Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
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 | 52,548,000 | ||
Entity Public Float | $ 150,200,000 | ||
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, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39139 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | |||
Cash and cash equivalents | $ 11,203 | $ 8,819 | |
Restricted cash | 6,181 | ||
Short-term investments | 22,171 | 35,525 | |
Accounts receivable | 7,222 | 1,777 | |
Other current assets | 4,467 | 2,460 | |
Total current assets | 51,244 | 48,581 | |
Investments | 2,825 | 15,654 | |
Property and equipment, net | 1,346 | 1,451 | |
Content assets, net | 32,926 | 16,627 | |
Other assets | 254 | 151 | |
Total assets | 88,595 | 82,464 | |
Current liabilities | |||
Current content liabilities | 2,116 | 3,306 | |
Accounts payable | 3,577 | 5,245 | |
Accrued expenses and other liabilities | 3,313 | 2,266 | |
Deferred revenue | 12,678 | 7,101 | |
Total current liabilities | 21,684 | 17,918 | |
Non-current deferred rent liability | 1,027 | 824 | |
Other liabilities | 67 | ||
Total liabilities | 22,778 | 18,742 | |
Commitments and contingencies | |||
Redeemable convertible preferred stock, zero and 18,383 shares issued and outstanding at December 31, 2020 and December 31, 2019; respectively; aggregate liquidation preference of $0 and $162,514 as of December 31, 2020 and December 31, 2019, respectively | 155,174 | ||
Stockholders’ equity (deficit)(1) | |||
Preferred stock, $0.0001 par value – 1,000 shares authorized; zero shares issued and outstanding at December 31, 2020 and 2019 | [1] | ||
Common stock, $0.0001 par value – 125,000 shares authorized; 40,289 issued and 39,542 shares outstanding at December 31, 2020; 13,165 shares issued and outstanding as of December 31, 2019 | [1] | 4 | 1 |
Additional paid-in capital | [1] | 208,230 | |
Accumulated other comprehensive income | [1] | 10 | 189 |
Accumulated deficit | [1] | (142,427) | (91,642) |
Total stockholders’ equity (deficit) | [1] | 65,817 | (91,452) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ 88,595 | $ 82,464 | |
[1] | Retroactively restated for the reverse recapitalization as described in Notes 3 and 7. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0 | $ 0 |
Redeemable convertible preferred stock aggregate liquidation preference (in Dollars) | $ 0 | $ 162,514 |
Redeemable convertible preferred stock shares issued | 0 | 18,383 |
Redeemable convertible preferred stock shares outstanding | 0 | 18,383 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 125,000 | 125,000 |
Common stock shares issued | 40,289 | 13,165 |
Common stock shares outsanding | 39,542 | 13,165 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 39,621 | $ 18,026 |
Operating expenses | ||
Cost of revenues | 15,418 | 6,810 |
Advertising and marketing | 42,016 | 41,628 |
General and administrative | 21,135 | 14,035 |
Total operating expenses | 78,569 | 62,473 |
Operating loss | (38,948) | (44,447) |
Other income (expense) | ||
Interest and other income (expense) | 500 | 2,072 |
Loss before income taxes | (38,448) | (42,375) |
Provision for income taxes | 179 | 142 |
Net loss | (38,627) | (42,517) |
Less preferred dividends and accretion of issuance costs | (13,788) | (15,897) |
Net loss attributable to common stockholders | $ (52,415) | $ (58,414) |
Net loss per share attributable to common stockholders | ||
Basic and diluted (in Dollars per share) | $ (2.77) | $ (4.44) |
Weighted average number of common shares outstanding | ||
Basic and diluted (in Shares) | 18,931 | 13,165 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (38,627) | $ (42,517) |
Other comprehensive income (loss) | ||
Unrealized gain (loss) on available for sale securities: | (179) | 184 |
Total comprehensive loss | $ (38,806) | $ (42,333) |
Statement of Redeemable Convert
Statement of Redeemable Convertible Preferred Stock and Stockholder’s Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Redeemable Convertible Series A Preferred Stock | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |
Balance at Dec. 31, 2018 | $ 139,277 | $ 200 | $ 5 | $ (34,435) | $ (34,230) | |||
Balance (in Shares) at Dec. 31, 2018 | 14,557 | 20,000 | ||||||
Retroactive application of the recapitalization | $ (199) | 199 | ||||||
Retroactive application of the recapitalization (in Shares) | 3,826 | (6,835) | ||||||
Balance at December 31, 2018 | $ 139,277 | $ 1 | 5 | (34,236) | (34,230) | |||
Balance at December 31, 2018 (in Shares) | 18,383 | 13,165 | ||||||
Net loss | (42,517) | (42,517) | ||||||
Stock-based compensation | 1,008 | 1,008 | ||||||
Redeemable convertible preferred stock adjustment to redemption value | 15,897 | (1,008) | (14,889) | (15,897) | ||||
Other comprehensive income (loss) | 184 | 184 | ||||||
Balance at Dec. 31, 2019 | $ 155,174 | $ 1 | 189 | (91,642) | (91,452) | [1] | ||
Balance (in Shares) at Dec. 31, 2019 | 18,383 | 13,165 | ||||||
Net loss | (38,627) | (38,627) | ||||||
Stock-based compensation | 4,584 | 4,584 | ||||||
Redeemable convertible preferred stock adjustment to redemption value | 13,788 | (1,630) | (12,158) | (13,788) | ||||
Recapitalization of redeemable convertible preferred stock into common stock | $ (168,962) | $ 2 | 168,960 | 168,962 | ||||
Recapitalization of redeemable convertible preferred stock into common stock (in Shares) | (18,383) | 18,383 | ||||||
Net Cash Contribution from Business Combination and PIPE financing | $ 1 | 35,587 | 35,588 | |||||
Net Cash Contribution from Business Combination and PIPE financing (in Shares) | 8,638 | |||||||
Exercise of Options | 253 | 253 | ||||||
Exercise of Options (in Shares) | 62 | |||||||
Exercise of Warrants | 476 | 476 | ||||||
Exercise of Warrants (in Shares) | 41 | |||||||
Other comprehensive income (loss) | (179) | (179) | ||||||
Balance at Dec. 31, 2020 | $ 4 | $ 208,230 | $ 10 | $ (142,427) | $ 65,817 | [1] | ||
Balance (in Shares) at Dec. 31, 2020 | 40,289 | |||||||
[1] | Retroactively restated for the reverse recapitalization as described in Notes 3 and 7. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (38,627) | $ (42,517) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Additions to content assets | (25,994) | (16,002) |
Change in content liabilities | (1,190) | 1,136 |
Amortization of content assets | 9,695 | 3,815 |
Stock-based compensation | 4,584 | 1,008 |
Amortization, depreciation and accretion | 573 | 142 |
Changes in operating assets and liabilities | ||
Accounts receivable | (5,445) | (502) |
Other assets | (1,634) | (484) |
Accounts payable | (1,527) | 2,357 |
Accrued expenses and other liabilities | 1,007 | 920 |
Deferred revenue | 5,644 | 5,416 |
Net cash used in operating activities | (52,914) | (44,711) |
Cash flows from investing activities | ||
Purchases of property and equipment | (367) | (767) |
Sales of investments | 43,190 | 32,580 |
Maturities of investments | 10,750 | 7,947 |
Purchase of investments | (28,118) | (48,746) |
Net cash provided by (used in) investing activities | 25,455 | (8,986) |
Cash flows from financing activities | ||
Exercise of stock options | 253 | |
Proceeds from Business Combination and PIPE financing | 41,506 | |
Payment of offering costs | (5,735) | |
Borrowings on line of credit | 9,758 | |
Repayments on line of credit | (9,758) | |
Net cash provided by financing activities | 36,024 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 8,565 | (53,697) |
Cash, cash equivalents and restricted cash, beginning of period | 8,819 | 62,516 |
Cash, cash equivalents and restricted cash, end of period | 17,384 | 8,819 |
Supplemental schedule of non-cash financing activities: | ||
Preferred dividends and accretion of issuance costs | 13,788 | 15,897 |
Supplemental disclosure: | ||
Interest payments | 17 | |
Accrued expenses for PP&E | 141 | |
Cash paid for taxes | $ 253 | $ 44 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and business | Note 1 — Organization and business On October 14, 2020 (the “Closing Date”), CuriosityStream Inc., a Delaware corporation (formerly named Software Acquisition Group Inc. (or “SAQN ”), a publicly traded special purpose acquisition company) consummated a merger pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated August 10, 2020, by and among Software Acquisition Group Inc., CS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Software Acquisition Group Inc. (“Merger Sub”), CuriosityStream Operating Inc., a Delaware corporation (formerly named CuriosityStream Inc.) (“Legacy CuriosityStream”), and Hendricks Factual Media LLC, a Delaware limited liability company (“HFM”). Pursuant to the terms of the Merger Agreement, a business combination between Software Acquisition Group Inc. and Legacy CuriosityStream was effected through the merger of Merger Sub with and into Legacy CuriosityStream, with Legacy CuriosityStream surviving as the surviving company and a wholly-owned subsidiary of Software Acquisition Group Inc. (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, Software Acquisition Group Inc. changed its name to CuriosityStream Inc. (the “Company” or “CuriosityStream”) and Legacy CuriosityStream changed its name to CuriosityStream Operating Inc., and has subsequently changed its name 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 (SVoD) platform accessible by internet connected devices, or indirectly via distribution partners who deliver CuriosityStream content via the distributor’s platform or system. The online library available for streaming spans the entire category of factual entertainment including science, history, society, nature, lifestyle, and technology. The library is composed of more than three thousand accessible on-demand and ad-free productions and includes shows and series from leading non-fiction producers. 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 streaming resolution (e.g., HD or 4K) 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, all major smart TV brands (e.g., LG, Vizio, Samsung, Sony) and gaming consoles. In addition, CuriosityStream has affiliate agreement relationships with, and its content assets are available through, major multichannel video programming distributors (“MVPDs”) and virtual MVPDs (“vMVPDs”). |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 CuriosityStream Inc. and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated. Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy CuriosityStream was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Software Acquisition Group Inc. was treated as the “acquired” company and Legacy CuriosityStream is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy CuriosityStream issuing stock for the net assets of Software Acquisition Group Inc., accompanied by a recapitalization. The net assets of Software Acquisition Group Inc. are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy CuriosityStream was determined to be the accounting acquirer based on the following predominant factors: ● Legacy CuriosityStream’s existing stockholders have the greatest voting interest in the Company; ● The largest individual stockholder in the Company was an existing stockholder of Legacy CuriosityStream; ● Legacy CuriosityStream’s directors represented the majority of the new board of directors of the Company; ● Legacy CuriosityStream’s senior management is the senior management of the Company; and ● Legacy CuriosityStream is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy CuriosityStream. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.626 established in the Business Combination. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP 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 areas in which management uses estimates include content asset amortization, the assessment of the recoverability of the content assets, and common stock and share-based awards. 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 receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States. During the years ended December 31, 2020 and 2019, the top three customers accounted for 41% and 35% of the Company’s revenues, respectively. Of these customers, one customer accounted for 26% of the Company’s revenues during the year ended December 31, 2020, and a different customer accounted for 21% of the Company’s revenues during the year ended December 31, 2019. Cash and cash equivalents and restricted cash The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2020, restricted cash represents cash deposits required by a bank as a collateral related to the Company’s line of credit for $4,500 and corporate credit card agreements of $500. In addition, as result of the Merger, the Company was required to reserve funds of $1,181 related to the Paycheck Protection Program (PPP) loan (see Note 6) in an escrow account until the PPP loan is forgiven. 