U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended February 29, 2004
Commission File Number 0-26136
ODYSSEY MARINE EXPLORATION, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1018684
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3604 Swann Avenue, Tampa, Florida 33609
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(Address of principal executive offices)
(813) 876-1776
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(Registrant's telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
As of April 30, 2004, the Registrant had 37,993,099 shares of Common Stock,
$.0001 Par Value, outstanding, and the aggregate market value of the shares
held by non-affiliates on that date was approximately $123,000,000.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
PART I
This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Act of 1934. The statements regarding Odyssey Marine
Exploration, Inc. and its subsidiaries contained in this report that are not
historical in nature, particularly those that utilize terminology such as
"may," "will," "should," "likely," "expects," "anticipates," "estimates,"
"believes" or "plans," or comparable terminology, are forward-looking
statements based on current expectations and assumptions, and entail various
risks and uncertainties that could cause actual results to differ materially
from those expressed in such forward-looking statements.
Important factors known to us that could cause such material differences
are identified in this report and in our "RISK FACTORS" in Item 1. We
undertake no obligation to correct or update any forward-looking statements,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any future disclosures we make on related
subjects in future reports to the SEC.
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business Development
Odyssey Marine Exploration, Inc. ("Odyssey," "the Company," "we," "our"
or "us"), is a Nevada corporation formed March 5, 1986. Our principal office
is located at 3604 Swann Ave., Tampa, Florida 33609 and our phone number is
(813) 876-1776.
The Company has four wholly owned and operating subsidiaries:
Odyssey Marine, Inc., ("OMI") a Florida corporation, was formed on
November 2, 1998, for the purpose of administering the Company's Florida based
payroll and insurance plan.
Odyssey Marine Services, Inc., ("OMS") a Nevada corporation, was formed
September 11, 2002, for the purpose of holding and leasing our marine assets,
chartering and leasing vessels and employing marine crew and technical
personnel.
On September 11, 2002, the Company formed a wholly owned Nevada
corporation, OVH, Inc., ("OVH") for the purpose of owning and chartering a
research vessel.
On July 30, 2003, the Company formed a wholly owned Nevada corporation,
Odyssey Retriever, Inc., ("ORI") for the purpose of owning and operating a
vessel suitable for conducting archaeologically sensitive exploration and
recovery of shipwrecks.
(b) Business of Issuer
The Company
Odyssey Marine Exploration, Inc. is engaged in the archaeologically
sensitive exploration and recovery of deep-water shipwrecks throughout the
world. We employ advanced state-of-the-art technology including side scan
sonar, remotely operated vehicles, or ROVs, and other advanced technology,
which enables us to locate and recover shipwrecks at depths that were
previously unreachable in an economically feasible manner.
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Odyssey's founders have significant experience in deep ocean shipwreck
exploration, and have supervised extensive deep-water archeological
excavations with ROVs. In addition to operational experience, our officers
have taken a leadership role in the development of a shipwreck exploration
industry, having founded the Professional Shipwreck Explorer's Association,
served on the United States delegation for the Convention on the Protection of
Underwater Cultural Heritage for four consecutive terms, provided advice to
various government agencies on shipwreck policy issues in both the United
States and abroad, and negotiated the world's first sovereign shipwreck
partnering agreement with any government.
Odyssey is being built on a foundation of shipwreck research, development
of political relationships and advancement of techniques for deep ocean search
and recovery.
Founding Principles
Odyssey was founded on the following principles:
* Ships have been lost through the centuries in deep water while
carrying intrinsically valuable artifacts and cargoes.
* The technology now exists to both find and recover these lost
artifacts and cargoes in an archaeologically-sound fashion.
* The combination of these factors means that a new industry will
likely result, and we plan to be the leader within this new
industry.
Project Criteria
Since 1994, we have spent much of our time conducting research in an
attempt to identify shipwreck projects that meet the following criteria:
* The shipwreck must be in deep water, thereby minimizing the
possibility that it has been broken up and covered by shifting
sands or the object of previous recovery efforts.
* The research must indicate that the shipwreck was carrying enough
intrinsically valuable cargo to pay for the high cost associated
with deep-ocean archaeological recovery, and to provide an
attractive return for our investors and shareholders.
* The research must provide good navigational information concerning
the sinking location in order to minimize the search area and
provide a reasonable expectation that the wreck can be found.
* The issues relating to ownership of the shipwreck and its cargo
must be resolved or reasonably predictable prior to beginning any
recovery in order to minimize potential for litigation.
The United Nations Educational Scientific and Cultural Organization, or
UNESCO, has estimated that there are up to 3,000,000 shipwrecks contained
within the oceans of the world. Historical records suggest that many were
lost with verifiable cargoes of intrinsically valuable material. Of this
universe of potential projects, we have identified more than a dozen projects
that could be initiated immediately.
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Mission and Strategy
Our mission is to become the premier company engaged in deep water
shipwreck exploration through the application of state-of-the-art technology
and dedication to the preservation of underwater cultural heritage through
sound archaeological practices.
The cost of mobilizing vessels, complex equipment and a professional team
of technicians, archaeologists, conservators and scientists capable of
conducting deep-water search and recovery is very high. Therefore, our
strategy is to build a "pipeline" of well-researched projects and then move
equipment and personnel from project to project in a cost-effective and
efficient manner.
Revenue Sources
Although we believe the majority of our anticipated revenue will be
generated through the sales of intrinsically valuable cargoes, we also plan to
produce revenue from other activities including marketing shipwreck
merchandise, expedition sponsorships, sale of intellectual property rights,
adventure tourism, archaeological services, traveling exhibits and operation
of themed attractions.
Active Projects
Our vessel, Odyssey Explorer, is currently working on the SS Republic
project and we plan to use it for the recovery of HMS Sussex later this
summer. Our search vessel, RV Odyssey, is currently conducting search
operations off the United States east coast.
We originally submitted our project plan for HMS Sussex on November 11,
2002. On May 22, 2003 the British Government accepted our Project Plan and we
began to make the arrangements for the financing, vessels, equipment and
personnel necessary to begin operations. However, prior to completing these
arrangements, we located the SS Republic, a steamship lost during a hurricane
in 1865. We decided that we would conduct operations at the Republic site
prior to starting the Sussex in order to perfect our archaeological recovery
protocols.
Since the weather is better for us to work off the United States Atlantic
coast during the spring and early summer, we intend to complete the Republic
exploration and potentially work on one or more other shipwrecks in that area
prior to moving our equipment to the Mediterranean for the Sussex exploration.
In prior years we have disclosed information concerning each of our
search operations. In order to protect the identities of our current projects
we have decided not to release any information relating to our search targets
until we have located the targeted vessel(s) and determined a course of action
to protect our property rights.
SS Republic Project
The SS Republic is a side-wheel steamer lost in deep water in 1865 after
battling a hurricane for two days. The ship, en-route from New York to New
Orleans, was reportedly carrying $400,000 in specie (1865 face value) when it
sank. The ship's history includes service in both the Confederate and Union
navies during the Civil War.
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We discovered the shipwreck in the summer of 2003 nearly 1700 feet below
the surface of the Atlantic Ocean approximately 100 miles off the Georgia
coast. In March 2004, Odyssey was awarded title and ownership to the SS
Republic shipwreck and cargo, including the hull, artifacts and the specie
that was on board when she sank.
The archaeological excavation has been ongoing since mobilization and
deployment of Odyssey's advanced deep ocean archaeological platform.
Odyssey completed the pre-disturbance survey work on the SS Republic
shipwreck site in October of 2003. Over 4,600 digital stills were taken over
the course of 23 dives. The detailed photomosaic produced a detailed high
resolution image of the shipwreck site and debris field. This can be used in
later study and documentation of the SS Republic and serves as a map to help
the Odyssey team determine excavation priorities.
Shortly after commencement of archaeological excavation of the site, a
substantial number of gold and silver coins were revealed using Odyssey's
Sediment Removal and Filtration (SeRF) system.
To date, the Odyssey team has excavated less than one half of the SS
Republic shipwreck site. The face value of recovered coins represents 22.7% of
the "$400,000 in specie" (face value in 1865) that historical research
indicates was on board the Republic when she sank. Odyssey is now searching
for additional deposits of coins, but the site is being excavated in a
systematic fashion, so areas that may potentially hold the remaining coins may
not be reached until further into the excavation.
The excavation system has proven very effective, and the portions of the
site that have been excavated have been cleaned down to the wooden hull
timbers, so that there is no possibility of coins or artifacts remaining in
the excavated areas. The operations team has encountered large beams,
significant amounts of iron and other obstructions that have slowed down
excavation, but ZEUS and the recovery team have proven the effectiveness of
the system by clearing every obstacle. Based on what we see on the remaining
site, we do not anticipate any obstacles that would prevent excavation of the
entire site.
In late 2003, when it appeared that all the coins may have been located
in one small area, we anticipated recovering them all within 60 days. We
recovered significantly more coins than were expected because many of them
were smaller denomination silver half dollar coins. The coin recovery was
efficient, allowing for recovery of up to 2,000 coins or more per day, even
though they were recovered one at a time. The necessity of excavating the
balance of the shipwreck site to find the balance of the coins which research
suggests should still be there has required a reevaluation of the timeframe
for the site excavation.
As we excavate, we are cleaning everything out of the entire hull in a
methodical manner, making certain that there is no possibility that coins or
artifacts could remain in the areas excavated. There are several theories
relating to where the balance of the coins may reside on the shipwreck site.
Our experience with excavation of the site to date indicates that we will be
able to completely excavate the additional areas of possible interest during
the summer of 2004. We remain confident in the research that suggests that
$400,000 in specie went down with the ship and have no reason to believe that
the balance of the coins, if there, cannot be found with the demonstrated
capabilities of our equipment and techniques.
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To date more than 51,000 coins have been recovered including $20.00
Double Eagles, $10.00 Eagles, Half Dollars and Quarter Dollars. Coins from
the SS Republic have been divided into two categories. The "numismatic
collection" contains coins that are indistinguishable from coins that have
never been underwater. These will be priced to correlate with their
numismatic value and will not be offered for sale until Odyssey has completed
sufficient coin recovery on the shipwreck site to provide information
regarding the total population of coins in the collection.
The second category includes ungraded shipwreck coins that have been
conserved and encased in a certified tamper-resistant holder by Numismatic
Conservation Services (NCS) and Numismatic Guaranty Corporation (NGC).
The SS Republic "shipwreck effect" Liberty Seated Half Dollars are
unique. Unlike the graded numismatic coins from the SS Republic shipwreck
site, an expert can tell that these coins have been lying in the ocean for
many years.
These "shipwreck effect" coins were the first available for sale and the
marketing program for them was launched on May 15, 2004 at a 24 hour marathon
of Shop at Home Television "Coin Vault" program. SS Republic ungraded silver
half dollar coins were offered in a package that included a souvenir wooden
box with engraved plaque, a 16 page color booklet and DVD of a National
Geographic MSNBC television special that aired April 25, 2004. These were
offered in four, one hour segments dedicated exclusively to SS Republic coins.
In addition to these sales, a number of the nation's largest coin dealers
have purchased from us the ungraded silver half dollars and have begun
marketing them.
The balance of the ungraded coins, as well as the graded silver and gold
coins, will be released to the retail marketplace in phases in a manner
designed to capitalize on brand-building media exposure and public interest in
the project.
HMS Sussex
The Sussex project is an expedition to locate, recover and market the
artifacts and cargo of a large colonial-period British warship, HMS Sussex,
which was lost in a severe storm in 1694. Based on research conducted by us
and contract researchers, we believe that there is a high probability that the
ship was carrying a cargo of coins with a bullion value of approximately $100
million and a much higher numismatic value. We conducted offshore search
operations on this project in 1998, 1999, 2000 and 2001. Based on the results
of these search operations, we believe that there is a high probability we
have located the remains of HMS Sussex.
