Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | CURIOSITYSTREAM INC. | ||
Trading Symbol | CURI | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 52,761,542 | ||
Entity Public Float | $ 3,848,000 | ||
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, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39139 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1797523 | ||
Entity Address, Address Line One | 8484 Georgia Ave | ||
Entity Address, Address Line Two | Suite 700 | ||
Entity Address, City or Town | Silver Spring | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20910 | ||
City Area Code | (301) | ||
Local Phone Number | 755-2050 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Baltimore, Maryland |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 15,216 | $ 11,203 |
Restricted cash | 2,331 | 6,181 |
Short-term investments in debt securities | 65,833 | 22,171 |
Accounts receivable | 23,493 | 7,222 |
Other current assets | 6,413 | 4,467 |
Total current assets | 113,286 | 51,244 |
Investments in debt securities | 15,430 | 2,825 |
Investments in equity method investees | 9,987 | |
Property and equipment, net | 1,342 | 1,346 |
Content assets, net | 72,682 | 32,926 |
Intangibles, net | 1,369 | |
Goodwill | 2,793 | |
Other assets | 689 | 254 |
Total assets | 217,578 | 88,595 |
Current liabilities | ||
Current content liabilities | 9,684 | 2,116 |
Accounts payable | 3,428 | 3,577 |
Accrued expenses and other liabilities | 12,429 | 3,313 |
Deferred revenue | 22,430 | 12,678 |
Total current liabilities | 47,971 | 21,684 |
Warrant liability | 5,661 | 20,843 |
Non-current deferred rent liability | 1,290 | 1,027 |
Other liabilities | 721 | 67 |
Total liabilities | 55,643 | 43,621 |
Stockholders’ equity (deficit) | ||
Preferred stock, $0.0001 par value – 1,000 shares authorized at December 31, 2021 and 2020; zero shares issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock, $0.0001 par value – 125,000 shares authorized at December, 2021 and 2020; 52,677 shares issued and outstanding at December 31, 2021; 40,289 shares issued and 39,542 shares outstanding as of December 31, 2020 | 5 | 4 |
Additional paid-in capital | 352,334 | 197,507 |
Accumulated other comprehensive (loss) income | (222) | 10 |
Accumulated deficit | (190,182) | (152,547) |
Total stockholders’ equity (deficit) | 161,935 | 44,974 |
Total liabilities and stockholders’ equity (deficit) | $ 217,578 | $ 88,595 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 40,289 |
Common stock, shares outstanding | 39,542 | 39,542 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 71,261 | $ 39,621 |
Operating expenses | ||
Cost of revenues | 36,673 | 15,418 |
Advertising and marketing | 52,208 | 42,152 |
General and administrative | 34,859 | 20,851 |
Total operating expenses | 123,740 | 78,421 |
Operating loss | (52,479) | (38,800) |
Change in fair value of warrant liability | 15,182 | (10,120) |
Interest and other income | 486 | 500 |
Equity interests loss | (464) | |
Loss before income taxes | (37,275) | (48,420) |
Provision for income taxes | 360 | 179 |
Net loss | (37,635) | (48,599) |
Less preferred dividends and accretion of issuance costs | (13,788) | |
Net loss attributable to common stockholders | $ (37,635) | $ (62,387) |
Net loss per share attributable to common stockholders | ||
Basic (in Dollars per share) | $ (0.73) | $ (3.3) |
Diluted (in Dollars per share) | $ (1.02) | $ (3.3) |
Weighted average number of common shares outstanding | ||
Basic (in Shares) | 51,482 | 18,931 |
Diluted (in Shares) | 51,789 | 18,931 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (37,635) | $ (48,599) |
Other comprehensive loss | ||
Unrealized loss on available for sale securities | (232) | (179) |
Total comprehensive loss | $ (37,867) | $ (48,778) |
Consolidated Statement of Redee
Consolidated 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, 2019 | $ 155,174 | $ 1 | $ 189 | $ (91,506) | $ (91,316) | ||
Balance (in Shares) at Dec. 31, 2019 | 18,383 | 13,165 | |||||
Net loss | (48,599) | (48,599) | |||||
Stock-based compensation, net | 4,300 | 4,300 | |||||
Redeemable convertible preferred stock adjustment to redemption value | 13,788 | (1,346) | (12,442) | (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 | 24,864 | 24,865 | ||||
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 loss | (179) | (179) | |||||
Balance at Dec. 31, 2020 | $ 4 | 197,507 | 10 | (152,547) | 44,974 | ||
Balance (in Shares) at Dec. 31, 2020 | 40,289 | ||||||
Net loss | (37,635) | (37,635) | |||||
Stock-based compensation, net | 6,510 | 6,510 | |||||
Stock-based compensation, net (in Shares) | 80 | ||||||
Issuance of Common Stock | $ 1 | 94,100 | 94,101 | ||||
Issuance of Common Stock (in Shares) | 7,475 | ||||||
Common Stock issuance costs | (707) | (707) | |||||
Exercise of Options | 502 | 502 | |||||
Exercise of Options (in Shares) | 120 | ||||||
Exercise of Warrants | 54,422 | 54,422 | |||||
Exercise of Warrants (in Shares) | 4,733 | ||||||
Cancellation of escrow shares (in Shares) | (20) | ||||||
Other comprehensive loss | (232) | (232) | |||||
Balance at Dec. 31, 2021 | $ 5 | $ 352,334 | $ (222) | $ (190,182) | $ 161,935 | ||
Balance (in Shares) at Dec. 31, 2021 | 52,677 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (37,635) | $ (48,599) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Change in fair value of warrant liability | (15,182) | 9,521 |
Additions to content assets | (65,637) | (25,994) |
Change in content liabilities | 7,568 | (1,190) |
Amortization of content assets | 27,881 | 9,695 |
Depreciation and amortization expenses | 612 | 391 |
Amortization of premiums and accretion of discounts associated with investments in debt securities, net | 3,085 | 182 |
Stock-based compensation | 6,964 | 4,300 |
Equity interests loss | 464 | |
Other non-cash items | 240 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (16,236) | (5,445) |
Other assets | (2,652) | (1,584) |
Accounts payable | (127) | (1,527) |
Accrued expenses and other liabilities | 7,414 | 1,093 |
Deferred revenue | 9,999 | 5,644 |
Net cash used in operating activities | (73,242) | (53,513) |
Cash flows from investing activities | ||
Purchases of property and equipment | (351) | (367) |
Business acquisitions | (5,362) | |
Investment in equity method investees | (9,638) | |
Sales of investments in debt securities | 50,377 | 43,190 |
Maturities of investments in debt securities | 41,900 | 10,750 |
Purchases of investments in debt securities | (151,861) | (28,118) |
Net cash (used in) provided by investing activities | (74,935) | 25,455 |
Cash flows from financing activities | ||
Exercise of stock options | 502 | 253 |
Exercise of warrants | 54,898 | |
Payments related to tax withholding | (454) | |
Proceeds from issuance of Common Stock | 94,101 | |
Proceeds from Business Combination and PIPE financing | 41,506 | |
Payment of offering costs | (707) | (5,136) |
Borrowings on line of credit | 9,758 | |
Repayments on line of credit | (9,758) | |
Net cash provided by financing activities | 148,340 | 36,623 |
Net increase in cash, cash equivalents and restricted cash | 163 | 8,565 |
Cash, cash equivalents and restricted cash, beginning of period | 17,384 | 8,819 |
Cash, cash equivalents and restricted cash, end of period | 17,547 | 17,384 |
Supplemental schedule of non-cash financing activities: | ||
Preferred dividends and accretion of issuance costs | 13,788 | |
Supplemental disclosure: | ||
Interest payments | 17 | |
Cash paid for taxes | $ 269 | $ 253 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business [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. (“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. and subsequently renamed Curiosity 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., which 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, certain multichannel video programming distributors (“MVPDs”) and virtual MVPDs (“vMVPDs”). The Company also has distribution agreements which grant other media companies certain distribution rights to the Company’s programs, referred to as program sales deals. The Company also sells selected rights (such as in territories or on platforms that are not currently being exploited by the Company) to content created before production begins. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 initial 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 (the “Exchange Ratio”) 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 content assets, equity method investments, intangible assets and goodwill, the fair value of assets and liabilities for allocation of the purchase price of companies acquired, and the fair value of common stock (for periods prior to the Merger), share-based awards, and liability classified warrants. 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, 2021, and 2020, the top three customers (one of which is Spiegel Venture – see Note 11) accounted for 27% and 41% of the Company’s revenues, respectively. Of these customers, one customer accounted for 14% of the Company’s revenues during the year ended December 31, 2021, and 26% of the Company’s revenues during the year ended December 31, 2020. These same three customers accounted for 34% and 48% of the Company’s accounts receivable at December 31, 2021 and 2020, respectively. Cash, 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. Restricted cash maintained under agreements that legally restrict the use of such funds is not included within cash and cash equivalents and is reported in a separate line item on the consolidated balance sheets as of December 31, 2021 and 2020. A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Cash and cash equivalents $ 15,216 $ 11,203 Restricted cash 2,331 6,181 Cash, cash equivalents and restricted cash $ 17,547 $ 17,384 At December 31, 2021, restricted cash includes funds reserved of $1,181 related to the Paycheck Protection Program (PPP) loan (see Note 6) which are being held in an escrow account until the PPP loan is forgiven, holdback amounts of $500 and $150 reserved for indemnification purposes as part of the acquisitions of One Day University and Now You Know Media, Inc. respectively (see Note 3), and cash deposits required by a bank as collateral related to corporate credit card agreements of $500. The Company’s line of credit of $4,500 was terminated on July 16, 2021, and as a result, $4,500 of cash deposits previously held by a bank as collateral were released from restriction. At December 31, 2020, restricted cash represented cash deposits required by a bank as collateral related to the Company’s line of credit for $4,500 and corporate credit card agreements of $500 as well as reserve funds of $1,181 related to the Paycheck Protection Program (PPP) loan. Fair value measurement of financial instruments Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s assets measured at fair value on a recurring basis include its investments in money market funds and corporate, U.S. government, and municipal debt securities. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds and U.S. government debt securities. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities. The Company’s liabilities measured at fair value on a recurring basis include its Private Placement Warrants. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. Refer to Note 7 for significant assumptions which the Company used in the fair value model for the Private Placement Warrants. The Company’s remaining financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities are carried at cost, which approximates fair value because of the short-term maturity of these instruments. Investments The Company holds investments in money market funds, government debt securities, and corporate debt securities which the Company classifies as available-for-sale. The investments are therefore carried at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2). Unrealized gains and losses are recorded in accumulated other comprehensive income or loss, a component of stockholders’ equity (deficit). Realized gains and losses are reclassified from accumulated other comprehensive income or loss into earnings as a component of net income or loss. The Company evaluates unrealized losses on investments, if any, to determine if other-than-temporary impairment is required to be recognized. No such other-than-temporary impairments were recognized during the years ended December 31, 2021 and 2020. Investments in debt securities that will mature within one year of the balance sheet dates are reflected as Short-term investments in debt securities in the accompanying consolidated balance sheets. Equity Method Investments The Company applies the equity method of accounting to investments when it has the ability to exercise significant influence, but not control, over the investee. Significant influence is presumed to exist when the Company owns between 20% and 50% of the voting interests in the investee, but the Company also applies judgment regarding its level of influence over the investee by considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s equity method investments are initially reported at cost and then adjusted each period for the Company’s share of the investee’s income or loss and dividends paid, if any. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “Equity interests income (loss)” on the consolidated statements of operations. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the consolidated statements of cash flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of its investees as of December 31, 2021, and determined that the Company’s proportionate economic interest in its investees was not impaired. The carrying value of the Company’s equity method investments is reported as “Investment in equity method investees” on the consolidated balance sheets. Accounts receivable Accounts receivable is comprised of receivables from subscriptions revenue, license fees revenue, and other revenue such as service agreements with the Spiegel Venture and a marketing services agreement with Nebula. 