Qurate Retail, Inc.

Ladies and gentlemen, thank you for standing by. Welcome to the Curate Retail, Inc. 2022 Q2 earnings call. During the presentation, all participants are in a listen-only mode. Afterwards, we will conduct a question and answer session. At that time, if you have a question, please press star 1 on your telephone. As a reminder, this conference is being recorded August 5th. I would now like to turn the conference over to Courtney Chun, Chief Portfolio Officer. Please go ahead.

Thank you. Before we begin, we'd like to remind everyone that this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results could differ materially due to a number of risks and uncertainties, including those mentioned in the most recent forms 10-K filed by our company and QVC with the SEC. These forward-looking statements speak only as of the date of this call, and Curate Retail expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein. to reflect any change in Curate Retail's expectation with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based. Please note that we have published slides to accompany the earnings release. On today's call, we will discuss certain non-GAAP financial measures including adjusted OIBDA, adjusted OIBDA margins, free cash flow, and constant currency. Information regarding the comparable GAAP metrics along with required definitions and reconciliations including preliminary notes and Schedules 1 through 4, can be found in the earnings press release issued today or our earnings presentation, which are available on our website. Today, speaking on the earnings call, we have Curate Retail President and CEO David Rawlingson, Curate Retail Group CFO Jeff Davis, and Curate Retail Executive Chairman Greg Maffei. Now I'll hand the call over to David.