On September 27, 2002, we entered into an agreement with the Government
of the United Kingdom of Great Britain and Northern Ireland, (the "British
Government"), that allows us to conduct an archaeologically sensitive
exploration of the shipwreck believed to be HMS Sussex and to recover
artifacts from the shipwreck site. The agreement provides for us to submit a
Project Plan to the British Government concerning the equipment, personnel and
methodologies we intend to use in the exploration of the shipwreck, and the
conservation and documentation of any artifacts and cargo that may be
recovered.
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The following sharing arrangements have been agreed upon with respect to
the aggregate amount of the appraised values and/or selling prices of the
artifacts, net of agreed selling expenses:
British
Range Government Odyssey
---------------------------- ---------- -------
$0 - $45 million 20% 80%
$45 million to $500 million 50% 50%
Above $500 million 60% 40%
In addition to the percentages specified above, we will also pay the
British Government 10% of any net income we derive from intellectual property
rights associated with the project.
We also received the exclusive worldwide right to use the name "HMS
Sussex" in connection with sales and marketing of merchandise (exclusive of
artifacts) related to the shipwreck, and the British Government will receive
3% of the gross sales of such merchandise.
The Agreement is for a period of 20 years, and can only be terminated if:
* the shipwreck is not HMS Sussex;
* no artifacts are retrieved before November 22, 2004; or
* we are in serious breach of our obligations under the agreement.
We have sold through private placements of Revenue Participation
Certificates ("RPCs") the right to share in our future revenues derived from
the Cambridge Project which includes a shipwreck we have found that we believe
to be the HMS Sussex. As of April 30, 1999, when the offering was closed, we
had sold $825,000 of the Cambridge RPCs. As a group, the holders are entitled
to 100% of the first $825,000 of gross revenue, 24.75% of gross revenue from
$4 - $35 million, and 12.375% of gross revenue above $35 million generated by
the Cambridge project. Additionally, on May 26, 1998, we signed an agreement
with a subcontractor that entitled it to receive 5% of the post finance cost
proceeds from any shipwrecks in a certain search area of the Mediterranean
Sea. A shipwreck we have found, which we believe to be the HMS Sussex, is
located within the specified search area and we will be responsible to share
future revenues, if any, from this shipwreck.
Technology
Odyssey is a pioneer in the use of advanced deep-ocean technology for
shipwreck exploration. We are not, for the most part, an inventor of the
technologies required for deep ocean search and recovery. We use technologies
that others, primarily the military, oil industry, and telecommunications
industry, have developed at great expense.
We have learned how to apply these technologies specifically to locate
shipwrecks and to conduct precise archaeological recoveries at depths of 100
to 2,000 meters and beyond. Although we tend to use "off the shelf"
technology because it is cost effective, we do have several proprietary
software and equipment applications that maximize the effectiveness of our
search and recovery systems. Software to precisely document the complete
archaeological excavation and advanced sediment removal and filtration systems
are two examples of our technological innovations.
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Equipment
Most of our projects are conducted in two phases. The search phase is
usually conducted from a smaller vessel outfitted with survey equipment and an
inspection ROV. The recovery phase requires a vessel equipped with a work
class ROV, both long baseline and USBL acoustic positioning systems, and
certain Odyssey technology and proprietary software, which allows us to record
the recovery in an archaeologically sound fashion.
In 2003, we elected to purchase the 113-foot search and survey vessel RV
"Odyssey" and to equip it with sophisticated search and identification
equipment. That ship and search team successfully concluded the SS Republic
search operation with location of the shipwreck August, 2003. RV Odyssey is
currently engaged in the search for a number of targets off the eastern
seaboard of the United States. RV Odyssey will be our primary search vessel
for coastal projects and can recover small artifacts that may aid in
identifying our targets on a cost-effective basis. This vessel operates with
a minimum ship's crew of five and a technical crew of two to four.
We have also upgraded our search system and now use an advanced CHIRP
side scan system integrated with a Geometrics magnetometer which provides us
with an extended search swathe to depths of 2,000 meters. We also purchased a
MaxROVER ROV system that is a significant upgrade to our target inspection
capability. Its size, dexterity and manipulator provide the opportunity for
light recovery work in addition to basic inspection of targets.
During September 2003, we purchased a 251 foot Dynamically-positioned
ship which we named the "Odyssey Explorer" and a 2,500 meter 200 HP work-class
remotely operated vehicle which we nicknamed "ZEUS". Coupled with a
sophisticated suite of cameras, lighting and positioning equipment as well as
advanced computer monitoring and proprietary data management systems, ZEUS
provides us with the capability of performing extensive archaeological
excavation work to depths of 2,500 meters.
The system was mobilized in Baltimore and was deployed to the SS Republic
site in October 2003, where it has been conducting archaeological excavation
of that shipwreck through the entire winter season.
In April 2004, we purchased two new advanced Schilling T3 manipulators
that will provide more dexterity and the capability for recording the X,Y and
Z position of artifacts as they are recovered which will result in more
efficient site excavation. These manipulators are due to be delivered by June
1, 2004 and will be integrated into ZEUS at that time. We have also recently
taken delivery of a new High Definition camera system that will add HD
filmmaking to our intellectual property and media capabilities.
Our plans include expanding operations capability by purchasing an
additional work-class ROV system before summer 2004. This system will be
called "ZEUS 2"and has many of the same systems and operating characteristics
which will make it easier for spare parts management and for our team members
to transition from one system to the other. We expect to take delivery of this
vehicle in June, 2004.
Archaeology and Science
Many of the shipwrecks that we intend to pursue may have important
historical and cultural characteristics. Every such project undertaken by us
will be subject to stringent archaeological standards, thus adding to the body
of knowledge of the people, the history and the culture of the vessel's time.
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We believe adherence to these principles will increase the economic value of
the artifacts and intellectual property rights of each project.
In addition, many deep ocean recovery expeditions will lend themselves to
interdisciplinary scientific studies including oceanography, marine biology,
environmental research, bio-engineering and other fields.
We will also provide a platform for research and development activities
aimed at improving the efficiency of shipwreck exploration. The new systems
we are integrating for our archaeological excavations include advanced
high-definition television and efficient recovery of a wide variety of
artifacts.
Legal and Political Issues
Odyssey works with a number of leading international maritime lawyers and
policy experts to constantly monitor international legal initiatives that
might affect our projects. As a matter of policy, we begin with the
assumption that some entity, whether a government, private concern or
insurance company, likely has some rights to shipwrecks that are slated for
search and recovery operations. Based on this assumption, rigorous legal
tests are applied in order to ascertain which entities might be able to create
roadblocks to a successful project. In some cases, such as that of HMS
Sussex, it is determined that the most prudent mechanism for moving forward is
to negotiate a contract with the owner of a vessel in order to manage
litigation risk.
In other cases, such as the SS Republic Project, we entered into an
agreement whereby we purchased the insurance company's interest, opening the
way for an immediate grant of title to Odyssey by the Federal Court.
To the extent that we engage in shipwreck search and recovery activities
in the territorial, contiguous or exclusive economic zones of countries,
Odyssey intends to comply with verifiable applicable regulations and treaties.
Prior to beginning operations for any project, the legal and political aspects
are carefully researched to ascertain what effect these issues may have on the
potential success of the operation.
These factors are taken into account in determining whether to proceed
with a project as planned. Other factors, such as the new UNESCO Convention
for the Protection of Underwater Cultural Heritage are also taken into
consideration. New political initiatives such as this Convention could
restrict access to historical shipwrecks throughout the world to the extent
that they might require compliance with cultural resource management
guidelines and regulations. Some of these will require adherence to strict
archaeological practices, and we intend to follow reasonable guidelines in all
projects to which they are applicable. Greg Stemm, Odyssey's co-founder, was
a member of the United States delegation that negotiated the UNESCO
Convention, and as such provides us with a thorough understanding of the
underlying principles and ramifications of the Convention, and advance notice
of other cultural resource management issues that might affect our projects.
The UNESCO Convention is not expected to affect operations in
International Waters and the United States, the United Kingdom and other major
maritime governments have already stated explicitly that they do not intend to
sign the Convention. Nevertheless, some countries in whose waters we may work
may sign the Convention. While the UNESCO Convention states that artifacts may
not be sold, it also states that this prohibition may not prevent the
provision of Archaeological services and we intend to provide such services in
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contracts with governments. We believe that the primary value of the cargoes
we seek are trade goods (such as coins, bullion and gems), which are not
artifacts of historical, archaeological or cultural significance and so should
not be subject to the rule prohibiting sale.
We believe there will be increased interest in the protection of
underwater cultural heritage throughout the oceans of the world. We are
uniquely qualified to provide governments and international agencies with
resources to help manage these resources while providing the public with
educational, scientific, historical and entertainment initiatives that
originate from our shipwreck exploration activities.
Competition
There are a number of competing entities engaged in various aspects of
the shipwreck business, and in the future other competitors may emerge. One
or more of these competing entities may locate and recover a shipwreck that we
intend to locate and recover before we can begin operations on that specific
project.
Cost of Environmental Compliance
With the exception of vessel operations and conservation activities, our
general business operations do not expose us to environmental risks or
hazards. We carry insurance that provides a layer of protection in the event
of an environmental exposure resulting from the operation of our vessels. The
cost of such coverage is minimal on an annual basis. The risk related to
conservation activities is considered minimal.
Employees
The Company has 25 full time employees working from our corporate offices
in Tampa Florida. Additionally, we employ approximately 20 crewmen who operate
the vessels R/V Odyssey and Odyssey Explorer. We also hire technical personnel
for marine survey and recovery on the R/V Odyssey and Odyssey Explorer.
Depending on the particular operations they are conducting the R/V Odyssey
will utilize 2-4 technicians and the Odyssey Explorer will use from 14 - 20.
In addition, we hire subcontractors and consultants from time to time to
perform specific services.
Risk Factors
Investors in shares of the our Common Stock should consider the following
risk factors, in addition to other information in this Report:
1. SPECIAL RISKS OF THE BUSINESS. An investment in a business such as
that of the Company should be considered extremely speculative and very risky.
Although we have access to a substantial amount of research and data, which
has been compiled regarding our various projects, the quality and reliability
of such research and data, like all research and data of its nature, is
unknown. Even if we are able to plan and obtain permits for our various
projects, there is a possibility that the shipwrecks may have been salvaged,
or may not have had anything of value on board at the time of the sinking.
Furthermore, even if objects of believed value are located and recovered,
there is the possibility that others, including both private parties and
governmental entities, asserting conflicting claims, may challenge our rights
to the recovered objects. Finally, even if we are successful in locating and
retrieving objects from a shipwreck and establishing good title thereto, there
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can be no assurance as to the value that such objects will bring at their
sale, as the market for such objects is very uncertain.
2. UNCERTAIN RELIABILITY OF RESEARCH AND DATA. The success of a
shipwreck project will be dependent to a substantial degree upon the research
and data assimilated by us. By its very nature, however, all such research
and data regarding shipwrecks, such as those sought by us, is imprecise,
incomplete and unreliable as it is often composed of or affected by numerous
assumptions, rumors, legends, historical and scientific inaccuracies and
inaccurate interpretations which have become a part of such research and data
over time.
3. NATURAL HAZARDS. Underwater recovery operations are inherently
difficult and dangerous and may be delayed or suspended by weather, sea
conditions or other natural hazards. Further, such operations may be
undertaken more safely during certain months of the year than during others.
There can be no assurances that we will be able to conduct our search and/or
recovery operations only during such favorable periods. In addition, even
though sea conditions in a particular search location may be somewhat
predictable, the possibility exists that unexpected conditions in a search
area may occur and that such unexpected conditions might adversely affect our
operations. Further, it is possible that natural hazards may prevent or
significantly delay search and/or recovery operations.
4. UNCERTAIN TITLE TO OBJECTS LOCATED. Persons and entities other than
the Company and entities it is affiliated with (both private and governmental)
may claim title to the shipwrecks. Even if we are successful in locating and
recovering shipwrecks, there is no assurance that we will be able to establish
our rights to property recovered as against governmental entities, prior
owners, or other attempted salvors claiming an interest therein.
