CuriosityStream Inc. - Quarter Report: 2022 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ORM

10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

001-39139

CURIOSITYSTREAM INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		84-1797523
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8484 Georgia Ave., Suite 700

Silver Spring, Maryland 20910

(Address of principal executive offices)

(301)

755-2050

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	CURI	NASDAQ
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	CURIW	NASDAQ

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of November

, 2022, there were 52,806,115 shares of Common Stock of the registrant issued and outstanding.

CURIOSITYSTREAM INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets		1
Consolidated Statements of Operations		2
Consolidated Statements of Comprehensive Loss		3
Consolidated Statements of Stockholder’s Equity (Deficit)		4
Consolidated Statements of Cash Flows		5
Notes to Unaudited Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		31
Item 4. Controls and Procedures		31
Part II. Other Information
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3. Defaults Upon Senior Securities		32
Item 4. Mine Safety Disclosures		32
Item 5. Other Information		33
Item 6. Exhibits		33
Part III. Signatures		34

CuriosityStream Inc.

Consolidated Balance Sheets

(in thousands, except par value)


	September 30, 2022 (unaudited)			December 31, 2021

Assets

Current assets
Cash and cash equivalents	$	46,826		$	15,216
Restricted cash		500			2,331
Short-term investments in debt securities		16,947			65,833
Accounts receivable, net		17,151			23,493
Other current assets		1,561			6,413

Total current assets		82,985			113,286

Investments in debt securities		—			15,430
Investments in equity method investees		11,045			9,987
Property and equipment, net		1,183			1,342
Content assets, net		74,901			72,682
Intangibles, net		283			1,369
Goodwill		—			2,793
Operating lease right-of-use assets		3,769			—
Other assets		546			689
Total assets	$	174,712		$	217,578

Liabilities and stockholders’ equity (deficit)

Current liabilities
Content liabilities	$	4,978		$	9,684
Accounts payable		7,594			3,428
Accrued expenses and other liabilities		7,463			12,429
Deferred revenue		17,786			22,430

Total current liabilities		37,821			47,971

Warrant liability		809			5,661
Non-current operating lease liabilities		4,735			—
Other liabilities		866			2,011

Total liabilities		44,231			55,643

Stockholders’ equity (deficit)
Common stock, $0.0001 par value – 125,000 shares authorized as of September 30, 2022 and December 31, 2021; 52,802 shares issued and outstanding as of September 30, 2022; 52,677 issued and outstanding as of December 31, 2021		5			5
Additional paid-in capital		357,211			352,334
Accumulated other comprehensive loss		(182	)		(222	)
Accumulated deficit		(226,553	)		(190,182	)

Total stockholders’ equity (deficit)		130,481			161,935

Total liabilities and stockholders’ equity (deficit)	$	174,712		$	217,578

The accompanying notes are an integral part of these consolidated financial statements.

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CuriosityStream Inc.

Consolidated Statements of Operations

(in thousands, except for per share data)

(unaudited)


	For the three months ended September 30,						For the nine months ended September 30,
	2022			2021			2022			2021

Revenues	$	23,569		$	18,705		$	63,544		$	43,985

Operating expenses
Cost of revenues		13,566			9,553			38,404			19,433
Advertising and marketing		5,626			9,320			31,602			33,089
General and administrative		8,757			8,058			29,863			25,943
Impairment of goodwill and intangible assets		—			—			3,603			—

		27,949			26,931			103,472			78,465

Operating loss		(4,380	)		(8,226	)		(39,928	)		(34,480	)

Change in fair value of warrant liability		514			8,345			4,852			6,323
Interest and other (expense) income		(478	)		595			(564	)		1,891
Equity interests (loss) income		(94	)		165			(566	)		165

(Loss) income before income taxes		(4,438	)		879			(36,206	)		(26,101	)
Provision for income taxes		64			49			165			128

Net (loss) income	$	(4,502	)	$	830		$	(36,371	)	$	(26,229	)

Net (loss) income per share
Basic	$	(0.09	)	$	0.02		$	(0.69	)	$	(0.51	)
Diluted	$	(0.09	)	$	(0.14	)	$	(0.69	)	$	(0.63	)
Weighted average number of common shares outstanding
Basic		52,793			52,593			52,773			51,091
Diluted		52,793			52,677			52,773			51,736

The accompanying notes are an integral part of these consolidated financial statements.

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CuriosityStream Inc.

Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	For the three months ended September 30,						For the nine months ended September 30,
	2022			2021			2022			2021

Net (loss) income	$	(4,502	)	$	830		$	(36,371	)	$	(26,229	)
Other comprehensive income (loss)
Unrealized gain (loss) on available for sale securities		270			(200	)		40			(1,423	)

Total comprehensive (loss) income	$	(4,232	)	$	630		$	(36,331	)	$	(27,652	)

The accompanying notes are an integral part of these consolidated financial statements.

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CuriosityStream Inc.

Consolidated Statements of Stockholder’s Equity (Deficit)

(in thousands)

(unaudited)


						Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity (Deficit)

	Common Stock
	Shares			Amount



Balance as of June 30, 2022		52,786		$	5	$	355,555		$	(452	)	$	(222,051	)	$	133,057
Net loss		—			—		—			—			(4,502	)		(4,502	)
Stock-based compensation, net		16			—		1,656			—			—			1,656
Other comprehensive income		—			—		—			270			—			270

Balance as of September 30, 2022		52,802		$	5	$	357,211		$	(182	)	$	(226,553	)	$	130,481

Balance as of December 31, 2021		52,677		$	5	$	352,334		$	(222	)	$	(190,182	)	$	161,935
Net loss		—			—		—			—			(36,371	)		(36,371	)
Stock-based compensation, net		125			—		4,877			—			—			4,877
Other comprehensive income		—			—		—			40			—			40

Balance as of September 30, 2022		52,802		$	5	$	357,211		$	(182	)	$	(226,553	)	$	130,481


						Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity (Deficit)

	Common Stock
	Shares			Amount

Balance as of June 30, 2021		52,583		$	5	$	349,597		$	(1,213	)	$	(179,606	)	$	168,783
Net income		—			—		—			—			830			830
Stock-based compensation, net		9			—		1,519			—			—			1,519
Exercise of Options		15			—		60			—			—			60
Other comprehensive loss		—			—		—			(200	)		—			(200	)

Balance as of September 30, 2021		52,607		$	5	$	351,176		$	(1,413	)	$	(178,776	)	$	170,992

Balance as of December 31, 2020		40,289		$	4	$	197,507		$	10		$	(152,547	)	$	44,974
Net loss		—			—		—			—			(26,229	)		(26,229	)
Stock-based compensation, net		12			—		5,357			—			—			5,357
Issuance of Common Stock		7,475			1		94,100			—			—			94,101
Common Stock issuance costs		—			—		(707	)		—			—			(707	)
Exercise of Options		118			—		497			—			—			497
Exercise of Warrants		4,733			—		54,422			—			—			54,422
Cancellation of escrow shares		(20	)		—		—			—			—			—
Other comprehensive loss		—			—		—			(1,423	)		—			(1,423	)

Balance as of September 30, 2021		52,607		$	5	$	351,176		$	(1,413	)	$	(178,776	)	$	170,992

The accompanying notes are an integral part of these consolidated financial statements.

