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What changed in CuriosityStream Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of CuriosityStream Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+248 added−276 removedSource: 10-K (2025-03-25) vs 10-K (2024-03-25)

Top changes in CuriosityStream Inc.'s 2024 10-K

248 paragraphs added · 276 removed · 198 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe have the opportunity to provide a turnkey, financially attractive “factual solution” to meet this business demand. We are able to license to certain media companies a collection of our existing titles in a traditional content licensing deal.
Biggest changeIn addition, are working with technology companies to deliver hundreds of thousands of hours of video and audio to meet the demand for premium assets required for training next-gen AI models. We have the opportunity to provide a turnkey, financially attractive “factual solution” to meet this business demand.
Also in 2021, the Company partnered with Spiegel TV to accelerate international expansion of CuriosityStream services, taking a one-third stake in the German venture owned by a German media company, Spiegel, and a German documentary producer, Autentic. The joint venture, Spiegel TV Geschichte und Wissen GmbH & Co.
Also in 2021, the Company partnered with Spiegel TV to accelerate international expansion of CuriosityStream services, taking a one-third stake in the German venture owned by a German media company, Spiegel TV GmbH, and a German documentary producer, Autentic GmbH. The joint venture, Spiegel TV Geschichte und Wissen GmbH & Co.
Our DTC membership growth may reflect variations when consumers buy internet-connected screens and when they tend to increase their viewing, although these trends are generally immaterial for our business. In most years, the first quarter, on a relative percentage basis, has represented our greatest streaming membership growth.
Our DTC membership growth may reflect variations when consumers buy internet-connected screens and when they tend to increase their viewing, although these trends are generally immaterial for our business. In most years, the first quarter, on a relative percentage basis, has represented our greatest streaming subscriber growth.
We own rights to proprietary processes and trade secrets, including those underlying the CuriosityStream service. GOVERNMENT REGULATION As a company conducting business on the internet, we are subject to several foreign and domestic laws and regulations relating to information and network security, data protection, privacy, and governmental access to data, among other things.
We own rights to proprietary processes and trade secrets, including those underlying the CuriosityStream service. 5 GOVERNMENT REGULATION As a company conducting business on the internet, we are subject to several foreign and domestic laws and regulations relating to information and network security, data protection, privacy, and governmental access to data, among other things.
Our programs have received four Emmy nominations, including an Emmy Award win for Stephen Hawking’s Favorite Places . Every video title on our platform is available on-demand and, other than historical footage or classic documentaries, in high definition or 4K quality.
Our programs have received four Emmy nominations, including an Emmy Award win for Stephen Hawking’s Favorite Places . Every video title on our SVOD platform is available on-demand and, other than historical footage or classic documentaries, in high definition or 4K quality.
Our 401(k) retirement plan contributions include a 100% match of contributions for the first 3% of the employee’s base salary and a 50% match of contributions between 3% and 5% of the employee’s base salary. Our human resources strategy is overseen by our executive team, which aims to provide regular updates to our Board.
Our 401(k) retirement plan contributions include a 100% match of contributions for the first 3% of the employee’s base salary and a 50% match of contributions between 3% and 5% of the employee’s base salary. 6 Our human resources strategy is overseen by our executive team, which aims to provide regular updates to our Board.
CuriosityStream LLC officially launched its subscription service to U.S. based customers in March 2015 and to international customers in September 2015. 2 Table of Contents BUSINESS OVERVIEW Founded by John Hendricks, founder of the Discovery Channel and former Chairman of Discovery Communications, 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.
CuriosityStream LLC officially launched its subscription service to U.S. based customers in March 2015 and to international customers in September 2015. 2 BUSINESS 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.
KG (the “Spiegel Venture”), operates two documentary channels (including one branded as "Curiosity Channel"), together with an SVOD service and a FAST channel, as well as revenue sharing on a localized CuriosityStream SVOD service in German-speaking Europe. 3 Table of Contents Business Model and Services Our business model relies on the collaboration of (i) our content team, which works with more than 150 production companies and distributors across the world to create and acquire programming, (ii) our legal and finance teams, which structure and formalize agreements, (iii) our creative services and content operations teams, which develop all of the marketing materials, metadata and other assets associated with a piece of content, and (iv) our content operations and technology teams, which then deliver our content and services to all manner of devices and streaming platforms for our consumers directly or through our relationships with third parties.
KG (the “Spiegel Venture”), operates two documentary channels (including one branded as "Curiosity Channel") and a FAST channel, as well as revenue sharing with respect to a localized CuriosityStream SVOD service in German-speaking Europe. 3 Business Model and Services Our business model relies on the collaboration of (i) our content team, which works with more than 150 production companies and distributors across the world to create and acquire programming, (ii) our legal and finance teams, which structure and formalize agreements, (iii) our creative services and content operations teams, which develop marketing materials, metadata and other assets associated with a piece of content, and (iv) our content operations and technology teams, which then deliver our content and services to all manner of devices and platforms for our consumers directly or through our relationships with third parties.
Our ability to attract, retain and improve the effectiveness of our employees is a critical factor for executing our growth strategy. We strive to recruit the best people for the job regardless of race, sexual orientation, gender, religion, or other factors. 6 Table of Contents We are committed to diversity and inclusion as well as equitable pay within our workforce.
Our ability to attract, retain and improve the effectiveness of our employees is a critical factor for executing our growth strategy. We strive to recruit the best people for the job regardless of race, sexual orientation, gender, religion, or other factors. We are committed to diversity and inclusion as well as equitable pay within our workforce.
We may also obtain information about our customers from other customers and third parties. Our policy is to use the collected information to customize and personalize advertising and content for customers and to enhance the customer experience when using our service.
We may also obtain information about our customers from other customers and third parties. Our policy requires us to use the collected information to customize and personalize advertising and content for customers and to enhance the customer experience when using our service.
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, major smart television brands (e.g., LG, Vizio, Samsung) and gaming consoles like Xbox.
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 and major smart TV brands (e.g., LG, Vizio, Samsung).
We have confidentiality and proprietary rights arrangements with our employees, consultants and business partners, and we control access to, and distribution of, our proprietary information. Our registered trademarks in the U.S. include “Curiosity,” “CuriosityStream” among others. 5 Table of Contents We are the registrant of the internet domain name for our website, www.curiositystream.com , as well as others.
We have confidentiality and proprietary rights arrangements with our employees, consultants and business partners, and we control access to, and distribution of, our proprietary information. Our registered trademarks in the U.S. include “Curiosity” and “CuriosityStream” among others. We are the registrant of the internet domain name for our website, www.curiositystream.com , as well as others.
Our eliminated roles during the year were primarily in the areas of technology, operations and programming. We have one location, a corporate office, plus filming studio and edit suites, in Silver Spring, Maryland (the “Office”). Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
Our eliminated roles during the year were primarily in the areas of finance, sales and marketing. We have one location, a corporate office plus filming studio and edit suites, in Silver Spring, Maryland. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
This latter model reduces risk in our content development decisions and creates content licensing revenue. 4 Table of Contents Bundled Distribution We have affiliate relationships with our bundled MVPD partners (including Multichoice, FuboTV and Izzi, among others) and vMVPDs, which are broadband and wireless companies in the US 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 as part of a multi-year agreement.
Bundled Distribution We have affiliate relationships with our bundled MVPD partners (including Multichoice, FuboTV and Izzi, among others) and vMVPDs, which are broadband and wireless companies in the US 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 as part of a multi-year agreement.
Through our Partner Direct Business, we have affiliate agreement relationships with, and our service is available directly from, MVPDs that include Comcast and Cox, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Roku Channels, Sling TV, Apple Channel and YouTube TV, which constitute our Partner Direct Business.
We have affiliate agreement relationships with, and our service is available directly from major MVPDs that include Comcast, Cox, and Dish, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, Roku Channel, Sling TV and YouTube TV.
Summary of Results For the year ended December 31, 2023, we reported revenue of $56.9 million and a net loss of $48.9 million. Please see “ Item 7.
Summary of Results For the year ended December 31, 2024, we reported revenue of $51.1 million and a net loss of $12.9 million. Please see “ Item 7.
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, we have localized a large portion of our video library from English to ten different languages.
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.
Our mission is to provide premium factual entertainment that informs, enchants and inspires. We seek to meet demand for high-quality factual entertainment via SVOD platforms, content licensing, bundled content licenses for SVOD and linear offerings, talks and courses and partner bulk sales.
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.
HUMAN CAPITAL We employed approximately 57 and 78 full-time employees on average, during 2023 and 2022, respectively. As of December 31, 2023, we employed 48 full-time employees, all of whom were located in the U.S. During 2023, we eliminated 20 positions, including 13 positions eliminated as part of a December 2023 restructuring.
HUMAN CAPITAL We employed approximately 47 and 57 full-time employees on average, during 2024 and 2023, respectively. As of December 31, 2024, we employed 45 full-time employees, all of whom were located in the U.S. During 2024, we eliminated 4 positions as part of restructuring.
We are also able to 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.
We are able to license to certain media companies a collection of our existing titles in a traditional content licensing deal. We are also able to 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.
Enterprise 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.” Other We provide advertising and sponsorships services through developing integrated digital brand partnerships designed to offer the chance to be associated with CuriosityStream content in a variety of forms, including short- and long-form program integration; branded social media promotional videos; broadcast advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall; and our increasing focus on digital display ads while delivering our content through advertising-based video-on-demand (AVOD), transactional video-on-demand (TVOD), free advertising-supported streaming television (FAST), YouTube and other similar distribution channels.
As such, our Bundled Distribution business offers us the advantages of long-cycle and recurring revenue and the potential to access hundreds of millions of paying subscribers globally. 4 Other We provide advertising and sponsorships services through developing integrated digital brand partnerships designed to offer CuriosityStream content in a variety of forms, including short- and long-form program integration; branded social media promotional videos; broadcast advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall; and our increasing focus on digital display ads while delivering our content through advertising-based video-on-demand (AVOD), free advertising-supported streaming television (FAST), YouTube and other similar distribution channels.
CuriosityStream’s award-winning content library features more than 17,000 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.
We operate our business as a single operating segment that provides premium 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.
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. The technology associated with our Partner Direct Business is designed to facilitate a consistent user experience across the different interface platforms and operating system applications.
The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) and digital distributor partners making up our Partner Direct pay us a license fee for sales to individuals who subscribe to CuriosityStream via the partners’ respective platforms.
Direct Business Through our Direct-to-Consumer ("DTC") business, our video content is available to subscribers through our owned and operated platform (O&O Consumer Service) and App Services. Our O&O Consumer Service is available in more than 175 countries to any household with a broadband connection.
Direct Business Our Direct Business revenue is derived from consumers subscribing directly through our owned and operated website (“O&O Consumer Service”), mobile applications developed for iOS and Android operating systems (“App Services”) and through Partner Direct relationships. Our O&O Consumer Service is available in more than 175 countries to any household with a broadband connection.
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Through the expansion of our library of high-quality titles and by exploiting multiple channels to monetize our programming, we believe that we have achieved global leadership in factual content streaming and are well positioned to capitalize on favorable ongoing industry trends to create value for our shareholders and other stakeholders.
Added
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").
Removed
Our library includes: • An extensive catalog of originally produced and owned content of approximately 10,000 short-, mid- and long-form video and audio titles, including Curiosity University recorded lectures that are led by some of the most acclaimed college and university professors in the world. • A rotating catalog of nearly 7,000 internationally licensed videos and audio programs. • More than 6,000 on-demand and ad-free productions available on-demand through our SVOD offerings.
Added
The Company also aggregates rights to hundreds of thousands of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies.