5. UNCERTAIN MARKET FOR AND VALUE OF RECOVERED OBJECTS. It is difficult
to predict the price that might be realized from the sale of items that have
been recovered or may be recovered in the future from shipwrecks. The value
of the recovered items will fluctuate with a precious metals market that has
been highly volatile in recent years. Moreover, the entrance on the market of
a large supply of similar items from shipwrecks located and recovered by
others could itself depress the market for these items.
6. DELAY IN DISTRIBUTION OR SALE OF RECOVERED OBJECTS. The methods and
channels, which may be used in the disposition of the recovered items, are
uncertain at present and may include one or a combination of several
alternatives. Ready access to buyers for disposition of any artifacts or other
valuable items recovered, however, cannot be assured and delays in the
disposition of such items are very possible.
7. THEFT. If we locate a shipwreck and assert a valid claim to items
of value, there is a risk of theft of such items at sea, both before and after
their recovery, by "pirates" or poachers and while in transit to a safe
destination.
8. COMPETITION. There are a number of competing entities engaged in
various aspects of the shipwreck business. One or more of these competing
entities may locate and recover the shipwreck that we are planning to locate
and recover. In addition, these competing entities may be better capitalized
and may have greater resources to devote to their pursuit of the shipwreck.
9. FAILURE TO OBTAIN PERMITS. It is possible that we will not be
successful in obtaining title to, or permission to excavate the shipwrecks. In
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addition, permits for the projects may never be issued, and if issued, may not
be legal or honored by the entities that issued them.
10. GENERIC PREFERRED STOCK AUTHORIZED. Our Articles of Incorporation
authorize the issuance of up to 10,000,000 shares of Preferred Stock. The
Board of Directors has the right to establish the terms, preference, rights
and restrictions of the Preferred Stock. Other companies on occasion have
issued series of such preferred stock with terms, rights, preferences and
restrictions that could be considered to discourage other persons from
attempting to acquire control of such companies and thereby insulate incumbent
management. It is possible we could issue shares of our Preferred Stock for
such a purpose. In certain circumstances, the existence of corporate devices
that would inhibit or discourage takeover attempts could have a depressant
effect on the market value of our Common Stock.
ITEM 2. DESCRIPTION OF PROPERTY
We maintain our offices at 3604 Swann Avenue, Tampa, Florida 33609. The
offices consist of approximately 2,900 square feet of office space that we
lease from a non-affiliated company on a month-to-month basis for
approximately $4,000 per month. The approximate rental for the year ending
February 29, 2004 was $45,000. We also have a one year lease through November
2004, on 1,600 square feet of office space at 3606 Swann Avenue, Tampa, Fl
33609 for approximately $2,000 per month. We spent approximately $6,000 on the
lease through February 29, 2004.
We own a 113' Research Vessel the "Odyssey" which we utilize for search
and inspection of shipwreck targets. We purchased the vessel in September 2002
for $465,000 and it is in good condition to carry out its intended purpose.
During August and September of 2003, we spent approximately $2,670,000 to
purchase and retrofit a 251 foot Dynamically-positioned ship which we named
the "Odyssey Explorer" and a 2,500 meter 200 HP work-class remotely operated
vehicle which we nicknamed "ZEUS". This equipment is utilized for the
archaeological exploration and recovery of shipwrecks and is in good condition
to carry out its intended purpose.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
PRINCIPAL MARKET OR MARKETS.
Our Common Stock was traded on the OTC Bulletin Board under the symbol
"OMEX" until November 18, 2003. On November 19, 2003, our stock was listed on
the American Stock Exchange and is traded under the symbol "OMR."
The following table sets forth the high and low sale prices for our
securities during each quarter for the last two years.
12
Price
High Low
Quarter Ended ----- -----
February 28, 2002 $1.93 $0.52
May 31, 2002 $1.60 $0.88
August 31, 2002 $1.15 $0.69
November 30, 2002 $1.84 $0.97
February 28, 2003 $1.38 $0.66
May 31, 2003 $1.45 $0.45
August 31, 2003 $5.50 $1.09
November 30, 2003 $5.60 $3.12
February 29, 2004 $6.50 $4.20
APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.
The number of record holders of our $.0001 par value Common Stock at
April 30, 2004 was 306. This does not include shareholders that hold their
stock in accounts in street name with broker/dealers.
DIVIDENDS.
Holders of the Common Stock are entitled to receive such dividends as may
be declared by our Board of Directors. No dividends have been declared with
respect to our Common or Preferred Stock and none are anticipated in the
foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES.
During the three months ending February 29, 2004, we issued 630,000
shares to four individuals and four companies that exercised warrants for the
purchase of common stock for $1,069,000 in cash.
The securities were issued pursuant to the exemption provided by Section
4(2) of the Securities Act of 1933. The purchasers of these securities are
accredited investors who made an informed investment decision and had access
to material information regarding the Company. The certificates representing
the common shares bear an appropriate legend restricting the transfer of such
securities, and stop transfer instructions have been provided to our transfer
agent in accordance therewith.
ITEM 6. MANAGEMENT'S PLAN OF OPERATION
In the long term, we expect to derive substantially all of our revenue
through the sale and/or display of shipwreck cargoes and artifacts, including
replicas, and through the operation of exhibits and/or themed attractions.
During May 2004 we began selling coins from the SS Republic. We believe
the revenue generated through coin sales will provide us with enough working
capital to meet our financial commitments and obligations for the next twelve
months. In addition, we intend to pledge $20 million worth of gold coins as
collateral for a $5 million secured credit facility through The Bank of Tampa
which we expect to close in the beginning of June 2004. This credit facility
will be used to cover any short-term cash requirements and to purchase a new
remotely operated vehicle, estimated to cost approximately $1.7 million. We
plan to retire this credit facility within one year through the profits
generated from the sale of coins.
13
For the next twelve months, we anticipate spending approximately $350,000
per month to pay salaries and general office expenses, approximately $500,000
per month to operate our recovery ship and approximately $100,000 per month to
operate our search vessel. We will also be conserving artifacts and the budget
for this activity will approximate $2.1 million based upon the coins and
artifacts recovered to date. During May of 2004 we spent approximately
$400,000 purchasing manipulator arms for the ROV.
We are studying the feasibility of operating a traveling exhibit
featuring the SS Republic and opening a permanent shipwreck attraction. The
budgets for these exhibits are not fixed at this time; however, we believe we
will be able to finance the exhibits out of cash flow from coin sales.
For the next twelve months we intend to use the Odyssey Explorer to
complete the recovery of the SS Republic, conduct limited recovery of one or
more shipwrecks off the east coast of the United States and to commence
recovery operations on the Sussex Project. We intend to use the RV Odyssey to
conduct search operations.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
ITEM 7. FINANCIAL STATEMENTS
Please see pages F - 1 through F - 23.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 8A. CONTROLS AND PROCEDURES.
As of February 29, 2004, under the supervision and with the participation
of the Company's Chief Executive Officer and the Chief Financial Officer,
management has evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of February 29,
2004. There have been no changes in internal control over financial reporting
that occurred during the fourth quarter of the fiscal year covered by this
report that have materially affected, or are reasonably likely to affect, the
Company's internal control over financial reporting.
14
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following table sets forth the names, ages and positions of the
officers and directors.
NAME AGE POSITION
----------------- --- ----------------------------------
John C. Morris 55 Chairman and CEO
Gregory P. Stemm 47 Vice-President - Research and
Operations and Director
George Knutsson 66 Director
David J. Saul 64 Director
Henri Germain Delauze 74 Director
George E. Lackman 73 Director
George J. Becker, Jr. 69 Chief Operating Officer
Michael J. Holmes 54 Chief Financial Officer
David A. Morris 53 Secretary and Treasurer
There is no family relationship between any of the Directors or the
Executive Officers of the Company except John Morris and David Morris who are
brothers.
All directors will hold office until the next annual meeting of the
Shareholders.
The following sets forth biographical information as to the business
experience of each Officer and Director of the Company for at least the last
five years.
John C. Morris has served as President, CEO and Chairman of the Board of
Directors of the Company since May 1994. In these capacities, Mr. Morris has
been responsible for strategic planning, financing, and general execution of
our business plan. He has overseen the first deep water archaeological
recovery of a Spanish shipwreck from the 1622 fleet using a remotely operated
vehicle and has been instrumental in the planning and execution of the
company's current search and recovery operations.
Gregory P. Stemm has served as Vice President, Research and Operations
and as a member of the Board of Directors since May 1994. He is responsible
for research and operations on all shipwreck projects. Greg has extensive
experience in managing shipwreck exploration operations since entering the
field in 1986, including deep ocean search and robotic archaeological
excavation on a number of projects. A panelist at the 1998 Law of the Sea
Institute, Stemm was appointed for four consecutive terms to the United States
delegation to the United Nations Educational, Scientific and Cultural
Organization (UNESCO) expert meeting to negotiate the "Draft Convention for
the Protection of Underwater Cultural Heritage." He was selected as a Fellow
of the Explorers Club, and was the founder and past-president of the
15
Professional Shipwreck Explorers Association (ProSEA). Stemm served as a
founding director (1986-93) and international president (1992-93) of YEO
(Young Entrepreneurs Organization) and was also a founding member of the World
Entrepreneurs Organization, where he served on the International Board of
Directors (1997-98).
George Knutsson has served as a Director of the Company since June 2001.
Since 1995, Mr. Knutsson has been the President and Chairman of American Boat
Trailer Rental Company, Inc., which is the largest provider of boat trailer
rentals in the Southeast US. In 1978, he founded Dollar Rental Car of Florida
and served as CEO until 1990, when he sold the company. Mr. Knutsson also
owned and operated Pirates Cove Marina in the Tampa Bay area from 1984 until
he sold it in 1995. From 1995 to 1999, he was the co-founder and Chief
Financial Officer of Pro-Tech Monitoring, which uses patented GPS/cellular
technology in the monitoring and tracking of felons worldwide. He received
his Bachelors degree from the University of Florida and a MBA from the
University of South Florida.
Dr. David J. Saul, who is retired, has served as a member of the
Company's Board of Directors since October 2001. Dr. Saul was Bermuda's
Minister of Finance from 1989 to 1995, and Premier of Bermuda from 1995 to
1997. In addition to his political background, Dr. Saul held two senior posts
with Fidelity Investments, from 1984 through 1995, as the President of
Fidelity Bermuda and Executive Vice President of Fidelity International. He
retired from the firm in 1999, but remains a Director of Fidelity's main
international Board, and a Director of some 40 other Fidelity Companies around
the world - including the U.K., Bermuda, Jersey, Tokyo, Hong Kong, Cayman
Islands, Luxembourg and Taiwan. Dr. Saul's professional activities include two
stints as a Director of the Bermuda Monetary Authority and he currently serves
as a Director of Lombard Odier (Bermuda), a subsidiary of the Swiss Bank, and
a Director of the London Steam Ship Owners' Mutual Insurance Association
(Bermuda) Ltd. A keen oceanographer with a passion for shipwrecks and the sea,
he is a founding Trustee of the Bermuda Underwater Exploration Institute, and
a founding Director of the Professional Shipwreck Explorers Association.
Henri Germain Delauze has served as a member of the Company's Board of
Directors since October 2001. Mr. Delauze, one of the world's leading
underwater technology pioneers, brings extensive technical, operational and
management expertise to Odyssey's Board of Directors. Mr. Delauze was founder
of one of the world's leading underwater technology companies, COMPAGNIE
MARITIME D'EXPERTISES (COMEX), where he has served as President since November
1961. Mr. DeLauze pioneered deep saturation diving using synthetic breathing
mixtures. Delauze was the first man to reach 335 m. depth during an
experimental dive in May 1968, and his company holds world records for both
deep sea and chamber saturation diving. In 1975, he created COMEX INDUSTRIES
and COMEX PRO, two subsidiaries that design, manufacture and market
sophisticated equipment for professional diving, work submarines and remote
operated vehicles (ROV's). COMEX SERVICES, the Group's oil subsidiary,
extended its activities to all the major offshore oil production areas around
the world from 1966 onwards. Mr. Delauze is still the principal shareholder of
COMEX SA, which maintains the following divisions: CYBERNETIX (advanced
robotics, manned observation submarines and ROVs/AUVs for scientific
deep-water archaeology and military purposes), COMEX PRO (manufactures
hyperbaric centers for deep diving, large hospital centers and develops and
manufactures ROVs, especially the ACHILLE and the 2,000 m. SUPER ACHILLE.)