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. Investments The Company holds investments in money market funds, government debt securities and corporate debt securities which the Company classifies as available-for-sale. The investments are therefore carried at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2), as noted below: As of December 31, 2020 As of December 31, 2019 Cash and Cash Equivalents Short-term Investments Investments (non-current) Total Cash Equivalents Short-term Investments Investments (non-current) Total Level 1 Securities Money market funds $ 2,165 $ - $ - $ 2,165 $ 2,973 $ - $ - $ 2,973 Government debt securities 5,999 12,892 - 18,891 - 25,996 - 25,996 Total Level 1 Securities 8,164 12,892 - 21,056 2,973 25,996 - 28,969 Level 2 Securities Corporate debt securities - 8,054 2,825 10,879 - 9,529 15,654 25,183 Municipal debt securities - 1,225 - 1,225 - - - - Total Level 2 Securities - 9,279 2,825 12,104 - 9,529 15,654 25,183 Total $ 8,164 $ 22,171 $ 2,825 $ 33,160 $ 2,973 $ 35,525 $ 15,654 $ 54,152 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. Realized gains reported in interest and other income in the accompanying consolidated statements of operations were $114 and nil for the years ended December 31, 2020 and 2019, respectively. 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, 2020 and 2019. Investments in debt securities that will mature within one year of the balance sheet dates are reflected as Short-term investments in the accompanying consolidated balance sheets. The following tables summarize the Company’s corporate and government debt securities: As of December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt Securities: Corporate $ 10,867 $ 14 $ (2 ) $ 10,879 U.S. Government 18,892 1 (2 ) 18,891 Municipalities 1,226 - (1 ) 1,225 Total $ 30,985 $ 15 $ (5 ) $ 30,995 As of December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt Securities: Corporate $ 24,994 $ 189 $ - $ 25,183 U.S. Government 25,996 - - 25,996 Total $ 50,990 $ 189 $ - $ 51,179 The table below summarizes the Company’s maturities for corporate and government debt securities at December 31, 2020 by contractual maturity periods. December 31, 2020 Amortized Cost Estimated Fair Value Due in one year or less $ 28,174 $ 28,170 Due after one year through five years 2,811 2,825 Due after five years - - Total $ 30,985 $ 30,995 Accounts receivable Accounts receivable is comprised of receivables from subscriptions, license fees, and program sales. 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, 2020 and 2019, allowance for doubtful accounts amounted to $14 and nil, respectively. Content assets, net The Company acquires, licenses and produces content, including original programming, in order to offer members 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 amortizes 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. The Company reviews factors impacting the amortization of content assets on an ongoing basis and will record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant program sales. The Company’s business model is 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. 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 lease term or the estimated useful lives. Repairs and maintenance expenses are expensed as incurred. 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, 2020 and 2019. Revenue recognition The following table sets forth the Company’s revenues disaggregated by type for the years ended December 31, 2020 and 2019, as well as the relative percentage of each revenue type to total revenue. Year Ended December 31, 2020 2019 Subscriptions – O&O Service $ 13,031 33 % $ 7,087 39 % Subscriptions – App Services 3,477 9 % 2,706 15 % Subscriptions – Total 16,508 42 % 9,793 54 % License Fees – Affiliates 16,832 42 % 7,769 43 % License Fees – Program Sales 5,691 15 % 450 3 % License Fees – Total 22,523 57 % 8,219 46 % Other – Total (a) 590 1 % 14 0 % Total Revenues $ 39,621 $ 18,026 (a) We executed and recognized revenue related to two sponsorship campaigns during the year ended December 31, 2020. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in a variety of forms, including short and long form program integration, branded social media promotional videos, broadcast advertising spots, and digital display ads. Subscriptions — O&O Service The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into non-refundable, month-to-month or annual subscriptions with the Company. The Company bills the monthly subscriber on each subscriber’s monthly anniversary date and recognizes the revenue ratably over each monthly membership period. The annual subscription fees are collected by the Company at the start of the annual subscription period and are recognized ratably over the subsequent twelve month period. Revenues are presented net of the taxes that are collected from subscribers and remitted to governmental authorities. 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. Subscription — 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. Licensing — Affiliates The Company generates license fee revenues from MVPDs such as Altice, 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. Licensing — Program Sales The Company has distribution agreements which grant a licensee limited distribution rights to the Company’s programs for varying terms, generally in exchange for a fixed license fee. Revenue is recognized once the content is made available for the licensee to use. 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. Payments terms for access to the Company’s SvoD services require payment in advance on or prior to the date access to the service is provided. Payments for contracts providing access to the Company’s content assets are paid either in advance, over the license term, or on a sales and usage basis. Payments for licenses of specific program titles are paid either upfront or over the license term on a fixed fee basis, or on a sales and usage basis. To date, there has been no financing component associated with the Company’s revenue arrangements and such arrangements do not contain rights of return provisions. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at December 31, 2020 are as follows: Year ending December 31, 2021 2022 2023 2024 Thereafter Total Remaining Performance Obligations $ 20,618 $ 8,134 $ 1,274 $ 78 $ 44 $ 30,148 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 program 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 $12,745 and $7,101 at December 31, 2020 and December 31, 2019, respectively. The increase in deferred revenues is primarily due to the growth in annual subscriptions from O&O and App Services, which requires upfront annual payments, as well as an increase in the volume of program sales activity. Revenues of $6,944 were recognized during the year ended December 31, 2020 related to the balance of deferred revenue at December 31, 2019. 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 brand awareness, digital and television types of costs. The Company expenses advertising and marketing costs as incurred. The Company incurred advertising and marketing expenses totaling $42,016 and $41,628 for the years ended December 31, 2020 and 2019, respectively. These expenses are included in advertising and marketing costs in the accompanying consolidated statements of operations. 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. See Note 9 for further details. 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 income 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 asset 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 financial accounting standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | Note 3 – Business Combination As discussed in Note 1, on October 14, 2020, the Company consummated the Merger Agreement dated August 10, 2020, with Legacy CuriosityStream surviving the merger as a wholly owned subsidiary of the Company. Legacy CuriosityStream common stock issued and outstanding were cancelled and converted into the right to receive 0.626 shares (the “Exchange Ratio”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”). Unless otherwise stated, the Exchange Ratio was applied to the number of shares and share prices of Legacy CuriosityStream throughout these consolidated financial statements. At the effective time of the Merger (the “Effective Time”), all (100%) of the issued and outstanding shares of capital stock of Legacy CuriosityStream were converted into an aggregate of 31,556,837 shares (the “Merger Shares”) of Common Stock. Pursuant to the Merger Agreement, 1,501,758 Merger Shares issued by the Company at closing will be held in escrow for a period of twelve (12) months after the Closing Date to satisfy indemnification obligations and an additional 19,924 Merger Shares will be held in escrow pending final working capital calculations (collectively, the “Escrow Shares”). In connection with the Closing, and pursuant to the terms of a PIPE Subscription Agreement entered into by the Company with certain third-party investors (the “PIPE Investors”) in connection with the execution of the Merger Agreement, the Company completed the issuance of an aggregate of 2,500,000 newly-issued shares of Common Stock for an aggregate purchase price of $25.0 million (the “PIPE”). The shares of Common Stock issued by the Company pursuant to the PIPE were issued concurrently with the Closing of the Merger on the Closing Date. Upon the closing of the Merger: ● 12,549,512 shares of SAQN Class A Common Stock held by shareholders prior to the Merger were redeemed with cash from SAQN’s trust account, leaving 2,400,488 shares of pre-existing SAQN Class A Common Stock outstanding after redemption, which were then converted into an equivalent amount of shares of Common Stock. ● all issued and outstanding shares of Legacy CuriosityStream capital stock converted into an aggregate of 31,556,837 shares of Common Stock (inclusive of the Escrow Shares); ● all of the 3,737,500 outstanding shares of SAQN’s Class B Common Stock, par value $0.0001 per share, held by Software Acquisition Holdings, LLC (the “Sponsor”), converted into an aggregate of 3,737,500 shares of Common Stock, 2,242,500 of which are subject to certain vesting conditions; ● of the 4,740,000 Private Placement Warrants held by the Sponsor immediately prior to the Effective Time, (i) 711,000 were forfeited by the Sponsor and (ii) an aggregate of 353,000 were forfeited by the Sponsor and reissued by the Company to certain PIPE Investors and holders of Common Stock existing prior to the Effective Time; ● all of the outstanding options to acquire Legacy CuriosityStream common stock were converted into options to acquire an aggregate of 2,214,246 shares of Common Stock; and ● the Company issued an aggregate of 2,500,000 shares of Common Stock to the PIPE Investors pursuant to the closing of the PIPE. The Company received $16.5 million in cash from the SAQN trust account, net of redemptions of Class A Common Stock as well as transaction costs paid at Closing of $3.1 million. In addition, the Company also received $25.0 million from the PIPE investors related to the issuance of 2,500,000 shares of Common Stock. The Company paid a total of $2.6 million of additional transaction costs related to the Business Combination in addition to the $3.1 million transaction costs deducted from the merger proceeds above, totaling $5.7 million of transaction costs. As a result of the foregoing transactions, as of the Closing Date and immediately following the completion of the Merger and the PIPE, the Company had the following outstanding securities: ● 40,194,825 shares of Common Stock (inclusive of the Escrow Shares); ● options to acquire an aggregate of 2,214,246 shares of Common Stock; and ● 7,474,991 public warrants and 4,029,000 Private Placement Warrants (inclusive of PIPE Warrants), each exercisable for one share of Common Stock at a price of $11.50 per share. |
Content Assets
Content Assets | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of Content Assets [Abstract] | |
