10-Q 1 curi-20240930.htm 10-Q curi-20240930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-Q
_____________________
(MARK ONE)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2024
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 001-39139
CURI logo jpeg.jpg
_____________________
CURIOSITYSTREAM INC.
(Exact Name of Registrant as Specified in Its Charter)
_____________________
Delaware84-1797523
(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 $0.0001CURINASDAQ
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per shareCURIWNASDAQ
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 x No o
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 x No o
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.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒
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 October 31, 2024, 55,479,190 shares of Common Stock of the registrant were issued and outstanding.

CURIOSITYSTREAM INC.
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
1
CURIOSITYSTREAM INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
September 30,
2024		December 31,
2023
(Unaudited)
Assets
Current assets
Cash and cash equivalents$9,588 $37,715 
Restricted cash125 500 
Short-term investments in debt securities23,621 — 
Accounts receivable4,500 4,760 
Other current assets1,260 2,315 
Total current assets39,094 45,290 
Investments in debt securities6,513 — 
Investments in equity method investees4,179 6,354 
Property and equipment, net492 727 
Content assets, net33,885 44,943 
Operating lease right-of-use assets3,137 3,350 
Other assets267 358 
Total assets$87,567 $101,022 
Liabilities and stockholders’ equity
Current liabilities
Content liabilities$499 $407 
Accounts payable3,842 4,765 
Accrued expenses and other liabilities4,873 3,705 
Deferred revenue11,347 14,521 
Total current liabilities20,561 23,398 
Warrant liability110 44 
Non-current operating lease liabilities3,990 4,283 
Other liabilities691 651 
Total liabilities25,352 28,376 
Stockholders’ equity
Common stock, $0.0001 par value – 125,000 shares authorized as of September 30, 2024, and December 31, 2023; 55,670 shares issued as of September 30, 2024, including 195 treasury shares; 53,287 issued and outstanding as of December 31, 2023; 55,475 shares outstanding as of September 30, 2024.
5 5 
Treasury stock(218)— 
Additional paid-in capital366,614 362,636 
Accumulated deficit(304,186)(289,995)
Total stockholders’ equity62,215 72,646 
Total liabilities and stockholders’ equity$87,567 $101,022 
The accompanying notes are an integral part of these consolidated financial statements.
2
CURIOSITYSTREAM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
September 30,		Nine Months Ended
September 30,
(unaudited and in thousands except per share amounts)
2024202320242023
Revenues$12,604 $15,630 $37,000 $42,114 
Operating expenses
Cost of revenues5,840 8,494 18,592 27,428 
Advertising and marketing3,590 5,106 9,676 12,424 
General and administrative6,426 6,959 18,187 22,998 
Impairment of content assets— 18,970 — 18,970 
15,856 39,529 46,455 81,820 
Operating loss(3,252)(23,899)(9,455)(39,706)
Change in fair value of warrant liability(36)74 (66)184 
Interest and other income538 31 1,702 856 
Equity method investment loss(267)(2,638)(2,175)(5,092)
Loss before income taxes(3,017)(26,432)(9,994)(43,758)
Provision for income taxes45 133 134 479 
Net loss$(3,062)$(26,565)$(10,128)$(44,237)
Net loss per share
Basic$(0.06)$(0.50)$(0.19)$(0.83)
Diluted$(0.06)$(0.50)$(0.19)$(0.83)
Weighted average number of common shares outstanding
Basic54,85053,04053,92052,999
Diluted54,85053,04053,92052,999
The accompanying notes are an integral part of these consolidated financial statements.
3
CURIOSITYSTREAM INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Three Months Ended
September 30,		Nine Months Ended
September 30,
(unaudited and in thousands)
2024202320242023
Net loss$(3,062)$(26,565)$(10,128)$(44,237)
Other comprehensive income (loss):
Unrealized gain on available for sale securities— — — 40 
Total comprehensive loss$(3,062)$(26,565)$(10,128)$(44,197)
The accompanying notes are an integral part of these consolidated financial statements.
4
CURIOSITYSTREAM INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited and in thousands)
Common Stock
Treasury StockAdditional
Paid-in
Capital		Accumulated
Deficit 		Total
Stockholders’
Equity
SharesAmountSharesAmount
Balance at December 31, 202353,287$5 —$— $362,636 $(289,995)$72,646 
Net loss—— —— — (5,035)(5,035)
Dividends declared—————(1,333)(1,333)
Stock-based compensation, net19— —— 683 — 683 
Balance at March 31, 202453,306$5 —$— $363,319 $(296,363)$66,961 
Net loss$(2,031)$(2,031)
Dividends declared—— —— — (1,343)(1,343)
Stock-based compensation, net439— —— 1,263 — 1,263 
Buyback of shares—— 22(26)— — (26)
Balance at June 30, 202453,745$5 22$(26)$364,582 $(299,737)$64,824 
Net loss$(3,062)$(3,062)
Dividends declared—— — — — (1,387)(1,387)
Stock-based compensation, net1,730— — — 2,032 — 2,032 
Buyback of shares—— 173(192)— — (192)
Balance at September 30, 202455,475$5 195 $(218)$366,614 $(304,186)$62,215 
The accompanying notes are an integral part of these consolidated financial statements.
