Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | CuriosityStream Inc. | |
Trading Symbol | CURI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 52,620,327 | |
Amendment Flag | false | |
Entity Central Index Key | 0001776909 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly 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 $0.0001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 21,346 | $ 11,203 |
Restricted cash | 2,331 | 6,181 |
Short-term investments in debt securities | 59,497 | 22,171 |
Accounts receivable | 13,303 | 7,222 |
Other current assets | 3,593 | 4,467 |
Total current assets | 100,070 | 51,244 |
Investments in debt securities | 48,830 | 2,825 |
Investments in equity method investees | 9,803 | |
Property and equipment, net | 1,278 | 1,346 |
Content assets, net | 61,737 | 32,926 |
Intangibles, net | 1,490 | |
Goodwill | 2,963 | |
Other assets | 698 | 254 |
Total assets | 226,869 | 88,595 |
Current liabilities | ||
Current content liabilities | 7,506 | 2,116 |
Accounts payable | 5,537 | 3,577 |
Accrued expenses and other liabilities | 4,819 | 3,313 |
Deferred revenue | 21,999 | 12,678 |
Total current liabilities | 39,861 | 21,684 |
Warrant liability | 14,520 | 20,843 |
Non-current deferred rent liability | 1,300 | 1,027 |
Other liabilities | 196 | 67 |
Total liabilities | 55,877 | 43,621 |
Stockholders’ equity (deficit) | ||
Preferred stock, $0.0001 par value – 1,000 shares authorized at September 30, 2021 and December 31, 2020; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value – 125,000 shares authorized at September 30, 2021 and December 31, 2020; 52,607 shares issued and outstanding at September 30, 2021; 40,289 shares issued and 39,542 shares outstanding as of December 31, 2020 | 5 | 4 |
Additional paid-in capital | 351,176 | 197,507 |
Accumulated other comprehensive income (loss) | (1,413) | 10 |
Accumulated deficit | (178,776) | (152,547) |
Total stockholders’ equity (deficit) | 170,992 | 44,974 |
Total liabilities and stockholders’ equity (deficit) | $ 226,869 | $ 88,595 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Sep. 30, 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 | 52,607 | 40,289 |
Common stock shares outstanding | 52,607 | 39,542 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 18,705 | $ 8,744 | $ 43,985 | $ 28,260 |
Operating expenses | ||||
Cost of revenues | 9,553 | 3,411 | 19,433 | 10,748 |
Advertising and marketing | 9,320 | 7,800 | 33,089 | 28,809 |
General and administrative | 8,058 | 4,286 | 25,943 | 11,907 |
Total operating expenses | 26,931 | 15,497 | 78,465 | 51,464 |
Operating loss | (8,226) | (6,753) | (34,480) | (23,204) |
Change in fair value of warrant liability | 8,345 | 6,323 | ||
Interest and other income | 595 | 101 | 1,891 | 519 |
Equity interests income | 165 | 165 | ||
Income (Loss) before income taxes | 879 | (6,652) | (26,101) | (22,685) |
Provision for income taxes | 49 | 41 | 128 | 118 |
Net income (loss) | 830 | (6,693) | (26,229) | (22,803) |
Less preferred dividends and accretion of issuance costs | (4,523) | (13,114) | ||
Net income (loss) attributable to common stockholders | $ 830 | $ (11,216) | $ (26,229) | $ (35,917) |
Net income (loss) per share attributable to common stockholders | ||||
Basic (in Dollars per share) | $ 0.02 | $ (0.85) | $ (0.51) | $ (2.73) |
Diluted (in Dollars per share) | $ (0.14) | $ (0.85) | $ (0.63) | $ (2.73) |
Weighted average number of common shares outstanding | ||||
Basic (in Shares) | 52,592 | 13,165 | 51,091 | 13,165 |
Diluted (in Shares) | 52,677 | 13,165 | 51,736 | 13,165 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 830 | $ (6,693) | $ (26,229) | $ (22,803) |
Other comprehensive loss | ||||
Unrealized loss on available for sale securities | (200) | (42) | (1,423) | (134) |
Total comprehensive income (loss) | $ 630 | $ (6,735) | $ (27,652) | $ (22,937) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder’s Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Redeemable Convertible Series A Preferred Stock | Total |
Balance at Dec. 31, 2019 | $ 1 | $ 189 | $ (91,506) | $ 155,174 | $ (91,316) | ||
Balance (in Shares) at Dec. 31, 2019 | 13,165 | 18,383 | |||||
Net income (loss) | (22,803) | (22,803) | |||||
Stock-based compensation, net | 1,256 | 1,256 | |||||
Exercise of Options | 36 | 36 | |||||
Redeemable convertible preferred stock adjustment to redemption value | (1,292) | (11,822) | 13,114 | (13,114) | |||
Other comprehensive loss | (134) | (134) | |||||
Balance at Sep. 30, 2020 | $ 1 | 55 | (126,131) | $ 168,288 | (126,075) | ||
Balance (in Shares) at Sep. 30, 2020 | 13,165 | 18,383 | |||||
Balance at Jun. 30, 2020 | $ 1 | 97 | (115,443) | $ 163,765 | (115,345) | ||
Balance (in Shares) at Jun. 30, 2020 | 13,165 | 18,383 | |||||
Net income (loss) | (6,693) | (6,693) | |||||
Stock-based compensation, net | 492 | 492 | |||||
Exercise of Options | 36 | 36 | |||||
Redeemable convertible preferred stock adjustment to redemption value | (528) | (3,995) | 4,523 | (4,523) | |||
Other comprehensive loss | (42) | (42) | |||||
Balance at Sep. 30, 2020 | $ 1 | 55 | (126,131) | $ 168,288 | (126,075) | ||
Balance (in Shares) at Sep. 30, 2020 | 13,165 | 18,383 | |||||
Balance at Dec. 31, 2020 | $ 4 | 197,507 | 10 | (152,547) | 44,974 | ||
Balance (in Shares) at Dec. 31, 2020 | 40,289 | ||||||
Net income (loss) | (26,229) | (26,229) | |||||
Stock-based compensation, net | 5,357 | 5,357 | |||||
Stock-based compensation, net (in Shares) | 12 | ||||||
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 | 497 | 497 | |||||
Exercise of Options (in Shares) | 118 | ||||||
Exercise of Warrants | 54,422 | 54,422 | |||||
Exercise of Warrants (in Shares) | 4,733 | ||||||
Cancellation of escrow shares | |||||||
Cancellation of escrow shares (in Shares) | (20) | ||||||
Other comprehensive loss | (1,423) | (1,423) | |||||
Balance at Sep. 30, 2021 | $ 5 | 351,176 | (1,413) | (178,776) | 170,992 | ||
Balance (in Shares) at Sep. 30, 2021 | 52,607 | ||||||
Balance at Jun. 30, 2021 | $ 5 | 349,597 | (1,213) | (179,606) | 168,783 | ||
Balance (in Shares) at Jun. 30, 2021 | 52,583 | ||||||
Net income (loss) | 830 | 830 | |||||
Stock-based compensation, net | 1,519 | 1,519 | |||||
Stock-based compensation, net (in Shares) | 9 | ||||||
Exercise of Options | 60 | 60 | |||||
Exercise of Options (in Shares) | 15 | ||||||
Other comprehensive loss | (200) | (200) | |||||
Balance at Sep. 30, 2021 | $ 5 | $ 351,176 | $ (1,413) | $ (178,776) | $ 170,992 | ||
Balance (in Shares) at Sep. 30, 2021 | 52,607 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (26,229) | $ (22,803) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Change in fair value of warrant liability | (6,323) | |
Additions to content assets | (40,954) | (14,004) |
Change in content liabilities | 5,390 | (1,141) |
Amortization of content assets | 14,143 | 6,805 |
Amortization, depreciation and accretion | 1,041 | 399 |
Stock-based compensation | 5,446 | 1,256 |
Equity interests income | (165) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (6,046) | (4,023) |
Other assets | 274 | (723) |
Accounts payable | 1,943 | (3,263) |
Accrued expenses and other liabilities | 641 | 210 |
Deferred revenue | 9,042 | 1,784 |
Net cash used in operating activities | (41,797) | (35,503) |
Cash flows from investing activities | ||
Purchases of property and equipment | (291) | (299) |
Business acquisitions | (5,362) | |
Investment in equity method investees | (9,260) | |
Payment of transaction costs - equity investments | (304) | |
Sales of investments in debt securities | 15,676 | 39,744 |
Maturities of investments in debt securities | 50,792 | 8,500 |
Purchases of debt securities | (151,861) | (12,227) |
Net cash (used in) provided by investing activities | (100,610) | 35,718 |
Cash flows from financing activities | ||
Exercise of stock options | 497 | 36 |
Exercise of warrants | 54,898 | |
Payments related to tax withholding | (89) | |
Proceeds from issuance of Common Stock | 94,101 | |
Payment of offering costs | (707) | (1,646) |
Borrowings on line of credit | 8,250 | |
Repayments on line of credit | (7,300) | |
Net cash provided by (used in) financing activities | 148,700 | (660) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 6,293 | (445) |
Cash, cash equivalents and restricted cash, beginning of period | 17,384 | 8,819 |
Cash, cash equivalents and restricted cash, end of period | 23,677 | 8,374 |
Supplemental schedule of non-cash financing activities: | ||
Preferred dividends and accretion of issuance costs | 13,114 | |
Supplemental disclosure: | ||
Capitalized transaction cost included in accounts payable and accrued expenses | 74 | |
Cash paid for taxes | $ 31 | $ 250 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 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 sells other media companies a collection of the existing titles in a traditional program sales deal. 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. This latter model reduces risk in our content development decisions and creates program sales revenue. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistent in all material respects with those applied in the Company’s consolidated financial statements as of and for the year ended December 31, 2020. In the opinion of management, the unaudited consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations There have been no material changes in the Company’s significant accounting policies compared to the significant accounting policies described in the Company’s consolidated financial statements as of and for the year ended December 31, 2020. 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 and equity method investments, the fair value of assets and liabilities for allocation of the purchase price of companies acquired, and the fair value of common stock, 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. Cash and cash equivalents and restricted cash The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At September 30, 2021, restricted cash includes cash deposits required by a bank as collateral related to corporate credit card agreements of $500 as well as $1,181 of funds reserved related to the Paycheck Protection Program (PPP) loan (see Note 5), which are being held in an escrow account until the PPP loan is forgiven. In addition, as part of the acquisitions of One Day University and Now You Know Media, Inc. (see Note 3), holdback amounts of $500 and $150, respectively, are reserved for indemnification purposes until one year after the acquisition date. The Company’s line of credit of $4,500 was terminated on July 16, 2021 and as a result, $4,500 of cash deposits being held by a bank as collateral were released from restriction. 