curi-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________

(MARK ONE)


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

For the quarter ended September 30, 2023


o			TRANSITION 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

_____________________

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 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 November 3, 2023, 53,075,952 shares of Common Stock of the registrant were issued and outstanding.

Tab l e of Contents

CURIOSITYSTREAM INC.

QUARTERLY REPORT ON FORM 10-Q

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 Stockholders’ Equity			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			21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk			31
Item 4. Controls and Procedures			31
Part II. Other Information
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3. Defaults Upon Senior Securities			33
Item 4. Mine Safety Disclosures			33
Item 5. Other Information			33
Item 6. Exhibits			34
Part III. Signatures			35

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CURIOSITYSTREAM INC.

CONSOLIDATED BALANCE SHEETS


(In thousands, except par value)	September 30, 2023		December 31, 2022
	(Unaudited)

Assets
Current assets
Cash and cash equivalents	$	40,304	$	40,007
Restricted cash	500		500
Short-term investments in debt securities	—		14,986
Accounts receivable	6,877		10,899
Other current assets	1,410		3,118
Total current assets	49,091		69,510
Investments in equity method investees	6,666		10,766
Property and equipment, net	822		1,094
Content assets, net	45,900		68,502
Operating lease right-of-use assets	3,418		3,702
Other assets	411		539
Total assets	$	106,308	$	154,113

Liabilities and stockholders’ equity
Current liabilities
Content liabilities	$	128	$	2,862
Accounts payable	6,963		6,065
Accrued expenses and other liabilities	4,154		7,752
Deferred revenue	12,997		14,281
Total current liabilities	24,242		30,960
Warrant liability	74		257
Non-current operating lease liabilities	4,378		4,648
Other liabilities	675		622
Total liabilities	29,369		36,487
Stockholders’ equity
Common stock, $0.0001 par value – 125,000 shares authorized as of September 30, 2023, and December 31, 2022; 53,071 shares issued and outstanding as of September 30, 2023; 52,853 issued and outstanding as of December 31, 2022	5		5
Additional paid-in capital	362,270		358,760
Accumulated other comprehensive loss	—		(40)
Accumulated deficit	(285,336)		(241,099)
Total stockholders’ equity	76,939		117,626
Total liabilities and stockholders’ equity	$	106,308	$	154,113

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

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CURIOSITYSTREAM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended September 30,				Nine Months Ended September 30,
(Unaudited and in thousands except per share amounts)	2023		2022		2023		2022

Revenues	$	15,630	$	23,569	$	42,114	$	63,544
Operating expenses
Cost of revenues	8,494		13,566		27,428		38,404
Advertising and marketing	5,106		5,626		12,424		31,602
General and administrative	6,959		8,757		22,998		29,863
Impairment of content assets	18,970		—		18,970		—
Impairment of goodwill and intangible assets	—		—		—		3,603
	39,529		27,949		81,820		103,472
Operating loss	(23,899)		(4,380)		(39,706)		(39,928)
Change in fair value of warrant liability	74		514		184		4,852
Interest and other income (expense)	31		(478)		856		(564)
Equity method investment loss	(2,638)		(94)		(5,092)		(566)
Loss before income taxes	(26,432)		(4,438)		(43,758)		(36,206)
Provision for income taxes	133		64		479		165
Net loss	$	(26,565)	$	(4,502)	$	(44,237)	$	(36,371)
Net loss per share
Basic	$	(0.50)	$	(0.09)	$	(0.83)	$	(0.69)
Diluted	$	(0.50)	$	(0.09)	$	(0.83)	$	(0.69)
Weighted average number of common shares outstanding
Basic	53,040		52,793		52,999		52,773
Diluted	53,040		52,793		52,999		52,773

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

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CURIOSITYSTREAM INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


	Three Months Ended September 30,				Nine Months Ended September 30,
(Unaudited and in thousands)	2023		2022		2023		2022

Net loss	$	(26,565)	$	(4,502)	$	(44,237)	$	(36,371)
Other comprehensive income (loss):
Unrealized gain on available for sale securities	—		270		40		40
Total comprehensive loss	$	(26,565)	$	(4,232)	$	(44,197)	$	(36,331)

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

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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
	Shares	Amount

Balance at June 30, 2023	53,026	$	5		$	361,392	$	—	$	(258,771)	$	102,626
Net loss	—	—			—		—		(26,565)		(26,565)
Stock-based compensation, net	45	—			878		—		—		878
Balance at September 30, 2023

SEC Form 10-Q filed by CuriosityStream Inc.