Good afternoon, ladies and gentlemen. Welcome to the CuriosityStream First Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode, and please be advised that this call is being recorded. After the speakers' prepared remarks, there will be a question-and-answer session. Please follow the operator's instructions. And at this time, I would like to turn the call over to Ms. Denise Garcia, Investor Relations. Please go ahead, ma’am.

Thanks, Paul. Welcome to CuriosityStream’s discussion of its first quarter 2023 financial results. Leading the discussion today are Clint Stinchcomb, CuriosityStream’s Chief Executive Officer, and Peter Westley, CuriosityStream’s Chief Financial Officer. Following management’s prepared remarks, we will 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 nor 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 March 31, 2023, 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. Now I'll turn the call over to Clint.

Thank you, Denise. Hello everyone. I appreciate you all joining us today. Also on the call are our COO and General Counsel, Tia Cudahy, our CFO, Peter Westley, and our Head of Content, Rob Burk. In the six weeks since our last earnings call, we have made good early progress in rolling out our new direct subscriber pricing, added several million paying subscribers through new Bundled Distribution partnerships around the world, and we’ve enhanced our critical-mass library with unique and compelling new factual content. We believe that our direct subscriber base, content library, multi-year distribution agreements, strong cash position, and lack of debt are favorable business and strategic attributes that provide us with exceptional flexibility. As such, we will continue to consider opportunities that we believe are in the best interests of our shareholders, including share repurchases, potential business combinations, and scale partnerships. We finished Q1 in a solid cash position, moved closer to profitability, and are encouraged by the positive momentum we are seeing in the business. Looking ahead, I am pleased to report that not only do we expect better results in the second quarter, but we believe our Q1 results represented the trough for revenue. Despite lower revenue compared to the prior year quarter, we significantly increased adjusted EBITDA and adjusted free cash flow. Our improving financial trajectory reinforces my conviction that our decision to prioritize long-term profitability and cash flow over near-term revenue growth over the past couple of quarters was in the best interests of the company and our shareholders, despite the dampening effect it had on our top-line results. As Peter will discuss in greater detail, our positive financial outlook is based on favorable trends in our subscription businesses, a growing pipeline of opportunities across other lines of revenue, and our continued commitment to prudent expense management. We remain laser-focused on achieving positive adjusted free cash flow while making the investments necessary to generate efficient, sustainable top-line growth moving forward. We expect the current environment of rising interest rates and tighter financial conditions to result in a growing pipeline of potentially accretive opportunities as less diversified and less well-capitalized players face increasingly daunting challenges. While it’s difficult to say exactly when or if we might pull the trigger on any particular opportunity, we won’t enter into any transaction that doesn’t adequately reflect what we believe to be the full value of what we bring to the table. We are in command of our business and confident about our future. Turning to the business, I’ll briefly touch on a few key recent developments and highlight some of the exciting new additions we have made to our critical-mass content library before I turn it over to Peter for a more detailed discussion of our first quarter results and Q2 financial guidance. We were pleased by the performance of our direct subscription business in the quarter. Direct subscription revenues grew on a year-over-year basis and were relatively consistent with the prior quarter, even as we significantly reduced marketing investment during our extensive pricing tests. And while it’s only been a few weeks since we rolled out our higher standard service price points for new monthly and annual subscribers, early results have been encouraging and consistent with our expectations. Turning to our global Bundled Distribution business, our content continues to resonate with scale partners around the world, who are seeking high-quality, cost-effective alternatives to increasingly priced content from legacy media companies. The sizable investments we have made in languaging and localizing our content are enabling us to expand quickly and aggressively with a