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, 2021, and 2020, allowance for doubtful accounts amounted to $56 and $14, respectively. Content assets, net The Company acquires, licenses, and produces content, including original programming, in order to offer customers unlimited viewing of factual entertainment content. The content licenses are for a fixed fee and specific windows of availability. Payments for content, including additions to content assets and the changes in related liabilities, are classified within “Net cash used in operating activities” on the consolidated statements of cash flows. The Company recognizes its content assets (licensed and produced) as “Content assets, net” on the consolidated balance sheets. For licenses, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known, and the title is accepted and available for streaming. For productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. Based on factors including historical and estimated viewing patterns, the Company previously amortized the content assets (licensed and produced) in “Cost of revenues” on the consolidated statements of operations on a straight-line basis over the shorter of each title’s contractual window of availability or estimated period of use, beginning with the month of first availability. Starting July 1, 2021, the Company amortizes content assets on an accelerated basis in the initial two months after a title is published on the Company’s platform, as the Company has observed and expects more upfront viewing of content, generally as a result of additional marketing efforts. Furthermore, the amortization of original content is more accelerated than that of licensed content. This change in estimated amortization patterns did not have a material impact on the amount of content amortization expense recorded during the year ended December 31, 2021. The Company reviews factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment. The Company continues to review factors impacting the amortization of content assets on an ongoing basis and will also record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant program sales. The Company’s business model is generally subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content assets will be stated at the lower of unamortized cost or fair value. No such changes were identified during the years ended December 31, 2021 and 2020. 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, 2021, and 2020. Warrant liability The Company classifies its Private Placement Warrants as liabilities as the terms of these warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares. Such provisions would preclude the warrant from being classified in equity and thus the warrant is classified as a liability. The Private Placement Warrants are recorded at fair value on the consolidated balance sheets and changes in the fair value of the Company’s Private Placement Warrants in each period are reported in “Change in fair value of warrant liability” on the consolidated statements of operations. Business Combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price, including the fair value of any non-cash consideration, to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Determining the fair value of assets acquired and liabilities assumed requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expense in the consolidated statements of operations. Goodwill and intangible assets Goodwill represents the excess of the cost of acquisitions over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed. At least annually, in the fourth quarter of each fiscal year or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level, which is the same or one level below the operating segment level. The Company determined that it has one reporting unit. The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of relevant events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed; however, if the Company concludes otherwise, an impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill. Intangible assets other than goodwill are carried at cost and amortized over their estimated useful lives. Amortization is recorded within General and administrative expenses on the consolidated statements of operations. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset exceeds its fair value. The Company completed the required annual impairment test of goodwill for its single reporting unit as of October 1, 2021, resulting in no goodwill impairment. The Company also determined there were no indicators of impairment with respect to its amortizable intangible assets during the year ended December 31, 2021. Revenue recognition Subscriptions — O&O Service The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into month-to-month 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. Subscriptions — App Services The Company also earns subscription revenues through its App Services. These subscriptions are similar to the O&O Service subscriptions but are generated based on agreements with certain streaming media players as well as with Smart TV brands and gaming consoles (see Note 1). Under these agreements, the streaming media player typically bills the subscriber directly and then remits the collected subscriptions to the Company, net of a distribution fee. The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding distribution fees as an expense. The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers. License Fees — Affiliates The Company generates license fee revenues from MVPDs such as 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. License Fees — 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. Payment 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. Cost of revenues Cost of revenues primarily includes content asset amortization, streaming delivery costs, payment processing costs and distribution fees. Advertising and marketing Advertising and marketing expenses include digital, radio, brand awareness, and television types of costs. These costs are expensed as incurred. For the years ended December 31, 2021 and 2020 advertising and marketing expenses were $52,208 and $42,152, respectively, and are reflected 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 a component of the income tax provision in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income tax paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts, and circumstances existing at that time. To the extent the assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. Recently issued financial accounting standards As an EGC, the 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) |
Equity Investments and Business
Equity Investments and Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Equity Investments and Business Combinations | Note 3 – Equity Investments and Business Combinations Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”) In July 2021, the Company acquired 32% ownership in the Spiegel Venture for $3,260. The Spiegel Venture, which prior to the Company’s equity purchase, was jointly owned and operated by Spiegel TV and Autentic, operates two documentary channels, together with various subscription video-on-demand (“SVOD”) services, which provide factual content to pay television audiences in Germany. The Company has not received any dividends from the Spiegel Venture as of December 31, 2021. The Company, Spiegel TV and Autentic entered into five agreements (collectively “the Spiegel Venture Agreements”), consisting of the Shareholder’s Agreement, the Partnership Agreement, the Service Agreement, the Distribution Agreement, and the Content Agreement. Refer to Note 11 for details of transactions between the Company and the Spiegel Venture for the year ended December 31, 2021. Watch Nebula LLC (“Nebula”) On August 23, 2021, the Company purchased a 12% ownership interest in Watch Nebula LLC for $6,000. Nebula is an SVOD technology platform built for and by a group of content creators. The Company is committed to purchasing an additional 13% ownership interest through eight quarterly payments of $813, which after each payment, the Company will obtain an additional 1.625% of equity ownership interests. Prior to the Company’s investment, Nebula was a 100% wholly owned subsidiary of Standard Broadcast LLC (“Standard”). The Company obtained 25% of the representation on Nebula’s Board of Directors, providing the Company with significant influence, but not a controlling interest. The Company has not received dividends from Nebula as of December 31, 2021. The Company and Nebula entered into three separate agreements (collectively the “Nebula Agreements”), consisting of the Membership Interest Purchase Agreement, Amended and Restated Operating Agreement, and the Bundled Marketing and Premium Tier Agreement. Refer to Note 11 for details of transactions between the Company and Nebula during the year ended December 31, 2021. There were no investments in equity method investees as of December 31, 2020. The roll-forward of the Company’s carrying values for its equity method investments during the year ended December 31, 2021 is as follows: Spiegel Venture Nebula Total Investments in equity method investees (1) $ 3,260 $ 6,813 $ 10,073 Capitalized transaction costs 304 74 378 Equity interests (loss) income (475 ) 11 (464 ) Investments in equity method investees $ 3,089 $ 6,898 $ 9,987 (1) Nebula's investment in equity method investees balance includes an accrual of $813 also reported in Accrued expenses and other liabilities as of December 31, 2021. The Company’s equity interests (loss) income for the year ended December 31, 2021 was comprised of the following: Spiegel Venture Nebula Total Equity interests (loss) income based on investee net (loss) income $ (74 ) $ 11 $ (63 ) Intercompany profit elimination on content licensed to Spiegel Venture (401 ) - (401 ) Equity interest (loss) income $ (475 ) $ 11 $ (464 ) Acquisition of One Day University On May 11, 2021, the Company consummated the acquisition of 100% of One Day University (ODU) pursuant to that certain Asset Purchase Agreement dated May 11, 2021 (“the ODU Acquisition Date”), by and among ODU and the Company for the aggregate consideration of $4,500 (“the ODU Acquisition”). ODU provides access to talks and lectures from professors at colleges and universities in the United States. At closing of the ODU Acquisition, the Company paid $4,000 of cash consideration with the remaining $500 to be held by the Company as a holdback for indemnification purposes. The holdback of $500 will be released twelve months after the ODU Acquisition Date and is recorded in Restricted cash and in Accrued expenses and other liabilities as of December 31, 2021, on the consolidated balance sheet. The ODU Acquisition was accounted for as a purchase, with the results of operations, which were not material, of ODU included in the Company’s consolidated results from May 11, 2021. The purchase consideration was allocated to assets acquired and liabilities assumed based on their fair values as of the ODU Acquisition Date as follows: Accounts receivable $ 35 Property and equipment 11 Content assets 1,000 Intangible assets 1,300 Goodwill 2,565 Accounts payable (3 ) Deferred revenue (408 ) $ 4,500 Content assets relates to the lectures available on the ODU library as well as premium programs available for purchase on the ODU platform. The cost approach was used to estimate the fair value of the content assets as of the valuation date. ODU content is recorded as part of Content assets, net on the consolidated balance sheet and is being amortized on a straight-line basis over the remaining lecturer license period from the acquisition date to the end of the license period. The weighted average useful life is 3.6 years. The amount allocated to intangible assets has been attributed to the following categories and will be amortized over the useful lives of each individual asset identified on a straight-line basis as follows: Estimated Customer relationships $ 700 3 Trademark 500 6.5 Covenant-not-to-compete 100 3 Total intangible assets $ 1,300 Acquisition of Now You Know Media, Inc. (“Learn25”) On August 13, 2021, the Company consummated the acquisition of 100% of Now You Know Media, Inc. (“Learn25”) pursuant to that certain Asset Purchase Agreement dated August 13, 2021 (“the Learn25 Acquisition Date”), by and among Learn25, Michael Bloom, a shareholder of Learn25, and the Company for fixed cash consideration of $1,512 (“the Learn25 Acquisition”), in addition to an earnout of up to $600 based on the achievement of certain revenue targets post-acquisition through fiscal year 2021. Learn25 provides access to hundreds of audio and video programs on history, science, psychology, health, religion, and other topics from various professors and subject-matter experts around the world. At closing of the Learn25 Acquisition, the Company paid $1,362 of cash consideration with the remaining $150 to be held by the Company as a holdback for indemnification purposes. The holdback of $150 is recorded in Restricted cash and in Accrued expenses and other liabilities as of December 31, 2021, on the consolidated balance sheet. The Learn25 Acquisition was accounted for as a purchase, with the results of operations, which were not material, of Learn25 included in the Company’s consolidated statement of operations from August 13, 2021. The purchase consideration, which included the initial fair value of the earnout, was allocated to assets acquired and liabilities assumed based on their fair values as of the Learn25 Acquisition Date as follows: Content assets $ 1,000 Intangible assets 340 Other current assets 204 Goodwill 228 $ 1,772 Content assets is being amortized over an estimated useful life of 3.5 years and intangible assets (the most significant of which was customer relationships) are being amortized over useful lives ranging from 2 to 3 years. Content assets relates to the programs available on the Learn25 library. The cost approach was used to estimate the value of the content assets as of the valuation date. The economic life was determined based on the lecturer’s average license period. Learn25 content is recorded as part of Content assets, net on the consolidated balance sheets. The earnout had a fair value of $500 as of December 31, 2021 and is recorded in “Accrued expenses and other liabilities” on the consolidated balance sheet. The Company used discounted cash flows analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocations for ODU and Learn25, including acquired intangible assets and contingent earnout liabilities. The Company measures the contingent earnout liabilities at fair value on the Learn25 Acquisition Date and on a recurring basis. For both acquisitions, goodwill arises from the opportunity for synergies of the combined companies to grow and strengthen the Company’s content proposition by adding lectures from top professors and expanding the customer base. The acquisitions expand the Company’s subscription video on demand services by adding monthly and annual subscribers. The goodwill arising from these acquisitions is not amortized for financial reporting purposes but is deductible for federal tax purposes. Reverse merger acquisition As discussed in Note 1, on October 14, 2020, the Company consummated the Merger, pursuant to the terms of 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 would be held in escrow for a period of twelve months after the Closing Date to satisfy indemnification obligations and an additional 19,924 Merger Shares would be held in escrow pending final working capital calculations (collectively, the “Escrow Shares”). On February 22, 2021, the 19,924 Merger Shares held in escrow pending final working capital calculations were released and cancelled from escrow. Pursuant to the Merger Agreement, on October 18, 2021, the 1,501,758 Merger Shares held in escrow to satisfy indemnification obligations were released to the Legacy CuriosityStream shareholders. As of October 18, 2021, no Merger Shares remain held in escrow in connection with the Merger. 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 and $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 $5.7 million of transaction costs related to the Business Combination. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |
Balance sheet components | Note 4 —Balance sheet components Investments in debt securities The Company’s investments in debt securities at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2) are: As of December 31, 2021 As of December 31, 2020 Cash and Cash Equivalents Short-term Investments Total Cash and Short-term Investments Total Level 1 Securities Money market funds $ 11,709 $ - $ - $ 11,709 $ 2,165 $ - $ - $ 2,165 U.S. Government debt securities - 13,582 - 13,582 5,999 12,892 - 18,891 Total Level 1 Securities 11,709 13,582 - 25,291 8,164 12,892 - 21,056 Level 2 Securities Corporate debt securities - 50,641 15,430 66,071 - 8,054 2,825 10,879 Municipal debt securities - 1,610 - 1,610 - 1,225 - 1,225 Total Level 2 Securities - 52,251 15,430 67,681 - 9,279 2,825 12,104 Total $ 11,709 $ 65,833 $ 15,430 $ 92,972 $ 8,164 $ 22,171 $ 2,825 $ 33,160 The following tables summarize the Company’s corporate, U.S. government, and municipal debt securities: As of December 31, 2021 Amortized Gross Gross Estimated Debt Securities: Corporate $ 66,281 $ - $ (210 ) $ 66,071 U.S. Government 13,594 - (12 ) 13,582 Municipalities 1,610 - - 1,610 Total $ 81,485 $ - $ (222 ) $ 81,263 As of December 31, 2020 Amortized Gross Gross Estimated 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 Realized losses were $6 and realized gains were $114 reported in interest and other income in the accompanying consolidated statements of operations for the years ended December 31, 2021 and 2020, respectively. The fair value of the Company’s investments in corporate, U.S. government, and municipal debt securities at December 31, 2021, by contractual maturity is as follows: December 31, 2021 Amortized Estimated Due in one year or less $ 66,001 $ 65,833 Due after one year through five years 15,484 15,430 Total $ 81,485 $ 81,263 Content assets Content assets consisted of the following: As of December 31, 2021 2020 Licensed content, net Released, less amortization $ 11,406 $ 9,985 Prepaid and unreleased 9,119 3,022 20,525 13,007 Produced content, net Released, less amortization 18,507 9,071 In production 33,650 10,848 52,157 19,919 Total $ 72,682 $ 32,926 As of December 31, 2021, $5,238, $3,102, and $1,298 of the $11,406 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, 2021, $4,908, $4,769, and $4,288 of the $18,507 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, 2021 and 2020, respectively, as follows: Year Ended December 31, 2021 2020 Licensed content $ 8,961 $ 6,800 Produced content 18,920 2,895 $ 27,881 $ 9,695 Property and equipment Property and equipment are summarized by major classifications as follows: Estimated useful life December 31, (in years) 2021 2020 Furniture and fixtures 10 to 15 $ 108 $ 108 Equipment 5 1,247 967 Computer and software 3 to 5 729 625 Website and application development 3 422 687 Leasehold improvements Lesser of the lease term or their useful lives 703 703 Work-in-progress - 32 85 Property and equipment, gross 3,241 3,175 Less accumulated depreciation and amortization 1,899 1,829 Property and equipment, net $ 1,342 $ 1,346 Depreciation expense related to the property and equipment above, including the amortization of leasehold improvements, was $338 and $330 for the years ended December 31, 2021 and 2020, respectively. Intangible assets Intangible assets as of December 31, 2021 were comprised of the following: Weighted average remaining lives (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 2.3 $ 940 $ 184 $ 756 Trademark 4.5 570 62 508 Covenant-not-to-compete 2.4 130 25 105 $ 1,640 $ 271 $ 1,369 The Company did not have any intangible assets as of December 31, 2020. Warrant liability As described in Note 7, the Private Placement Warrants are classified as a non-current liability and reported at fair value at each reporting period. The fair value of the Private Placement Warrants as of December 31, 2021 and 2020, was as follows: As of December 31, 2021 2020 Level 3 Private Placement Warrants $ 5,661 $ 20,843 Total Level 3 $ 5,661 $ 20,843 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Revenue [Abstract] | |
Revenue | Note 5 — Revenue The following table sets forth the Company’s revenues disaggregated by type for the years ended December 31, 2021, and 2020, as well as the relative percentage of each revenue type to total revenue. Year Ended December 31, 2021 2020 Subscriptions – O&O Service $ 20,906 29 % $ 13,031 33 % Subscriptions – App Services 3,915 6 % 3,477 9 % Subscriptions – Total 24,821 35 % 16,508 42 % License Fees – Affiliates 18,572 26 % 16,832 42 % License Fees – Program Sales (1) 24,758 35 % 5,691 15 % License Fees – Total 43,330 61 % 22,523 57 % Other – Total (1)(2) 3,110 4 % 590 1 % Total Revenues $ 71,261 $ 39,621 (1) For the year ended December 31, 2021, total related party revenue was $5.6 million, consisting of $3.0 million for content licensed by the Company to the Spiegel Venture included in License Fees – Program Sales, and $2.6 million for marketing services rendered to Spiegel Venture and Nebula for $1.3 million each, which is included in Other revenue. There were no related party revenues for the year ended December 31, 2020. See Note 11. (2) In addition to (1) above, Other revenue also includes revenues related to ODU live events of $0.1 million, Learn25 catalog sales of $0.2 million and other marketing services for $0.2 million. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at December 31, 2021 are as follows: For the twelve months ending December 31, 2022 2023 2024 2025 2026 Thereafter Total Remaining Performance Obligations $ 18,512 $ 7,070 $ 4,944 $ 2,945 $ 10 $ 70 $ 33,551 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 $23,152 and $12,745 at December 31, 2021 and 2020, respectively. The increase in deferred revenues is primarily due to the growth in annual subscriptions from O&O and App Services, which require upfront annual payments, as well as an increase in the volume of program sales activity. Revenues of $12,502 were recognized during the year ended December 31, 2021, related to the balance of deferred revenue at December 31, 2020. |
Line of Credit and Paycheck Pro
Line of Credit and Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2021 | |
Line Of Credit And Paycheck Protection Program Loan [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 called for interest-only monthly payments at a rate equal to the LIBOR Daily Floating Rate plus 2.25%. The loan carried 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 was collateralized by cash of $4,500. During February 2021, the loan maturity date was extended to February 28, 2022. The Company’s line of credit arrangement was terminated on July 16, 2021. 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. The Company elected to recognize earnings as funds are applied to covered expenses and classify the application of funds as a reduction of the related expense in the consolidated statement of operations. During the year ended December 31, 2020, $1,158 of loan proceeds were applied to cover payroll and non-payroll expenses per the PPP. As a result, general and administrative expenses during the year ended December 31, 2020 within the statement of operations were reduced by this amount. 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 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, 2021 | |
Redeemable Convertible Preferred Stock and Stockholders Equity [Abstract] | |
Redeemable convertible preferred stock and stockholders’ equity | Note 7 — Redeemable convertible preferred stock and stockholders’ equity Common Stock In connection with the Business Combination, the Company amended and restated its certificate of incorporation. As of December 31, 2021 and 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. 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 was exercised by the underwriters in full on February 5, 2021. The net proceeds from the Offering were $94,100, after deducting $6,811 in underwriting discounts and commissions. The Company also incurred and paid offering expenses in connection with the Offering of $707 during the year ended December 31, 2021. Warrants As of December 31, 2021, the Company had 3,054,203 Public Warrants (including 353,000 warrants issued in connection with the PIPE) and 3,676,000 Private Placement Warrants outstanding. Private Placement Warrants are liability-classified, and the Public Warrants and PIPE Warrants are equity-classified. Following the consummation of the Business Combination, holders of the Public Warrants, Private Placement Warrants, 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 November 13, 2020, 30 days after the Closing Date. All Warrants will expire October 14, 2025, five years after the completion of the Business Combination. The Company has the right to redeem the outstanding Public Warrants and PIPE 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. The below table summarizes activity related to the Company’s warrants during the year ended December 31, 2021: Warrant Type Cash Warrants Warrants Warrants Public Warrants (CURIW) and PIPE Warrants $ 11.50 7,786,589 (4,732,386 ) 3,054,203 Private Placement $ 11.50 3,676,000 - 3,676,000 Total 11,462,589 (4,732,386 ) 6,730,203 During the year ended December 31, 2021, the Company received total proceeds of $54,898 related to the exercise of Public Warrants, of which $476 relate to warrants exercised in December 2020. The warrant liability related to the Private Placement Warrants is recorded at fair value as of each reporting date with the change in fair value reported within other income (expense) in the accompanying consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholder’s equity (deficit). The fair value of the warrant liability for the Private Placement Warrants was estimated using a Black-Scholes pricing model using Level 3 inputs. The significant assumptions used in preparing the Black-Scholes option pricing model are as follows: As of December 31, 2021 2020 Exercise Price $ 11.50 $ 11.50 Stock Price (CURI) $ 5.93 $ 13.95 Expected volatility 58.00 % 39.63 % Expected warrant term (years) 3.8 4.8 Risk-free interest rate 1.12 % 0.36 % Dividend yield 0 % 0 % Fair Value per Private Placement Warrant $ 1.54 $ 5.67 The change in fair value of the private placement warrant liability for years ended December 31, 2021 and 2020 resulted in a gain of $15,182 and a loss of $10,120, respectively. 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 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 through the Closing Date. Series A Preferred Stock was initially recorded at its fair value, net of transaction costs, at the original 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. 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, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | Note 8 — Earnings (loss) per share Basic and diluted earnings (loss) per share calculations are calculated on the basis of the weighted average number of shares of the Company’s common stock outstanding during the respective periods. Diluted earnings (loss) per share give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and other potentially dilutive securities and the if-converted method for redeemable convertible preferred stock prior to the Merger. 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 ending December 31, 2021 2020 Numerator - Basic EPS: Net loss $ (37,635 ) $ (48,599 ) Preferred dividends and accretion of issuance costs - (13,788 ) Net loss attributable to common stockholders - basic (37,635 ) (62,387 ) Denominator - Basic EPS: Weighted - average shares - basic 51,482,257 18,931,456 Net loss per share attributable to common stockholders - basic $ (0.73 ) $ (3.30 ) Numerator - Diluted EPS: Net loss $ (37,635 ) $ (48,599 ) Preferred dividends and accretion of issuance costs - (13,788 ) Decrease in fair value of Private Placement Warrants (15,182 ) - Net loss attributable to common stockholders - diluted (52,817 ) (62,387 ) Denominator - Diluted EPS: Weighted - average shares - basic 51,482,257 18,931,456 Incremental common shares from assumed exercise of Private Placement Warrants 306,739 - Weighted - average shares - diluted 51,788,996 18,931,456 Net loss per share attributable to common stockholders - diluted $ (1.02 ) $ (3.30 ) For the years ended December 31, 2021 and 2020, the following share equivalents were excluded from the computation of diluted net loss per share as the inclusion of such shares would be anti-dilutive. Common shares issuable for warrants, options, and restricted stock units represent the total amount of outstanding warrants, stock options, and restricted stock units at December 30, 2021 and 2020. Antidilutive shares excluded: December 31, 2021 2020 Options 4,747,832 4,710,717 Restricted Stock Units 850,277 413,277 Warrants 3,054,203 11,462,589 8,652,312 16,586,583 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