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CuriosityStream Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	For the nine months ended September 30,
	2022			2021



Cash flows from operating activities
Net loss	$	(36,371	)	$	(26,229	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liability		(4,852	)		(6,323	)
Additions to content assets		(31,729	)		(40,954	)
Change in content liabilities		(4,706	)		5,390
Amortization of content assets		29,510			14,143
Depreciation and amortization expenses		573			403
Impairment of goodwill and intangible assets		3,603			—
Amortization of premiums and accretion of discounts associated with investments in debt securities, net		1,087			638
Stock-based compensation		5,055			5,446
Equity interests loss (income)		566			(165	)
Other non-cash items		288			—
Changes in operating assets and liabilities
Accounts receivable		6,342			(6,046	)
Other assets		4,994			274
Accounts payable		4,188			1,943
Accrued expenses and other liabilities		(4,792	)		641
Deferred revenue		(4,500	)		9,042

Net cash used in operating activities		(30,744	)		(41,797	)

Cash flows from investing activities
Purchases of property and equipment		(130	)		(291	)
Business acquisitions		—			(5,362	)
Investment in equity method investees		(2,438	)		(9,260	)
Payment of transaction costs - equity investments		—			(304	)
Sales of investments in debt securities		22,893			15,676
Maturities of investments in debt securities		41,873			50,792
Purchases of investments in debt securities		(1,497	)		(151,861	)

Net cash provided by (used in) investing activities		60,701			(100,610	)

Cash flows from financing activities
Exercise of stock options		—			497
Exercise of warrants		—			54,898
Payments related to tax withholding		(178	)		(89	)
Proceeds from issuance of Common Stock		—			94,101
Payment of offering costs		—			(707	)

Net cash (used in) provided by financing activities		(178	)		148,700

Net increase in cash, cash equivalents and restricted cash		29,779			6,293
Cash, cash equivalents and restricted cash, beginning of period		17,547			17,384

Cash, cash equivalents and restricted cash, end of period	$	47,326		$	23,677

Supplemental disclosure:
Cash paid for taxes	$	571		$	31
Cash paid for operating leases	$	352		$	173
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	$	3,965		$	—

(1)	Includes adoption of new leasing guidance effective January 1, 2022. See Note 1 1 for further details.

The accompanying notes are an integral part of these consolidated financial statements.

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CuriosityStream Inc.

Notes to the Unaudited Consolidated Financial Statements

(in thousands, except per share data)

Note 1 — Organization and business

The principal business of CuriosityStream Inc. (the “Company” or “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 Company’s content assets are available directly through its owned and operated website (“O&O Service”), mobile applications developed for iOS and Android operating systems (“App Services”), and via the platforms and systems of third-party partners in exchange for license fees. The Company offers subscribers a monthly or annual subscription. The price for a subscription varies depending on the streaming resolution (e.g., HD or 4K) and the length of the subscription (e.g., monthly or annual) selected by the customer. As an additional part of the Company’s App Services, it has built applications to make its service accessible on almost every major customer device, including streaming media players like Roku, Apple TV and Amazon Fire TV, all major smart TV brands (e.g., LG, Vizio, Samsung, Sony) and gaming consoles. In addition, CuriosityStream has affiliate agreement relationships with, and its content assets are available through, certain multichannel video programming distributors (“MVPDs”) and virtual MVPDs (“vMVPDs”). The Company also has distribution agreements which grant other media companies certain distribution rights to the Company’s programs, referred to as content licensing deals. The Company also sells selected rights (such as in territories or on platforms that are not currently being exploited by the Company) to content created before production begins.

Note 2 — Basis of presentation an

summary

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, 2021.

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

included in the Annual Report on Form

10-K

for the year ended December 31, 2021. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022.

There have been no material changes in the Company’s significant accounting policies other than the effects of adopting new accounting guidance related to leases (see below) compared to the significant accounting policies described in the Company’s consolidated financial statements as of and for the year ended December 31, 2021.

Use of estimates

The preparation of consolidated financial statements in conformity with

U.S.

GAAP and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas in which management uses estimates include content asset amortization, the assessment of the recoverability of content assets, equity method investments, intangible assets and goodwill, the fair value of assets and liabilities for allocation of the purchase price of companies acquired, and the fair value of share-based awards and liability classified warrants.

Reclassification

Certain comparative figures have been reclassified to conform to the current year presentation.

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.

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Accounts receivables, net are typically unsecured and are derived from revenues earned from customers primarily located in the United States and Germany.

Fair value measurement of financial instruments

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

The Company’s assets measured at fair value on a recurring basis include its investments in money market funds and corporate, U.S. government, and municipal debt securities. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds and U.S. government debt securities. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities.

The Company’s liabilities measured at fair value on a recurring basis include its private placement warrants issued to Software Acquisition Holdings LLC in a private placement that closed concurrently with the Company’s initial public offering (the “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

for significant assumptions which the Company used in the fair value model for the Private Placement Warrants.

The Company’s remaining financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities are carried at cost, which approximates fair value because of the short-term maturity of these instruments.

Recently Issued and Adopted 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 Financial Accounting Standards Board (“FASB”) issued

Accounting Standards Update (“ASU”) No.

2016-02,

Leases (“Topic 842”)

, which supersedes the historical lease guidance under

Accounting Standards Codification (“ASC”) 840

Topic 842

increases transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. The Company adopted the new standard effective January 1, 2022, using the modified retrospective method and electing to use the package of practical expedients permitted under the transition guidance, which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs. Prior periods were not retrospectively adjusted.

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The adoption of this standard resulted in the recognition of operating lease liabilities of $5.3 million, with corresponding

right-of-use

(ROU) assets in the amount of $4.0 million, net of existing deferred rent and lease incentives of $1.3 million. The Company did not have any finance lease liabilities as of the adoption date. There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. Adoption of this new guidance did not have an impact on the unaudited consolidated statements of operations or cash flows. Refer to Note 1

for further information regarding the impact of adoption of

Topic 842

on the Company’s unaudited consolidated financial statements.

Accounting Standards Effective in Future Periods

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments

— Credit Losses (“Topic 326”) (“ASU

2016-13”)

, which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for

available-for-sale

debt securities.

ASU

2016-13

is effective for the Company’s fiscal year beginning January 1, 2023. The Company does not expect the implementation of

ASU

2016-13

to have a material impact on its consolidated financial statements.

Note 3 – Equity Investments

Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”)

In July 2021, the Company acquired a 32% ownership in the Spiegel Venture for $3.3 million. The Spiegel Venture, which prior to the Company’s equity purchase was jointly owned and operated by Spiegel TV and Autentic, operate two documentary channels, together with various SVoD s

rvices, which provide factual content to pay television audiences in Germany. The Company has not received any dividends from the Spiegel Venture as of September 30, 2022.

Watch Nebula LLC (“Nebula”)

On August 23, 2021, the Company purchased a 12% ownership interest in Nebula for $6.0 million. Nebula is an SVoD technology platform built for and by a group of content creators. Should Nebula meet certain quarterly targets through the third quarter of 2023, the Company is obligated to purchase additional ownership interests, each for a payment of $0.8 million, which after each payment the Company will obtain an additional 1.625% of equity ownership interests. During the nine months ended September 30, 2022, the Company purchased additional equity interests totaling 3.25%, and during the year ended December 31, 2021, the Company purchased additional equity interests subsequent to the initial investment totaling 1.625%. These additional equity interest purchases have increased the Company’s total ownership interest in Nebula to 16.875% as of September 30, 2022. Prior to the Company’s investment, Nebula was a 100% wholly owned subsidiary of Standard Broadcast LLC (“Standard”). The Company obtained 25% of the representation on Nebula’s Board of Directors, providing the Company with significant influence, but not a controlling interest. The Company has not received dividends from Nebula as of September 30, 2022.

The Company’s carrying values for its equity method investments as of September 30, 2022, and December 31, 2021, is as follows:


	Spiegel Venture			Nebula			Total

	(in thousands)
Balance, December 31, 2021	$	3,089		$	6,898		$	9,987
Investments in equity method investees		—			1,624			1,624
Equity interests loss		(127	)		(439	)		(566	)

Balance, September 30, 2022	$	2,962		$	8,083		$	11,045

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Note 4 —Balance sheet components

Cash and cash equivalents and restricted cash

A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of September 30, 2022, and December 31, 2021 is as follows:


	September 30,		December 31,

	2022		2021

	(in thousands)
Cash and cash equivalents	$	46,826	$	15,216
Restricted cash		500		2,331

Cash, cash equivalents and restricted cash	$	47,326	$	17,547

As of September 30, 2022, restricted cash includes cash deposits required by a bank as collateral related to corporate credit card agreements of $0.5

million. On March 4, 2022, the Now You Know Media Inc. (“Learn25”) holdback of $0.2 million was paid to the previous owners of Learn25 from escrow funds previously classified as restricted cash. On April 16, 2022, the Paycheck Protection Program (PPP) loan was forgiven, and

$1.2

million of funds were released from escrow to the Company and reclassified from restricted cash to cash and cash equivalents. On May 11, 2022, the One Day University (“ODU”) holdback of

$0.5

million was paid to the previous owners of ODU from escrow funds previously classified as restricted cash.