variety of partners, and earlier this quarter we were pleased to announce key new partnerships which expand our footprint across Asia, Europe, Latin America, North America, and Australia. These new relationships incorporate Curiosity subscription services and channels and will help deliver our premium non-fiction films and programs to several million new paying subscribers. Recent launch partners include: Amazon’s Prime Video Channels in India; Fetch TV in Australia; The Netherlands’ largest MVPD, Ziggo; the Dutch streamer, NLziet; Mexico’s Izzi Telecom; and Central and Eastern European distributors MTS, Telekom Slovenia, and Megafon, among others. We expect meaningful improvement in our revenues from distribution partners moving forward as our full product set—from localized channels to integrated app offerings to direct licensing—creates a range of monetization paths for both us and our partners as we connect with audiences across the globe. In addition to growing both our Direct and partner subscription initiatives, we are thoughtfully and deliberately leveraging AVOD, FAST, and Free To Air opportunities through both direct distribution and content licensing. We have a lot of dry powder for these platforms and, as the comps available are now clear and increasingly predictable, we are working to ensure that we secure what we believe to be full value for our content. These environments also provide us the ability to promote to our subscription tiers in an efficient and highly targeted manner. On the content side, we continue to invest in what we believe is highly differentiated original content while leveraging our critical-mass library of over 15,000 programs so that we can deliver new and engaging experiences. In January, we kicked things off with The Lucy Mission, a behind-the-scenes look at NASA’s boldest mission yet to unravel the origins of our solar system, and Fusion: Harnessing the Power of Stars, a timely deep dive from our hit series, Breakthrough, into the energy source that could save our planet. In February, we unraveled surprising new mysteries from our past in Vikings: The Lost Kingdom, and embarked on a thrilling voyage to separate fact from Hollywood fiction in The True Story of Pirates. We also continued our quest to uncover the most consequential untold tales in human history, with the six-part series, Deadly Science, an unflinching look at the innovators and explorers who have often paid the ultimate price in the pursuit of progress, the three-part series, California, looking at the pioneering engineers, artists, and activists who put the Golden State on the edge of a changing world, and the 90-minute feature-doc, Bessie Coleman: Queen of the Skies, a moving portrait of the pioneering aviator who became the first African American woman to earn a pilot’s license. Capping off the quarter, we also premiered our highly anticipated six-part original series, CSI On Trial, a look at the lack of science behind some of the most well-known forensic investigation tools and the tragic impact they’ve had on the lives of the wrongfully convicted. The series was augmented with a six-part companion podcast, produced and distributed through our partnership with iHeartMedia, which delved further into the origins of flawed crime scene investigation disciplines and the personal nightmares they often inflict on the wrongfully accused. These are just a few of the original series and specials slated for release on CuriosityStream and Curiosity Audio Network in 2023. Other notable titles include GIANTS, a landmark five-part natural history series that unlocks the evolutionary secrets of the biggest beasts that walk our planet, and The Real Wild West, a beautiful four-part history series shining a light on the native American tribes, women, African Americans, and immigrants who shaped the American West. Looking ahead, we are confident that we have the assets and capabilities in place to drive improving profitability and adjusted free cash flow. With the decisive actions we have taken to rationalize our cost base and with the outsized content creation and languaging investments required to build a large-scale library behind us, we believe we have created the foundation for significant operating leverage as we prudently invest to drive growth moving forward. We see many ways to win in this environment as we execute on our organic initiatives while continuing to explore value creation opportunities with a variety of strategic and commercial partners. In summary, our Q1 results demonstrate the significant progress we have made on the path to achieving positive adjusted free cash flow in the near-term. From this baseline, we expect to drive profitable growth and pursue all of the avenues available to us to maximize shareholder value. Now I’ll turn the call over to Peter.

