OMEX - NASDAQ

Mark Gordon - Chairman & CEO Philip Devine - CFO

Mike Malouf - Craig-Hallum Group Jim McIlree - Chardan Capital

Good afternoon and thank you for joining us today to discuss Odyssey Marine Exploration’s Third Quarter Results ended September 30, 2014. With us today are Mark Gordon, Odyssey’s Chief Executive Officer and President as well as Philip Devine, the company’s Chief Financial Officer. Following their remarks, we will open up call for your question. Then before we conclude today’s call I’ll provide the necessary precautions regarding forward-looking statements made by management during this call as well as a special note to U.S. investors regarding disclosure of mineral deposits as referenced in the SEC’s Industry Guide 7. We would like to remind everyone that this call is available for replay through December 10, 2014 starting later this evening. A webcast replay will also be available via the link provided in company’s earnings release as well as available on Odyssey’s website at www.odysseymarine.com. During this call, you can also send written questions by sending them via the webcast system. We may not have time to take everyone’s questions but if you submit questions via the webcast system we will answer all remaining questions via email after the call. Now I’d like to turn the call over to CEO Mark Gordon. Please go ahead, sir.

Well thank you, operator. Good afternoon, everyone, thank you for joining us. This is my first conference call since taking over as CEO and I want to thank all of you who have expressed their congratulations and support over the past month or so. I hit the ground running in my new position and we’ve already started implementing refinements to the business plan. We want Odyssey to be the company investors want to invest in, the place the best and the brightest want to work, and an organization our partners want to do business with. We understand that our shareholders and the investment community want us to maintain a business model of leveraged returns but they also want us to focus of financial discipline in our business planning to generate more cash inflows from operations and from our investments. To this end, we've recently implemented and improved investment analysis process which I believe will have a great impact on our business planning process. I believe that in our future filings and calls you’ll see a significant and positive transformation in our operating results. In the few short months since our last call, we made significant progress on our shipwreck and mineral projects. We completed the 2014 season’s recovery operations at the SS Central America shipwreck site where we recovered more than 15,500 silver and gold coins, 45 gold ingots, gold dust, nuggets, jewelry and various other artifacts. We installed and are currently testing a new state of the art deep ocean search systems acquired for use in our deep ocean 20th century shipwreck and mineral exploration programs. The Victory project has been given the green light to move forward into the recovery phase by the UK Ministry of Defense. The Don Diego phosphate deposit project continues to progress. The environmental impact assessment, EIA, for the Don Diego deposit was filed with the Mexican Secretary of Environment and Natural Resources, SEMARNAT, and a public meeting to present the project and answer questions from the local community was held just last week, an updated resource assessment was released during the third quarter as well which concluded that the measured and indicated phosphate resources at the Don Diego deposit totaled 327. 2 million ore tons at 18.5% P205. Remember this assessment does not include the newly granted tenement areas nor areas below the core sample depth where the core ended with full mineralization. So we expect these numbers to increase. The potential size, quality and strategic significance of this resource has drawn the attention of several potential strategic investors. As a result, we are involved in discussions through our investment banking team and we expect to report further details in the near future as further developments warrant such disclosures. I’ll get into more detail on this project later in the call but first I’d like to turn the call over to our CFO Philip Devine who will walk us through the financial results for the quarter; I’ll then cover some of our key operational highlights and then provide an outlook for the remainder of the year. Philip, I turn the call over to you.

