cost 51 Total lease cost $ 577 |
Schedule of maturities of our operating lease liabilities | As of December 31, 2022, maturities of our operating lease liabilities, which do not include short-term leases and variable lease payments, are as follows (in thousands): 2023 $ 543 2024 557 2025 571 2026 585 2027 600 Thereafter 3,346 Total Lease Payments 6,202 Less: imputed interest (1,217 ) Present value of total lease liabilities $ 4,985 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows: For the year ended 2022 2021 (in thousands) Provision for income taxes: Current: Federal $ — $ — State and L (25 ) 11 Foreign 396 345 Total current provision $ 371 $ 356 Deferred: Federal $ (3 ) $ 3 State and local (1 ) 1 Foreign — — Total deferred provision $ (4 ) $ 4 Total tax provision $ 367 $ 360 |
Schedule of effective income tax rate to the U.S. federal statutory | The following table reconciles the Company’s effective income tax rate to the U.S. federal statutory income tax rat e For the year ended December 31, 2022 2021 (in thousands, except percentages) U.S. federal statutory income tax provision (benefit) $ (10,615 ) 21.0 % $ (7,851 ) 21.0 % Permanent items (360 ) 0.7 % (3,360 ) 9.0 % State and local income taxes, net of federal tax benefit (1,938 ) 3.8 % (2,727 ) 7.3 % Change in valuation allowance 12,409 (24.5 )% 13,824 (37.0 )% Return to provision adjustments 475 (0.9 )% 129 (0.3 )% Foreign withholding taxes 396 (0.8 )% 345 (0.9 )% Total tax provision $ 367 (0.7 )% $ 360 (0.9 )% |
Schedule of deferred tax assets and liabilities | The major components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 49,050 $ 37,428 Accrued expenses and reserves 526 798 Intangibles and content assets 2,837 2,334 Deferred rent — 314 Lease liability 1,232 — Stock based compensation 3,046 2,627 Other 275 179 Total deferred tax asset 56,966 43,680 Valuation allowance (56,051 ) (43,642 ) Deferred tax assets, net of valuation allowance $ 915 $ 38 Deferred tax liabilities: Unrealized gain — (43 ) ROU asset (915 ) — Deferred tax liabilities, net $ (0 ) $ (5 ) |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business [Abstract] | |
Accessible on-demand description | The library is composed of more than six thousand accessible on-demand and ad-free productions and includes shows and series from leading non-fiction producers |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | May 11, 2022 | Apr. 16, 2022 | Mar. 04, 2022 | Jan. 01, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Operating lease liability | $ 4,985 | |||||
Right-of-use assets | 3,702 | |||||
Deferred rent and lease incentives | 1,300 | |||||
Restricted cash | 500 | 2,331 | ||||
Cash released from escrow | $ 500 | $ 1,200 | $ 200 | |||
Doubtful account | 100 | 100 | ||||
Goodwill impairment charge | 2,800 | |||||
Asset impairment charge | $ 800 | |||||
Percentage of tax benefit recognized | 50% | |||||
Advertising and marketing expenses | $ 40,709 | $ 52,208 | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Three Customers [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risk, percentage | 21% | 27% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Zero Customer [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risk, percentage | 28% | 34% | ||||
Operating Lease Liabilities [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Operating lease liability | $ 5,300 | |||||
Right-of-use assets | $ 4,000 | |||||
Maximum [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Voting Interests Percentage | 50% | |||||
Minimum [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Voting Interests Percentage | 20% |
Basis of presentation and sum_4
Basis of presentation and summary of significant accounting policies -Schedule of cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 40,007 | $ 15,216 |
Restricted Cash | 500 | 2,331 |
Cash, cash equivalents and restricted cash | $ 40,507 | $ 17,547 |
Equity Investments and Busine_3
Equity Investments and Business Combinations (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 13, 2021 | May 11, 2021 | Aug. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | May 11, 2022 | Mar. 04, 2022 | Feb. 11, 2022 | Jul. 31, 2021 | |