5
CURIOSITYSTREAM INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited and in thousands)
Common Stock
Additional
Paid-in
Capital		Accumulated
Other
Comprehensive
Income
(Loss) 		Accumulated
Deficit 		Total
Stockholders’
Equity
SharesAmount
Balance at December 31, 202252,853$5 $358,760 $(40)$(241,099)$117,626 
Net loss—— — — (7,751)(7,751)
Stock-based compensation, net108— 1,242 — — 1,242 
Other comprehensive income—— — 40 — 40 
Balance at March 31, 202352,961$5 $360,002 $— $(248,850)$111,157 
Net loss—— — — (9,921)(9,921)
Stock-based compensation, net65— 1,390 — — 1,390 
Balance at June 30, 202353,026$5 $361,392 $— $(258,771)$102,626 
Net loss— — — — (26,565)(26,565)
Stock-based compensation, net45— 878 — — 878 
Balance at September 30, 202353,071 $5 $362,270 $— $(285,336)$76,939 

The accompanying notes are an integral part of these consolidated financial statements.
6
CURIOSITYSTREAM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
(unaudited and in thousands)
20242023
Cash flows from operating activities
Net loss$(10,128)$(44,237)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Change in fair value of warrant liability66 (183)
Additions to content assets(3,412)(14,074)
Change in content liabilities92 (2,734)
Amortization of content assets14,470 17,707 
Depreciation and amortization expenses285 370 
Impairment of content assets— 18,970 
Amortization of premiums and accretion of discounts associated with investments in debt securities, net(166)26 
Stock-based compensation4,734 3,586 
Equity method investment loss2,175 5,092 
Other non-cash items359 362 
Changes in operating assets and liabilities
Accounts receivable260 4,022 
Other assets1,096 1,737 
Accounts payable(728)903 
Accrued expenses and other liabilities(658)(3,947)
Deferred revenue(3,329)(1,230)
Net cash provided by (used in) operating activities5,116 (13,630)
Cash flows from investing activities
Purchases of property and equipment— (5)
Investment in equity method investees— (992)
Maturities of investments in debt securities— 15,000 
Purchases of investments in debt securities(29,968)— 
Net cash (used in) provided by investing activities(29,968)14,003 
Cash flows from financing activities
Repurchases of common stock(218)— 
Dividends paid(2,676)— 
Payments related to tax withholding(756)(76)
Net cash used in financing activities(3,650)(76)
Net increase in cash, cash equivalents and restricted cash(28,502)297 
Cash, cash equivalents and restricted cash, beginning of period38,215 40,507 
Cash, cash equivalents and restricted cash, end of period$9,713 $40,804 
Supplemental disclosure:
Cash paid for taxes$71 $144 
Cash paid for operating leases$416 $360 
The accompanying notes are an integral part of these consolidated financial statements.
7
CURIOSITYSTREAM INC.
UNAUDITED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS
On October 14, 2020, Software Acquisition Group Inc., a special purpose acquisition company and a Delaware corporation (“SAQN”), consummated a reverse merger pursuant to that certain Agreement and Plan of Merger, dated August 10, 2020 (the “Business Combination”). Upon the consummation of the Business Combination, CuriosityStream Operating Inc., a Delaware corporation (“Legacy CuriosityStream”) became a wholly owned subsidiary of SAQN, and the registrant changed its name from “Software Acquisition Group Inc.” to “CuriosityStream Inc.” Following the consummation of the Business Combination, Legacy CuriosityStream changed its name from “CuriosityStream Operating Inc.” to “Curiosity Inc.”
The principal business of CuriosityStream Inc. (the "Company" or "CuriosityStream") is providing 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 Company's online library available for streaming spans the entire category of factual entertainment including science, history, society, nature, lifestyle, and technology. The library is composed of thousands of accessible on-demand and ad-free productions and includes shows and series from leading nonfiction producers.