During the year 2002, COMEX S.A., its subsidiaries and CYBERNETIX (group
consolidation) employed over 500 people, including 200 engineers.
16
George E. Lackman Jr., has served as a member of the Company's Board of
Directors since November 2002, and brings experience from his distinguished
career in banking, business operations, shipbuilding, international business
and public service to Odyssey Marine Exploration. Mr. Lackman was founding
Chairman and President of Citrus Park Bank, which was sold to Florida National
Bank in 1985. At Florida National, he served as head of Retail Banking,
Business Banking and Commercial Banking for the Tampa area. After the merger
of Florida National and First Union National Bank he started First Union's
first Private Banking Program in the Tampa area. He retired from First Union
as Vice President of Corporate Development. Mr. Lackman spent 25 years in the
shipyard business, including service as Vice President of Tampa Ship Repair
and Dry Dock Company, Tampa's largest shipyard. He was President of Nutri-Sol
Chemical Company, Marine Insulation Company, Corban Industries and Acetogen
Gas Company of Florida. Mr. Lackman's international experience spans service
as President of an International Investment Group, Chairman of the Tampa
Chamber of Commerce International Board and as President/Chairman of the Tampa
Bay International Business Council. He also served as an Advisor to the
Central American Banks. Mr. Lackman extensive public and community service
includes service to and leadership of many health care organizations. He was
especially active in groups working to reduce infant mortality and increase
prenatal care. Two Florida Governors have called on Mr. Lackman to serve on
various health care and community service groups.
George Becker Jr., joined Odyssey as Chief Operating Officer during April
2002. From 1992 until April 2002, Mr. Becker was the President of George J.
Becker Jr. & Associates, consultants to companies in the leisure, themed
attraction and hospitality industries. Mr. Becker is a senior executive with
thirty years experience in major leisure industry profit center development,
management, marketing, staffing and operations. For twenty-two years, Mr.
Becker was involved in the development and management of the Sea World marine
life parks in the United States and served at various times in several
positions including as the former Executive Vice President of Sea World Inc.,
Chairman and Chief Executive Officer, Sea World of Texas, President and Chief
Executive Officer of Sea World of California and President and Chief Executive
Officer of Sea World of Florida. In 1997 Mr. Becker became President of
Entercitement LLC. He led the creative concept and design of a proposed theme
park in Indianapolis, Indiana. Park development was stopped in 1998 due to a
lack of financing and Mr. Becker resigned in 1999 from Entercitement. Mr.
Becker has been recognized as a tourism leader for his work in several regions
of the country. A skilled new business developer and team builder, Mr. Becker
is known for creating viable management teams, achieving excellent
productivity and harmony between employees of widely divergent skills and
personalities. Becker has been active in a number of national, regional and
state visitor organizations. He served as Executive Director of the Florida
Tourism Commission. In 1983, he was President of the Florida Chamber of
Commerce and in 1984 he chaired Governor Bob Graham's Commission on Public
Facility Financing.
Michael J. Holmes joined Odyssey as Controller in March 2004, and became
Chief Financial Officer on May 24, 2004, although Michael Barton continued to
perform the function of the Chief Financial Officer through May 28, 2004. Mr.
Holmes has served in a variety of subsidiary financial management positions
with Anheuser-Busch Companies, Inc. to include Vice President Finance, Sea
World Orlando; Vice President Finance, Busch Gardens Tampa Bay; Corporate
Controller, Metal Container Corp in St Louis; VP Finance & CFO Exploration
Cruise Lines in Seattle, Washington; and Director Internal Audit Services for
Anheuser-Busch in St Louis. Mike received his undergraduate degree from the
University of Missouri and his MBA from Crummer Graduate School of Business at
Rollins College in Orlando. Mike has also served as an adjunct professor of
17
Accounting at the Rosen School of Hospitality Management, University of
Central Florida in Orlando. Mike has been very active in community leadership
positions to include board member of the Orlando Regional Chamber of Commerce,
the ETC of Central Florida (International Drive Transportation Group) and
Junior Achievement of Tampa Bay. He is currently serving on the Crummer
Graduate School of Business Alumni Board and is a graduate of Leadership
Tampa.
David A. Morris has served as Secretary and Treasurer of the Company
since August 1997. Mr. Morris graduated with a Bachelor of Science degree in
Mechanical Engineering from Michigan State University in 1974.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Audit Committee consists of George Knutsson, David J. Saul and George
Lackman, all of whom are independent outside Directors.
Our Compensation Committee consists of George Knutsson and George
Lackman, both of whom are independent outside Directors.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Form 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
Director, Officer or beneficial owner of more than 10% of the Company's Common
Stock, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year, except that Michael V.
Barton, the Company's former Chief Financial Officer, reported one transaction
late in a Form 4.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive
compensation for the Company's President for the years ended February 29,
2004, February 28, 2003, and February 28, 2002, and each other executive
officer who had total annual salary and bonus in excess of $100,000 during
such years.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------------
Annual Compensation Awards Payouts
-------------------- ---------------- -------
Securi-
ties
Re- Under- All
Name and stricted lying LTIP Other
Principal Stock Options/ Payout Compen-
Position Year Salary Bonus Awards SARs(#) ($) sation
----------------- ---- -------- -------- ------- -------- ------ -------
John C. Morris, 2004 $150,000 $246,500 -0- 250,000 -0- -0-
President 2003 $150,000 $ 2,000 -0- -0- -0- -0-
2002 $125,000 $ -0- -0- 100,000 -0- -0-
18
Gregory P. Stemm, 2004 $150,000 $246,500 -0- 250,000 -0- -0-
Vice-President 2003 $150,000 $ 2,000 -0- -0- -0- -0-
2002 $125,000 $ -0- -0- 100,000 -0- -0-
Michael V. Barton,2004 $100,000 $ 14,500 -0- 100,000 -0- -0-
Former CFO 2003 $ 79,175 $ 1,000 -0- -0- -0- -0-
George J. Becker, 2004 $100,000 $ 14,500 -0- 100,000 -0- -0-
Jr., COO 2003 $ 87,500 $ 1,000 -0- -0- -0- -0-
David A. Morris, 2004 $100,000 $ 14,500 -0- 200,000 -0- -0-
Secr/Treas 2003 $100,000 $ 1,500 -0- -0- -0- -0-
2002 $ 90,000 $ -0- -0- -0- -0- -0-
OPTIONS
The following table sets forth certain information concerning individual
grants of stock options made during the year ended February 29, 2004 to each
Named Executive Officer of the company:
OPTION GRANTS IN LAST FISCAL YEAR (1)
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Share) Date
---------------- ---------- ------------ ------------ -----------
John C. Morris 125,000 7.25% $ 2.50 2/28/2008
John C. Morris 125,000 7.25% $ 1.25 2/28/2008
Greg P. Stemm 125,000 7.25% $ 2.50 2/28/2008
Greg P. Stemm 125,000 7.25% $ 1.25 2/28/2008
Michael Barton 50,000 2.90% $ 2.50 2/28/2008
Michael Barton 50,000 2.90% $ 1.25 2/28/2008
George J. Becker,Jr. 50,000 2.90% $ 2.50 2/28/2008
George J. Becker,Jr. 50,000 2.90% $ 1.25 2/28/2008
David A. Morris 100,000 5.80% $ 2.50 2/28/2008
David A. Morris 100,000 5.80% $ 1.25 2/28/2008
____________
(1) Options generally have a 5-year term. The exercise price of the options
granted exceeded the fair market value of our Common Stock on the date of
grant. The options vest by 25% each six month anniversary of the grant date,
and become 100% vested on the two year anniversary of the grant date.
19
AGGREGATE OPTION EXERCISES IN YEAR ENDED
FEBRUARY 29, 2004 AND FEBRUARY 29, 2004 OPTION VALUES
Securities Under- Value of Unexer-
lying Unexercised cised In-The-
Shares Options at Money Options at
Acquired on February 29, 2004 February 29, 2004
Exercise Value Exercisable/ Exercisable/
Name (Number) Realized Unexercisable Unexercisable
---------------- ---------- --------- ----------------- -----------------
John C. Morris 50,000 $ 225,000 162,500/ 187,500 $612,813/$548,438
Greg P. Stemm 50,000 222,000 162,500/ 187,500 612,813/ 548,438
Michael V. Barton -0- -0- 75,000/ 100,000 263,125/ 314,375
George J. Becker, Jr. 10,000 19,500 100,000/ 100,000 358,125/ 314,375
David A. Morris 50,000 177,300 50,000/ 150,000 146,250/ 438,750
EMPLOYMENT AGREEMENTS
John Morris, Greg Stemm, David Morris and George Becker, Jr. have
employment agreements through February 28, 2005. For the year commencing on
March 1, 2004, the Compensation Committee has set the base salaries for John
Morris and Greg Stemm at $250,000 per year. The base salaries for David
Morris and George Becker, Jr. have been set at $120,000. We anticipate that
in addition to their base salary each of these individuals will receive stock
options and certain other benefits as determined by the Board of Directors.
Michael Barton, who served as the chief financial officer from May 2002 until
May 24, 2004, had an employment agreement and his base salary was $200,000 per
year during the period from March 1, 2004 until May 31, 2004. Mr. Barton
resigned as CFO on May 24, 2004, however, he continued to perform the function
of the CFO until May 28, 2004, and will continue to perform special
assignments for the Company. The employment agreement for Michael Holmes, the
new CFO, has not been completed as of the date of the filing of this report.
EMPLOYEE STOCK OPTION PLAN
During the Special Shareholder Meeting held September 8, 1997, the
Shareholders approved an Employee Stock Option Plan (the "Plan"). The Plan
authorized the issuance of options to purchase up to two million shares of the
Company's Common Stock. On November 7, 2001, the shareholders approved an
amendment to the Plan increasing the number of shares in the Plan to three
million five hundred thousand shares.
The Plan allows the Board of Directors to grant non-qualified stock
options from time to time to employees, officers and directors, and
consultants of the Company. The board determines vesting provisions at the
time options are granted. The option price for any option will be no less
than the fair market value of the Common Stock on the date the option is
granted.
During the fiscal year ended February 29, 2004, we issued the following
options to directors, in addition to those itemized in the Summary
Compensation Table above, from the Plan:
20
Date Number of Option Date
Of Options Exercise Of
Grantee Position Grant Granted Price Expiration
----------------- --------- --------- --------- ------- ---------
George Knutsson Director 3/18/2003 25,000 $1.25 2/28/2008
3/18/2003 25,000 $2.50 2/28/2008
David Saul Director 3/18/2003 25,000 $1.25 2/28/2008
3/18/2003 25,000 $2.50 2/28/2008
Henri G. DeLauze Director 3/18/2003 25,000 $1.25 2/28/2008
3/18/2003 25,000 $2.50 2/28/2008
George Lackman Director 3/18/2003 25,000 $1.25 2/28/2008
3/18/2003 25,000 $2.50 2/28/2008
DIRECTOR COMPENSATION
Effective March 1, 2004 our outside Directors are compensated for
attending meetings according to the following structure:
* Each outside director will receive $10,000 annually. In addition
outside directors shall receive $1,000 per meeting attended on
behalf of the Board of Directors including full Board Meetings,
Audit Committee Meetings, and Compensation Committee Meetings.
* Meetings attended telephonically or in conjunction with a full Board
Meeting shall earn a compensation of $500 for attendance.
* Committee Chairman shall receive and additional $250 per meeting
over which they preside.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table set forth, as of April 30, 2004, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each Officer and Director individually
and all Officers and Directors of the Company as a Group.