Investments in debt securities

The Company’s investments in debt securities at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2) are:


	As of September 30, 2022								As of December 31, 2021

	Cash and Cash Equivalents		Short-term Investments		Investments (non-current)		Total		Cash and Cash Equivalents		Short-term Investments		Investments (non-current)		Total

	(in thousands)								(in thousands)
Level 1 Securities
Money market funds	$	15,607	$	—	$	—	$	15,607	$	11,709	$	—	$	—	$	11,709
U.S. Government debt securities		—		1,996		—		1,996		—		13,582		—		13,582

Total Level 1 Securities		15,607		1,996		—		17,603		11,709		13,582		—		25,291

Level 2 Securities
Corporate debt securities		—		14,951		—		14,951		—		50,641		15,430		66,071
Municipal debt securities		—		—		—		—		—		1,610		—		1,610

Total Level 2 Securities		—		14,951		—		14,951		—		52,251		15,430		67,681

Total	$	15,607	$	16,947	$	—	$	32,554	$	11,709	$	65,833	$	15,430	$	92,972

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The following tables summarize the Company’s corporate, U.S. government, and municipal debt securities:


	As of September 30, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

	(in thousands)
Debt Securities:
Corporate	$	15,129	$	—	$	(178	)	$	14,951
U.S. Government		2,000		—		(4	)		1,996

Total	$	17,129	$	—	$	(182	)	$	16,947


	As of December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

	(in thousands)
Debt Securities:
Corporate	$	66,281	$	—	$	(210	)	$	66,071
U.S. Government		13,594		—		(12	)		13,582
Municipalities		1,610		—		—			1,610

Total	$	81,485	$	—	$	(222	)	$	81,263

There were no material realized gains or losses recorded during the three and nine months ended September 30, 2022 or 2021.

Content assets

Content assets consisted of the following:


	As of
	September 30, 2022		December 31, 2021

	(in thousands)
Licensed content, net Released, less amortization	$	11,783	$	11,406
Prepaid and unreleased		5,774		9,119

		17,557		20,525
Produced content, net Released, less amortization		33,726		18,507
In production		23,618		33,650

		57,344		52,157

Total	$	74,901	$	72,682

As of September 30, 2022, $5.3 million, $3.1 million, and $1.5 million of the $11.8 million 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, 2022, $9.1 million, $8.6 million, and $7.6 million of the $33.7 million unamortized cost of the produced content that has been released is expected to be amortized in each of the next three

years. Content amortization is included within Cost of revenues on the unaudited consolidated statement of operations.

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In accordance with its accounting policy for content assets, the following tables represent the amortization of content assets:


	Three Months Ended September 30,				Nine months Ended September 30,

	2022		2021		2022		2021

	(in thousands)				(in thousands)
Licensed content	$	1,793	$	2,091	$	6,590	$	5,369
Produced content		8,588		5,063		22,920		8,774

Total	$	10,381	$	7,154	$	29,510	$	14,143

Goodwill and intangible assets

Changes in goodwill for the nine months ended September 30, 2022 is as follows (in thousands):


Balance, December 31,2021	$	2,793
Impairment of Goodwill		2,793

Balance, September 30, 2022	$	—

million during the three months ended June 30, 2022 as the fair value of the reporting unit was less than the related carrying value. This charge is included in impairment of goodwill and intangible assets on the Company’s unaudited consolidated statements of operations for the nine months ended September 30, 2022.

The determination of the fair value of the Company’s reporting unit was based on a combination of the income and the market approach. The Company applied equal weighting to each of the approaches in determining the fair value of the reporting unit. Under the income approach, the Company utilized discounted cash flows of forecasted future cash flows based on future operational expectations and discounted these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflect actual business trends experienced and the Company’s long-term business strategy. Under the market approach, the Company utilized the guideline public company method and guideline transaction method to develop valuation multiples and compare the Company to similar publicly traded companies. The significant assumptions under each of the approaches include, among others: revenue projections (which are dependent on future customer subscriptions and content licensing agreements), operating expenses, discount rate, control premium and a terminal growth rate. The cash flows used to determine the fair values are dependent on a number of significant management assumptions, such as the Company’s expectations of future performance and the expected future economic environment, which are partly based upon the Company’s historical experience. The Company also considered its market capitalization in assessing the reasonableness of the reporting unit fair value.

During the second quarter of 2022, the Company also determined there were impairment indicators with respect to certain of the Company’s definite-lived intangible assets. As a result, the Company performed an impairment test by comparing the carrying values of the intangible assets to their respective fair values, which were determined based on forecasted future cash flows. As a result of this impairment test, the Company recorded an impairment charge of $0.8 million during the three months ended June 30, 2022, which is reflected as a component of impairment of goodwill and intangible assets on the Company’s unaudited consolidated statements of operations.

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Warrant liability

As described in Note

, 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, 2022, and December 31, 2021, was as follows:


	As of September 30, 2022		As of December 31, 2021

	(in thousands)
Level 3
Private Placement Warrants	$	809	$	5,661

Total Level 3	$	809	$	5,661

Note 5 — Revenue

The following table sets forth the Company’s revenues disaggregated by type for the three and nine months ended September 30, 2022, and 2021, as well as the relative percentage of each revenue type to total revenue.


	Three Months Ended September 30,								Nine months Ended September 30,

	2022				2021				2022				2021

	(in thousands, except percentages)								(in thousands, except percentages)
Subscriptions – O&O Service	$	7,890	33	%	$	5,382	29	%	$	23,110	36	%	$	14,053	32	%
Subscriptions – App Services		960	4	%		1,003	5	%		3,018	5	%		2,889	7	%

Subscriptions – Total		8,850	37	%		6,385	34	%		26,128	41	%		16,942	39	%
License Fees – Affiliates		3,752	16	%		4,631	25	%		13,741	22	%		13,713	31	%
License Fees – Content Licensing (1)		10,790	46	%		6,760	36	%		21,692	34	%		12,277	28	%

License Fees – Total		14,542	62	%		11,391	61	%		35,433	56	%		25,990	59	%
Other – Total (1)(2)		177	1	%		929	5	%		1,983	3	%		1,053	2	%

Total Revenues	$	23,569			$	18,705			$	63,544			$	43,985

(1)

For the three and nine months ended September 30, 2022, total related party revenue was $2.2 million and $4.3 million, respectively. This consisted of $2.2 million and $2.7 million for the three and nine months ended September 30, 2022, respectively, for content licensed by the Company to the Spiegel Venture included in License

Fees – Content Licensing

. Total related party revenue also includes $1.6 million for the nine months ended September 30, 2022 for marketing services rendered to Nebula, which is included in Other revenue.

(2)	In addition to (1) above, Other revenue for the three and nine months ended September 30, 2022 includes other marketing services for $0.2 million and $0.4 million, respectively.

Revenues expected to be recognized in the future related to performance obligations that are unsatisfied as of September 30, 2022 are as follows:


	Remainder of year ending December 31,		For the years ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total

	(in thousands)
Remaining Performance Obligations	$	4,806	$	8,126	$	5,004	$	3,338	$	26	$	184	$	21,484

These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less or (ii) licenses of content that are solely based on sales or usage-based royalties.

Contract liabilities (i.e., deferred revenue) consists of subscriber and affiliate license fees billed that have not been recognized, amounts contractually billed or collected for

content licensing

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 revenue was $18.7 million and $23.2

million as of September 30, 2022 and December 31, 2021, respectively, with the non-current portion of

$0.9 million and $0.8

million as of September 30, 2022 and December 31, 2021, respectively, included in other liabilities on the unaudited consolidated balance sheets. The decrease in deferred revenue is primarily due to revenue recognized during the nine months ended September 30, 2022 related to

content licensing

amounts that were previously recorded in deferred revenue, partially offset by the growth in annual subscriptions, which require upfront annual payments.

