Good afternoon. My name is Briana, and I will be your conference operator today. At this time, I'd like to welcome everyone to the CuriosityStream Second Quarter 2024 Earnings Conference Call. Please note that today's call is being recorded. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] I will now turn the call over to Tia Cudahy, Chief Operating Officer and General Counsel. You may begin your conference.

Welcome to CuriosityStream's discussion of its second quarter 2024 financial results. Leading the discussion today are Clint Stinchcomb, CuriosityStream's Chief Executive Officer; and Brady Hayden, CuriosityStream's Chief Financial Officer. Following management's prepared remarks, we'll be happy to take your questions. But first, I'll review the safe harbor statement. During this call, we may make statements related to our business that are forward-looking statements under the federal securities laws. These statements are not guarantees of future performance, but rather are subject to a variety of risks, uncertainties and assumptions. Our actual results could differ materially from expectations reflected in any forward-looking statements. Please be aware that any forward-looking statements reflect management's current views only, and the company undertakes no obligation to revise or update these statements or to make additional forward-looking statements in the future. For a discussion of the material risks and other important factors that could affect our actual results, please refer to our SEC filings available on the SEC website and on our Investor Relations website, as well as the risks and other important factors discussed in today's press release. Additional information will also be set forth in our quarterly report on Form 10-Q for the quarter ended June 30, 2024, when filed. In addition, reference will be made to non-GAAP financial measures. A reconciliation of these non-GAAP measures to comparable GAAP measures can be found on our website at investors.curiositystream.com. Unless otherwise stated, all comparisons will be against our results for the comparable 2023 period. Now I'll turn the call over to Clint.

Thank you, Tia, and good afternoon, everyone. In addition to Tia, our COO and General Counsel, our CFO, Brady Hayden, is on our call today. I appreciate everyone joining us today for this milestone quarterly report. In light of well-directed hard and efficient work by a tight talent dense team of people. We generated our highest ever quarterly adjusted free cash flow. Specifically, we generated $2.5 million in adjusted free cash flow in the second quarter, a year-over-year improvement of about $7 million, and an over 100% improvement from Q1 2024. This marks our seventh consecutive quarter of adjusted free cash flow improvement. We also increased our top line revenue sequentially. I'm happy to say, and I would like to make it abundantly clear that Curiosity is generating cash. I know that sometimes accounting terms like EBITDA, adjusted EBITDA can be confusing, which is why I'm using this very concrete language about generating cash. Even as we paid a significant dividend, our cash position from Q1 to Q2 increased. We believe we're well positioned to grow top line revenue to generate meaningful adjusted free cash flow and to continue to pay our dividend from surplus cash. In Q2, we increased our direct subscription revenue sequentially and year-over-year. At approximately $10 million in direct revenue for the quarter, our annualized direct revenue alone now exceeds our current annualized operating expenses, including our more variable categories like content and marketing. As we have considerable flexibility around our marketing and content investments, we do have the ability to lever up our marketing and acquisition spend based on seasonality, key promotables and other relevant company and industry dynamics. While our overall licensing and bundled revenue was up slightly sequentially, I would like to note that we did expand into some new categories of licensing…

Thank you, Clint, and good afternoon, everyone. First of all, let me just say that I'm grateful to be taking the reins of the finance organization at such a pivotal time in the company's history. Having successfully reinforced the financial foundation of the company, we are now squarely focused on creating shareholder value through profitable growth and prudent capital allocation. We have already demonstrated clear progress on this journey. In each of the past two quarters, we have increased our cash balances even after returning cash to shareholders through our dividend and share repurchases. And thanks to our strong balance sheet and positive cash flow profile, we see a wealth of possibilities moving forward. As Clint said, we achieved another milestone in the second quarter as adjusted free cash flow of $2.5 million came in at the high end of our guidance range. This also represented the highest quarterly adjusted free cash flow in the company's history, and our seventh straight quarter of sequential improvement in this metric. Revenue for the second quarter was $12.4 million compared to $14.1 million a year ago and near the midpoint of our guidance range. Adjusted EBITDA improved by $5.5 million, and our adjusted free cash flow improved by $6.8 million as we continued our intense focus on the bottom line. Second quarter gross margin of 52% increased from 30% a year ago, driven by lower content amortization as well as significant reductions in our cash based cost of revenues. Our gross margin, excluding content amortization, which really gets at the cash cost of delivering services was 89% in the quarter compared to 75% a year ago. Our largest revenue category in the quarter was our direct business, which generated $9.8 million, up 70% (ph) from a year ago and 3% from the first…

Thank you. We will now open the line for questions. [Operator Instructions] Our first question comes from the line of Laura Martin with Needham & Company. Please go ahead.