Removed
We are currently in the process of raising the prices for our legacy subscribers in our U.S. dollar-based markets, which represent the vast majority of our Direct Business revenue. These legacy subscribers previously paid $2.99 per month or $19.99 per year.
Added
In addition to our standard subscription offerings, we generate revenue from Transactional Video-On-Demand (TVOD), which allows consumers to purchase or rent individual titles on a pay-per-view basis. We began implementing a price increase for legacy subscribers in March 2023, starting with English-speaking countries, and the price increase has now been applied globally across all markets.
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As of March 27, 2023, we increased our standard pricing for new subscribers to this service to $4.99 per month or $39.99 per year. We also provide a Smart Bundle service for $9.99 per month or $69.99 per year.
Added
This adjustment impacts the majority of our Direct Business revenue. Alongside our standard subscription, we continue to offer the Smart Bundle service, which includes access to Tastemade, Kidstream, SommTV, and Curiosity University, with current Smart Bundle pricing unchanged. Future adjustments to these subscription plans may be considered to further enhance revenue.
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Our Smart Bundle membership currently includes our standard service, plus subscriptions to third-party platforms Tastemade , Topic , Kidstream (added in January 2024), SommTV , Da Vinci Kids , and our Curiosity University stand-alone service. Our Smart Bundle pricing remains unchanged.
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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.” Content Licensing Our Content Licensing business provides factual content to entertainment media companies.
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However, we may in the future increase the price of these existing subscription plans, which may have a positive effect on our revenue from this line of our business.
Added
This latter model reduces risk in our content development decisions and creates content licensing revenue.
Removed
We provide value for both our users and ourselves through our analytics algorithm and data collection system. Leveraging our database of anonymized user preferences, ratings and behavior, we are constantly refining our content recommendation engine to suggest and serve content to our customers. Content Licensing Our Content Licensing business is focused on providing factual content to entertainment media companies.
Added
In the future, we hope to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above. We believe the impressions accumulated in these multi-faceted campaigns would result in verifiable metrics for the clients.
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As such, our Bundled Distribution business offers us the advantages of long-cycle and recurring revenue and the potential to access hundreds of millions of paying subscribers globally.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline. The trading market for our Common Stock relies in part on the research and reports that industry or financial analysts publish about us or our business.
Biggest changeThe trading market for our Common Stock relies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. In addition, some financial analysts may have limited expertise with our model and operations.
We are currently party to a joint venture, and our participation in such joint venture is subject to risks, including, among other things: (i) shared approval rights over certain major decisions affecting the ownership or operation of the joint venture and any assets owned by the joint venture; (ii) our joint venture counterparts being subject to different laws or regulations than us, which could create conflicts of interest; (iii) our ability to sell our interest in the joint venture, or the joint venture’s ability to sell additional interests of, or assets owned by, the joint venture, being limited to that set forth under the terms of the governing agreements; (iv) the terms of the governing agreements providing our joint venture counterparts the right to exclude us from the joint venture under certain circumstances; (v) the terms of the governing agreements containing non-compete provisions, which may limit other potential business opportunities for us; (vi) a put option that permits our joint venture counterparts to require us to purchase their interest, subject to certain conditions, which, if exercised, would expose us to the full economics and risks of such joint venture, rather than only our proportionate interest therein; and (vii) disagreements with our joint venture counterparts, which may result in arbitration that could be expensive and distracting to management and could delay important decisions.
We are currently party to a joint venture, Spiegel Venture, and our participation in such joint venture is subject to risks, including, among other things: (i) shared approval rights over certain major decisions affecting the ownership or operation of the joint venture and any assets owned by the joint venture; (ii) our joint venture counterparts being subject to different laws or regulations than us, which could create conflicts of interest; (iii) our ability to sell our interest in the joint venture, or the joint venture’s ability to sell additional interests of, or assets owned by, the joint venture, being limited to that set forth under the terms of the governing agreements; (iv) the terms of the governing agreements providing our joint venture counterparts the right to exclude us from the joint venture under certain circumstances; (v) the terms of the governing agreements containing non-compete provisions, which may limit other potential business opportunities for us; (vi) a put option that permits our joint venture counterparts to require us to purchase their interest, subject to certain conditions, which, if exercised, would expose us to the full economics and risks of such joint venture, rather than only our proportionate interest therein; and (vii) disagreements with our joint venture counterparts, which may result in arbitration that could be expensive and distracting to management and could delay important decisions.
The following factors may affect us from period-to-period and may affect our long-term performance: • our ability to maintain and develop new and existing revenue-generating relationships; • our ability to improve or maintain gross margins in our business; • the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and governance; • our ability to significantly increase our subscriber base and retain customers; • our ability to enforce our contracts and collect receivables from third parties; • our ability to develop, acquire and maintain an adequate breadth and depth of content via original productions, co-productions, commissions and/or licenses; • changes by our competitors to their product and service offerings; • increased competition; 8 Table of Contents • our ability to detect and comply with data collection and privacy regulation and customer questions related thereto in every jurisdiction in which we operate; • changes in promotional support or other aspects of our relationships with our partners through which we make our service available, including the MVPDs and/or the vMVPDs, through which we offer our content; • our ability to effectively manage the development of new business segments and markets, and determine appropriate contract and licensing terms; • our ability to maintain and develop new and existing marketing relationships; • our ability to maintain, upgrade and develop our website, our applications through which we offer our service on our customers’ devices and our internal computer systems; • fluctuations in the use of the internet for the purchase of consumer goods and services such as those we offer; • technical difficulties, system downtime or internet disruptions; • our ability to attract new and qualified personnel in a timely and effective manner and retain existing personnel; • conflicts of interest involving our founder and principal stockholder, John Hendricks; • our ability to attract and retain sponsors and prove that our sponsorship offerings are effective enough to justify a pricing structure that is profitable for us; • the success of our content licensing to other media companies; • our ability to successfully manage the integration of operations and technology resulting from possible future acquisitions; • governmental regulation and taxation policies; and • general economic conditions and economic conditions specific to the internet, online commerce and the media industry.
The following factors may affect us from period-to-period and may affect our long-term performance: • our ability to maintain and develop new and existing revenue-generating relationships; • our ability to improve or maintain gross margins in our business; • the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and governance; • our ability to significantly increase our subscriber base and retain customers; • our ability to enforce our contracts and collect receivables from third parties; • our ability to develop, acquire and maintain an adequate breadth and depth of content via original productions, co-productions, commissions and/or licenses; • changes by our competitors to their product and service offerings; • increased competition; • our ability to detect and comply with data collection and privacy regulation and customer questions related thereto in every jurisdiction in which we operate; • changes in promotional support or other aspects of our relationships with our partners through which we make our service available, including the MVPDs and/or the vMVPDs, through which we offer our content; • our ability to effectively manage the development of new business segments and markets, and determine appropriate contract and licensing terms; • our ability to maintain and develop new and existing marketing relationships; 8 • our ability to maintain, upgrade and develop our website, our applications through which we offer our service on our customers’ devices and our internal computer systems; • fluctuations in the use of the internet for the purchase of consumer goods and services such as those we offer; • technical difficulties, system downtime or internet disruptions; • our ability to attract new and qualified personnel in a timely and effective manner and retain existing personnel; • conflicts of interest involving our founder and principal stockholder, John Hendricks; • our ability to attract and retain sponsors and prove that our sponsorship offerings are effective enough to justify a pricing structure that is profitable for us; • the success of our content licensing to other media companies; • our ability to successfully manage the integration of operations and technology resulting from possible future acquisitions; • governmental regulation and taxation policies; and • general economic conditions and economic conditions specific to the internet, online commerce and the media industry.
In addition to the risks that we face in the U.S., our international operations involve risks that could adversely affect our business, including: • new and different sources of competition; • different and more stringent user protection, data protection, privacy and other laws, including data localization requirements; • adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain; • different or more onerous or costly rights society collection royalties and charges; • the need to adapt our content and user interfaces for specific cultural and language differences, including in-licensing a certain portion of our content assets before we have developed a full appreciation for its performance within a given territory; • difficulties in complying with territorial licenses; • difficulties and costs associated with staffing and managing foreign operations; • management distraction; • political or social unrest, global hostilities and economic instability, including the Israel-Hamas war, as well as the military invasion of Ukraine by Russian forces and the economic sanctions imposed by the U.S. and other nations on Russia, Belarus and certain Russian organizations and individuals; • compliance with U.S. laws such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; • difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; • regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content in the applicable jurisdiction; 24 Table of Contents • foreign intellectual property laws, such as the EU copyright directive, or changes to such laws, which may be less favorable than U.S. law and, among other issues, may impact the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights; • fluctuations in currency exchange rates, which have and may continue to impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk, which we do not currently hedge against but may do so in the future; • profit repatriation and other restrictions on the transfer of funds; • differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; • censorship requirements that cause us to remove or edit content or make other accommodations that lead to consumer disappointment or dissatisfaction with our service; • low usage and/or penetration of internet-connected consumer electronic devices; • availability of reliable broadband connectivity and wide area networks in targeted areas for expansion; • integration and operational challenges as well as potential unknown liabilities in connection with companies we may acquire or control; • differing, and often more lenient, laws and consumer understanding/attitudes regarding the illegality of piracy; • negative impacts from trade disputes; and • implementation of regulations designed to stimulate the local production of film and television series in order to promote and preserve local culture and economic activity, including local content quotas, investment obligations, and levies to support local film funds.
In addition to the risks that we face in the U.S., our international operations involve risks that could adversely affect our business, including: • new and different sources of competition; • different and more stringent user protection, data protection, privacy and other laws, including data localization requirements; • adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain; • different or more onerous or costly rights society collection royalties and charges; • the need to adapt our content and user interfaces for specific cultural and language differences, including in-licensing a certain portion of our content assets before we have developed a full appreciation for its performance within a given territory; • difficulties in complying with territorial licenses; • difficulties and costs associated with staffing and managing foreign operations; • management distraction; • political or social unrest, global hostilities and economic instability, including the Israel-Hamas war, as well as the military invasion of Ukraine by Russian forces and the economic sanctions imposed by the U.S. and other nations on Russia, Belarus and certain Russian organizations and individuals; • compliance with U.S. laws such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; 23 • difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; • regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content in the applicable jurisdiction; • foreign intellectual property laws, such as the EU copyright directive, or changes to such laws, which may be less favorable than U.S. law and, among other issues, may impact the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights; • fluctuations in currency exchange rates, which have and may continue to impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk, which we do not currently hedge against but may do so in the future; • profit repatriation and other restrictions on the transfer of funds; • differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; • censorship requirements that cause us to remove or edit content or make other accommodations that lead to consumer disappointment or dissatisfaction with our service; • low usage and/or penetration of internet-connected consumer electronic devices; • availability of reliable broadband connectivity and wide area networks in targeted areas for expansion; • integration and operational challenges as well as potential unknown liabilities in connection with companies we may acquire or control; • differing, and often more lenient, laws and consumer understanding/attitudes regarding the illegality of piracy; • negative impacts from trade disputes; and • implementation of regulations designed to stimulate the local production of film and television series in order to promote and preserve local culture and economic activity, including local content quotas, investment obligations, and levies to support local film funds.
See “ We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition .” We rely on subscription data provided by our third-party distributors and platform partners that has not been independently verified, and inaccuracies in that data may seriously harm and adversely affect our reputation and our business.
See “ We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition .” 15 We rely on subscription data provided by our third-party distributors and platform partners that has not been independently verified, and inaccuracies in that data may seriously harm and adversely affect our reputation and our business.