Revenues of $4.5

million and

$20.6

million were recognized during the three and nine months ended September 30, 2022, respectively, related to the balance of deferred revenue as of December 31, 2021.

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Note 6 — Stockholders’ equity

Common and Preferred Stock

As of September 30, 2022 and December 31, 2021, the Company has authorized the issuance of 126,000,000 shares of capital stock, par value of $0.0001 per share, consisting of (a) 125,000,000 shares of common stock, and (b) 1,000,000 shares of preferred stock.

Warrants

As of September 30, 2022, the

Company had (A

) 3,054,203

publicly traded warrants that were (i) sold as part of the units of Software Acquisition Group Inc. in its initial public offering on November 22, 2019 and (ii) issued to the PIPE Investors in connection with the business combination that closed on October 14, 2020 (the “Public Warrants”) and

(

B) 3,676,000 Private Placement Warrants outstanding. Private Placement Warrants are liability-classified, and the Public Warrants are equity-classified.

Each whole warrant entitles the registered holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share. All Warrants expire on October 14, 2025.

The Company has the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a

30-trading

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 Software Acquisition Group LLC 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.

There were no exercises of warrants during the three and nine months ended September 30, 2022.

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 September 30, 2022			As of December 31, 2021

Exercise Price	$	11.50		$	11.50
Stock Price (Company)	$	1.46		$	5.93
Expected volatility		86.00	%		58.00	%
Expected warrant term (years)		3.0			3.8
Risk-free interest rate		4.25	%		1.12	%
Dividend yield		0	%		0	%
Fair Value per Private Placement Warrant	$	0.22		$	1.54

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The change in fair value of the private placement warrant liability for the three and nine months ended September 30, 2022 resulted in a gain of $0.5 million and $4.9 million, respectively, and for the three and nine months ended September 30, 2021 resulted in a gain of $8.3 million and $6.3 million, respectively.

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. 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 ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021

	(in thousands)						(in thousands)
Numerator - Basic EPS:
Net (loss) income	$	(4,502	)	$	830		$	(36,371	)	$	(26,229	)

Denominator – Basic EPS:
Weighted–average shares – Basic		52,793			52,593			52,773			51,091

Net (loss) income per share – Basic	$	(0.09	)	$	0.02		$	(0.69	)	$	(0.51	)

Numerator - Diluted EPS:
Net (loss) income	$	(4,502	)	$	830		$	(36,371	)	$	(26,229	)
Decrease in fair value of Private Placement Warrants	$	—		$	(8,345	)	$	—		$	(6,323	)

Net loss – Diluted		(4,502	)		(7,515	)		(36,371	)		(32,552	)

Denominator - Diluted EPS:
Weighted–average shares – Basic		52,793			52,593			52,773			51,091
Incremental common shares from assumed exercise of Private Placement Warrants		—			85			—			645

Weighted–average shares – Diluted		52,793			52,677			52,773			51,736

Net loss per share – Diluted	$	(0.09	)	$	(0.14	)	$	(0.69	)	$	(0.63	)

For the three and nine months ended September 30, 2022 and 2021, the following share equivalents were excluded from the computation of diluted net loss per share as the inclusion of such shares would be anti-dilutive. Common shares issuable for warrants, options, and restricted stock units (“RSUs”) represent the total amount of outstanding warrants, stock options, and restricted stock units as of September 30, 2022 and 2021, where antidilutive.


Antidilutive shares excluded:	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021

	(in thousands)				(in thousands)

Options		5,190		4,775		5,190		4,775
Restricted Stock Units		1,047		923		1,047		923
Warrants		6,730		3,054		6,730		3,054

		12,967		8,752		12,967		8,752

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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”). Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, RSUs and restricted stock.

The following table summarizes stock option and RSU activity, prices, and values for the nine months ended September 30, 2022:


				Stock Options					Restricted Stock Units
	Number of Shares Available for Issuance Under the Plan			Number of Shares			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value

	(in thousands, except per share data)
Balance as of December 31, 2021		1,821			4,747		$	7.61		850		$	11.41
Granted		(1,370	)		821			3.18		549			3.15
Options exercised and RSUs vested		49			—			—		(130	)		11.17
Forfeited or expired		600			(378	)		7.61		(222	)		11.51

Balance as of September 30, 2022		1,100			5,190		$	6.91		1,047		$	6.96

There were no options exercised during the three and nine months ended September 30, 2022. The intrinsic value of options exercised during the three and nine months ended September 30, 2021 was $0.1 and $1.4 million, respectively.

Options generally have a four-year vesting period with 25% of the shares vesting on each anniversary date. When options are exercised, the Company’s policy is to issue previously unissued shares of Common Stock to satisfy share option exercises.

RSUs generally have a four-year or a quarterly vesting period with 1/48

of the shares vesting monthly or 6.25% of the shares vesting quarterly. Upon vesting and distribution, the Company’s policy is to issue previously unissued shares of Common Stock to satisfy RSUs vested, net of shares withheld for taxes if elected by the RSU holder.

The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including Company’s estimates of stock price volatility, employee stock option exercise behaviors, future dividend payments, and risk-free interest rates.

The expected term of options granted is the estimated period of time from the beginning of the vesting period to the date of expected exercise or other settlement, based on historical exercises and post-vesting terminations. The Company generally estimates expected term based on the midpoint between the vesting date and the end of the contractual term, also known as the simplified method, given the lack of historical exercise behavior.

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The Company uses its own historical volatility as well as the historical volatility of similar public companies for estimating volatility. The risk-free interest rate is estimated using the rate of return on U.S. Treasury securities with maturities that approximate to the expected term of the option. The Company does not currently anticipate declaring any dividends.

Assumptions used to value the options granted and the resulting weighted-average grant date fair value and stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three months ended September 30,					Nine months ended September 30,
	2022		2021			2022			2021

Dividend yield		N/A		0	%		0	%		0	%
Expected volatility		N/A		60	%		60% - 70	%		60	%
Expected term (years)		N/A		6.25			6.00 - 6.50			2.50 - 6.25
Risk-free interest rate		N/A		1.01	%		1.40% - 2.95	%		0.14% - 1.11	%
Weighted average grant date fair value		N/A	$	6.51		$	1.91		$	6.58

	(in thousands)					(in thousands)
Stock-based compensation - Options	$	999	$	882		$	2,913		$	3,611
Stock-based compensation - RSUs	$	674	$	704		$	2,142		$	1,835

Note 9 — Segment and geographic information

The Company operates as one reporting segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources.

All long-lived tangible assets are located in the United States. Revenue by geographic location, based on the location of the customers, with one foreign country individually comprising greater than 10% of total revenue, is as follows:


	Three months ended September 30,								Nine months ended September 30,
	2022				2021				2022				2021

	(in thousands, except percentages)								(in thousands, except percentages)
United States	$	13,845	59	%	$	10,665	57	%	$	40,348	63	%	$	29,931	68	%
International:
Germany		3,287	14	%		1,894	10	%		4,704	8	%		3,007	7	%
Other		6,437	27	%		6,146	33	%		18,492	29	%		11,047	25	%

Total International		9,724	41	%		8,040	43	%		23,196	37	%		14,054	32	%

		23,569	100	%		18,705	100	%		63,544	100	%		43,985	100	%

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Note 10 — Related party transactions

Equity investments

As described in Note 5, the Company recognized $2.2 million and $2.7 million of revenue related to the Spiegel Venture during the three and nine months ended September 30, 2022, respectively. The Company recognized $1.5 million of revenue during the three and nine months ended September 30, 2021.

As described in Note 5, the Company recognized $1.6

million of revenue related to advertising services rendered to Nebula during the nine months ended September 30, 2022

. No

revenue was recognized by the Company for the three months ended September 30, 2022, or for the three and nine months ended September 30, 2021.

The Company incurred $1.1 million and $3.1 million for the three and nine months ended September 30, 2022, respectively, and $0.3 million during the three and nine months ended September 30, 2021, in revenue share to Nebula from subscription sales related to the Bundled Marketing and Premium Tier Agreement. This revenue share is recorded in Cost of revenues on the unaudited consolidated statement of operations. The Bundled and Premium Tier subscriptions bundles the Nebula SVoD subscription with the CuriosityStream subscription for a single subscription fee through the CuriosityStream Premium Tier.