Thanks, Clint. During the first quarter, we made further progress in our efforts to improve our overall financial results by tightly managing our expenses and content spend, focusing on partnerships with attractive overall economics and concentrating our marketing efforts on our most productive channels of customer acquisition. First quarter revenue and adjusted free cash flow came in toward the high end of our guidance ranges and, as Clint mentioned during his remarks, we expect to build from these levels in Q2 and beyond. To provide some context around the extent of our transformation, in the first quarter, we reduced our advertising and marketing expenses by more than $11 million, or 79%, and our cash spend on content by more than $15 million, or 76%, compared with the comparable quarter in 2022. We were able to achieve these reductions while still growing our direct business on a year-over-year basis. Turning to our first quarter results, revenue was $12.4 million, compared to $17.6 million in the prior year quarter. The year-over-year change was primarily driven by a $2.3 million reduction in Bundled Distribution revenues, a $2.2 million reduction in content licensing revenues, and a $1.1 million reduction in Enterprise revenues, partially offset by revenue growth in our Direct and Other categories. Our largest revenue category this quarter was our Direct business. Direct revenues came in at $8.6 million, an increase of 3%, compared with the first quarter of 2022. We believe the most important activity in this part of the business during the quarter was our extensive price testing, which concluded with the price increases for new subscribers that we introduced at the end of March, as discussed on our last call. Turning to Content Licensing, which was our second largest revenue category this quarter, we generated $2 million of revenue, compared to $4.2 million in the prior year quarter. While content licensing revenues decreased year-over-year, the profitability of this revenue line actually increased due to an improved mix of revenue, with a lower percentage of zero margin pre-sales deals in the first quarter this year. Our next largest category was Bundled Distribution, which saw $1.5 million of revenue in the quarter. If we deduct $2.6 million of revenue from the first quarter of 2022 related to a contract that we did not renew mid-year last year, Bundled Distribution revenue would have grown 21% year-over-year. As Clint mentioned, we were pleased to enter into several new Bundled Distribution partnerships in the first quarter, and we remain actively engaged with potential distribution partners worldwide. First quarter gross margin of 27.3% decreased from 32.8% in the prior year quarter, driven by lower year-over-year revenue, but improved from 9.4% in the fourth quarter, primarily driven by lower content amortization expense. As I mentioned earlier, our first quarter advertising and marketing expense of $3.1 million was down more than $11 million year-over-year. We did purposefully keep our marketing spend at a reduced level during our first quarter pricing test. We expect our advertising and marketing expense to be at a higher level in the remaining quarters of the year. G&A expense of $8.1 million during the first quarter was down 23% year-over-year, driven by last year’s workforce reduction and continued expense discipline. Moving to profitability, adjusted EBITDA loss of $6.4 million improved 63% from a loss of $17.5 million in the prior year period, and was 53% better than last quarter’s $13.6 million loss. First quarter cash spend on content of $4.9 million was down slightly on a sequential basis and was more than 75% below the prior year quarter. Adjusted free cash flow use of $6.3 million improved by $6 million year-over-year and by $2.5 million sequentially. This underscores the tremendous progress we have made in improving cash flow as well as our continued positive momentum. At the end of the first quarter, cash, cash equivalents, and restricted cash totaled $49.2 million. We had no outstanding debt at the end of the quarter, and we believe our overall balance sheet remained in great shape with $143 million of assets and $32 million of liabilities, translating into book value of $111 million, or approximately $2.10 per share. Moving to our second quarter guidance, we expect revenue in the range of $13 million to $15 million and adjusted free cash flow in the range of $6 million to $4 million. Our adjusted free cash flow guidance reflects our continuing focus on bringing down our cash burn as this remains a top priority for us. I’d also like to reaffirm the 2023 guideposts that I laid out in last quarter’s call. As a reminder, in 2023 we expect content amortization expense of $25 million to $30 million, advertising and marketing expense of $20 million to $25 million, and cash spend on content of $10 million to $15 million. With that, operator, let’s open the call to questions.

Thank you, Mr. Westley. We’ll take our first question this afternoon from Tom Forte of D.A. Davidson.

Great, thanks. So it sounds like you're early in determining the customer response to the price increase. But how are you gauging that and how will we get a better sense of that as the year progresses? And then I have a follow-up question on advertising spend.