Thank you, Courtney, and good morning to everyone. Thank you for joining us today and for your interest in Curate Retail. We are continuing to experience the weakness in the macro environment that is affecting all of retail, as well as some particular issues that uniquely impact our business model. We are also gaining a better understanding of the many ways that the Rocky Mount fire affected our operations and are working our way through those issues. Total company revenue declined 13% and constant currency in Q2. Macro headwinds of inflation, The war in Ukraine and rising interest rates impacted consumer sentiment. Supply chain challenges and the downstream impacts from the Rocky Mount fire continued to force us to change planned product offerings on short notice and affected the availability of quality merchandise and our operational efficiency. In the U.S., QVC and HSN shifted approximately 75% and 60% of their today's special values, or TSVs, and today's specials, or TSs, respectively. Our TFDs and TSs are the driver of engagement around which today's programming is built, so changes at short notice have an outsized effect. Given the supply chain and Rocky Mountain challenges, our order-to-delivery times were elongated, which does impact our customer satisfaction, although those challenges are moderating. Total company adjusted EBITDA declined 38% in constant currency at Q2, primarily reflecting lower unit volume. This pressure was heightened by cost inflation for freight, labor, and marketing, as well as our inventory reduction actions. The simple truth is that we have been experiencing cost deleverage in an inflationary environment and are just now able to start to push the counter some of the deleverage. Jeff will discuss each of our four businesses in more detail shortly. While it will take time to show up in the numbers, I do want to talk about four key developments that demonstrate the progress of our turnaround. First, at our June investor event, we unveiled Project Athens, a three-year plan to establish revenue stability, EBITDA margin expansion, and incremental free cash flow generation. We established fiscal 2022 as our base year, where we set the foundation for top and bottom line progress through 2024 while navigating the current challenging environment. We are already starting to make progress here, which I will discuss in more detail shortly. Second, we have very substantially augmented our executive staff and talent with the addition of a president of our streaming business and a chief merchandise officer for QVC US. We'll have more to say about these additions at Liberty's Investor Day in November. These hires further validate our business model as the leader in human-centric retail and show that our story is attracting top talent. Third, our free cash flow improved materially from Q1's use of $244 million to positive free cash flow of $107 million. We reduced debt and leverage ratio as well. Operating cash flow increased $300 million sequentially from a use of $179 million in Q1 to a positive $121 million in Q2, driven primarily by working capital improvements. These gains were bolstered by certain discrete items that Jeff will discuss in more detail. Fourth, as I look at our Q2 performance, we see some initial signs of stabilization at QXH. The rate of revenue decline moderated within the quarter. We also saw the rate of decline in our customer count stabilize compared to Q1. Clearly, we have much work to do, and we do not anticipate our recovery will be a straight line, but the early signs of declines in the rate of revenue decline are encouraging, particularly considering the challenging macro environment. We are making early progress at correcting executional weaknesses throughout the organization and have started to implement several initiatives laid out in Project Athens. We've started to see some tangible progress and are confident in our go-forward strategy for Curate to create engaging and deeply personalized shopping experiences for our customers while enhancing returns for our shareholders. Let me now provide a progress update on the five pillars of Project Athens. I'll start with pillar one, which is to improve customer experience and grow relationships. In Q2, QVC and HSN customers remained engaged as average daily reach and total minutes views increased year-over-year and sequentially from Q1. Our reach and attention are as strong as ever, evidence of our powerful and unique retail assets. Re-engaging with our incredibly loyal and powerful customer base is key to our success. QXH customer count declined to 9.5 million for the last 12 months ending June 30th. As detailed on slide eight, we experienced a meaningful increase in customer count during the pandemic. Compared with the pre-pandemic period, June 2019, 75% of the customer count decline is attributable to new and reactivated customers. Those reductions are primarily due to low product availability in categories such as consumer electronics and home subcategories that are highly correlated with new customer acquisition. The pressure in these cohorts was also due to marketing cost inflation and reduced marketing efficiency. Our existing customer cohorts look strong across a number of metrics, including frequency of purchases, viewership, and spend per customer. When we introduced Athens, we said that we had underserved our best customers. In April, we began making proactive outbound calls to our top-tier customers to reinforce their importance to us and gain their perspective on how we can better serve them. In June, we celebrated QVC's 36th birthday by providing 10,000 of our top customers with a $20 account credit, valid during our birthday week. At HSN, April was Customer Appreciation Month and featured weekly VIP savings for our HSN cardholders, and in July, we celebrated HSN's 45th anniversary with a new, simpler exchange policy. We've started to improve personalization efforts as well. We installed a new recommendation engine on our web, mobile web, and in our apps to improve the level of personalized product suggestions. At QVC, we launched our first trigger push notifications in June, which sends a tailorized, personalized notification through our push messaging based on a user's activity on our app. And finally, we ran semi-personalized campaigns on our website to drive urgency and impulse. We sent messages to people who added an item to their cart that the TSV price would end that day, and as a result, we experienced a low to mid single digit increase in conversion in June. We also expanded the customer relationships by capitalizing on our newly signed ION distribution agreement, which reaches 15 million additional homes. Moving to pillar two, which is to rigorously execute core processes. With respect to pricing, we had multiple pricing tiers between sale and TSV pricing, which confused customers. As a result, The customer's value perception of the TSV and TS was eroded. In July, we began putting the today and the special back in the TSV and TS by shortening their availability to only one day and offering our best price, driving a greater sense of urgency. We are reclaiming that deal feeling by establishing and communicating clear rules so our customers know our TSV and TSs are the best price. In support of our strategy, we will also be adjusting our programming with new hosts and the return of guests to