Sublease income

The Company sublets a portion of its office space to a related party, Hendricks Investment Holdings, LLC (“HIH”), which is managed by various members of the Company’s Board of Directors. The Company accounts for the arrangement as an operating lease. Please refer to Note 1

for further information.

Note 11 — Leases

The Company adopted the new leases guidance contained in

Topic 842

effective January 1, 2022 using the modified retrospective method. Therefore, the reported results for the three and nine months ended September 30, 2022 and the financial position as of September 30, 2022 reflect the application of this new guidance, while the reported results for the three and nine months ended September 30, 2021 and the financial position as of December 31, 2021 were not adjusted and continue to be reported under the prior lease accounting guidance in effect for the prior periods.

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Company as a Lessee

The Company is party to a non-cancellable operating lease agreement for office space, which expires in 2033.

The Company’s operating lease for this office space includes fixed rent payments and variable lease payments, which are primarily related to common area maintenance and utility charges. The Company elected not to separate lease and

non-lease

components, and as such, all amounts paid under the lease are classified as either fixed or variable lease payments. Fixed leases payments were included in the calculation of the ROU asset and leases liabilities, with variable lease payments being recognized as lease expense. The Company has determined that no renewal clauses are reasonably certain of being exercised and have not included any renewal periods within the lease term for this lease.

As of September 30, 2022, the Company had operating lease ROU assets of $3.8 million, current lease liabilities of $0.3 million, and

non-current

lease liabilities of $4.7 million. In measuring operating lease liabilities, the Company used a weighted average discount rate of 4.4% in existence as of the January 1, 2022 adoption date. The weighted average remaining lease term as of September 30, 2022 was 10.4 years.

Components of Lease Cost

The Company’s total operating lease cost for the three and nine months ended September 30, 2022 was comprised of the following (in thousands):


	Three months ended September 30, 2022		Nine months ended September 30, 2022

Operating lease cost	$	121	$	363
Short-term lease cost		6		42
Variable lease cost		12		36

Total lease cost	$	139	$	441

Maturity of Lease Liabilities

As of September 30, 2022, maturities of our operating lease liabilities, which do not include short-term leases and variable lease payments, are as follows (in thousands):


Remaining three months of 2022	$	134
2023		543
2024		557
2025		571
2026		585
Thereafter		3,946

Total Lease Payments		6,336
Less: imputed interest		(1,271	)

Present value of total lease liabilities	$	5,065

Company as Lessor

The Company sublets a portion of its office space to a related party and accounts for the arrangement as an operating lease. Related party sublease rental income is recognized on a straight-line basis and is included in Interest and other (expense) income in the accompanying unaudited consolidated statements of operations. For the three and nine months ended September 30, 2022, operating lease income from the Company’s sublet was immaterial. As of September 30, 2022, total remaining future minimum lease payments receivable on the Company’s operating lease was

$0.6 million.

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Note 12 — Commitments and contingencies

Content commitments

As of September 30, 2022, the Company had $16.5 million of content obligations comprised of $5.0 million included in content liabilities in the accompanying unaudited consolidated balance sheets, and $11.5 million of obligations that are not reflected in the accompanying consolidated balance sheets as they did not yet meet the asset recognition criteria for content assets. Content obligations of $9.8 million are expected to be paid through December 31, 2022, and $6.7 million

during the year ending December 31,

2023.

As of December 31, 2021, the Company had $39.0 million of content obligations comprised of $9.7 million included in current content liabilities in the accompanying unaudited consolidated balance sheets and $29.3 million 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.

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 respect to future advertising and marketing expenses as stated in the various licensee agreements to which the Company is party. 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

$7.1 million as of September 30, 2022, of which $6.0 million is expected to be paid through December 31, 2022, and $0.6 million and $0.5

million

are

expected to be paid during the years ending December

31,

2023 and 2024, respectively.

Note 13 — Income taxes

The Company recorded a provision for income taxes of $0.1

million for the three months ended September 30, 2022 and 2021, and $0.2 million and

$0.1

million for the nine months ended September 30, 2022 and 2021,

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.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of CuriosityStream.

Cautionary Note Regarding Forward-looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “attribute,” “believe,” “continue,” “could,” “hope,” “estimate,” “expect,” “intend,” “may,” “might,” “potential,” “seek,” “should,” “will” and “would,” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the Securities Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those included in forward-looking statements. Risk factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q, unless required by law.

Overview

CuriosityStream is a media and entertainment company that offers premium video programming across the principal categories of factual entertainment, including science, history, society, nature, lifestyle and technology. Our mission is to provide premium factual entertainment that informs, enchants and inspires. We are seeking to meet demand for high-quality factual entertainment via SVoD platforms, as well as via bundled content licenses for SVoD and linear offerings, partner bulk sales, brand partnerships and content sales. We believe we are well-positioned for growth as a digital-native video platform monetizing content across this broad revenue stack.

We operate our business as a single operating segment that provides premium streaming content through multiple channels, including the use of various applications, partnerships and affiliate relationships. We generate our revenue through six products and services: Direct to Consumer Business, Partner Direct Business, Bundled Distribution, Content Licensing, Enterprise subscriptions and Other. The table below shows our revenue generated through each of the foregoing products and services for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022				2021				2022				2021

	(in thousands, except percentages)								(in thousands, except percentages)
Direct to Consumer (Subscriptions – O&O and App Services)	$	7,432	32	%	$	6,346	34	%	$	21,985	35	%	$	16,808	39	%
Partner Direct Business (License Fees – Affiliates)	$	1,157	5	%	$	1,057	6	%	$	3,491	5	%	$	3,075	7	%
Bundled Distribution (License Fees – Affiliates)	$	2,595	11	%	$	3,574	19	%	$	10,250	16	%	$	10,638	24	%
Content Licensing	$	10,790	45	%	$	6,760	36	%	$	21,692	34	%	$	12,277	28	%
Enterprise (Subscriptions – O&O Service)	$	1,418	6	%	$	39	0	%	$	4,143	7	%	$	134	0	%
Other	$	177	1	%	$	929	5	%	$	1,983	3	%	$	1,053	2	%

Total Revenues	$	23,569			$	18,705			$	63,544			$	43,985

CuriosityStream’s award-winning content library features more than 15,000 programs that explore topics ranging from space engineering to ancient history to the rise of Wall Street. Our extensive catalog of originally produced and owned content includes more than 9,500 short-, mid- and long-form video and audio titles, including One Day University and Learn25 recorded lectures that are led by some of the most acclaimed college and university professors in the world. Our library also features a rotating catalog of more than 5,500 internationally licensed videos and audio programs. Every month, we launch dozens of new video titles, which are available on-demand in high- or ultra-high definition. Through new and long-standing international partnerships, we have localized a large portion of our video library in ten different languages.

Our video content is available directly through our O&O Service and App Services. Our App Services enable access to CuriosityStream on almost every major consumer 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 like Xbox. Our Direct Service is available to any household in the world with a broadband connection for $2.99 per month or $19.99 per year. We also provide a premium service for $9.99 per month or $69.99 per year. Our Premium membership includes everything in our standard service, plus subscriptions to third-party platforms Tastemade, Topic, and SommTV, our equity investee Nebula, and our new service, One Day University.

The MVPD, vMVPD and digital distributor partners making up our Partner Direct Business pay us a license fee for sales to individuals who subscribe to CuriosityStream via the partners’ respective platforms. We have affiliate agreement relationships with, and our service is available directly from, major MVPDs that include Comcast, Cox, Dish and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, Roku Channel, Sling TV and YouTube TV.

In addition to our Direct to Consumer Business and Partner Direct Business, we have affiliate relationships with our Bundled MVPD Partners and MVPDs, which are broadband and wireless companies in the U.S. and international territories to whom we can offer a broad scope of rights, including 24/7 “linear” channels, our on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber.