Equity Investments and Business Combinations Details [Line Items] | ||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 5,362 | |||||||||
ODU Acquisition [Member] | ||||||||||
Equity Investments and Business Combinations Details [Line Items] | ||||||||||
Ownership Percentage | 100% | |||||||||
Payments to Acquire Businesses and Interest in Affiliates | $ 4,500 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 4,000 | |||||||||
Holdback for indemnification | $ 500 | |||||||||
Payment from escrow funds to previous owners | $ 500 | |||||||||
Learn 25 Acquisition [Member] | ||||||||||
Equity Investments and Business Combinations Details [Line Items] | ||||||||||
Ownership Percentage | 100% | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,400 | |||||||||
Holdback for indemnification | 200 | |||||||||
Payment for earnout consideration | $ 500 | |||||||||
Payment from escrow funds to previous owners | $ 200 | |||||||||
Business combination, consideration transferred | 1,500 | |||||||||
Additional earnout consideration based on achievement of certain revenue targets | $ 600 | |||||||||
Spiegel Venture [Member] | ||||||||||
Equity Investments and Business Combinations Details [Line Items] | ||||||||||
Ownership percentage | 32% | |||||||||
Ownership amount | $ 3,300 | |||||||||
Nebula [Member] | ||||||||||
Equity Investments and Business Combinations Details [Line Items] | ||||||||||
Ownership percentage | 12% | 16.875% | ||||||||
Ownership amount | $ 6,000 | |||||||||
Ownership descriptions | Nebula is an SVOD technology platform built for and by a group of content creators. Should Nebula meet certain quarterly targets through the third quarter of 2023, the Company is obligated to purchase additional ownership interests, each for a payment of $0.8 million, which after each payment the Company will obtain an additional 1.625% of equity ownership interests. During the year ended December 31, 2022, the Company purchased additional equity interests totaling 3.25%, and during the year ended December 31, 2021, the Company purchased additional equity interests subsequent to the initial investment totaling 1.625%. These additional equity interest purchases have increased the Company’s total ownership interest in Nebula to 16.875% as of December 31, 2022. Prior to the Company’s investment, Nebula was a 100% wholly owned subsidiary of Standard Broadcast LLC (“Standard”). The Company obtained 25% of the representation on Nebula’s Board of Directors, providing the Company with significant influence, but not a controlling interest. | |||||||||
Equity investments | $ 800 |
Equity Investments and Busine_4
Equity Investments and Business Combinations - Schedule of equity method investments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Equity Method Investments Line Items | |
Beginning balance | $ 9,987 |
Investments in equity method investees | 1,625 |
Equity interests (loss) income | (846) |
Ending balance | 10,766 |
Spiegel Venture [Member] | |
Schedule Of Equity Method Investments Line Items | |
Beginning balance | 3,089 |
Investments in equity method investees | |
Equity interests (loss) income | (190) |
Ending balance | 2,899 |
Nebula [Member] | |
Schedule Of Equity Method Investments Line Items | |
Beginning balance | 6,898 |
Investments in equity method investees | 1,625 |
Equity interests (loss) income | (656) |
Ending balance | $ 7,867 |
Equity Investments and Busine_5
Equity Investments and Business Combinations - Schedule of equity method investments (Parenthetical) (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Schedule of equity method investments [Abstract] | |
Accrued Liabilities and Other Liabilities | $ 0.8 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Components [Line Items] | ||
Unamortized cost of the licensed 2022 | $ 5.1 | |
Unamortized cost of the licensed 2023 | 3 | |
Unamortized cost of the licensed 2024 | 1.3 | |
Unamortized cost of the licensed, Total | 11.2 | |
Unamortized cost of the produced content 2022 | 9.3 | |
Unamortized cost of the produced content 2023 | 8.7 | |
Unamortized cost of the produced content 2024 | 7.6 | |
Unamortized cost of the produced content, Total | 33.1 | |
Realized losses | 0.1 | $ 0.1 |
Leasehold Improvements [Member] | ||
Balance Sheet Components [Line Items] | ||