Thank you, Mark. Our 10-Q is available online for those of you haven’t looked at it yet. I’ll walk through some of the highlights of the quarter. Let me start by covering the consolidated statement of operations. All though we recovered tens of millions of dollars worth of gold from the SS Central America shipwreck in 2014 we did not recognize any revenue from this recovered cargo in Q2 or Q3 2014 since it has not been monetized yet and the expected realized value cannot be measured with exactitude today. This explains the decrease in revenue in the third quarter of 2014 as compared to the third quarter of 2013 when we recovered and monetized part of the Gairsoppa shipwreck cargo. The Gairsoppa project involved silver bullion that was monetized quickly and international metal exchanges as compared to the collectible coins and bars of the SS Central America shipwreck that are to be sold specialized distributors at a significant multiple of melt value. Marketing, general and administrative expenses decreased by 40% or by $1.9 million in the third quarter of 2014 as compared to the third quarter of 2013. This decrease in expenses is primarily attributable to the one-time legal cost that were recorded in 2013 and to a reduction in general expenses in 2014. Operations and research expenses increased by 23% or $1 million in the third quarter of 2014 as compared to the third quarter of 2013. The net change of $1 million is a result of several factors such as, one, cost recruitment of the Gairsoppa project in 2013 was much greater than the cost recruitment on the 2014 Central America project. And two, in 2014, the Odyssey Explorer vessel was working 24 hour shift on the Central America project. On September 15, we completed the 2014 summer season’s recovery work on the SS Central America shipwreck project. Our direct project cost for this project were $3.5 million in Q2 and $2.7 million in Q3. This includes the mobilization of our Odyssey explorer vessel from the UK to the U.S. and the vessel based cost for the period April through September, 2014. Pursuant to our agreement with the owner of the shipwreck we will receive 80% of all of the disbursed proceeds from monetization of the recovered cargo to cover these project cost in what is referred to as our priority cost equipment. The priority cost equipment amounts were recognized as a credit to expenses and as an increase in accounts receivable in Q2 and Q3 2014. In Q3, we terminated our three year lease on the Dorado discovery vessel. The cost savings from this change will start in Q4 2014 and will take full effect in 2015. This change and other changes being implemented will reduce our typical consolidated operating expenses by 25% or more going forward. Our interest expenses decreased by 70% or $0.6 million in the third quarter of 2014 as compared to the third quarter of 2013 as a result of the repayment of certain debt in 2014 and a different mix of interest bearing debt in 2014. We consolidate 100% of the revenues and expenses of our controlled subsidiaries after eliminating all intercompany transactions. After calculating the consolidated loss or income after tax, we subsequently remove the share of the subsidiaries’ net results that we do not own in a line item non-controlling interest in order to reach the consolidate net income or loss. In non-controlling interest adjustment in the third quarter of 2014 was lower than in the third quarter of 2013 due to lower expenses in the subsidiaries in 2014 as compared to 2013. In 2013, some of our subsidiaries were engaged in offshore work for the phosphate deposit exploration and validation whereas in 2014 most of the activities involved onshore work for the subsidiaries. If we now look at the consolidated balance sheet and statements of cash flows the main changes were the following. In August, 2014, we entered into a loan agreement for up to $10 million with a marketing partner. From this loan facility we received a first amount of $5 million of cash in Q3, a further amount of $2.5 million of cash was received October 1st subsequent to Q3 and the remaining $2.5 million on the facility is available to us at anytime going forward. We recorded additional accounts receivable for our priority cost recruitment on the SS Central America shipwreck project as I described earlier. Furthermore, we reduced our total financial debt balance by $4.7 million as compared to the 2013 yearend balance. And finally, our cash balance at September 30 was $3.7 million. This excludes the $2.5 million of cash received in October and our availability to receive a further $2.5 million in cash in November or December. For the near-term I can provide the following guidance. We have enough cash to carry us into 2015. We have been working on multiple transactions that are expected to provide us with one or more large cash inflows in the coming months. The successful validation and continued progress of our subsidiary involved in the development of a Don Diego phosphate deposit has attracted the interest of significant potential strategic investors. We anticipate that the Odyssey explore vessel that we own will be heading to the UK this quarter. During transit and dry dock it will not be working fully crew 24 hour operation as has been the case with the vessel during the SS Central America project. So the vessel cause will decrease in Q4. We recently received the UK Ministry of Defense go ahead to begin HMS Victory archaeological recovery operation. We expect to begin seeing an increase in expenses relating to this project in Q4 but mainly starting in Q1 2015. And finally, in terms of some guidance, the savings on the termination of the Dorado Discovery vessel leaves will start in Q4. And as I mentioned earlier, this will be approximately 25% savings starting in Q4 and into 2015. With that, I'll turn the call back over to Mark.