The Company’s content assets are available for consuming directly through its owned and operated website (“O&O Consumer 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 location of the subscriber, the content included (e.g., Direct Service or Smart Bundle service) and the length of the subscription (e.g., monthly or annual) selected by the customer. As an additional part of the Company’s App Services, it has built applications to make its service accessible on almost every major customer device, including streaming media players like Roku, Apple TV and Amazon Fire TV and major smart TV brands (e.g., LG, Vizio, Samsung). 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 arrangements. The Company also sells selected rights to content created before production begins.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are consistent in all material respects with those applied in the Company’s consolidated financial statements as of and for the year ended December 31, 2023.
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, 2023. The results of operations for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the U.S Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include the content asset amortization, the assessment of the recoverability of content assets and equity method investments, and the determination of fair value estimates related to non-monetary transactions, share-based awards and liability classified warrants.
8
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 and cash equivalents with high credit quality financial institutions. At times, cash balances with the financial institutions may exceed the applicable FDIC-insured limits.
Investments in debt securities are held with reputable institutions and are monitored to manage credit risk exposure.
Accounts receivable, net are typically unsecured and are derived from revenues earned from customers, the majority of which are located in the United States.
Investments in Debt Securities
The Company classifies its investments in debt securities as held-to-maturity “"HTM” under ASC “Accounting Standards Codification” 320, “Investments—Debt and Equity Securities.” HTM investments represent securities for which the Company has the positive intent and ability to hold to maturity, and they are reported at amortized cost.
Investments with original maturities of three months or less from the date of purchase are classified as cash equivalents. Investments with longer maturities are classified as short-term or long-term investments based on the remaining maturity at each balance sheet date and the Company’s intent to hold the security. Interest income earned from HTM investments is recognized in the income statement as “Interest and other Income” under non-operating income.
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 those that 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 accounting 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 have included its investments in money market funds, U.S. government securities, corporate debt securities, municipal debt securities and certificates of deposit. 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, U.S. government debt securities and certificate of deposit. 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.
9
The Company’s liabilities measured at fair value on a recurring basis include its private placement warrants issued to Software Acquisition Holdings LLC, the Company’s former sponsor, in a private placement 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 6 - Stockholders' Equity for significant assumptions which the Company used in the fair value model for the Private Placement Warrants.
Certain assets are measured at fair value on a nonrecurring basis and are subject to fair value adjustments only in certain circumstances, e.g., when there is evidence of impairment indicators.
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.
RECENT ACCOUNTING PRONOUNCEMENTS
The Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company, as an emerging growth company (“EGC”), 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 November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
NOTE 3 - EQUITY INVESTMENTS
The Company holds equity investments in Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”) and Watch Nebula LLC (“Nebula”). The Company accounts for these investments under the equity method of accounting. The Company’s carrying values for its equity method investments as of September 30, 2024, and December 31, 2023, were as follows:
(in thousands)
Spiegel
Venture
Nebula
Total
Balance at December 31, 2023$1,736 $4,618 $6,354 
Equity method investment loss(1,553)(622)(2,175)
Balance at September 30, 2024$183 $3,996 $4,179 
SPIEGEL VENTURE
In July 2021, the Company acquired a 32% ownership in the Spiegel Venture for an initial investment of $3.3 million. The Spiegel Venture, which prior to the Company’s equity purchase, was jointly owned and operated by Spiegel TV GmbH (“Spiegel TV”) and Autentic GmbH (“Autentic”), operates two documentary channels, together with an SVOD service as well as a free advertising-supported streaming television (FAST) channel, which provide factual content to pay television audiences in Germany and certain German-speaking regions of other countries. The Company has not received any dividends from the Spiegel Venture as of September 30, 2024.
10
Per the Share Purchase Agreement (as amended in early 2023, the “SPA”), in the event the Spiegel Venture achieved certain financial targets during its 2022 fiscal period, the Company was required to make an additional payment related to its 32% equity ownership to both Spiegel TV and Autentic (the “Holdback Payment”). During the three months ended June 30, 2023, the Company determined the Spiegel Venture had achieved such financial targets, resulting in the Company paying a Holdback Payment in the amount of $0.9 million to the Spiegel TV and Autentic during July 2023. This payment has been recorded as an equity investment in the balance sheet.
The Company has a call option that permits it to require Spiegel TV and Autentic to sell their respective ownership interests in the Spiegel Venture (the “Call Option”) to the Company. The Call Option, exercisable at a value based on a determinable calculation in the SPA, is initially exercisable only during the period that is the later of (i) 30 business days following the adoption of the Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between March 1, 2026, and March 31, 2026.
Together with the Call Option, each of Spiegel TV and Autentic has a put option that permits it to require the Company to purchase their interest (the “Put Option”) at a value based on a determinable calculation outlined in the SPA. The Put Option is only exercisable during the period that is the later of (i) 60 business days following the adoption of the Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between April 1, 2026, and April 30, 2026.