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. 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 for the years ended December 31, 2021 and 2020: Stock Options Restricted Stock Units Number of Number of Weighted- Weighted- Aggregate (1) Number of Weighted- Balance at December 31, 2020 2,538,648 4,710,717 $7.06 8.5 $32,349 413,277 $9.21 Granted (2) (1,012,264 ) 284,582 14.78 - - 727,682 12.42 Options exercised and RSUs vested 46,794 (119,564 ) 4.20 - - (171,259 ) 10.34 Forfeited or expired 247,326 (127,903 ) 5.82 - - (119,423 ) 11.50 Balance at December 31, 2021 1,820,504 4,747,832 $ 7.61 8.2 $ 3,254 850,277 $ 11.41 Exercisable at December 31, 2020 1,275,524 $ 7.36 6.6 $ 8,320 Exercisable at December 31, 2021 2,348,875 $ 7.74 8.0 $ 2,010 Unvested at December 31, 2020 3,435,193 $ 6.96 9.2 $ 24,029 Unvested at December 31, 2021 2,398,957 $ 7.49 8.4 $ 1,244 (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, 2021, is a total of 152,358 fully vested options with an exercise price of $16.42 and a five-year contractual term, which resulted in compensation expense totaling $0.9 million being recorded upon grant. Such options were granted during the three months ended March 31, 2021. The intrinsic value of options exercised during the year ended December 31, 2021 and 2020 was $1,363 and $373, respectively. 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. RSUs generally have a four-year or a quarterly vesting period with 1/48 th The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including Company’s estimates of stock price volatility, employee stock option exercise behaviors, future dividend payments, and risk-free interest rates. The expected term of options granted is the estimated period of time from the beginning of the vesting period to the date of expected exercise or other settlement, based on historical exercises and post-vesting terminations. The Company generally estimates expected term based on the midpoint between the vesting date and the end of the contractual term, also known as the simplified method, given the lack of historical exercise behavior. The Company uses its own historical volatility as well as the historical volatility of similar public companies for estimating volatility. The risk-free interest rate is estimated using the rate of return on U.S. Treasury securities with maturities that approximate to the expected term of the option. The Company does not currently anticipate declaring any dividends. Assumptions used to value the options granted and the resulting weighted-average grant date fair value and stock-based compensation expense for the years ended December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Dividend yield 0 % 0 % Expected volatility 60 % 60 % Expected term (years) 2.50 - 6.25 5.00 - 6.25 Risk-free interest rate 0.14% to 1.11 % 0.38% to 1.71 % Weighted average grant date fair value $ 6.58 $ 4.15 Stock-based compensation - Options $ 4,597 $ 4,171 Stock-based compensation - RSUs $ 2,367 $ 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, 2021, related to non-vested stock options and restricted stock units and the weighted average remaining years over which the cost will be recognized: Total Weighted Stock options $ 9,095 2.4 Restricted Stock Units 8,721 3.3 Total $ 17,816 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Segment and geographic information | Note 10 — Segment and geographic information The Company operates as one reporting segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources. All long-lived tangible assets are located in the United States. Revenue by geographic location, based on the location of the customers, with one foreign country individually comprising greater than 10% of total revenue, is as follows: Year ended December 31, 2021 2020 United States $ 41,461 58 % $ 31,123 79 % International: Germany 8,625 12 % 1,054 2 % Other 21,175 30 % 7,444 19 % Total International $ 29,800 42 % 8,498 21 % $ 71,261 100 % $ 39,621 100 % |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 11 — Related party transactions Equity investments As described in Note 2, the Company entered into the Spiegel Venture agreements and during year ended December 31, 2021, the Company recognized revenues of $2,986 for content delivered to the Spiegel Venture and $1,277 for marketing services rendered. As described in Note 2, the Company and Nebula entered into the Nebula Agreements and during the year ended December 31, 2021, the Company recognized revenue of $1,349 related to content creation and advertising services and incurred $1,202 in revenue share to Nebula from subscription sales related to the Bundled Marketing and Premium Tier Agreement which is recorded in Cost of revenues on the consolidated statement of operations. The Bundled and Premium Tier subscriptions bundles the Nebula SVOD subscription with the CuriosityStream subscription for a single subscription fee through the CuriosityStream Premium Tier. A summary of the impact of the above arrangements on our consolidated balance sheets and statement of operations is as follows: December 31, 2021 2020 Balance Sheets Accounts receivable $ 6,254 $ - Accounts payable 611 - Year ended December 31, 2021 2020 Statements of Operations Revenues $ 5,612 $ - Cost of revenues 1,202 - Operating lease The Company sublets a portion of its office space to a related party (see Note 13). Related party sublease rental income recognized on a straight-line basis totaled $52 and $53 for the years ended December 31, 2021, and 2020, respectively, 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 $89 and $67 at December 31, 2021, and 2020, 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 these agreements, the Company paid a total of $3,198 and $3,038 during the years ended December 31, 2021 and 2020, respectively, upon the different milestones stated in the agreements. Under these agreements, the Company will pay additional amounts totaling $3,375, payable upon the attainment of the remaining milestones which are expected to be achieved during the year ending December 31, 2022. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
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 $357 and $211 for the years ended December 31, 2021, and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 13 — Commitments and contingencies Content commitments At December 31, 2021, the Company had $39,047 of content obligations comprised of $9,684 included in current content liabilities in the accompanying consolidated balance sheets, and $29,363 of obligations that are not reflected in the accompanying consolidated balance sheets as they did not yet meet the asset recognition criteria for content assets (see Note 4). Content obligations of $24,922 and $4,441 are expected to be paid during the years ending December 31, 2022 and 2023, respectively. At December 31, 2020, the Company had $26,022 of content obligations comprised of $2,116 included in current content liabilities in the accompanying consolidated balance sheets and $23,906 of obligations that are not reflected in the accompanying consolidated balance sheets as they did not yet meet the asset recognition criteria for content assets. Content obligations include amounts related to licensed, commissioned and internally produced streaming content. An obligation for the production of content includes non-cancelable 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 $12,144 as of December 31, 2021, of which $11,644 and $500 are expected to be paid during the years ending December 31, 2022, and 2023, respectively. Operating leases The Company leases corporate office space in Silver Spring, Maryland. The lease expires 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 $304 and $317 for the years ended December 31, 2021, and 2020, 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 was $523 and $528 for the years ended December 31, 2021, and 2020, respectively. The rent and sublease rental income future minimum lease payments for the above operating lease are as follows: Year Ending December 31, CuriosityStream Sublease Net 2022 $ 530 $ (53 ) $ 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 2026 585 (59 ) 526 Thereafter 3,946 (395 ) 3,551 $ 6,732 $ (674 ) $ 6,058 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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 2021 2020 Provision for income taxes: Current: Federal $ - $ - State and local 11 25 Foreign 345 154 Total current provision 356 179 Deferred: Federal $ 3 $ - State and local 1 - Foreign - - Total deferred provision $ 4 $ - Total tax provision $ 360 $ 179 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, 2021 2020 Amount Effective Rate Amount Effective Rate U.S. federal statutory income tax provision (benefit) $ (7,851 ) 21.0 % $ (10,168 ) 21.0 % Permanent items (3,360 ) 9.0 % 1,541 (3.2 )% State and local income taxes, net of federal tax benefit (2,727 ) 7.3 % (1,994 ) 4.1 )% Change in valuation allowance 13,824 (37.0 )% 9,758 (20.2 )% Return to provision adjustments 129 (0.3 )% 888 (1.8 )% Foreign withholding taxes 345 (0.9 )% 154 (0.3 )% Total tax provision $ 360 (0.9 )% $ 179 (0.4 )% The Company has recorded a $360 and $179 tax provision primarily related to foreign withholding income taxes for the years ended December 31, 2021, and 2020, respectively. For the year ended December 31, 2021, and 2020, 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, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 37,428 $ 24,875 Accrued expenses and reserves 798 494 Intangibles and content assets 2,334 2,712 Deferred rent 314 260 Stock based compensation 2,627 1,384 Other 179 93 Total deferred tax asset 43,680 29,818 Valuation allowance (43,642 ) (29,815 ) Deferred tax assets, net of valuation allowance $ 38 $ 3 Deferred tax liabilities: Unrealized gain (43 ) (3 ) Deferred tax liabilities, net $ (5 ) $ - As of December 31, 2021, and 2020, the Company maintained a valuation allowance on substantially all of its deferred tax assets. The deferred tax assets predominantly relate to operating losses, intangibles and content assets, and stock-based compensation. As a result of Legacy CuriosityStream’s conversion from an LLC to a C corporation in 2018, Legacy CuriosityStream recognized a partial step-up 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, 2021, and 2020, the Company had federal net operating loss carryforwards of approximately $149,148 and $97,227, respectively, which do not expire. As of December 31, 2021, and 2020, the Company had gross state net operating loss carryforwards of approximately $100,855 and $77,047, 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 initial 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 (the “Exchange Ratio”) 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 content assets, equity method investments, intangible assets and goodwill, the fair value of assets and liabilities for allocation of the purchase price of companies acquired, and the fair value of common stock (for periods prior to the Merger), share-based awards, and liability classified warrants. |
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, 2021, and 2020, the top three customers (one of which is Spiegel Venture – see Note 11) accounted for 27% and 41% of the Company’s revenues, respectively. Of these customers, one customer accounted for 14% of the Company’s revenues during the year ended December 31, 2021, and 26% of the Company’s revenues during the year ended December 31, 2020. These same three customers accounted for 34% and 48% of the Company’s accounts receivable at December 31, 2021 and 2020, respectively. |
Cash, cash equivalents and restricted cash | Cash, 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. Restricted cash maintained under agreements that legally restrict the use of such funds is not included within cash and cash equivalents and is reported in a separate line item on the consolidated balance sheets as of December 31, 2021 and 2020. A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Cash and cash equivalents $ 15,216 $ 11,203 Restricted cash 2,331 6,181 Cash, cash equivalents and restricted cash $ 17,547 $ 17,384 At December 31, 2021, restricted cash includes funds reserved of $1,181 related to the Paycheck Protection Program (PPP) loan (see Note 6) which are being held in an escrow account until the PPP loan is forgiven, holdback amounts of $500 and $150 reserved for indemnification purposes as part of the acquisitions of One Day University and Now You Know Media, Inc. respectively (see Note 3), and cash deposits required by a bank as collateral related to corporate credit card agreements of $500. The Company’s line of credit of $4,500 was terminated on July 16, 2021, and as a result, $4,500 of cash deposits previously held by a bank as collateral were released from restriction. At December 31, 2020, restricted cash represented cash deposits required by a bank as collateral related to the Company’s line of credit for $4,500 and corporate credit card agreements of $500 as well as reserve funds of $1,181 related to the Paycheck Protection Program (PPP) loan. |
Fair value measurement of financial instruments | Fair value measurement of financial instruments Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s assets measured at fair value on a recurring basis include its investments in money market funds and corporate, U.S. government, and municipal debt securities. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds and U.S. government debt securities. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities. The Company’s liabilities measured at fair value on a recurring basis include its Private Placement Warrants. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. Refer to Note 7 for significant assumptions which the Company used in the fair value model for the Private Placement Warrants. The Company’s remaining financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities are carried at cost, which approximates fair value because of the short-term maturity of these instruments. |