Well, thank you, Philip. In the few short months since the last call, we've continued to make strides in our operations and deliver on key initiatives that move the company forward. As Philip mentioned, subsequent to the third quarter Odyssey received another $2.5 million in cash from our loan agreement and has been approved to draw the final $2.5 million at any time upon our request. This additional cash should be sufficient to take us through to our significant monetization event. Our goal has been to leverage the Oceanica asset into a transaction which will transform Odyssey into a well-funded entity with the ability to fully execute our business plan. And we believe we are closing in on this objective. The environmental impact assessment for the Don Diego phosphate deposit was filed with SEMARNAT in September. Experts in marine dredging, plume modeling, sound propagation, ecotoxicology, phosphate research and engineering all contributed to the extensive environmental studies and scientific findings that were incorporated in EIA. A public hearing on the EIA was organized by (inaudible), which was held just last Wednesday in Mexico. The hearing was well attended by the local community. It began with an extensive presentation of the project and was followed by a question and answer exchange with local residents, which provided an excellent forum to highlighted benefits of this project from Mexico. A decision by the Mexican government on the environmental approval required to commence commercial operations is anticipated before year-end. Based on the feedback from the many experts who have reviewed our EIA, we are confident that the quality of the science in our 4600 page report will provide authorities with the information they require to approve this project, which is so important for the future of agriculture in Mexico. As I mentioned earlier in the call, the Don Diego deposit has drawn the interest of strategic investors who understand the phosphate industry and the significance of this deposit to the Mexican economy. We are involved in discussions with and through our investment banking team and we expect to report additional details in the near future as further developments warrant such disclosures. Our current discussions are subject to strict non-disclosure agreements. So I am prohibited from providing any further commentary or detail than this during this call or during the subsequent Q&A today. While this work is going on our operations team has continued to make progress on our shipwreck projects. Our newly appointed Chief Operating Officer, John Longley, has been doing an outstanding job refining the process we use to evaluate both shipwreck and mineral projects in our project pipeline to develop three to five year operational plans that focus on priority projects and alternate projects that allow us to maximize the use of our assets. As you know, we wrapped up the summer 2014 recovery operations on the SS Central America project in mid September. I am very proud of the work accomplished by our Marine operations and archaeological team during five continuous months of 27x7 operations in addition to more than 15,500 gold and silver coins, 45 gold bars and hundreds of other gold nuggets, gold dust, jewellery and artifacts recovered from the shipwreck site over those five months and extensive amount of knowledge has been gained about the formation of the site. In September, our team completed a 161,000 square meter high resolution video survey of the shipwrecks and surrounding Seabed. We recently returned to the site to conduct a wide area high resolution acoustic survey with our newly installed state of the art search system I mentioned earlier. The purpose of this survey is to better understand the ship’s 7200 foot to send through the water column and to map outline anomalies relating to the debris field. The date acquired from the survey is being used to identify new targets of potential interest. This new 6000 meter deep-tow system was acquired for a deep ocean commodity shipwreck and mineral exploration programs. It was installed in late September. And during the past few weeks, we've been conducting sea trials of the system while conducting search operations for one of our shipwreck targets. We're pleased to report that we are in the process of covering a substantial portion of the delineated search area while proving out the efficiency of this new system which provides us with the significantly wider swap than traditional acoustic search systems. In layman terms, this means we can cover a much larger search area in a reduced amount of time. After sea trials and other offshore operations, the Odyssey explore will transit back to the UK to begin HMS victory operations after completing its annual required Lloyd surveys and shipyard work. As I'm sure you've heard, we recently announced that that UK government has given permission to move forward on the victory project. I know many of you have waited patiently for this