In the event that neither the Call Option nor the Put Option is exercised, both options will continue to be available to each respective party in perpetuity beginning in the following year, with its exercise limited to the applicable date range outlined above.
NEBULA
Nebula is an SVOD technology platform built for and by a group of independent content creators. Prior to the Company’s investment, Nebula was a wholly owned subsidiary of Standard Broadcast LLC (“Standard”). On August 23, 2021, the Company purchased a 12% ownership interest in Nebula for $6.0 million. Upon its initial investment, the Company obtained 25% representation on Nebula’s Board of Directors.
Since the time of its original investment, the Company purchased additional incremental ownership interests, each for a payment of $0.8 million and representing 1.625% of equity ownership, if Nebula met certain quarterly targets. The Company made three subsequent incremental purchases, bringing its total ownership interest in Nebula to 16.875% as of September 30, 2024. The opportunity or obligation to make additional purchases ended as of September 30, 2023. Because the Company did not purchase at least two consecutive ownership interests in Nebula, effective December 15, 2023, Standard removed the Company’s seat on the Nebula Board of Directors. The Company has not received dividends from Nebula as of September 30, 2024.
Beginning August 2021, the Company included access to Nebula’s SVOD service as a part of a combined CuriosityStream / Watch Nebula subscription offer and as part of the Company’s Smart Bundle subscription package. As part of this arrangement, the Company shared revenue with Nebula, based on certain metrics, and paid monthly. On September 26, 2023, Nebula provided the Company with a notice of non-renewal, resulting in the expiration of the revenue share agreement at the end of 2023. Nebula was required to make its service available to subscribers of these offerings through the end of the term of any such subscription that existed as of December 31, 2023.








11
NOTE 4 - BALANCE SHEET COMPONENTS
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND SHORT-TERM INVESTMENTS
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 is as follows:
 (in thousands)
September 30,
2024		December 31,
2023
Cash and cash equivalents$9,588 $37,715 
Restricted cash1
125 500 
Cash and cash equivalents and restricted cash$9,713 $38,215 
1 Restricted cash included cash deposits required by a bank as collateral related to corporate credit card agreements.

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, 2024As of December 31, 2023
 (in thousands)
Cash and
Cash
Equivalents
Short-Term
Investments

Investments (Non-Current)
Total
Cash and
Cash
Equivalents
Total
Level 1 securities:
Money market funds$4,883 $— $— $4,883 $36,072 $36,072 
Certificate of deposit1,500 11,000 — 12,500 — — 
U.S. government securities300 988 — 1,288 — — 
Total Level 1 securities$6,683 $11,988 $— $18,671 $36,072 $36,072 
Level 2 securities:
Corporate debt securities2,446 11,633 6,513 20,592 — $— 
Total Level 2 securities2,446 11,633 6,513 20,592 — $— 
Total$9,129 23,621 6,513 $39,263 $36,072 $36,072 
The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of September 30, 2024:
As of September 30, 2024
(in thousands)Amortized CostEstimated Fair Value
Fixed maturities:
Certificate of deposit$12,500 $12,500 
Corporate debt securities20,592 20,592 
U.S. government securities1,288 1,288 
Total$34,380 $34,380 
The Company recorded no material realized gains or losses during the three and nine months ended September 30, 2024, and 2023.
12
The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of September 30, 2024:
As of September 30, 2024
(in thousands)Amortized CostEstimated Fair Value
Due in one year or less$27,867 $27,867 
Due after one year through five years6,513 6,513 
Total$34,380 $34,380 
CONTENT ASSETS
Content assets consisted of the following as of September 30, 2024, and December 31, 2023:
(in thousands)
September 30,
2024		December 31,
2023
Licensed content, net:
Released, less amortization and impairment
$10,286 $8,271 
Prepaid and unreleased3,249 8,357 
Total Licensed content, net13,535 16,628 
Produced content, net:
Released, less amortization and impairment
19,932 22,880 
In production418 5,435 
Total produced content, net
20,350 28,315 
Total content assets
$33,885 $44,943 
Of the $10.3 million unamortized cost of licensed content that had been released as of September 30, 2024, the Company expects that $5.1 million, $3.3 million and $1.0 million will be amortized in each of the next three years. Of the $19.9 million unamortized cost of produced content that had been released as of September 30, 2024, the Company expects that $7.4 million, $6.0 million and $4.1 million will be amortized in each of the next three years.
Impairment Assessment
The Company’s primary business model is subscription-based as opposed to a model based on generating revenues at a specific title level. Content assets 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 are written off for content assets that have been, or are expected to be abandoned.