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 corporate debt securities and government 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 government debt securities. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate 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 6 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, and accounts payable and accrued expenses 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), as noted below: As of September 30, 2021 As of December 31, 2020 Cash and Cash Short-term Investments Total Cash and Cash Short-term Investments Total Level 1 Securities Money market funds $ 18,152 $ - $ - $ 18,152 $ 2,165 $ - $ - $ 2,165 Government debt securities - 26,645 2,000 28,645 5,999 12,892 - 18,891 Total Level 1 Securities 18,152 26,645 2,000 46,797 8,164 12,892 - 21,056 Level 2 Securities Corporate debt securities - 30,511 46,830 77,341 - 8,054 2,825 10,879 Municipal debt securities - 2,341 - 2,341 - 1,225 - 1,225 Total Level 2 Securities - 32,852 46,830 79,682 - 9,279 2,825 12,104 Total $ 18,152 $ 59,497 $ 48,830 $ 126,479 $ 8,164 $ 22,171 $ 2,825 $ 33,160 Unrealized gains and losses are recorded in accumulated other comprehensive income or loss, a component of stockholders’ equity (deficit). Realized gains and losses are reclassified from accumulated other comprehensive income or loss into earnings as a component of net income or loss. Realized losses reported in interest and other income in the accompanying unaudited consolidated statements of operations were $399 and $403, in the three and nine months ended September 30, 2021, respectively. Realized gains were not significant in the three and nine months ended September 30, 2020. 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 three and nine months ended September 30, 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 unaudited consolidated balance sheets. The following tables summarize the Company’s corporate and government debt securities: As of September 30, 2021 Amortized Gross Gross Estimated Debt Securities: Corporate $ 78,755 $ - $ (1,414 ) $ 77,341 U.S. Government 28,643 2 - 28,645 Municipalities 2,342 - (1 ) 2,341 Total $ 109,740 $ 2 $ (1,415 ) $ 108,327 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 The fair value of the Company’s investments in corporate and government debt securities at September 30, 2021 by contractual maturity is as follows: September 30, 2021 Amortized Estimated Due in one year or less $ 59,982 $ 59,497 Due after one year through five years 49,758 48,830 Due after five years - - Total $ 109,740 $ 108,327 Warrants As described in Note 6, 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 September 30, 2021 and December 31, 2020 was as follows: As of As of Level 3 Private Placement Warrants $ 14,520 $ 20,843 Total Level 3 $ 14,520 $ 20,843 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” in our unaudited consolidated statements of operations. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the unaudited 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 September 30, 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 unaudited consolidated balance sheets. 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, operated two documentary channels, together with various subscription video-on-demand (“SVOD”) services, that provide factual content to pay television audiences in Germany. The Company has not received any dividends from the Spiegel Venture as of September 30, 2021. The Company’s carrying value for the Spiegel Venture was $3,719 as of September 30, 2021 and the Company’s equity in earnings of the Spiegel Venture was $155 for the three months ended September 30, 2021. The Company’s carrying value also includes capitalized transaction costs of $304 as of September 30, 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 12 for details of transactions between the Company and the Spiegel Venture during the three months ended September 30, 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 September 30, 2021. The Company’s carrying value for Nebula was $6,084 as of September 30, 2021 and the Company’s equity in earnings of Nebula was not significant for the three months ended September 30, 2021. The Company’s carrying value also includes capitalized transaction costs of $74 as of September 30, 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 12 for details of transactions between the Company and Nebula during the three months ended September 30, 2021. 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 unaudited consolidated statements of cash flows. The Company recognizes its content assets (licensed and produced) as “Content assets, net” on the unaudited 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 unaudited 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 three and nine months ended September 30, 2021. We review factors that impact the amortization of the content assets on a regular basis. Our 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. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off. Revenue recognition The following table sets forth the Company’s revenues disaggregated by type for the three and nine months ended September 30, 2021 and 2020, as well as the relative percent of each revenue type to total revenue. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Subscriptions – O&O Service $ 5,382 29 % $ 3,492 40 % $ 14,053 32 % $ 9,304 32 % Subscriptions – App Services 1,003 5 % 890 10 % 2,889 7 % 2,596 9 % Subscriptions – Total 6,385 34 % 4,382 50 % 16,942 39 % 11,900 41 % License Fees – Affiliates (1) 5,232 28 % 4,227 48 % 14,314 32 % 12,300 44 % License Fees – Program Sales 6,159 33 % 134 2 % 11,676 27 % 4,055 15 % License Fees – Total 11,391 61 % 4,361 50 % 25,990 59 % 16,355 59 % Other – Total (1) 929 5 % 1 0 % 1,053 2 % 5 0 % Total Revenues $ 18,705 $ 8,744 $ 43,985 $ 28,260 (1) For the three and nine months ended September 30, 2021, total related party revenue of $1.5 million consists of $0.6 million for content delivered included in License Fees – Affiliates and $0.9 million for technical and creative rebranding and marketing services rendered, which is included in Other revenue. See Note 12. There were no related party revenues for the three and nine months ended September 30, 2020. 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. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2021 are as follows: Rest of year For the twelve months ending December 31, 2021 2022 2023 2024 2025 Thereafter Total Remaining Performance Obligations $ 10,926 $ 10,124 $ 5,072 $ 3,649 $ 3,021 $ 126 $ 32,918 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 $22,195 and $12,745 at September 30, 2021 and December 31, 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 $2,272 and $9,793 were recognized during the three and nine months ended September 30, 2021, related to the balance of deferred revenue at December 31, 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 unaudited consolidated balance sheets and changes in the fair value of the Company’s Private Placement Warrants in each period are reported in earnings. 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. 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. 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. Recently issued financial accounting standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3 – Business Combinations Acquisition of Now You Know Media, Inc. (“Learn25”) On August 13, 2021, the Company consummated the acquisition of 100% ownership 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. The earnout had an acquisition date fair value of $430 and is recorded in “Accrued expenses and other liabilities” on the unaudited consolidated balance sheets as of September 30, 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 will be released twelve months after the Learn25 Acquisition Date and is recorded in Restricted cash and in Accrued expenses and other liabilities as of September 30, 2021 on the unaudited consolidated balance sheet. The Learn25 Acquisition was accounted for as a purchase, with the results of operations from August 13, 2021, which were not material, of Learn25 included in the Company’s unaudited consolidated statement of operations. Based on a preliminary purchase price allocation, the purchase consideration was allocated to assets acquired and liabilities assumed based on their fair values as of the Learn25 Acquisition Date as follows: Prepaid expenses and other assets $ 204 Content and intangibles 1,340 Goodwill 398 $ 1,942 The amounts allocated to Content and intangibles includes $1,000 of content which is being amortized over an estimated useful life of 3.5 years and $340 of various other intangible assets (the most significant of which was customer relationships) which are being amortized over useful lives ranging from 2 to 3 years. Content relates to the programs available on the Learn25 library. The cost approach was used to estimate the value of the content library 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 unaudited consolidated balance sheets. Acquisition of One Day University On May 11, 2021, the Company consummated the acquisition of 100% ownership 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 September 30, 2021 on the unaudited consolidated balance sheets. 