our studios in Q3. We are also actively working to freshen our assortment. In Q2, we demonstrated the ability to expand our assortment by leveraging our in-house capabilities and intellectual property, adding third-party brands, and developing brands with celebrity talent. We added new brands at QVC that performed well, including Studio Park, Land's End, Sports Savvy, and Encore by Dena Menzel. We also benefited from expanding Kim Gravel into swimwear and beauty. We are excited to announce a new agreement with Fanatics, which will start on HSN with plans to expand to QVC US as well. This agreement provides us access to a broad selection of merchandise from Fanatics across sports, styles, and sizes on a dropship basis. One-third of the merchandise Fanatics provides us will be exclusive to HSN and QVC over a five-year period, and we will have two Fanatics TSs or TSVs per year. Why is Fanatics interested in working with our female-focused brands? Because their customer base is remarkably diverse. They have the industry's best selection of products for women, and because we have historically had an extraordinarily strong sports business around unique events like the Super Bowl, where mom often seeks to outfit the full family. Pillar three is to lower the cost to serve. Project Athens is a transformational program designed to improve gross and operating margins and cash generation. We identified multiple avenues to generate hundreds of millions of dollars in net adjusted OIBA dot dollars over the next two to three years. Many of these programs are already underway and others will be implemented in the second half of the year. We expect to see the impact of these efforts flow through in 2023 and pick up momentum in 2024. We have taken a series of actions to optimize our balance sheet and improve liquidity. In June, we completed a cash tender offer for over 70% of our 2023 senior notes. We financed the tender offer with cash on hand and capacity under QVC's senior secured revolving credit facility, an efficient funding source given the dislocation we've seen in the bond markets. Project Athens is a three-year plan and includes strategic initiatives to improve our balance sheet leverage and cash flow. to make long-term decisions in the best interest of the company and our shareholders. In June and July, we entered into several sale-leaseback agreements for real estate assets, including our Studio Park corporate headquarters and broadcast studios, as well as our fulfillment centers in Ontario, California, Piney Flats, Tennessee, Florence, South Carolina, and Suffolk, Virginia. We raised after-tax proceeds of approximately $685 million and entered into long-term operating leases at attractive rates that will continue to serve our needs while maintaining operational flexibility. We reduced debt with the proceeds from the sale leasebacks. As we previously communicated, we made the decision not to rebuild our Rocky Mountain Fulfillment Center. We are now redesigning our next generation network that will satisfy consumer expectations, leveraging a node-based delivery system with more balanced geographic dispersion and adding 3PL fulfillment capacity. We expect our in-state network will be more efficient and less expensive to operate, while also delivering on the improvements we need to see on our customer shift times. Over the next 24 to 36 months, we expect to materially reduce order-to-delivery times. At full execution, our objective is for more than 90% of orders to be delivered in five days, and the vast majority in three days or less. Importantly, we intend to use insurance proceeds from Rocky Mount towards funding our ongoing fulfillment center network optimization. Pillar four is to optimize our brand portfolio. As we've stated, the best way we can create value in the short term from our broader portfolio is to return Zulily to growth and profitability, as well as to sustain Cornerstone's momentum. We have strong leaders at both businesses and each is focused on executing their individual plans. We'll be open-minded as to what unlocks the most value for our brands and our shareholders. At Zulily, Terry Boyle, its new president and CEO, is already making an impact. In the second quarter, the team executed cost actions across multiple fronts with a focus on resetting the unit economics and the business. We reduced corporate headcount in May approximately 15%, including open roles, which is expected to generate annual savings of approximately $18 million. Zulily completed its planned closure of its Pennsylvania fulfillment center in early July. This action is anticipated to generate $10 million of annual savings. We also reduced marketing spend given dramatic cost inflation and diminishing returns, and we are actively working to redeploy that in a more efficient manner across more diverse channels, including influencers, top of the funnel TV advertising, and search engines. I believe we are pivoting from a period in retail with historic supply shortages to one of excess inventory, and we expect Zulily will be a beneficiary. The team has had extensive conversations with numerous brands interested in establishing a relationship with Zulily, some of which you may already have seen on our site. including Eddie Bauer, Kenneth Cole, Keen, Sweaty Betty, and Third Love. Cornerstone sustained revenue growth with record revenue at each of its four brands. This growth was driven by strength in the bath, case goods, home furniture, soft textiles, and apparel categories. We remain excited about the momentum of this business and look forward to opening three additional retail stores this year. Pillar five is to build new high-growth businesses anchored in our strengths. This is about participating in the fastest-growing segments of our addressable market, streaming on the big screen, and live stream shopping focused on the small screen. Earlier this year, we established the Video Commerce Ventures Group, vCommerce Ventures, which now owns our streaming experience. We recently introduced QVC Plus and HSM Plus, our new streaming service experience designed to reach new and existing customers via the web. Through these new websites, we will reach more customers across digital platforms and link them straight to the streaming experience, which features great content, daily deals, and exclusive offers that in turn will hopefully drive them to engage on our streaming apps on TVs. We continue to experience strong growth in monthly active users of our streaming service. And we continue to expand distribution. We are pleased that we have signed a new deal to bring HSN to YouTube TV, a leading streaming platform with more than 5 million subscribers and trialers as of the end of Q2. HSN will join QVC on YouTube TV. To wrap up, we are pleased with the initial signs of declines moderating at QXH, the addition of key talent to our leadership team, and the initial progress on Project Athens initiatives at QVC, HSN, and Zulily, as well as the sustained momentum at Cornerstone and QVC Japan. Importantly, we fortified our balance sheet and increased our liquidity position. We recognize there is much work to be done, and we are motivated and confident on our ability to deliver on Project Athens. We look forward to reporting our progress and future calls. Now, I'll turn the call over to Jeff for a more detailed review of each of our businesses.

