SEC Comment Letter for ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528) (OMEX) — Jun 13, 2011
ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528)
Date: June 13, 2011 · CIK: 0000798528 · Accession: 0000000000-11-036100
AI Filing Summary & Sentiment
File numbers found in text: 001-31895
Referenced dates: May 26, 2011
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 June 13, 2011 Via Facsimile Mr. Gregory P. Stemm , Chief Executive Officer Odyssey Marine Exploration, Inc. 5215 W. Laurel Street Tampa, Florida 33607
Re: Odyssey Marine Exploration, Inc. Form 10- K for the year ended December 31 , 2010 Filed February 28, 2011 File No. 001-31895
Dear Mr. Stemm:
We have reviewed your response letter dated May 26, 2011 and have the following comments. Unless otherwise indicated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the e nd of this letter. Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corres p” with a copy to the staff . Please respond within ten (10) business days.
Mr. Gregory P. Stemm , CEO Odyssey Marine Exploration, Inc. June 13, 2011 Page 2
Annua l Report on Form 10- K for the year ended December 31, 2010 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page Liquidity and Capital Resources, page 24 Quantitative and Qualitative Disclosures about Market Risk, page 26 1. We note from the company’s response to prior comment 2 that the applicable disclosures were included in note B of the financial statements and will be included in the appropriate market risk section of MD&A in future filings. In this regard, we note that the current disclosures in note B do not comply with the requirements of Item 305 of Regulation S -K. Given the significance of your mortgages and notes payable and interest expense in your financial statements, p lease revise your disclosure in future filings regarding your exposure to interest rate risk to provide these disclosures in one of the formats outlined in Item 305(a) of Regulation S -K.
Definitive Proxy Statement on Schedule 14A Annual Incentive Compensation and Targets, page 17 2. We note your response to our prior comment 11 and reissue. Please confirm that in future filings you will revise to quantify all performance goals or targets and the goals and targets actually achieved in order for your named executive officers to earn their annual incentive compensation. To the extent you believ e that disclosure of the goals or targets is not required because it would result in competitive harm such that the goals or targets could be excluded under Instruction 4 to Item 402(b) of Regulation S -K, please provide a detailed explanation for such conc lusion on a supplemental basis.
Summary Compensation Table, page 20 3. We note your response to our prior comment 12 and reissue. Please confirm that in future filings you will disclose the annual incentive compensation amounts in the “Non- Equity Incentive Plan Compensation” column and, to the extent amounts are paid, in the exercise of positive discretion, over and above the amounts earned due to the achievement of any performance measures, disclose those amounts in the “Bonus” column. Please also confirm that in future filings you will include disclosure, as applicable, in the “Estimated Future Payouts Under Non- Equity Incentive Plan Awards” column of the “Grants of Plan- Based Awards” table.
Mr. Gregory P. Stemm , CEO Odyssey Marine Exploration, Inc. June 13, 2011 Page 3
You may contact Heather Clark at 202- 551-3624 or me at 202- 551-3813 if you have questions regarding comments on the financial s tatements and related matters. Please contact Donald Field at 202- 551-3680 with any other questions.
Sincerely,
Linda Cvrkel
Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
June 13, 2011
Via Facsimile
Mr. Gregory P. Stemm , Chief Executive Officer
Odyssey Marine Exploration, Inc.
5215 W. Laurel Street
Tampa, Florida 33607
Re: Odyssey Marine Exploration, Inc.
Form 10- K for the year ended December 31 , 2010
Filed February 28, 2011
File No. 001-31895
Dear Mr. Stemm:
We have reviewed your response letter dated May 26, 2011 and have the following comments.
Unless otherwise indicated, we think you should revise your document in future filings in
response to these comments. If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the e nd of this letter.
Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason. Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff . Please respond
within ten (10) business days.
Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
June 13, 2011
Page 2
Annua l Report on Form 10- K for the year ended December 31, 2010
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
18
Liquidity and Capital Resources, page 24
Quantitative and Qualitative Disclosures about Market Risk, page 26
1. We note from the company’s response to prior comment 2 that the applicable disclosures
were included in note B of the financial statements and will be included in the
appropriate market risk section of MD&A in future filings. In this regard, we note that the current disclosures in note B do not comply with the requirements of Item 305 of Regulation S -K. Given the significance of your mortgages and notes payable and interest
expense in your financial statements, p lease revise your disclosure in future filings
regarding your exposure to interest rate risk to provide these disclosures in one of the
formats outlined in Item 305(a) of Regulation S -K.
Definitive Proxy Statement on Schedule 14A
Annual Incentive Compensation and Targets, page 17
2. We note your response to our prior comment 11 and reissue. Please confirm that in
future filings you will revise to quantify all performance goals or targets and the goals
and targets actually achieved in order for your named executive officers to earn their annual incentive compensation. To the extent you believ e that disclosure of the goals or
targets is not required because it would result in competitive harm such that the goals or targets could be excluded under Instruction 4 to Item 402(b) of Regulation S -K, please
provide a detailed explanation for such conc lusion on a supplemental basis.
Summary Compensation Table, page 20
3. We note your response to our prior comment 12 and reissue. Please confirm that in
future filings you will disclose the annual incentive compensation amounts in the “Non-
Equity Incentive Plan Compensation” column and, to the extent amounts are paid, in the
exercise of positive discretion, over and above the amounts earned due to the
achievement of any performance measures, disclose those amounts in the “Bonus” column. Please also confirm that in future filings you will include disclosure, as
applicable, in the “Estimated Future Payouts Under Non- Equity Incentive Plan Awards”
column of the “Grants of Plan- Based Awards” table.
Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
June 13, 2011
Page 3
You may contact Heather Clark at 202- 551-3624 or me at 202- 551-3813 if you have questions
regarding comments on the financial s tatements and related matters. Please contact Donald Field
at 202- 551-3680 with any other questions.
Sincerely,
Linda Cvrkel
Branch Chief