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 unaudited consolidated results from May 11, 2021. Based on a preliminary purchase price allocation, 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 and intangibles 2,300 Goodwill 2,565 Accounts payable (3 ) Deferred revenue (408 ) $ 4,500 The amounts allocated to content and intangibles 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: Fair value Estimated Content $ 1,000 5 Customer relationships 700 3 Trademark 500 6.5 Covenant-not-to-compete 100 3 Total intangibles 1,300 Total content and intangibles $ 2,300 Content 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 value of the content library as of the valuation date. The economic life was determined based on the lecturer’s license period of 5 years starting on the date the titles were published. ODU content is recorded as part of Content assets, net on the unaudited consolidated balance sheets. Customer relationships represent the fair value of the future projected revenue that will be derived from the sales of lectures to existing customers of ODU. Customer relationships were valued using the discounted cash flow method under the income approach. The underlying cash flows are based on historical attrition rates. The economic life was determined based on the period in which the Company expects to receive most of the cash flows from the existing customers. The trademark intangible relates to the “One Day University” trade name. The fair value was determined using the relief-from-royalty method under the income approach. This valuation method estimates the fair value of an asset calculating the revenues attributable to the trademark for the use of the asset, multiplied by a royalty rate. The economic life was determined based on the remaining expected period of use of the trademark. Covenant-not-to-compete relates to an agreement between the Company and ODU’s management not to work for a competitor of the Company and limits ODU management’s ability to compete with the Company. The valuation method used to estimate the fair value was the income approach. The economic life was determined based on the remaining contractual life of the covenant-not-to-compete agreement. For both acquisitions, the preliminary allocation of the estimated purchase price is based upon management’s estimates and is subject to revision, as a more detailed analysis of intangible assets, certain tangible assets, and other assets and liabilities is completed and additional information on the fair value of assets and liabilities becomes available, including receipt of final appraisals of the net assets acquired. A change in the fair value of the net assets may change the amount of the purchase price allocable to goodwill and could impact the amounts of amortization expense. The Company used discounted cash flows analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocation, 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. Intangible assets as of September 30, 2021 for both acquisitions were comprised of the following: Remaining Amortization Period As of September 30, 2021 ODU Learn25 Gross Carrying Accumulated Net Carrying Trademark 6.1 Years 1.9 Years $ 570 $ 35 $ 535 Covenant-not-to-compete 2.6 Years 2.9 Years 130 14 116 Customer relationships 2.6 Years 2.4 Years 940 101 839 Intangible assets, net $ 1,640 $ 150 $ 1,490 Reverse merger acquisition 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. 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. 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. |
Content Assets
Content Assets | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure of Content Assets [Abstract] | |
Content assets | Note 4 — Content assets Content assets consisted of the following: As of September 30, 2021 December 31, Licensed content, net Released, less amortization $ 10,547 $ 9,985 Prepaid and unreleased 7,858 3,022 18,405 13,007 Produced content, net Released, less amortization 14,674 9,071 In production 28,633 10,848 In development and pre-production 25 - 43,332 19,919 Total $ 61,737 $ 32,926 As of September 30, 2021, $5,102, $3,027, and $1,251 of the $10,547 unamortized cost of the licensed content that has been released is expected to be amortized in each of the next three years. As of September 30, 2021, $3,909, $3,779, and $3,504 of the $14,674 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 three and nine months ended September 30, 2021 and 2020, respectively as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Licensed content $ 2,091 $ 1,719 $ 5,369 $ 5,071 Produced content 5,063 390 8,774 1,734 $ 7,154 $ 2,109 $ 14,143 $ 6,805 |
Line of Credit and Paycheck Pro
Line of Credit and Paycheck Protection Program Loan | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Line of credit and Paycheck Protection Program Loan | Note 5 — 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 of $4,500 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 nine months ended September 30, 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 period from May 1 to September 30, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Redeemable Convertible Preferred Stock And Stockholders Equity [Abstract] | |
Redeemable convertible preferred stock and stockholders’ equity | Note 6 — 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 September 30, 2021 and December 31, 2020, the Company has authorized the issuance of 126,000,000 shares of capital stock, par value of $0.0001 per share, consisting of (a) 125,000,000 shares of common stock, and (b) 1,000,000 shares of preferred stock. 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 nine months ended September 30, 2021. Warrants As of September 30, 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. Warrant Type Cash Exercise Price per Warrants Warrants Exercised 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 The Company received total proceeds of $54,898 related to the exercise of Public Warrants of which $54,422 relate to warrants exercised during the nine months ended September 30, 2021 and $476 relate to warrants exercised in December 2020. There were no warrants exercised during the three months ended September 30, 2021. 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 unaudited 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 As of Exercise Price $ 11.50 $ 11.50 Stock Price (CURI) $ 10.54 $ 13.95 Expected volatility 51.00 % 39.63 % Expected warrant term (years) 4.04 4.78 Risk-free interest rate 0.76 % 0.36 % Dividend yield 0 % 0 % Fair Value per Private Placement Warrant $ 3.95 $ 5.67 The change in fair value of the private placement warrant liability for the three and nine months ended September 30, 2021, resulted in a gain of $8,345 and $6,323, respectively. 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. Holders of Series A Preferred Stock were entitled to dividends equal to 10% of the Accrued Value (defined as the original liquidation preference of $10.00 per share of Series A Preferred Stock plus an additional amount equal to the dollar amount of any accrued but unpaid dividends) per annum. Such dividends were cumulative and accrued daily in arrears. Cash dividends were payable when, as and if declared by the Board of Directors. If the Board of Directors did not declare a cash dividend in respect of all or a portion of the dividend when due, the Accrued Value of the Series A Preferred Stock was increased by a corresponding amount. 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. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | Note 7 — 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. Three months ending Nine months ending 2021 2020 2021 2020 Numerator - Basic EPS: Net income (loss) $ 830 $ (6,693 ) $ (26,229 ) $ (22,803 ) Preferred dividends and accretion of issuance costs - (4,523 ) - (13,114 ) Net income (loss) attributable to common stockholders - basic 830 (11,216 ) (26,229 ) (35,917 ) Denominator - Basic EPS: Weighted–average shares - basic 52,592,632 13,164,675 51,090,604 13,164,675 Net income (loss) per share attributable to common stockholders – basic $ 0.02 $ (0.85 ) $ (0.51 ) $ (2.73 ) Numerator - Diluted EPS: Net income (loss) $ 830 $ (6,693 ) $ (26,229 ) $ (22,803 ) Preferred dividends and accretion of issuance costs - (4,523 ) - (13,114 ) Decrease in fair value of Private Placement Warrants (8,345 ) - (6,323 ) - Net loss attributable to common stockholders - diluted (7,515 ) (11,216 ) (32,552 ) (35,917 ) Denominator - Diluted EPS: Weighted–average shares - basic 52,592,632 13,164,675 51,090,604 13,164,675 Incremental common shares from assumed exercise of Private Placement Warrants 84,612 - 645,438 - Weighted–average shares - diluted 52,677,244 13,164,675 51,736,042 13,164,675 Net loss per share attributable to common stockholders – diluted $ (0.14 ) $ (0.85 ) $ (0.63 ) $ (2.73 ) For the three and nine months ended September 30, 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 September 30, 2021 and 2020. Antidilutive shares excluded: Three months ended Nine months ended 2021 2020 2021 2020 Options 4,774,746 2,549,607 4,774,746 2,549,607 Restricted Stock Units 922,704 - 922,704 - Warrants 3,054,203 - 3,054,203 - Series A Preferred Stock - 18,382,847 - 18,382,847 8,751,653 20,932,454 8,751,653 20,932,454 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | Note 8 — Stock-based compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value is recognized in earnings over the period during which an employee is required to provide the service. The Company accounts for forfeitures as they occur. CuriosityStream 2020 Omnibus Plan In October 2020, the Board of Directors of the Company adopted the CuriosityStream 2020 Omnibus Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the Business Combination and succeeds the Legacy CuriosityStream Stock Option Plan. Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, restricted stock units and restricted stock. The following table summarizes stock option and restricted stock unit (RSU) activity for the nine months ended September 30, 2021: Stock Options Restricted Stock Units Number of Number of Weighted-Average Number of Weighted-Average Outstanding at December 31, 2020 2,538,648 4,710,717 $ 7.06 413,277 $ 9.21 Granted (1) (834,568 ) 284,582 14.78 549,986 13.79 Options exercised and RSUs vested - (118,458 ) 4.06 (21,753 ) 13.14 Forfeited or expired 120,901 (102,095 ) 4.11 (18,806 ) 11.66 Outstanding at September 30, 2021 1,824,981 4,774,746 $ 7.59 922,704 $ 11.83 (1) Included in options granted during the nine months ended September 30, 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 three and nine months ended September 30, 2021 was $106 and $1,371, respectively. There were 8,837 options exercised during the three and nine months ended September 30, 2020. Options and RSUs historically have a four-year vesting period with 25% of the shares vesting on each anniversary date. Grants during the nine months ended September 30, 2021 generally have a four-year vesting period with options vesting quarterly or monthly and RSUs vesting monthly. When options are exercised, the Company’s policy is to issue previously unissued shares of Common Stock to satisfy share option exercises. The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which includes several assumptions including Company’s estimates of stock price volatility, employee stock option exercise behaviors, future dividend payments, and risk-free interest rates. The expected term of options granted is the estimated period of time from the beginning of the vesting period to the date of expected exercise or other settlement, based on historical exercises and post-vesting terminations. The Company generally estimates expected term based on the midpoint between the vesting date and the end of the contractual term, the simplified method, given the lack of historical exercise behavior. The Company uses historical volatility of similar public companies for estimating volatility. The risk-free interest rate is estimated using the rate of return on U.S. Treasury securities with maturities that approximate to the expected term of the option. The Company does not currently anticipate declaring any dividends. Assumptions used to value the options granted and the resulting weighted-average grant date fair value and stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020 were as follows: Three months ended Nine months ended 2021 2020 2021 2020 Dividend yield 0 % N/A 0 % 0 % Expected volatility 60 % N/A 60 % 60 % Expected term (years) 6.25 N/A 2.50-6.25 6.25 Risk-free interest rate 1.01 % N/A 0.14%-1.11 % 0.45%-1.72 % Weighted average grant date fair value $ 6.51 N/A $ 6.58 $ 2.16 Stock-based compensation - Options $ 882 $ 492 $ 3,611 $ 1,256 Stock-based compensation - RSUs $ 704 $ - $ 1,835 $ - 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. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and geographic information | Note 9 — Segment and geographic information The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on an 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 no foreign country individually comprising greater than 10% of total revenue, is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 10,665 57 % $ 6,766 77 % $ 29,931 68 % $ 22,835 81 % International 8,040 43 % 1,978 23 % 14,054 32 % 5,425 19 % $ 18,705 100 % $ 8,744 100 % $ 43,985 100 % $ 28,260 100 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 10 — Commitments and contingencies Content commitments At September 30, 2021, the Company had $25,294 of content obligations comprised of $7,506 included in current content liabilities in the accompanying unaudited consolidated balance sheets, and $17,788 of obligations that are not reflected in the accompanying unaudited consolidated balance sheets as they did not yet meet the asset recognition criteria for content assets (see Note 4). Content obligations of $21,866 and $3,428 are expected to be paid during the three months ending December 31, 2021 and the year ending December 31, 2022, 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 $22,685 as of September 30, 2021, of which $9,173, $13,012 and $500 are expected to be paid during the three months ending December 31, 2021, the year ending December 31, 2022 and the year ending December 31, 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 $132 and $45 for the three months ended September 30, 2021 and 2020, respectively. Total rent paid was $176 and $318 for the nine months ended September 30, 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 $120 and $132 for the three months ended September 30, 2021, and 2020, respectively, and rent expense was $377 and $398 for the nine months ended September 30, 2021, and 2020, respectively. The rent and sublease rental income future minimum lease payments for the above operating lease are as follows: CuriosityStream rent Sublease rental income Net rent Remainder of three months ending December 31, 2021 $ 131 $ (13 ) $ 118 Years Ending December 31, 2022 530 (53 ) 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 Thereafter 4,531 (453 ) 4,078 $ 6,863 $ (686 ) $ 6,177 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 11 — Income taxes The Company recorded a provision for income taxes totaling $49 and $41 for the three months ended September 30, 2021 and 2020, respectively, and $128 and $118 for the nine months ended September 30, 2021 and 2020, respectively, primarily related to foreign withholding income taxes. 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 tax benefit attributable to generated losses for either federal or state income tax purposes. |
Related Parties Transactions
Related Parties Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties Transactions | Note 12 — Related Parties Transactions As described in Note 2, the Company entered into the Spiegel Venture agreements and during the three and nine months ended September 30, 2021, the Company recognized total revenues of $1,500 for services rendered and content delivered to the Spiegel Venture. The Company also licenses certain content from the Spiegel and Autentic per the Content Agreement for which $828 was recorded as content assets during the three and nine months ended September 30, 2021. As described in Note 2, the Company and Nebula entered into the Nebula Agreements and during the three and nine months ended September 30, 2021, the Company incurred $293 in revenue share related to the Bundled Marketing and Premium Tier Agreement which is recorded in cost of revenue on the unaudited consolidated statement of operations. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistent in all material respects with those applied in the Company’s consolidated financial statements as of and for the year ended December 31, 2020. In the opinion of management, the unaudited consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations There have been no material changes in the Company’s significant accounting policies compared to the significant accounting policies described in the Company’s consolidated financial statements as of and for the year ended December 31, 2020. |
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 and equity method investments, the fair value of assets and liabilities for allocation of the purchase price of companies acquired, and the fair value of common stock, 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. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At September 30, 2021, restricted cash includes cash deposits required by a bank as collateral related to corporate credit card agreements of $500 as well as $1,181 of funds reserved related to the Paycheck Protection Program (PPP) loan (see Note 5), which are being held in an escrow account until the PPP loan is forgiven. In addition, as part of the acquisitions of One Day University and Now You Know Media, Inc. (see Note 3), holdback amounts of $500 and $150, respectively, are reserved for indemnification purposes until one year after the acquisition date. The Company’s line of credit of $4,500 was terminated on July 16, 2021 and as a result, $4,500 of cash deposits being held by a bank as collateral were released from restriction. |
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 corporate debt securities and government 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 government debt securities. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate 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 6 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, and accounts payable and accrued expenses 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), as noted below: As of September 30, 2021 As of December 31, 2020 Cash and Cash Short-term Investments Total Cash and Cash Short-term Investments Total Level 1 Securities Money market funds $ 18,152 $ - $ - $ 18,152 $ 2,165 $ - $ - $ 2,165 Government debt securities - 26,645 2,000 28,645 5,999 12,892 - 18,891 Total Level 1 Securities 18,152 26,645 2,000 46,797 8,164 12,892 - 21,056 Level 2 Securities Corporate debt securities - 30,511 46,830 77,341 - 8,054 2,825 10,879 Municipal debt securities - 2,341 - 2,341 - 1,225 - 1,225 Total Level 2 Securities - 32,852 46,830 79,682 - 9,279 2,825 12,104 Total $ 18,152 $ 59,497 $ 48,830 $ 126,479 $ 8,164 $ 22,171 $ 2,825 $ 33,160 Unrealized gains and losses are recorded in accumulated other comprehensive income or loss, a component of stockholders’ equity (deficit). Realized gains and losses are reclassified from accumulated other comprehensive income or loss into earnings as a component of net income or loss. Realized losses reported in interest and other income in the accompanying unaudited consolidated statements of operations were $399 and $403, in the three and nine months ended September 30, 2021, respectively. Realized gains were not significant in the three and nine months ended September 30, 2020. 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 three and nine months ended September 30, 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 unaudited consolidated balance sheets. The following tables summarize the Company’s corporate and government debt securities: As of September 30, 2021 Amortized Gross Gross Estimated Debt Securities: Corporate $ 78,755 $ - $ (1,414 ) $ 77,341 U.S. Government 28,643 2 - 28,645 Municipalities 2,342 - (1 ) 2,341 Total $ 109,740 $ 2 $ (1,415 ) $ 108,327 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 The fair value of the Company’s investments in corporate and government debt securities at September 30, 2021 by contractual maturity is as follows: September 30, 2021 Amortized Estimated Due in one year or less $ 59,982 $ 59,497 Due after one year through five years 49,758 48,830 Due after five years - - Total $ 109,740 $ 108,327 |