Thank you, David, and good morning, everyone. Unless otherwise noted, my comments compare financial performance for the three months ended June 30, 2022, to the same period in 2021. Starting with QXH, revenue declined 12%, primarily on 9% lower unit volumes. Overall, customer accounts declined, reflecting macro factors, supply chain disruptions, and downstream impacts from the Rocky Mount fire. Although total customer accounts declined, QXH experienced a 5% increase in average spend per customer and an 8% increase in items purchased. E-commerce revenue declined 12%, in line with overall revenue performance. As shown on slide six, We continue to experience a shift in category mix primarily into apparel and continued reduction in electronics. Apparel declined only 1% against a 19% growth in Q2 2021, which shows strong results on a two-year basis. The Q2 performance reflects our strategy to lean into our top brands that resonate with our best customers and de-emphasize those that have not. We experienced gains in top brands, such as Susan Graver, Kim Gravel, Candice Cameron Burr, Diane Gilman, and Iman. We've also expanded into swimwear, a white space opportunity. These actions are consistent with Project Athens priorities to better serve our most loyal customers and freshen our assortments. Beauty declined 14%, primarily due to the weakness in bath, body, and hair care, partially offset by gains in skin care. Beauty is notably a strong category with new and reactivated customers. This quarter, a meaningful percentage of our sales decline was attributable to new, reactivated, and one-time occasional customers. Supply chain constraints also affected the category's performance as we continue to rebuild our inventory that was destroyed in the fire at Rocky Mount. In addition, sales were impacted by major transitions of brand ownership and on-air guests at two large brands. Accessories declined 11% against an 11% growth in Q2 2021. The year-over-year decline was primarily due to lower demand for leather handbags, intimates, and casual footwear. Home revenue declined 12%, with lower demand primarily in garden, fitness, and wellness, kitchen electrics, and floor care, which was partially offset by gains in food and cookware. Electronics revenue declined 33%. Challenges were primarily in computers, home office, smart home, and tablets, all subcategories that were particularly strong during the pandemic and especially with new customers and have been pressured by product availability issues. Adjusted EBITDA declined 41 percent, and adjusted EBITDA margin decreased 650 basis points. Looking at the main components of the margin compression, gross margin declined approximately 370 basis points, reflecting product margin gains, which were offset by unfavorable fulfillment expenses and inventory obsolescence. Product margins increased primarily due to higher margin category mix into apparel, and pricing actions on proprietary products, which were principally offset by our inventory clearance actions and inbound transportation cost inflation. Fulfillment expenses reflect higher freight rates, wages, and fuel costs, capacity and operational inefficiencies, and sales lead leverage. These headwinds are partially offset by savings from network optimization in which we decommissioned our Lancaster, PA, and Roanoke, Virginia, fulfillment centers in the second half of 2021. And then the last component was inventory obsolescence, which increased primarily due to prior year favorable provision adjustments and a higher current year reserve. Operating expenses were favorable, or excuse me, unfavorable, so operating expenses were unfavorable 55 basis points. primarily due to commissions and customer service. Commissions were primarily due to a higher mix of sales in the commissionable window and expanded distribution, including the launch of ION. I'd note that these new distribution agreements are expensed and are not capitalized given the payment terms. Customer service reflected sales fee leverage and increased wage rates. SG&A was unfavorable, approximately 220 basis points, with fixed costs were unfavorable primarily due to sales be leveraged. Bad debt pressure reflects comping a prior year favorable reserve release and an increased current year provision reflecting modestly higher payment installments and customer delinquency. However, bad debt as a percent of net revenue was only approximately 1% and remained about 25 basis points favorable to our pre-pandemic period. Marketing reflects cost inflation and lower efficiency of our marketing spend. Let me provide an update on the fire-related costs and insurance recoveries from our former Rocky Mountain, North Carolina Fulfillment Center. In Q4 2021, through the first six months of this year and at June 30, 2022, We recorded $385 million of fire-related costs, including approximately $95 million of inventory write-downs. We estimate that $266 million of the total costs are probable for insurance recovery. As of June 30, 2022, we have received $200 million in insurance proceeds and the remaining $66 million was recorded as an accounts receivable. At the end of the quarter, after the end of the quarter, we received another $50 million of insurance proceeds, bringing the total insurance proceeds received to $250 million. Moving to QVC International, my comments will focus on constant currency results. Revenue declined 8%, primarily on lower unit volume and higher custom returns. Our European business declined 14% and experienced cautious consumer sentiment from historic inflation and the ongoing war in Ukraine, as well as supply chain and product scarcity challenges. QVC Japan was less impacted by these factors and grew 2% in Q2. Customer count declined essentially in line with revenue, and e-commerce revenue decreased 2% and penetration increased 15 basis points. Our QVC International experienced declines in all categories except apparel, which increased 5 percent. Adjusted oybida decreased 24 percent, and adjusted oybida margin declined 330 basis points. The primary factor for the margin compression was lower gross margin, followed to a lessened extent by margin pressure from SG&A and operating expenses. Looking at gross margin, which declined 270 basis points, primarily due to lower product margins and higher fulfillment costs, product margins declined reflecting lower initial margin from inventory clearance actions, unfavorable returns, and lower shipping and handling revenue due to reduced unit volume. Fulfillment costs reflect sales deleverage and higher labor costs caused by COVID-related staffing issues, as well as higher freight rates in European markets. Operating expenses were unfavorable, primarily due to sales deleverage. TV commissions and customer service costs were lower than last year. SG&A was unfavorable due to higher fixed costs and marketing expenses, partially offset by reduced customer management, excuse me, management incentive compensation, of course. Moving to Cornerstone, revenue grew 4% with record performance at each of its brands, driven by demand for bath, case goods, dining, and kitchen, and home furniture at its home brands, and for apparel and home textiles at Garnet Hill. E-commerce increased 5%, and penetration rose 50 basis points. Adjusted EBITDA decreased 15 percent, primarily due to higher inbound transportation costs and detention and demurrage fees for storage and handling, and were partially offset by positive initial margin gains. Looking at Zulily, revenue declined 45 percent, primarily reflecting supply chain constraints as well as marketing inefficiencies due to cost inflation that caused Zulily to reduce marketing spend, which affected customer acquisition and retention. As David mentioned, Zulily took decisive cost reduction actions with its corporate headcount and recorded a $6 million restructuring charge included in operating income. Adjusted EBITDA declined $27 million, primarily due to salesy leverage, which was partially offset by reduced marketing spend and higher product margins driven by pricing actions and higher mix of its factory direct business. Turning your attention to their balance sheet and cash flow, for the six months ended June 30th, 2022, total capital expenditures were $101 million and we spent $15 million on renewals of our TV distribution contracts. For the six months ended June 30th, 2022, total free cash flow was a use of cash of $137 million versus a source of cash of $331 million last year. The year-over-year decline was primarily attributed to lower operating income and unfavorable working capital, partially offset by lower payments for TV distribution rights and insurance proceeds. For the three months ended June 30th, 2022, we generated $107 million of positive free cash flow, which benefited from a second payment of $100 million in insurance recovery related to Rocky Mount Fire. Regarding the sale leaseback transaction that David mentioned, we completed the transaction related to Ontario California Fulfillment Center in Q2 and received aggregate consideration of $340 million, the composition of which is detailed in our earnings release issued today, and we also have a slide deck posted at a website. The cash proceeds of $250 million were used to reduce our standing QVC international revolver balance. Subsequent to June 30th, we completed the sale and leaseback of five additional properties, and we received $443 million in cash proceeds, which were used to reduce our revolver balance. In aggregate, we received after-tax proceeds of approximately $685 million, and the tax liabilities for these sites will be largely payable in the second half of 2022. We've entered into long-term arrangements for these properties at attractive rates, which average annual rent expense of $47 million that will impact our adjusted EBITDA. The weighted average lease tenor across all six properties is approximately 19 years. There is additional detail on these transactions in the earnings presentation posted to our website. Note that we updated our effective tax rate guidance for 2022 to mid to high 30% range. This is elevated relative to prior years due to the expiration of certain curate retail green energy investment tax credits at the end of 2021. The location of operating income in certain high rate tax jurisdictions in 2022, particularly in QVC Japan, and the treatment of dividends on curate's preferred stock, which are recognized as interest expense for GAAP purposes, but are not deductible for tax purposes. Despite this elevated effective tax rate for GAAP purposes, our expectation for annual cash tax rate for 2022 is 13 to 15% of adjusted OIVDA. Looking quickly at our debt profile, as David mentioned, in June we made a cash tender offer and received more than 70% of the QVC Senior secured notes due in 2023. Refinanced the cash tender with cash on hand, as well as the QVC revolver, and subsequently paid down a portion of the revolver with the proceeds from the Ontario-California cell leaseback. On June 30th, we had $914 million drawn on the QVC revolver, with $2.3 billion of available capacity. Our leverage ratio is defined by defined by the QVC revolving credit facility, was 2.3 times as of June 30th, providing ample cushion and relative to the 4.5 maximum net leverage covenant in our credit facility, and was further improved by the aforementioned $443 million of debt repayment completed after quarter end. Our net leverage covenant includes the adjusted OIVDA debt, and cash from QVC, Cornerstone, and Zulily. We remain committed to the 2.5 or better long-term leverage target, and we believe our debt level is manageable, especially with the recently increased liquidity position. In our earnings presentation, you will find additional detail on the covenant structure of both the QVC credit facility and the bonds. And now I'll turn it over to Greg. Thanks, Jeff.