Investments | Investments The Company holds investments in money market funds, government debt securities, and corporate debt securities which the Company classifies as available-for-sale. The investments are therefore carried at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2). Unrealized gains and losses are recorded in accumulated other comprehensive income or loss, a component of stockholders’ equity (deficit). Realized gains and losses are reclassified from accumulated other comprehensive income or loss into earnings as a component of net income or loss. The Company evaluates unrealized losses on investments, if any, to determine if other-than-temporary impairment is required to be recognized. No such other-than-temporary impairments were recognized during the years ended December 31, 2021 and 2020. Investments in debt securities that will mature within one year of the balance sheet dates are reflected as Short-term investments in debt securities in the accompanying consolidated balance sheets. |
Equity Method Investments | Equity Method Investments The Company applies the equity method of accounting to investments when it has the ability to exercise significant influence, but not control, over the investee. Significant influence is presumed to exist when the Company owns between 20% and 50% of the voting interests in the investee, but the Company also applies judgment regarding its level of influence over the investee by considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s equity method investments are initially reported at cost and then adjusted each period for the Company’s share of the investee’s income or loss and dividends paid, if any. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “Equity interests income (loss)” on the consolidated statements of operations. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the consolidated statements of cash flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of its investees as of December 31, 2021, and determined that the Company’s proportionate economic interest in its investees was not impaired. The carrying value of the Company’s equity method investments is reported as “Investment in equity method investees” on the consolidated balance sheets. |
Accounts receivable | Accounts receivable Accounts receivable is comprised of receivables from subscriptions revenue, license fees revenue, and other revenue such as service agreements with the Spiegel Venture and a marketing services agreement with Nebula. 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, 2021, and 2020, allowance for doubtful accounts amounted to $56 and $14, respectively. |
Content assets, net | Content assets, net The Company acquires, licenses, and produces content, including original programming, in order to offer customers unlimited viewing of factual entertainment content. The content licenses are for a fixed fee and specific windows of availability. Payments for content, including additions to content assets and the changes in related liabilities, are classified within “Net cash used in operating activities” on the consolidated statements of cash flows. The Company recognizes its content assets (licensed and produced) as “Content assets, net” on the consolidated balance sheets. For licenses, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known, and the title is accepted and available for streaming. For productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. Based on factors including historical and estimated viewing patterns, the Company previously amortized the content assets (licensed and produced) in “Cost of revenues” on the consolidated statements of operations on a straight-line basis over the shorter of each title’s contractual window of availability or estimated period of use, beginning with the month of first availability. Starting July 1, 2021, the Company amortizes content assets on an accelerated basis in the initial two months after a title is published on the Company’s platform, as the Company has observed and expects more upfront viewing of content, generally as a result of additional marketing efforts. Furthermore, the amortization of original content is more accelerated than that of licensed content. This change in estimated amortization patterns did not have a material impact on the amount of content amortization expense recorded during the year ended December 31, 2021. The Company reviews factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment. The Company continues to review factors impacting the amortization of content assets on an ongoing basis and will also record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant program sales. The Company’s business model is generally subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content assets will be stated at the lower of unamortized cost or fair value. No such changes were identified during the years ended December 31, 2021 and 2020. 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, 2021, and 2020. |
Warrant liability | Warrant liability The Company classifies its Private Placement Warrants as liabilities as the terms of these warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares. Such provisions would preclude the warrant from being classified in equity and thus the warrant is classified as a liability. The Private Placement Warrants are recorded at fair value on the consolidated balance sheets and changes in the fair value of the Company’s Private Placement Warrants in each period are reported in “Change in fair value of warrant liability” on the consolidated statements of operations. |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price, including the fair value of any non-cash consideration, to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Determining the fair value of assets acquired and liabilities assumed requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expense in the consolidated statements of operations. |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill represents the excess of the cost of acquisitions over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed. At least annually, in the fourth quarter of each fiscal year or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level, which is the same or one level below the operating segment level. The Company determined that it has one reporting unit. The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of relevant events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed; however, if the Company concludes otherwise, an impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill. Intangible assets other than goodwill are carried at cost and amortized over their estimated useful lives. Amortization is recorded within General and administrative expenses on the consolidated statements of operations. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset exceeds its fair value. The Company completed the required annual impairment test of goodwill for its single reporting unit as of October 1, 2021, resulting in no goodwill impairment. The Company also determined there were no indicators of impairment with respect to its amortizable intangible assets during the year ended December 31, 2021. |
Revenue recognition | Revenue recognition Subscriptions — O&O Service The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into month-to-month 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. Subscriptions — App Services The Company also earns subscription revenues through its App Services. These subscriptions are similar to the O&O Service subscriptions but are generated based on agreements with certain streaming media players as well as with Smart TV brands and gaming consoles (see Note 1). Under these agreements, the streaming media player typically bills the subscriber directly and then remits the collected subscriptions to the Company, net of a distribution fee. The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding distribution fees as an expense. The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers. License Fees — Affiliates The Company generates license fee revenues from MVPDs such as 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. License Fees — 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. Payment 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. |
Cost of revenues | Cost of revenues Cost of revenues primarily includes content asset amortization, streaming delivery costs, payment processing costs and distribution fees. |
Advertising and marketing | Advertising and marketing Advertising and marketing expenses include digital, radio, brand awareness, and television types of costs. These costs are expensed as incurred. For the years ended December 31, 2021 and 2020 advertising and marketing expenses were $52,208 and $42,152, respectively, and are reflected 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 a component of the income tax provision in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income tax paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts, and circumstances existing at that time. To the extent the assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. |
Recently issued financial accounting standards | Recently issued financial accounting standards As an EGC, the 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, 2021 | |
Accounting Policies [Abstract] | |
Schedule of company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statement of cash flows | December 31, 2021 2020 Cash and cash equivalents $ 15,216 $ 11,203 Restricted cash 2,331 6,181 Cash, cash equivalents and restricted cash $ 17,547 $ 17,384 |
Equity Investments and Busine_2
Equity Investments and Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of investments in equity method investees | Spiegel Venture Nebula Total Investments in equity method investees (1) $ 3,260 $ 6,813 $ 10,073 Capitalized transaction costs 304 74 378 Equity interests (loss) income (475 ) 11 (464 ) Investments in equity method investees $ 3,089 $ 6,898 $ 9,987 Spiegel Venture Nebula Total Equity interests (loss) income based on investee net (loss) income $ (74 ) $ 11 $ (63 ) Intercompany profit elimination on content licensed to Spiegel Venture (401 ) - (401 ) Equity interest (loss) income $ (475 ) $ 11 $ (464 ) |
Schedule of assets acquired and liabilities assumed based on their fair values of the ODU Acquisition Date | Accounts receivable $ 35 Property and equipment 11 Content assets 1,000 Intangible assets 1,300 Goodwill 2,565 Accounts payable (3 ) Deferred revenue (408 ) $ 4,500 |
Schedule of useful lives of each individual asset identified on a straight-line basis | Estimated Customer relationships $ 700 3 Trademark 500 6.5 Covenant-not-to-compete 100 3 Total intangible assets $ 1,300 |
Schedule of assets acquired and liabilities assumed based on their fair values as of the Learn25 Acquisition Date | Content assets $ 1,000 Intangible assets 340 Other current assets 204 Goodwill 228 $ 1,772 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Component [Abstract] | |
Schedule of investments in debt securities at fair value | As of December 31, 2021 As of December 31, 2020 Cash and Cash Equivalents Short-term Investments Total Cash and Short-term Investments Total Level 1 Securities Money market funds $ 11,709 $ - $ - $ 11,709 $ 2,165 $ - $ - $ 2,165 U.S. Government debt securities - 13,582 - 13,582 5,999 12,892 - 18,891 Total Level 1 Securities 11,709 13,582 - 25,291 8,164 12,892 - 21,056 Level 2 Securities Corporate debt securities - 50,641 15,430 66,071 - 8,054 2,825 10,879 Municipal debt securities - 1,610 - 1,610 - 1,225 - 1,225 Total Level 2 Securities - 52,251 15,430 67,681 - 9,279 2,825 12,104 Total $ 11,709 $ 65,833 $ 15,430 $ 92,972 $ 8,164 $ 22,171 $ 2,825 $ 33,160 |
Schedule of corporate, U.S. government and municipal debt securities | As of December 31, 2021 Amortized Gross Gross Estimated Debt Securities: Corporate $ 66,281 $ - $ (210 ) $ 66,071 U.S. Government 13,594 - (12 ) 13,582 Municipalities 1,610 - - 1,610 Total $ 81,485 $ - $ (222 ) $ 81,263 As of December 31, 2020 Amortized Gross Gross Estimated 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 |
Schedule of fair value of investments in corporate, U.S. government, and municipal debt securities by contractual maturity | December 31, 2021 Amortized Estimated Due in one year or less $ 66,001 $ 65,833 Due after one year through five years 15,484 15,430 Total $ 81,485 $ 81,263 |
Schedule of content assets | As of December 31, 2021 2020 Licensed content, net Released, less amortization $ 11,406 $ 9,985 Prepaid and unreleased 9,119 3,022 20,525 13,007 Produced content, net Released, less amortization 18,507 9,071 In production 33,650 10,848 52,157 19,919 Total $ 72,682 $ 32,926 |
Schedule of company licensed content costs | Year Ended December 31, 2021 2020 Licensed content $ 8,961 $ 6,800 Produced content 18,920 2,895 $ 27,881 $ 9,695 |
Schedule of property and equipment | Estimated useful life December 31, (in years) 2021 2020 Furniture and fixtures 10 to 15 $ 108 $ 108 Equipment 5 1,247 967 Computer and software 3 to 5 729 625 Website and application development 3 422 687 Leasehold improvements Lesser of the lease term or their useful lives 703 703 Work-in-progress - 32 85 Property and equipment, gross 3,241 3,175 Less accumulated depreciation and amortization 1,899 1,829 Property and equipment, net $ 1,342 $ 1,346 |
Schedule of intangible assets | Weighted average remaining lives (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 2.3 $ 940 $ 184 $ 756 Trademark 4.5 570 62 508 Covenant-not-to-compete 2.4 130 25 105 $ 1,640 $ 271 $ 1,369 |
Schedule of warrants | As of December 31, 2021 2020 Level 3 Private Placement Warrants $ 5,661 $ 20,843 Total Level 3 $ 5,661 $ 20,843 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue [Abstract] | |
Schedule of revenues disaggregated | Year Ended December 31, 2021 2020 Subscriptions – O&O Service $ 20,906 29 % $ 13,031 33 % Subscriptions – App Services 3,915 6 % 3,477 9 % Subscriptions – Total 24,821 35 % 16,508 42 % License Fees – Affiliates 18,572 26 % 16,832 42 % License Fees – Program Sales (1) 24,758 35 % 5,691 15 % License Fees – Total 43,330 61 % 22,523 57 % Other – Total (1)(2) 3,110 4 % 590 1 % Total Revenues $ 71,261 $ 39,621 |