Content assets | Note 4 — Content assets Content assets consisted of the following: December 31, 2020 2019 Licensed content, net Released, less amortization $ 9,985 $ 7,880 Prepaid and unreleased 3,022 2,685 13,007 10,565 Produced content, net Released, less amortization 9,071 3,970 In production 10,848 1,889 In development and pre-production - 203 19,919 6,062 Total $ 32,926 $ 16,627 As of December 31, 2020, $4,772, $2,891, and $1,171 of the $9,985 unamortized cost of the licensed content that has been released is expected to be amortized in each of the next three years. As of December 31, 2020, $2,172 of the $9,071 unamortized cost of the produced content that has been released is expected to be amortized in each of the next three years. In accordance with its accounting policy for content assets, the Company amortized licensed content costs and produced content costs during the years ended December 31, 2020 and 2019, respectively, as follows: Year Ended December 31, 2020 2019 Licensed content $ 6,800 $ 3,279 Produced content 2,895 536 $ 9,695 $ 3,815 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Note 5 — Property and equipment Property and equipment, net are summarized by major classifications as follows: Estimated useful lives December 31, (in years) 2020 2019 Furniture and fixtures 10 to 15 $ 108 $ 108 Equipment 5 967 961 Computer and software 3 to 5 625 534 Website and application development 3 687 687 Leasehold improvements Lesser of lease term or useful lives 703 614 Work-in-progress - 85 51 Property and equipment, gross $ 3,175 $ 2,955 Less accumulated depreciation and amortization 1,829 1,504 Property and equipment, net $ 1,346 $ 1,451 Depreciation expense related to the property and equipment above, including the amortization of leasehold improvements, was $330 and $332 for the years ended December 31, 2020 and 2019, respectively. |
Line of Credit and Paycheck Pro
Line of Credit and Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Line of Credit and Paycheck Protection Program Loan | Note 6 — Line of Credit and Paycheck Protection Program Loan On February 12, 2020, the Company obtained a one-year $4,500 line of credit facility from a bank. The line of credit calls for interest-only monthly payments at a rate equal to the LIBOR Daily Floating Rate plus 2.25%. The loan carries an unused fee of 0.25% annually on all committed but unused capital, payable quarterly in arrears. The entire unpaid principal balance was scheduled to be due upon the original loan maturity date of February 28, 2021. The line of credit facility is collateralized by cash of $4,500. At December 31, 2020, there was no balance drawn and owed under the facility. During February 2021, the loan maturity date was extended to February 28, 2022. Refer to Note 15. On May 1, 2020, the Company applied for and received funding from the Paycheck Protection Program (“PPP”) in the amount of $1,158 under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) (the “PPP Loan”). The PPP Loan matures in May 2022 and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred for six months after the date of disbursement. 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. During the year ended December 31, 2020, all $1,158 of loan proceeds were applied to covered payroll and non-payroll expenses per the PPP. The Company has 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. As a result, general and administrative expenses during the year ended December 31, 2020 within the consolidated statement of operations are reduced by these amounts. Should the Company’s loan forgiveness application be rejected, the Company may be required to repay all or a portion of the funds received under the PPP under an amortization schedule through May 2025 with an annual interest rate of 1%. The Company believes it has met all the requirements under the PPP, has submitted an application for loan forgiveness, and anticipates that it will not be required to repay any portion of the grant. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' equity | 12 Months Ended |
Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock And Stockholders Equity [Abstract] | |
Redeemable convertible preferred stock and stockholders’ equity | Note 7 — Redeemable convertible preferred stock and stockholders’ equity The consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) reflect the Business Combination as defined in Note 1 as of October 14, 2020. As Legacy CuriosityStream was deemed the accounting acquirer in the Business Combination with Software Acquisition Group Inc., all periods prior to the consummation date reflect the balances and activity of Legacy CuriosityStream. The balances as of December 31, 2019 and 2018 from the financial statements of Legacy CuriosityStream as of that date, share activity (redeemable convertible preferred stock, common stock, additional paid in capital, and accumulated deficit) and per share amounts were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 0.626. Common Stock In connection with the Business Combination, the Company amended and restated its certificate of incorporation. As of December 31, 2020, 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, 2020, the Company had 7,433,589 public warrants, 3,676,000 private placement warrants, and 353,000 PIPE warrants outstanding. These warrants are equity classified. Following the consummation of the Business Combination, holders of the public, private placement, and PIPE warrants are entitled to acquire common stock of the Company. 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, beginning 30 days after the Closing Date. All Warrants will expire five years after the completion of the Business Combination. Once the public warrants became exercisable, the Company had the right to redeem the outstanding 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 day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the warrant holders. The private placement warrants are identical to the public warrants except that, so long as they are held by the 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. Warrant Type Cash Exercise Price per share Warrants Outstanding on Warrants Exercised from Closing Date to 12/31/20 Warrants Outstanding Public Warrants (CURIW) $ 11.50 7,474,991 (41,402 ) 7,433,589 Private Placement and PIPE Warrants $ 11.50 4,029,000 - 4,029,000 Total 11,503,991 (41,402 ) 11,462,589 Legacy CuriosityStream Redeemable Convertible Preferred Stock During November and December 2018, in connection with a private placement equity offering, Legacy CuriosityStream issued 14,557,000 shares of Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) in exchange for gross proceeds of $145,570. Legacy CuriosityStream incurred equity issuance costs of $8,027 in connection with this offering, which were reflected as a reduction to the initial carrying value of the Series A Preferred Stock balance. The holders of the Series A Preferred Stock had the right, exercisable at any time prior to the Closing Date, to convert all or any of such shares into a number of shares of Class A Common Stock equal to the Accrued Value divided by the then-current Conversion Price. The Accrued Value was equal to the original liquidation preference of $10.00 per share of Series A Preferred Stock plus an additional amount equal to the dollar amount of any accrued but unpaid dividends (see below). The Conversion Price was initially $10.00 per share, but was subject to certain anti-dilution adjustments. Holders of Series A Preferred Stock were entitled to vote on an as-converted basis on all matters on which holders of Legacy CuriosityStream common stock voted. Holders of Series A Preferred Stock were entitled to dividends equal to 10% of the Accrued Value per annum. Such dividends were cumulative and accrued daily in arrears. Cash dividends were payable when, as and if declared by the Board of Directors. If the Board of Directors did not declare a cash dividend in respect of all or a portion of the dividend when due, the Accrued Value of the Series A Preferred Stock was increased by a corresponding amount. No such dividends were declared through the Closing Date. As of October 14, 2020 and December 31, 2019, cumulative dividends on the Series A Preferred Stock totaled $30,216 and $16,945, respectively. Immediately prior to the effective date of a Fundamental Change, the Series A Preferred Stock would automatically convert into a number of shares of Legacy CuriosityStream’s Class A Common Stock equal to the Accrued Value (plus any other accrued but unpaid dividends), divided by the lesser of (1) the applicable acquisition or sale price or (2) the then-current Conversion Price on the date of closing such transaction. A Fundamental Change was defined in the Certificate of Designations for the Series A Preferred Stock as any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer of all or substantially all the assets of the Company, pursuant to which its common stock was converted into, or received a distribution of the proceeds in, cash, securities or other property, other than pursuant to a transaction in which the shareholders of the Company prior to the transaction continue to own a majority of the total voting power of the surviving company following such transaction. On August 10, 2020, Legacy CuriosityStream amended the Certificate of Designations to allow for the Merger Agreement to qualify as a Fundamental Change. The Company classifies preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. Given the redemption rights contained within the Series A Preferred Stock, the Company accounted for the outstanding preferred stock as temporary equity in the accompanying consolidated balance sheets through the Closing Date. Series A Preferred Stock, was initially recorded at its fair value, net of transaction costs, at issuance date. At each reporting period prior to the Closing Date, the amount was adjusted by accreting changes in the redemption value over the period from the date of issuance to the earliest redemption date. The recorded redemption value ($168,961 and $155,174 at the Closing Date and December 31, 2019, respectively) includes accrued but unpaid dividends and accretion of issuance costs. Immediately prior to the completion of the Business Combination on October 14, 2020, all outstanding shares of Legacy CuriosityStream’s Series A Preferred Stock converted into 29,365,570 shares of Legacy CuriosityStream Class A Common Stock, which were then converted into Common Stock of the Company as a result of the Business Combination using the recapitalization Exchange Ratio. The redeemable convertible preferred stock was also reclassified into permanent equity as a result of the Business Combination on the Closing Date. |
Earnings (loss) Per Share
Earnings (loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
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 year. 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 the if-converted method for redeemable convertible preferred stock. 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. Year ended 2020 2019 Numerator: Net loss $ (38,627 ) $ (42,517 ) Less preferred dividends and accretion of issuance costs (13,788 ) (15,897 ) Net loss attributable to common stockholders $ (52,415 ) $ (58,414 ) Denominator: Weighted-average shares - basic 18,931,456 13,164,675 Effect of dilutive securities: Warrants - - Options - - Restricted Stock Units - - Weighted-average shares - diluted 18,931,456 13,164,675 Basic and diluted loss per share $ (2.77 ) $ (4.44 ) For the years ended December 31, 2020 and 2019, 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 due to the net loss incurred during each period. Common shares issuable for warrants, options, and restricted stock units represent the total amount of outstanding warrants, stock options, and restricted stock units at December 31, 2020 and 2019. Antidilutive shares excluded: December 31, 2020 2019 Warrants 11,462,589 - Options 4,710,717 2,292,820 Restricted Stock Units 413,277 - Series A Preferred Stock - 18,382,848 16,586,583 20,675,668 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