I want to touch briefly on the aforementioned sale-leaseback transaction, which we view as very positive. As you note, we received cash proceeds that calculated about a pre-tax multiple of cash of approximately 17 times and even higher on an after-tax basis given the basis in the assets compared to the deductibility of the interest. This is a substantial premium relative not only to our current multiple, but even to our historic high multiples. And we view it as an attractive source of financing capitalized on a relatively hot real estate market while importantly maintaining QVC's operational flexibility for its distribution and fulfillment centers. Our liquidity position was meaningfully improved by these transactions as well as QVC's working capital improvements during the quarter. And I feel good about the important actions being taken on working capital and inventory levels, which is an important source of future capital. Net, we reduced QVC's leverage to 2.3 times at quarter end, as Jeff mentioned. And this provides additional headroom for QVC under both its bank credit facility, bond indentures, and preferred. We now have ample cushion under both covenants, even more so after additional sales lease back transactions, which were completed in July. And this four to five balance sheet forms a solid foundation for which David and his team can execute on the five pillars of Project Athens. Just one more note, our annual investor day will be Thursday, November 17th in New York. Please save the date. Additional details will be provided soon. We hope to see many of you there. And with that, operator, we'll open it up for Q&A.

Ladies and gentlemen, if you'd like to ask a question, please signal by pressing star 1 on your telephone keypad. Just remember to unmute your phone to allow that signal to reach the equipment. Once again, star 1. We'll begin with Jason Haas, Bank of America.

