Good day, everyone, and welcome to today's Nauticus Robotics 2024 Q3 Earnings Call. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions during the question and answer session. You may register to ask a question at any time. Please note this call is being recorded, and I will be standing by if you should need any assistance. It is now my pleasure to turn the conference over to Kristin Moorman, Special Projects Lead.

Thank you, and good morning, everyone. Joining me today and participating in the call are John Gibson, CEO and President; Vicky Hay, Interim CFO; JD Yamakowski, CTO and Government Lead; and other members of our leadership team. On today's call, we will first provide prepared remarks concerning our operations and financial results. Following that, we will answer questions. We have now released our results for the third quarter of 2024, which are available on our website. In addition, today's call is being webcast.

A replay will be available on our website shortly following the conclusion of the call. Please note that comments we make on today's call regarding projections or our expectations for future events are forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. These risks and uncertainties can cause actual results to differ materially from our current expectations. We advise listeners to review our earnings release and the risk factors discussed in our filings with the SEC. Also, please refer to the reconciliations provided in our earnings press release as we may discuss non-GAAP metrics on this call. I will now turn it over to John.

Well, good morning, and thank you for joining us for our conference call today. At the end of our prepared remarks this morning and before we open up the floor to questions, I will provide an update on our Q3 revenue performance and try to set expectations for the future. In the third quarter, we achieved an industry first by success. This is a significant milestone for us and for the industry. We are now focused on leveraging the success to create our company's first business backlog of 2025 consisting of both commercial and defense work. We plan to press release the closing of any contracts as they occur. In addition, we continue to receive strong support from our existing lenders as they are converting debentures, which has the impact of materially increasing our shareholder equity, which should allow us to remain listed on NASDAQ. Vicky will explain more. We completed customer qualifications and began commercial execution in Q3 2024 with our Aquanaut vehicle in the Gulf of Mexico. During qualification, we discovered an anomaly that resulted in additional work. During the commercial work in an active field, we discovered yet another anomaly as a result of the unique capabilities of the Aquanaut vehicle. These discoveries have resulted in commercial discussions for the 2025 season around the unique capabilities of the Aquanaut vehicle versus current ROV capabilities. Customers are expanding their scope of work to include these unique capabilities in order to assess their fields going forward. During the winter months, we will concentrate on building our pipeline for the 2025 Gulf season. We are actively working to eliminate seasonality in our business. To do that, Daniel will discuss in just a minute the technical modification that should allow year-round work in the Gulf of Mexico. We are also working with South American customers to mitigate North American seasonality or Northern Hemisphere seasonality. Daniel will cover more of that in our field operations section as well. Now before we turn to our operational activities, I want to update you on the progress with meeting Nasdaq's continued listing standards. Our spot price remains above a dollar minimum bid price. We also just announced an exchange agreement to convert debt into preferred stock. This action is intended to get us into compliance with NASDAQ's listing requirements and I'll leave that to Vicky in the financial section. Now with that, I'm going to turn it over to Daniel Dayhart, our field operations leader, to give you an operational update. Daniel?

Thank you, John. Let me bring you up to date on the recent operational projects for the Aquanaut vehicle. In Q3, we conducted our first commercial project utilizing the Aquanaut system. This is a significant milestone for us and represents proof that our technology solutions are ready for consistent commercial service. The project consisted of using the Aquanaut vehicle to complete surveys of both an advantage field and an access field for customers in deepwater Gulf of Mexico. We are excited to report the project exceeded our expectations and more importantly, the expectations of our customers. The Aquanaut vehicle was able to provide high-quality data on our customer's subsea assets utilizing untethered autonomy and depths up to one thousand meters. The Aquanaut vehicle was able to survey assets in the field while also providing high-level inspection to help the field deliverables. With this commercial contract, we have achieved an industry first. Customers are excited about the capabilities and impact it will have on future operations. In addition, the Aquanaut vehicle's differentiated capabilities and sensors identified anomalies that resulted in additional work early Q4. With the end of the 2024 season, the Aquanaut system has now been demobilized from the vessel. This was expected as our business is highly seasonal and expected to remain so in the near future. However, we are working on new capabilities and geographies that will allow us to extend the operating season and hope to eventually operate year-round. Contract negotiations with existing and new customers are ongoing as a result of our service quality and differentiated technical capabilities, creating our company's first backlog of work for the upcoming season.