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. Legacy CuriosityStream Stock Option Plan Prior to the Business Combination, Legacy CuriosityStream maintained a stock-based compensation plan. The Legacy CuriosityStream Stock Option Plan provided for the grant of options to purchase shares of common stock to employees, non-employee directors, consultants and independent contractors at option exercise prices and vesting terms as determined by the Legacy CuriosityStream Board of Directors. Each Legacy CuriosityStream option from the Legacy CuriosityStream Stock Option Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to acquire a number of shares of Common Stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy CuriosityStream common stock subject to such Legacy CuriosityStream option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy CuriosityStream option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Merger Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy CuriosityStream option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. 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 adjusted by the Exchange Ratio, for the years ended December 31, 2020 and 2019: Stock Options Restricted Stock Units Number of Shares Available for Issuance Under the Plan Number of Shares Weighted- Weighted- Aggregate Intrinsic Value (1) Number of Shares Weighted- Outstanding at December 31, 2019 567,435 3,632,565 $ 2.57 9.1 $ 278 - $ - Recapitalization Impact 1,339,745 (1,339,745 ) 1.51 Outstanding at December 31, 2019 1,907,180 2,292,820 $ 4.08 9.1 $ 278 - - Additional Shares Authorized 3,525,000 - - - - - - Granted (2) (3,414,407 ) 3,162,955 8.53 - - 251,452 $ 9.21 Options exercised and RSUs vested - (62,358 ) 4.04 - - - - Forfeited or expired 352,993 (347,851 ) 4.05 - - (5,142 ) $ 9.21 Options cancelled in exchange for RSUs 334,849 (334,849 ) 4.20 - - - - RSUs issued as replacement for cancelled options (166,967 ) - - - - 166,967 $ 9.21 Outstanding at December 31, 2020 2,538,648 4,710,717 $ 7.06 8.5 $ 32,349 413,277 $ 9.21 Exercisable at December 31, 2019 273,958 $ 4.04 8.9 $ 43 Exercisable at December 31, 2020 1,275,524 $ 7.36 6.6 $ 8,320 Unvested at December 31, 2019 2,018,862 $ 4.09 9.2 $ 235 Unvested at December 31, 2020 3,435,193 $ 6.96 9.2 $ 24,029 (1) Intrinsic value is based on the difference between the exercise price of in-the-money-stock options and the fair value of the Company’s Common Stock as of the respective balance sheet date. (2) Included in options granted during the year ended December 31, 2020 is a total of 558,642 fully vested options with an exercise price of $11.50 and a five-year contractual term, which resulted in compensation expense totaling $2.1 million being recorded upon grant. The total grant-date fair value of stock options vested during the year ended December 31, 2020 and 2019 was $2,967 and $313, respectively. The intrinsic value of options exercised during the year ended December 31, 2020 was $373. There were no options exercised during the year ended December 31, 2019. Options and RSUs generally have a four-year vesting period with 25% of the shares vesting on each anniversary date. When options are exercised, the Company’s policy is to issue previously unissued shares of Common Stock to satisfy share option exercises. 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, the simplified method, given the lack of historical exercise behavior. The Company uses 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, 2020 and 2019 were as follows: 2020 2019 Dividend yield 0% 0% Expected volatility 60% 60% Expected term (years) 5.00-6.25 6.25 Risk-free interest rate 0.38% to 1.71% 1.71% to 2.54% Weighted-average grant date fair value $4.15 $1.04 Stock-based compensation - Options $4,455 $1,008 Stock-based compensation - RSUs $129 $- 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, 2020 related to non-vested stock options and restricted stock units and the weighted average remaining years over which the cost will be recognized: Total Unrecognized Compensation Cost Weighted Average Remaining Years Stock Options $ 12,398 3.5 Restricted Stock Units 3,583 3.4 Total $ 15,981 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and geographic information | Note 10 — Segment and geographic information The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on an entry-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 no foreign country individually comprising greater than 10% of total revenue, is as follows. Year Ended December 31, 2020 2019 United States $ 31,123 79 % $ 14,062 78 % International 8,498 21 % 3,964 22 % $ 39,621 100 % $ 18,026 100 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 11 — Related party transactions Operating lease The Company sublets a portion of its office space back to a related party (see Note 13). Related party sublease rental income recognized on a straight-line basis totaled $53 for the years ended December 31, 2020 and 2019, and is included in general and administrative expenses in the accompanying consolidated statements of operations. The related party deferred rent receivable related to the straight-line rent accrual was $67 and $46 at December 31, 2020 and 2019, respectively, and is included in other assets in the accompanying consolidated balance sheets. 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 the agreements entered into during the years ended December 31, 2020 and 2019, the Company paid a total of $3,038 during the year ended December 31, 2020 upon the different milestones stated in the agreements. Under these agreements, the Company will pay additional amounts totaling $993, payable upon the attainment of the remaining milestones which are expected to be achieved during the year ending December 31, 2021. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
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 $211 and $215 for the years ended December 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 13 — Commitments and contingencies Content commitments The Company had $26,022 and $10,858 of content obligations as of December 31, 2020 and 2019, respectively, comprised of $2,116 and $3,306 included in current content liabilities in the accompanying consolidated balance sheets as of December 31, 2020 and 2019, respectively, and $23,906 and $7,552 of obligations that are not reflected in the accompanying consolidated balance sheets of December 31, 2020 and 2019, respectively as they did not yet meet the asset recognition criteria for content assets (see Note 2). Of the content obligations that are not reflected in the consolidated balance sheets, $22,356 and $1,550 of these amounts are expected to be paid during the years ending December 31, 2021 and 2022, respectively. Content obligations include amounts related to licensed, commissioned and internally produced streaming content. An obligation for the production of content includes non-cancelable commitments under creative talent and employment agreements. An obligation for the licensed and commissioned content is incurred at the time the Company enters into an agreement to obtain future titles. Once a title becomes available, a content liability is generally recorded. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date. 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 $35,399 as of December 31, 2019, and $17,917 as of December 31, 2020, of which $11,917 and $6,000 is expected to be paid in 2021 and 2022, respectively. Operating leases The Company leases corporate office space in Silver Spring, Maryland. The lease was set to expire April 30, 2027 with an accelerated expiration option on either July 31, 2021 or July 31, 2023, which required payment of an accelerated payment as defined in the lease agreement. On August 1, 2020, the lease was amended to extend the term of the lease for an additional 70 months from the previous expiration date of April 30, 2027 to now expire on February 28, 2033. The terms of the lease include a rent abatement period of ten months and a tenant improvement allowance of $93 and $295 for 2020 and 2021, respectively. Total rent paid under the terms of the lease was $317 and $530 for the years ended December 31, 2020 and 2019, respectively. Rent expense has been calculated on a straight-line basis over the term of the lease. Accordingly, rent expense included in general and administrative expenses in the accompanying consolidated statements of operations totaled $528 and $532 for the years ended December 31, 2020 and 2019, respectively. The CuriosityStream office rent and related party sublease rental income future minimum lease payments for the above operating lease is as follows: Year Ending December 31, CuriosityStream Sublease rental Net rent 2021 $ 304 $ (30 ) $ 274 2022 530 (53 ) 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 Thereafter 4,531 (453 ) 4,078 $ 7,036 $ (703 ) $ 6,333 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 — Income taxes The components of the provision for income taxes are as follows: For the year ended December 31, 2020 2019 Provision for income taxes: Current: Federal $ — $ — State and local 25 12 Foreign 154 130 Total current provision $ 179 $ 142 Deferred: Federal $ — $ — State and local — — Foreign — — Total deferred provision $ — $ — Total tax provision $ 179 $ 142 The following table reconciles the Company’s effective income tax rate to the U.S. federal statutory income tax rate. For the year ended December 31, 2020 2019 US federal statutory income tax provision $ (8,074 ) 21.0 % $ (8,897 ) 21.0 % Permanent items (585 ) 1.5 % (18 ) 0.0 % State and local income taxes, net of federal tax benefit (2,002 ) 5.2 % (2,589 ) 6.1 Change in valuation allowance 9,798 (25.5 )% 11,904 (28.1 )% Return to provision adjustments 888 (2.3 )% 230 (0.5 )% Foreign withholding tax 154 (0.4 )% 130 (0.3 )% Change in state tax rate - - % (616 ) 1.5 % Other - - % (2 ) 0.0 % Total Tax Expense $ 179 (0.5 )% $ 142 (0.3 )% The Company has recorded a $179 and $142 current provision primarily related to foreign withholding income taxes for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2020 and 2019, 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: December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 24,877 $ 15,905 Accrued expenses and reserves 494 — Intangibles and content assets 2,712 3,573 Deferred rent 260 231 Stock based compensation 1,384 283 Other 93 78 Total deferred tax assets 29,820 20,070 Valuation allowance (29,817 ) (20,019 ) Net deferred taxes 3 51 Unrealized gain (3 ) (51 ) Net deferred tax assets (liability) $ — $ — As of December 31, 2020 and 2019, the Company maintained a full valuation allowance on its net 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 in the tax basis of intangibles and content assets that will be recovered as those assets are sold or the basis is amortized. On the date of the conversion, Legacy CuriosityStream recorded an estimated net deferred tax asset relating to this partial step-up in tax basis. The valuation allowance was determined in accordance with applicable accounting guidance, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses, required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support a reversal of the valuation allowance. As of December 31, 2020 and 2019, the Company had federal net operating loss carryforwards of approximately $97,227 and $59,566, respectively, which do not expire. As of December 31, 2020 and 2019, the Company had gross state net operating loss carryforwards of approximately $76,979 and $56,101, respectively, which begin to expire in 2024. All of the federal and state net operating losses may be subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. An annual loss limitation may result in the expiration or reduced utilization of the net operating losses. 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 March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law in response to the COVID-19 pandemic. The CARES Act provides numerous tax provisions and stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company has evaluated the provisions of the CARES Act relating to income taxes which will not result in material impact on its consolidated financial statements. The Company has not been audited by the Internal Revenue Service or any state income or franchise tax agency. All tax years remain open to examination by major taxing jurisdictions to which the Company is subject. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 15 — Subsequent events On February 8, 2021, the Company consummated an underwritten public offering (the “Offering”) of 6,500,000 shares of the Company’s common stock, par value per share $0.0001 (“Common Stock”), plus an over-allotment option to purchase up to 975,000 additional shares of Common Stock granted to the underwriters who participated in the Offering, which over-allotment option was exercised by the underwriters in full on February 5, 2021. The net proceeds to the Company from the Offering were $94.1 million, after deducting underwriting discounts and commissions and offering expenses payable by us in connection with the Offering. Subsequent to December 31, 2020, the Company received funds of approximately $55 million for the exercise of 4.8 million warrants. Effective February 28, 2021, the maturity of the line of credit agreement was extended to February 28, 2022. All other terms of the line of credit agreement remained unchanged. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 CuriosityStream Inc. and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated. Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy CuriosityStream was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Software Acquisition Group Inc. was treated as the “acquired” company and Legacy CuriosityStream is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy CuriosityStream issuing stock for the net assets of Software Acquisition Group Inc., accompanied by a recapitalization. The net assets of Software Acquisition Group Inc. are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy CuriosityStream was determined to be the accounting acquirer based on the following predominant factors: ● Legacy CuriosityStream’s existing stockholders have the greatest voting interest in the Company; ● The largest individual stockholder in the Company was an existing stockholder of Legacy CuriosityStream; ● Legacy CuriosityStream’s directors represented the majority of the new board of directors of the Company; ● Legacy CuriosityStream’s senior management is the senior management of the Company; and ● Legacy CuriosityStream is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy CuriosityStream. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.626 established in the Business Combination. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP 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 areas in which management uses estimates include content asset amortization, the assessment of the recoverability of the content assets, and common stock and share-based awards. |