Hey, good morning, and thanks for taking my questions. So, David, you mentioned that you saw a moderation in the revenue declines through the quarter. So I'm curious if you could provide a little bit more color on what you think is driving that. I'm curious if that was a reflection of the supply chain improving, Um, any of the work you've, um, done, um, to mitigate the disruption from Rocky Mount, um, just, just crazy, right. And we're calling it that's continued quarter to date as well.

Yeah. Thank you, Jason. Uh, I appreciate the question. I really think it's a, it's a combination of things. I think, uh, some of the execution, um, uh, changes we've made in the business that I tried to detail the detail a bit. and my script help. I think we're executing better today than we were six months ago, especially just nailing our core value proposition, and I think that's helped to put a bit of a floor under the business. I think some of the things we've done in terms of new brands and attractiveness have also helped. We're also continuing to see our core customer and our best customers show up even though we were down slightly in count. What we saw in terms of frequency of purchases were very strong, and actually what we saw in terms of average purchase was up about 7%, up to about $3,600. That's the highest number we've seen in the last four years, and so our best customers I think are are really still right there and showing up. Our viewing numbers are still growing and strong. I also think we're, frankly, up against some softer compares. Now we're coming off of some really hard compares, so that also helps. Finally, I would say we're starting to get back to, or at least starting to work through some of the issues we've had at Rocky Mount as we, get into some of the inventory that was damaged or stored. And as we clear that, we're being able to bring things to our programming in a slightly more real-time way as we gain some of the flexibility in the model back. So I think it's attributable to the improvement sort of top to bottom All of that said, it's still a very challenging environment. These are improvements from a relatively disappointing starting point, and I would say they're incremental improvements. We're still a long way from where we want to be to be a growing business in QXH.