Thank you for the question, Tom. So just to summarize, on March 27, we launched and executed the new pricing for new subscribers. That's moving along in line with our expectations. This quarter, we're testing upgrade options with a subset of our existing customers. And as the majority of our subscribers are on annual plans, it will take some time to roll through the financials. Yet I think what we did in the first quarter was important. We went through a really intensive process of testing a variety of price points, combinations, and marketing messages with more than 3 million visitors to our service. As we've looked at the data, we weren't surprised to see a slight decline in conversion rates and retention, but we're also seeing a shift to a higher percentage of monthly plans and an increase in price as well as a shift toward smart bundle subscriptions where we do not change the price. So all of that has more than made up for the churn. Overall, we expect this change to give us greater than a 40% increase in lifetime value per new subscriber, but we have a lot more to report next quarter.

Thank you, Clint for that. Alright, so the second question is, it looks like you spent $2 million on marketing and you're expecting to spend $20 million to $25 million on a full-year basis. In the full-year outlook, are there some contractual marketing spends? And how are you thinking about maximizing your return on every dollar of marketing? Are you heavily focused on search engine optimization? Or what are you finding is the most effective way to generate the highest return on your marketing dollar?

I'll take the first part of that and then I'll hand it over to Peter to add any additional color. So as it relates to the spend, Tom, we want to be thoughtful about how we do that obviously. There are some areas where we've not spent marketing money in quite some time that we see as pretty fertile right now. So what I mean by that is we have partners who offer our direct service or subscription video-on-demand who are really good at marketing. If you look at how we have acquired direct subscribers in the past and our composition of pure direct subscribers compared to those that come through the large channel stores, unlike many SVODs that generate 50% to 85% of their subscribers through those channel stores, that was less than 20% for us. So we are spending some money with those partners. It's fertile territory, it’s predictable, and we're going to spend appropriately and in a way that allows us to scale appropriately. We're seeing a lot of really good trends there and are confident that we’ll continue to increase the marketing spend over the course of the year as we work with those partners and as we work closely with those channels that make the most sense for us.

Yes. The one thing I'd add to get to the first part of your question, Tom, is we have roughly $600,000 of contractual commitments for the balance of the year. So less than $1 million of commitments. Previously, we did have some pretty substantial commitments. This lack of contractual commitments gives us the ability and flexibility to concentrate the marketing spend on whatever the most effective channels are for us, which will allow us to drive a much better return on that marketing spend.

Thank you, Clint. Thank you, Peter. I'm going to get back in the queue.

Thank you, Tom.

We'll go next to Laura Martin of Needham.

Hi there. Hey guys. I was really intrigued by the fact that your Bundled Distribution revenues were $1.5 million, but it would have been up 21% if you deducted the $2.6 million that wasn't renewed. So I guess what I'm questioning is what kind of deal were you doing in the past that actually sounds like it wasn't profitable. And now we're signing a lot more bundle deals. How are these different from the one we discontinued last year, which ended up hurting revenue but actually helped profitability?

Yes. Great question, Laura. Thank you for asking that and allow me to clarify. We entered into a three-year agreement with a distributor of scale in late 2019, and at the point that we entered into that agreement, that distributor owned a number of national networks, both digital and traditional video owned regional networks and had a really compelling advertising proposition. As we looked at our advertising spend over the course of the next two years and we analyzed their platforms, it made sense for us to spend with them on that side of the business. We weren't going to spend with them, though, unless there was a distribution component as well. At the time we did the deal and over the first two years, we had an advertising commitment like many pay services have had for years. It worked out reasonably well for us. But as they shed assets and moved in a different direction, we didn’t see it as something that we wanted to pursue moving forward. We thought we could put the money to better use in other places. So that was a unique deal. For the new distribution agreements we've signed, we entered into those with no obligations beyond traditional baseline content volume provisions that are certainly no problem for us at this point since we've built a robust library. Does that make sense?