Depreciation expense | $ 0.4 | $ 0.3 |
Balance Sheet Components (Det_2
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value [Line Items] | ||
Cash and Cash Equivalents | $ 17,724 | $ 11,709 |
Short-term Investments | 14,986 | 65,833 |
Investments (non-current) | 15,430 | |
Total | 32,710 | 92,972 |
Level 1 Securities [Member] | ||
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value [Line Items] | ||
Cash and Cash Equivalents | 17,724 | 11,709 |
Short-term Investments | 13,582 | |
Total | 17,724 | 25,291 |
Level 1 Securities [Member] | U.S. Government debt securities [Member] | ||
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value [Line Items] | ||
Cash and Cash Equivalents | ||
Short-term Investments | 13,582 | |
Total | 13,582 | |
Level 1 Securities [Member] | Money market funds [Member] | ||
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value [Line Items] | ||
Cash and Cash Equivalents | 17,724 | 11,709 |
Total | 17,724 | 11,709 |
Level 2 Securities [Member] | ||
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value [Line Items] | ||
Short-term Investments | 14,986 | 52,251 |
Investments (non-current) | 15,430 | |
Total | 14,986 | 67,681 |
Level 2 Securities [Member] | Corporate debt securities [Member] | ||
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value [Line Items] | ||
Short-term Investments | 14,986 | 50,641 |
Investments (non-current) | 15,430 | |
Total | $ 14,986 | 66,071 |
Level 2 Securities [Member] | Municipal debt securities [Member] | ||
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value [Line Items] | ||
Short-term Investments | 1,610 | |
Total | $ 1,610 |
Balance Sheet Components (Det_3
Balance Sheet Components (Details) - Schedule of corporate, U.S. government, and municipal debt securities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities: | ||
Amortized Cost | $ 15,026 | $ 81,485 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (40) | (222) |
Estimated Fair Value | 14,986 | 81,263 |
Corporate [Member] | ||
Debt Securities: | ||
Amortized Cost | 15,026 | 66,281 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (40) | (210) |
Estimated Fair Value | $ 14,986 | 66,071 |
U.S. Government [Member] | ||
Debt Securities: | ||
Amortized Cost | 13,594 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (12) | |
Estimated Fair Value | 13,582 | |
Municipalities [Member] | ||
Debt Securities: | ||
Amortized Cost | 1,610 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Estimated Fair Value | $ 1,610 |
Balance Sheet Components (Det_4
Balance Sheet Components (Details) - Schedule of fair value of investments in corporate, U.S. government, and municipal debt securities by contractual maturity - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of fair value of investments in corporate, U.S. government, and municipal debt securities by contractual maturity [Abstract] | ||
Due in one year or less, Amortized Cost | $ 15,026 | $ 66,001 |
Due after one year through five years, Amortized Cost | 15,484 | |
Due after five years | 0 | |
Total | 15,026 | 81,485 |
Due in one year or less, Estimated Fair Value | 14,986 | 65,833 |
Due after one year through five years, Estimated Fair Value | 15,430 | |
Total | $ 14,986 | $ 81,263 |
Balance Sheet Components (Det_5
Balance Sheet Components (Details) - Schedule of content assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Licensed content, net | ||
Licensed content, net | $ 15,168 | $ 20,525 |
Produced content, net | ||
Produced content, net | 53,334 | 52,157 |
Total | 68,502 | 72,682 |
Released, less amortization [Member] | ||
Licensed content, net | ||
Licensed content, net | 11,154 | 11,406 |
Produced content, net | ||
Produced content, net | 33,094 | 18,507 |
Prepaid and unreleased [Member] | ||
Licensed content, net | ||
Licensed content, net | 4,014 | 9,119 |
In production [Member] | ||
Produced content, net | ||
Produced content, net | $ 20,240 | $ 33,650 |
Balance Sheet Components (Det_6
Balance Sheet Components (Details) - Schedule of company amortized licensed content costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Components (Details) - Schedule of company amortized licensed content costs [Line Items] | ||
Amortization of content assets | $ 39,291 | $ 27,881 |