Amount of
Name of Beneficial Percentage
Beneficial Owner Ownership of Class
------------------- -------------- ----------
MacDougald Family
Limited Partnership 7,094,008 (1) 18.7%
260 First Avenue South, Suite 110
St. Petersburg, FL 33701
Gregory P. Stemm 2,009,241 (2) 5.3%
3604 Swann Ave
Tampa, FL 33609
John C. Morris 1,649,129 (3) 4.3%
3604 Swann Ave
Tampa, FL 33609
David A. Morris 436,940 (4) 1.2%
3604 Swann Ave
Tampa, FL 33609
21
Michael V. Barton 327,115 (5) 0.9%
3604 Swann Avenue
Tampa, FL 33609
David J. Saul 530,000 (6) 1.4%
3604 Swann Ave
Tampa, FL 33609
Henri DeLauze 330,000 (7) 0.9%
3604 Swann Ave
Tampa, FL 33609
George Knutsson 149,000 (8) 0.4%
3604 Swann Avenue
Tampa, FL 33609
George Becker 193,400 (9) 0.5%
3604 Swann Avenue
Tampa, FL 33609
George Lackman 262,500 (10) 0.7%
3604 Swann Avenue
Tampa, FL 33609
All Officers and Directors
as a group (9 persons) 5,787,325 14.7%
________________
(1) Includes 7,094,008 shares beneficially held by MacDougald Family Limited
Partnership(MFLP). MacDougald Management, Inc.(MMI)is the general partner of
MacDougald Family Limited Partnership. Limited Partners are James E.
MacDougald, his wife Suzanne M. MacDougald, and two trusts created for the
children and grandchildren of Mr. and Mrs. MacDougald.
(2) Includes 606,182 shares held by Greg and Laurie Stemm, 1,178,059 shares
held by Adanic Capital, Ltd., a limited partnership for which Greg Stemm
serves as general partner, and 225,000 shares underlying currently exercisable
stock options.
(3) Includes 1,424,229 shares held by John Morris, and 225,000 shares
underlying currently exercisable stock options.
(4) Includes 312,626 shares held by David A. Morris, 24,314 shares held by
Chad E. Morris his son who lives in the same household, and 100,000 shares
underlying currently exercisable stock options.
(5) Includes 82,000 shares and 125,000 shares underlying currently exercisable
options held by Michael Barton, and 95,115 shares and 25,000 shares underlying
currently exercisable options held by Laura Barton, Mr. Barton's wife.
(6) Includes 280,000 shares held by David J. Saul and his wife Christine, and
150,000 shares underlying currently exercisable stock options, and 100,000
shares underlying a currently exercisable warrant held by David J. Saul.
(7) Includes 225,000 shares and 25,000 shares underlying currently
exercisable stock options held by Henri Delauze, and 80,000 shares held by
COMEX, SA of which Mr. DeLauze is owner.
22
(8) Includes 99,000 shares and 50,000 shares underlying currently exercisable
stock options held by George Knutsson.
(9) Includes 43,400 shares and 150,000 shares underlying currently exercisable
stock options held by George Becker.
(10) Includes 100,000 shares, 62,500 shares underlying currently exercisable
stock options, and 100,000 shares underlying a currently exercisable warrant
held by Mr. Lackman.
EQUITY COMPENSATION PLAN INFORMATION
Plan category Number of securities Weighted Average Number of securities
to be issued upon ex- exercise price of remaining available
exercise of outstand- outstanding options for future issuance
ing options, warrants warrants and rights
and rights
-------------- --------------------- ------------------- --------------------
Equity compen-
sation plans
approved by
securityholders 2,439,000 $ 3.18 421,500
--------------------------------------------------------------------------------
Equity compen-
sation plans
not approved by
securityholders -0- -0- -0-
--------------------------------------------------------------------------------
Total 2,439,000 $ 3.18 421,500
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two years certain officers, directors, and beneficial
owners entered into transactions with the Company as follows:
On January 1, 2001, we renewed loan agreements with Gregory Stemm and
John Morris authorizing each to borrow a maximum of $120,000 from the Company
at 8% annual interest compounded quarterly. On October 10, 2001, the loans
were revised authorizing borrowing up to $130,000 under the same terms and an
additional $20,000 for the exercise of stock options. On March 1, 2002, the
loans were revised to allow borrowing up to $150,000 under the same terms and
up to $20,000 for the exercise of stock options. These loans would have
become due on December 31, 2004. On December 5, 2003 John Morris and Greg
Stemm re-paid the balances in full of the principal amounts and all
accumulated interest due on the loans.
On April 1, 2001, we entered into a loan extension agreement with Robert
Stemm, Gregory Stemm's father, wherein Mr. Stemm extended the due date on his
loan to the Company until March 31, 2003. The principal amount of $56,144 bore
interest at 10% per annum and was secured by an inventory of raw emeralds.
This loan was convertible into shares of Common Stock at the rate of $.50 per
share. On March 31, 2003, we entered into a Debt Conversion Agreement wherein,
23
Mr. Stemm was paid $13,373 in cash and received 108,000 shares of our common
stock for payment in full of the note and accrued interest. Payment of the
note established March 31, 2005, as the expiration date of the warrants for
the purchase of common stock previously issued to Mr. Stemm as an inducement
to extend the loan due dates, and terminated the security interest in the
inventory of raw emeralds that previously secured the note. Warrants held by
Mr. Stemm as a result of his loan to the Company are as follows:
Date issued Number of shares Exercise Price Expiration Date
----------- ---------------- -------------- ---------------
4/1/1999 11,000 $ 3.00/share March 31, 2005
4/1/2000 21,500 $ 2.00/share March 31, 2005
On February 28, 2001, we completed the sale of shares of our Series B
Convertible Preferred Stock, Common Stock and Warrants to MacDougald Family
Limited Partnership ("MFLP") for $3,000,000 in cash. The sale of securities
was made pursuant to a Stock Purchase Agreement dated February 28, 2001. MFLP
purchased 850,000 shares of our Series B Convertible Preferred Stock, 864,008
shares of Common Stock and Warrants to purchase an additional 1,889,000 shares
of Common Stock. The cash used came from operating funds of MFLP. Warrants to
purchase 1,659,000 shares subsequently expired. As of the date of this report,
MFLP holds options to purchase 230,000 shares at $0.30 per share.
Under the terms of the Stock Purchase Agreement, MFLP received certain
rights to require us to register the Common Stock purchased and the shares of
Common Stock issuable on the conversion or exercise of the Preferred Stock and
Warrants for resale under the Securities Act of 1933.
MFLP is a Nevada limited partnership of which MacDougald Management, Inc.
("MMI") is sole general partner. The limited partners include James E.
MacDougald, his wife Suzanne M. MacDougald, and two trusts for the benefit of
the children and grandchildren of Mr. and Mrs. MacDougald. James E.
MacDougald is the President of MMI. Mr. McDougald served on the Board of
Directors of the Company from February through October, 2001.
On October 12, 2001, MFLP delivered a Notice of Conversion to us pursuant
to which MFLP converted 850,000 shares of Preferred Stock held by MFLP into
8,500,000 shares of Common Stock in accordance with the terms of the Stock
Purchase Agreement and the Certificate of Designation. No additional funds
were expended by MFLP in connection with its acquisition of the Common Stock.
The consideration for the Common Stock was the Preferred Stock tendered by
MFLP to us.
As a condition and an inducement to MFLP to convert the Preferred Stock,
the Company and MFLP executed an Amended and Restated Registration Rights
Agreement, dated October 12, 2001 ("Amended and Restated Registration Rights
Agreement"), pursuant to which the Issuer granted MFLP up to five demand
registration rights. Concurrently with the execution of the Amended and
Restated Registration Rights Agreement, the Company and MFLP entered into the
First Amendment to Series B Stock Purchase Agreement, dated October 12, 2001
("First Amendment to Stock Purchase Agreement"), which eliminated certain of
MFLP's rights under the Stock Purchase Agreement.
On May 26, 1998, we signed an agreement with a subcontractor that
entitled it to receive 5% of the post finance cost proceeds from any
shipwrecks in a certain search area of the Mediterranean Sea. A shipwreck we
have found, which we believe to be the HMS Sussex, is located within the
specified search area and we will be responsible to share future revenues, if
any, from this shipwreck. On December 9, 2002, a Georgia limited liability
24
company acquired the 5% interest in the Cambridge Project from the
subcontractor through a foreclosure sale. John Morris and Greg Stemm have
member interests of 32% and 28%, respectively, in the limited liability
company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description Location
-------- ----------- --------
3.1 Articles of Incorporation, as Incorporated by reference to
amended Exhibit 3.1 to the Company's
Annual Report on Form 10-KSB
for the year ended February 28,
2001
3.2 Bylaws Incorporated by reference to
Exhibit 3.2 to the Company's
Annual Report on Form 10-KSB
for the year ended February 28,
2001
3.3 Designation of Series B Incorporated by reference to
Convertible Preferred Stock Exhibit 3.3 to the Company's
Report on Form 8-K dated
February 28, 2001
2.4 Amended Certificate of Incorporated by reference to
Designation of Series C Exhibit 3.4 to the Company's
Convertible Preferred Stock Report on Form 8-K dated
September 19, 2002
10.1 Employment Agreement dated Incorporated by reference to
May 22, 2002, with David A. Exhibit 10.1 to the Company's
Morris Annual Report on From 10-KSB
For the year ended February 28,
2002
10.2 Employment Agreement dated Incorporated by reference to
May 22, 2002, with Greg Stemm Exhibit 10.2 to the Company's
Annual Report on From 10-KSB
For the year ended February 28,
2002
10.3 Employment Agreement dated Incorporated by reference to
May 22, 2002, with John C. Exhibit 10.3 to the Company's
Morris Annual Report on From 10-KSB
For the year ended February 28,
2002
10.4 Employment Agreement dated Incorporated by reference to
May 22, 2002, with Michael V. Exhibit 10.4 to the Company's
Barton Annual Report on Form 10-KSB
For the year ended February 28,
2003
25
10.5 Employment Agreement dated Incorporated by reference to
May 22, 2002, with George Exhibit 10.4 to the Company's
Becker Annual Report on Form 10-KSB
For the year ended February 28,
2003
10.6 Series B Convertible Preferred Incorporated by reference to
Stock Purchase Agreement Exhibit 10.6 to the Company's
Report on Form 8-K
dated February 28, 2001
10.7 1997 Stock Option Plan Incorporated by reference to
Exhibit 10.7 to the Company's
Annual Report on Form 10-KSB for
the year ended February 28, 2001
10.8 Commercial Lease with Incorporated by reference to
Corinthian Custom Homes, Exhibit 10.8 to the Company's
Inc. dated January 24, 2001 Annual Report on Form 10-KSB for
the year ended February 28, 2001
10.9 Amended and Restated Registration Incorporated by reference to
Rights Agreement with Exhibit 10.9 to the Company's
MacDougald Family Limited Annual Report on Form 10-KSB for
Partnership the year ended February 28, 2002
10.10 First Amendment to Series B Incorporated by reference to
Stock Purchase Agreement Exhibit 10.10 to the Company's
Annual Report on Form 10-KSB for
the year ended February 28, 2002
10.11 Partnering Agreement Memorandum Incorporated by reference to
Concerning the Shipwreck of HMS Exhibit 10.11 to the Company's
Sussex, dated September 27, 2002 Quarterly Report on Form 10-QSB
For the quarter ended August 31,
2002
23 Consent of Independent Public Filed herewith electronically
Accountants
(b) Reports on Form 8-K. None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following presents aggregate fees billed to the Company for the
fiscal years ended February 28, 2003 and February 29, 2004 by Ferlita, Walsh &
Gonzalez, P.A., the Company's principal accountant. All fees described below
were approved by the Audit Committee.
Audit Fees. Audit fees billed were $21,601 and $28,375 for the years
ended February 28, 2003 and February 29, 2004, respectively. The fees were
for professional services rendered for the audits of our consolidated
financial statements, reviews of the financial statements included in our
quarterly reports, consultations on matters that arose during our audit and
reviews of SEC registration statements.
Audit-Related Fees. No audit related fees were billed in the years ended
February 28, 2003 and February 29, 2004.
26
Tax Fees. No tax fees were billed in the years ended February 28, 2003
and February 29, 2004.
All Other Fees. No other fees were billed in the years ended February
28, 2003 and February 29, 2004.