directive and some of you may have thought it would never come. We are currently finalizing plans to begin archeological recovery operations in accordance with the approved project design. I know that many of you have questions about the project, I'll try my best to answer as many of these as I can in the next few minutes and ask that you please understand that we are working as an archaeological contractor to the Maritime Heritage Foundation. Consequently, there will be certain details we cannot discuss due to our contract, which imposes strict disclosure limitations. The next step in this process is to secure a required license from the Marine Management Organization or MMO. The Maritime Heritage Foundation will file the MMO application shortly for future work at the site. The MMO was actively engaged in the advisory meetings which led to the green light for the project and we believe that the licensing process will proceed smoothly. We anticipate that operations will begin on Victory during the first quarter of 2015. Many investors have asked for details relating to these operations. We will conduct a thorough archeological recording of the site and engage in the recovery of at risk artifacts in accordance with the approved project design. I would encourage you to visit www.victory1744.org that's victory1744.org, where you can read a copy of the non-technical summary and key management principles on the Victory project and visit the Virtual Dive Trail. During our operations, we will provide detailed progress reports to the UK Ministry of Defense. Contingent on satisfactory progress reports, future phases of work will continue. Our goal will be to share as much information about the archeological work as possible with the public. But please remember that we are providing contracting services to the Maritime Heritage Foundation who in turn must report to the UK Ministry of Defense. Consequently, all updates and disclosures relating to the project will be subject to the non-disclosure terms of our contract with the foundation and subject to their approval. We have received several questions about how this project will comply with the Annex to the UNESCO, convention for the protection of underwater cultural heritage. First and foremost, all activities related to the project will comply with the applicable UK law. The foundation will of course honor the deed of gift that transferred HMS Victory and government owed property to the Maritime Heritage Foundation. The activities will also comply with the archaeological principles of the UNESCO convention Annex. It's important to note that though the Annex is being applied as a best practice guideline, the UK is not a signatory go the UNESCO convention contrary to what has been promoted publicly by some individuals. All recovered artifacts will be declared to the receiver of wreck. A government appointed official who presides over adjudication of items recovered from shipwrecks to determine ownership in accordance with long established UK salvage law. It is anticipated that artifacts transferred in the deed of gift from the Ministry of Defense to the Maritime Heritage Foundation, will be awarded to the Maritime Heritage Foundation, by the receiver of wreck and will become part of the Victory 1744 collection. These items cannot be sold or disbursed without the permission of the secretary of state for defense per the deed of gift. Until we commence operations and complete the first archeological surveys, we will not have a clear sense of how long the operation will take or what will be recovered. We do believe that this is an important shipwreck site and this project is an outstanding opportunity to illustrate how the public and private sector can cooperate to preserve underwater cultural heritage and share the knowledge gained from shipwreck sites with the world. Rest assure that management is investing in this project because we believe that the project will provide an appropriate return on investment, while adhering to the high standards of archeological work that we have demonstrated on past projects time and again. Due to our non-disclosure agreement in place with the foundation, there are certain details that we cannot disclose so please understand that I'll be limited in my ability to answer certain questions that may be posed during the Q&A session. And with that, I think we're ready to open up the call to questions. Remember, you can submit questions through the web interface which allows us to contact you with answers later, if we run out of time on the call. This concludes my prepared comments. And I would now like to open up the call to question-and-answer. And I see that we already have several written questions coming in by the webcast system so we'll try to take a mix of both oral and written questions, perhaps we can start with some of the questions from our callers and then mix in answering some of the written questions that are coming in through the web interface as well. Operator?