Warrants | Warrants As described in Note 6, 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 September 30, 2021 and December 31, 2020 was as follows: As of As of Level 3 Private Placement Warrants $ 14,520 $ 20,843 Total Level 3 $ 14,520 $ 20,843 |
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” in our unaudited consolidated statements of operations. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the unaudited 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 September 30, 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 unaudited consolidated balance sheets. 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, operated two documentary channels, together with various subscription video-on-demand (“SVOD”) services, that provide factual content to pay television audiences in Germany. The Company has not received any dividends from the Spiegel Venture as of September 30, 2021. The Company’s carrying value for the Spiegel Venture was $3,719 as of September 30, 2021 and the Company’s equity in earnings of the Spiegel Venture was $155 for the three months ended September 30, 2021. The Company’s carrying value also includes capitalized transaction costs of $304 as of September 30, 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 12 for details of transactions between the Company and the Spiegel Venture during the three months ended September 30, 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 September 30, 2021. The Company’s carrying value for Nebula was $6,084 as of September 30, 2021 and the Company’s equity in earnings of Nebula was not significant for the three months ended September 30, 2021. The Company’s carrying value also includes capitalized transaction costs of $74 as of September 30, 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 12 for details of transactions between the Company and Nebula during the three months ended September 30, 2021. |
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 unaudited consolidated statements of cash flows. The Company recognizes its content assets (licensed and produced) as “Content assets, net” on the unaudited 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 unaudited 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 three and nine months ended September 30, 2021. We review factors that impact the amortization of the content assets on a regular basis. Our 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. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off. |
Revenue recognition | Revenue recognition The following table sets forth the Company’s revenues disaggregated by type for the three and nine months ended September 30, 2021 and 2020, as well as the relative percent of each revenue type to total revenue. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Subscriptions – O&O Service $ 5,382 29 % $ 3,492 40 % $ 14,053 32 % $ 9,304 32 % Subscriptions – App Services 1,003 5 % 890 10 % 2,889 7 % 2,596 9 % Subscriptions – Total 6,385 34 % 4,382 50 % 16,942 39 % 11,900 41 % License Fees – Affiliates (1) 5,232 28 % 4,227 48 % 14,314 32 % 12,300 44 % License Fees – Program Sales 6,159 33 % 134 2 % 11,676 27 % 4,055 15 % License Fees – Total 11,391 61 % 4,361 50 % 25,990 59 % 16,355 59 % Other – Total (1) 929 5 % 1 0 % 1,053 2 % 5 0 % Total Revenues $ 18,705 $ 8,744 $ 43,985 $ 28,260 (1) For the three and nine months ended September 30, 2021, total related party revenue of $1.5 million consists of $0.6 million for content delivered included in License Fees – Affiliates and $0.9 million for technical and creative rebranding and marketing services rendered, which is included in Other revenue. See Note 12. There were no related party revenues for the three and nine months ended September 30, 2020. 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. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2021 are as follows: Rest of year For the twelve months ending December 31, 2021 2022 2023 2024 2025 Thereafter Total Remaining Performance Obligations $ 10,926 $ 10,124 $ 5,072 $ 3,649 $ 3,021 $ 126 $ 32,918 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 $22,195 and $12,745 at September 30, 2021 and December 31, 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 $2,272 and $9,793 were recognized during the three and nine months ended September 30, 2021, related to the balance of deferred revenue at December 31, 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 unaudited consolidated balance sheets and changes in the fair value of the Company’s Private Placement Warrants in each period are reported in earnings. |
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. 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. 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. |
Recently issued financial accounting standards | Recently issued financial accounting standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of investments | As of September 30, 2021 As of December 31, 2020 Cash and Cash Short-term Investments Total Cash and Cash Short-term Investments Total Level 1 Securities Money market funds $ 18,152 $ - $ - $ 18,152 $ 2,165 $ - $ - $ 2,165 Government debt securities - 26,645 2,000 28,645 5,999 12,892 - 18,891 Total Level 1 Securities 18,152 26,645 2,000 46,797 8,164 12,892 - 21,056 Level 2 Securities Corporate debt securities - 30,511 46,830 77,341 - 8,054 2,825 10,879 Municipal debt securities - 2,341 - 2,341 - 1,225 - 1,225 Total Level 2 Securities - 32,852 46,830 79,682 - 9,279 2,825 12,104 Total $ 18,152 $ 59,497 $ 48,830 $ 126,479 $ 8,164 $ 22,171 $ 2,825 $ 33,160 |
Schedule of government debt securities | As of September 30, 2021 Amortized Gross Gross Estimated Debt Securities: Corporate $ 78,755 $ - $ (1,414 ) $ 77,341 U.S. Government 28,643 2 - 28,645 Municipalities 2,342 - (1 ) 2,341 Total $ 109,740 $ 2 $ (1,415 ) $ 108,327 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 debt securities by contractual maturity | September 30, 2021 Amortized Estimated Due in one year or less $ 59,982 $ 59,497 Due after one year through five years 49,758 48,830 Due after five years - - Total $ 109,740 $ 108,327 |
Schedule of warrants | As of As of Level 3 Private Placement Warrants $ 14,520 $ 20,843 Total Level 3 $ 14,520 $ 20,843 |
Schedule of revenues disaggregated | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Subscriptions – O&O Service $ 5,382 29 % $ 3,492 40 % $ 14,053 32 % $ 9,304 32 % Subscriptions – App Services 1,003 5 % 890 10 % 2,889 7 % 2,596 9 % Subscriptions – Total 6,385 34 % 4,382 50 % 16,942 39 % 11,900 41 % License Fees – Affiliates (1) 5,232 28 % 4,227 48 % 14,314 32 % 12,300 44 % License Fees – Program Sales 6,159 33 % 134 2 % 11,676 27 % 4,055 15 % License Fees – Total 11,391 61 % 4,361 50 % 25,990 59 % 16,355 59 % Other – Total (1) 929 5 % 1 0 % 1,053 2 % 5 0 % Total Revenues $ 18,705 $ 8,744 $ 43,985 $ 28,260 |
Schedule of future related to performance obligations | Rest of year For the twelve months ending December 31, 2021 2022 2023 2024 2025 Thereafter Total Remaining Performance Obligations $ 10,926 $ 10,124 $ 5,072 $ 3,649 $ 3,021 $ 126 $ 32,918 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of preliminary purchase price allocation, the purchase consideration | Prepaid expenses and other assets $ 204 Content and intangibles 1,340 Goodwill 398 $ 1,942 |
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 and intangibles 2,300 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 | Fair value Estimated Content $ 1,000 5 Customer relationships 700 3 Trademark 500 6.5 Covenant-not-to-compete 100 3 Total intangibles 1,300 Total content and intangibles $ 2,300 |
Schedule of useful lives of each individual asset identified on a straight-line basis | Remaining Amortization Period As of September 30, 2021 ODU Learn25 Gross Carrying Accumulated Net Carrying Trademark 6.1 Years 1.9 Years $ 570 $ 35 $ 535 Covenant-not-to-compete 2.6 Years 2.9 Years 130 14 116 Customer relationships 2.6 Years 2.4 Years 940 101 839 Intangible assets, net $ 1,640 $ 150 $ 1,490 |
Content Assets (Tables)
Content Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Content Assets [Abstract] | |
Schedule of content assets consisted | As of September 30, 2021 December 31, Licensed content, net Released, less amortization $ 10,547 $ 9,985 Prepaid and unreleased 7,858 3,022 18,405 13,007 Produced content, net Released, less amortization 14,674 9,071 In production 28,633 10,848 In development and pre-production 25 - 43,332 19,919 Total $ 61,737 $ 32,926 |
Schedule of company licensed content costs | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Licensed content $ 2,091 $ 1,719 $ 5,369 $ 5,071 Produced content 5,063 390 8,774 1,734 $ 7,154 $ 2,109 $ 14,143 $ 6,805 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Redeemable Convertible Preferred Stock And Stockholders Equity [Abstract] | |
Schedule of share classes | Warrant Type Cash Exercise Price per Warrants Warrants Exercised 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 of warrant liability for private warrants | As of As of Exercise Price $ 11.50 $ 11.50 Stock Price (CURI) $ 10.54 $ 13.95 Expected volatility 51.00 % 39.63 % Expected warrant term (years) 4.04 4.78 Risk-free interest rate 0.76 % 0.36 % Dividend yield 0 % 0 % Fair Value per Private Placement Warrant $ 3.95 $ 5.67 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share | Three months ending Nine months ending 2021 2020 2021 2020 Numerator - Basic EPS: Net income (loss) $ 830 $ (6,693 ) $ (26,229 ) $ (22,803 ) Preferred dividends and accretion of issuance costs - (4,523 ) - (13,114 ) Net income (loss) attributable to common stockholders - basic 830 (11,216 ) (26,229 ) (35,917 ) Denominator - Basic EPS: Weighted–average shares - basic 52,592,632 13,164,675 51,090,604 13,164,675 Net income (loss) per share attributable to common stockholders – basic $ 0.02 $ (0.85 ) $ (0.51 ) $ (2.73 ) Numerator - Diluted EPS: Net income (loss) $ 830 $ (6,693 ) $ (26,229 ) $ (22,803 ) Preferred dividends and accretion of issuance costs - (4,523 ) - (13,114 ) Decrease in fair value of Private Placement Warrants (8,345 ) - (6,323 ) - Net loss attributable to common stockholders - diluted (7,515 ) (11,216 ) (32,552 ) (35,917 ) Denominator - Diluted EPS: Weighted–average shares - basic 52,592,632 13,164,675 51,090,604 13,164,675 Incremental common shares from assumed exercise of Private Placement Warrants 84,612 - 645,438 - Weighted–average shares - diluted 52,677,244 13,164,675 51,736,042 13,164,675 Net loss per share attributable to common stockholders – diluted $ (0.14 ) $ (0.85 ) $ (0.63 ) $ (2.73 ) |