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 receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States. During the years ended December 31, 2020 and 2019, the top three customers accounted for 41% and 35% of the Company’s revenues, respectively. Of these customers, one customer accounted for 26% of the Company’s revenues during the year ended December 31, 2020, and a different customer accounted for 21% of the Company’s revenues during the year ended December 31, 2019. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2020, restricted cash represents cash deposits required by a bank as a collateral related to the Company’s line of credit for $4,500 and corporate credit card agreements of $500. In addition, as result of the Merger, the Company was required to reserve funds of $1,181 related to the Paycheck Protection Program (PPP) loan (see Note 6) in an escrow account until the PPP loan is forgiven. |
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. |
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. The investments are therefore carried at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2), as noted below: As of December 31, 2020 As of December 31, 2019 Cash and Cash Equivalents Short-term Investments Investments (non-current) Total Cash Equivalents Short-term Investments Investments (non-current) Total Level 1 Securities Money market funds $ 2,165 $ - $ - $ 2,165 $ 2,973 $ - $ - $ 2,973 Government debt securities 5,999 12,892 - 18,891 - 25,996 - 25,996 Total Level 1 Securities 8,164 12,892 - 21,056 2,973 25,996 - 28,969 Level 2 Securities Corporate debt securities - 8,054 2,825 10,879 - 9,529 15,654 25,183 Municipal debt securities - 1,225 - 1,225 - - - - Total Level 2 Securities - 9,279 2,825 12,104 - 9,529 15,654 25,183 Total $ 8,164 $ 22,171 $ 2,825 $ 33,160 $ 2,973 $ 35,525 $ 15,654 $ 54,152 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. Realized gains reported in interest and other income in the accompanying consolidated statements of operations were $114 and nil for the years ended December 31, 2020 and 2019, respectively. 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, 2020 and 2019. Investments in debt securities that will mature within one year of the balance sheet dates are reflected as Short-term investments in the accompanying consolidated balance sheets. The following tables summarize the Company’s corporate and government debt securities: As of December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt Securities: Corporate $ 10,867 $ 14 $ (2 ) $ 10,879 U.S. Government 18,892 1 (2 ) 18,891 Municipalities 1,226 - (1 ) 1,225 Total $ 30,985 $ 15 $ (5 ) $ 30,995 As of December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt Securities: Corporate $ 24,994 $ 189 $ - $ 25,183 U.S. Government 25,996 - - 25,996 Total $ 50,990 $ 189 $ - $ 51,179 The table below summarizes the Company’s maturities for corporate and government debt securities at December 31, 2020 by contractual maturity periods. December 31, 2020 Amortized Cost Estimated Fair Value Due in one year or less $ 28,174 $ 28,170 Due after one year through five years 2,811 2,825 Due after five years - - Total $ 30,985 $ 30,995 |
Accounts receivable | Accounts receivable Accounts receivable is comprised of receivables from subscriptions, license fees, and program sales. 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, 2020 and 2019, allowance for doubtful accounts amounted to $14 and nil, respectively. |
Content assets, net | Content assets, net The Company acquires, licenses and produces content, including original programming, in order to offer members 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 amortizes 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. The Company reviews factors impacting the amortization of content assets on an ongoing basis and will record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant program sales. The Company’s business model is 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. 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 lease term or the estimated useful lives. Repairs and maintenance expenses are expensed as incurred. |
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, 2020 and 2019. |
Revenue recognition | Revenue recognition The following table sets forth the Company’s revenues disaggregated by type for the years ended December 31, 2020 and 2019, as well as the relative percentage of each revenue type to total revenue. Year Ended December 31, 2020 2019 Subscriptions – O&O Service $ 13,031 33 % $ 7,087 39 % Subscriptions – App Services 3,477 9 % 2,706 15 % Subscriptions – Total 16,508 42 % 9,793 54 % License Fees – Affiliates 16,832 42 % 7,769 43 % License Fees – Program Sales 5,691 15 % 450 3 % License Fees – Total 22,523 57 % 8,219 46 % Other – Total (a) 590 1 % 14 0 % Total Revenues $ 39,621 $ 18,026 (a) We executed and recognized revenue related to two sponsorship campaigns during the year ended December 31, 2020. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in a variety of forms, including short and long form program integration, branded social media promotional videos, broadcast advertising spots, and digital display ads. Subscriptions — O&O Service The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into non-refundable, month-to-month or annual subscriptions with the Company. The Company bills the monthly subscriber on each subscriber’s monthly anniversary date and recognizes the revenue ratably over each monthly membership period. The annual subscription fees are collected by the Company at the start of the annual subscription period and are recognized ratably over the subsequent twelve month period. Revenues are presented net of the taxes that are collected from subscribers and remitted to governmental authorities. 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. Subscription — 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. Licensing — Affiliates The Company generates license fee revenues from MVPDs such as Altice, 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. Licensing — Program Sales The Company has distribution agreements which grant a licensee limited distribution rights to the Company’s programs for varying terms, generally in exchange for a fixed license fee. Revenue is recognized once the content is made available for the licensee to use. 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. Payments terms for access to the Company’s SvoD services require payment in advance on or prior to the date access to the service is provided. Payments for contracts providing access to the Company’s content assets are paid either in advance, over the license term, or on a sales and usage basis. Payments for licenses of specific program titles are paid either upfront or over the license term on a fixed fee basis, or on a sales and usage basis. To date, there has been no financing component associated with the Company’s revenue arrangements and such arrangements do not contain rights of return provisions. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at December 31, 2020 are as follows: Year ending December 31, 2021 2022 2023 2024 Thereafter Total Remaining Performance Obligations $ 20,618 $ 8,134 $ 1,274 $ 78 $ 44 $ 30,148 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 program 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 $12,745 and $7,101 at December 31, 2020 and December 31, 2019, respectively. The increase in deferred revenues is primarily due to the growth in annual subscriptions from O&O and App Services, which requires upfront annual payments, as well as an increase in the volume of program sales activity. Revenues of $6,944 were recognized during the year ended December 31, 2020 related to the balance of deferred revenue at December 31, 2019. |
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 brand awareness, digital and television types of costs. The Company expenses advertising and marketing costs as incurred. The Company incurred advertising and marketing expenses totaling $42,016 and $41,628 for the years ended December 31, 2020 and 2019, respectively. These expenses are included in advertising and marketing costs in the accompanying consolidated statements of operations. |
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 service. The Company accounts for forfeitures as they occur. See Note 9 for further details. |
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 income 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 asset 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 financial accounting standards | Recently issued financial accounting standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of investments | As of December 31, 2020 As of December 31, 2019 Cash and Cash Equivalents Short-term Investments Investments (non-current) Total Cash Equivalents Short-term Investments Investments (non-current) Total Level 1 Securities Money market funds $ 2,165 $ - $ - $ 2,165 $ 2,973 $ - $ - $ 2,973 Government debt securities 5,999 12,892 - 18,891 - 25,996 - 25,996 Total Level 1 Securities 8,164 12,892 - 21,056 2,973 25,996 - 28,969 Level 2 Securities Corporate debt securities - 8,054 2,825 10,879 - 9,529 15,654 25,183 Municipal debt securities - 1,225 - 1,225 - - - - Total Level 2 Securities - 9,279 2,825 12,104 - 9,529 15,654 25,183 Total $ 8,164 $ 22,171 $ 2,825 $ 33,160 $ 2,973 $ 35,525 $ 15,654 $ 54,152 |
Schedule of government debt securities | As of December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt Securities: Corporate $ 10,867 $ 14 $ (2 ) $ 10,879 U.S. Government 18,892 1 (2 ) 18,891 Municipalities 1,226 - (1 ) 1,225 Total $ 30,985 $ 15 $ (5 ) $ 30,995 As of December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt Securities: Corporate $ 24,994 $ 189 $ - $ 25,183 U.S. Government 25,996 - - 25,996 Total $ 50,990 $ 189 $ - $ 51,179 |
Schedule of debt securities by contractual maturity | December 31, 2020 Amortized Cost Estimated Fair Value Due in one year or less $ 28,174 $ 28,170 Due after one year through five years 2,811 2,825 Due after five years - - Total $ 30,985 $ 30,995 |
Schedule of revenues disaggregated | Year Ended December 31, 2020 2019 Subscriptions – O&O Service $ 13,031 33 % $ 7,087 39 % Subscriptions – App Services 3,477 9 % 2,706 15 % Subscriptions – Total 16,508 42 % 9,793 54 % License Fees – Affiliates 16,832 42 % 7,769 43 % License Fees – Program Sales 5,691 15 % 450 3 % License Fees – Total 22,523 57 % 8,219 46 % Other – Total (a) 590 1 % 14 0 % Total Revenues $ 39,621 $ 18,026 |
Schedule of future related to performance obligations | Year ending December 31, 2021 2022 2023 2024 Thereafter Total Remaining Performance Obligations $ 20,618 $ 8,134 $ 1,274 $ 78 $ 44 $ 30,148 |
Content Assets (Tables)
Content Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Content Assets [Abstract] | |
Schedule of content assets consisted | December 31, 2020 2019 Licensed content, net Released, less amortization $ 9,985 $ 7,880 Prepaid and unreleased 3,022 2,685 13,007 10,565 Produced content, net Released, less amortization 9,071 3,970 In production 10,848 1,889 In development and pre-production - 203 19,919 6,062 Total $ 32,926 $ 16,627 |
