SEC Comment Letter for ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528) (OMEX) — Oct 22, 2015
ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528)
Date: Oct. 22, 2015 · CIK: 0000798528 · Accession: 0000000000-15-051043
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 October 22, 2015 Philip S. Devine Chief Financial 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, 2014 Filed March 16, 2015 File No. 001 -31895
Dear Mr. Devine :
We have limited our review of your filing to the financial statements and related disclosures and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when yo u will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Year Ended December 31, 2014
Financial Statements
Note N – Deferred Income and Revenue Participation Rights, page 57
1. We note that your deferred income balance related to the contract with Galt Resources on the HMS Victory project has not yet been recognized due to the project remaining in the UK courts at the current time. We further note a UK Telegraph article from February 15, 2015 that implies that the Maritime Heritage Foundation has only ₤65,000 and there is believed to be no treasure at the site and therefor e you would be performing the work as pro bono work for its historical significance. In light of this article, please explain to us why you believe your deferred revenue is recoverable and explain in further detail your obligations to Galt Resources in th e event there is no treasure at the site of the HMS Victory. Your response should clearly explain your liability to Galt in the event you are
Philip S. Devine Odyssey Marine Exploration, Inc. October 22, 2015 Page 2
not paid from the HMS Victory project given that Galt has already paid for revenue participation rights in the pr oject.
2. In a related matter, given that your disclosure on page five indicates that although the Ministry of Defence gave its consent to proceed with excavations and withdrew such consent in March 2015, please explain to us the reasons for the withdrawa l of consent and clearly explain the nature of the Judicial Review by the United Kingdom government concerning the HMS Victory project.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commis sion or any person under the federal securities laws of the United States.
You may contact Heather Clark at 202-551-3624 if you have questions regarding comments on the financial statements and rel ated matters. Please contact me at 202-551-3379 with any other questions.
Sincerely,
/s/ Melissa Raminpour
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Mail Stop 3561 October 22, 2015 Philip S. Devine Chief Financial 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, 2014 Filed March 16, 2015 File No. 001 -31895 Dear Mr. Devine : We have limited our review of your filing to the financial statements and related disclosures and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when yo u will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Year Ended December 31, 2014 Financial Statements Note N – Deferred Income and Revenue Participation Rights, page 57 1. We note that your deferred income balance related to the contract with Galt Resources on the HMS Victory project has not yet been recognized due to the project remaining in the UK courts at the current time. We further note a UK Telegraph article from February 15, 2015 that implies that the Maritime Heritage Foundation has only ₤65,000 and there is believed to be no treasure at the site and therefor e you would be performing the work as pro bono work for its historical significance. In light of this article, please explain to us why you believe your deferred revenue is recoverable and explain in further detail your obligations to Galt Resources in th e event there is no treasure at the site of the HMS Victory. Your response should clearly explain your liability to Galt in the event you are Philip S. Devine Odyssey Marine Exploration, Inc. October 22, 2015 Page 2 not paid from the HMS Victory project given that Galt has already paid for revenue participation rights in the pr oject. 2. In a related matter, given that your disclosure on page five indicates that although the Ministry of Defence gave its consent to proceed with excavations and withdrew such consent in March 2015, please explain to us the reasons for the withdrawa l of consent and clearly explain the nature of the Judicial Review by the United Kingdom government concerning the HMS Victory project. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commis sion or any person under the federal securities laws of the United States. You may contact Heather Clark at 202-551-3624 if you have questions regarding comments on the financial statements and rel ated matters. Please contact me at 202-551-3379 with any other questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief Office of Transportation and Leisure