In our Content Licensing business, we sell to certain media companies a collection of our existing titles in a traditional program sales deal. We also sell selected rights (such as in territories or on platforms that are lower priority for us) to content we create before we even begin production. This latter model reduces risk in our content development decisions and creates program sales revenue.

Our Enterprise business is comprised primarily of selling subscriptions in bulk to companies and organizations that in turn offer these subscriptions to their employees and members as an employment benefit or “gift of curiosity.” As of the date of this Quarterly Report on Form 10-Q, 25 companies have purchased annual subscriptions at bulk discounts.

Our Other business is primarily comprised of advertising and sponsorship revenue. We offer companies the opportunity to be associated with CuriosityStream content in a variety of forms, including short and long form program integration, branded social media promotional videos, advertising spots in our video and audio programs that are made available in front of the paywall, and digital display ads.

Key Factors Affecting Results of Operations

Our future operating results and cash flows are dependent upon a number of opportunities, challenges, and other factors, including our ability to efficiently grow our subscriber base and expand our service offerings to maximize subscriber lifetime value. In particular, we believe that the following factors significantly affected our results of operations over the periods presented below and are expected to continue to have such significant effects:

Revenues

Currently, the main sources of our revenue are (i) subscriber fees from the Direct to Consumer Business and Direct Subscribers, (ii) license fees from affiliates who receive subscriber fees for CuriosityStream from such affiliates’ subscribers (“Partner Direct Business” and “Partner Direct Subscribers”), (iii) bundled license fees from distribution affiliates (“Bundled MVPD Business” and “Bundled MVPD Subscribers”), (iv) license fees from content licensing arrangements (“Content Licensing”), (v) subscriber fees from our Enterprise business, and (vi) Other revenue, including advertising and sponsorships. As of September 30, 2022, we had approximately 23.0 million total paying subscribers, including Direct Subscribers, Partner Direct Subscribers, Bundled MVPD Subscribers and Enterprise subscribers.

Since our founding in 2015, we have generated a significant portion of our revenues from Direct Subscribers in the form of monthly or annual subscription plans. We may in the future increase the price of our subscription plans, which may have a positive effect on our revenue from this line of our business. The MVPD, vMVPD and digital distributor partners making up our Partner Direct Business pay us a license fee. We recognize subscription revenues ratably during each subscriber’s monthly or yearly subscription period. We pay a fixed percentage distribution fee to our partners for subscribers accessing our platform via App Services to compensate these partners for access to their customer and subscriber bases. Our MVPD, vMVPD and digital distributor partners host and stream our content to their customers via their own platforms, such as set top boxes in the case of most MVPDs. We do not incur billing, streaming or backend costs associated with content distribution through our MVPD, vMVPD and digital distributor partners.

Operating Costs

Our primary operating costs relate to the cost of producing and acquiring our content, the costs of advertising and marketing our service, personnel costs, and distribution fees. Producing and co-producing content and commissioned content is generally more costly than content acquired through licenses.

The Company’s business model is subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content library 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. For a discussion of the accounting policies for content impairment write-down and management estimates involved therein, see “— Critical Accounting Policies and Estimates” below.

Further, our advertising and marketing expenditures and personnel costs constitute primary operating costs for our business. These costs may fluctuate based on advertising and marketing objectives and personnel needs. In general, we have been and intend to continue to focus marketing dollars on efficient customer acquisition. With respect to personnel costs, we focus on revenue-generating personnel, such as sales staff and roles that support the improvement, maintenance and marketing of our Direct Service.

Results of Operations

The financial data in the following table sets forth selected financial information derived from our unaudited consolidated financial statements for the three and nine months ended September 30, 2022 and 2021 and shows our results of operations as a percentage of revenue or as a percentage of costs, as applicable, for the periods indicated. We conduct business through one operating segment, CuriosityStream.

Comparison of the three months ended September 30, 2022 and 2021


	Three months ended September 30,
	2022					2021					$ Change			% Change

	(unaudited)
	(in thousands)
Revenues
Subscriptions	$	8,850		38	%	$	6,385		34	%	$	2,465			39	%
License fee		14,542		61	%		11,391		61	%		3,151			28	%
Other		177		1	%		929		5	%		(752	)		(81	%)

Total Revenues	$	23,569		100	%	$	18,705		100	%	$	4,864			26	%
Operating expenses
Cost of revenues		13,566		49	%		9,553		35	%		4,013			42	%
Advertising and marketing		5,626		20	%		9,320		35	%		(3,694	)		(40	%)
General and administrative		8,757		31	%		8,058		30	%		699			9	%
Impairment of goodwill and intangible assets		—		0	%		—		0	%		—			n/m

Total operating expenses	$	27,949		100	%	$	26,931		100	%	$	1,018			4	%

Operating loss		(4,380	)				(8,226	)				3,846			(47	%)
Other income (expense)
Change in fair value of warrant liability		514					8,345					(7,831	)		(94	%)
Interest and other (expense) income		(478	)				595					(1,073	)		(180	%)
Equity interests (loss) income		(94	)				165					(259	)		(157	%)

Loss before income taxes	$	(4,438	)			$	879				$	(5,317	)		n/m

Provision for income taxes		64					49					15			31	%

Net (loss) income	$	(4,502	)			$	830				$	(5,332	)		n/m

n/m - percentage not meaningful

Revenue

Revenue for the three months ended September 30, 2022 and 2021 was $23.6 million and $18.7 million, respectively. The increase of $4.9 million, or 26%, is primarily due to a $2.5 million increase in subscription revenue, and a $3.2 million increase in license fee revenue, partially offset by a $0.8 million decrease in other revenue.

The increase in subscription revenue of $2.5 million resulted primarily from a $1.4 million increase in corporate subscriptions related to the bulk agreements executed in the last quarter of 2021 and a $1.1 million net increase in subscriber fees received from Direct Subscribers for annual and monthly plans.

The increase in license fees of $3.2 million resulted primarily from a $4.0 million increase in license fees related to a larger volume of content licensing arrangements and $0.4 million in revenue from new bundled distribution agreements, partially offset by a decrease of $1.4 million due to the non-renewal of a bundled distribution agreement in the third quarter of 2022.

The decrease in other revenue of $0.8 million is primarily due to a one-time services agreement entered into with an affiliate during the three months ended September 30, 2021 that did not have any corresponding revenue during the three months ended September 30, 2022.

Operating Expenses

Operating expenses for the three months ended September 30, 2022 and 2021 were $27.9 million and $26.9 million, respectively. The increase of $1.0 million, or 4%, primarily resulted from the following:

Cost of Revenues: Cost of revenues for the three months ended September 30, 2022 increased to $13.6 million from $9.6 million for the three months ended September 30, 2021. Cost of revenues primarily includes content amortization, hosting and streaming delivery costs, payment processing costs and distribution fees, commission costs and subtitling and broadcast costs. The increase of $4.0 million, or 42%, is primarily due to an increase in content amortization of $3.2 million, which is primarily driven by an increase in accelerated amortization on certain content licensing arrangements and an increase in the number and cost of titles published during the three months ended September 30, 2022 compared to the three months ended September 30, 2021. The balance of the increase in cost of revenues is primarily due to a $0.9 million increase in revenue share expense related to bundled and premier tier arrangements with other streaming services.

Advertising & Marketing: Advertising and marketing expenses for the three months ended September 30, 2022, decreased to $5.6 million from $9.3 million for the three months ended September 30, 2021. This decrease of $3.7 million, or 40%, is primarily due to a decrease in digital and TV advertising, partner platforms and agency fees of $5.9 million, partially offset by an increase of $2.2 million in radio advertising compared to the prior year period.

General and Administrative: General and administrative expenses for the three months ended September 30, 2022 increased to $8.8 million from $8.1 million for the three months ended September 30, 2021. This increase of $0.7 million, or 9%, is primarily attributable to an increase in legal, tax and accounting fees of $1.6 million, partially offset by a decrease of $0.9 million in salaries and other compensation expenses.

Operating Loss

Operating loss for the three months ended September 30, 2022 and 2021 was $4.4 million and $8.2 million, respectively. The decrease in our operating loss of $3.8 million, or 47%, resulted primarily from the increase in revenue of $4.9 million, or 26%, partially offset by the increase in operating expenses of $1.0 million, or 4%, in each case during the three months ended September 30, 2022 compared to the three months ended September 30, 2021, as described above.