Amortization
In accordance with its accounting policy for content assets, the Company amortizes licensed content costs and produced content costs, which is included within cost of revenues in the Company’s unaudited consolidated statements of operations. For the three and nine months ended September 30, 2024, and 2023, content amortization was as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2024202320242023
Licensed content$2,165 $1,728 $5,846 $5,478 
Produced content2,404 3,661 8,624 12,229 
Total$4,569 $5,389 $14,470 $17,707 
13
ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following as of September 30, 2024, and December 31, 2023:
(in thousands)September 30,
2024		December 31,
2023
Accrued payroll and benefits1,396 1,254 
Dividends payable1,387 — 
Sales & income tax liabilities947 1,095 
Other1,143 1,356 
Total$4,873 $3,705 
WARRANT LIABILITY
As described in Note 6 - Stockholders' Equity, the Private Placement Warrants are classified as a non-current liability and reported at fair value at each reporting period. As of September 30, 2024, and December 31, 2023, the fair value of the Private Placement Warrants, as determined using Level 3 inputs, was as follows:
(in thousands)
September 30,
2024		December 31,
2023
Private Placement Warrants$110 $44 
NOTE 5 - REVENUE
The following table sets forth the Company’s disaggregated revenues for the three and nine months ended September 30, 2024, and 2023, as well as the relative percentage to total revenue:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2024202320242023
Direct Business:
Direct-to-Consumer
7,750 61 %7,399 47 %23,853 64 %22,126 53 %
Partner Direct
1,983 16 %1,177 8 %5,199 14 %3,361 8 %
Enterprise52 1 %86 1 %186 1 %280 1 %
Total Direct Business9,785 78 %8,662 55 %29,238 79 %25,767 61 %
Content Licensing:
Library sales
1,657 13 %5,082 33 %3,696 10 %9,001 21 %
Presales— — %— — %441 1 %1,715 4 %
Total Content Licensing1,657 13 %5,082 33 %4,137 11 %10,716 25 %
Bundled Distribution973 8 %1,452 9 %3,198 9 %4,321 10 %
Other189 1 %434 3 %427 1 %1,310 3 %
Total revenues
$12,604 $15,630 $37,000 $42,114 
14
REMAINING PERFORMANCE OBLIGATIONS
As of September 30, 2024, the Company expects to recognize revenues in the future related to performance obligations that were unsatisfied as follows:
Remainder of
Year Ending
December 31,
2024		Year Ended December 31,
(in thousands)
202520262027ThereafterTotal
Remaining performance obligations$352 $1,195 $434 $155 $187 $2,323 
These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (a) contracts with an original expected term of one year or less or (b) licenses of content that are solely based on sales or usage-based royalties.
DEFERRED REVENUE
Contract liabilities (i.e., deferred revenue) consist of subscriber and affiliate license fees billed that have not been recognized, amounts contractually billed or collected for content licensing sales in advance of the related content being made available to the customer, and unredeemed gift cards and other prepaid subscriptions that have not been redeemed. Total deferred revenues were $11.8 million and $15.2 million as of September 30, 2024, and December 31, 2023, respectively. The non-current portions of $0.5 million and $0.6 million as of September 30, 2024, and December 31, 2023, respectively, are included in other liabilities in the consolidated balance sheets.
For the nine months ended September 30, 2024, the Company recognized revenues of $13.4 million related to amounts deferred as of December 31, 2023.
TRADE AND BARTER TRANSACTIONS
In the second quarter of 2023, the Company began entering into trade and barter transactions primarily for the purpose of exchanging content assets through licensing agreements with media counterparties. Certain transactions may also include the exchange of advertising, whereby the Company and its counterparty exchange media campaigns or other promotional services.
For content acquired through trade and barter transactions, the Company records the acquired assets in the consolidated balance sheet and amortizes those assets over the term of the content license, in accordance with the Company’s content and amortization policies. For other products and services received through trade and barter transactions, the Company records operating expenses upon receipt of such products and services, as applicable.
The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable; in which case, the consideration is measured based on the standalone selling price of the services provided. For an exchange of content, the performance obligation is satisfied at the time the content is made available for the counterparty to use, which represents the point in time that control is transferred. For advertising, the performance obligation is satisfied upon the Company’s delivery of the media campaign or other service to the counterparty.