We believe our demonstrated success will catalyze the rapid adoption of subsea autonomy.

The Aquanaut system should improve safety, reduce cost, provide actionable insights, and dramatically reduce emissions. In addition, we plan to continue developing technology that provides an attractive return on investment to shareholders and customers. The second Aquanaut vehicle is expected to complete factory acceptance testing in Q4 of 2024, ensuring readiness for the demand we see coming in 2025 and beyond. We expect this second vehicle to be available for commercial service sometime in the first quarter of 2025. I would like to thank all the employees at Nauticus Robotics. We could not have accomplished all that we have without the commitment and dedication of all of you. Our customers are highly satisfied with the service we provide, and this is a direct result of our employees. Before I turn it back over to John, I just want to emphasize we are on the cusp of achieving what we set out to do when Nauticus Robotics was founded back in 2014. That is to provide autonomous underwater robotic solutions for our customers on a commercial basis. I will now turn it back to John.

Well, thank you, Daniel. It has certainly been a journey, but we have a vehicle capable of capturing commercial work today. And the data we collect is proven valuable to our customers beyond what's available from other vendors. We are truly differentiated. With that, I'd like to turn it over to Jason Close, who's our Toolkit software leader, for an update on Toolkit. Jason?

Thank you, and good morning. We continue to advance both the functionality and commerciality of our Toolkit software platform. The software performed reliably during our operations in the Gulf of Mexico, and we will now focus our efforts on delivering a commercial release to the market in 2025. Additionally, the team continues to progress the technology towards higher levels of autonomy and broader commercial functionality, which will not only improve our capabilities for the Aquanaut vehicle but also provide value-added differentiation for third-party platform integration. We continue to progress positive conversations with third-party ROV and service providers. I look forward to working closely with them as we move into 2025. Our 2025 goal is to sell our first commercial license of Toolkit. And with that, I'll turn it back to John.

Thanks, Jason. The operating system from the Aquanaut vehicle was critical to us successfully conducting all the missions that we did offshore in the Gulf of Mexico. It exceeded customer expectations, and we are excited to make that available to the general market in 2025. With that, I'm going to turn it over to JD for an update on our government business. JD?

Thank you, and good morning. Productive conversations with our longtime defense contracting partner continue regarding possible future work. Our prior Cadillac collaboration was praised by the customer for the seamless partnership between both organizations. Building on this success, both companies seek to leverage their complementary strengths together to serve in the interest of national defense. The government business unit is also investigating opportunities in environmental monitoring, leveraging the large and reconfigurable payload capacity of the Aquanaut vehicle to collect samples. I'll now turn it over to Vicky Hay for our discussion of our financial results.