Licensed content [Member] | ||
Balance Sheet Components (Details) - Schedule of company amortized licensed content costs [Line Items] | ||
Amortization of content assets | 8,480 | 8,961 |
Produced content [Member] | ||
Balance Sheet Components (Details) - Schedule of company amortized licensed content costs [Line Items] | ||
Amortization of content assets | $ 30,811 | $ 18,920 |
Balance Sheet Components (Det_7
Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,962 | $ 3,241 |
Less accumulated depreciation and amortization | 1,868 | 1,899 |
Property and equipment, net | 1,094 | 1,342 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 108 | 108 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Property and equipment, gross | $ 1,252 | 1,247 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 857 | 729 |
Website and application development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Property and equipment, gross | $ 37 | 422 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 703 | 703 |
Estimated useful life (in years), Leasehold improvements | Lesser of lease term or lives | |
Work In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5 | $ 32 |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 15 years | |
Maximum [Member] | Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Minimum [Member] | Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years |
Balance Sheet Components (Det_8
Balance Sheet Components (Details) - Schedule of Changes in goodwill $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Changes in goodwill [Abstract] | |
Balance at December 31,2021 | $ 2,793 |
Impairment of goodwill | 2,793 |
Balance at September 30, 2022 |
Balance Sheet Components (Det_9
Balance Sheet Components (Details) - Schedule of intangible assets $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 1,640 |
Accumulated Amortization | (578) |
Net Carrying Amount | 251 |
Impairment | $ (811) |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 1 year 3 months 18 days |
Gross Carrying Amount | $ 940 |
Accumulated Amortization | (393) |
Net Carrying Amount | 117 |
Impairment | $ (430) |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 3 years 10 months 24 days |
Gross Carrying Amount | $ 570 |
Accumulated Amortization | (133) |
Net Carrying Amount | 117 |
Impairment | $ (320) |
Covenant Not To Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 1 year 4 months 24 days |
Gross Carrying Amount | $ 130 |
Accumulated Amortization | (52) |
Net Carrying Amount | 17 |
Impairment | $ (61) |
Balance Sheet Components (De_10
Balance Sheet Components (Details) - Schedule of private placement warrants - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Level 3 | ||
Total Level 3 | $ 257 | $ 5,661 |
Private Placement Warrants [Member] | ||
Level 3 | ||
Total Level 3 | $ 257 | $ 5,661 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total related party revenue | $ 1.9 | $ 5.6 |
Licence fee revenue from Spiegel | 0.3 | 3 |
Marketing services rendered to Spiegel Venture | 1.3 | |
Marketing services rendered to Nebula | 1.6 | 1.3 |
Deferred revenues | 14.9 | 23.2 |
Revenues recognized | 22.3 | |
Deferred revenues noncurrent | $ 0.6 | $ 0.7 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenues disaggregated - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Subscriptions—Total | $ 35,009 | $ 24,821 | |
Subscriptions—Total, percentage | 45% | 35% | |
License Fees—Total | $ 41,048 | $ 43,330 | |
License Fees—Total, percentage | 52% | 61% | |
Other—Total | [1] | $ 1,986 | $ 3,110 |
Other—Total, percentage | [1] | 3% | 4% |
Total Revenues | $ 78,043 | $ 71,261 | |
O&O Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions—Total | $ 31,069 | $ 20,906 | |
Subscriptions—Total, percentage | 40% | 29% | |
App Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions—Total | $ 3,940 | $ 3,915 | |
Subscriptions—Total, percentage | 5% | 6% | |
Affiliates [Member] | |||
Disaggregation of Revenue [Line Items] | |||
License Fees—Total | [1] | $ 16,357 | $ 18,572 |
License Fees—Total, percentage | [1] | 21% | 26% |
Content Licensing [Member] | |||
Disaggregation of Revenue [Line Items] | |||
License Fees—Total | [1] | $ 24,691 | $ 24,758 |
License Fees—Total, percentage | [1] | 31% | 35% |