Great. Thanks for taking my questions. A couple of ones. Let me start off with Victory. I'm wondering if you can at least comment, as we go back two or three years we sort of had in our mind what the contract, at least what the economics meant to Odyssey. Can you tell us has there been any material change to the economics to Odyssey with regard to the HMS Victory?

Well, Mike, it's a complex agreement that has had some modification over the years. Odyssey of course, is the exclusive archeological contractor to the Maritime Heritage Foundation to conduct the work in accordance with this approved project design. And we are under an NDA with the Maritime Heritage Foundation and we've agreed to keep specific terms of the agreement confidential. What I could say and I think it's what I did say during the call that look we wouldn't have undertaken this project if we didn't think that there would be significant return on the investment we're about to make with shareholders money and have been making over the years. So we believe it's going to be an exemplary project that will once again showcase Odyssey's exceptional capabilities to conduct deep-ocean archeological excavations and we do expect a significant return on investments.

Okay, great. And then, just a follow-up. With regards to the hearing that went on last week, can you give some color on how the -- specifically with regards to the NGOs, who was out there protesting, was it what you thought, was it worse than you thought, better than you thought and any kind of feedback you got from after the meeting would be helpful? Thanks.

Yes. Sure. Mike, I assume you're referring to the SEMARNAT public hearing for the Oceanica Environmental Impact Assessment. It was a very interesting experience. We sent a number of our experts that were involved in developing the science down. Candidly, we didn't really know what to expect. You can actually find some of the proceedings that have gone in the past on Youtube and some of them are pretty wild. This one was where it came, there were a lot of good questions asked. Our Group presented for the allotted period of time. Interestingly, the SEMARNAT officials because of the level of interest, it's almost double the amount of Q&A time so there was 71 questions taken from the audience and there were answers provided for all. I would say the audience was very respectful of seated -- sat patiently and listened to the experts and that all went very well. In terms of attendees, I guess, if there was a worse case senior in a situation like this you would have some serious NGOs there asking really hard questions and we were pleased that that did not happen. I think part of that is that we've been very transparent in what we've been doing down there providing information to any serious NOG that has had interest in the project. So I think that's a very good sign that we said to our interpreting. There were certainly people that were bused in by opposition groups and there were some noise in the second half of the meeting I understand. But I also understand from the SEMARNAT officials that the core part of the meeting is how you do on the presentation and Q&A and that appears to have gone very well.

(Operator Instructions). We'll go next to Jim McIlree at Chardan Capital.

Thank you, and good evening. Can you talk a little bit about the revenue from the Central America, if that's going to start in Q4 and the pace that that comes to you, is that going to be taken an auction of everything? And then determine what goes to you or do you get it in drips and drabs as the auction goes forward. And then, I have a follow-up after that.

Okay. Yes, Jim. Well, nothing can be sold from the Central America until the Central Judge in Virginia rules on ownership and salvage award, that's an area of the case that I think, is presently under consideration. So it's hard -- I hesitate to predict when judges will rule. I will say that I've been very pleased as a Judge in Virginia. I very much understand -- appears to understand admiralty law and she's pretty efficiently through this case. So that's the condition precedent before anything can be done in terms of monetization. I am restricted by NDA but there are two different scenarios contemplated in our agreement with the receiver and one would be all sound, the other could be salvage done over more time because if we believe there is a greater premium to be received that way with no decisions had been made on a past forward and nor will be until we get good clarity from the courts.

Okay. That's helpful. And then, secondly, I feel you talked about the project cost that went up, I think you said they were a credit to operating expenses. So now that the project is complete, will there be an increase in operating expenses because you no longer have that credit?

Yes, that is correct. But you'll -- you won't see an increase because we have in parallel to no longer having credits in Q4. We have the Dorado Discovery vessel that will no longer be part of our expenses starting in Q4. So you'll see about 25% of our normal operating cost disappearing in Q4.

Okay. But that reduction from the Dorado will be offset by the increase in the lack of the credit?

Correct.

Is that correct?

Correct. That's fantastic.

Thank you very much.

