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Premier Exhibitions, Inc. (PRXI)
F2Q13 Earnings Call
October 15, 2012 4:00 pm ET
Samuel S. Weiser – President and Chief Executive Officer
Michael J. Little – Chief Financial Officer and Chief Operating Officer
Bill Vlahos – Odyssey Value Partners, L.P.
Previous Statements by PRXI
» Premier Exhibitions' CEO Discusses F1Q13 Results - Earnings Call Transcript
» Premier Exhibitions' CEO Discusses F4Q12 Results - Earnings Call Transcript
» Premier Exhibitions' CEO Discusses F3Q 2012 - Earnings Call Transcript
Undue reliance should not be placed upon them as actual results may differ materially. Please refer to the risk factors identified in the company’s filings with the Securities and Exchange Commission for a more detailed discussion of the risks that may have a direct bearing on the company’s operating results, performance, and financial conditions.
And now, I’d like to turn the call over to Mr. Sam Weiser, Chief Executive Officer and President of Premier Exhibitions Incorporated. Please go ahead, sir.
Samuel S. Weiser
Thank you, operator, and good afternoon, everyone. As the operator stated, we remind everyone that today’s conference call may contain forward-looking statements, which are based on our current expectations and are subject to risks and uncertainties.
In addition, today we will discuss adjusted EBITDA, a non-GAAP financial measure, which our company uses as a key metric for evaluating performance internally, and which also provides investors additional information to facilitate the comparison of past and present performance.
A detailed explanation of this non-GAAP measure can be found in our earnings release and Form 8-K filed today with the SEC. I would like to begin with a discussion of our business and afterwards, I will turn the call over to Michael Little, our Chief Financial Officer and Chief Operating Officer to review our financial performance in greater detail.
Let me start with an update of the Titanic assets. As we have discussed on previous calls, we’ve been working through a process to monetize the Titanic assets. I’m happy to announce this company has entered into a non-binding letter of intent with an entity representing a group of individuals will refer to as the consortium, working to purchase the stock of RMS Titanic Inc. for educational, regional, economic development and cultural purposes for price of a $189 million.
The letter of intent is confidential and has is the identity of the group and it’s subject to the parties negotiating binding purchase agreements, obtaining requisite financing commitments and other approvals. The letter of intent represents the first formalization of the process in which the company and consortium seek to combine efforts to place the Titanic assets at a permanent home as to monetize the assets for the benefit of the company’s shareholders.
The execution of the letter of intent does not guaranty that a purchase really consummated with the consortium. However, the letter of intent is designed to allow the consortium, the opportunity to secure its financing sources prepared to handle and house the collection of artifacts and to continue its efforts to establish public and private support or the venture. After careful consideration of our options, we are trilled to be moving forward with our plan to monetize the Titanic assets.
We will work diligently to pursue the transaction on terms advantageous to our shareholders in an expeditious manner. We are also highly confident that this party will prove to be an effective steward of the collection and satisfy the courts requirements for an acceptable salvor-in-possession.
Premier’s management is excited to be working with this group to complete a transaction and we look forward to working with them to progress this transaction towards completion. We are working with outstanding committed individuals, so believe that the ability to complete this transaction and have the opportunity to provide a long-term home to the collection.
We also look forward to continuing the company’s ongoing relationship with the collection through a license arrangement to continue exhibiting the artifacts and joint efforts to fully exploit RMST’s Titanic-related intellectual property. While no transaction can be guaranteed and there is still significant work to be done to close the transaction, we are working with the Group, we are confident, can execute on their plan and allow us to complete the sale process.
In addition, the LOI contemplates the sale of RMST stock, which our tax advisors believe is the preferable deal structure for the company to achieve tax efficiency. This is all the information I can provide on the process at this time, the company will continue to conduct the process confidentially, and we will provide additional information as material developments warrant.
While the news of our progress regarding the monetization of the Titanic assets is exciting, so to or the operating results of the company in the second quarter. We do going in that fiscal 2013 will be an exciting year for Premier and we haven’t been disappointed. We continue to rebuild our operating business organically and our recent turnaround has enabled us to consider strategic acquisitions that will position the company for sustainable profitability for the foreseeable future.
Our acquisition of AEI continues to be accretive and we hope to announce a couple of new exhibition properties that will add to our current portfolio in the near future. Our recent performance has solidified Premier as an industry leader in exhibition entertainment and our recent profitability should enable us to continue to build on our recent success.