Although we cannot predict whether or in what form any such proposals will pass, certain proposals under consideration, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense, and cash flows. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies.
Although we cannot predict whether or in what form any such proposals will pass, certain proposals under consideration, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense, and cash flows. In addition, governmental tax authorities 24 are increasingly scrutinizing the tax positions of companies.
However, these estimates are subject to change based on a number of factors, including the percentage of users selecting monthly vs. annual plans, increased rates of subscription cancellations and decreased rates of user acquisition. We cannot assure you that these estimates will be indicative of future performance or that the risks related to these estimates will not materialize.
However, these estimates are subject to change based on a number of factors, including the percentage of users selecting monthly vs. annual plans, increased rates of subscription cancellations and decreased rates 10 of user acquisition. We cannot assure you that these estimates will be indicative of future performance or that the risks related to these estimates will not materialize.
If we do not successfully manage our current cost-savings activities, our expected efficiencies, benefits and cost savings might be delayed or not realized, and our operations and business could be disrupted. In addition, we may incur additional impairment charges related to fixed assets, goodwill and other intangibles, which may be material and may exceed our estimates.
If we do not successfully manage our current cost-savings activities, our expected efficiencies, benefits and cost savings might be delayed or not realized, and our operations and business could be disrupted. In addition, we may incur additional impairment charges related to fixed assets and other intangibles, which may be material and may exceed our estimates.
Furthermore, to the extent network operators create tiers of internet access service and either charge us for or prohibit us from having our content available through these tiers, our business could be negatively impacted. Most network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming.
Furthermore, to the extent network operators create tiers of internet access service and either charge us for or prohibit us from having our content available through these tiers, our business could be negatively impacted. 22 Most network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming.
Litigation disputes could cause us to incur unforeseen expenses, result in content unavailability, service disruptions and otherwise occupy a significant amount of our management’s time and attention, any of which could negatively affect our business operations and financial position. We incur significant costs as a result of operating as a public company.
Litigation disputes could cause us to incur unforeseen expenses, result in content unavailability, service disruptions and otherwise occupy a 30 significant amount of our management’s time and attention, any of which could negatively affect our business operations and financial position. We incur significant costs as a result of operating as a public company.
Accordingly, we recognized impairments to our equity method investments in the Spiegel Venture and Nebula in the second and third quarters of 2023, respectively. In addition, companies in the streaming industry experienced a decline in market valuations during 2023, and the market price of our common shares declined significantly through the third quarter.
Accordingly, we recognized impairments to our equity method investments in the Spiegel Venture and Nebula in the second and third quarters of 2023, respectively. 16 In addition, companies in the streaming industry experienced a decline in market valuations during 2023, and the market price of our common shares declined significantly through the third quarter.
We rely on third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules, regulations, and industry standards, including data storage requirements, additional authentication requirements for certain payment methods, and require payment of interchange and other fees.
We rely on third parties to process payment. Acceptance and processing 12 of these payment methods are subject to certain rules, regulations, and industry standards, including data storage requirements, additional authentication requirements for certain payment methods, and require payment of interchange and other fees.
On September 19, 2023, we received written notice from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that we were not in compliance with the $1.00 minimum bid price requirement for the continued listing on the Nasdaq Capital Market.
On September 19, 2023, we received written notice from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that we were not in compliance with the $1.00 minimum bid price requirement for the continued listing on the Nasdaq Capital Market (the "Bid Price Rule").
We cannot reliably predict the courts’ or arbitrators' views of the theories asserted in the cases brought against online streaming services under the VPPA, and thus we cannot predict the likely outcome of the claims against ourselves and other streaming services that are defendants in these cases.
We cannot reliably predict the courts’ or arbitrators' views of the theories asserted in the cases brought against online streaming services under the VPPA, and thus we cannot predict the likely outcome of the claims against ourselves and other streaming services that are defendants in 28 these cases.
Our reputation and ability to attract, retain and serve our users is dependent upon the reliable performance and security of our computer systems, mobile and other user applications, and those of third parties that we utilize in our operations.
Our reputation and ability to attract, retain and serve our users is dependent upon the reliable performance and security of our computer systems, mobile and other user applications, and those of third parties that we utilize in 20 our operations.
If we are unable to reach mutually acceptable terms with these organizations, we could become involved in litigation and/or could be enjoined from distributing certain content, which could adversely impact our business.
If we are unable to reach mutually acceptable terms with these organizations, we could become involved in litigation and/or could be enjoined from distributing certain content, which could 17 adversely impact our business.
If we are unable to successfully compete with current and new competitors in providing compelling content, retaining our existing users and attracting new users, our business will be adversely affected. Further, if excessive numbers of users cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate to replace these users with new users.
If we are unable to successfully compete with current and new competitors in providing compelling content, retaining our existing users and attracting new users, our business will be adversely affected. Further, if excessive numbers of users cancel our service, we may elect to incur significantly higher marketing expenditures than we currently anticipate to replace these users with new users.
The payment terms of these agreements are not tied to usage or the size of our user base but may be determined by costs of production or tied to such factors as titles licensed. Such commitments, to the extent estimable under accounting standards, are included in Note 14 - Commitments and Contingencies in the Notes to Consolidated Financial Statements .
The payment terms of these agreements are not tied to usage or the size of our user base but may be determined by costs of production or tied to such factors as titles licensed. Such commitments, to the extent estimable under accounting standards, are included in Note 13 - Commitments and Contingencies in the Notes to Consolidated Financial Statements .
As a result, the information we provide to stockholders will be different than the information that is available with respect to other public companies. For example, in the proxy statement for the 2024 Annual Meeting, we will not include all of the executive compensation related information that would be required if we were not an emerging growth company.
As a result, the information we provide to stockholders will be different than the information that is available with respect to other public companies. For example, in the proxy statement for the 2025 Annual Meeting, we will not include all of the executive compensation related information that would be required if we were not an emerging growth company.
If our efforts to build a strong brand identity and improve user satisfaction and loyalty are not successful, we may not be able to attract or retain users, and our operating results may be adversely affected. The CuriosityStream brand is only nine years old, and we must continue to build a strong brand identity.
If our efforts to build a strong brand identity and improve user satisfaction and loyalty are not successful, we may not be able to attract or retain users, and our operating results may be adversely affected. The CuriosityStream brand is only ten years old, and we must continue to build a strong brand identity.
If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, 33 Table of Contents investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities.
If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities.
If U.S. or non-U.S. tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted. 25 Table of Contents In particular, taxing authorities in many jurisdictions have targeted online platforms as a means to collect indirect taxes in connection with transactions taking place over the internet.
If U.S. or non-U.S. tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted. In particular, taxing authorities in many jurisdictions have targeted online platforms as a means to collect indirect taxes in connection with transactions taking place over the internet.
If we are not able to manage the growing complexity of our business in an efficient manner, including improving, refining or revising our systems and operational practices related to our operations and content development, our business may be adversely affected. 9 Table of Contents Our business could be adversely impacted by costs and challenges associated with strategic acquisitions and investments, including joint ventures.
If we are not able to manage the growing complexity of our business in an efficient manner, including improving, refining or revising our systems and operational practices related to our operations and content development, our business may be adversely affected. Our business could be adversely impacted by costs and challenges associated with strategic acquisitions and investments, including joint ventures.
We may be unable to attain a level of cash flows from operating activities or maintain the level of liquidity sufficient to permit us to pay our obligations, including amounts due under our streaming content obligations, and the principal, premium, if any, and interest on any debt we incur.
However, we may be unable to sustain a level of cash flows from operating activities or maintain the level of liquidity sufficient to permit us to pay our obligations, including amounts due under our streaming content obligations, and the principal, premium, if any, and interest on any debt we incur.
The stockholder parties also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. 28 Table of Contents We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.
The stockholder parties also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.
In addition, the use or adoption of new and emerging technologies may increase our exposure to intellectual property claims, and the availability of copyright and other intellectual property protection for artificial 18 Table of Contents intelligence-generated material is uncertain.
In addition, the use or adoption of new and emerging technologies may increase our exposure to intellectual property claims, and the availability of copyright and other intellectual property protection for artificial intelligence-generated material is uncertain.
If our branding efforts are not successful, however, our ability to attract and retain users will be adversely affected, which may negatively impact our future operating results. 11 Table of Contents We may be unable to compete successfully against current and future competitors, and competitive pressures could harm our business and prospects.
If our branding efforts are not successful, however, our ability to attract and retain users will be adversely affected, which may negatively impact our future operating results. We may be unable to compete successfully against current and future competitors, and competitive pressures could harm our business and prospects.
If the content providers and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability to deliver particular items of content to our subscribers will be adversely affected and/or our costs could increase.
If the content providers and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability to deli ver particular items of content to our SVOD subscribers will be adversely affected and/or our costs could increase.
Failure to comply with these obligations could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses. 31 Table of Contents Our reputation and relationships with users would be harmed if our user data, particularly billing data, were to be accessed by unauthorized persons.
Failure to comply with these obligations could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses. 29 Our reputation and relationships with users would be harmed if our user data, particularly billing data, were to be accessed by unauthorized persons.
In connection with licensing content, we typically enter into multi-year commitments with content providers. We also enter into multi-year commitments for content that we produce, either directly or through third parties, including elements associated with these productions such as non-cancellable commitments under talent agreements.
We also enter into multi-year commitments for content that we produce, either directly or through third parties, including elements associated with these productions such as non-cancellable commitments under talent agreements.
Since our inception, we have incurred significant operating losses, and as of December 31, 2023, we had an accumulated deficit of $290.0 million. Given the significant operating and capital expenditures associated with our business plan, we anticipate continuing to incur net losses for the foreseeable future.
Since our inception, we have incurred significant operating losses, and as of December 31, 2024, we had an accumulated deficit of $308.4 million. Given the significant operating and capital expenditures associated with our business plan, we anticipate continuing to incur net losses for the foreseeable future.
Any attempt by hackers to obtain our data (including user and corporate information) or intellectual property (including digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy, expose us to potential liability and damage our reputation. 21 Table of Contents We have implemented certain systems and processes to thwart hackers and protect our data and systems.
Any attempt by hackers to obtain our data (including user and corporate information) or intellectual property (including digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy, expose us to potential liability and damage our reputation.
For example, in 2022, in an attempt to expand our service offerings, we introduced a new, free ad-supported streaming channel on the LG channel platform, Curiosity Now, and our Smart Bundle plan. In addition, we may, from time to time, adjust our membership pricing, our membership plans, or our pricing model itself.
For example, in 2022, in an attempt to expand our service offerings, we introduced our first free ad-supported streaming channel, Curiosity Now, on the LG channel platform as well as our Smart Bundle plan. In addition, we may, from time to time, adjust our subscription pricing, our subscription plans, or our pricing model itself.
Our obligations, including content obligations, may: • make it difficult for us to satisfy our other financial obligations; • limit our ability to use our cash flow, borrow additional funds or obtain other additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments and pay our other obligations when due; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared to our less leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions. 20 Table of Contents The long-term and fixed cost nature of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations.
Our obligations, including content obligations, may: • make it difficult for us to satisfy our other financial obligations; • limit our ability to use our cash flow, borrow additional funds or obtain other additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments and pay our other obligations when due; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared to our less leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions.
These provisions provide for, among other things: • the ability of our Board to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • certain limitations on convening special stockholder meetings; • limiting the ability of stockholders to act by written consent; • providing that our Board is expressly authorized to make, alter or repeal our Bylaws; 29 Table of Contents • the removal of directors only for cause and only upon the affirmative vote of holders of at least a majority of the shares of Common Stock entitled to vote generally in the election of directors; and • that certain provisions may be amended only by the affirmative vote of at least 66.7% of the shares of Common Stock entitled to vote generally in the election of directors.