Schedule of antidilutive shares excluded | Antidilutive shares excluded: Three months ended Nine months ended 2021 2020 2021 2020 Options 4,774,746 2,549,607 4,774,746 2,549,607 Restricted Stock Units 922,704 - 922,704 - Warrants 3,054,203 - 3,054,203 - Series A Preferred Stock - 18,382,847 - 18,382,847 8,751,653 20,932,454 8,751,653 20,932,454 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Stock Options Restricted Stock Units Number of Number of Weighted-Average Number of Weighted-Average Outstanding at December 31, 2020 2,538,648 4,710,717 $ 7.06 413,277 $ 9.21 Granted (1) (834,568 ) 284,582 14.78 549,986 13.79 Options exercised and RSUs vested - (118,458 ) 4.06 (21,753 ) 13.14 Forfeited or expired 120,901 (102,095 ) 4.11 (18,806 ) 11.66 Outstanding at September 30, 2021 1,824,981 4,774,746 $ 7.59 922,704 $ 11.83 |
Schedule of assumptions used to value the company's stock options grants | Three months ended Nine months ended 2021 2020 2021 2020 Dividend yield 0 % N/A 0 % 0 % Expected volatility 60 % N/A 60 % 60 % Expected term (years) 6.25 N/A 2.50-6.25 6.25 Risk-free interest rate 1.01 % N/A 0.14%-1.11 % 0.45%-1.72 % Weighted average grant date fair value $ 6.51 N/A $ 6.58 $ 2.16 Stock-based compensation - Options $ 882 $ 492 $ 3,611 $ 1,256 Stock-based compensation - RSUs $ 704 $ - $ 1,835 $ - |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of long-lived tangible assets | Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 10,665 57 % $ 6,766 77 % $ 29,931 68 % $ 22,835 81 % International 8,040 43 % 1,978 23 % 14,054 32 % 5,425 19 % $ 18,705 100 % $ 8,744 100 % $ 43,985 100 % $ 28,260 100 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent and sublease rental income future minimum lease payments | CuriosityStream rent Sublease rental income Net rent Remainder of three months ending December 31, 2021 $ 131 $ (13 ) $ 118 Years Ending December 31, 2022 530 (53 ) 477 2023 543 (54 ) 489 2024 557 (56 ) 501 2025 571 (57 ) 514 Thereafter 4,531 (453 ) 4,078 $ 6,863 $ (686 ) $ 6,177 |
Organization and Business (Deta
Organization and Business (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [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) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 23, 2021 | Jul. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Jul. 16, 2021 | Dec. 31, 2020 | Feb. 12, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Corporate credit card agreements | $ 500,000 | $ 500,000 | |||||
Funds reserved amount | 1,181,000 | ||||||
Line of credit | 4,500,000 | 4,500,000 | $ 4,500,000 | $ 4,500,000 | |||
Cash deposits | $ 4,500,000 | ||||||
Interest and other income | 399,000 | 403 | |||||
Acquired ownership percentage | 32.00% | ||||||
Spiegel Venture amount | $ 3,260 | 3,719 | |||||
Equity earnings of the spiegel venture amount | 155 | ||||||
Capitalized transaction costs | 304 | 304 | |||||
Total related party revenue | 1,500,000 | 600,000 | |||||
Technical and creative rebranding and marketing services | 900,000 | ||||||
Deferred revenues | 22,195,000 | 22,195,000 | $ 12,745,000 | ||||
Revenue recognized | 2,272,000 | 9,793,000 | |||||
Nebula LLC [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Purchased of ownership interest | 12.00% | ||||||
Ownership interest | $ 6,000 | ||||||
One Day University [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Amount reserved for indemnification | 500,000 | 500,000 | |||||
Now You Know Media, Inc. [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Amount reserved for indemnification | $ 150,000 | $ 150,000 | |||||
Watch Nebula LLC [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Ownership description | 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 September 30, 2021. The Company’s carrying value for Nebula was $6,084 as of September 30, 2021 and the Company’s equity in earnings of Nebula was not significant for the three months ended September 30, 2021. The Company’s carrying value also includes capitalized transaction costs of $74 as of September 30, 2021. | ||||||
Minimum [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Voting interests, percentage | 20.00% | ||||||
Maximum [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Voting interests, percentage | 50.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of investments - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 Securities | ||
Cash and Cash Equivalents | $ 18,152 | $ 8,164 |
Short-term Investments | 59,497 | 22,171 |
Investments (non-current) | 48,830 | 2,825 |
Total | 126,479 | 33,160 |
Fair Value, Inputs, Level 1 [Member] | ||
Level 1 Securities | ||
Cash and Cash Equivalents | 18,152 | 8,164 |
Short-term Investments | 26,645 | 12,892 |
Investments (non-current) | 2,000 | |
Total | 46,797 | 21,056 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Level 1 Securities | ||
Cash and Cash Equivalents | 18,152 | 2,165 |
Short-term Investments | ||
Investments (non-current) | ||
Total | 18,152 | 2,165 |
Fair Value, Inputs, Level 1 [Member] | U.S. Government Debt Securities [Member] | ||
Level 1 Securities | ||
Cash and Cash Equivalents | 5,999 | |
Short-term Investments | 26,645 | 12,892 |
Investments (non-current) | 2,000 | |
Total | 28,645 | 18,891 |
Fair Value, Inputs, Level 2 [Member] | ||
Level 1 Securities | ||
Cash and Cash Equivalents | ||
Short-term Investments | 32,852 | 9,279 |
Investments (non-current) | 46,830 | 2,825 |
Total | 79,682 | 12,104 |
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Level 1 Securities | ||
Cash and Cash Equivalents | ||
Short-term Investments | 30,511 | 8,054 |
Investments (non-current) | 46,830 | 2,825 |
Total | 77,341 | 10,879 |
Fair Value, Inputs, Level 2 [Member] | Municipal debt securities [Member] | ||
Level 1 Securities | ||
Cash and Cash Equivalents | ||
Short-term Investments | 2,341 | 1,225 |
Investments (non-current) | ||
Total | $ 2,341 | $ 1,225 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of government debt securities - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Securities: | ||
Amortized Cost | $ 109,740 | $ 30,985 |
Gross Unrealized Gains | 2 | 15 |
Gross Unrealized Losses | (1,415) | (5) |
Estimated Fair Value | 108,327 | 30,995 |
Corporate [Member] | ||
Debt Securities: | ||
Amortized Cost | 78,755 | 10,867 |
Gross Unrealized Gains | 14 | |
Gross Unrealized Losses | (1,414) | (2) |
Estimated Fair Value | 77,341 | 10,879 |
U.S. Government [Member] | ||
Debt Securities: | ||
Amortized Cost | 28,643 | 18,892 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | (2) | |
Estimated Fair Value | 28,645 | 18,891 |
Municipalities [Member] | ||
Debt Securities: | ||
Amortized Cost | 2,342 | 1,226 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (1) | (1) |
Estimated Fair Value | $ 2,341 | $ 1,225 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of debt securities by contractual maturity $ in Thousands | Sep. 30, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 109,740 |
Estimated Fair Value | 108,327 |
Due in one year or less [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 59,982 |
Estimated Fair Value | 59,497 |
Due after one year through five years [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 49,758 |
Estimated Fair Value | 48,830 |
Due after five years [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | |
Estimated Fair Value |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of warrants - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Level 3 | ||
Warrant Liability | $ 14,520 | $ 20,843 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Level 3 | ||
Warrant Liability | $ 14,520 | $ 20,843 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenues disaggregated - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Subscriptions – Total | $ 6,385 | $ 4,382 | $ 16,942 | $ 11,900 |
Subscriptions – Total, percentage | 34.00% | 50.00% | 39.00% | 41.00% |
License Fees | $ 11,391 | $ 4,361 | $ 25,990 | $ 16,355 |
License Fees – Total, percentage | 61.00% | 50.00% | 59.00% | 59.00% |
Other – Total | $ 929 | $ 1 | $ 1,053 | $ 5 |
Other – Total, percentage | 5.00% | 0.00% | 2.00% | 0.00% |
Total Revenues | $ 18,705 | $ 8,744 | $ 43,985 | $ 28,260 |
O&O Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Subscriptions – Total | $ 5,382 | $ 3,492 | $ 14,053 | $ 9,304 |
Subscriptions – Total, percentage | 29.00% | 40.00% | 32.00% | 32.00% |
App Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Subscriptions – Total | $ 1,003 | $ 890 | $ 2,889 | $ 2,596 |
Subscriptions – Total, percentage | 5.00% | 10.00% | 7.00% | 9.00% |
Affiliates [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
License Fees | $ 5,232 | $ 4,227 | $ 14,314 | $ 12,300 |
License Fees – Total, percentage | 28.00% | 48.00% | 32.00% | 44.00% |
Program Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
License Fees | $ 6,159 | $ 134 | $ 11,676 | $ 4,055 |
License Fees – Total, percentage | 33.00% | 2.00% | 27.00% | 15.00% |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of future related to performance obligations $ in Thousands | Sep. 30, 2021USD ($) |
Schedule of future related to performance obligations [Abstract] | |
2021 | $ 10,926 |
2022 | 10,124 |
2023 | 5,072 |
2024 | 3,649 |
2025 | 3,021 |
Thereafter | 126 |
Total | $ 32,918 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Aug. 13, 2021 | May 11, 2021 | Oct. 14, 2020 | Oct. 18, 2021 | Feb. 22, 2021 | Sep. 30, 2021 |
Business Combinations (Details) [Line Items] | ||||||
Ownership, percentage | 100.00% | |||||
Aggregate consideration | $ 1,512,000 | |||||
Earnout | $ 600,000 | |||||
Contingent earn-out liability | $ 430 | |||||
Cash consideration | 4,000,000 | |||||
Holdback for indemnification | 500,000 | |||||
Amount of intangibles | $ 1,000,000 | |||||
Amortized over an estimated useful life | 3 years 6 months | |||||
Other intangible assets | $ 340,000 | |||||