Change in Fair Value of Warrant Liability

For the three months ended September 30, 2022, the Company recognized a $0.5 million gain compared to a gain of $8.3 million recognized during the three months ended September 30, 2021, each resulting from a decrease in the fair value of the liabilities related to the Private Placement Warrants for the respective periods.

Interest and Other (Expense) Income

Interest and other (expense) income for the three months ended September 30, 2022 was $0.5 million in expense compared to $0.6 million in income for the three months ended September 30, 2021, primarily due to lower interest income from debt investments compared to the prior year period.

Equity Interests Loss

For the three months ended September 30, 2022, the Company recorded a $0.1 million equity interests loss on its equity investments in Nebula and Spiegel Venture, compared to $0.2 million equity interests income in the three months ended September 30, 2021.

Provision for Income Taxes

Due to generating losses before income taxes in each of the three months ended September 30, 2022 and 2021, we had a provision for income taxes of $0.1 million in each respective period. The provision for income taxes is primarily related to foreign withholding income taxes. Our 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.

Net (Loss) Income

Net loss for the three months ended September 30, 2022 was $4.5 million, compared to net income for the three months ended September 30, 2021 of $0.8 million. The increase to the net loss of $5.3 million, is primarily due to the increase in total operating expenses of $1.0 million, a decrease in the change in the fair value of the warrant liability of $7.8 million, and a decrease in interest and other (expense) income of $1.1 million, partially offset by the increase in total revenues of $4.9 million. In each case the impacts to net (loss) income compare the three months ended September 30, 2022 to the three months ended September 30, 2021, as described above.

Comparison of the nine months ended September 30, 2022 and 2021


	Nine months ended September 30,
	2022					2021					$ Change			% Change

	(unaudited)
	(in thousands)
Revenues
Subscriptions	$	26,128		41	%	$	16,942		39	%	$	9,186			54	%
License fee		35,433		56	%		25,990		59	%		9,443			36	%
Other		1,983		3	%		1,053		2	%		930			88	%

Total Revenues	$	63,544		100	%	$	43,985		100	%	$	19,559			44	%
Operating expenses
Cost of revenues		38,404		37	%		19,433		25	%		18,971			98	%
Advertising and marketing		31,602		31	%		33,089		42	%		(1,487	)		(4	%)
General and administrative		29,863		29	%		25,943		33	%		3,920			15	%
Impairment of goodwill and intangible assets		3,603		3	%		—		0	%		3,603			n/m

Total operating expenses	$	103,472		100	%	$	78,465		100	%	$	25,007			32	%

Operating loss		(39,928	)				(34,480	)				(5,448	)		16	%
Other income (expense)
Change in fair value of warrant liability		4,852					6,323					(1,471	)		(23	%)
Interest and other (expense) income		(564	)				1,891					(2,455	)		(130	%)
Equity interests (loss) income		(566	)				165					(731	)		n/m

Loss before income taxes	$	(36,206	)			$	(26,101	)			$	(10,105	)		39	%

Provision for income taxes		165					128					37			29	%

Net loss	$	(36,371	)			$	(26,229	)			$	(10,142	)		39	%

n/m - percentage not meaningful

Revenue

Revenue for the nine months ended September 30, 2022 and September 30, 2021 was $63.5 million and $44.0 million, respectively. The increase of $20.0 million, or 44%, is due to a $9.2 million increase in subscription revenue, a $9.4 million increase in license fee revenue and a $0.9 million increase in other revenue.

The increase in subscription revenue of $9.2 million resulted primarily from a $5.2 million increase in subscriber fees received from Direct Subscribers for annual and monthly plans and a $4.0 million increase in corporate subscriptions related to subscription bulk agreements.

The increase in license fees of $9.4 million is primarily due to a $9.4 million increase in license fees as a result of a larger volume of content licensing arrangements, an increase of $0.4 million in Partner Direct revenues from an increase in subscribers to our partner’s respective platforms and $1.0 million in revenue from new bundled distribution agreements, partially offset by a decrease of $1.4 million from the non-renewal of a bundled distribution agreement in the third quarter of 2022.

Operating Expenses

Operating expenses for the nine months ended September 30, 2022 and 2021 were $103.5 million and $78.5 million, respectively. The increase of $25.0 million, or 32%, primarily resulted from the following:

Cost of Revenues: Cost of revenues for the nine months ended September 30, 2022 increased to $38.4 million from $19.4 million for the nine months ended September 30, 2021. The increase of $19.0 million, or 98%, is primarily due to the increase in content amortization of $15.3 million, which is primarily driven by an increase in accelerated amortization on certain content licensing arrangements and an increase in the number and cost of titles published during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The balance of the increase in cost of revenues is due to a $3.0 million increase in revenue share expense related to bundled and premier tier arrangements with other streaming services and an increase in subtitling and broadcast costs of $0.4 million.

Advertising & Marketing: Advertising and marketing expenses for the nine months ended September 30, 2022, decreased to $31.6 million from $33.1 million for the nine months ended September 30, 2021. The decrease of $1.5 million, or 4%, is primarily due to a decrease in digital and TV advertising, partner platforms and agency fees of $9.3 million, partially offset by an increase in radio advertising of $7.8 million compared to the prior year period.

General and Administrative: General and administrative expenses for the nine months ended September 30, 2022 increased to $29.9 million from $25.9 million for the nine months ended September 30, 2021. This increase of $4.0 million, or 15%, is primarily attributable to an increase in legal, tax and accounting fees of $2.4 million and an increase in salaries and other compensation expenses of $0.8 million.

Impairment of Goodwill and Intangible Assets: The increase of $3.6 million in operating expenses for the nine months ended September 30, 2022 is the result of the impairment analysis performed as of June 30, 2022. The analysis resulted in an impairment charge of $2.8 million against the entire balance of goodwill and $0.8 million to intangible assets. There were no such impairment charges recorded during the nine months ended September 30, 2021.

Operating Loss

Operating loss for the nine months ended September 30, 2022 and 2021 was $39.9 million and $34.5 million, respectively. The increase of $5.4 million, or 16%, resulted from the increase in operating expenses of $25.0 million, including the impairment of goodwill and intangible assets of $3.6 million, offset by an increase in revenue of $20.0 million, in each case during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, as described above.

Change in Fair Value of Warrant Liability

For the nine months ended September 30, 2022, the Company recognized a $4.9 million gain compared to a $6.3 million gain recognized during the nine months ended September 30, 2021, each resulting from a decrease in the fair value of the liabilities related to the Private Placement Warrants for the respective periods.

Interest and Other (Expense) Income

Interest and other (expense) income for the nine months ended September 30, 2022 was $0.6 million in expense compared to $1.9 million in income for the nine months ended September 30, 2021, primarily due to lower interest income from investments compared to the prior year period.

Equity Interests (Loss) Income

For the nine months ended September 30, 2022, the Company recorded a $0.6 million equity interests loss on its equity investments in Nebula and Spiegel Venture, compared to $0.2 million equity interests income in the nine months ended September 30, 2021.

Provision for Income Taxes

Due to generating losses before income taxes in each of the nine months ended September 30, 2022 and 2021, we had a provision for income taxes of $0.2 million and $0.1 million, respectively. The provision for income taxes is primarily related to foreign withholding income taxes.

Net Loss

Net loss for the nine months ended September 30, 2022 and 2021 was $36.4 million and $26.2 million, respectively. The increase in the net loss of $10.2 million, or 39%, is primarily due to the increase in total operating expenses of $25.0 million, consisting of the increase in cost of revenues, general and administrative expenses, and goodwill and intangible assets impairment charges, a decrease in interest and other (expense) income of $2.5 million, and a decrease in the change in fair value of the warrant liability of $1.5 million, partially offset by the increase in total revenues of $20.0 million. In each case the impacts to net loss compare the nine months ended September 30, 2022 to the nine months ended September 30, 2021, as described above.