15
For the three and nine months ended September 30, 2024, and 2023, trade and barter revenues were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)
2024202320242023
Trade and barter license fees: Content Licensing
$1,416 $4,949 $2,504 $7,416 
Other trade and barter revenue*
— 250 — 774 
Total trade and barter revenues$1,416 $5,199 $2,504 $8,190 
* Other revenue primarily relates to other marketing services
For the three and nine months ended September 30, 2024, and 2023, trade and barter advertising and marketing expenses were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)
2024202320242023
Trade and barter advertising and marketing
$— $648 $— $1,172 
For the nine months ended September 30, 2024, and 2023, additions to content assets resulting from trade and barter transactions were as follows:
Three Months Ended
June 30,
Nine Months Ended
September 30,
(in thousands)
2024202320242023
Trade and barter additions to content assets
$1,416 $4,657 $2,504 $7,124 
NOTE 6 - STOCKHOLDERS’ EQUITY
COMMON STOCK
As of September 30, 2024, and December 31, 2023, the Company had 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.
TREASURY STOCK
On June 10, 2024, the Company's Board of Directors authorized and approved a share repurchase program for up to $4 million of the then-outstanding shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws.
As of September 30, 2024, the Company had repurchased 195,190 shares of its common stock at an average price of $1.12 per share. The total cost of the repurchase was $0.2 million, which has been recorded as treasury stock in the equity section of the Company’s consolidated balance sheet.
WARRANTS
As of September 30, 2024, the Company had 3,054,203 publicly traded warrants outstanding that were sold as part of the units of SAQN in its initial public offering on November 22, 2019, and that were issued to the PIPE Investors in connection with the Business Combination on October 14, 2020 (the “Public Warrants” and, together with the Private Placement Warrants, the "Warrants") and 3,676,000 Private Placement Warrants outstanding. The 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.
16
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 Holdings 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, 2024.
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 stockholders’ 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 to determine fair value as of September 30, 2024, and December 31, 2023, were as follows:
September 30,
2024		December 31,
2023
Exercise price$11.50 $11.50 
Stock price (CURI)$1.91 $0.54 
Expected volatility86.40 %100.00 %
Expected warrant term (years)1.01.8
Risk-free interest rate3.94 %4.23 %
Dividend yield1.3 %0 %
Fair Value per Private Placement Warrant$0.03 $0.01 
NOTE 7 - EARNINGS (LOSS) PER SHARE
Basic and diluted earnings (loss) per share are calculated on the basis of the weighted average number of shares of the Company’s Common Stock outstanding during the respective periods. Diluted earnings (loss) per share give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and other potentially dilutive securities. In computing diluted earnings (loss) per share, the average fair value of the Company’s Common Stock for the period is used to determine the number of shares assumed to be purchased from the exercise price of the options. Purchases of treasury stock reduce the outstanding shares commencing on the date that the stock is purchased. Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive.
For the three and nine months ended September 30, 2024, and 2023, the components of basic and diluted net loss per share were as follows:
(in thousands except per share amounts)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Numerator — basic and diluted EPS:
Net loss$(3,062)$(26,565)$(10,128)$(44,237)
Denominator — basic and diluted EPS:
Weighted–average shares54,85053,04053,92052,999
Net loss per share — basic and diluted$(0.06)$(0.50)$(0.19)$(0.83)
17
Common shares issuable for warrants, options, and restricted stock units (“RSU”) represent the total amount of outstanding warrants, stock options, and restricted stock units at September 30, 2024, and 2023. For the three and nine months ended September 30, 2024, and 2023, the following share equivalents were excluded from the calculation of diluted net loss per share as the inclusion of such shares would have been anti-dilutive.
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2024202320242023
Options27332733
Restricted stock units2,8642,4302,8642,430
Warrants6,7306,7306,7306,730
Total
9,6219,1939,6219,193
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.
In October 2020, the Company’s Board of Directors adopted the CuriosityStream 2020 Omnibus Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the Business Combination and succeeds the Legacy CuriosityStream Stock Option Plan. Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, restricted stock units and restricted stock.
The following table summarizes stock option and RSU activity, prices, and values for the nine months ended September 30, 2024:
Number of
Shares
Available
for
Issuance
Under the
Plan
Stock OptionsRestricted Stock Units
(in thousands except share price and fair value amounts)
Number of
Shares
Weighted-
Average
Exercise
Price
Number of
Shares
Weighted-
Average
Grant
Date
Fair Value
Balance at December 31, 20234,76232$5.79 2,058$2.57 
Granted(4,024)—— 4,024— 
RSUs vested655—— (3,038)0.39 
Forfeited or expired185(6)7.15 (180)1.06 
Balance at September 30, 20241,57826$5.00 2,864$1.64 
There were no options exercised during the three and nine months ended September 30, 2024, and 2023.
Stock options and RSU awards generally vest on a monthly, quarterly, or annual basis over a period of one to four years from the grant date. When options are exercised, the Company issues previously unissued shares of Common Stock to satisfy share option exercises. Upon vesting and distribution of RSUs, the Company issues 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 the 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.