Schedule of company licensed content costs | Year Ended December 31, 2020 2019 Licensed content $ 6,800 $ 3,279 Produced content 2,895 536 $ 9,695 $ 3,815 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Estimated useful lives December 31, (in years) 2020 2019 Furniture and fixtures 10 to 15 $ 108 $ 108 Equipment 5 967 961 Computer and software 3 to 5 625 534 Website and application development 3 687 687 Leasehold improvements Lesser of lease term or useful lives 703 614 Work-in-progress - 85 51 Property and equipment, gross $ 3,175 $ 2,955 Less accumulated depreciation and amortization 1,829 1,504 Property and equipment, net $ 1,346 $ 1,451 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock And Stockholders Equity [Abstract] | |
Schedule of share classes | Warrant Type Cash Exercise Price per share Warrants Outstanding on Warrants Exercised from Closing Date to 12/31/20 Warrants Outstanding Public Warrants (CURIW) $ 11.50 7,474,991 (41,402 ) 7,433,589 Private Placement and PIPE Warrants $ 11.50 4,029,000 - 4,029,000 Total 11,503,991 (41,402 ) 11,462,589 |
Earnings (loss) Per Share (Tabl
Earnings (loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share | Year ended 2020 2019 Numerator: Net loss $ (38,627 ) $ (42,517 ) Less preferred dividends and accretion of issuance costs (13,788 ) (15,897 ) Net loss attributable to common stockholders $ (52,415 ) $ (58,414 ) Denominator: Weighted-average shares - basic 18,931,456 13,164,675 Effect of dilutive securities: Warrants - - Options - - Restricted Stock Units - - Weighted-average shares - diluted 18,931,456 13,164,675 Basic and diluted loss per share $ (2.77 ) $ (4.44 ) |
Schedule of antidilutive shares excluded | Antidilutive shares excluded: December 31, 2020 2019 Warrants 11,462,589 - Options 4,710,717 2,292,820 Restricted Stock Units 413,277 - Series A Preferred Stock - 18,382,848 16,586,583 20,675,668 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Stock Options Restricted Stock Units Number of Shares Available for Issuance Under the Plan Number of Shares Weighted- Weighted- Aggregate Intrinsic Value (1) Number of Shares Weighted- Outstanding at December 31, 2019 567,435 3,632,565 $ 2.57 9.1 $ 278 - $ - Recapitalization Impact 1,339,745 (1,339,745 ) 1.51 Outstanding at December 31, 2019 1,907,180 2,292,820 $ 4.08 9.1 $ 278 - - Additional Shares Authorized 3,525,000 - - - - - - Granted (2) (3,414,407 ) 3,162,955 8.53 - - 251,452 $ 9.21 Options exercised and RSUs vested - (62,358 ) 4.04 - - - - Forfeited or expired 352,993 (347,851 ) 4.05 - - (5,142 ) $ 9.21 Options cancelled in exchange for RSUs 334,849 (334,849 ) 4.20 - - - - RSUs issued as replacement for cancelled options (166,967 ) - - - - 166,967 $ 9.21 Outstanding at December 31, 2020 2,538,648 4,710,717 $ 7.06 8.5 $ 32,349 413,277 $ 9.21 Exercisable at December 31, 2019 273,958 $ 4.04 8.9 $ 43 Exercisable at December 31, 2020 1,275,524 $ 7.36 6.6 $ 8,320 Unvested at December 31, 2019 2,018,862 $ 4.09 9.2 $ 235 Unvested at December 31, 2020 3,435,193 $ 6.96 9.2 $ 24,029 (1) Intrinsic value is based on the difference between the exercise price of in-the-money-stock options and the fair value of the Company’s Common Stock as of the respective balance sheet date. (2) Included in options granted during the year ended December 31, 2020 is a total of 558,642 fully vested options with an exercise price of $11.50 and a five-year contractual term, which resulted in compensation expense totaling $2.1 million being recorded upon grant. |
Schedule of assumptions used to value the company's stock options grants | 2020 2019 Dividend yield 0% 0% Expected volatility 60% 60% Expected term (years) 5.00-6.25 6.25 Risk-free interest rate 0.38% to 1.71% 1.71% to 2.54% Weighted-average grant date fair value $4.15 $1.04 Stock-based compensation - Options $4,455 $1,008 Stock-based compensation - RSUs $129 $- |
Schedule of remaining unrecognized compensation cost related to non-vested stock options and restricted stock units | Total Unrecognized Compensation Cost Weighted Average Remaining Years Stock Options $ 12,398 3.5 Restricted Stock Units 3,583 3.4 Total $ 15,981 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of long-lived tangible assets are located in the united states | Year Ended December 31, 2020 2019 United States $ 31,123 79 % $ 14,062 78 % International 8,498 21 % 3,964 22 % $ 39,621 100 % $ 18,026 100 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent and sublease rental income future minimum lease payments | Year Ending December 31, CuriosityStream Sublease rental Net rent 2021 $ 304 $ (30 ) $ 274 2022 530 (53 ) 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 Thereafter 4,531 (453 ) 4,078 $ 7,036 $ (703 ) $ 6,333 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the provision for income taxes | For the year ended December 31, 2020 2019 Provision for income taxes: Current: Federal $ — $ — State and local 25 12 Foreign 154 130 Total current provision $ 179 $ 142 Deferred: Federal $ — $ — State and local — — Foreign — — Total deferred provision $ — $ — Total tax provision $ 179 $ 142 |
Schedule of federal income tax rate to the Company’s effective tax rate | For the year ended December 31, 2020 2019 US federal statutory income tax provision $ (8,074 ) 21.0 % $ (8,897 ) 21.0 % Permanent items (585 ) 1.5 % (18 ) 0.0 % State and local income taxes, net of federal tax benefit (2,002 ) 5.2 % (2,589 ) 6.1 Change in valuation allowance 9,798 (25.5 )% 11,904 (28.1 )% Return to provision adjustments 888 (2.3 )% 230 (0.5 )% Foreign withholding tax 154 (0.4 )% 130 (0.3 )% Change in state tax rate - - % (616 ) 1.5 % Other - - % (2 ) 0.0 % Total Tax Expense $ 179 (0.5 )% $ 142 (0.3 )% |
Schedule of deferred tax assets or liabilities | December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 24,877 $ 15,905 Accrued expenses and reserves 494 — Intangibles and content assets 2,712 3,573 Deferred rent 260 231 Stock based compensation 1,384 283 Other 93 78 Total deferred tax assets 29,820 20,070 Valuation allowance (29,817 ) (20,019 ) Net deferred taxes 3 51 Unrealized gain (3 ) (51 ) Net deferred tax assets (liability) $ — $ — |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Accessible on-demand | The library is composed of more than three 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) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 12, 2020USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Exchange ratio | 0.626% | ||
Line of credit | $ 4,500 | $ 4,500 | |
Corporate credit card agreements | 500 | ||
Reserve funds | 1,181 | ||
Interest and other income | 114 | ||
Doubtful account | 14 | ||
Deferred revenues | 12,745 | 7,101 | |
Revenue recognized | 6,944 | ||
Advertising and marketing expenses | $ 42,016 | $ 41,628 | |
Percentage of tax benefit recognized | 50.00% | ||
Revenues [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of customers | 3 | 3 | |
Concentration risk, percentage on revenues | 41.00% | 35.00% | |
Customer One [Member] | Revenues [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage on revenues | 26.00% | ||
Customer Two [Member] | Revenues [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage on revenues | 21.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of investments - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of Investment Holdings [Line Items] | ||
Cash and Cash Equivalents | $ 8,164 | $ 2,973 |
Short-term Investments | 22,171 | 35,525 |
Investments (non-current) | 2,825 | 15,654 |
Total | 33,160 | 54,152 |
Fair Value, Inputs, Level 1 [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Cash and Cash Equivalents | 8,164 | 2,973 |
Short-term Investments | 12,892 | 25,996 |
Investments (non-current) | ||
Total | 21,056 | 28,969 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Cash and Cash Equivalents | 2,165 | 2,973 |
Short-term Investments | ||
Investments (non-current) | ||
Total | 2,165 | 2,973 |
Fair Value, Inputs, Level 1 [Member] | U.S. Government Debt Securities [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Cash and Cash Equivalents | 5,999 | |
Short-term Investments | 12,892 | 25,996 |
Investments (non-current) | ||
Total | 18,891 | 25,996 |
Fair Value, Inputs, Level 2 [Member | ||
Summary of Investment Holdings [Line Items] | ||
Cash and Cash Equivalents | ||
Short-term Investments | 9,279 | 9,529 |
Investments (non-current) | 2,825 | 15,654 |
Total | 12,104 | 25,183 |
Fair Value, Inputs, Level 2 [Member | Convertible Debt Securities [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Cash and Cash Equivalents | ||
Short-term Investments | 8,054 | 9,529 |
Investments (non-current) | 2,825 | 15,654 |
Total | 10,879 | 25,183 |
Fair Value, Inputs, Level 2 [Member | Municipal debt securities [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Cash and Cash Equivalents | ||
Short-term Investments | 1,225 | |
Investments (non-current) | ||
Total | $ 1,225 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of government debt securities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of government debt securities [Line Items] | ||
Amortized Cost | $ 30,985 | $ 50,990 |
Gross Unrealized Gains | 15 | 189 |
Gross Unrealized Losses | (5) | |
Estimated Fair Value | 30,995 | 51,179 |
Corporate [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of government debt securities [Line Items] | ||
Amortized Cost | 10,867 | 24,994 |
Gross Unrealized Gains | 14 | 189 |
Gross Unrealized Losses | (2) | |
Estimated Fair Value | 10,879 | 25,183 |
US Government Debt Securities [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of government debt securities [Line Items] | ||
Amortized Cost | 18,892 | 25,996 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (2) | |
Estimated Fair Value | 18,891 | $ 25,996 |
Municipalities [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of government debt securities [Line Items] | ||
Amortized Cost | 1,226 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | $ 1,225 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of debt securities by contractual maturity $ in Thousands | Dec. 31, 2020USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 30,985 |
Estimated Fair Value | 30,995 |
Due in one year or less [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 28,174 |
Estimated Fair Value | 28,170 |
Due after one year through five years [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 2,811 |
Estimated Fair Value | 2,825 |
Due after five years [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | |
Estimated Fair Value |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenues disaggregated - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 16,508 | $ 9,793 | |
Subscriptions – Total, percentage | 42.00% | 54.00% | |
License Fees – Total | $ 22,523 | $ 8,219 | |
License Fees – Total, percentage | 57.00% | 46.00% | |
Other – Total | [1] | $ 590 | $ 14 |
Other – Total, percentage | [1] | 1.00% | 0.00% |
Total Revenues | $ 39,621 | $ 18,026 | |
O&O Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 13,031 | $ 7,087 | |
Subscriptions – Total, percentage | 33.00% | 39.00% | |
App Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 3,477 | $ 2,706 | |
Subscriptions – Total, percentage | 9.00% | 15.00% | |
Affiliates [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 16,832 | $ 7,769 | |
Subscriptions – Total, percentage | 42.00% | 43.00% | |
Program Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 5,691 | $ 450 | |
Subscriptions – Total, percentage | 15.00% | 3.00% | |
[1] | We executed and recognized revenue related to two sponsorship campaigns during the year ended December 31, 2020. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in a variety of forms, including short and long form program integration, branded social media promotional videos, broadcast advertising spots, and digital display ads. |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of future related to performance obligations $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of future related to performance obligations [Abstract] | |
2021 | $ 20,618 |
2022 | 8,134 |
2023 | 1,274 |
2024 | 78 |
Thereafter | 44 |
Total | $ 30,148 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combination (Details) [Line Items] | ||||
Right to receive per shares (in Dollars per share) | $ 0.626 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Issued and outstanding shares of capital | 100.00% | |||
Additional merger shares held in escrow | 19,924 | |||
Aggregate issuance of common stock shares | 2,500,000 | |||
Aggregate purchase price (in Dollars) | $ 25 | |||
Converted into aggregate shares of common stock | 31,556,837 | |||