Schedule of revenues expected to be recognized in the future related to performance obligations | For the twelve months ending December 31, 2022 2023 2024 2025 2026 Thereafter Total Remaining Performance Obligations $ 18,512 $ 7,070 $ 4,944 $ 2,945 $ 10 $ 70 $ 33,551 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Convertible Preferred Stock and Stockholders Equity [Abstract] | |
Schedule of related to the Company’s warrants | Warrant Type Cash Warrants Warrants Warrants Public Warrants (CURIW) and PIPE Warrants $ 11.50 7,786,589 (4,732,386 ) 3,054,203 Private Placement $ 11.50 3,676,000 - 3,676,000 Total 11,462,589 (4,732,386 ) 6,730,203 |
Schedule of fair value Black-Scholes option | As of December 31, 2021 2020 Exercise Price $ 11.50 $ 11.50 Stock Price (CURI) $ 5.93 $ 13.95 Expected volatility 58.00 % 39.63 % Expected warrant term (years) 3.8 4.8 Risk-free interest rate 1.12 % 0.36 % Dividend yield 0 % 0 % Fair Value per Private Placement Warrant $ 1.54 $ 5.67 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share | Year ending December 31, 2021 2020 Numerator - Basic EPS: Net loss $ (37,635 ) $ (48,599 ) Preferred dividends and accretion of issuance costs - (13,788 ) Net loss attributable to common stockholders - basic (37,635 ) (62,387 ) Denominator - Basic EPS: Weighted - average shares - basic 51,482,257 18,931,456 Net loss per share attributable to common stockholders - basic $ (0.73 ) $ (3.30 ) Numerator - Diluted EPS: Net loss $ (37,635 ) $ (48,599 ) Preferred dividends and accretion of issuance costs - (13,788 ) Decrease in fair value of Private Placement Warrants (15,182 ) - Net loss attributable to common stockholders - diluted (52,817 ) (62,387 ) Denominator - Diluted EPS: Weighted - average shares - basic 51,482,257 18,931,456 Incremental common shares from assumed exercise of Private Placement Warrants 306,739 - Weighted - average shares - diluted 51,788,996 18,931,456 Net loss per share attributable to common stockholders - diluted $ (1.02 ) $ (3.30 ) |
Schedule of antidilutive shares excluded | Antidilutive shares excluded: December 31, 2021 2020 Options 4,747,832 4,710,717 Restricted Stock Units 850,277 413,277 Warrants 3,054,203 11,462,589 8,652,312 16,586,583 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option and restricted stock unit | Stock Options Restricted Stock Units Number of Number of Weighted- Weighted- Aggregate (1) Number of Weighted- Balance at December 31, 2020 2,538,648 4,710,717 $7.06 8.5 $32,349 413,277 $9.21 Granted (2) (1,012,264 ) 284,582 14.78 - - 727,682 12.42 Options exercised and RSUs vested 46,794 (119,564 ) 4.20 - - (171,259 ) 10.34 Forfeited or expired 247,326 (127,903 ) 5.82 - - (119,423 ) 11.50 Balance at December 31, 2021 1,820,504 4,747,832 $ 7.61 8.2 $ 3,254 850,277 $ 11.41 Exercisable at December 31, 2020 1,275,524 $ 7.36 6.6 $ 8,320 Exercisable at December 31, 2021 2,348,875 $ 7.74 8.0 $ 2,010 Unvested at December 31, 2020 3,435,193 $ 6.96 9.2 $ 24,029 Unvested at December 31, 2021 2,398,957 $ 7.49 8.4 $ 1,244 |
Schedule of assumptions used to value the company's stock options grants | December 31, 2021 2020 Dividend yield 0 % 0 % Expected volatility 60 % 60 % Expected term (years) 2.50 - 6.25 5.00 - 6.25 Risk-free interest rate 0.14% to 1.11 % 0.38% to 1.71 % Weighted average grant date fair value $ 6.58 $ 4.15 Stock-based compensation - Options $ 4,597 $ 4,171 Stock-based compensation - RSUs $ 2,367 $ 129 |
Schedule of remaining unrecognized compensation cost | Total Weighted Stock options $ 9,095 2.4 Restricted Stock Units 8,721 3.3 Total $ 17,816 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Schedule of revenue by geographic location | Year ended December 31, 2021 2020 United States $ 41,461 58 % $ 31,123 79 % International: Germany 8,625 12 % 1,054 2 % Other 21,175 30 % 7,444 19 % Total International $ 29,800 42 % 8,498 21 % $ 71,261 100 % $ 39,621 100 % |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of consolidated balance sheets | December 31, 2021 2020 Balance Sheets Accounts receivable $ 6,254 $ - Accounts payable 611 - |
Schedule of statement of operations | Year ended December 31, 2021 2020 Statements of Operations Revenues $ 5,612 $ - Cost of revenues 1,202 - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent and sublease rental income future minimum lease payments | Year Ending December 31, CuriosityStream Sublease Net 2022 $ 530 $ (53 ) $ 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 2026 585 (59 ) 526 Thereafter 3,946 (395 ) 3,551 $ 6,732 $ (674 ) $ 6,058 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the provision for income taxes | For the year ended 2021 2020 Provision for income taxes: Current: Federal $ - $ - State and local 11 25 Foreign 345 154 Total current provision 356 179 Deferred: Federal $ 3 $ - State and local 1 - Foreign - - Total deferred provision $ 4 $ - Total tax provision $ 360 $ 179 |
Schedule of effective income tax rate to the U.S. federal statutory | For the year ended December 31, 2021 2020 Amount Effective Rate Amount Effective Rate U.S. federal statutory income tax provision (benefit) $ (7,851 ) 21.0 % $ (10,168 ) 21.0 % Permanent items (3,360 ) 9.0 % 1,541 (3.2 )% State and local income taxes, net of federal tax benefit (2,727 ) 7.3 % (1,994 ) 4.1 )% Change in valuation allowance 13,824 (37.0 )% 9,758 (20.2 )% Return to provision adjustments 129 (0.3 )% 888 (1.8 )% Foreign withholding taxes 345 (0.9 )% 154 (0.3 )% Total tax provision $ 360 (0.9 )% $ 179 (0.4 )% |
Schedule of deferred tax assets and liabilities | December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 37,428 $ 24,875 Accrued expenses and reserves 798 494 Intangibles and content assets 2,334 2,712 Deferred rent 314 260 Stock based compensation 2,627 1,384 Other 179 93 Total deferred tax asset 43,680 29,818 Valuation allowance (43,642 ) (29,815 ) Deferred tax assets, net of valuation allowance $ 38 $ 3 Deferred tax liabilities: Unrealized gain (43 ) (3 ) Deferred tax liabilities, net $ (5 ) $ - |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business [Abstract] | |
Accessible on-demand description | 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) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 16, 2021USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Exchange ratio | 0.626 | ||
Accounts receivable percentage | 34.00% | 48.00% | |
Corporate credit card agreements | $ 500,000 | $ 500,000 | |
Line of credit | 4,500,000 | $ 4,500,000 | |
Cash deposits | $ 4,500,000 | ||
Doubtful account | 56,000 | 14,000 | |
Advertising and marketing expenses | $ 52,208 | 42,152 | |
Percentage of tax benefit recognized | 50.00% | ||
Paycheck Protection Program Loan [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Funds reserved amount | $ 1,181,000 | ||
Holdback amounts | 500,000 | ||
Reserve funds | $ 150,000 | $ 1,181,000 | |
Minimum [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Voting interests, percentage | 20.00% | ||
Operating leases | $ 5,000,000 | ||
Right-of-use assets balance | $ 3,500,000 | ||
Maximum [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Voting interests, percentage | 50.00% | ||
Operating leases | $ 6,000,000 | ||
Right-of-use assets balance | $ 4,500,000 | ||
Customer Concentration Risk [Member] | Three Customers [Member] | Revenues [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage on revenues | 27.00% | 41.00% | |
Customer Concentration Risk [Member] | One Customer [Member] | Revenues [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage on revenues | 14.00% | 26.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statement of cash flows - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statement of cash flows [Abstract] | ||
Cash and cash equivalents | $ 15,216 | $ 11,203 |
Restricted cash | 2,331 | 6,181 |
Cash, cash equivalents and restricted cash | $ 17,547 | $ 17,384 |
Equity Investments and Busine_3
Equity Investments and Business Combinations (Details) - USD ($) | Aug. 23, 2021 | Aug. 13, 2021 | Mar. 11, 2021 | Oct. 18, 2021 | Jul. 31, 2021 | Feb. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Ownership, percentage | 32.00% | |||||||
Ownership for spiegel venture | $ 3,260 | |||||||
Ownership, description | the Company purchased a 12% ownership interest in Watch Nebula LLC for $6,000. Nebula is an SVOD technology platform built for and by a group of content creators. The Company is committed to purchasing an additional 13% ownership interest through eight quarterly payments of $813, which after each payment, the Company will obtain an additional 1.625% of equity ownership interests. Prior to the Company’s investment, Nebula was a 100% wholly owned subsidiary of Standard Broadcast LLC (“Standard”). The Company obtained 25% of the representation on Nebula’s Board of Directors | |||||||
Accrued liabilities and other liabilities | $ 813 | |||||||
Ownership, percentage | 100.00% | |||||||
Aggregate consideration | $ 4,500,000 | |||||||
Cash consideration | 4,000,000 | |||||||
Holdback for indemnification | $ 500,000 | $ 500,000 | ||||||
License period | 3 years 7 months 6 days | |||||||
Aggregate consideration | $ 1,512,000 | |||||||
Additional amount based on achievement of certain revenue | $ 600,000 | |||||||
Amortized over an estimated useful life | 3 years 6 months | |||||||
Right to receive shares | 0.626 | |||||||
Common Stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Issued and outstanding shares of capital | 100.00% | |||||||
Converted into aggregate shares of common stock | 31,556,837 | |||||||
Merger shares held in escrow | 1,501,758 | |||||||
Additional merger shares held in escrow | 1,501,758 | 19,924 | 19,924 | |||||
Newly issued shares | 2,500,000 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Issuance of vesting shares | 2,242,500 | |||||||
Investors related to the issuance | $ 94,101,000 | |||||||
PIPE investors [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Converted into aggregate shares of common stock | 2,500,000 | |||||||
Cash from trust account | $ 16,500 | |||||||
Investors related to the issuance | $ 25,000 | |||||||
Aggregate issuance of common stock shares | 2,500,000 | |||||||
Additional transaction costs related to acquisition | $ 5,700 | |||||||
Business Combination [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Ownership, percentage | 100.00% | |||||||
Cash consideration | 1,362,000 | |||||||
Holdback for indemnification | $ 500,000 | $ 150,000 | ||||||
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; | |||||||
Learn25 Acquisition [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Holdback for indemnification | $ 150,000 | |||||||
Minimum [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Amortized over useful lives ranging | 2 years | |||||||
Maximum [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Amortized over useful lives ranging | 3 years | |||||||
Common Class A [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Merger shares issuance | 12,549,512 | |||||||
Pre existing stock after redemption | 2,400,488 | |||||||
Aggregate of shares | 31,556,837 | |||||||
Common Class A [Member] | Equity Option [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Converted into aggregate shares of common stock | 2,214,246 | |||||||
Common Class B [Member] | ||||||||
Equity Investments and Business Combinations (Details) [Line Items] | ||||||||
Converted into aggregate shares of common stock | 3,737,500 | |||||||
Par value per share | $ 0.0001 | |||||||
Outstanding shares of common stock | 3,737,500 |
Equity Investments and Busine_4
Equity Investments and Business Combinations (Details) - Schedule of investments in equity method investees - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of Equity Method Investments [Line Items] | |||
Investments in equity method investees | [1] | $ 10,073 | |
Capitalized transaction costs | 378 | ||
Equity interests (loss) income based on investee net (loss) income | $ (63) | (464) | |
Investments in equity method investees | 9,987 | ||
Intercompany profit elimination on content licensed to Spiegel Venture | (401) | ||
Equity interest (loss) income | (464) | ||
Spiegel Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in equity method investees | [1] | 3,260 | |
Capitalized transaction costs | 304 | ||
Equity interests (loss) income based on investee net (loss) income | (74) | (475) | |
Investments in equity method investees | 3,089 | ||
Intercompany profit elimination on content licensed to Spiegel Venture | (401) | ||
Equity interest (loss) income | (475) | ||
Nebula [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in equity method investees | [1] | 6,813 | |
Capitalized transaction costs | 74 | ||
Equity interests (loss) income based on investee net (loss) income | 11 | 11 | |
Investments in equity method investees | $ 6,898 | ||
Equity interest (loss) income | $ 11 | ||
[1] | Nebula's investment in equity method investees balance includes an accrual of $813 also reported in Accrued expenses and other liabilities as of December 31, 2021. |
Equity Investments and Busine_5
Equity Investments and Business Combinations (Details) - Schedule of assets acquired and liabilities assumed based on their fair values of the ODU Acquisition Date $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of assets acquired and liabilities assumed based on their fair values of the ODU Acquisition Date [Abstract] | |
Accounts receivable | $ 35 |
Property and equipment | 11 |
Content assets | 1,000 |
Intangible assets | 1,300 |
Goodwill | 2,565 |
Accounts payable | (3) |
Deferred revenue | (408) |
Total | $ 4,500 |
Equity Investments and Busine_6
Equity Investments and Business Combinations (Details) - Schedule of useful lives of each individual asset identified on a straight-line basis of ODU purchase $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Equity Investments and Business Combinations (Details) - Schedule of useful lives of each individual asset identified on a straight-line basis of ODU purchase [Line Items] | |
Total intangibles, Fair value | $ 1,300 |
Total intangibles, Estimated useful lives (years) | 3 years 6 months |
Customer relationships [Member] | |
Equity Investments and Business Combinations (Details) - Schedule of useful lives of each individual asset identified on a straight-line basis of ODU purchase [Line Items] | |
Total intangibles, Fair value | $ 700 |
Total intangibles, Estimated useful lives (years) | 3 years |
Trademark [Member] | |