18
On April 28, 2023, the Company’s Board of Directors authorized, and on June 14, 2023, the Company’s shareholders approved, a stock option exchange program (the “Exchange”) that permitted certain current employees and executive officers to exchange certain outstanding stock options with exercise prices substantially above the current market price of the Company’s Common Stock for RSUs of an equivalent fair value. The Exchange was completed in July 2023. For options that had already vested at the time of the Exchange, the resulting RSUs vested in July 2024. Otherwise, the vesting schedules for unvested options at the time of the Exchange remained the same for the resulting RSUs. As a result of the Exchange, 4.6 million of outstanding eligible stock options were exchanged for 1.6 million new RSUs, with a fair value of $0.99 per share on the date of the Exchange. There was no incremental compensation expense recorded by the Company as a result of the Exchange.
The Company uses its own historical volatility as well as the historical volatility of similar public companies for estimating volatility. The risk-free interest rate is estimated using the rate of return on U.S. Treasury securities with maturities that approximate the expected term of the option.
For the three and nine months ended September 30, 2024, and 2023, stock-based compensation expense was as follows:
(in thousands)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Stock-based compensation — Options$— $5 $6 $1,553 
Stock-based compensation — RSUs$2,720 $892 $4,728 $2,033 
Total stock-based compensation
$2,720 $897 $4,734 $3,586 
Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period.
NOTE 9 - SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates as one reporting segment. The Company’s chief operating decision maker 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. For the three and nine months ended September 30, 2024, and 2023, revenue by geographic location based on customer location was as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2024202320242023
United States$7,531 60 %$8,973 57 %$22,572 61 %$23,595 56 %
International:
Canada
1,104 9 %1,674 11 %2,087 6 %2,566 6 %
Netherlands
958 8 %1,566 10 %2,234 6 %3,216 8 %
Other
3,011 24 %3,417 22 %10,107 27 %12,737 30 %
Total International5,073 40 %6,657 43 %14,428 39 %18,519 44 %
Total revenue$12,604 100 %$15,630 100 %$37,000 100 %$42,114 100 %
Revenue from two foreign countries, Canada and Netherlands, each comprised 10% or greater of total revenue for one or more of the periods presented.
NOTE 10 - RELATED-PARTY TRANSACTIONS
EQUITY INVESTMENTS
For the three and nine months ended September 30, 2024, the Company recognized $0.1 million and $0.2 million, respectively. of revenue related to license fees from the Spiegel Venture. No revenue was recognized from Nebula during these periods.
19
As of September 30, 2024, and December 31, 2023, the impacts of the arrangements with the Spiegel Venture and Nebula on the Company’s consolidated balance sheets were as follows:
(in thousands)
September 30,
2024		December 31,
2023
Accounts receivable$265 $811 
Accounts payable$10 $374 
For the three and nine months ended September 30, 2024, and 2023, the impacts of arrangements with the Spiegel Venture and Nebula on the Company’s consolidated statements of operations were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)
2024202320242023

Revenues$112 $— $223 $1,084 
Cost of revenues$15 $1,142 $45 $3,508 
OPERATING LEASE
The Company sublets a portion of its office space to Hendricks Investment Holdings, LLC, which is considered a related party as it is managed by various members of the Company’s Board of Directors. The Company accounts for the arrangement as an operating lease. Refer to Note 11 - Leases for additional information.
NOTE 11 - LEASES
COMPANY AS LESSEE
The Company is a 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. The Company has determined that no renewal clauses are reasonably certain of being exercised and therefore has not included any renewal periods within the lease term for this lease.
As of September 30, 2024, the Company held operating lease ROU assets of $3.1 million. Current lease liabilities were $0.4 million, and are included within accrued expenses and other liabilities on the consolidated balance sheets. Non-current lease liabilities were $4.0 million. In measuring these operating lease liabilities, the Company used a weighted average discount rate of 4.4% as of September 30, 2024. The weighted average remaining lease term as of September 30, 2024, was 8.4 years years.
Components of Lease Cost
For the three and nine months ended September 30, 2024, the Company’s total operating lease cost was comprised of the following:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)
2024202320242023
Operating lease cost$120 $120 $358 $362 
Short-term lease cost— — — (16)
Variable lease cost14 13 37 38 
Total lease cost$134 $133 $395 $384 
20
Maturity of Lease Liabilities
As of September 30, 2024, maturities of the Company’s operating lease liabilities, which do not include short-term leases and variable lease payments, were as follows:
(In thousands)
Three remaining months of 2024 $141 
2025571 
2026585 
2027600 
2028615 
Thereafter2,731 
Total lease payments$5,243 
Less: imputed interest(865)
Present value of total lease liabilities$4,378 
COMPANY AS LESSOR
The Company subleases 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 income (expense) in the accompanying consolidated statements of operations. For the three and nine months ended September 30, 2024, operating lease income from the Company’s sublet was less than $0.1 million. As of September 30, 2024, total remaining future minimum lease payments receivable on the Company’s sublet were $0.2 million.