These provisions provide for, among other things: • the ability of our Board to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • certain limitations on convening special stockholder meetings; • limiting the ability of stockholders to act by written consent; • providing that our Board is expressly authorized to make, alter or repeal our Bylaws; • the removal of directors only for cause and only upon the affirmative vote of holders of at least a majority of the shares of Common Stock entitled to vote generally in the election of directors; and • that certain provisions may be amended only by the affirmative vote of at least 66.7% of the shares of Common Stock entitled to vote generally in the election of directors. 27 These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders.
Our ability to make payments on our obligations and any debt we incur in the future will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. Since inception, our cash flows from operating activities have been negative.
Our ability to make payments on our obligations and any debt we incur in the future will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control.
We may also have to remove content from our service. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our content, marketing activities or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us.
We may also have to remove content from our service. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our content, marketing activities or take other actions to resolve the claims.
If the decline in our share price continues in 2024, we would be required to further test our content assets, finite-lived intangible assets, and equity method investments, which may result in an impairment.
If there was a future decline in our share price, we may be required to further test our content assets, finite-lived intangible assets, and equity method investments, which may result in an impairment.
In addition, we utilize third-party “cloud” computing services in connection with our business operations. We also utilize our own and third-party content delivery networks to help us stream factual entertainment in high volume to CuriosityStream users over the internet.
We also utilize our own and third-party content delivery networks to help us stream factual entertainment in high volume to CuriosityStream users over the internet.
We also periodically choose to discontinue certain operations and business partnerships that we no longer believe are additive or complementary to our business or strategic direction. These initiatives are intended to reduce operating costs [and to strengthen focus on our core business].
We also periodically choose to discontinue certain operations and business partnerships that we no longer believe are additive or 7 complementary to our business or strategic direction. These initiatives are intended to reduce operating costs without loss of productivity.
If we were unable to access all or a significant portion of the amounts we have deposited at financial institutions for any extended period of time, we may not be able to pay our operational expenses or make other payments until we are able to move our funds to accounts at one or more other financial institutions, which process could cause a temporary delay in making payments to our vendors and employees and cause other operational challenges.
If we were unable to access all or a significant portion of the amounts we have deposited at financial institutions for any extended period of time, we may not be able to pay our operational expenses or make other payments until we are able to move our funds to accounts at one or more other financial institutions, which process could cause a temporary delay in making payments to our vendors and employees and cause other operational challenges. 19 We have a substantial amount of obligations, including streaming content obligations, which, together with any debt we may incur in the future, could adversely affect our financial position, and we may not be able to generate sufficient cash to service our obligations.
Our effort to retain and develop personnel may also result in significant additional expenses, which could affect our profitability. In addition, there may be changes in our management team that may be disruptive to our business. In 2022, we experienced the turnover of our Chief Financial Officer and Chief Strategy Officer.
Our effort to retain and develop personnel may also result in significant additional expenses, which could affect our profitability. In addition, there may be changes in our management team that may be disruptive to our business.
We also may face potential liability for content used in promoting our service, including marketing materials. We believe that original programming can help differentiate our service from other offerings, enhance our brand and otherwise attract and retain users. Consequently, we continue to devote resources toward the development, production, marketing and distribution of our original programming.
We believe that original programming can help differentiate our service from other offerings, enhance our brand and otherwise attract and retain users. Consequently, we continue to devote resources toward the development, production, marketing and distribution of our original programming.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. 14 Changes in how we market our service, or increases in our advertising rates, could adversely affect our marketing expenses and user levels may be adversely affected.
For example, a significant portion of advertisers are in the process of moving from purchasing advertisement impressions based on the number of advertisements served by the applicable ad server to a new “viewable” impression standard (based on number of pixels in view and duration) for select products. 15 Table of Contents In the absence of a uniform industry standard, agencies and advertisers have adopted several different measurement methodologies and standards.
For example, a significant portion of advertisers are in the process of moving from purchasing advertisement impressions based on the number of advertisements served by the applicable ad server to a new “viewable” impression standard (based on number of pixels in view and duration) for select products.
RISKS RELATED TO LIQUIDITY We may find it difficult to successfully compete without significant capital investment or loans beyond what is available to us in current and future capital raising efforts.
These actions, if required, may be costly or unavailable on terms acceptable to us. 18 RISKS RELATED TO LIQUIDITY We may find it difficult to successfully compete without significant capital investment or loans beyond what is available to us in current and future capital raising efforts.
If NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market.
We cannot assure you that we will continue to satisfy Nasdaq's continued listing requirements. If NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market.
We face risks, such as unforeseen costs and potential liability, in connection with content we acquire, produce, license and/or distribute through our service. As a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we acquire, produce, license and/or distribute.
As a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we acquire, produce, license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials.
If our competitors gain an advantage by using such technologies, our ability to compete effectively and our results of operations could be adversely impacted. Companies also may enter into business combinations or alliances that strengthen their competitive positions. Companies also may enter into business combinations or alliances that strengthen their competitive positions.
In addition, new technological developments, including the development and use of generative artificial intelligence, are rapidly evolving. If our competitors gain an advantage by using such technologies, our ability to compete effectively and our results of operations could be adversely impacted. Companies also may enter into business combinations or alliances that strengthen their competitive positions.
Given our receipt of personal data in United States, these requirements complicate our operations and make them more expensive to implement. 30 Table of Contents Within the United States, we and several of our competitors have been sued and/or threatened with arbitration under the VPPA, a statute enacted in 1988 to prohibit video rental stores from disclosing customers’ video rental records without the customers’ consent.
Within the United States, we and several of our competitors have been sued and/or threatened with arbitration under the VPPA, a statute enacted in 1988 to prohibit video rental stores from disclosing customers’ video rental records without the customers’ consent.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
As a result, our stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
It is possible that we may never realize the full value of our intangible assets. We regularly review our long-lived assets, including our content assets, goodwill and other finite-lived intangible assets for impairment. Goodwill is subject to impairment review on an annual basis and whenever potential impairment indicators are present.
We regularly review our long-lived assets, including our content assets, goodwill and other finite-lived intangible assets for impairment. Goodwill is subject to impairment review on an annual basis and whenever potential impairment indicators are present. Other long-lived assets, including our content assets, and finite-lived intangible assets are reviewed when there is an indication that an impairment may have occurred.
In addition, there is an increasing focus from regulators, investors, members and other stakeholders on environmental, social, and governance (“ESG”) matters, both in the U.S. and internationally, including the adoption of new disclosure and regulatory frameworks. To the extent the content we distribute and the manner in which we produce content creates ESG related concerns, our reputation may be harmed.
In addition, there is an increasing focus from regulators, investors, members and other stakeholders on environmental, social, and governance (“ESG”) matters, both in the U.S. and internationally, including the adoption of new disclosure and regulatory frameworks.
Moreover, we may incur substantial indebtedness in the future and expect to incur other obligations, including additional streaming content obligations. As of December 31, 2023, we had $0.4 million of total content liabilities as reflected in our consolidated balance sheet. Such amount did not include content commitments that did not meet the criteria for liability recognition.
We have obligations, including streaming content obligations. Moreover, we may incur substantial indebtedness in the future and expect to incur other obligations, including additional streaming content obligations. As of December 31, 2024, we had $0.3 million of total content liabilities as reflected in our consolidated balance sheet.
If too many of our users cancel our service, or if we are unable to attract new users in numbers sufficient to grow our business, our operating results will be adversely affected.
If too many of our users cancel our service, or if we are unable to attract new users in numbers sufficient to grow our business, our operating results will be adversely affected. Further, if excessive numbers of users cancel our service, we may incur higher marketing expenditures than we currently anticipate in order to replace these users with new users.
If our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, as was the case in 2022. Acquisitions also could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.
If our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, as was the case in 2022 and 2023.
In addition, measurement services may require technological integrations, which are still being evaluated by the advertising industry without an agreed-upon industry standard metric.
In the absence of a uniform industry standard, agencies and advertisers have adopted several different measurement methodologies and standards. In addition, measurement services may require technological integrations, which are still being evaluated by the advertising industry without an agreed-upon industry standard metric.
We may or may not be able to accurately predict the ultimate impact on our levels of liquidity from our cash flows and such predictions are subject to change. 19 Table of Contents If we are unable to service our obligations, including any debt we may incur in the future, from cash flows, we may need to refinance or restructure all or a portion of such obligations prior to maturity.
If we are unable to service our obligations, including any debt we may incur in the future, from cash flows, we may need to refinance or restructure all or a portion of such obligations prior to maturity.
The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the video entertainment market. Piracy, in particular, threatens to damage our business. Piracy’s fundamental proposition to consumers is compelling and difficult to compete against, as virtually all content is free.
Through new and existing distribution channels, consumers have increasing options to access video entertainment. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the video entertainment market. Piracy, in particular, threatens to damage our business.
These decisions may not produce the long-term benefits that we expect, in which case, our user growth and engagement, our relationships with advertisers, sponsors and partners, as well as our business, operating results and financial condition could be seriously harmed. 16 Table of Contents We may incur non-cash impairment charges for our content assets, goodwill, other intangible assets and equity method investments which would negatively impact our business, financial condition and operating results.
These decisions may not produce the long-term benefits that we expect, in which case, our user growth and engagement, our relationships with advertisers, sponsors and partners, as well as our business, operating results and financial condition could be seriously harmed.
These and other adjustments we have made or may make in the future may not be well-received by consumers and could negatively impact our ability to attract and retain members, revenues per paying membership, revenue and our 7 Table of Contents results of operations.
These and other adjustments we have made or may make in the future may not be well-received by consumers and could negatively impact our ability to attract and retain subscribers, revenues per paying subscriber, revenue and our results of operations. In addition, we believe that many of our users rejoin our service or originate from word-of-mouth advertising from existing users.
Because we rely heavily on AWS for computing infrastructure and we cannot easily switch our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would impact our operations and our business would be adversely affected. 22 Table of Contents Interruptions or delays in service arising from our own systems or from our third-party vendors could impair the delivery of our service and harm our business.
Because we rely heavily on AWS for computing infrastructure and we cannot easily switch our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would impact our operations and our business would be adversely affected.
However, there can be no assurance that these partners will, or will continue to, engage us for co-productions or commissioned content, or that we will earn the margins that we expect on such projects. 10 Table of Contents If we expand into new markets or increase certain operations in connection with our growth strategies, we may be required to comply with new regulatory requirements that could cause us to incur additional expenses, increase our cost of doing business, impose additional burdens on us or otherwise negatively affect our business.
If we expand into new markets or increase certain operations in connection with our growth strategies, we may be required to comply with new regulatory requirements that could cause us to incur additional expenses, increase our cost of doing business, impose additional burdens on us or otherwise negatively affect our business.
For more information on our content obligations, including those not in our balance sheet, see Note 14 - Commitments and Contingencies in the Notes to Consolidated Financial Statements .
Such amount did not include content commitments that did not meet the criteria for liability recognition. For more information on our content obligations, inc luding those not in our balance sheet, see Note 13 - Commitments and Contingencies in the Notes to Consolidated Financial Statements .
From time to time, we have experienced an unauthorized release of certain digital content assets, however, to date these unauthorized releases have not had a material impact on our service or systems. There is no assurance that cyber incidents may not have a material impact on our service or systems in the future.