Equity Investments and Business Combinations (Details) - Schedule of useful lives of each individual asset identified on a straight-line basis of ODU purchase [Line Items] | |
Total intangibles, Fair value | $ 500 |
Total intangibles, Estimated useful lives (years) | 6 years 6 months |
Covenant-not-to-compete [Member] | |
Equity Investments and Business Combinations (Details) - Schedule of useful lives of each individual asset identified on a straight-line basis of ODU purchase [Line Items] | |
Total intangibles, Fair value | $ 100 |
Total intangibles, Estimated useful lives (years) | 3 years |
Equity Investments and Busine_7
Equity Investments and Business Combinations (Details) - Schedule of assets acquired and liabilities assumed based on their fair values as of the Learn25 Acquisition Date $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of assets acquired and liabilities assumed based on their fair values as of the Learn25 Acquisition Date [Abstract] | |
Content assets | $ 1,000 |
Intangible assets | 340 |
Other current assets | 204 |
Goodwill | 228 |
Total | $ 1,772 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components (Details) [Line Items] | ||
Realized losses | $ 6 | |
Realized gain | $ 114 | |
Unamortized cost of the licensed 2022 | 5,238,000 | |
Unamortized cost of the licensed 2023 | 3,102,000 | |
Unamortized cost of the licensed 2024 | 1,298,000 | |
Unamortized cost of the licensed 2025 | 11,406,000 | |
Unamortized cost of the produced content 2022 | 4,908,000 | |
Unamortized cost of the produced content 2023 | 4,769,000 | |
Unamortized cost of the produced content 2024 | 4,288,000 | |
Unamortized cost of the produced content 2025 | 18,507,000 | |
Leasehold Improvements [Member] | ||
Balance Sheet Components (Details) [Line Items] | ||
Depreciation expense | $ 338,000 | $ 330,000 |
Balance Sheet Components (Det_2
Balance Sheet Components (Details) - Schedule of investments in debt securities at fair value - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | ||
Cash and Cash Equivalents | $ 11,709 | $ 8,164 |
Short-term Investments | 65,833 | 22,171 |
Investments (non-current) | 15,430 | 2,825 |
Total | 92,972 | 33,160 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule of Investments [Line Items] | ||
Cash and Cash Equivalents | 11,709 | 8,164 |
Short-term Investments | 13,582 | 12,892 |
Investments (non-current) | ||
Total | 25,291 | 21,056 |
Fair Value, Inputs, Level 1 [Member] | Money market funds [Member] | ||
Schedule of Investments [Line Items] | ||
Cash and Cash Equivalents | 11,709 | 2,165 |
Short-term Investments | ||
Investments (non-current) | ||
Total | 11,709 | 2,165 |
Fair Value, Inputs, Level 1 [Member] | U.S. Government debt securities [Member] | ||
Schedule of Investments [Line Items] | ||
Cash and Cash Equivalents | 5,999 | |
Short-term Investments | 13,582 | 12,892 |
Investments (non-current) | ||
Total | 13,582 | 18,891 |
Fair Value, Inputs, Level 2 [Member] | ||
Schedule of Investments [Line Items] | ||
Cash and Cash Equivalents | ||
Short-term Investments | 52,251 | 9,279 |
Investments (non-current) | 15,430 | 2,825 |
Total | 67,681 | 12,104 |
Fair Value, Inputs, Level 2 [Member] | Corporate debt securities [Member] | ||
Schedule of Investments [Line Items] | ||
Cash and Cash Equivalents | ||
Short-term Investments | 50,641 | 8,054 |
Investments (non-current) | 15,430 | 2,825 |
Total | 66,071 | 10,879 |
Fair Value, Inputs, Level 2 [Member] | Municipal debt securities [Member] | ||
Schedule of Investments [Line Items] | ||
Cash and Cash Equivalents | ||
Short-term Investments | 1,610 | 1,225 |
Investments (non-current) | ||
Total | $ 1,610 | $ 1,225 |
Balance Sheet Components (Det_3
Balance Sheet Components (Details) - Schedule of corporate, U.S. government and municipal debt securities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities: | ||
Amortized Cost | $ 81,485 | $ 30,985 |
Gross Unrealized Gains | 15 | |
Gross Unrealized Losses | (222) | (5) |
Estimated Fair Value | 81,263 | 30,995 |
Corporate Debt Securities [Member] | ||
Debt Securities: | ||
Amortized Cost | 66,281 | 10,867 |
Gross Unrealized Gains | 14 | |
Gross Unrealized Losses | (210) | (2) |
Estimated Fair Value | 66,071 | 10,879 |
US Government Agencies Debt Securities [Member] | ||
Debt Securities: | ||
Amortized Cost | 13,594 | 18,892 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (12) | (2) |
Estimated Fair Value | 13,582 | 18,891 |
Municipalities [Member] | ||
Debt Securities: | ||
Amortized Cost | 1,610 | 1,226 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (1) | |
Estimated Fair Value | $ 1,610 | $ 1,225 |
Balance Sheet Components (Det_4
Balance Sheet Components (Details) - Schedule of fair value of investments in corporate, U.S. government, and municipal debt securities by contractual maturity $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of fair value of investments in corporate, U.S. government, and municipal debt securities by contractual maturity [Abstract] | |
Due in one year or less, Amortized Cost | $ 66,001 |
Due in one year or less, Estimated Fair Value | 65,833 |
Due after one year through five years, Amortized Cost | 15,484 |
Due after one year through five years, Estimated Fair Value | 15,430 |
Total | 81,485 |
Total | $ 81,263 |
Balance Sheet Components (Det_5
Balance Sheet Components (Details) - Schedule of content assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Licensed content, net | ||
Licensed content, net | $ 20,525 | $ 13,007 |
Produced content, net | ||
Produced content, net | 52,157 | 19,919 |
Total | 72,682 | 32,926 |
Released, less amortization [Member] | ||
Licensed content, net | ||
Licensed content, net | 11,406 | 9,985 |
Produced content, net | ||
Produced content, net | 18,507 | 9,071 |
Prepaid and unreleased [Member] | ||
Licensed content, net | ||
Licensed content, net | 9,119 | 3,022 |
In production [Member] | ||
Produced content, net | ||
Produced content, net | $ 33,650 | $ 10,848 |
Balance Sheet Components (Det_6
Balance Sheet Components (Details) - Schedule of company licensed content costs - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of company licensed content costs [Abstract] | ||
Licensed content | $ 8,961 | $ 6,800 |
Produced content | 18,920 | 2,895 |
Total | $ 27,881 | $ 9,695 |
Balance Sheet Components (Det_7
Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,241 | $ 3,175 |
Less accumulated depreciation and amortization | 1,899 | 1,829 |
Property and equipment, net | 1,342 | 1,346 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 108 | 108 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Property and equipment, gross | $ 1,247 | 967 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 729 | 625 |
Website and application development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Property and equipment, gross | $ 422 | 687 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years), Leasehold improvements | Lesser of the lease term or their useful lives | |
Property and equipment, gross | $ 703 | 703 |
Work-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 32 | $ 85 |
Minimum [Member] | Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Minimum [Member] | Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Maximum [Member] | Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 15 years | |
Maximum [Member] | Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years |
Balance Sheet Components (Det_8
Balance Sheet Components (Details) - Schedule of intangible assets $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 1,640 |
Accumulated Amortization | 271 |
Net Carrying Amount | $ 1,369 |
Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 2 years 3 months 18 days |
Gross Carrying Amount | $ 940 |
Accumulated Amortization | 184 |
Net Carrying Amount | $ 756 |
Trademark [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 4 years 6 months |
Gross Carrying Amount | $ 570 |
Accumulated Amortization | 62 |
Net Carrying Amount | $ 508 |
Covenant-not-to-compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 2 years 4 months 24 days |
Gross Carrying Amount | $ 130 |
Accumulated Amortization | 25 |
Net Carrying Amount | $ 105 |
Balance Sheet Components (Det_9
Balance Sheet Components (Details) - Schedule of warrants - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Level 3 | ||
Total Level 3 | $ 5,661 | $ 20,843 |
Private Placement Warrants [Member] | ||
Level 3 | ||
Total Level 3 | $ 5,661 | $ 20,843 |
Revenue (Details)
Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue (Details) [Line Items] | ||
Total related party revenue | $ 5,600,000 | |
Spiegel Venture amount | 3,000,000 | |
Marketing services rendered to Spiegel Venture | 2,600,000 | |
Marketing services rendered to Nebula | 1,300,000 | |
Other marketing services | 52,208 | $ 42,152 |
Deferred revenues | 23,152,000 | $ 12,745,000 |
Revenue recognized | 12,502,000 | |
One Day University [Member] | ||
Revenue (Details) [Line Items] | ||
Other revenue | 100,000 | |
Other sales revenue | 200,000 | |
Other marketing services | $ 200,000 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenues disaggregated - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 24,821 | $ 16,508 | |
Subscriptions – Total, percentage | 35.00% | 42.00% | |
License Fees – Total | $ 43,330 | $ 22,523 | |
License Fees – Total, percentage | 61.00% | 57.00% | |
Other – Total | [1],[2] | $ 3,110 | $ 590 |
Other – Total, percentage | [1],[2] | 4.00% | 1.00% |
Total Revenues | $ 71,261 | $ 39,621 | |
O&O Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 20,906 | $ 13,031 | |
Subscriptions – Total, percentage | 29.00% | 33.00% | |
App Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Subscriptions – Total | $ 3,915 | $ 3,477 | |
Subscriptions – Total, percentage | 6.00% | 9.00% | |
Affiliates [Member] | |||
Disaggregation of Revenue [Line Items] | |||
License Fees – Total | $ 18,572 | $ 16,832 | |
License Fees – Total, percentage | 26.00% | 42.00% | |
Program Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
License Fees – Total | [1] | $ 24,758 | $ 5,691 |
License Fees – Total, percentage | [1] | 35.00% | 15.00% |
[1] | For the year ended December 31, 2021, total related party revenue was $5.6 million, consisting of $3.0 million for content licensed by the Company to the Spiegel Venture included in License Fees – Program Sales, and $2.6 million for marketing services rendered to Spiegel Venture and Nebula for $1.3 million each, which is included in Other revenue. There were no related party revenues for the year ended December 31, 2020. See Note 11. | ||
[2] | In addition to (1) above, Other revenue also includes revenues related to ODU live events of $0.1 million, Learn25 catalog sales of $0.2 million and other marketing services for $0.2 million. |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of revenues expected to be recognized in the future related to performance obligations $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of revenues expected to be recognized in the future related to performance obligations [Abstract] | |
2022 | $ 18,512 |
2023 | 7,070 |
2024 | 4,944 |
2025 | 2,945 |
2026 | 10 |
Thereafter | 70 |
Total | $ 33,551 |
Line of Credit and Paycheck P_2
Line of Credit and Paycheck Protection Program Loan (Details) - USD ($) $ in Thousands | May 01, 2020 | Feb. 12, 2020 | Feb. 28, 2021 | Dec. 31, 2020 |
Line of Credit and Paycheck Protection Program Loan (Details) [Line Items] | ||||
Line of credit facility | $ 4,500 | |||
Floating rate plus | 2.25% | |||
Unused fees, percentage | 0.25% | |||
Loan maturity date | Feb. 28, 2021 | Feb. 28, 2022 | ||
Line of credit facility cash | $ 4,500 | |||
PPP loan maturity date | The PPP Loan matures in May 2022 and bears interest at a rate of 1.0% per annum. | |||
Paycheck Protection Program Loan [Member] | ||||
Line of Credit and Paycheck Protection Program Loan (Details) [Line Items] | ||||
Funding from paycheck protection program | $ 1,158 | |||
Loan proceeds | $ 1,158 | |||
Note bears interest rate per annum | 1.00% |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2021 | Dec. 31, 2018 | Nov. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 14, 2020 |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of shares authorized | 125,000,000 | 125,000,000 | ||||
Capital stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, description | 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 was exercised by the underwriters in full on February 5, 2021. The net proceeds from the Offering were $94,100, after deducting $6,811 in underwriting discounts and commissions. The Company also incurred and paid offering expenses in connection with the Offering of $707 during the year ended December 31, 2021. | |||||
Warrants exercise price (in Dollars per share) | $ 11.5 | |||||
Warrants expire, date | Oct. 14, 2025 | |||||
Warrants expire | 5 years | |||||
Warrants exercisable trading days, description | The Company has the right to redeem the outstanding Public Warrants and PIPE 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. | |||||
Proceeds from public warrants exercise (in Dollars) | $ 54,898 | |||||
Warrants exercised price (in Dollars) | $ 476 | |||||
Change in fair value of gain (in Dollars) | $ 15,182 | |||||
Change in fair value of loss (in Dollars) | $ 10,120 | |||||
Public Warrants [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of warrants outstanding | 3,054,203 | |||||
PIPE Warrants [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of warrants outstanding | 353,000 | |||||
Private Placement [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of warrants outstanding | 3,676,000 | |||||
Capital Stock [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of shares authorized | 126,000,000 | |||||
Capital stock, par value (in Dollars per share) | $ 0.0001 | |||||
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] | ||||||
Preferred stock converted shares | 29,365,570 | |||||
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 | |||||
Gross proceeds (in Dollars) | $ 145,570 | |||||
Equity issuance costs (in Dollars) | $ 8,027 | $ 8,027 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of related to the Company’s warrants shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of related to the Company’s warrants [Line Items] | |
Warrants Outstanding | 11,462,589 |
Warrants Exercised | (4,732,386) |
Warrants Outstanding | 6,730,203 |