Pre-Approval Policies for Non-Audit Services. The Audit Committee
Charter requires pre-approval for any non-audit services performed by our
independent accountants. No non-audit services have been performed by
Ferlita, Walsh & Gonzalez, P.A. during the fiscal years ended February 28,
2003 and February 29, 2004.
27
INDEX TO FINANCIAL STATEMENTS
ODYSSEY MARINE EXPLORATION, INC.
PAGE
Report of Independent Certified Public Accountants . . . . . . . F-2
Financial Statements:
Consolidated Balance Sheet - February 29, 2004 . . . . . . . F-3
Consolidated Statements of Operations for the years
ended February 29, 2004, and February 28, 2003. . . . . . . F-4
Consolidated Statements of Changes in Stockholders'
Equity and Comprehensive Income for the years ended
February 29, 2004, and February 28, 2003 . . . . . . . . . F-5
Consolidated Statements of Cash Flows for the years
ended February 29, 2004 and February 28, 2003. . . . . . . F-6 - F-7
Notes to the Consolidated Financial Statements . . . . . . . F-8 - F-23
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Odyssey Marine Exploration, Inc.
Tampa, Florida
We have audited the accompanying consolidated balance sheet of Odyssey Marine
Exploration, Inc. and subsidiaries as of February 29, 2004, and the related
consolidated statements of operations, stockholders' equity and comprehensive
income, and cash flows for the years ended February 29, 2004 and February 28,
2003. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An Audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Odyssey
Marine Exploration, Inc. and subsidiaries as of February 29, 2004, and the
results of their operations and their cash flows for the years ended February
29, 2004 and February 28, 2003, in conformity with U.S. generally accepted
accounting principles.
/s/ Ferlita, Walsh & Gonzalez, P.A.
FERLITA, WALSH & GONZALEZ, P.A.
Certified Public Accountants
Tampa, Florida
May 3, 2004
F-2
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
FEBRUARY 29, 2004
ASSETS
CURRENT ASSETS
Cash $ 1,351,340
Investments 1,996,420
Inventory 1,928,180
Prepaid expenses 382,240
Deferred tax asset 3,914,853
Other current assets 7,811
-----------
Total current assets 9,580,844
PROPERTY AND EQUIPMENT
Equipment and office fixtures 4,476,490
Accumulated depreciation (603,463)
-----------
3,873,027
OTHER ASSETS
Artifacts 404,929
Inventory (non current) 1,736,271
Deposits 177,613
Deferred tax asset 2,121,745
-----------
4,440,558
-----------
$17,894,429
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,033,526
Accrued expenses 117,207
-----------
Total current liabilities $ 1,150,733
DEFERRED INCOME FROM REVENUE PARTICIPATION CERTIFICATES 887,500
STOCKHOLDERS' EQUITY
Preferred stock - $.0001 par value; 9,300,000
shares authorized; none outstanding -
Preferred stock series A convertible - $.0001 par value;
510,000 shares authorized; none issued and
none outstanding -
Common stock - $.0001 par value; 100,000,000 shares
authorized; 37,993,099 issued and outstanding 3,799
Additional paid-in capital 25,147,839
Unrealized gain on investments, net of tax 2,988
Accumulated deficit (9,298,430)
-----------
Total stockholders' equity 15,856,196
-----------
$17,894,429
===========
The accompanying notes are an integral part of these financial statements.
F-3
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended Year Ended
February 29, February 28,
2004 2003
----------- -----------
REVENUE $ 73,879 $ -
GENERAL AND ADMINISTRATIVE EXPENSES
Administrative 2,378,013 1,259,086
Depreciation 264,778 101,371
----------- -----------
Total general and administrative expenses 2,642,791 1,360,457
OPERATING EXPENSES
Project operations 2,406,233 1,160,746
Marketing and promotion 129,895 99,734
----------- -----------
Total operating expenses 2,536,128 1,260,480
(LOSS) FROM OPERATIONS (5,105,040) (2,620,937)
OTHER INCOME OR (EXPENSE)
Interest income 23,958 33,296
Interest expense (109,227) (5,615)
Loss on disposal of equipment (31,927) -
Other income 40,000 500
Revenue participation (12,986) -
----------- -----------
Total other income or (expense) (90,182) 28,181
----------- -----------
NET(LOSS) (5,195,222) (2,592,756)
Income tax benefit 5,762,103 -
----------- -----------
NET INCOME (LOSS) AFTER TAX 566,881 (2,592,756)
=========== ===========
BASIC INCOME (LOSS) PER SHARE $ 0.02 $ (0.09)
Weighted average number of common
shares outstanding 32,952,161 27,688,992
DILUTED INCOME (LOSS) PER SHARE $ 0.02 $ (0.09)
Weighted average number of common
shares and potential common shares,
basic and diluted, outstanding 34,278,545 27,688,992
The accompanying notes are an integral part of these financial statements.
F-4
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
Accumul-
Addi- ated Un-
tional realized Comprehen-
Preferred Stock Common Stock Paid-In Loss in Accumulated sive
Shares Amount Shares Amount Capital Investment (Deficit) Income
------ ------ ---------- ------ ---------- --------- ------------- -----------
Balance at
February 28, 2002 0 $ - 26,565,536 $2,656 $7,646,895 $ $ (7,272,555) $(1,573,643)
===========
Preferred stock
converted to common 1 - 500,000
Common stock issued
for cash 2,137,800 $ 214 2,498,813
Common stock issued
for accrued expenses 9,000 $ 1 8,999
Common stock issued
for services 9,550 $ 1 9,999
Net loss for the year
ended February 28, 2003 (2,592,756) (2,592,756)
Balance at ------- ----- ---------- ------ ---------- -------- ------------ -----------
February 28, 2003 1 $ - 28,721,886 $2,872 $10,664,706 $ - $ (9,865,311) $(2,592,756)
===========
Common stock issued for
conversion of Series C
Preferred stock (1) - 400,000 40 (40)
Common stock issued
for cash 8,731,435 873 14,109,564
Common stock issued
for services 139,778 14 97,237
Net change in unrealized
gain on investments, net
of related tax effect 2,988 2,988
Net income for the year
ended February 29, 2004 $ 566,881 $ 566,881
Tax benefit related to
exercise of employee stock
options 276,372
Balance at -------- ----- ---------- ------ ----------- --------- ------------ -----------
February 29, 2004 0 $ - 37,993,099 $3,799 $25,147,839 $ 2,988 $ (9,298,430) $ 569,869
======== ===== ========== ====== =========== ========= ============ ===========
The accompanying notes are an integral part of these financial statements.
F-5
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended Year Ended
February 29, February 28,
2004 2003
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 566,881 $(2,592,756)
Adjustments to reconcile net income (loss)
to net cash used by operating activity:
Tax effect of unrealized gain on investments (1,877) -
Tax benefit related to exercise of employee
stock options 276,372 -
Common stock issued for:
Services 74,150 10,000
Officer and director compensation 50,600 -
Interest payable 108,750 -
Depreciation 380,013 101,371
Loss on disposal of equipment 31,927 -
Interest income related parties - (21,387)
Interest expense accrued - 5,615
Inventory (4,049,689) 308
Increase in:
Advances, prepaids, deposits (475,295) (66,784)
Deferred tax asset (6,036,598) -
Increase in:
Accounts payable 953,372 49,387
Accrued expenses 80,875 22,572
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (8,040,519) (2,491,674)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (3,607,691) (564,343)
Purchase of U.S. Treasury bills (1,991,555) -
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (5,599,246) (564,343)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances for related party loans receivable - (15,000)
Repayment of note payable to related party (2,144) -
Proceeds from:
Related party loans receivable 292,627 -
Issuance of common stock 12,936,313 2,499,027
Issuance of preferred stock - 500,000
Issuance on notes payable 978,750 -
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 14,205,546 2,984,027
----------- -----------
NET INCREASE(DECREASE)IN CASH 565,781 (71,990)
CASH AT BEGINNING OF YEAR 785,559 857,549
----------- -----------
CASH AT END OF YEAR $ 1,351,340 $ 785,559
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-6
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
SUPPLEMENTARY INFORMATION:
Interest paid $ 11,229 $ -
Income taxes paid $ - $ -
SUMMARY OF SIGNIFICANT NON CASH TRANSACTIONS
During August 2003 the holder of Series C Convertible Preferred stock elected
to convert the share into 400,000 shares of common stock and a warrant to
purchase an additional 400,000 shares of common stock at a price of $2.50 per
share. Also during August, ten unrelated note-holders converted $978,750 of
principal and $108,750 of interest into 870,000 shares of common stock. In
addition a consultant received 7,143 shares of common stock for services
valued at $5,000. During March 2003, a note holder elected to convert
principal in the amount of $54,000 into 108,000 shares of common stock. In
addition, during 2003, 210,413 shares valued at $137,450 were issued for
consulting services (90,278 shares valued at $69,950), director compensation
(50,000 shares valued at $27,500), officer bonuses (56,000 shares valued at
$30,800) and other expenses (14,135 shares valued at $9,200).
During the quarter ending August 31, 2002, a related party exercised a
non-statutory stock option in part by conversion of an accrued expense account
due to the related party in the amount of $9,000. Also, an unrelated party
elected under the terms of a consulting agreement with the Company, to receive
9,550 shares of restricted common stock in satisfaction of services valued at
$5,000 and payment toward an account receivable of $5,000 due from the
Company.
The accompanying notes are an integral part of these financial statements.
F-7
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND BUSINESS
ORGANIZATION
Odyssey Marine Exploration, Inc. was incorporated March 5, 1986, as a Colorado
corporation named Universal Capital Corporation, Inc. On August 8, 1997
Odyssey Marine Exploration, Inc. (the "Company"), completed the acquisition of
100% of the outstanding Common Stock of Remarc International, Inc., a Delaware
corporation formed May 20, 1994,("Remarc") in exchange for the Company's
Common Stock in a reverse acquisition. On September 7, 1997, the Company
changed its domicile to Nevada and its name was changed to Odyssey Marine
Exploration, Inc.
For accounting purposes the acquisition has been treated as a
re-capitalization of Remarc, with Remarc as the acquirer (reverse
acquisition). The historical financial statements prior to August 8, 1997 are
those of Remarc. Remarc International, Inc. then adopted February as its
fiscal year end.
Subsequently, on February 25, 1999, Remarc International, Inc. and Odyssey
Marine Exploration, Inc. were merged with Odyssey Marine Exploration, Inc.
being the surviving corporation.
Odyssey Marine, Inc., a Florida corporation, was incorporated on November 2,
1998, as a wholly owned subsidiary of Odyssey Marine Exploration, Inc. for the
purpose of administering the Company's payroll and health plan.
On September 11, 2002, the Company formed a wholly owned Nevada corporation,
Odyssey Marine Services, Inc., ("OMS") for the purpose of holding and leasing
marine assets, chartering and leasing vessels and employing marine crew and
technical personnel.
On September 11, 2002, the Company formed a wholly owned Nevada corporation,
OVH, Inc., ("OVH") for the purpose of owning and chartering a research vessel.
On July 30, 2003, the Company formed a wholly owned Nevada corporation,
Odyssey Retriever, Inc., ("ORI") for the purpose of owning and operating a
vessel suitable for conducting archaeologically sensitive exploration and
recovery of shipwrecks.
BUSINESS ACTIVITY
Odyssey Marine Exploration, Inc., is engaged in the archaeologically sensitive
exploration and recovery of deep-water shipwrecks throughout the world. The
corporate headquarters are located in Tampa, Florida.
We own a 113 foot search vessel the R/V Odyssey equipped with side scan sonar,
inspection class remote operated vehicle("ROV") and navigation
F-8
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND BUSINESS - continued
equipment for conducting wide area searches for shipwrecks. We also own a
251-foot recovery vessel the "Odyssey Explorer" equipped with a 7-ton, 205
horsepower work class ROV. We are currently recovering the SS Republic which
sank in 1865 which was located during our July 2003 survey operations.