We have implemented certain systems and processes to thwart hackers and protect our data and systems. From time to time, we have experienced an unauthorized release of certain digital content assets, however, to date these unauthorized releases have not had a material impact on our service or systems.
Furthermore, if we do not integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated. If an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer. Acquisitions and investments may contribute to fluctuations in our quarterly financial results.
If an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer. Acquisitions and investments may contribute to fluctuations in our quarterly financial results.
While the license periods and the terms and conditions of such licenses vary, a significant portion of our content is subject to license for a given period. As of December 31, 2023, approximately 81% of our SVOD titles were subject to licenses, approximately 39% of which expire in 2024 and approximately 46% of which expire in 2025.
While the license periods and the terms and conditions of such licenses vary, a significant portion of our content is subject to license for a given period.
Any decision by those distributors not to distribute or promote our content or to promote our competitors’ content to a greater extent than they promote our content could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects. 13 Table of Contents If we fail to maintain or, in newer markets establish, a positive reputation with consumers concerning our service and the content we offer, we may not be able to attract or retain users, we may face regulatory scrutiny and our operating results may be adversely affected.
If we fail to maintain or, in newer markets establish, a positive reputation with consumers concerning our service and the content we offer, we may not be able to attract or retain users, we may face regulatory scrutiny and our operating results may be adversely affected.
Of the titles that expire in 2024 and 2025, some may be renewed for a one- or two-year term at our unilateral option.
For example, as of December 31, 2024, approximately 73% of the titles on our CuriosityStream SVOD service were subject to licenses, approximately 49% of which expire in 2025 and approximately 13% of which expire in 2026. Of the titles that expire in 2025 and 2026, some may be renewed for a one- or two-year term at our unilateral option.
We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by AWS. Currently, we run the vast majority of our computing on AWS. In addition, Amazon.com’s retail division competes with us for users, and Amazon.com could use, or restrict our use of, AWS to gain a competitive advantage against us.
We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by AWS. Currently, we run the vast 21 majority of our computing on AWS.
The carrying amounts of our content assets and finite-lived intangible assets are susceptible to impairment risk if there are unfavorable changes in such assumptions, estimates and market factors.
The carrying amounts of our content assets and finite-lived intangible assets are susceptible to impairment risk if there are unfavorable changes in such assumptions, estimates and market factors. To the extent that business conditions deteriorate or key assumptions and estimates differ significantly from our management’s expectations, it may be necessary to recognize additional impairment charges in the future.
Changes in how we market our service, or increases in our advertising rates, could adversely affect our marketing expenses and user levels may be adversely affected. We utilize a broad mix of marketing and public relations programs, including social media sites, to promote our service to potential new users.
We utilize a broad mix of marketing and public relations programs, including social media sites, to promote our service to potential new users.
Any significant disruption to our service or access to our systems could result in a loss of users, liability and adversely affect our business and results of operations. We utilize our own communications and computer hardware systems located either in our facilities or in those of a third-party web hosting provider.
We utilize our own communications and computer hardware systems located either in our facilities or in those of a third-party web hosting provider. In addition, we utilize third-party “cloud” computing services in connection with our business operations.
We have executed a number of distribution and licensing agreements with MVPDs, vMVPDs and digital distributors including Amazon.com, YouTube TV, Roku, Comcast, Cox Communications, Sling TV, Dish and others, as well as with our Bundled Distribution partners, including Multichoice, FuboTV and Izzi, among others. 12 Table of Contents The future performance of our distribution partners under these distribution agreements is uncertain and we can provide no assurance that our distribution partners can generate the number of paying subscribers to our SVOD service in an amount adequate to produce the revenue required to maintain business operations.
The future performance of our distribution partners under these distribution agreements is uncertain and we can provide no assurance that our distribution partners can generate the number of paying subscribers to our SVOD service in an amount adequate to produce the revenue required to maintain business operations.
We are an “emerging growth company,” as defined in the JOBS Act, and may remain an emerging growth company for up to five years following our initial public offering.
We are an “emerging growth company,” as defined in the JOBS Act, and may remain an emerging growth company until December 31, 2025, which is the last day of the fiscal year following the fifth anniversary of our 26 initial public offering.
To the extent that network operators are able to provide preferential treatment to their data as opposed to ours or otherwise implement discriminatory network management practices, our business could be negatively impacted. 23 Table of Contents We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition.
We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition.
Our insurance may not cover expenses related to such disruptions, losses or unauthorized access. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to implement and may limit the functionality of or otherwise negatively impact our service offering and systems.
Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to implement and may limit the functionality of or otherwise negatively impact our service offering and systems. Any significant disruption to our service or access to our systems could result in a loss of users, liability and adversely affect our business and results of operations.
Changes in competitive offerings for video entertainment, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business. The market for video entertainment is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have increasing options to access video entertainment.
To the extent the content we distribute and the manner in which we produce content creates ESG related concerns, our reputation may be harmed. 13 Changes in competitive offerings for video entertainment, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business. The market for video entertainment is intensely competitive and subject to rapid change.
Some competitors are able to devote substantially more resources to website and systems development or to investments or partnerships. We may be unable to compete successfully against current and future competitors, and competitive pressures could harm our business and prospects.
Some competitors are able to devote substantially more resources to website and systems development or to investments or partnerships.
If we are unable to successfully or profitably compete with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share and revenues or achieve profitability. 14 Table of Contents If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business or incur greater operating expenses.
If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business or incur greater operating expenses.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe ongoing improvement of our cybersecurity measures is overseen by our Vice President of Engineering, who is part of our Chief Operating Officer organization and manages the Information Technology team, and the designated Data Security Coordinator, encompassing regular program reviews, risk assessments, and employee training sessions to fortify our proactive security posture.
Biggest changeAs part of our Chief Operating Officer organization, he manages the Information Technology team and the designated Data Security Coordinator, ensuring regular program reviews, risk assessments, and employee training sessions to strengthen our proactive security posture. We do not employ or engage any third parties for cybersecurity consulting or monitoring, aside from technical support teams from our application vendors.
Our security infrastructure includes advanced tools and protocols, such as firewall protections, secure user authentication, and up-to-date antivirus and internet security software, which we believe are fundamental components of our operational protocols designed to mitigate vulnerabilities and efficiently address security incidents. We also assess and manage cybersecurity risks associated with our third-party service providers.
Our security infrastructure includes advanced tools and protocols, such as firewall protections, secure user authentication, and up-to-date 31 antivirus and internet security software, which we believe are fundamental components of our operational protocols designed to mitigate vulnerabilities and efficiently address security incidents. We also assess and manage cybersecurity risks associated with our third-party service providers.
We remain vigilant and are not currently aware of any threats that pose a material risk. We believe our detailed incident response procedures enable us to effectively manage and mitigate the impacts of security breaches. Continuous monitoring and post-incident analysis further refine our security strategies, enhancing our protective measures.
We believe our detailed incident response procedures enable us to effectively manage and mitigate the impacts of security breaches. Continuous monitoring and post-incident analysis further refine our security strategies, enhancing our protective measures.
We do not employ or engage any third parties to assist with cybersecurity consulting or monitoring other than technical support teams from our application vendors. In the normal course of business, we proactively manage and monitor cybersecurity activities. To date, these efforts have successfully prevented any incidents that could materially affect our business strategy, operational results, or financial condition.
In the normal course of business, we proactively manage and monitor cybersecurity activities. To date, these efforts have successfully prevented any incidents that could materially affect our business strategy, operational results, or financial condition. We remain vigilant and are not currently aware of any threats that pose a material risk.
We require the implementation of security measures that align with our established security policies and protocols as well as compliance with applicable legal requirements.
We require the implementation of security measures that align with our established security policies and protocols as well as compliance with applicable legal requirements. The ongoing improvement of our cybersecurity measures is overseen by our Vice President of Engineering, who has 17 years of experience in software and security, along with a bachelor's degree in Computer Engineering.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal operational offices are located in Silver Spring, Maryland, where we lease approximately 15,500 square feet of office space, under a lease expiring in February 2033, pursuant to which we currently pay approximately $45,000 per month escalating annually to $57,000 per month through the end of the lease term.
Biggest changeITEM 2. PROPERTIES Our principal operational office is located in Silver Spring, Maryland, where we lease approximately 15,500 square feet of office space under a lease expiring in February 2033, pursuant to which we currently pay approxima tely $50,000 per m onth escalating annually to $57,000 per month through the end of the lease term.
We believe that this facility is adequate to meet our current and near-term needs. 34 Table of Contents Our computing needs are primarily serviced from our cloud infrastructure provided by Amazon Web Services. We retain backup copies of our content on our own data center infrastructure. The backup sites enable additional fault tolerance and will support our continued growth.
We believe that this facility is adequate to meet our current and near-term needs. Our computing needs are primarily serviced from our cloud infrastructure provided by Amazon Web Services. We retain backup copies of our content on our own data center infrastructure. The backup sites enable additional fault tolerance and will support our continued growth.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe 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 4. MINE SAFETY DISCLOSURES Not applicable. 35 Table of Contents PART II
Biggest changeWe 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 4. MINE SAFETY DISCLOSURES Not applicable. 32 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn March 13, 2024, the Board declared a regular quarterly cash dividend of $0.025 per share of Common Stock, equivalent to $0.10 per share of Common Stock on an annual basis. The first cash dividend will be paid on April 30, 2024, to all holders of record of Common Stock at the close of business on April 12, 2024.
Biggest changeDIVIDENDS On November 5, 2024, the Board declared the cash dividend of $0.025 per share to be paid on March 28, 2025, to all holders of record of Common Stock at the close of business on March 14, 2025. On January 30, 2025, the Board increased the dividend from $0.025 per share to $0.030 per share.
The actual number of holders of our Common Stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of our Common Stock are held in street name by banks, brokers and other nominees. RECENT SALES OF UNREGISTERED EQUITY SECURITIES None. USE OF PROCEEDS Not Applicable. ISSUER PURCHASES OF EQUITY SECURITIES None.
The actual number of holders of our Common Stock is greater than this number of record holders and includes stockholders who are benefici al owners but whose shares of our Common Stock are held in street name by banks, brokers and other nominees. RECENT SALES OF UNREGISTERED EQUITY SECURITIES None.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our Common Stock and Warrants are traded on NASDAQ under the symbols “CURI” and “CURIW,” respectively. DIVIDENDS We have not declared or paid any cash dividends on our Common Stock from the time we incorporated through December 31, 2023.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our Common Stock and Warrants are traded on NASDAQ under the symbols “CURI” and “CURIW,” respectively.
HOLDERS As of March 18, 2024, there were approximatel y 206 hol ders of record of our Common Stock, and 9 holders of record of our Warrants.
HOLDERS As of March 5, 2025, there were approximately 210 holders of record of our Common Stock, and 32 holders of record of our Warrants.
Added
Subsequently, on March 10, 2025, the Board further increased the dividend to $0.040 per share for an expected aggregate amount of $2.3 million. Subject to future declaration by our Board, we intend to continue to pay regular quarterly cash dividends.
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USE OF PROCEEDS Not Applicable. 33 ISSUER PURCHASES OF EQUITY SECURITIES The following table provides information regarding the purchases made by the Company of its Common Stock during the three months ended December 31, 2024: (a) (b) (c) (d) Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs* October 1 to October 31, 2024 0 $ — — 3,805,000 November 1 to November 30, 2024 20,000 1.58 20,000 3,785,000 December 1 to December 31, 2024 700 1.6 700 3,784,300 Total 20,700 20,700 * On June 10, 2024, our Board authorized and approved a share repurchase program for up to $4 million of the then-outstanding shares of our Common Stock.