[1]For the years ended December 31, 2022 and 2021, total related party revenue was $1.9 million and $5.6 million, respectively. This consisted of $0.3 million and $3.0 million of revenue from content licensed by the Company to the Spiegel Venture during the years ended December 31, 2022 and 2021, respectively, which is included in License Fees—Content Licensing. Total related party revenue also consisted of $1.3 million for marketing services rendered to the Spiegel Venture during the year ended December 31, 2021, as well as $1.6 million and $1.3 million for marketing services rendered to Nebula during the years ended December 31, 2022 and 2021, respectively, which is included in Other Revenue. |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of revenues expected to be recognized in the future related to performance obligations $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of revenues expected to be recognized in the future related to performance obligations [Abstract] | |
2023 | $ 9,705 |
2024 | 5,469 |
2025 | 3,779 |
2026 | 115 |
Thereafter | 197 |
Total | $ 19,265 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details) - USD ($) $ in Millions | May 01, 2020 | Apr. 16, 2022 |
PPP loan maturity date | The PPP Loan was set to mature in May 2022 and bore interest at a rate of 1.0% per annum. | |
Paycheck Protection Program Loans [Member] | ||
Funding from paycheck protection program | $ 1.2 | |
Cash and cash equivalents | $ 1.2 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 14, 2020 | |
Stockholders' Equity (Details) [Line Items] | |||
Common Stock, par value | $ 0.0001 | $ 0.0001 | |
Change in gain/loss of warrant liability | $ 5.4 | $ 15.2 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | ||
Warrants expire, date | Oct. 14, 2025 | ||
Proceeds from public warrants exercised | $ 54.9 | ||
Warrants exercised | 0 | ||
Private Placement [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Number of warrants outstanding | 3,676,000 | ||
Public Warrants [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Number of warrants outstanding | 3,054,203 | ||
Warrants exercised | 4,700,000 | ||
Capital Units [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Shares Authorized | 126,000,000 | 126,000,000 | |
Common Stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Number of shares authorized to issue | 125,000,000 | 125,000,000 | |
Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Number of shares authorized to issue | 1,000,000 | 1,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of fair value Black-Scholes option - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Value Black Scholes Option [Abstract] | ||
Exercise Price | $ 11.5 | $ 11.5 |
Stock Price (CURI) | $ 1.14 | $ 5.93 |
Expected volatility | 77% | 58% |
Expected warrant term (years) | 2 years 9 months 18 days | 3 years 9 months 18 days |
Risk-free interest rate | 4.22% | 1.12% |
Dividend yield | 0% | 0% |
Fair Value per Private Placement Warrant | $ 0.07 | $ 1.54 |
Earnings (Loss) Per Share (Det
Earnings (Loss) Per Share (Details) - Schedule of basic and diluted earnings (loss) per share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator—Basic EPS: | ||
Net loss | $ (50,917) | $ (37,635) |
Denominator—Basic EPS: | ||
Weighted–average shares—Basic | 52,787 | 51,482 |
Net loss per share—Basic | $ (0.96) | $ (0.73) |
Numerator—Diluted EPS: | ||
Net loss | $ (50,917) | $ (37,635) |
Decrease in fair value of Private Placement Warrants | (15,182) | |
Net loss—Diluted | $ (50,917) | $ (52,817) |
Denominator—Diluted EPS: | ||
Weighted–average shares—Basic | 52,787 | 51,482 |
Incremental common shares from assumed exercise of Private Placement Warrants | 307 | |
Weighted–average shares—Diluted | 52,787 | 51,789 |
Net loss per share—Diluted | $ (0.96) | $ (1.02) |
Earnings (Loss) Per Share (D_2
Earnings (Loss) Per Share (Details) - Schedule of antidilutive shares excluded - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,121 | 8,652 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,632 | 4,748 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 759 | 850 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,730 | 3,054 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Oct. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares approved to be issued (in Shares) | 7,725,000 | |