Aggregate consideration | $ 4,500,000 | |||||
License period | 5 years | |||||
Issued and outstanding shares of capital | 100.00% | |||||
Converted into aggregate shares of common stock (in Shares) | 31,556,837 | |||||
Merger shares held in escrow (in Shares) | 1,501,758 | |||||
Additional merger shares held in escrow (in Shares) | 19,924 | 1,501,758 | 19,924 | |||
Newly issued shares (in Shares) | 2,500,000 | |||||
Aggregate purchase price | $ 25,000 | |||||
Investors related to the issuance | 94,101,000 | |||||
PIPE investors [Member] | ||||||
Business Combinations (Details) [Line Items] | ||||||
Cash from trust account | 16,500 | |||||
Investors related to the issuance | $ 25,000 | |||||
Aggregate issuance of common stock shares (in Shares) | 2,500,000 | |||||
Additional transaction costs related to acquisition | $ 5,700 | |||||
Business Combination [Member] | ||||||
Business Combinations (Details) [Line Items] | ||||||
Ownership, percentage | 100.00% | |||||
Cash consideration | 1,362,000 | |||||
Holdback for indemnification | 150,000 | |||||
Learn25 Acquisition [Member] | ||||||
Business Combinations (Details) [Line Items] | ||||||
Holdback for indemnification | 150,000 | |||||
ODU Acquisition [Member] | ||||||
Business Combinations (Details) [Line Items] | ||||||
Holdback for indemnification | $ 500,000 | |||||
Minimum [Member] | ||||||
Business Combinations (Details) [Line Items] | ||||||
Amortized over useful lives ranging | 2 years | |||||
Maximum [Member] | ||||||
Business Combinations (Details) [Line Items] | ||||||
Amortized over useful lives ranging | 3 years |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of preliminary purchase price allocation, the purchase consideration $ in Thousands | Sep. 30, 2021USD ($) |
Schedule of preliminary purchase price allocation, the purchase consideration [Abstract] | |
Prepaid expenses and other assets | $ 204 |
Content and intangibles | 1,340 |
Goodwill | 398 |
Total | $ 1,942 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of assets acquired and liabilities assumed based on their fair values of the ODU Acquisition Date $ in Thousands | Sep. 30, 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 and intangibles | 2,300 |
Goodwill | 2,565 |
Accounts payable | (3) |
Deferred revenue | (408) |
Total | $ 4,500 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of useful lives of each individual asset identified on a straight-line basis of ODU purchase $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
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 content and intangibles, Fair value | 2,300 |
Content [Member] | |
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 | $ 1,000 |
Total intangibles, Estimated useful life (Years) | 5 years |
Customer relationships [Member] | |
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 life (Years) | 3 years |
Trademark [Member] | |
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 life (Years) | 6 years 6 months |
Covenant-not-to-compete [Member] | |
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 life (Years) | 3 years |
Business Combinations (Detail_5
Business Combinations (Details) - Schedule of intangible assets $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Gross Carrying Amount | $ 1,640 |
Accumulated Amortization | 150 |
Net Carrying Amount | 1,490 |
Trademarks [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Gross Carrying Amount | 570 |
Accumulated Amortization | 35 |
Net Carrying Amount | $ 535 |
Trademarks [Member] | ODU [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Remaining Amortization Period | 6 years 1 month 6 days |
Trademarks [Member] | Learn25 [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Remaining Amortization Period | 1 year 10 months 24 days |
Covenant-not-to-compete [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Gross Carrying Amount | $ 130 |
Accumulated Amortization | 14 |
Net Carrying Amount | $ 116 |
Covenant-not-to-compete [Member] | ODU [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Remaining Amortization Period | 2 years 7 months 6 days |
Covenant-not-to-compete [Member] | Learn25 [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Remaining Amortization Period | 2 years 10 months 24 days |
Customer Relationships [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Gross Carrying Amount | $ 940 |
Accumulated Amortization | 101 |
Net Carrying Amount | $ 839 |
Customer Relationships [Member] | ODU [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Remaining Amortization Period | 2 years 7 months 6 days |
Customer Relationships [Member] | Learn25 [Member] | |
Business Combinations (Details) - Schedule of intangible assets [Line Items] | |
Remaining Amortization Period | 2 years 4 months 24 days |
Content Assets (Details)
Content Assets (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Unamortized cost of the licensed 2022 | $ 5,102 |
Unamortized cost of the licensed 2023 | 3,027 |
Unamortized cost of the licensed 2024 | 1,251 |
Unamortized cost of the licensed 2023 | 10,547 |
Unamortized cost of the produced content 2022 | 3,909 |
Unamortized cost of the produced content 2023 | 3,779 |
Unamortized cost of the produced content 2024 | 3,504 |
Unamortized cost of the produced content 2022 | $ 14,674 |
Content Assets (Details) - Sche
Content Assets (Details) - Schedule of content assets consisted - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Licensed content, net | ||
Licensed content, net | $ 18,405 | $ 13,007 |
Produced content, net | ||
Produced content, net | 43,332 | 19,919 |
Total | 61,737 | 32,926 |
Released, less amortization [Member] | ||
Licensed content, net | ||
Licensed content, net | 10,547 | 9,985 |
Produced content, net | ||
Produced content, net | 14,674 | 9,071 |
Prepaid and unreleased [Member] | ||
Licensed content, net | ||
Licensed content, net | 7,858 | 3,022 |
In production [Member] | ||
Produced content, net | ||
Produced content, net | 28,633 | 10,848 |
In development and pre-production [Member] | ||
Produced content, net | ||
Produced content, net | $ 25 |
Content Assets (Details) - Sc_2
Content Assets (Details) - Schedule of company licensed content costs - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of company licensed content costs [Abstract] | ||||
Licensed content | $ 2,091 | $ 1,719 | $ 5,369 | $ 5,071 |
Produced content | 5,063 | 390 | 8,774 | 1,734 |
Total | $ 7,154 | $ 2,109 | $ 14,143 | $ 6,805 |
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 | Sep. 30, 2021 | Jul. 16, 2021 |
Line of Credit and Paycheck Protection Program Loan (Details) [Line Items] | |||||
Line of credit facility | $ 4,500 | $ 4,500 | $ 4,500 | ||
Floating rate plus | 2.25% | ||||
Unused fees, percentage | 0.25% | ||||
Loan maturity date | Feb. 28, 2022 | ||||
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 | ||||
Note bears interest rate per annum | 1.00% | 1.00% | |||
Loan proceeds | $ 1,158 |
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 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of shares authorized | 125,000,000 | 125,000,000 | 125,000,000 | |||
Capital stock, par value | $ 0.0001 | $ 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 nine months ended September 30, 2021. | |||||
Warrants exercise price | $ 11.5 | $ 11.5 | ||||
Warrants expire | 5 years | 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 | $ 54,898 | |||||
Warrants exercised price | $ 476 | |||||
Fair value of private placement warrant liability | $ (6,323) | |||||
Issued shares of series A preferred stock | 14,557,000 | |||||
Gross proceeds | $ 145,570 | |||||
Public Warrants [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of warrants outstanding | 3,054,203 | 3,054,203 | ||||
PIPE Warrants [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of warrants outstanding | 353,000 | 353,000 | ||||
Private Placement [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of warrants outstanding | 3,676,000 | 3,676,000 | ||||
Capital Units [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of shares authorized | 126,000,000 | 126,000,000 | 126,000,000 | |||
Capital stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Number of shares authorized to issue | 125,000,000 | 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 | 1,000,000 | ||||
Warrant [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Proceeds from public warrants exercise | $ 54,422 | |||||
Private placement warrant liability [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Fair value of private placement warrant liability | $ 8,345 | |||||
Series A Preferred Stock [Member] | ||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) [Line Items] | ||||||
Percentage of dividend | 10.00% | |||||
Original liquidation preference | $ 10 | $ 10 | ||||
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 | $ 145,570 | |||||
Equity issuance costs | $ 8,027 | $ 8,027 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of share classes | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of share classes [Line Items] | |
Warrants Outstanding 12/31/20 | 11,462,589 |
Warrants Exercised during the nine months ended 09/30/21 | (4,732,386) |
Warrants Outstanding 09/30/21 | 6,730,203 |
Public Warrants (CURIW) and PIPE Warrants [Member] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of share classes [Line Items] | |
Cash Exercise Price per Share (in Dollars per share) | $ / shares | $ 11.5 |
Warrants Outstanding 12/31/20 | 7,786,589 |
Warrants Exercised during the nine months ended 09/30/21 | (4,732,386) |
Warrants Outstanding 09/30/21 | 3,054,203 |
Private Placement [Member] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of share classes [Line Items] | |
Cash Exercise Price per Share (in Dollars per share) | $ / shares | $ 11.5 |
Warrants Outstanding 12/31/20 | 3,676,000 |
Warrants Exercised during the nine months ended 09/30/21 | |
Warrants Outstanding 09/30/21 | 3,676,000 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - Schedule of fair value of warrant liability for private warrants - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of fair value of warrant liability for private warrants [Abstract] | ||
Exercise Price | $ 11.5 | $ 11.5 |
Stock Price (CURI) | $ 10.54 | $ 13.95 |