That's great to hear. And then as a follow-up, at your recent investor event, You laid out some long-term guidance, including flat revenue growth for 2023 and double-digit EBITDA growth. So I'm curious if that still holds. If you could talk about what the drivers of that will be. What gives you confidence that you'll be able to get to flat revenues and then drive that double-digit expansion or growth for EBITDA? Thank you.

Yeah, that's great. I think we talked about stability in revenue and double-digit annual CAGRs and the OEBDA. We still feel very good about that. And it really is executing off of all of the pillars we talked about. We talked about the balance sheet a lot today because we need to have the balance sheet liquidity cash flow position to be able to execute on our plan. But also, Project Athens is a rigorous, detailed, plan revisiting almost every part of the business. We are now going into a period of planning and implementation where we will have the initiatives down to the person and accountability level over the course of hundreds of initiatives. And so there's a great deal of execution and a great deal of detail that goes into what we predicted at the investor event in terms of especially the in the free cash flow growth in the business. And we think we continue to see that opportunity. We continue to be encouraged by the early signs we have from implementing some of the initiatives. And I would also say part of Project Athens was, of course, the growth initiatives in the video commerce venture space And we continue to see really strong growth from a low base, but really strong growth in that space as well. So I think we are as confident, if not more confident, about that roadmap as we were at the investor event.

That's good to hear. Thank you.

Thank you.

Now we'll move to a question from Oliver Wintermantle with Evercore.

Good morning. I had a question regarding the sale and lease back, the progress there. Congratulations on all the executed deals there. Just wondered where we are in that process. How much more is there to go and how much could that be worth in dollars? Thank you.

Well, this is Greg. I'll start and then I'll let Ben and David comment. We think they were also very good transactions. Thank you. And these actions taken up until June strengthened the balance sheet capacity and resulted in more than $2.5 billion of liquidity between our cash and borrowing capacity under Revolver. It also gave us close to $1.5 billion of restricted payments capacity to support parent-level needs, including debt and the preferred. So important things to ensure a very strong balance sheet. Ben, maybe you want to comment on any further progress?

Yeah, sure. And just to note, the numbers that Greg mentioned were based on the actions in June. The transactions in July will add even more balance sheet comfort. Look, I'll let David respond as well. But we will continue to focus on neutral to positive operational impacts of any of these transactions. But we have a large global real estate portfolio. That market or that capital market continues to be very favorable. and I would expect us to look at additional opportunities.

Yeah, I think that I wouldn't add anything except that we feel very good about the way the sell-leaseback positions us to operate and to optimize our operations going forward, and everything here operationally is consistent with what we're trying to do. Got it.

Thanks very much and good luck.

Thank you.

Now we will hear from Carla Casella with JP Morgan.

Hi. I'm just curious. Have you said what amount of square footage was sold with those facilities and how much owned square footage you have remaining?

We have not said anything publicly about that.

Okay. On the, just the covenant question, so are sale leasebacks included in your debt levels or are those excluded from your covenant calculations?

The lease liability that would be recognized on a consolidated basis is not debt for purposes of the QVC bond inventor or the QVC credit facility.

Okay, great. And then just curious, you commented in the press release about the Liberty Interactive, I guess it's an asset that you put on the balance sheet for a contingent asset. Can you just explain more what's going on with that and the timing of that potential release of the indemnification asset?

Talk about that. It's the indemnification agreement with broadband. Oh, sorry, yeah, so we have, Curate has a exchangeable that's due in 2023, or sorry, not due in 2023, it has a put and a call date in 2023. As part of the original transaction that sent charter shares out of Curate, there was an indemnification, so to the extent that the value of that security, the market value or the parity value of that security is above face value, there's an indemnification where if someone were to voluntarily convert, we would notify Liberty Broadband and Liberty Broadband would provide cash for that incremental value above the face. And QVC, sorry, Curate would be responsible for the face value only. And just to remind everyone, Curate received is part of that M&A transaction cash equal to the face value at the time.