Thanks. Okay. So just you gave a long list of the assets you own. Have you thought about doing anything in trying to license the rights that you own to generative AI large language model by chance?

Thank you for that question, Laura. And we have, I think, we started reading about a lot of the publishing agreements that have been entered to over the last three to five months with -- between companies like Google and Reddit and Runway and Getty Images and Microsoft and Informa and OpenAI and Shutterstock. And clearly, there is an interest from many of the generative AI companies in licensing various data sets to train their models. And I would say that we feel really good about the position that we're in as it relates to that. When we consider the scope of assets that we have, we -- well over 100,000 hours of raw footage. We have over 10,000 finished programs. We have 7,000 plus audio programs. We have a lot of code. We have a lot of -- hundreds and hundreds of thousands of images, review questions, test, and a lot of content that we understand is rather appealing. So I think just as we try to negotiate fair and good value exchange with the traditional licensing partners, and we're well aware of the opportunity that exists in licensing for training purposes and I think even down the road for derivative exchanges and other exchanges. So yes, it's certainly something that is -- that we're focused on right now, obviously, not at the exclusion of continuing to grow our direct business, but we really do see that as a meaningful opportunity. And we'll likely talk much more about that on our next call.

Okay. That's super helpful. And then really great cost control. Are you offshoring any of your FTEs?

Well, we are offshoring some of our engineering activity. They're not FTEs. But yeah, we had -- I think we've done -- our Head of Engineering has done a terrific job over the last nine months and really reimagining what that organization should look like, and leveraging just some really talented people around the world.

Okay. So they don't show up at the full time headcount, they're like contractors basically. Is that the idea?

That's right. I mean, we did -- obviously, as part of sort of optimizing the workforce. There were some people who were FTEs whose functions are now replaced by offshore engineers and the like.

Okay. Super helpful. Thank you very much.

Thank you, Laura.

Our next question comes from the line of Jim Goss with Barrington Research. Please go ahead.

All right. Thanks. The first couple of quarters, your revenue comps were down at least a little bit from a year ago and third quarter guidance looks to be the same. Could you talk a little about what's driving that? Obviously, you've made up for with the cost controls. What is behind the revenue declines?

I think if you look actually, Jim, at our cash revenue for 2024, we think that will be -- we think that will actually exceed our cash revenue from 2023 with non-cash revenue in 2023, as do all companies. And I think that -- the good news is, really, we've put some roots in the ground. We put some real, I think, helpful guardrails around various parts of our spending. And we're confident that we're going to continue to grow our direct revenue and continue to grow our licensing revenue. We're trying to be relatively conservative in how we project that today.

Okay. And if you look at -- well, maybe you might update a little on the VIZIO FAST channel, how that is working out and to the extent that JVs are becoming more commonplace, is that one of the areas you're focusing on getting other partnerships that you think could work for you?

Yeah. Thank you for asking that, Jim. It's a great question. And yes, we launched with VIZIO in the U.S. in late June. And I will tell you that just in the last few weeks, we've rolled out our AVOD content with Tubi in the U.K., with Pluto in the U.S. and even with Samsung in several countries in Europe. So as you know, those deals take a long time to do, and then it can take a long time to get your content published or your channel launched even after an agreement is in place. So there's a bit of a lag there. But we're excited about what's happening there and what's possible over time. We even turned on PayTV advertising recently with our PayTV channel in Australia with our partner, Fetch there. So that advertising revenue will continue to grow and will be durable and certainly more predictable than it's been in the past. There's just a pretty healthy lag from getting a deal done with companies and then getting all of the content to them and then having them actually publish it on their platforms. In regard to JVs, I mean, well, I would characterize it necessarily as a JV. We did work with -- and we are working with Estrella, excuse me, top Hispanic media organizations in the U.S. and the world, quite frankly. And Samsung is launching three of our channels that we've developed with them, Curiosity Espanol, Curiosity Motores and Curiosity Animales. So we're excited about that. And we will – we work with partners where it makes sense. We have various partners that, whose content we incorporate into our broader structure for exploitation on AVOD for exploitation on FAST and even in various licensing agreements. So I think we've been quietly doing a lot of work in that area. We're quite optimistic that, that will bear fruit here over time.

Okay. One last one, the theatrical exhibitors have focused a bit more on alternative content than has been -- historically been the case. So that might be getting pushed back as fresh content starts to come in to a greater extent. But I was curious if you think any of the content that you have might lend itself to either an alternative content series or edited to fit like one or two, theatrical films? And what is the video or audio quality of the content you have? Would it be applicable to a theatrical setting?