Intrinsic value of options exercised | $ 1.4 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option and restricted stock unit - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of stock option and restricted stock unit [Line Items] | ||
Number of Shares Available for Issuance Under the Plan, Outstanding at beginning balance | 1,820,504 | |
Number of Shares Available for Issuance Under the Plan, Granted | (1,369,401) | |
Number of Shares Available for Issuance Under the Plan, Options exercised and RSUs vested | 79,776 | |
Number of Shares Available for Issuance Under the Plan, Forfeited or expired | 1,283,815 | |
Number of Shares Available for Issuance Under the Plan, Outstanding at ending balance | 1,814,694 | 1,820,504 |
Stock Options [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock option and restricted stock unit [Line Items] | ||
Number of Shares, Outstanding at beginning balance | 4,747,832 | |
Number of Shares, Granted | 820,741 | |
Number of Shares, Options exercised and RSUs vested | 0 | |
Number of Shares, Forfeited or expired | (936,480) | |
Number of Shares, Outstanding at ending balance | 4,632,093 | 4,747,832 |
Number of Shares, Excercisable | 3,003,687 | 2,348,875 |
Number of Shares, Unvested as of period end December 31 | 1,628,406 | 2,398,957 |
Weighted- Average Exercise Price, Outstanding at beginning balance (in Dollars per share) | $ 7.61 | |
Weighted- Average Exercise Price, Granted (in Dollars per share) | 3.18 | |
Weighted- Average Exercise Price, Options exercised and RSUs vested (in Dollars per share) | ||
Weighted- Average Exercise Price Stock Options, Forfeited or expired (in Dollars per share) | 6.11 | |
Weighted- Average Exercise Price Stock Options, Outstanding at ending balance (in Dollars per share) | 7.13 | $ 7.61 |
Weighted- Average Exercise Price, Excercisable (in Dollars per share) | 7.24 | 7.74 |
Weighted- Average Exercise Price, Unvested (in Dollars per share) | $ 6.93 | $ 7.49 |
Weighted- Average Remaining Contractual Term (in Years), Outstanding at beginning balance | 8 years 2 months 12 days | |
Weighted- Average Remaining Contractual Term (in Years), Outstanding at ending balance | 6 years 9 months 18 days | |
Weighted- Average Remaining Contractual Term (in Years), Excercisable | 6 years 2 months 12 days | 8 years |
Weighted- Average Remaining Contractual Term (in Years), Unvested | 8 years | 8 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding at beginning balance (in Dollars) | $ 3,254 | |
Aggregate Intrinsic Value, Granted (in Dollars) | 0 | |
Aggregate Intrinsic Value, Options exercised and RSUs vested (in Dollars) | 0 | |
Aggregate Intrinsic Value, Forfeited or expired (in Dollars) | 0 | |
Aggregate Intrinsic Value, Outstanding at ending balance (in Dollars) | 0 | $ 3,254 |
Aggregate Intrinsic Value, Excercisable (in Dollars) | 0 | 2,010 |
Aggregate Intrinsic Value, Unvested (in Dollars) | $ 0 | $ 1,244 |
Restricted Stock Units [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock option and restricted stock unit [Line Items] | ||
Number of Shares, Outstanding at beginning balance | 850,277 | |
Number of Shares, Granted | 548,660 | |
Number of Shares, Options exercised and RSUs vested | (292,882) | |
Number of Shares, Forfeited or expired | (347,335) | |
Number of Shares, Outstanding at ending balance | 758,720 | 850,277 |
Weighted- Average Grant Date Fair Value, Outstanding at beginning balance (in Dollars per share) | $ 11.41 | |
Weighted- Average Grant Date Fair Value, Granted (in Dollars per share) | 3.15 | |
Weighted- Average Grant Date Fair Value, Options exercised and RSUs vested (in Dollars per share) | 9.95 | |
Weighted- Average Grant Date Fair Value, Forfeited or expired (in Dollars per share) | 9.12 | |
Weighted- Average Grant Date Fair Value, Outstanding at ending balance (in Dollars per share) | $ 7.14 | $ 11.41 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | ||
Dividend yield | 0% | 0% |
Expected volatility | 60% | |
Risk-free interest rate | 4.22% | 1.12% |
Weighted average grant date fair value | $ 1.91 | $ 6.58 |
Stock-based compensation—Options | $ 3,829 | $ 4,597 |