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Under the stock repurchase program, we may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws. The stock repurchase program does not have an expiration date and may be modified, suspended, or discontinued at any time at the Company’s discretion.
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The Company had no other repurchase plans or programs during the period covered by the table above.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information regarding our equity compensation plans at December 31, 2024: (a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 26,986 (Stock Options) + 2,060,920 (RSUs) $5.00 (Weighted-Average Exercise Price for Options) 974,473 Equity compensation plans not approved by security holders None N/A N/A Total 2,087,906 $5.00 (for options only) 974,473 ITEM 6. [RESERVED] 34

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThrough new and long-standing international partnerships, we have localized a large portion of our video library from English to ten different languages. 37 Table of Contents RESULTS OF OPERATIONS The following table represents a summary of our Consolidated Statements of Operations for the years ended December 31, 2023, and 2022, and the discussion that follows compares the financial results for year ended December 31, 2023, to the year ended December 31, 2022: Year Ended December 31, $ Change % Change (in thousands) 2023 2022 Revenues Direct Business $ 34,592 61 % $ 34,120 44 % $ 472 1.4 % Content Licensing 14,047 25 % 24,691 32 % (10,644) (43 %) Bundled Distribution 6,316 11 % 11,726 15 % (5,410) (46 %) Enterprise 141 — % 5,520 7 % (5,379) (97 %) Other 1,793 3 % 1,986 3 % (193) (10 %) Total revenues $ 56,889 100 % $ 78,043 100 % $ (21,154) (27 %) Operating expenses Cost of revenues $ 35,553 35 % $ 51,536 39 % (15,983) (31 %) General and administrative 29,447 29 % 37,479 28 % (8,032) (21 %) Advertising and marketing 17,390 17 % 40,709 31 % (23,319) (57 %) Impairment of content assets 18,970 19 % — 0 % 18,970 n/m* Impairment of goodwill and intangible assets — — % 3,603 3 % (3,603) n/m* Total operating expenses $ 101,360 100 % $ 133,327 100 % $ (31,967) (24 %) Operating loss (44,471) (55,284) 10,813 (20 %) Other income (expense) Change in fair value of warrant liability 213 5,404 (5,191) (96 %) Interest and other income 1,272 176 1,096 623 % Equity interests loss (5,404) (846) (4,558) 539 % Loss before income taxes $ (48,390) $ (50,550) $ 2,160 (4 %) Provision for income taxes 506 367 139 38 % Net loss $ (48,896) $ (50,917) $ 2,021 (4 %) * Percentage not meaningful Operating loss for the years ended December 31, 2023, and 2022, was $44.5 million and $55.3 million, respectively.
Biggest changeThe Company also aggregates rights to hundreds of thousands of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies. 35 RESULTS OF OPERATIONS The following table represents a summary of our Consolidated Statements of Operations for the years ended December 31, 2024, and 2023, and the discussion that follows compares the financial results for year ended December 31, 2024, to the year ended December 31, 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Revenues Direct Business $ 38,592 75 % $ 34,976 61 % $ 3,616 10 % Content Licensing 7,798 15 % 14,047 25 % (6,249) (44 %) Bundled Distribution 3,937 8 % 6,098 11 % (2,161) (35 %) Other 807 2 % 1,768 3 % (961) (54 %) Total revenues $ 51,134 100 % $ 56,889 100 % $ (5,755) (10 %) Operating expenses Cost of revenues $ 25,363 39 % $ 35,553 35 % (10,190) (29 %) Advertising and marketing 14,434 23 % 17,390 17 % (2,956) (17 %) General and administrative 24,670 38 % 29,447 29 % (4,777) (16 %) Impairment of content assets — — % 18,970 19 % (18,970) (100 %) Total operating expenses $ 64,467 100 % $ 101,360 100 % $ (36,893) (36 %) Operating loss (13,333) (44,471) 31,138 (70 %) Other income (expense) Change in fair value of warrant liability (44) 213 (257) *n/m Interest and other income 3,074 1,272 1,802 142 % Equity method investment loss (2,506) (5,404) 2,898 (54 %) Loss before income taxes $ (12,809) $ (48,390) $ 35,581 (74 %) Provision for income taxes 132 506 (374) (74 %) Net loss $ (12,941) $ (48,896) $ 35,955 (74 %) * Percentage not meaningful Operating loss for the years ended December 31, 2024, and 2023, was $13.3 million and $44.5 million, respectively.
OVERVIEW Founded by John Hendricks, founder of the Discovery Channel and former Chairman of Discovery Communications, 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.
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 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.
We have affiliate agreement relationships with, and our service is available directly from major MVPDs that include Comcast, Cox, and Dish, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, Roku Channel, Sling TV and YouTube TV.
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.
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.
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.
Bundled Distribution Our Bundled Distribution business includes affiliate relationships with our Bundled MVPD Partners and vMVPDs, 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 video-on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber.
Bundled Distribution Our Bundled Distribution business includes affiliate relationships with our Bundled MVPD and vMVPD partners, 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 video-on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber.
We continuously monitor the creditworthiness of the financial institutions and money market fund asset managers with whom we invest our funds, and we maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term and long term.
We regularly monitor the creditworthiness of the financial institutions and money market fund asset managers with whom we invest our funds, and we maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term and long term.
The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) 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.
The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) and digital distributor partners making up our Partner Direct pay us a license fee for individuals who subscribe to CuriosityStream via the partners’ respective platforms.
These costs consist largely of compensation expense, subscriptions that support our business, professional services, licenses and rent.
These costs consist largely of compensation expense, subscriptions that support our business, professional services, and rent.
We seek to meet demand for high-quality factual entertainment via 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.
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.
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 December 31, 2023, we had no off-balance sheet arrangements.
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 December 31, 2024, we had no off-balance sheet arrangements.
In the future, we hope to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above. We believe the impressions accumulated in these multi-faceted campaigns would roll up to verifiable metrics for the clients.
In the future, we hope to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above. We believe the impressions accumulated in these multi-faceted campaigns would result in verifiable metrics for the clients.
Other We provide advertising and sponsorships services through developing integrated digital brand partnerships designed to offer the chance to be associated with CuriosityStream content in a variety of forms, including short- and long-form program integration; branded social media promotional videos; broadcast advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall; and our increasing focus on digital display ads while delivering our content through advertising-based video-on-demand (AVOD), transactional video-on-demand (TVOD), free advertising-supported streaming television (FAST), YouTube and other similar distribution channels.
Other We provide advertising and sponsorships services through developing integrated digital brand partnerships designed to offer CuriosityStream content in a variety of forms, including short- and long-form program integration; branded social media promotional videos; broadcast advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall; and our increasing focus on digital display ads while delivering our content through advertising-based video-on-demand (AVOD), free advertising-supported streaming television (FAST), YouTube and other similar distribution channels.
Presales declined by 88% as we began to focus more on acquiring content for lower investment cost while reducing our overall spending on new content.
Presales declined by 81% as we began to focus more on acquiring content for lower investment cost while reducing our overall spending on new content.
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.
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.
Furthermore, the amortization of produced content is more accelerated than that of licensed content. The Company reviews factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment.
Furthermore, the amortization of produced content is generally accelerated at a higher amortization rate than that of licensed content. The Company reviews factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment.
Equity Method Investment Loss During the year ended December 31, 2023, we recorded a $5.4 million equity interests loss related to the equity investments in the Spiegel Venture and Nebula, compared to a $0.8 million loss in 2022.
Equity Method Investment Loss During the year ended December 31, 2024, we recorded a $2.5 million equity interests loss related to the equity investments in the Spiegel Venture and Nebula, compared to a $5.4 million loss in 2023.
We believe that our current cash levels, including investments in money market funds 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.
We believe that our current cash levels, including investments that are readily convertible to cash, will be adequate to support our ongoing operations, capital expenditures, dividend payments and working capital for at least the next twelve months.
For productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. Amortization of content assets is reported within “Cost of revenues” in the consolidated statements of operations.
For productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. 43 Amortization of content assets is reported within Cost of revenues in the consolidated statements of operations.
While these costs may fluctuate based on advertising and marketing objectives, we generally focus marketing dollars on efficient customer acquisition methods. For the year ended December 31, 2023, advertising and marketing expenses decreased to $17.4 million from $40.7 million in 2022.
While these costs may fluctuate based on adver tising and marketing objectives, we generally focus marketing dollars on efficient customer acquisition methods. For the year ended December 31, 2024, advertising and marketing expenses decreased to $14.4 million from $17.4 million in 2023.
For the year ended December 31, 2023, Content Licensing reflected our change in focus as we attempted to acquire content for lower costs during the year. Library sales were higher by 91%, due mostly to trade and barter transactions whereby we licensed our content to counterparties in the media industry and acquired their content for no cash outlay.
For the year ended December 31, 2024, Conte nt Licensing reflected our change in focus as we attempted to acquire content for lower costs during the year. Library sales decreased by 37%, due mostly to trade and barter transactions whereby we licensed our content to counterparties in the media industry and acquired their content for no cash outlay.
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.
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. The Company adopted ASU 2023-07 during the year ended December 31, 2024.
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.
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.
The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers. Enterprise. The Company's 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.” License Fees Content Licensing.
The Company's 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.” License Fees Content Licensing.
Accounting Pronouncements Issued but not Adopted 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.
Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.
This decline was primarily driven by declines in Content Licensing, Enterprise services and Bundled Distribution of $10.6 million, $5.4 million and $5.4 million, respectively, while our Direct Business revenue increased by $0.5 million or approximately 1%.
This decline was primarily driven by declines in Content Licensing and Bundled Distribution of $6.2 million, and $2.2 million, respectively, while our Direct Business revenue increased by $3.6 million or approximately 10%.
For licensed content, 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.
The Company recognizes its content assets as Content assets, net on the consolidated balance sheets. For licensed content, 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.
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. ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 49 Table of Contents
ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 46
Revenue Since the Company was founded in 2015, we have generated the majority of our revenues from consumers directly accessing our content in the form of monthly or annual subscription plans. 38 Table of Contents For the years ended December 31, 2023, and 2022, revenues totaled $56.9 million and $78.0 million, respectively, a decrease of $21.2 million, or 27%.
Revenue Since the Company was founded in 2015, we have generated the majority of our revenues from consumers directly accessing our content in the form of monthly or annual subscription plans. 36 For the years ended December 31, 2024, and 2023, revenues totaled $51.1 million and $56.9 million, respectively, a decrease of $5.8 million, or 10%.
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, major smart TV brands (e.g., LG, Vizio, Samsung) and gaming consoles.
Our O&O Consumer Service is available in more than 175 countries to any household with a broadband connection. 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, major smart TV brands (e.g., LG, Vizio, Samsung) and gaming consoles.
While personnel levels may fluctuate based on our needs, we tend to focus on hiring and retaining revenue-generating personnel, such as sales staff and roles that support the improvement, maintenance and marketing of our different revenue streams. 41 Table of Contents The following table details general and administrative costs for the years ended December 31, 2023, and 2022: Year Ended December 31, $ Change % Change (in thousands) 2023 2022 Payroll and related $ 12,186 41 % $ 15,016 40 % $ (2,830) (19 %) Professional services 6,295 21 % 8,145 22 % (1,850) (23 %) Stock-based compensation 3,999 14 % 6,644 18 % (2,645) (40 %) Restructuring 1 819 3 % — — % 819 n/m 2 Other 3 6,148 21 % 7,674 20 % (1,526) (20 %) Total general and administrative $ 29,447 100 % $ 37,479 100 % (8,032) (21 %) 1 Comprised primarily of severance and workforce optimization costs resulting from a December 2023 reduction in workforce. 2 Percentage not meaningful. 3 Includes facilities costs, depreciation and amortization, insurance, technology and subscriptions, travel and other expenses.