Issuance of vesting shares | 2,242,500 | |||
Description of business combination | ● of the 4,740,000 Private Placement Warrants held by the Sponsor immediately prior to the Effective Time, (i) 711,000 were forfeited by the Sponsor and (ii) an aggregate of 353,000 were forfeited by the Sponsor and reissued by the Company to certain PIPE Investors and holders of Common Stock existing prior to the Effective Time; | |||
Transaction cost paid (in Dollars) | $ 3.1 | |||
Additional transaction costs related to acquisition (in Dollars) | 2.6 | |||
Transaction costs deducted from merger proceeds (in Dollars) | 3.1 | |||
Transaction costs (in Dollars) | $ 5.7 | |||
Public warrant shares | 7,474,991 | |||
Private placement warrants shares | 4,029,000 | |||
Equity Option [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Converted into aggregate shares of common stock | 2,214,246 | |||
PIPE investors [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Converted into aggregate shares of common stock | 2,500,000 | |||
Common Stock [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Aggregate issuance of common stock shares | 40,194,825 | |||
Outstanding shares of common stock | 40,289,000 | 13,165,000 | 20,000,000 | |
Par value per share (in Dollars per share) | $ 11.50 | |||
Common Stock [Member] | Equity Option [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Converted into aggregate shares of common stock | 2,214,246 | |||
Common Class A [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Aggregate of shares | 31,556,837 | |||
Merger shares held in escrow | 1,501,758 | |||
Aggregate issuance of common stock shares | 2,500,000 | |||
Aggregate purchase price (in Dollars) | $ 25 | |||
Merger shares issuance | 12,549,512 | |||
Pre existing stock after redemption | 2,400,488 | |||
Cash from trust account (in Dollars) | $ 16.5 | |||
Common Class B [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Converted into aggregate shares of common stock | 3,737,500 | |||
Outstanding shares of common stock | 3,737,500 | |||
Par value per share (in Dollars per share) | $ 0.0001 |
Content Assets (Details)
Content Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Unamortized cost of the licensed 2020 | $ 4,772 |
Unamortized cost of the licensed 2021 | 2,891 |
Unamortized cost of the licensed 2022 | 1,171 |
Unamortized cost of the licensed 2023 | 9,985 |
Unamortized cost of the produced content 2020 | 2,172 |
Unamortized cost of the produced content 2021 | 9,071 |
Unamortized cost of the produced content 2022 | 9,071 |
Unamortized cost of the produced content 2022 | $ 9,071 |
Content Assets (Details) - Sche
Content Assets (Details) - Schedule of content assets consisted - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Licensed content, net | ||
Licensed content, net | $ 13,007 | $ 10,565 |
Produced content, net | ||
Produced content, net | 19,919 | 6,062 |
Total | 32,926 | 16,627 |
Released, less amortization [Member] | ||
Licensed content, net | ||
Licensed content, net | 9,985 | 7,880 |
Produced content, net | ||
Produced content, net | 9,071 | 3,970 |
Prepaid and unreleased [Member] | ||
Licensed content, net | ||
Licensed content, net | 3,022 | 2,685 |
In production [Member] | ||
Produced content, net | ||
Produced content, net | $ 10,848 | 1,889 |
In development and pre-production [Member] | ||
Produced content, net | ||
Produced content, net | $ 203 |
Content Assets (Details) - Sc_2
Content Assets (Details) - Schedule of company licensed content costs - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of company licensed content costs [Abstract] | ||
Licensed content | $ 6,800 | $ 3,279 |
Produced content | 2,895 | 536 |
Total | $ 9,695 | $ 3,815 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 330 | $ 332 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 3,175 | $ 2,955 |
Less accumulated depreciation and amortization | 1,829 | 1,504 |
Property and Equipment, net | 1,346 | 1,451 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 108 | 108 |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 15 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Property and equipment gross | $ 967 | 961 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 625 | 534 |
Computer and software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Computer and software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Website and application development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Property and equipment gross | $ 687 | 687 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 703 | 614 |
Estimated useful life (in years) | Lesser of lease term or useful lives | |
Work-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 85 | $ 51 |
Line of Credit and Paycheck P_2
Line of Credit and Paycheck Protection Program Loan (Details) - USD ($) $ in Thousands | May 01, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Feb. 12, 2020 |
Line of Credit and Paycheck Protection Program Loan (Details) [Line Items] | ||||
Line of credit facility | $ 4,500 | $ 4,500 | ||
Floating rate plus | 2.25% | |||
Unused fees, percentage | 0.25% | |||
PPP loan maturity date | May 2022 | |||
Subsequent Event [Member] | ||||
Line of Credit and Paycheck Protection Program Loan (Details) [Line Items] | ||||
Loan maturity date | Feb. 28, 2022 | |||
Paycheck Protection Program Loan [Member] | ||||
Line of Credit and Paycheck Protection Program Loan (Details) [Line Items] | ||||
Funding from paycheck protection program | $ 1,158 | |||
Note bears interest rate per annum | 1.00% | 1.00% | ||
Loan proceeds to covered payroll and non-payroll expenses | $ 1,158 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) $ / shares in Units, $ in Thousands | Oct. 14, 2020USD ($) | Dec. 31, 2018USD ($)shares | Nov. 30, 2018USD ($)shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019USD ($)shares |
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Recapitalization exchange ratio | 0.626 | ||||
Number of shares authorized to issue | |||||
Capital stock, par value | $ / shares | $ 0.0001 | ||||
Warrants, description | 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, beginning 30 days after the Closing Date. All Warrants will expire five years after the completion of the Business Combination. | ||||
Warrants exercisable trading days | Once the public warrants became exercisable, the Company had the right to redeem the outstanding 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 day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the warrant holders. | ||||
Redemption value | $ | $ 168,961 | $ 155,174 | |||
Public warrants [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Number of warrants outstanding | 7,433,589 | ||||
Private Placement [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Number of warrants outstanding | 3,676,000 | ||||
PIPE Warrants [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Number of warrants outstanding | 353,000 | ||||
Legacy Curiosity Stream Inc [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Convertible Preferred Stock, Terms of Conversion | Immediately prior to the completion of the Business Combination on October 14, 2020, all outstanding shares of Legacy CuriosityStream’s Series A Preferred Stock converted into 29,365,570 shares of Legacy CuriosityStream Class A Common Stock, which were then converted into Common Stock of the Company as a result of the Business Combination using the recapitalization Exchange Ratio. | ||||
Capital Stock [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Number of shares authorized to issue | 126,000,000 | ||||
Common Stock [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Number of shares authorized to issue | 125,000,000 | ||||
Preferred stock [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Number of shares authorized to issue | 1,000,000 | ||||
Series A Preferred Stock [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Original liquidation preference | $ / shares | $ 10 | ||||
Conversion price, per share | $ / shares | $ 10 | ||||
Percentage of dividend | 10.00% | ||||
Cumulative dividends | $ | $ 30,216 | $ 16,945 | |||
Series A Preferred Stock [Member] | Private Placement [Member] | |||||
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) [Line Items] | |||||
Issued shares of series A preferred stock | 14,557,000 | 14,557,000 | |||
Gross proceeds | $ | $ 145,570 | $ 145,570 | |||
Equity issuance costs | $ | $ 8,027 | $ 8,027 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) - Schedule of share classes | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) - Schedule of share classes [Line Items] | |
Warrants Outstanding on Closing Date | 11,503,991 |
Warrants Exercised | (41,402) |
Warrants Outstanding 12/31/2020 | 11,462,589 |
Public Warrants (CURIW) [Member] | |
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) - Schedule of share classes [Line Items] | |
Cash Exercise Price per share (in Dollars per share) | $ / shares | $ 11.50 |
Warrants Outstanding on Closing Date | 7,474,991 |
Warrants Exercised | (41,402) |
Warrants Outstanding 12/31/2020 | 7,433,589 |
Private Placement and PIPE Warrants [Member] | |
Redeemable Convertible Preferred Stock and Stockholders' equity (Details) - Schedule of share classes [Line Items] | |
Cash Exercise Price per share (in Dollars per share) | $ / shares | $ 11.50 |
Warrants Outstanding on Closing Date | 4,029,000 |
Warrants Exercised | |
Warrants Outstanding 12/31/2020 | 4,029,000 |
Earnings (loss) Per Share (Det
Earnings (loss) Per Share (Details) - Schedule of basic and diluted earnings (loss) per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net loss (in Dollars) | $ (38,627) | $ (42,517) |
Less preferred dividends and accretion of issuance costs (in Dollars) | (13,788) | (15,897) |
Net loss attributable to common stockholders (in Dollars) | $ (52,415) | $ (58,414) |
Denominator: | ||
Weighted-average shares - basic | 18,931,456 | 13,164,675 |
Effect of dilutive securities: | ||
Warrants | ||
Options | ||
Restricted Stock Units | ||
Weighted-average shares - diluted | 18,931,456 | 13,164,675 |
Basic and diluted loss per share (in Dollars per share) | $ (2.77) | $ (4.44) |
Earnings (loss) Per Share (D_2
Earnings (loss) Per Share (Details) - Schedule of antidilutive shares excluded - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,586,583 | 20,675,668 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,462,589 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,710,717 | 2,292,820 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 413,277 | |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 18,382,848 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) [Line Items] | ||
Number of shares approved to be issued (in Shares) | ||
Vested option shares (in Shares) | 558,642 | |
Vested exercise price (in Dollars per share) | $ 11.50 | |
Compensation expense total | $ 2,100 | |
Granted date fair value | 2,967 | $ 313 |
Intrinsic value of options exercised | $ 373 | |
Vesting period percentage | 25.00% | |
Incentive Stock Options [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Number of shares approved to be issued (in Shares) | 7,725,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option activity - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||||
Number of Shares Available for Issuance, Stock Options Outstanding at beginning | 567,435 | |||
Number of Shares, Stock Options Outstanding at beginning | 3,632,565 | |||
Weighted- Average Exercise Price, Stock Options Outstanding at beginning (in Dollars per share) | $ 2.57 | |||
Weighted- Average Remaining Contractual Term, Stock Options Outstanding at beginning | 9 years 36 days | |||
Aggregate Intrinsic Value, Stock Options Outstanding at beginning (in Dollars) | [1] | $ 278 | ||
Number of Shares Available for Issuance, Stock Options Recapitalization Impact | 1,339,745 | |||
Number of Shares, Stock Options Recapitalization Impact | (1,339,745) | |||
Weighted- Average Exercise Price, Stock Options Recapitalization Impact (in Dollars per share) | $ 1.51 | |||
Number of Shares Available for Issuance, Stock Options Outstanding after recapitalization | 1,907,180 | |||
Number of Shares, Stock Options Outstanding after recapitalization | 2,292,820 | |||
Weighted- Average Exercise Price, Stock Options Outstanding after recapitalization (in Dollars per share) | $ 4.08 | |||
Weighted- Average Remaining Contractual Term, Stock Options Outstanding after recapitalization | 9 years 36 days | |||
Aggregate Intrinsic Value, Stock Options Outstanding after recapitalization (in Dollars) | [1] | $ 278 | ||