Stock-based compensation—RSUs | $ 2,815 | $ 2,367 |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | ||
Expected volatility | 60% | |
Expected term (years) | 6 years | 2 years 6 months |
Risk-free interest rate | 1.40% | 0.14% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | ||
Expected volatility | 70% | |
Expected term (years) | 6 years 6 months | 6 years 3 months |
Risk-free interest rate | 2.95% | 1.11% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
StockBasedCompensationDetailsScheduleofremainingunrecognizedcompensationcost [Line Items] | |
Total Unrecognized Compensation Cost | $ 14,393 |
Restricted Stock Units [Member] | |
StockBasedCompensationDetailsScheduleofremainingunrecognizedcompensationcost [Line Items] | |
Total Unrecognized Compensation Cost | $ 9,166 |
Weighted Average Remaining Years | 2 years 4 months 24 days |
Stock Options [Member] | |
StockBasedCompensationDetailsScheduleofremainingunrecognizedcompensationcost [Line Items] | |
Total Unrecognized Compensation Cost | $ 5,227 |
Weighted Average Remaining Years | 1 year 9 months 18 days |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information (Details) - Schedule of revenue by geographic location - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 78,043 | $ 71,261 |
Revenue by geographic percentage | 100% | 100% |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 48,270 | $ 41,461 |
Revenue by geographic percentage | 62% | 58% |
Germany [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 3,024 | $ 8,625 |
Revenue by geographic percentage | 4% | 12% |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 8,191 | $ 6,749 |
Revenue by geographic percentage | 10% | 9% |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 18,558 | $ 14,426 |
Revenue by geographic percentage | 24% | 21% |
Total International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 29,773 | $ 29,800 |
Revenue by geographic percentage | 38% | 42% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||
Recognized revenues | $ 1.9 | $ 5.6 |
Chief Executive Officer [Member] | ||
Related Party Transactions [Line Items] | ||
Total agreement payments | $ 2.4 | 3.2 |
Chief Executive Officer [Member] | Production Company [Member] | ||
Related Party Transactions [Line Items] | ||
Ownership interest of agreement payments | 10% | |
Spiegel Venture [Member] | ||
Related Party Transactions [Line Items] | ||
Recognized revenues | $ 0.3 | 4.3 |
Nebula [Member] | ||
Related Party Transactions [Line Items] | ||
Revenue share from subscription sales | 4.3 | 1.2 |
Revenue from Advertising Services | $ 1.6 | $ 1.3 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of consolidated balance sheets - Spiegel Venture and Nebula [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Line Items] | ||
Accounts receivable | $ 3,358 | $ 6,254 |
Accounts payable | $ 404 | $ 611 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of statement of operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||
Revenues | $ 78,043 | $ 71,261 |
Spiegel Venture and Nebula [Member] | ||
Related Party Transactions [Line Items] | ||
Revenues | 1,901 | 5,612 |
Cost of revenues | $ 4,289 | $ 1,202 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Defined contribution, description | plan that covers employees 21 years of age or older with three months or greater of service. | |
Employer match contributions, description | The Company matches employee deferrals at 100% on up to 3% of compensation and 50% of employee deferrals between 3 – 5% of compensation. | |
Total employer match contributions | $ 0.3 | $ 0.4 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) [Line Items] | ||
Operating lease agreement description | The Company is party to a non-cancellable operating lease agreement for office space, which expires in 2033. | |
Operating lease right-of-use assets | $ 3,702 | |
Current lease liabilities | $ 300 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | |
Non-current lease liabilities | $ 4,648 | |
Weighted average discount rate percentage | 4.40% | |
Weighted average remaining lease term | 10 years 2 months 12 days | |
Future minimum lease payment receivable | $ 600 | |
Operating Lease [Member] | ||
Leases (Details) [Line Items] | ||