While personnel levels may fluctuate based on our needs, we tend to focus on hiring and retaining revenue-generating personnel, such as sales staff and roles that support the improvement, maintenance and marketing of our different revenue streams. 39 The following table details general and administrative costs for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Payroll and related $ 10,515 43 % $ 12,186 41 % $ (1,671) (14 %) Professional services 3,147 13 % 6,295 21 % (3,148) (50 %) Stock-based compensation 6,568 27 % 3,999 14 % 2,569 64 % Restructuring 1 207 1 % 819 3 % (612) n/m 2 Other 3 4,233 17 % 6,148 21 % (1,915) (31 %) Total general and administrative $ 24,670 100 % $ 29,447 100 % $ (4,777) (16 %) 1 Comprised primarily of severance and workforce optimization costs resulting from a December 2023 reduction in workforce. 2 Percentage not meaningful. 3 Includes facilities costs, depreciation and amortization, insurance, technology and subscriptions, travel and other expenses.
The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding fees for the third-party platforms as an expense. The Company is the principal in these relationships as it has control over providing the customer with access to the third-party platforms and the determination of the Smart Bundle pricing. Direct-to-Consumer - App Services.
The Company is the principal in these relationships as it has control over providing the customer with access to the third-party platforms and the determination of the Smart Bundle pricing. 44 Direct-to-Consumer - App Services. The Company also earns subscription revenues through its App Services.
The decline in operating loss of $10.8 million, or 20%, primarily resulted from the decreases to our operating expenses of $32.0 million, or 24%, which more than offset the decline in revenues of $21.2 million, or 27%, for the year ended December 31, 2023, compared to the year ended December 31, 2022.
The decline in operating loss of $31.1 million, or 70%, primarily resulted from the decreases to our operating expenses of $36.9 million, or 36%, which more than offset the decline in revenues of $5.8 million, or 10%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
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.
See Note 9 - Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail. 45 Accounting Pronouncements Issued but not Adopted 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.
CuriosityStream’s award-winning content library features more than 17,000 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.
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.
The following table details cost of revenues for the years ended December 31, 2023, and 2022: Year Ended December 31, $ Change % Change (in thousands) 2023 2022 Content amortization $ 22,905 64 % $ 39,291 76 % $ (16,386) (42 %) Other * 12,648 36 % 12,245 24 % $ 403 3 % Total cost of revenues $ 35,553 100 % $ 51,536 100 % $ (15,983) (31 %) * Includes commissions, distribution, production and broadcast, promotions and sponsorships, and other expenses.
The following table details cost of revenues for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Content amortization $ 19,130 75 % $ 22,905 64 % $ (3,775) (16 %) Other * 6,233 25 % 12,648 36 % (6,415) (51 %) Total cost of revenues $ 25,363 100 % $ 35,553 100 % $ (10,190) (29 %) * Includes commissions, distribution, production and broadcast, promotions and sponsorships, and other expenses.
As previously discussed, we began entering into trade and barter transactions in the second quarter of 2023 primarily for the purpose of exchanging content assets through licensing agreements with media counterparties.
As previously discussed, we began entering into trade and barter transactions in the second quarter of 2023 primarily for the purpose of exchanging content assets through licensing agreements with media counterparties. Our use of these transactions has enabled us to acquire quality content that we can monetize through various distribution channels while preserving our liquidity.
RECENT ACCOUNTING PRONOUNCEMENTS The JOBS Act allows the Company, as an EGC, to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies.
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 s uch pronouncements are applicable to private companies.
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.
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"). We operate our business as a single operating segment that provides premium content through multiple channels, including the use of various applications, partnerships and affiliate relationships.
The following table presents a summary of our cash flows from operating activities for the years ended December 31, 2023, and 2022: Year Ended December 31, (in thousands) 2023 2022 Net loss (48,896) (50,917) Adjustments to reconcile net loss to net cash used in operating activities Change in fair value of warrant liability (213) (5,404) Additions to content assets (18,316) (34,771) Change in content liabilities (2,455) (6,822) Amortization of content assets 22,905 39,291 Impairment of content assets, goodwill and intangible assets 18,970 3,603 Stock-based compensation 3,999 6,644 Equity interests loss 5,404 846 Other non-cash items 1,003 3,031 Changes in operating assets and liabilities 1,427 4,976 Net cash used in operating activities (16,172) (39,523) During the years ended December 31, 2023, and 2022, we recorded a net cash outflow from operating activities of $16.2 million and $39.5 million, respectively, or a decline in outflow in 2023 of $23.4 million, or 59%.
The following table presents a summary of our cash flows from operating activities for the years ended December 31, 2024, and 2023: Year Ended December 31, (in thousands) 2024 2023 Net loss $ (12,941) $ (48,896) Adjustments to reconcile net loss to net cash used in operating activities Change in fair value of warrant liability 44 (213) Additions to content assets (5,698) (18,316) Change in content liabilities (125) (2,455) Amortization of content assets 19,130 22,905 Impairment of content assets and intangible assets — 18,970 Stock-based compensation 6,568 3,999 Equity method investment loss 2,506 5,404 Other non-cash items 475 1,003 Changes in operating assets and liabilities (1,808) 1,427 Net cash provided by (used in) operating activities $ 8,151 $ (16,172) During the years ended December 31, 2024, our net cash inflow from operating activities was $8.2 million compared to net cash used in operating activities of $16.2 million for 2023, an increase in operating cash outflow of of $24.3 million.
Payments for content, including additions to content assets and the changes in related liabilities, are classified within “Net cash used in operating activities” on the consolidated statements of cash flows.
Payments for content, including additions to content assets and the changes in related liabilities, are classified within Net cash provided by (used in) operating activities on the consolidated statements of cash flows. Content acquired or licensed through trade and barter transactions is also reported within additions to content assets.
Income Taxes For the years ended December 31, 2023, and 2022, we had a provision for income taxes of $0.5 million and $0.4 million, respectively, due to generating losses before income taxes in each year. The provision for income taxes is primarily related to foreign withholding income taxes.
The decrease in losses is primarily due to the $2.0 million impairment charge recorded by the Company to its investment in Spiegel Venture during the year ended December 31, 2023. 40 Income Taxes For the years ended December 31, 2024, and 2023, we had a provision for income taxes of $0.1 million and $0.5 million , respectively, due to generating losses before income taxes in each year.
Producing and co-producing content and commissioned content is generally more costly than content acquired through licenses. Distribution fees include payment processing fees and revenue share arrangements with Smart Bundle and digital distributor partners, as well as fees owed to the Spiegel Venture related to our German SVOD service.
Distribution fees include payment processing fees and revenue share arrangements with Smart Bundle and digital distributor partners, as well as fees owed to the Spiegel Venture related to JV's streaming service.
Our use of these transactions has enabled us to acquire quality content that we can monetize through various distribution channels while preserving our liquidity. 43 Table of Contents Cash Flow Analysis The following table presents our cash flows from operating, investing and financing activities for the years ended December 31, 2023 and 2022: Year Ended December 31, (in thousands) 2023 2022 Net cash used in operating activities $ (16,172) $ (39,523) Net cash provided by investing activities 14,003 62,701 Net cash used in financing activities (123) (218) Net (decrease) increase in cash, cash equivalents and restricted cash $ (2,292) $ 22,960 Operating Activities Cash flow from operating activities primarily consists of net losses, changes to our content assets (including additions and amortization), and other working capital items.
Cash Flow Analysis The following table presents our cash flows from operating, investing and financing activities for the years ended December 31, 2024, and 2023: Year Ended December 31, (in thousands) 2024 2023 Net cash provided by (used in) operating activities $ 8,151 $ (16,172) Net cash (used in) provided by investing activities (31,405) 14,003 Net cash used in financing activities (7,010) (123) Net (decrease) in cash, cash equivalents and restricted cash $ (30,264) $ (2,292) Operating Activities Cash flow from operating activities primarily consists of net losses, changes to our content assets (including additions and amortization), and other working capital items.
This was partially offset by noncash items such as amortization of content assets of $22.9 million, impairment of content assets of $19.0 million, stock-based compensation of $4.0 million and equity method investment loss of $5.4 million. Additionally, the change in accounts receivable was $6.1 million.
This amount reflected noncash items such as amortization of content assets, stock-based compensation and equity method investment loss of $22.9 million, $4.0 million and $5.4 million, respectively.
Access to its SVOD platform on a subscription basis either directly or through a partner, whereby the performance obligation is satisfied as access is provided following any free trial period; 2. Access to the Company’s content assets, whereby the performance obligation is satisfied as access to the content is provided; and 3.
Refer to Note 4 - Balance Sheet Components for further discussion of the results of these analyses. Revenue Recognition The Company’s performance obligations include: 1. Access to its SVOD platform on a subscription basis either directly or through a partner, whereby the performance obligation is satisfied as access is provided following any free trial period; 2.
Professional services costs also declined 23% as we streamlined various outside services during the year and brought certain finance and operations functions internal. Impairment of Content Assets, Goodwill and Intangible Assets The Company’s primary business model is subscription-based as opposed to a model based on generating revenues at a specific title level.
Impairment of Content Assets and Intangible Assets The Company’s primary business model is subscription-based as opposed to a model based on generating revenues at a specific title level.
The following table details our Content Licensing results for the years ended December 31, 2023, and 2022: Year Ended December 31, $ Change % Change (in thousands) 2023 2022 Library sales* $ 11,739 84 % $ 6,131 25 % $ 5,608 91 % Presales 2,308 16 % 18,560 75 % (16,252) (88 %) Total Content Licensing $ 14,047 100 % $ 24,691 100 % $ (10,644) (43 %) * The 2023 amount includes $9.9 million from trade and barter transactions.
The following table details our Content Licensing results for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Library sales* $ 7,357 94 % $ 11,739 84 % $ (4,382) (37 %) Presales 441 6 % 2,308 16 % (1,867) (81 %) Total Content Licensing $ 7,798 100 % $ 14,047 100 % $ (6,249) (44 %) * Amounts includes $4.5 million and $9.9 million from trade and barter transactions for the years ended December 31, 2024 and 2023 respectively.
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.
We have experienced significant net losses since our inception, and while we generate positive cash flow from operating activities, we anticipate that we will continue to incur net losses due to the investments needed to support our business plan.
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.
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.
Licenses of specific program titles, whereby the performance obligation is satisfied as that content is made available for the customer to use. Subscriptions Direct-to-Consumer - O&O Consumer Service. The Company generates revenue from subscription fees from its O&O Consumer Service. CuriosityStream subscribers enter into month-to-month or annual subscriptions with the Company.
Access to the Company’s content assets, whereby the performance obligation is satisfied as access to the content is provided; and 3. Licenses of specific program titles, whereby the performance obligation is satisfied as that content is made available for the customer to use. Subscriptions Direct-to-Consumer - O&O Consumer Service.
Our 2023 cash inflow was primarily due to maturities of investments in debt securities of $15.0 million, offset by our investment in the Spiegel Venture of $1.0 million. For the year ended December 31, 2022, we recorded a net cash inflow from investing activities of $62.7 million.
For the year ended December 31, 2024, we recorded a net cash outflow used in investing activities of $31.4 million. The net cash outflow used in investing activities was solely due to purchases of investments in debt securities. In contrast, for the year ended December 31, 2023, our cash inflows were primarily due to maturities of investments in debt securities.