Okay. Operator, it looks like we have a couple of email questions coming in, I might take a few of these and let other callers queue up. Mr. Pike, has asked has the Odyssey explore been recently collecting artifacts from the SS Republic that is for -- it's a two part question. I'll answer the first one first. Mr. Pike, the -- its interesting the operating area for the Central America and the other new shipwreck search area I referenced in my prepared comments, happen to be in the vicinity of the Republic, but we were not at the Republic picking up artifacts. Although, it would have been fully in our legal right to do so because we own that wreck and any artifacts a 100% based on prior admiralty law. But at this point, we didn't judge that that was the highest and best use of our asset. So if you've asked that question because you've been watching on AIS, you've probably been seeing a combination of the testing of that new deep-tow system I've been talking about, as well as that search that's going on for a new ship wreck which we have not yet discussed. And then, as I also mentioned, we did go back for three or four days to do some wide area searching around the Central America site just to determine whether there are other significant debrief fields as that ship went through the water column in 7,200 feet. The second part of your question is how many months out of the year can the Odyssey explorer work on the Victory? And the answer to that question is the Victory site is actually up in the English channel, its actually workable and we have worked it almost every month of every year in that region over the past 10 years we've operated there. You lose some weather days in the middle of the winter but then again it's unpredictable in the channel you lose weather days in the middle of the summer. The upside actually of working in the winter, which is what our intent is to do, is that we have much better underwater visibility because the plankton growth size are. So we actually prefer working in the winter there for underwater visibility purposes. There is a question from Neil F, what is the impact of lower commodity prices particularly gold and silver on Odyssey's business model or strategies particularly if the decline persists for a numbers of years? That's a good question. In the -- well let's say mentor our business or business segment, in terms of historical shipwrecks the gold and silver coins or gold bars tend to trade not directly associated to a bullion price it's not a direct correlation at all. We sometimes reference it just because it's an easy reference but usually it's a pretty big multiple so changes there don't impact that business very much. Now, Bullion Wrecks and we do have a numbers of Bullion Wrecks in our 20th century business. Obviously that would be an impact. It's one of the reasons that even though we still currently have active contracts on Gairsoppa and Mantola they're not in the mix right now because frankly silver at these prices don't make recoveries at those depth very attractive. So we're going to have to be selective in our commodity portfolio. And then, finally in the mineral area of our business, there are massive sulphides, which are the projects in the South Pacific there could be some impact but candidly the life of a mineral project is 50 to 100 years. So commodity price swings even if it's over a five-year period really don't impact that business very much. But even there we do have the ability to sort of hedging our project selection. Phosphate is a great example we can work on phosphate projects or other projects other than precious metal projects if this were a persistent downturn in commodity prices. I think that's question for Neil. There was a J. Howards. What are the sources of liquidity that you mentioned in prepared remarks? I'm not sure I think we may have said that. There are various ways capital could come in to the business. One that comes in my mind off the top of my head are of course we mentioned that we have $2.5 million available to call at any time on our loan with our claim marketing partner. We actually at some point will have proceeds from sales of Central America. There are still $6 million warrants outstanding on the sale we made of Oceanica stock to Mako, at pricing, if those warrants were to be exercised, it would have to be before the end of this calendar year that's about $20 million of cash. I'm not trying to set any expectation as to whether that will or won't happen but that's another bucket. We still have room left on our bank loan, Philip; there is a 2-ish-million --

Correct. Little over $2 million.

What else comes to your mind?

Well we still have an inventory of coins as well.

Right.

So there are several different sources that we can tap going forward.

And then of course as we've alluded to a couple of times in this call we do have strategic investors interested in our Oceanic asset, which is something that we said for some time now we intent to leverage and to monetize. So hope that answers your question Mr. Howards. Are there any other follow-ups, say one or two? Are there any other -- Operator are there any other questions?

There are no questions in the queue at this time.

Well that's perfect because we're actually a little over our time. This was a tough time for us to fit this call in. We have our Board Meetings going on and I had actually duck out of Board Meetings to come do the call. So let me thank you for joining us today. As I mentioned at the top of this call, we're applying a disciplined approach with new strategic planning parameters to our investment decisions and business initiatives. I expect this new strategic planning initiative to have a very positive transformative impact on our business and results in the very near future. I believe that right now we have the best opportunity in the history of our company to transform from an episodic project based business to a well funded business with recurring revenues that create significant returns for our investors. I look forward to sharing specific details of this transformation in the coming months. We thank you for taking the time to listen to today's call and we appreciate the continued support of our loyal investors. And with that I'll turn the call back over to the operator.