We are currently developing plans to market cargoes and other products derived
from the recovery operations and to open exhibit attractions to the public.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to
assist in understanding our financial statements. The financial statements
and notes are representations of the Company's management who are responsible
for their integrity and objectivity and have prepared them in accordance with
our customary accounting practices.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Odyssey Marine, Inc., Odyssey Marine Services,
Inc., OVH, Inc, and Odyssey Retriever, Inc. All significant inter-company
transactions and balances have been eliminated.
Use of Estimates
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were used.
Revenue Recognition
Although we have generated minimal revenues to date, marketing of the cargoes,
replicas and ancillary products will be recognized on the point of sale
method.
Cash Equivalents
Cash equivalents include cash on hand and cash in banks. We also consider all
highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents.
Fair Value of Financial Instruments
The carrying value of cash, investments, accounts payable, and accrued
expenses approximate fair value.
F-9
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Considerable judgment is necessarily required in interpreting market data to
develop the estimates of fair value, and, accordingly, the estimates are not
necessarily indicative of the amounts that we could realize in a current
market exchange.
Inventory
Our inventory consists primarily of artifacts from the SS Republic shipwreck
and the Tortugas artifacts collection. The Company has accounted for its
inventory at the lower of costs or market.
Long-Lived Assets
Our policy is to recognize impairment losses relating to long-lived assets in
accordance with Financial Accounting Standards Board No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" based on several factors,
including, but not limited to, management's plans for future operations,
recent operating results and projected cash flows. To date no such impairment
has been indicated.
Comprehensive Income
United States Treasury bills owned by us during the year ending February 29,
2004, were deemed available-for-sale and carried at fair value. Unrealized
gains and losses on these securities were excluded from earnings and reported,
net of any income tax effect, as a separate component of stockholders' equity.
Depreciation
Property and equipment is stated at historical cost. Depreciation is provided
using the straight-line method at rates based on the assets' estimated useful
lives.
Earnings Per Share
Basic earnings per share (EPS) is computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution that
would occur if dilutive securities and other contracts to issue Common Stock
F-10
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
were exercised or converted into Common Stock or resulted in the issuance of
Common Stock that then shared in our earnings.
At February 29, 2004 potential common shares, calculated using the treasury
stock method, were included in the computation of diluted EPS as follows:
Weighted average shares outstanding 32,952,161
Potential common shares due to warrants and options 1,326,384
----------
Weighted average common and potential
common shares outstanding 34,278,545
==========
At February 28, 2003 potential common shares were excluded in the computation
of diluted EPS because their inclusion would have had an antidilutive effect
on EPS. At February 28, 2003, there were options for 658,792 shares and
warrants for 255,000 shares that were exercisable between $0.30 and $.68 per
share which were thus excluded from the computation of diluted EPS. On
February 28, 2003, all of the other exercisable stock options and stock
warrants were excluded from the computation of diluted EPS because the options
exercise prices were greater than the average market price of the common
shares.
Stock-Based Compensation
We account for stock-based compensation using the intrinsic value method in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and have adopted the disclosure provisions of
Statement of Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure, an amendment of FASB
Statement No. 123." Under APB No. 25, when the exercise price of our employee
stock options equals or exceeds the market price of the underlying stock on
the date of grant, no compensation expense is recognized. Accordingly, no
compensation expense has been recognized in the consolidated financial
statements in connection with employee stock option grants.
The following table illustrates the effect on net income and earnings per
share had we applied the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation.
2004 2003
----------- -----------
Net income(loss):
As reported $ 566,881 $(2,592,756)
Pro forma adjustment for
compensation, net of tax (252,823) (252,027)
----------- -----------
Pro forma $ 314,058 $(2,844,783)
=========== ===========
F-11
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Basic income(loss) per share:
As reported $ 0.02 $ (0.09)
Pro forma $ 0.01 $ (0.10)
Diluted income(loss) per share:
As reported $ 0.02 $ (0.09)
Pro forma $ 0.01 $ (0.10)
The weighted average estimated fair value of stock options granted during the
years ended February 29, 2004 and 2003 was $1.21 and $1.07 respectively. These
amounts were determined using the Black-Scholes option-pricing model, which
values options based on the stock price at the grant date, the expected life
of the option, the estimated volatility of the stock, the expected dividend
payments, and the risk-free interest rate over the life of the option. The
assumptions used in the Black-Scholes model were as follows for stock options
granted in the years ended February 29:
2004 2003
------- -------
Risk-free interest rate 3.0% 2.3%
Expected volatility of common stock 496% 193%
Dividend Yield 0% 0%
Expected life of options 4-5 years 4 years
The Black-Scholes option valuation model was developed for estimating the fair
value of traded options that have no vesting restrictions and are fully
transferable. Because option valuation models require the use of subjective
assumptions, changes in these assumptions can materially affect the fair value
of the options. Our options do not have the characteristics of traded options,
therefore, the option valuation models do not necessarily provide a reliable
measure of the fair value of our options.
Equity instruments issued, if any, to non-employees in exchange for goods,
fees and services are accounted for under the fair value-based method of SFAS
No. 123.
Income Taxes
Income taxes are accounted for using an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences attributable to differences between financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. A valuation allowance is provided when it is more
likely than not that some portion or all of the deferred tax asset will not be
realized.
F-12
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Revenue Participation Certificates
Revenue was received during the period ended May 31, 2003 that is subject to
revenue sharing with holders of the Cambridge Revenue Participation
Certificates. The obligation, which was accrued and subsequently paid, has
been classified as other expense.
NOTE C - CONCENTRATION OF CREDIT RISK
We maintain our cash in one financial institution. The Federal Deposit
Insurance Corporation insures up to $100,000. At February 29, 2004 our
uninsured cash balance was approximately $1,078,000.
NOTE D - INVESTMENTS
Investments consist of two United States Treasury Bills which mature for
$1,000,000 each if held to maturity. These were purchased November 28, 2003 at
a cost of $1,991,555 with original maturity dates of greater than 90 days and
have been classified as available for sale securities. At February 29, 2004 an
unrealized gain on investment was recorded in the amount of $4,865 due to the
increase in the fair market value of the investments. The carrying value of
investments at February 29, 2004 is determined as follows:
Investment Maturity
----------- --------
$ 996,275 4/22/04
$ 995,280 5/20/04
-----------
$ 1,991,555
Unrealized gain $ 4,865
-----------
$ 1,996,420
===========
NOTE E - INVENTORY
During the current year we began to recover cargo consisting of gold and
silver coins, bottles and other items from the SS Republic. At February 29,
2004, our inventory consisted of $19,692 in raw emeralds, $5,944 of
merchandise, $3,638,815 of SS Republic cargo. These amounts have been
classified as $1,928,180 as current and $1,736,271 as non current assets. The
carrying amount of the SS Republic cargo has been valued by capitalizing the
costs of recovery of these items.
NOTE F - PREPAID EXPENSE
Prepaid expenses consist of $215,655 of prepaid insurance premiums and
$166,585 of other prepaid operating costs. All prepaid expenses are amortized
on a straight-line basis over the term of the underlying agreements.
F-13
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE G - PROPERTY AND EQUIPMENT
At February 29, 2004 Property and Equipment consist of:
Accumulated
Original Depreciation/ Book
Class Cost Amortization Value
------------------------------- ----------- ------------ -----------
Computers and peripherals $ 116,426 $ 36,641 $ 79,785
Furniture and office equipment 47,350 12,563 34,787
Vessels and marine equipment 4,312,714 554,259 3,758,455
----------- ----------- -----------
$ 4,476,490 $ 603,463 $ 3,873,027
=========== =========== ===========
NOTE H - ARTIFACTS
Artifacts consist of $73,557 of artifacts recovered from the SS Republic and
$331,372 of other artifacts which are held for displays or attractions.
NOTE I - DEPOSITS
Deposits are held by various vendors for equipment, services, and in
accordance with agreements in the normal course of business. At February 29,
2004 deposits total $177,613.
NOTE J - ACCRUED EXPENSES
Accrued expenses at February 29, 2004, consist of:
Compensation and payroll taxes $ 59,827
Other operating expenses 57,380
-----------
$ 117,207
===========
NOTE K - RELATED PARTY TRANSACTIONS
Related Party Loans Receivable
On December 5, 2003 two officers paid a total of $270,082 for payment in full
of loans and accrued interest.
Related Party Interest in Revenue Participation Agreement
On December 9, 2002, a Georgia limited liability company acquired rights from
an unrelated third party through a foreclosure sale to receive 5% of post
finance cost proceeds, if any, from shipwrecks that we may recover within a
predefined search area of the Mediterranean Sea. The shipwreck we believe to
be HMS Sussex is located within this search area. Two of our officers and
directors have member interests in the limited liability company of 32% and
28% respectively.
F-14
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE L - SALE OF REVENUE PARTICIPATION CERTIFICATES
We have sold through private placements of Revenue Participation Certificates
("RPCs") the right to share in our future revenues derived from the Cambridge
or Republic projects. Each $50,000 convertible Cambridge RPC entitles the
holder to receive a percentage of the gross revenue received by us from the
"Cambridge Project", which is defined as all cash proceeds payable to us as a
result of the Cambridge Project, less any amounts paid to the British
Government or their designee(s); provided, however, that all funds received by
us to finance the project are excluded from gross revenue.
As of April 30, 1999, when the offering was closed, we had sold $825,000 of a
maximum of $900,000 of the Cambridge RPCs. As a group, the holders are
entitled to 100% of the first $825,000 of gross revenue, 24.75% of gross
revenue from $4 - 35 million, and 12.375% of gross revenue above $35 million
generated by the Cambridge project.
Distributions are to be made to each certificate holder within 15 days from
the end of each quarterly reporting period in which we receive any cash
proceeds from, or as a result of, the Cambridge Project. The Cambridge RPC
units constitute restricted securities. In a private placement, which closed
in September 2000, we sold "units" comprised of Republic Revenue Participation
Certificates, and Common Stock. Each $50,000 "unit" entitled the holder to 1%
of the gross revenue generated by the Seattle project (formerly referred to as
the Republic project), and 100,000 shares of Common Stock. Gross revenue is
defined as all cash proceeds payable to us as a result of the Seattle project,
excluding funds received by us to finance the project.
When the offering was closed, in September 2000, a total of five $50,000 units
consisting of one Republic RPC and 100,000 shares of Common Stock had been
sold, and the cost of each unit was allocated as $37,500 for the stock and
$12,500 for the RPC. Therefore, a total of $62,500 was reflected on the books
as deferred income from the sale of Republic Revenue Participation
Certificates.
As of February 29, 2004, we had sold, in total, $887,500 of RPCs, which are
reflected on the books as Deferred RPC Income to be amortized under the units
of revenue method.
NOTE M - PREFERRED STOCK
We currently have 9,300,000 shares of Preferred Stock and 510,000 shares of
Series A Convertible Preferred Stock that have been authorized and none
outstanding. The Preferred Stock may be issued in series from time to time
with such rights, designations, preferences and limitation as our Board of
Directors may determine by resolution.
F-15
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE M - PREFERRED STOCK - continued
Series C Preferred Stock
On September 18, 2002, we established a series of Preferred Stock known as
"Series C Convertible Preferred Stock"("Series C Preferred Stock"), having a
par value of $.0001 per share and an authorization of one (1) share. One share
of Series C Convertible Preferred Stock was issued for $500,000 in cash.
On August 19, 2003 the share of Series C Convertible Preferred Stock was
converted into 400,000 shares of our Common Stock and warrants to purchase
400,000 shares of our Common Stock at an exercise price of $2.50 per share.
The converted share was then restored to the status of authorized but
un-issued shares of Preferred Stock of the Corporation, without designation as
to series, and may thereafter be issued.