Number of Shares Available for Issuance, Stock Options Additional Shares Authorized | 3,525,000 | |||
Number of Shares Available for Issuance, Stock Options Granted | [2] | (3,414,407) | ||
Number of Shares, Stock Options Granted | [2] | 3,162,955 | ||
Weighted- Average Exercise Price, Stock Options Granted (in Dollars per share) | [2] | $ 8.53 | ||
Number of Shares, Stock Options Options exercised and RSUs vested | (62,358) | |||
Weighted- Average Exercise Price, Stock Options Options exercised and RSUs vested (in Dollars per share) | $ 4.04 | |||
Number of Shares Available for Issuance, Stock Options Forfeited or expired | 352,993 | |||
Number of Shares, Stock Options Forfeited or expired | (347,851) | |||
Weighted- Average Exercise Price, Stock Options Forfeited or expired (in Dollars per share) | $ 4.05 | |||
Number of Shares Available for Issuance, Stock Options Options cancelled in exchange for RSUs | 334,849 | |||
Number of Shares, Stock Options Options cancelled in exchange for RSUs | (334,849) | |||
Weighted- Average Exercise Price, Stock Options Options cancelled in exchange for RSUs (in Dollars per share) | $ 4.20 | |||
Number of Shares Available for Issuance, Stock Options RSUs issued as replacement for cancelled options | (166,967) | |||
Number of Shares, Stock Options RSUs issued as replacement for cancelled options | ||||
Weighted- Average Exercise Price, Stock Options RSUs issued as replacement for cancelled options (in Dollars per share) | ||||
Shares Available for Grant, Stock Options Outstanding at ending | 2,538,648 | |||
Number of Shares, Stock Options Outstanding at ending | 4,710,717 | |||
Weighted- Average Exercise Price, Stock Options Outstanding at ending (in Dollars per share) | $ 7.06 | |||
Weighted- Average Remaining Contractual Term, Stock Options Outstanding at ending | 8 years 6 months | |||
Aggregate Intrinsic Value, Stock Options Outstanding at ending (in Dollars) | $ 32,349 | [1] | $ 1,008 | |
Number of Shares, Stock Options Exercisable | 1,275,524 | 273,958 | ||
Weighted- Average Exercise Price, Stock Options Exercisable (in Dollars per share) | $ 7.36 | $ 4.04 | ||
Weighted- Average Remaining Contractual Term, Stock Options Exercisable | 6 years 219 days | 8 years 328 days | ||
Aggregate Intrinsic Value, Stock Options Exercisable (in Dollars) | [1] | $ 8,320 | $ 43 | |
Number of Shares, Stock Options Unvested | 3,435,193 | 2,018,862 | ||
Weighted- Average Exercise Price, Stock Options Unvested (in Dollars per share) | $ 6.96 | $ 4.09 | ||
Weighted- Average Remaining Contractual Term, Stock Options Unvested | 9 years 73 days | 9 years 73 days | ||
Aggregate Intrinsic Value, Stock Options Unvested (in Dollars) | [1] | $ 24,029 | $ 235 | |
Restricted Stock Units [Member] | ||||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||||
Number of Shares, Stock Options Outstanding at beginning | ||||
Weighted- Average Grant Date Fair Value, Restricted Stock Units Outstanding at beginning (in Dollars per share) | ||||
Number of Shares, Stock Options Outstanding after recapitalization | ||||
Weighted- Average Grant Date Fair Value, Restricted Stock Units Outstanding after recapitalization (in Dollars per share) | ||||
Number of Shares, Stock Options Granted | [2] | 251,452 | ||
Weighted- Average Grant Date Fair Value, Restricted Stock Units Granted (in Dollars per share) | [2] | $ 9.21 | ||
Number of Shares, Stock Options Options exercised and RSUs vested | ||||
Weighted- Average Grant Date Fair Value, Restricted Stock Units Options exercised and RSUs vested (in Dollars per share) | ||||
Number of Shares, Stock Options Forfeited or expired | (5,142) | |||
Weighted- Average Grant Date Fair Value, Restricted Stock Units Forfeited or expired (in Dollars per share) | $ 9.21 | |||
Number of Shares, Stock Options Options cancelled in exchange for RSUs | ||||
Weighted- Average Grant Date Fair Value, Restricted Stock Units Options cancelled in exchange for RSUs (in Dollars per share) | ||||
Number of Shares, Stock Options RSUs issued as replacement for cancelled options | 166,967 | |||
Weighted- Average Grant Date Fair Value, Restricted Stock Units RSUs issued as replacement for cancelled options (in Dollars per share) | $ 9.21 | |||
Number of Shares, Stock Options Outstanding at ending | 413,277 | |||
Weighted- Average Grant Date Fair Value, Restricted Stock Units Outstanding at ending (in Dollars per share) | $ 9.21 | |||
[1] | Intrinsic value is based on the difference between the exercise price of in-the-money-stock options and the fair value of the Company’s Common Stock as of the respective balance sheet date. | |||
[2] | Included in options granted during the year ended December 31, 2020 is a total of 558,642 fully vested options with an exercise price of $11.50 and a five-year contractual term, which resulted in compensation expense totaling $2.1 million being recorded upon grant. |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | |||
Dividend yield | 0.00% | 0.00% | |
Expected volatility | 60.00% | 60.00% | |
Expected term (years) | 6 years 3 months | ||
Weighted-average grant date fair value (in Dollars per share) | $ 4.15 | $ 1.04 | |
Stock-based compensation - Options (in Dollars) | $ 32,349 | [1] | $ 1,008 |
Stock-based compensation - RSUs (in Dollars) | $ 129 | ||
Minimum [Member] | |||
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | |||
Expected term (years) | 5 years | ||
Risk-free interest rate | 0.38% | 1.71% | |
Maximum [Member] | |||
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | |||
Expected term (years) | 6 years 3 months | ||
Risk-free interest rate | 1.71% | 2.54% | |
[1] | Intrinsic value is based on the difference between the exercise price of in-the-money-stock options and the fair value of the Company’s Common Stock as of the respective balance sheet date. |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost [Line Items] | |
Total Unrecognized Compensation Cost | $ 15,981 |
Stock Options [Member] | |
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost [Line Items] | |
Total Unrecognized Compensation Cost | $ 12,398 |
Weighted Average Remaining Years | 3 years 6 months |
Restricted Stock Units [Member] | |
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost [Line Items] | |
Total Unrecognized Compensation Cost | $ 3,583 |
Weighted Average Remaining Years | 3 years 146 days |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Operating segment | 1 |
Foreign country percentage | 10.00% |
Segment and Geographic Inform_4
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets are located in the united states - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets are located in the united states [Line Items] | ||
Revenue by geographic | $ 39,621 | $ 18,026 |
Revenue by geographic percentage | 100.00% | 100.00% |
United States [Member] | ||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets are located in the united states [Line Items] | ||
Revenue by geographic | $ 31,123 | $ 14,062 |
Revenue by geographic percentage | 79.00% | 78.00% |
International [Member] | ||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets are located in the united states [Line Items] | ||
Revenue by geographic | $ 8,498 | $ 3,964 |
Revenue by geographic percentage | 21.00% | 22.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related party sublease rental income | $ 53 | $ 53 |
Related party deferred rent receivable | $ 67 | $ 46 |
Description of 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 the agreements entered into during the years ended December 31, 2020 and 2019, the Company paid a total of $3,038 during the year ended December 31, 2020 upon the different milestones stated in the agreements. Under these agreements, the Company will pay additional amounts totaling $993, payable upon the attainment of the remaining milestones which are expected to be achieved during the year ending December 31, 2021. |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Employees description | 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. | |
Contributions | $ 211 | $ 215 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | |||||
Current content liabilities | $ 2,116 | $ 3,306 | |||
Description of expiration date | On August 1, 2020, the lease was amended to extend the term of the lease for an additional 70 months from the previous expiration date of April 30, 2027 to now expire on February 28, 2033. | The lease was set to expire April 30, 2027 with an accelerated expiration option on either July 31, 2021 or July 31, 2023, which required payment of an accelerated payment as defined in the lease agreement. | |||
CuriosityStream Inc [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Content obligations | $ 26,022 | 10,858 | |||
Current content liabilities | 2,116 | 3,306 | |||
Content assets obligations | 23,906 | 7,552 | |||
Commitments for agreements | 17,917 | 35,399 | |||
Commitments for agreements, year two | $ 11,917 | ||||
Commitments for agreements, year three | $ 6,000 | ||||
Annual lease rent, year two | 93 | ||||
Annual base rent amount | 317 | 530 | |||
General and administrative expenses | $ 528 | $ 532 | |||
CuriosityStream Inc [Member] | Subsequent Event [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Content obligation, next twelve months | 22,356 | ||||
Forecast [Member] | CuriosityStream Inc [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Content obligation, year two | $ 1,550 | ||||
Annual lease rent, year three | $ 295 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
2021 | $ 274 |
2022 | 477 |
2023 | 489 |
2024 | 501 |
2025 | 514 |
Thereafter | 4,078 |
Total | 6,333 |
Sublease rental income [Member] | |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
2021 | (30) |
2022 | (53) |
2023 | (54) |
2024 | (56) |
2025 | (57) |
Thereafter | (453) |
Total | (703) |
CuriosityStream rent [Member] | |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
2021 | 304 |
2022 | 530 |
2023 | 543 |
2024 | 557 |
2025 | 571 |
Thereafter | 4,531 |
Total | $ 7,036 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 179 | $ 142 |
Federal net operating loss carryforwards | 97,227 | 59,566 |
State net operating loss carryforwards | $ 76,979 | $ 56,101 |
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. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of the provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | ||
State and local | 25 | 12 |
Foreign | 154 | 130 |
Total current provision | 179 | 142 |
Deferred: | ||
Federal | ||
State and local | ||
Foreign | ||
Total deferred provision | ||
Total tax provision | $ 179 | $ 142 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of federal income tax rate to the Company’s effective tax rate - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of federal income tax rate to the Company’s effective tax rate [Abstract] | ||
US federal statutory income tax provision | $ (8,074) | $ (8,897) |
US federal statutory income tax provision | 21.00% | 21.00% |
Permanent items | $ (585) | $ (18) |
Permanent items | 1.50% | 0.00% |
State and local income taxes, net of federal tax benefit | $ (2,002) | $ (2,589) |
State and local income taxes, net of federal tax benefit | 5.20% | 6.10% |
Change in valuation allowance | $ 9,798 | $ 11,904 |
Change in valuation allowance | (25.50%) | (28.10%) |
Return to provision adjustments | $ 888 | $ 230 |
Return to provision adjustments | (2.30%) | (0.50%) |
Foreign withholding tax | $ 154 | $ 130 |
Foreign withholding tax | (0.40%) | (0.30%) |
Change in state tax rate | $ (616) | |
Change in state tax rate | 1.50% | |
Other | $ (2) | |
Other | 0.00% | |
Total Tax Expense | $ 179 | $ 142 |
Total Tax Expense | (0.50%) | (0.30%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets or liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets | ||
Net operating loss carryforwards | $ 24,877 | $ 15,905 |
Accrued expenses and reserves | 494 | |
Intangibles and content assets | 2,712 | 3,573 |
Deferred rent | 260 | 231 |
Stock based compensation | 1,384 | 283 |
Other | 93 | 78 |
Total deferred tax assets | 29,820 | 20,070 |
Valuation allowance | (29,817) | (20,019) |
Net deferred taxes | 3 | 51 |
Unrealized gain | (3) | (51) |
Net deferred tax assets (liability) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Events (Details) [Line Items] | |||
Shares issued | |||
Funds received (in Dollars) | $ 55 | ||
Number of warrants exercise | 4,800,000 | ||
Subsequent events [Member] | Offering [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued | 6,500,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Net proceeds (in Dollars) | $ 94.1 | ||
Subsequent events [Member] | Over-allotment option [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued | 975,000 |