Okay, great. So something could happen on that. If it does, it depends on the holder, and it's between now and October?

Yes. Anytime between now and October, to the extent somebody voluntarily converted, the value above the face value would be the responsibility of Liberty Broadband.

Okay, great. And the face value would be responsibility. Okay, and the face value would be responsibility of Q-rate. And your debt, the restricted payments from QVC permit payments of Q-rate debt, or is it just permit payments for Q-rate and liberty and active interest?

So all of the credit facility and the QVC bond indentures carve out or do not include as a restricted payment debt service, which is interest and principal payments. So there's no restrictions on our ability to send money up as long as we have cash or the ability to borrow it.

Okay, great. Super helpful. There's one more debt question. On the preferred... that coupon, that's cash pay. Is there an opportunity to pick that if you wanted to?

It is not a voluntary instrument. We could miss the cash payment, and then there are penalties that accrue, but that is a cash pay instrument. We intend to pay it, and I think what we were trying to say is we have substantial flexibility to fund those payments.

Great. Okay. Thank you so much.

And we will take our final question today from William Reuter with Bank of America.

Hi. My first question is, it seems when you guys were mentioning all the challenges, you were talking about the global supply chain, then the challenges in North Carolina at that facility, and then demand is a challenge. Thinking about when you will have, for example, the Rocky Mountain facility closed, that volume shifted to other facilities more successfully. When could we start to see improvement in each of those three areas? I understand that demand is something you don't have a sense for, but I'm trying to get a sense for the two that maybe you do have some visibility into, global supply chain and then the facility in North Carolina.

Jeff, follow but on the global supply chain I'm not sure we have better visibility than the market at large what I would say is the global supply chain is still troubled but I would say it's incrementally more manageable than it was say three to six months ago and I think it's incrementally more predictable than it was three to six months ago and we've certainly seen the cost stabilized. They haven't always come down substantially, but we're not seeing the same type of rate increases. And so I think the pressure is alleviating slowly, and I imagine that'll continue to be the case throughout the end of this year and to the early part of next year. That'll continue to be disturbed, but getting better incrementally. In terms of Rocky Mountain, I'd say it's much the same. I think we've started making significant progress in stabilizing our fulfillment center, both storage and delivery capacity. I think we, on things like order to delivery times, I think we've seen the worst of the increase in our order to delivery times. Those numbers are now starting to get back to normal, although they are not quite at normal in terms of our delivery expectations yet. The amount of storage inventory is starting to come down slowly. You can see that a little bit in our quarter over quarter inventory. numbers as those started to inch down. And so I think we're going to be working through Rocky Mount again through the end of this year or maybe into the beginning of next year. But I would say I think we've started making substantial progress in getting to a normal operating posture.

Okay. And then in terms of the reduction in inventory, When you look at the amount of inventory you have in total and then kind of thinking about a more normalized level, over the next year, what type of an inventory reduction do you think we might get expected to see?

You know, as part of Project Athens, we had stated that we were going to reduce our inventories by 20 to 30 percent over the next 18 months. So that would take you through 2023. We're making some good progress against that, as David had mentioned already, with the actions that we're taking with respect to some of the cell and clearance actions, as well as one of the things that we didn't have a chance to share as much around is other avenues for us to use, such as Zulily as a clearance avenue for us. So we're on track to do so. We continue to think about ways of as we balance our consignment and drop ship vendor relationships also, but all of these things will go to support that revenue reduction.

Okay. Yeah, hopefully not a revenue reduction. Okay. And just lastly from me, You declined on Carla's question around the amount of square footage remaining. I assume you may decline this as well to respond, but in terms of the value of remaining either real estate or other assets that you could monetize if you were to choose to, is there any kind of ballpark numbers you could give us?

I think you accurately guessed our answer. You were very forward-looking there and thoughtful. But thank you for the questions, and thank you to the listening audience. With that, I think we are complete. Again, thank you for your interest in Curate Retail, and we look forward to speaking with you next quarter, if not sooner, and seeing many of you in November. Thank you. Thanks, everyone.

Ladies and gentlemen, this will conclude your conference for today. We do thank you for your participation, and you may now disconnect.