Operating lease right-of-use assets | $ 3,700 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of rent and sublease rental income future minimum lease payments $ in Thousands | Dec. 31, 2021 USD ($) |
Leases (Details) [Line Items] | |
2022 | $ 477 |
2023 | 489 |
2024 | 501 |
2025 | 514 |
2026 | 526 |
Thereafter | 3,551 |
Total | 6,058 |
Rent Expense [Member] | |
Leases (Details) [Line Items] | |
2022 | 530 |
2023 | 543 |
2024 | 557 |
2025 | 571 |
2026 | 585 |
Thereafter | 3,946 |
Total | 6,732 |
Subleases Rental Income [Member] | |
Leases (Details) [Line Items] | |
2022 | (53) |
2023 | (54) |
2024 | (56) |
2025 | (57) |
2026 | (59) |
Thereafter | (395) |
Total | $ (674) |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of total operating lease cost $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of total operating lease cost [Abstract] | |
Operating lease cost | $ 484 |
Short-term lease cost | 42 |
Variable lease cost | 51 |
Total lease cost | $ 577 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of our operating lease liabilities $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of maturities of our operating lease liabilities [Abstract] | |
2024 | $ 557 |
2023 | 543 |
2025 | 571 |
2026 | 585 |
2027 | 600 |
Thereafter | 3,346 |
Total Lease Payments | 6,202 |
Less: imputed interest | (1,217) |
Present value of total lease liabilities | $ 4,985 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Content obligations | $ 11.5 | $ 39 | ||
Current content liabilities | 2.9 | 9.7 | ||
Content assets obligations | 8.6 | $ 29.3 | ||
Advertising commitments | $ 1.1 | |||
Forecast [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Advertising obligations | $ 0.5 | $ 0.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 16, 2022 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 367 | $ 360 | |
Federal net operating loss carryforwards | 196,900 | 149,100 | |
State net operating loss carryforwards | $ 135,000 | $ 110,900 | |
Income tax benefit, description | The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. | ||
Percentage of corporate minimum tax rate | 15% | ||
Percentage of excise tax on stock repurchases | 1% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of the provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt, Current [Abstract] | ||
Federal | $ 0 | $ 0 |
State and Local | (25) | 11 |
Foreign | 396 | 345 |
Total current provision | 371 | 356 |
Deferred: | ||
Federal | (3) | 3 |
State and local | (1) | 1 |
Foreign | 0 | 0 |
Total deferred provision | (4) | 4 |
Total tax provision | $ 367 | $ 360 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of effective income tax rate to the U.S. federal statutory - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Effective Income Tax Rate To The US Federal Statutory [Abstract] | ||
U.S. federal statutory income tax provision ("benefit") | $ (10,615) | $ (7,851) |
U.S. federal statutory income tax provision ("benefit") Effective Rate | 21% | 21% |
Permanent items | $ (360) | $ (3,360) |
Permanent items Effective Rate | 0.70% | 9% |
State and local income taxes, net of federal tax benefit | $ (1,938) | $ (2,727) |
State and local income taxes, net of federal tax benefit Effective Rate | 3.80% | 7.30% |
Change in valuation allowance | $ 12,409 | $ 13,824 |
Change in valuation allowance Effective Rate | (24.50%) | (37.00%) |
Return to provision adjustments | $ 475 | $ 129 |
Return to provision adjustments Effective Rate | (0.90%) | (0.30%) |
Foreign withholding taxes | $ 396 | $ 345 |
Foreign withholding taxes Effective Rate | (0.80%) | (0.90%) |
Total Tax Provision | $ 367 | $ 360 |
Total Tax Provision Effective Rate | (0.70%) | (0.90%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets [Abstract] | ||
Net operating loss carryforwards | $ 49,050 | $ 37,428 |
Accrued expenses and reserves | 526 | 798 |
Intangibles and content assets | 2,837 | 2,334 |
Deferred rent | 0 | 314 |
Lease liability | 1,232 | 0 |
Stock based compensation | 3,046 | 2,627 |
Other | 275 | 179 |
Total deferred tax asset | 56,966 | 43,680 |
Valuation allowance | (56,051) | (43,642) |
Deferred tax assets, net of valuation allowance | 915 | 38 |
Deferred tax liabilities: | ||
Unrealized gain | 0 | (43) |
ROU asset | (915) | 0 |
Deferred tax liabilities, net | $ 0 | $ (5) |