The impairment charge was applied against the entire balance of goodwill and substantially all of the intangible assets balance. 42 Table of Contents Fair Value of Warrant Liability, Interest and Other Income and Equity Method Investment Loss Change in Fair Value of Warrant Liability The fair value of our warrant liability is estimated using the Black-Scholes valuation model that takes into account a number of economic assumptions, including the market price of our Common Stock and its expected volatility.
Other Income (Expense) Change in Fair Value of Warrant Liability The fair value of our warrant liability is estimated using the Black-Scholes valuation model that takes into account a number of economic assumptions, including the market price of our Common Stock and its expected volatility. Changes in these inputs from period to period may significantly affect changes in fair values.
For more information, see Note 5 - Revenue in the Notes to Consolidated Financial Statements . Direct Business Our Direct Business revenue is derived from consumers subscribing directly through our O&O Consumer Service and App Services and through Partner Direct relationships. Our O&O Consumer Service is available in more than 175 countries to any household with a broadband connection.
For more information, see Note 5 - Revenue in the Notes to Consolidated Financial Statements . Direct Business Our Direct Business revenue is derived from consumers subscribing directly through our owned and operated website (“O&O Consumer Service”), mobile applications developed for iOS and Android operating systems (“App Services”) and through Partner Direct relationships.
We also pre-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 content licensing revenue.
In addition, we license and sublicense hundreds of thousands of content and data assets to companies developing large-language learning models for artificial intelligence products. We also pre-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.
Revenues are presented net of the taxes that are collected from subscribers and remitted to governmental authorities. 47 Table of Contents The Company also provides a Smart Bundle membership that includes access to our standard service, as well as subscriptions to certain third-party platforms.
The Company also provides a Smart Bundle membership that includes access to our standard service, as well as subscriptions to certain third-party platforms. The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding fees for the third-party platforms as an expense.
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.
The Company generates revenue from subscription fees from its O&O Consumer 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.
This decrease was mostly driven by a 42% decline in content amortization due to fewer presale agreements, as discussed above, a reduction in content acquisitions and releases during the year and the content impairment that we recorded in the third quarter of 2023.
For the year ended December 31, 2024, cost of revenues decreased to $25.4 million from $35.6 million, a 29% reduction. This decre ase was mostly driven by a 16% decline in content amortization primarily due to fewer new productions, a reduction in content acquisitions and releases during the year and the content impairment recorded in the third quarter of 2023.
Interest and Other Income For the year ended December 31, 2023, interest and other income increased by $1.1 million, primarily due to our cash and cash equivalents accounts benefiting from higher market interest rates.
Interest and Other Income For the year ended December 31, 2024, interest and other income increased by $1.8 million, primarily due to income recorded for the Company’s Employee Retention Credit (ERC) claim totaling $1 million.
LIQUIDITY AND CAPITAL RESOURCES Liquidity As of December 31, 2023, our cash and cash equivalents, including restricted cash, totaled $38.2 million. Our cash and cash equivalents mainly consist of investments in institutional money market funds and short-term deposits held at major global financial institutions.
Our ca sh and cash equivalents mainly consist of investments and short-term deposits held at major global financial institutions.
Refer to Note 4 - Balance Sheet Components for further discussion. As a result of this analysis, we incurred an impairment charge of $19.0 million related to our content assets for the year ended December 31, 2023. In comparison, no such impairment of content assets was incurred during 2022 .
For a discussion of the accounting policies for content impairment write-down and management estimates involved therein, see Critical Accounting Policies and Estimates below. For the year ended December 31, 2024, no impairment charges were recorded related to our content assets. In comparison, we incurred an impairment charge of $19.0 million in 2023.
Capital Expenditures Going forward, we expect to continue making expenditures for additions to our content assets and purchases of property and equipment, although at a slower rate than in previous periods. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control.
Financing Activities For the years ended December 31, 2024, and 2023, net cash used in financing activities was $7.0 million and $0.1 million, respectively, an increase of $6.9 million primarily due to dividends paid and tax withholding Capital Expenditures Going forward, we expect to continue making expenditures for additions to our content assets and purchases of property and equipment, although at a slower rate than in previous periods.
For the year ended December 31, 2022, net cash used by operating activities was primarily driven by our $50.9 million net loss, $6.4 million addback of net non-cash expenses net of content additions, and $5.0 million of net cash provided by changes in operating assets and liabilities.
Cash used during the year included a $1.8 million change in operating assets and liabilities and additions to content assets and change of content liabilities of $5.7 million and $0.1 million, respectively. For the year ended December 31, 2023, we reported a net loss of $48.9 million.
For the years ended December 31, 2023, and 2022, our Bundled Distribution revenue was $6.3 million and $11.7 million, respectively. This 46% decline was primarily due to the non-renewal of a bundled distribution agreement in the third quarter of 2022.
For the years ended December 31, 2024, and 2023, o ur Bundled Distribution revenue was $3.9 million and $6.1 million, respectively. This 35% decline was primarily the result of revised affiliate agreements and the non-renewal of certain partnerships. Bundled Distribution remains a challenging business given the ongoing disruption in the linear pay television business worldwide.
The components of changes in operating assets and liabilities were primarily attributed to an increase in accounts receivable of $11.9 million and increase in other assets of $3.4 million, partially offset by a decrease in deferred revenue of $8.3 million, increase in accounts payable of $2.7 million and decrease in accrued expenses and other liabilities of $4.6 million. 44 Table of Contents Investing Activities Cash flow from investing activities consists of purchases, sales and maturities of investments, business acquisitions and equity investments and purchases of property and equipment.
Cash used during the year included additions to content assets and changes in content liabilities of $18.3 million and $2.5 million, respectively, and changes in operating assets and liabilities of $1.4 million. 42 Investing Activities Cash flow from investing activities consists of purchases, sales and maturities of investments, business acquisitions and equity investments and purchases of property and equipment.
The following table details our Direct Business for the years ended December 31, 2023, and 2022: Year Ended December 31, $ Change % Change (in thousands) 2023 2022 Direct-to-Consumer: O&O Consumer Service $ 26,502 77 % $ 25,549 75 % $ 953 4 % App Services 3,384 10 % 3,940 12 % (556) (14 %) Total Direct-to-Consumer 29,886 86 % 29,489 86 % 397 1 % Partner Direct Business 4,706 14 % 4,631 14 % 75 2 % Total Direct Business $ 34,592 100 % $ 34,120 100 % $ 472 3 % For the year ended December 31, 2023, our O&O Consumer Service increased by $1.0 million, or 4%, which was partially offset by a decline in App Services of $0.6 million, or 14%.
The following table details our Direct Business for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Direct-to-Consumer $ 31,085 80% $ 29,900 85% $ 1,185 4% Partner Direct 7,260 19 % 4,709 14 % 2,551 54 % Enterprise 247 1 % 367 1 % (120) (33 %) Total Direct Business $ 38,592 100 % $ 34,976 100 % $ 3,616 10 % For the year ended December 31, 2024, our Direct-to-Consumer and Partner Direct revenue increased by $1.2 million, or 4%, and $2.6 million, or 54%, respectively, compared to 2023.
For the years ended December 31, 2023, and 2022, our operating expenses were 101.4 million and 133.3 million, respectively, a decrease of $32.0 million, or 24%. Cost of Revenues Cost of revenues encompasses content amortization, distribution fees, revenue sharing arrangements, hosting and streaming delivery costs, payment processing costs, commission costs, and subtitling and broadcast costs.
Operating Expenses 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. 38 For the years ended December 31, 2024, and 2023, our operating expenses were $64.5 million and $101.4 million, respectively, a decrease of $36.9 million, or 36%.
For the year ended December 31, 2023, general and administrative expenses decreased to $29.4 million from $37.5 million for the year ended December 31, 2022.
For the year ended December 31, 2024, general and administrative expenses decreased to $24.7 million from $29.4 million for the year ended December 31, 2023. This decrease of $4.8 million, or 16%, was primarily the result of lower payroll and related costs and professional services, which declined by $1.7 million and $3.1 million, respectively.
Net loss for the years ended December 31, 2023, and 2022, was $48.9 million and $50.9 million, respectively, a decrease in net loss of $2.0 million, or 4%. The $10.8 million decline in operating loss for 2023 was almost entirely offset by a decline in change in value of warrant liability and an increase in our equity interest loss.
Net loss for the years ended December 31, 2024, and 2023, was $12.9 million and $48.9 million, respectively, a decrease in net loss of $36.0 million, or 74%. This improvement was primarily driven by a $31.1 million reduction in operating loss for 2024, which includes the absence of the $19.0 million impairment of content assets recognized in 2023.
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 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. Enterprise.
This decline was partially offset by an increase in other cost of revenues, resulting mainly from new promotional arrangements that we entered into during the year. Advertising and Marketing Our advertising and marketing expenditures are a primary operating cost for our business.
Additionally, other costs of revenues declined mainly due to a reduction in revenue share arrangements, including our arrangement with Nebula that expired at the end of 2023. Advertising and Marketing Our advertising and marketing expenditures are a primary operating cost for our business.
This decrease of $23.3 million, or 57%, is primarily due to fewer contractual marketing commitments during 2023, as we ended partnerships with significant marketing commitments and refocused on lower-cost paid-marketing campaigns. General and Administrative Our general and administrative costs are associated with certain administrative functions, including corporate governance, executive management, information technology, finance and human resources.
This decrease of 3.0 million, or 17%, reflects our efforts to optimize spending while maintaining our market presence and continuing to invest in strategic initiatives aimed at enhancing subscriber engagement and retention, and driving growth. General and Administrative Our general and administrative costs are associated with certain administrative functions, including corporate governance, executive management, information technology, finance and human resources.
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. 48 Table of Contents Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities in the balance sheet for those leases classified as operating leases under current U.S.
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.
This decrease of $8.0 million, or 21%, was primarily the result of lower stock-based compensation and payroll and related costs of a $2.6 million and $2.8 million, driven by our smaller average workforce size in 2023 as well as reduced incentive compensation.
The reduction in payroll costs was mainly driven by a smaller average workforce size and reduced incentive compensation. Additionally, professional services costs decreased by 50% as we streamlined various external services and brought certain finance and operations functions in-house. Stock-based compensation increased by $2.6 million, reflecting performance-based equity awards granted during the period.
For the year ended December 31, 2023, other revenue was $1.8 million, a decline of $0.2 million or 10% from 2022.
For the year ended December 31, 2024, other revenue was $0.8 million, a decline of $1.0 million or 54% from 2023. These declines were largely due to certain short-term marketing partnerships that we entered into during the early part of 2023, including a campaign that we provided through a trade and barter arrangement that was not renewed in 2024.
Removed
License fees from content licensing arrangements ("Content Licensing"), 3. Bundled license fees from distribution affiliates (“Bundled Distribution”), 4. Subscriber fees from our Enterprise business ("Enterprise"), and 5. Other revenue, including advertising and sponsorships ("Other").
Added
Through new and long-standing international partnerships, substantial portions of our video library have been localized from English into eleven different languages.
Removed
Our library includes: • An extensive catalog of originally produced and owned content of approximately 7,000 short-, mid- and long-form video and audio titles, including Curiosity University recorded lectures that are led by some of the most acclaimed college and university professors in the world. • A rotating catalog of nearly 7,000 internationally licensed videos and audio programs. • More than 6,000 on-demand and ad-free productions available on-demand through our SVOD offerings.
Added
A decrease in equity interests loss and an increase in interest income also contributed to this improvement, while the change in fair value of the warrant liability had a minimal offsetting effect.
Removed
Each week we launch new video titles, which are available on-demand in high- or ultra-high definition.

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