Yes. It totally makes sense. Yes, super helpful. And then, Clint, can we get an update on what's going on with ad tiers? You were talking about, I think, last quarter launching a FAST channel or an AVOD channel. Can you tell us where you are in the advertising revenue stream update?

Yes. Thank you for asking. I think that we've been in a lot of conversations there. As I mentioned in the last call, while we do have some content in front of the paywall, we've done very little to date as we've been heavily focused on building our subscription tiers. We do have one biography title that we put out in front of the paywall that had very limited distribution, generating around $100,000 just for that single title alone. Our approach here is to work with the largest AVOD and FAST platforms and secure the right kind of placements and marketing commitments because since the business has matured, we have a really good idea of what our content will generate. We have many comparables to look at now. We are trying to do the right deals there. We do have a FAST channel that's in the marketplace and have dipped our toe with a few distributors. We'll have several more to report on next quarter, and our intent is to take it internationally as well. So we are moving in that direction and we will generate revenue from AVOD and FAST as well as free-to-air through both direct distribution with these platforms and content licensing agreements where we would license certain parties AVOD and potentially FAST rights.

Okay. That's super helpful. Thanks very much. Appreciate the answers.

You bet. Thank you, Laura.

Thank you. We go next now to Peter Henderson of Bank of America.

Yes. Hi, thank you for taking the question. So I guess I'm just wondering, you announced several new distribution partners in the quarter. Can you talk about how those new deals work and any color on the economics or the subscriber numbers? Just any detail that you can provide on those deals would be helpful.

Yes. I think so obviously in the U.S., traditional distributors, as you all know Peter, are doing whatever they can to reduce fixed costs. Outside the U.S., Pay TV is still growing at zero to a few points a year. So there are really some wonderful opportunities to work with distributors of scale. Our proposition is typically in exchange for a multi-year agreement and with a fixed fee. We don't close the door on CPS deals, but we, whenever possible, try to do fixed fee deals just to provide more security for everybody. In light of the additional products and services that we have to offer today, compared to a few years ago, it has become certainly easier for us. The other thing I would add is that the one dynamic going on in the marketplace is that there are many larger legacy media companies that are looking to drive significant rate increases. So when that happens, where do people turn? They turn to more cost-effective, high-quality alternatives, and that’s creating some opportunities for us that we think will continue to grow nicely over this year, next year, and ideally over the next handful of years.

Thank you. That’s helpful.

Thank you. We go next now to Jim Goss of Barrington Research.

Thanks. The content expenditure range of $10 million to $15 million for the year. Is that a run rate we should expect? And how level is that per quarter, and what will that buy you? Would it buy, for example, say all of those series you listed in the press release?

So the $10 million to $15 million, we spent roughly—hold on just bear with me a second. We spent $4.9 million in Q1, which leaves $5.1 million to $10.1 million for the balance of the year. We do expect on a quarterly basis our cash spend on content to come down a little bit for the balance of the year. Call it that would imply a range of about $2 million to $3 million per quarter if you averaged out the balance of the year. In terms of go-forward, we haven't really set a budget for 2024 and beyond, but it's probably somewhere in that same kind of order of magnitude would be our expectation.

And just to add a little more color, Jim. We have certain content that I mentioned in my opening remarks that has been in production for 18 to 24 months in some cases. Some of that's coming from prior expenditures obviously that gets reflected in the content amortization. At the same time, we're seeing even increased consumption for some of our franchise series like Breakthrough. So we're confident that with what we have and with what we have coming down the pike, we have sufficient content to provide people with plenty of new content as well as to continue to provide them with a library that has both breadth and depth, which is what keeps people engaged.

And can you tell me how big your—what level of involvement do you have through all the stages of creation? Do you have the ideas? Do you actually produce them? Or do you curate them? Or are you buying a lot of this?