Yeah. I think that as far as the quality of content that we have, I don't think anybody can take issue with that is -- it's I think, by any objective standard of measurement, extremely high quality. And sort of going back to a question that Laura asked, when you talk to the large generative AI companies, what they will tell you is, what they are looking for is really kind of three things, and that is quality of the video, meaning, is it 4K HD, or in our case, we have content in 5K. We have content that's in 8K. They're also looking for volume, which we have and they're also looking for diversity of imagery, which is something that, obviously, we're blessed to have, having built a library that we do. In regard to doing some sort of theatrical release, we've looked at a few opportunities to do that. It's been hard to figure out a way to make the money work based on the amount of time that we would have to put in. But what I will say is, like, we're constantly looking at new areas to license our content into. And one example from the last quarter is we did two licensing deals with in the confinement space where I think our content is well suited. And we also licensed a new asset class of content to a partner in Q2, that being raw footage, which was interesting. So we're looking at all those. And I guess I'll just -- the last thing I'll say there, Jim, is that we did licensing deals with six companies with whom we never worked with last quarter, confinement, public broadcaster, tech category, we'll talk more about a couple of partners in Asia. So always looking at the best ways to display and license our content. And if we can figure out the right economic exchange there, it's something that we would take a hard look at.

All right. Thanks very much.

Our next question comes from the line of David Marsh with Singular Research. Please go ahead.

Hey, guys. Thank you for taking the questions. With regards to your revenue guidance for the next quarter, can you just talk about what the puts and takes are that would allow you to get towards the top end of the range? And can you give us a sense of your feeling in terms of how much recurring revenue might help support kind of the bottom end of the range, please?

Yeah. I think that that's a great question. Thank you, and I'll let Brady fill in here. But as I mentioned at the beginning of my remarks, our direct revenue continues to grow, and we believe that it will continue to grow next quarter as well. And that in and of itself today on an annualized basis, is at a stage where it covers our -- that alone on an annualized basis covers our annualized operating cost. And so you say, okay, everything above that is margin. And in our case, we have a robust content licensing business is no surprise to anybody. We're in a number of conversations with great partners around the world, and there is just a there's a broad range of outcomes there. Like, we're really enthusiastic about the ultimate outcomes of many of these, but what's a little harder to predict is, okay, or -- which of those will close by September 30, like, that's the calculus. And so if some come in a little bit earlier, then we're at the top end and even potentially above. If they come in later, then we're maybe not at the top end, I guess, it's a good way to say it. What would you say, Brady?

Yeah. No. I think, Dave, you're spot on with the question. It's -- if you take just our direct business, including both DTC and partner direct, bundled distribution is pretty easy or easier to predict. And even in the other categories, some of the advertising revenue, I would certainly say has become recurring, that probably gets you near the bottom of the range, it's the content licensing and the timing of those transactions that would push it to the top of the range or perhaps even above it.

Okay. That is really super helpful. I appreciate that. And then the other question, I mean, I guess, just to echo Laura's comments, the cost control is amazing, and just looking at gross margin, I mean, this is like a super, super gross margin quarter relative to as we look back the last couple of years. Is this gross margin rate sustainable going forward and what would be types of things that might cause it to retrench kind of back into the mid-40s?

Yeah. I'll -- just having been here a little bit longer than Brady, I'll take that, Dave. But -- and then hand over to Brady for any additional color. But without a doubt, we continue to do work on the cost side. And we have a handful of vendor agreements coming up over the next six months that could help us improve there relatively significantly. And just as we see a really interesting revenue opportunities as it relates to the emergence of AI, we're already seeing efficiency tools that are available there, in editing, in marketing, in some other areas that can help to -- that can help enhance our margin as well. And whereas we tend to focus really hard on cash accounting internally, because we think that yields ultimately the best results. I think that you'll see, based on our content amortization levels, like, you'll see our profile even from a an EBITDA standpoint just continue to improve over the next many quarters.

Yeah. I would just say we would anticipate that our content amortization would continue to decline over the next few months. Obviously, it -- we will acquire and publish new content, which essentially would keep that number flat at some level, there's a floor there at some point. But yeah, certainly, both on the content and [indiscernible] side and on our cash-based cost of sales, we've seen some improvements there.

Great job there, guys. Keep up the good work, and we'll talk to you again.

Thank you, Dave.

Thanks, Dave.

This will conclude our question-and-answer session. And with that, we will conclude today's conference call. Thank you all for your participation. You may now disconnect.