Expected volatility | 51.00% | 39.63% |
Expected warrant term (years) | 4 years 14 days | 4 years 9 months 10 days |
Risk-free interest rate | 0.76% | 0.36% |
Dividend yield | 0.00% | 0.00% |
Fair Value per Private Placement Warrant | $ 3.95 | $ 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, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator - Basic EPS: | ||||
Net income (loss) | $ 830 | $ (6,693) | $ (26,229) | $ (22,803) |
Preferred dividends and accretion of issuance costs | (4,523) | (13,114) | ||
Net income (loss) attributable to common stockholders - basic | $ 830 | $ (11,216) | $ (26,229) | $ (35,917) |
Denominator - Basic EPS: | ||||
Weighted–average shares - basic (in Shares) | 52,592,632 | 13,164,675 | 51,090,604 | 13,164,675 |
Net income (loss) per share attributable to common stockholders – basic (in Dollars per share) | $ 0.02 | $ (0.85) | $ (0.51) | $ (2.73) |
Numerator - Diluted EPS: | ||||
Net income (loss) | $ 830 | $ (6,693) | $ (26,229) | $ (22,803) |
Preferred dividends and accretion of issuance costs | (4,523) | (13,114) | ||
Decrease in fair value of Private Placement Warrants | (8,345) | (6,323) | ||
Net loss attributable to common stockholders - diluted | $ (7,515) | $ (11,216) | $ (32,552) | $ (35,917) |
Denominator - Diluted EPS: (in Shares) | ||||
Weighted–average shares - basic (in Shares) | 52,592,632 | 13,164,675 | 51,090,604 | 13,164,675 |
Incremental common shares from assumed exercise of Private Placement Warrants (in Shares) | 84,612 | 645,438 | ||
Weighted–average shares - diluted (in Shares) | 52,677,244 | 13,164,675 | 51,736,042 | 13,164,675 |
Net loss per share attributable to common stockholders – diluted (in Dollars per share) | $ (0.14) | $ (0.85) | $ (0.63) | $ (2.73) |
Earnings (Loss) Per Share (D_2
Earnings (Loss) Per Share (Details) - Schedule of antidilutive shares excluded - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 8,751,653 | 20,932,454 | 8,751,653 | 20,932,454 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 4,774,746 | 2,549,607 | 4,774,746 | 2,549,607 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 922,704 | 922,704 | ||
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 3,054,203 | 3,054,203 | ||
Series A Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 18,382,847 | 18,382,847 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-Based Compensation (Details) [Line Items] | ||||
Vested option shares | 152,358 | |||
Vested exercise price (in Dollars per share) | $ 16.42 | |||
Compensation expense total (in Dollars) | $ 900 | |||
Intrinsic value of options exercised (in Dollars) | $ 106 | $ 1,371 | ||
Options exercised | 8,837 | 8,837 | ||
Vesting period percentage | 25.00% | |||
Incentive Stock Options [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Number of shares approved to be issued | 7,725,000 | 7,725,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option activity | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | ||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||
Number of Shares Available for Issuance Under the Plan, Outstanding at beginning | 2,538,648 | |
Number of Shares, Stock Options Outstanding at beginning | 4,710,717 | |
Weighted- Average Exercise Price, Stock Options Outstanding at beginning (in Dollars per share) | $ / shares | $ 7.06 | |
Number of Shares Available for Issuance Under the Plan, Outstanding at ending | 1,824,981 | |
Number of Shares, Stock Options Outstanding at ending | 4,774,746 | |
Weighted- Average Exercise Price, Stock Options Outstanding at ending (in Dollars per share) | $ / shares | $ 7.59 | |
Number of Shares Available for Issuance Under the Plan, Granted | (834,568) | [1] |
Number of Shares, Stock Options Granted | 284,582 | [1] |
Weighted- Average Exercise Price, Stock Options Granted (in Dollars per share) | $ / shares | $ 14.78 | [1] |
Number of Shares, Restricted Stock Units Granted | 284,582 | [1] |
Number of Shares Available for Issuance Under the Plan, Options exercised and RSUs vested | ||
Number of Shares, Stock Options Options exercised and RSUs vested | (118,458) | |
Weighted- Average Exercise Price, Stock Options Options exercised and RSUs vested (in Dollars per share) | $ / shares | $ 4.06 | |
Number of Shares, Restricted Stock Units Options Options exercised and RSUs vested | 118,458 | |
Number of Shares Available for Issuance Under the Plan, Forfeited or expired | 120,901 | |
Number of Shares, Stock Options Forfeited or expired | (102,095) | |
Weighted- Average Exercise Price, Stock Options Forfeited or expired (in Dollars per share) | $ / shares | $ 4.11 | |
Number of Shares, Restricted Stock Units Forfeited or expired | 102,095 | |
Weighted-Average Grant Date Fair Value Forfeited or expired (in Dollars per share) | $ / shares | $ 4.11 | |
Restricted Stock Units [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||
Number of Shares, Restricted Stock Units Outstanding at beginning | 413,277 | |
Weighted- Average Grant Date Fair Value, Restricted Stock Units Outstanding at beginning (in Dollars per share) | $ / shares | $ 9,210 | |
Number of Shares, Restricted Stock Units Outstanding at ending | 922,704 | |
Weighted- Average Grant Date Fair Value, Restricted Stock Units Outstanding at ending (in Dollars per share) | $ / shares | $ 11,830 | |
Number of Shares, Stock Options Granted | 549,986 | [1] |
Number of Shares, Restricted Stock Units Granted | 549,986 | [1] |
Weighted- Average Grant Date Fair Value, Restricted Stock Units Granted (in Dollars per share) | $ / shares | $ 13,790 | [1] |
Number of Shares, Stock Options Options exercised and RSUs vested | 21,753 | |
Number of Shares, Restricted Stock Units Options Options exercised and RSUs vested | (21,753) | |
Weighted- Average Grant Date Fair Value Options Options exercised and RSUs vested (in Dollars per share) | $ / shares | $ 13,140 | |
Number of Shares, Stock Options Forfeited or expired | 18,806 | |
Weighted- Average Exercise Price, Stock Options Forfeited or expired (in Dollars per share) | $ / shares | $ 11,660 | |
Number of Shares, Restricted Stock Units Forfeited or expired | (18,806) | |
Weighted-Average Grant Date Fair Value Forfeited or expired (in Dollars per share) | $ / shares | $ 11,660 | |
[1] | Included in options granted during the nine months ended September 30, 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 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% | 0.00% | |
Expected volatility | 60.00% | 60.00% | 60.00% | |
Expected term (years) | 6 years 3 months | 6 years 3 months | ||
Risk-free interest rate | 1.01% | |||
Weighted average grant date fair value (in Dollars per share) | $ 6.51 | $ 6.58 | $ 2.16 | |
Stock-based compensation - Options (in Dollars) | $ 882 | $ 492 | $ 3,611 | $ 1,256 |
Stock-based compensation - RSUs (in Dollars) | $ 704 | $ 1,835 | ||
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 | |||
Risk-free interest rate | 0.14% | 0.45% | ||
Maximum [Member] | ||||
Stock-Based Compensation (Details) - Schedule of assumptions used to value the company's stock options grants [Line Items] | ||||
Expected term (years) | 6 years 3 months | |||
Risk-free interest rate | 1.11% | 1.72% |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Operating segment | 1 |
Foreign country percentage | 10.00% |
Segment and Geographic Inform_4
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||||
Revenue by geographic | $ 18,705 | $ 8,744 | $ 43,985 | $ 28,260 |
Revenue by geographic percentage | 100.00% | 100.00% | 100.00% | 100.00% |
United States [Member] | ||||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||||
Revenue by geographic | $ 10,665 | $ 6,766 | $ 29,931 | $ 22,835 |
Revenue by geographic percentage | 57.00% | 77.00% | 68.00% | 81.00% |
International [Member] | ||||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||||
Revenue by geographic | $ 8,040 | $ 1,978 | $ 14,054 | $ 5,425 |
Revenue by geographic percentage | 43.00% | 23.00% | 32.00% | 19.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||
Current content liabilities | $ 7,506 | $ 7,506 | $ 2,116 | |||||
Obligation | 17,788 | $ 17,788 | ||||||
Contractual obligation | $ 21,866 | |||||||
Lease expires | Feb. 28, 2033 | |||||||
Rent expense | $ 377 | $ 398 | ||||||
Curiositys Stream Inc [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Content obligations | 25,294 | 25,294 | 26,022 | |||||
Current content liabilities | 7,506 | 7,506 | 2,116 | |||||
Obligation | $ 23,906 | |||||||
Commitments for agreements | 22,685 | 22,685 | ||||||
Advertising commitments, in next nine months | $ 9,173 | |||||||
Annual lease rent, year two | $ 93 | 93 | ||||||
Annual lease rent, year three | 295 | 295 | ||||||
Quaterly base rent amount | 132 | 45 | ||||||
Annual base rent amount | $ 176 | $ 318 | ||||||
General and administrative expenses | $ 120 | $ 132 | ||||||
Forecast [Member] | Curiositys Stream Inc [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Contractual obligation, paid in next year | $ 3,428 | |||||||
Advertising commitments, in next two years | $ 13,012 | |||||||
Advertising commitments, in next three years | $ 500 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
Remainder of three months ending December 31, 2021 | $ 118 |
Years Ending December 31, | |
2022 | 477 |
2023 | 489 |
2024 | 501 |
2025 | 514 |
Thereafter | 4,078 |
Total | 6,177 |
CuriosityStream rent [Member] | |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
Remainder of three months ending December 31, 2021 | 131 |
Years Ending December 31, | |
2022 | 530 |
2023 | 543 |
2024 | 557 |
2025 | 571 |
Thereafter | 4,531 |
Total | 6,863 |
Sublease rental income [Member] | |
Commitments and Contingencies (Details) - Schedule of rent and sublease rental income future minimum lease payments [Line Items] | |
Remainder of three months ending December 31, 2021 | (13) |
Years Ending December 31, | |
2022 | (53) |
2023 | (54) |
2024 | (56) |
2025 | (57) |
Thereafter | (453) |
Total | $ (686) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 49 | $ 41 | $ 128 | $ 118 |
Related Parties Transactions (D
Related Parties Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Total revenues | $ 1,500 | $ 1,500 |
Accrued expense | 828 | 828 |
Cost of Revenue | $ 293 | $ 293 |