NOTE N - COMMON STOCK OPTIONS AND WARRANTS
We adopted the 1997 Stock Option Plan on September 8, 1997. Under the terms
of the plan, non-statutory options to purchase Common Stock are granted to
employees, consultants and non-employee directors at not less than 100% of the
fair market value of the shares on the date of grant or the par value thereof
whichever is greater. Options currently expire no later than 5 years from the
date of grant and are fully vested in two years or less. The cumulative number
of shares which may be subject to options issued and outstanding pursuant to
the plan is limited to 3,500,000 shares. Additional information with respect
to the plan's stock option activity is as follows:
Number of Weighted Average
Shares Exercise Price
---------- -----------------
Outstanding at February 28, 2002 2,735,500 $1.64
Granted 190,000 $1.28
Exercised 166,000 $0.52
Cancelled 1,619,500 $2.30
----------
Outstanding at February 28, 2003 1,140,000 $0.80
Granted 1,745,000 $2.34
Exercised 423,500 $0.68
Cancelled 22,500 $1.62
----------
Outstanding at February 29, 2004 2,439,000 $1.91
========== =================
F-16
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE N - COMMON STOCK OPTIONS AND WARRANTS - continued
Options exercisable at
February 28, 2003 742,500 $0.65
========== =================
Options exercisable at
February 29, 2004 1,024,000 $1.21
========== =================
The following table summarizes information about stock options outstanding at
February 29, 2004:
Stock Options Outstanding
--------------------------------------------------
Weighted Average
Number of Remaining Weighted
Range of Shares Contractual Average
Exercise Prices Outstanding Life in Years Exercise Price
----------------- ----------- --------------- --------------
$0.30 - $0.50 200,000 1.25 $0.50
$1.00 - $2.50 1,964,000 3.39 $1.62
$2.60 - $5.00 275,000 5.00 $5.00
----------
2,439,000 3.40 $1.91
==========
We have issued warrants to one individual in connection with loans made to us
and to one consultant for services. We have also issued warrants to ten
individuals in connection with the conversion of loans into common stock, and
to 52 individuals who purchased units in a private placement offering during
August of 2003. Warrants exercisable at February 29, 2004 are as follows:
Price Expiration
Warrants per Share Date
---------- --------- ----------
11,000 3.00 3/31/05
4,217,500 2.50 10/05/05
21,500 2.00 3/31/05
----------
4,250,000
==========
NOTE O- COMPREHENSIVE INCOME
Comprehensive income for the years ended February 29, 2004 and February 28,
2003 was $4,865 and none, respectively. The comprehensive income resulted
entirely from the unrecognized gains on the value of marketable securities
held by us at February 29, 2004.
F-17
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE P - INCOME TAXES
As of February 29, 2004, the Company had consolidated income tax net operating
loss ("NOL") carryforwards for federal tax purposes of approximately
$19,531,000. The NOL will expire in various years ending through the year
2023.
The components of the provision for income taxes (benefits) are attributable
to continuing operations as follows:
2004 2003
----------- -----------
Current
Federal $ 0 $ 0
State 0 0
----------- -----------
$ 0 $ 0
Deferred
Federal $(5,228,090) $ 0
State (534,013) 0
----------- -----------
$(5,762,103) $ 0
=========== ===========
Deferred income taxes reflect the net tax effects of the temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax assets and liabilities are as follows:
Deferred tax assets:
Net operating loss carryforwards $7,812,338
Less: valuation allowance 0
----------
$7,812,338
----------
Deferred tax liability:
Excess of tax over book depreciation $ 349,322
Artifacts recovery costs 1,424,542
Unrealized gain on marketable securities 1,876
----------
$1,775,740
----------
Net deferred tax asset $6,036,598
Less: current net deferred tax asset 3,914,853
----------
Net non-current deferred tax asset $2,121,745
==========
F-18
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE P - INCOME TAXES - continued
Through February 28, 2003, the Company had not recognized any tax provision or
benefit and recorded a 100% valuation allowance because of the uncertainty of
being able to utilize the deferred tax asset. As reflected above, the Company
has recorded a net deferred tax asset of $6,036,598 at February 29, 2004.
Management has determined that a valuation allowance is not necessary because
of the potential for future coin sales. Management believes the Company will
be profitable and will generate taxable income sufficient to utilize the loss
carryforwards. The amount of the net deferred tax assets considered
realizable, however, could change in the near future if estimates of future
taxable income during the carry-forward period are changed.
The change in the valuation allowance is as follow:
February 29, 2004 $ 0
February 28, 2003 $ 3,756,168
-----------
Decrease in valuation allowance $(3,756,168)
===========
Income taxes for the years ended February 29, 2004 and February 28, 2003
differ from the amounts computed by applying the effective income tax rate of
38.5% to income before income taxes as a result of the following:
2004 2003
---------- ----------
Federal income tax computed at
US statutory rate ($1,818,328) ($907,465)
State income taxes net of
federal benefits (185,730) (92,691)
Valuation allowance adjustment (3,756,168) 1,000,156
Unrealized gain on marketable
securities (1,877) 0
----------- ----------
Income tax benefits ($5,762,103) 0
=========== ==========
NOTE Q - COMMITMENTS AND CONTINGENCIES
Rights to Future Revenues, If Any
We have sold the rights to share in future revenues, if any, with respect to
the Seattle (formerly Republic) and Cambridge projects and have recorded
$887,000 as Deferred Income From Revenue Participation Certificates (See NOTE
H). We are contingently liable to share in the future revenue of these
projects only if revenue is derived from these specific projects.
To date the only income derived from these projects resulted in a one time
revenue distribution payment of $12,986 to the holders of the Cambridge RPC's.
F-19
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE Q - COMMITMENTS AND CONTINGENCIES - continued
In addition, on May 26, 1998, we signed an agreement with a subcontractor
that entitled it to receive 5% of the post finance cost proceeds from any
shipwrecks in a predefined search area of the Mediterranean Sea. A shipwreck
we have found, which we believe to be the HMS Sussex, is located within the
specified search area and we will be responsible to share future revenues, if
any, from this shipwreck. On December 9, 2002, a Georgia limited liability
company acquired the 5% interest from the subcontractor through a foreclosure
sale. (See NOTE K)
Industry Related Risks
Although we have access to a substantial amount of research and data which has
been compiled regarding the shipwreck business, the quality and reliability of
such research and data, like all research and data of its nature, is unknown.
Even if we are able to plan and obtain permits for our projects, there is a
possibility that the shipwreck may have been salvaged, or may not have had
anything of value on board at the time of the sinking. Furthermore, even if
objects of believed value are located and recovered, there is the possibility
that our rights to the recovered objects will be challenged by others,
including both private parties and governmental entities, asserting
conflicting claims. Finally, even if we are successful in locating and
retrieving objects from a shipwreck and establishing good title thereto, there
can be no assurance as to the value that such objects will bring at their sale
as the market for such objects is very uncertain.
Partnering Agreement
On September 27, 2002, we entered into an agreement (the "Agreement") with the
Government of the United Kingdom of Great Britain and Northern Ireland (the
"British Government"). The Agreement allows us to conduct an archaeologically
sensitive exploration of the shipwreck believed to be HMS Sussex and to
recover artifacts and cargoes from the wreck site.
The Agreement provides for us to submit a Project Plan (the "Plan") to the
British Government concerning the equipment, personnel and methodologies we
intend to use in the exploration of the shipwreck, and the conservation and
documentation of any artifacts and cargo that may be recovered. We submitted
our Plan to the government on November 11, 2002, and received approval on May
22, 2003.
We have paid a 5,000 pounds (approximately $7,845) refundable license fee and
will be required to make an expense deposit, prior to the commencement of
recovery operations, of approximately 150,000 pounds (approximately $279,000
at February 29, 2004) for the British Government's expenses in connection with
the project. In the event the project is not successful, we are responsible
F-20
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE Q - COMMITMENTS AND CONTINGENCIES - continued
for a maximum amount of 250,000 pounds (approximately $465,000 at February 29,
2004) of the British Government's expenses related to the project. At such
time as we represent to the British Government that we have recovered $3.5
million worth of cargo and/or artifacts, all funds advanced for the British
Government's expenses will be returned to us. We are also required to make a
$100,000 deposit to ensure that funds are available for the conservation and
documentation of any artifacts recovered. This deposit will be required before
any activities may commence and the Agreement provides a mechanism for raising
or lowering the deposit amount depending upon the quantity and condition of
the artifacts that need to be conserved, documented and curated.
The following sharing arrangements have been agreed upon with respect to the
aggregate amount of the appraised values and/or selling prices of the
artifacts, net of agreed selling expenses:
British
Range Government Odyssey
---------------------------- ---------- -------
$0 - $45 million 20% 80%
$45 million to $500 million 50% 50%
Above $500 million 60% 40%
In addition to the percentages specified above, we will also pay the British
Government 10% of any net income we derive from intellectual property rights
associated with the project.
We also received the exclusive worldwide right to use the name "HMS Sussex" in
connection with sales and marketing of merchandise (exclusive of artifacts)
related to the wreck, and the British Government will receive 3% of the gross
sales of such merchandise.
The Agreement is for a period of 20 years, and may only be terminated if the
shipwreck is not the HMS Sussex; if no artifacts are retrieved before November
22, 2004; or if we are in serious breach of our obligations under the
Agreement.
Administrative Office Commitment
We maintain our offices in two adjacent buildings in Tampa, Florida. The
offices consist of approximately 2,900 square feet of office space that we
lease from a non-affiliated company on a month-to-month basis for
approximately $4,000 per month. The approximate rental for the year ending
February 29, 2004 was $45,000. We also have a one year lease through November
2004, on 1,600 square feet of office space for approximately $2,000 per month.
We spent approximately $6,000 on the lease through February 29, 2004 and will
spend an additional $18,000 through the term of the lease.
F-21
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE R - SUBSEQUENT EVENTS
Title to artifacts
On March 22, 2004 a judgment was awarded by the U.S. District Court for the
Middle District of Florida, Tampa Division granting us title and ownership to
the SS Republic shipwreck and cargo, including the hull, all artifacts and the
specie that was on board when the ship sank.
Revenue from Operations
During May 2004, the company began to generate its first significant revenue
as a result of the sales of SS Republic shipwreck silver coins. The company
expects to record sales during the month of approximately $3 million.
Purchase Commitment
On March 17, 2004 we entered into a sales agreement for the purchase of wood
boxes for the packaging of coins in the amount of $401,500. Under the terms of
the sales agreement we entered into an irrevocable standby letter of credit
for an amount up to $321,200 which expires on December 31, 2004.
Revolving Credit Facility
On May 3, 2004 we received a commitment letter for a $5 million revolving
credit facility. The facility from The Bank of Tampa is for a term of 1 year,
carries a floating interest rate of the banks published prime rate, currently
4%, and is secured by a portion of our gold coin inventory. The facility
requires interest only payments on any outstanding balance and must be repaid
in full at the end of the term. We expect to close the loan in the beginning
of June, 2004.
NOTE S - RECENTLY ISSUED ACCOUNTING STANDARDS
Below is a listing of the most recent accounting standards and their effect on
the Company.
SFAS 149 AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES
This Statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement NO. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES.
SFAS 150 FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND
EQUITY
This Statement requires that such instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial instruments entered
into or modified after May 31, 2003.
F-22
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE S - RECENTLY ISSUED ACCOUNTING STANDARDS - continued
FASB Interpretation No. 46, "Consolidation of Variable Interest Entities"
("Interpretation No. 46") clarifies the application of Accounting Research
Bulletin No. 51, "Consolidated Financial Statements," to certain entities in
which equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties.
The adoption of these new Statements is not expected to have a material effect
on the Company's financial position, results or operations, or cash flows.
F-23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Dated: May 28, 2004 By:/s/ John C. Morris
John C. Morris, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ John C. Morris President and Chairman May 28, 2004
John C. Morris
/s/ Gregory P. Stemm Vice President and Director May 28, 2004
Gregory P. Stemm
/s/ Michael V. Barton Performing the function of May 28, 2004
Michael V. Barton the Chief Financial Officer
/s/ David A. Morris Secretary and Treasurer May 28, 2004
David A. Morris (Principal Accounting Officer)
/s/ Henri G. DeLauze Director May 28, 2004
Henri G. DeLauze
/s/ George Knutsson Director May 28, 2004
George Knutsson
/s/ David J. Saul Director May 28, 2004
David J. Saul
/s/ Geroge E. Lackman Director May 28, 2004
George E. Lackman, Jr.