Good morning. As a reminder, the thirty-six to one reverse split was completed on July 22nd. All references to equity and related items in our 10-Q and press releases are stated on a post-split basis. As previously discussed, Adaptec gave us an extension until December 31st to resolve our stockholders' equity noncompliance. We have several initiatives underway to address this. First, we have entered into an agreement with our investors to exchange the originally issued discount senior secured convertible debentures to preferred convertible stock. This currently comprises approximately $27 million of principal, $3 million of interest, and $3 million of additional liabilities that have come as a result of conversions of initial debenture below the floor price of $3.16. This will be an agenda item at the shareholders meeting scheduled for December 18th, 2024. Second, we are working on additional items which will deleverage our balance sheet further while increasing shareholders' equity. All of these discussions are at a stage yet where we can disclose them in more detail. However, we do expect significant progress on these by the end of the year. We are confident that the steps we are taking will allow us to bring our stockholders' equity back into compliance in the required time frame. In addition to regaining NASDAQ compliance, we are keenly focused on securing the cash we will need through the end of 2025 while we ramp up commercialization as discussed by Daniel. To that effect, we closed $1.1 million of funding last Friday, which is the first tranche of up to $21.1 million available to us through a new convertible debenture. We also have lenders that are willing to modify their current debt agreements to capitalize cash payments until Q3 2025, effectively allowing us to use this cash for working capital. We anticipate closing this in the fourth quarter. I will now discuss in more detail our financial results for the quarter. Revenue for the third quarter was $0.4 million, which is down $0.1 million from the second quarter of 2024 and down $1.2 million from the same period last year. The magnitude of the decline in revenue was large in the Gulf of Mexico, resulting in some revenues shifting to Q4. Operating expenses for the third quarter were $5.9 million, which is a $3.9 million improvement from Q3 2023 and a sequential improvement of $0.6 million. Cost for the third quarter were $2.8 million, which is an improvement of $3.9 million compared to the same period in 2023 and a $0.4 million improvement sequentially. This is the result of dedicated focus on reducing cost and eliminating non-value-added spend. Each quarter, we continue to improve our G&A run rate, and this focus will continue through the end of 2024 and into 2025. Net loss for the quarter was $11.4 million. This is a $6.3 million reduction from the third quarter of 2023 and a $6 million increase sequentially. The large variance sequentially is driven by the non-cash fair value change of outstanding warrants with a $4.4 million gain in Q2 2024 versus a $0.6 million gain in Q3 2024. The third quarter in 2024 also included a $2.1 million charge relating to the conversion of debentures mentioned earlier, whereby the company owes the debt holder the difference between the floor price of $3.16 and the alternative conversion price. Adjusted net loss for the third quarter was $11.4 million, compared to $9 million for the prior quarter and $8.1 million in the same period prior year. Again, the third quarter was adversely impacted by the $2.1 million charge relating to the debt conversion liability. This liability will be converted to preferred equity as part of the preferred exchange already discussed. Cash at the end of Q3 2024 was $2.9 million compared to $0.7 million at the end of 2023. This is a result of funding received in the first half of 2024 of $14.3 million along with raising $9.4 million through our aftermarket facility in the second quarter. We have a signed offer on a Hydronaut vessel, which has been held for sale since December 2023. It is expected to close prior to the end of the fourth quarter. I will now pass the call back to John.

Reflecting on our Q3 results, it really is as if we were competing in the NCAA championship game. We beat the odds and delivered performance that earned us a national championship in Q3. We achieved this by playing exceptional defense. In our context, defense means creating a new market, exceeding customer expectations, and delivering on promises that our largest competitors cannot deliver on today. Additionally, we introduced capabilities that the commercial and defense market have never seen before. In short, we excelled. However, when it comes to offense or revenue, our efforts only produced a late fourth-quarter field goal. So why was our revenue performance lower, and what are we doing to improve that? For historical context, our Q3 revenue results stem from contracts that were executed in 2023 by prior management. These revenues were generated from a turnkey R&D proof of concept contract. The contract was intended to offset testing and certain costs while fostering customer support, which it has done. This revenue figure does not represent day rate revenue or our ability to generate points on the board for the 2025 season. Instead, it reflects that in the last eleven months, we have advanced from a mere concept to a commercial offering. Now rest assured, we understand the need for the offense to score more consistently and a lot higher number of points. We are currently negotiating day rate contracts, which in a single week can surpass the total revenue produced in Q3. While Q3 revenue may seem modest, there is really no reason to apologize for it. We have claimed the national championship with what we accomplished. As I look ahead, I believe our technical achievement in Q3 will soon translate into contracts, revenues, and gross margins that are the envy of our large competitors. Furthermore, our success in the quarter demonstrates that our deepwater autonomous software capabilities surpass that of all competitors, paving the way for commercial licenses in 2025 as Jason Close previously stated. Finally, at the conclusion of 2023, we stated we were evaluating strategic alternatives. Today, I believe strategics are evaluating us. This concludes our remarks for today. Operator, I'd like to turn it back over to you and open it up for a few questions.

At this time, if you would like to ask a question, please press star and one. Once again, that is star and one. And it appears that we have no questions in the queue at this time. I will now turn the program back over to our presenters for any additional or closing remarks.

First off, I just want to say thank you to everyone that owns shares in Nauticus. Thank you for the commitment to the company. This is a great long-term play, and we are developing and delivering things to the market that just astound. I appreciate you being in the shares. We are really appreciative for you being on the call. We look forward to the conference call at the end of Q4 and wrapping up the year. Take care. We'll talk again soon.

That concludes today's teleconference. Thank you for your participation. You may now disconnect.