NOTE 12 - COMMITMENTS AND CONTINGENCIES
CONTENT COMMITMENTS
As of September 30, 2024, the Company’s content obligations amounted to $0.7 million, including $0.2 million recorded within content liabilities in the accompanying unaudited consolidated balance sheets, and $0.5 million of obligations not yet recorded as they did not yet meet the asset recognition criteria for content assets. These obligations are expected to be paid by December 31, 2024.
As of December 31, 2023, the Company’s content obligations amounted to $1.1 million, including $0.4 million recorded within current content liabilities in the accompanying unaudited consolidated balance sheets and $0.7 million of obligations not yet recorded 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 periodically enters into agreements to receive future advertising and marketing services as part of various licensee arrangements, and the Company reports commitments when the applicable agreements provide for specific committed amounts. As of September 30, 2024, the Company’s future advertising commitments totaled $2.7 million, all of which the Company expects to pay during the year ending December 31, 2024.
21
NOTE 13 - INCOME TAXES
For the three and nine months ended September 30, 2024, Income tax expense was $0.1 million. For the comparative periods in 2023, the provision for income taxes was $0.1 million and $0.5 million, respectively. 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.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. 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 Inc.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the Company’s plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995.
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, such as subscription plan price increases, the development of integrated digital brand partnerships with advertisers and our dividend plans, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “attribute,” “believe,” “continue,” “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 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. 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, 2023, filed with the SEC on March 25, 2024 (the “Annual Report”) and any other subsequent periodic reports and future periodic reports. 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
Founded by John Hendricks, former Chairman of Discovery Communications and founder of the Discovery Channel, CuriosityStream is a media and entertainment company that offers premium video and audio 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 seek to meet demand for high-quality factual entertainment via subscription video on-demand (“SVOD”) platforms, content licensing, bundled content licenses for SVOD and linear offerings, talks and courses and partner bulk sales.

The main sources of our revenue are:
1.Subscription and license fees earned from our Direct-to-Consumer business and Partner Direct subscribers ("Direct Business"),
2.License fees from content licensing arrangements ("Content Licensing"),
3.Bundled license fees from distribution affiliates (“Bundled Distribution”), and
4.Other revenue, including advertising and sponsorships ("Other").

23
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.
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, and includes shows and series from leading nonfiction producers. Each week we launch new video titles, which are available on-demand in high- or ultra-high definition. Through new and long-standing international partnerships, substantial portions of our video library have been localized from English into eleven different languages.
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, 2024, and 2023, and includes our results of operations as a percentage of revenue or as a percentage of costs, as applicable, for the periods indicated:
Three Months Ended September 30,
Change
Nine Months Ended September 30,
Change
(unaudited and in thousands)
20242023
Total
%
20242023
Total
%
Revenues
Direct Business$9,785 $8,662 $1,123 13 %$29,238 $25,767 $3,471 13 %
Content Licensing1,657 5,082 (3,425)(67 %)4,137 10,716 (6,579)(61 %)
Bundled Distribution973 1,452 (479)(33 %)3,198 4,321 (1,123)(26 %)
Other189 434 (245)(56 %)427 1,310 (883)(67 %)
Total revenue
12,604 15,630 (3,026)(19 %)37,000 42,114 (5,114)(12 %)
Operating expenses
Cost of revenues5,840 8,494 (2,654)(31 %)18,592 27,428 (8,836)(32 %)
Advertising and marketing3,590 5,106 (1,516)(30 %)9,676 12,424 (2,748)(22 %)
General and administrative6,426 6,959 (533)(8 %)18,187 22,998 (4,811)(21 %)
Impairment of content assets
— 18,970 (18,970)100 %— 18,970 (18,970)100 %
Total operating expenses15,856 39,529 (23,673)(60 %)46,455 81,820 (35,365)(43 %)
Operating loss(3,252)(23,899)20,647 (86 %)(9,455)(39,706)30,251 (76 %)
Other income (expense)
Change in fair value of warrant liability(36)74 (110)n/m (66)184 (250)n/m
Interest and other income
538 31 507 1635 %1,702 856 846 99 %
Equity method investment loss(267)(2,638)2,371 (90 %)(2,175)(5,092)2,917 (57 %)
Loss before income taxes$(3,017)$(26,432)$