Public Warrants (CURIW) and PIPE Warrants [Member] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of related to the Company’s warrants [Line Items] | |
Cash Exercise Price per Share (in Dollars per share) | $ / shares | $ 11.5 |
Warrants Outstanding | 7,786,589 |
Warrants Exercised | (4,732,386) |
Warrants Outstanding | 3,054,203 |
Private Placement [Member] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of related to the Company’s warrants [Line Items] | |
Cash Exercise Price per Share (in Dollars per share) | $ / shares | $ 11.5 |
Warrants Outstanding | 3,676,000 |
Warrants Exercised | |
Warrants Outstanding | 3,676,000 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of fair value Black-Scholes option - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value Black-Scholes option [Abstract] | ||
Exercise Price | $ 11.5 | $ 11.5 |
Stock Price (CURI) | $ 5.93 | $ 13.95 |
Expected volatility | 58.00% | 39.63% |
Expected warrant term (years) | 3 years 9 months 18 days | 4 years 9 months 18 days |
Risk-free interest rate | 1.12% | 0.36% |
Dividend yield | 0.00% | 0.00% |
Fair Value per Private Placement Warrant | $ 1.54 | $ 5.67 |
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, 2021 | Dec. 31, 2020 | |
Numerator - Basic EPS: | ||
Net loss | $ (37,635) | $ (48,599) |
Preferred dividends and accretion of issuance costs | (13,788) | |
Net loss attributable to common stockholders - basic | $ (37,635) | $ (62,387) |
Denominator - Basic EPS: | ||
Weighted–average shares - basic (in Shares) | 51,482,257 | 18,931,456 |
Net loss per share attributable to common stockholders – basic (in Dollars per share) | $ (0.73) | $ (3.3) |
Numerator - Diluted EPS: | ||
Net loss | $ (37,635) | $ (48,599) |
Preferred dividends and accretion of issuance costs | (13,788) | |
Decrease in fair value of Private Placement Warrants | (15,182) | |
Net loss attributable to common stockholders - diluted | $ (52,817) | $ (62,387) |
Denominator - Diluted EPS: (in Shares) | ||
Weighted–average shares - basic (in Shares) | 51,482,257 | 18,931,456 |
Incremental common shares from assumed exercise of Private Placement Warrants (in Shares) | 306,739 | |
Weighted–average shares - diluted (in Shares) | 51,788,996 | 18,931,456 |
Net loss per share attributable to common stockholders – diluted (in Dollars per share) | $ (1.02) | $ (3.3) |
Earnings (Loss) Per Share (D_2
Earnings (Loss) Per Share (Details) - Schedule of antidilutive shares excluded - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,652,312 | 16,586,583 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,747,832 | 4,710,717 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 850,277 | 413,277 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,054,203 | 11,462,589 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) [Line Items] | ||
Vested option shares (in Shares) | 152,358 | |
Vested exercise price (in Dollars per share) | $ 16.42 | |
Compensation expense | $ 900 | |
Intrinsic value of options exercised | $ 1,363 | $ 373 |
Vesting period percentage | 25.00% | |
2020 Omnibus Plan [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Number of shares approved to be issued (in Shares) | 7,725,000 | |
Vesting period percentage | 6.25% |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option and restricted stock unit - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Stock options [Member] | |||
Stock-Based Compensation (Details) - Schedule of stock option and restricted stock unit [Line Items] | |||
Number of Shares Available for Issuance Under the Plan, Outstanding at beginning balance | 2,538,648 | ||
Number of Shares, Outstanding at beginning balance | 4,710,717 | ||
Weighted- Average Exercise Price, Outstanding at beginning balance (in Dollars per share) | $ 7.06 | ||
Weighted- Average Remaining Contractual Term (in Years), Outstanding at beginning balance | 8 years 6 months | ||
Aggregate Intrinsic Value, Outstanding at beginning balance (in Dollars) | [1] | $ 32,349 | |
Number of Shares Available for Issuance Under the Plan, Outstanding at ending balance | 1,820,504 | 2,538,648 | |
Number of Shares, Outstanding at ending balance | 4,747,832 | 4,710,717 | |
Weighted- Average Exercise Price, Outstanding at ending balance (in Dollars per share) | $ 7.61 | $ 7.06 | |
Weighted- Average Remaining Contractual Term (in Years), Outstanding at ending balance | 8 years 2 months 12 days | ||
Aggregate Intrinsic Value, Outstanding at ending balance (in Dollars) | [1] | $ 3,254 | $ 32,349 |
Number of Shares Available for Issuance Under the Plan, Granted | [2] | (1,012,264) | |
Number of Shares, Granted | [2] | 284,582 | |
Weighted- Average Exercise Price, Granted (in Dollars per share) | [2] | $ 14.78 | |
Aggregate Intrinsic Value, Granted (in Dollars) | [1],[2] | ||
Number of Shares Available for Issuance Under the Plan, Options exercised and RSUs vested | 46,794 | ||
Number of Shares, Options exercised and RSUs vested | (119,564) | ||
Weighted- Average Exercise Price, Options exercised and RSUs vested (in Dollars per share) | $ 4.2 | ||
Aggregate Intrinsic Value, Options exercised and RSUs vested (in Dollars) | [1] | ||
Number of Shares Available for Issuance Under the Plan, Forfeited or expired | 247,326 | ||
Number of Shares, Forfeited or expired | (127,903) | ||
Weighted- Average Exercise Price, Forfeited or expired (in Dollars per share) | $ 5.82 | ||
Aggregate Intrinsic Value, Forfeited or expired (in Dollars) | [1] | ||
Number of Shares, Excercisable | 2,348,875 | 1,275,524 | |
Weighted- Average Exercise Price, Excercisable (in Dollars per share) | $ 7.74 | $ 7.36 | |
Weighted- Average Remaining Contractual Term (in Years), Excercisable | 8 years | 6 years 7 months 6 days | |
Aggregate Intrinsic Value, Excercisable (in Dollars) | [1] | $ 2,010 | $ 8,320 |
Number of Shares, Unvested | 2,398,957 | 3,435,193 | |
Weighted- Average Exercise Price, Unvested (in Dollars per share) | $ 7.49 | $ 6.96 | |
Weighted- Average Remaining Contractual Term (in Years), Unvested | 8 years 4 months 24 days | 9 years 2 months 12 days | |
Aggregate Intrinsic Value, Unvested (in Dollars) | [1] | $ 1,244 | $ 24,029 |
Restricted Stock Units [Member] | |||
Stock-Based Compensation (Details) - Schedule of stock option and restricted stock unit [Line Items] | |||
Number of Shares, Outstanding at beginning balance | 413,277 | ||
Weighted Average Grant Date Fair Value, Outstanding at beginning balance (in Dollars per share) | $ 9.21 | ||
Number of Shares, Outstanding at ending balance | 850,277 | 413,277 | |
Weighted Average Grant Date Fair Value, Outstanding at ending balance (in Dollars per share) | $ 11.41 | $ 9.21 | |
Number of Shares, Granted | [2] | 727,682 | |
Weighted Average Grant Date Fair Value, Granted (in Dollars per share) | [2] | $ 12.42 | |
Number of Shares, Options exercised and RSUs vested | (171,259) | ||
Weighted Average Grant Date Fair Value, Options exercised and RSUs vested (in Dollars per share) | $ 10.34 | ||
Number of Shares, Forfeited or expired | (119,423) | ||
Weighted Average Grant Date Fair Value, Options exercised and RSUs vested (in Dollars per share) | $ 11.5 | ||
[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, 2021, is a total of 152,358 fully vested options with an exercise price of $16.42 and a five-year contractual term, which resulted in compensation expense totaling $0.9 million being recorded upon grant. Such options were granted during the three months ended March 31, 2021. |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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% |
Weighted average grant date fair value (in Dollars per share) | $ 6.58 | $ 4.15 |
Stock-based compensation - Options (in Dollars) | $ 4,597 | $ 4,171 |
Stock-based compensation - RSUs (in Dollars) | $ 2,367 | $ 129 |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | ||
Expected term (years) | 2 years 6 months | 5 years |
Risk-free interest rate | 0.14% | 0.38% |
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 | 6 years 3 months |
Risk-free interest rate | 1.11% | 1.71% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost [Line Items] | |
Total Unrecognized Compensation Cost | $ 17,816 |
Stock options [Member] | |
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost [Line Items] | |
Total Unrecognized Compensation Cost | $ 9,095 |
Weighted Average Remaining Years | 2 years 4 months 24 days |
Restricted Stock Units [Member] | |
Stock-Based Compensation (Details) - Schedule of remaining unrecognized compensation cost [Line Items] | |
Total Unrecognized Compensation Cost | $ 8,721 |
Weighted Average Remaining Years | 3 years 3 months 18 days |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating segment | 1 |
Foreign country percentage | 10.00% |
Segment and Geographic Inform_4
Segment and Geographic Information (Details) - Schedule of revenue by geographic location - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 71,261 | $ 39,621 |
Revenue by geographic percentage | 100.00% | 100.00% |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 41,461 | $ 31,123 |
Revenue by geographic percentage | 58.00% | 79.00% |
Germany [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 8,625 | $ 1,054 |
Revenue by geographic percentage | 12.00% | 2.00% |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 21,175 | $ 7,444 |
Revenue by geographic percentage | 30.00% | 19.00% |
Total International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic | $ 29,800 | $ 8,498 |
Revenue by geographic percentage | 42.00% | 21.00% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related party transactions (Details) [Line Items] | |||
Recognized revenues of Spiegel Venture | $ 2,986 | ||
Marketing services rendered | 1,277 | ||
Revenue recognized | 1,349 | ||
Advertising services | 1,202 | ||
Related party sublease rental income | 52 | $ 53 | |
Related party deferred rent receivable | $ 89 | 67 | |
Chief Executive Officer [Member] | |||
Related party transactions (Details) [Line Items] | |||
Ownership interest of agreement payments | 10.00% | ||
Total agreement payments | $ 3,198 | $ 3,038 | |
Forecast [Member] | Chief Executive Officer [Member] | |||
Related party transactions (Details) [Line Items] | |||
Additional agreement payments | $ 3,375 |
Related party transactions (D_2
Related party transactions (Details) - Schedule of consolidated balance sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheets | ||
Accounts receivable | $ 6,254 | |
Accounts payable | $ 611 |
Related party transactions (D_3
Related party transactions (Details) - Schedule of statement of operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statements of Operations | ||
Revenues | $ 5,612 | |
Cost of revenues | $ 1,202 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution, description | plan that covers employees 21 years of age or older with three months or greater of service. | |
Employer match contributions, description | The Company matches employee deferrals at 100% on up to 3% of compensation and 50% of employee deferrals between 3 – 5% of compensation. | |
Total employer match contributions | $ 357 | $ 211 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Content obligations | $ 39,047 | $ 26,022 | ||
Current content liabilities | 9,684 | 2,116 | ||
Content assets obligations | 29,363 | 23,906 | ||
Commitments for agreements | $ 12,144 | |||
Lease expires | Feb. 28, 2033 | |||
Tenant improvement allowance | $ 295 | 93 | ||
Rent paid | 304 | 317 | ||
General and administrative expenses | $ 523 | $ 528 | ||
Forecast [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Content obligations | $ 4,441 | $ 24,922 | ||
Other commitment due in December 31, 2022 | $ 11,644 | |||
Other commitment due in December 31, 2023 | $ 500 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
2022 | $ 477 |
2023 | 489 |
2024 | 501 |
2025 | 514 |
2026 | 526 |
Thereafter | 3,551 |
Total | 6,058 |
CuriosityStream rent [Member] | |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
2022 | 530 |
2023 | 543 |
2024 | 557 |
2025 | 571 |
2026 | 585 |
Thereafter | 3,946 |
Total | 6,732 |
Sublease rental income [Member] | |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
2022 | (53) |
2023 | (54) |
2024 | (56) |
2025 | (57) |
2026 | (59) |
Thereafter | (395) |
Total | $ (674) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 360 | $ 179 |
Federal net operating loss carryforwards | 149,148 | 97,227 |
State net operating loss carryforwards | $ 100,855 | $ 77,047 |
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, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | ||
State and local | 11 | 25 |
Foreign | 345 | 154 |
Total current provision | 356 | 179 |
Deferred: | ||
Federal | 3 | |
State and local | 1 | |
Foreign | ||
Total deferred provision | 4 | |
Total tax provision | $ 360 | $ 179 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of effective income tax rate to the U.S. federal statutory - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of effective income tax rate to the U.S. federal statutory [Abstract] | ||
U.S. federal statutory income tax provision (“benefit”) | $ (7,851) | $ (10,168) |
U.S. federal statutory income tax provision (“benefit”) Effective Rate | 21.00% | 21.00% |
Permanent items | $ (3,360) | $ 1,541 |
Permanent items Effective Rate | 9.00% | (3.20%) |
State and local income taxes, net of federal tax benefit | $ (2,727) | $ (1,994) |
State and local income taxes, net of federal tax benefit Effective Rate | 7.30% | |
Change in valuation allowance | $ 13,824 | $ 9,758 |
Change in valuation allowance Effective Rate | (37.00%) | (20.20%) |
Return to provision adjustments | $ 129 | $ 888 |
Return to provision adjustments Effective Rate | (0.30%) | (1.80%) |
Foreign withholding taxes | $ 345 | $ 154 |
Foreign withholding taxes Effective Rate | (0.90%) | (0.30%) |
Total Tax Provision | $ 360 | $ 179 |
Total Tax Provision Effective Rate | (0.90%) | (0.40%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 37,428 | $ 24,875 |
Accrued expenses and reserves | 798 | 494 |
Intangibles and content assets | 2,334 | 2,712 |
Deferred rent | 314 | 260 |
Stock based compensation | 2,627 | 1,384 |
Other | 179 | 93 |
Total deferred tax asset | 43,680 | 29,818 |
Valuation allowance | (43,642) | (29,815) |
Deferred tax assets, net of valuation allowance | 38 | 3 |
Deferred tax liabilities: | ||
Unrealized gain | (43) | (3) |
Deferred tax liabilities, net | $ (5) |