Excellent question. Yes, what I would say is that our programming group in the aggregate has probably hundreds of years of experience when you add it all up. Because of our heritage and because of the content that we've created in the past, we tend to see nearly every factual idea that you could imagine. We have relationships today with well over 150 production partners and distribution partners. So we see a lot of ideas, we've seen a lot of ideas. If we make the decision to commission a piece of content, then yes, we're heavily involved throughout the process with them. Every producer has five or six milestones they need to meet. Given the relationships we have, we know who's really good as it relates to a particular project. We bring that expertise and experience to bear in all of this. We have just large partners around the world, whether it's NHK, Banijay, or others with great factual relationships. We leverage those, and through all of that, we also see a lot of acquisition opportunities. The beauty of the factual space, as we've discussed previously, is content costs are a fraction of what you need to pay for scripted entertainment or sports rights. So we're very confident that we have access to plenty of content to keep our subscribers engaged and wanting more. Is that helpful, Jim?

No, that's very helpful. And I'd have one last question. A number of the streamers, including large ones, have run into some problems recently, with Disney for example experiencing significant declines today. I'm wondering if you could discuss what this contextual framework implies to your business opportunities and any strategies.

I'll start, and then I'll hand it over to my good friend and colleague Peter. I would say, Jim, that I think we're seeing is sort of reality setting in, right? I mean, early on, it was difficult to build a business that is 100% reliant on pure direct subscription revenue. The key to success is taking a step back and really considering what business you are in. In our case, we provide the best factual entertainment in the world. We want to help people satisfy their intellectual curiosity through premium factual video. We're happy to do that through direct subscriptions, through working with bundled partners, and even through licensing our content to other media companies and parts of the world where it can be additive for us, so that's our approach. There was such a rush to generate top-line growth and subscribers that a lot of companies just overspent. I don't know another way to say it, Peter?

Look, I'd add a couple of things. One great aspect of our category is, by definition, our content has long life, is low cost, and has global appeal. That is distinctive and differentiating, compared to many other services. The breadth and depth of our content is really unrivaled. We also have the ability not only to offer our service and selection but also to bundle a variety of other complementary services in our smart bundle, which we think is a really differentiated offering in the marketplace. So there are a number of reasons why we believe our story is unique compared to some of the larger streamers out there that are facing challenges and losing significant amounts of money as they work to build their businesses.

Well said, Peter. I couldn't emphasize enough our global proposition. Many companies talk about going global, but it’s not easy for various reasons, including factual rights associated with most people's content. We can control a broad set of rights across many territories. The beauty of evergreen factual content is that what appeals to someone in India can also appeal to someone in Indiana.

Okay. Thank you very much. I appreciate your response.

Thank you, Jim.

And we'll take a follow-up question now from Tom at D.A. Davidson.

Great. Thanks. For my follow-up question, Clint, I can't let you off the hook. Can you share more high-level thoughts on business combinations and scale partnerships?

I guess what I would say, Tom, is it’s no secret that Wall Street today has limited affection for small companies. We're unique in the media ecosystem. What I mean by that is we have considerable cash, no debt, a clear path to positive adjusted free cash flow. We have a wide, deep, and evergreen content library, direct subscribers in 178 countries, multi-year bundled agreements in over 100 countries, programming in 11 languages, and demonstrated global appeal. Given our profile, we believe it's attractive to potential combination partners, including companies that may not be obvious in the media landscape. Therefore, it's clear that we want to act in the best interest of our shareholders. It appears that the market is leaning toward larger entities. So where opportunities exist, we're happy to engage in discussions. Our content and profile enable us to have conversations with partners that might not be as obvious as they would be for other media companies.

No, I think you captured it well.

Thank you for the additional comments.

Thank you, Tom.

Thank you. Ladies and gentlemen, it appears we have no further questions this afternoon. I'd like to thank everyone so much for joining the CuriosityStream first quarter 2023 earnings conference call. Again, thank you all for joining, and wish you all a great evening. Goodbye.