Liquidity and Capital Resources

As of September 30, 2022, we had cash and cash equivalents, including restricted cash, of $47.3 million. In addition, the Company had available for sale investments in debt securities totaling $16.9 million, all of which were classified as short-term investments. All of the Company’s investments in debt securities can be readily converted to cash to meet the Company’s ongoing operating cash flow needs. For the nine months ended September 30, 2022, we incurred a net loss of $36.4 million and used $30.7 million of net cash in operating activities, while investing activities provided $60.7 million of net cash, and financing activities used $0.2 million of net cash.

We believe that our current cash levels and investments in debt securities that are readily convertible to cash will be adequate to support our ongoing operations, capital expenditures and working capital for at least the next twelve months.

Our principal uses of cash are to acquire content, promote our service through advertising and marketing, and provide for working capital to operate our business. We have experienced significant net losses since our inception, and, given the significant operating and capital expenditures associated with our business plan, we anticipate that we will continue to incur net losses.

Cash Flows

The following table presents our cash flows from operating, investing and financing activities for the nine months ended September 30, 2022 and 2021:


	For the nine months ended September 30,
	2022			2021
	(unaudited)
	(in thousands)
Net cash used in operating activities	$	(30,744	)	$	(41,797	)
Net cash provided by (used in) investing activities		60,701			(100,610	)
Net cash (used in) provided by financing activities		(178	)		148,700

Net increase in cash, cash equivalents and restricted cash	$	29,779		$	6,293

Cash Flows from Operating Activities

Cash flow from operating activities primarily consists of net losses, changes to our content assets (including acquisitions and amortization), and other working capital items.

During the nine months ended September 30, 2022 and 2021, we recorded a net cash outflow from operating activities of $30.7 million and $41.8 million, respectively, or a decreased outflow of $11.1 million, or 26%. The decreased cash outflow from operating activities was primarily due to an increase in the change in accounts payable of $2.2 million and other assets of $4.7 million, increased amortization of content assets of $15.3 million, the impairment of goodwill and intangibles of $3.6 million, and increased collections on accounts receivable from our customers of $12.4 million during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The decrease in outflow from operating activities was partially offset by the increase in net loss of $10.2 million, the decrease in the change in accrued expenses and other liabilities of $5.4 million, and the decrease in deferred revenue of $13.5 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021.

Cash Flows from Investing Activities

Cash flow from investing activities consists of purchases, sales and maturities of investments, as well as business combinations, equity investments and purchases of property and equipment.

During the nine months ended September 30, 2022 and September 30, 2021, we recorded a net cash inflow provided by investing activities of $60.7 million and a net cash outflow used in investing activities of $100.6 million, respectively. The net cash inflow provided by investing activities for the nine months ended September 30, 2022, was primarily due to the sale and maturities of investments in debt securities of $64.8 million, partially offset by investments in Nebula of $2.4 million. The net cash outflow used in investing activities for the nine months ended September 30, 2021, was primarily due to purchases of investments in debt securities of $151.9 million, investment in Nebula and Spiegel Venture of $9.3 million and business combinations of $5.4 million, which were partially offset by sales and maturities of investments in debt securities of $66.5 million.

Cash Flows from Financing Activities

During the nine months ended September 30, 2022 and 2021, we recorded net cash outflow from financing activities of $0.2 million and a net cash inflow from financing activities of $148.7 million, respectively. The net cash inflow during the nine months ended September 30, 2021 of $148.7 million was attributable to the receipt of proceeds from the issuance of common stock of $94.1 million (net of $6.8 million of underwriting discounts and commissions), the exercise of 4.8 million Public Warrants resulting in cash proceeds of $54.9 million, and the exercise of stock options of $0.4 million, partially offset by the payments of transaction costs related to the issuance of common stock of $0.7 million. There was no comparable activity during the nine months ended September 30, 2022.

Capital Expenditures

Going forward, we expect to make expenditures for additions to our content assets, and purchases of property and equipment. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control. Depending on market conditions, we may choose to defer a portion of our budgeted expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate cash flow. Subject to financing alternatives, we may also increase our capital expenditures significantly to take advantage of opportunities we consider to be attractive.

Off Balance Sheet Arrangements

As of September 30, 2022, we had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operation is based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Certain amounts included in or affecting the financial statements presented in this Annual Report and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting policies” for the Company. A critical accounting policy is one which is both important to the portrayal of a company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such policies on an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the future.

Content Assets

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. We review factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment. The Company continues to review factors impacting the amortization of content assets on an ongoing basis and will also record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant content licensing.

The Company’s business model is generally subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content assets will be stated at the lower of unamortized cost or fair value. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off.

Goodwill and Intangible Assets

Goodwill represents the excess of the cost of acquisitions over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed. At least annually, in the fourth quarter of each fiscal year or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level, which is the same or one level below the operating segment level. The Company determined that it has one reporting unit.

The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of relevant events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed; however, if the Company concludes otherwise, an impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill.

Intangible assets other than goodwill are carried at cost and amortized over their estimated useful lives. Amortization is recorded within General and administrative expenses on the consolidated statements of operations. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset exceeds its fair value.

During the second quarter of 2022, the Company experienced a sustained decrease in its share price, and this triggering event was an indication that it was more likely than not that the fair value of the Company’s single reporting unit was below its carrying value. The Company performed an interim goodwill impairment test of its goodwill as of June 30, 2022 and recognized a goodwill impairment charge of $2.8 million during the three months ended June 30, 2022 as the fair value of the reporting unit was less than the related carrying value. This charge is included in impairment of goodwill and intangible assets on the Company’s unaudited consolidated statements of operations for that period.

In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for our asset group could result in significantly different estimates of fair value.

Revenue Recognition

Subscriptions — O&O Service

The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into month-to-month or annual subscriptions with the Company. The Company bills the monthly subscriber on each subscriber’s monthly anniversary date and recognizes the revenue ratably over each monthly membership period. The annual subscription fees are collected by the Company at the start of the annual subscription period and are recognized ratably over the subsequent twelve-month period. Revenues are presented net of the taxes that are collected from subscribers and remitted to governmental authorities.

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. Under these agreements, the streaming media player typically bills the subscriber directly and then remits the collected subscriptions to the Company, net of a distribution fee. The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding distribution fees as an expense. The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers.

License Fees — Affiliates

The Company generates license fee revenues from MVPDs such as Comcast and Cox as well as from vMVPDs such as Amazon and Sling TV (MVPDs and vMVPDs are also referred to as affiliates). Under the terms of the agreements with these affiliates, the Company receives license fees based upon contracted programming rates and subscriber levels reported by the affiliates. In exchange, the Company licenses its content to the affiliates for distribution to their subscribers. The Company earns revenue under these agreements either based on the total number of subscribers multiplied by rates specified in the agreements or based on fixed fee arrangements. These revenues are recognized over the term of each agreement when earned.

License Fees — Content Licensing

The 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.

Recently Issued Financial Accounting Standards

The information set forth under Note 2 to the unaudited consolidated financial statements under the caption “Basis of presentation and summary of significant accounting policies” is incorporated herein by reference.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submits under the Exchange Act are recorded, processed, summarized and reported within the specified time periods in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of the CEO and the CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of September 30, 2022. Based on these evaluations, our CEO and the CFO concluded that our disclosure controls and procedures were effective as of September 30, 2022.

Changes in Internal Control Over Financial Reporting

Our management is required to evaluate, with the participation of our CEO and our CFO, any changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during each fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows.

Item 1A.

Risk Factors.

Risk factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, 2022 and our Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not Applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Incorporated By Reference

Exhibit

No.

Description

Form

File
No.

Exhibit

Filing
Date

Filed/Furnished
Herewith

31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101. INS**

Inline XBRL Instance Document

101. SCH

Inline XBRL Taxonomy Extension Schema Document

101. CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101. LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101. PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101. DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101)

This document is being furnished with this Form 10-Q. This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act.

**	The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


	CURIOSITYSTREAM INC.

Date: November 10, 2022	By:	/s/ Clint Stinchcomb
	Name:	Clint Stinchcomb
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 10, 2022	By:	/s/ Peter Westley
	Name:	Peter Westley
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)