SEC Company Response from ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528) (OMEX) — Oct 15, 2013
ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528)
Date: Oct. 15, 2013 · CIK: 0000798528 · Accession: 0001193125-13-399668
AI Filing Summary & Sentiment
File numbers found in text: 001-31895
Letter
VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Attention: Ms. Effie Simpson Re: Odyssey Marine Exploration, Inc. (the “Company”) Form 10-K for the Year Ended December 31, 2012 (the “Form 10-K”) Filed March 12, 2013 SEC File No.: 001-31895
Dear Ms. Simpson:
The purpose of this letter is to respond to the Staff’s comment letter of September 11, 2013 (as supplemented by the Staff’s letter of October 7, 2013, the “Comment Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response.
Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations Costs and Expenses, page 16
Consolidated Statements of Income, page 34
1. We note your brief discussion regarding cost of sales indicating that the decrease is attributed to fewer coin sales in 2012 versus 2011. However, given that $3.7 million of the increase in Artifact sales and other revenue pertains to silver sales, we are unclear as to why cost of sales was not materially impacted in connection with the related revenue increase. Please explain to us and revise your disclosure to explain why costs of sales did not experience an increase as a result of the increased silver sales during 2012.
Cost of sales consists of shipwreck recovery costs, grading, conservation, packaging, and shipping costs associated with artifact and merchandise sales. The $3.7 million you refer to was other revenue from the recovery and sale (on behalf of the United Kingdom Government (the “UKG”) of bulk commodity silver, not sales of coins or artifacts from inventory. We did not have cost of sales with respect to the sale of the bulk commodity silver because we did not own the silver. Instead, it was owned by the UKG and sold on behalf of the UKG. Although we are entitled to a portion of the proceeds from the sale of the silver, and the UKG reimburses our operating expenses related to its recovery, these operating expenses are not included in cost of sales.
Securities and Exchange Commission
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We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K. Nonetheless, Odyssey will revise the disclosure in future filings to include language that explains why an increase in other revenue associated with the recovery and sale (on behalf of the UKG) of bulk commodity silver does not cause a related increase in cost of sales.
2. We note from the discussion included in the last paragraph on page 16 that the decrease in operating and research expenses that occurred from 2011 to 2012 was due to a recoupment of Gairsoppa total project search and recovery costs of $17.8 million which have been recovered based upon silver proceeds from the project in 2012. Please tell us and explain in MD&A and the notes to your financial statements the nature and amount of the costs that you are entitled to recover under the terms of your arrangement for this project. Also, please disclose the amounts received under this arrangement during each period presented in your financial statements and explain how you recognize and account for the amounts received in your financial statements.
Under our agreement with the United Kingdom Government for the Gairsoppa shipwreck, any proceeds from the recovery of the government-owned shipwreck cargo are first applied as a reimbursement to Odyssey for its search and recovery expenses related to the project. Any remaining net proceeds from the silver owned by the United Kingdom Government are then split 20/80 between the government and Odyssey, respectively. In 2012, the proceeds from the silver sale were sufficient to fully reimburse Odyssey’s expenses and to provide net proceeds that were split between the two parties. In 2012, the United Kingdom Government reimbursed Odyssey for a total of $17.8 million related to the successful Gairsoppa project. The $17.8 million of search and recovery expenses for the Gairsoppa project consisted of $14.9 million of vessel-related expenses (ships’ crew, provisions, port fees and charter expenses), $1.7 million for fuel, $.4 million for specialized equipment and administrative expenses of $.8 million. These Gairsoppa project expenses were credited to operating expense (“Operations and research”) in 2012 because the recovery occurred and monetization was certain during 2012.
We do not believe that adding the disclosure suggested in the Comment Letter would materially change the disclosure in the Form 10-K, which already includes disclosure of the total amount. Accordingly, we would respectfully request that Odyssey not be required to amend the Form 10-K to add the additional disclosure. Nonetheless, Odyssey will revise the disclosure in future filings to include language that states the nature and amount of the costs we are entitled to recover under the terms of the arrangement for this project, discloses the amounts received under this arrangement during each period presented in our financial statements, and explains how we recognize and account for the amounts received in our financial statements.
3. In a related matter, we note from the discussion in the last paragraph on page 18 that the favorable income statement impact was $25.4 million from the Gairsoppa project in 2012. Please tell us and revise your discussion in MD&A to explain the nature and amounts of the various components (i.e., revenues received, cost reimbursements, deferred revenues recognized, etc.) comprising this favorable income statement income. As part of your response and your revised disclosure, you should also explain how these various components are recognized and accounted for in your consolidated financial statements.
Securities and Exchange Commission
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The favorable income statement impact of $25.4 million is comprised of a credit to operating expenses of $17.8 million related to the reimbursed search and recovery expenses under the caption “Operations and research,” $3.7 million of other revenue representing our contractual share of proceeds for the recovered bulk commodity silver and $3.9 million of deferred revenue upon satisfaction of our agreement with Galt recognized in 2012 as other revenue.
We do not believe that adding the disclosure suggested in the Comment Letter would materially change the disclosure already in the Form 10-K, particularly because these items are explained elsewhere in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the Form 10-K to add the additional disclosure. Nonetheless, Odyssey will revise the disclosure in future filings to explain the nature and amounts of the various components and how these various components are recognized and accounted for in our consolidated financial statements.
Other Income or Expense, page 17
4. Given the material amount of gains and losses recognized on changes in the fair value of derivative liabilities during all periods presented in your statements of operations, please revise MD&A to explain the facts or circumstances and related changes in assumptions that resulted in these significant gains and losses during all periods presented in your financial statements. MD&A included in your quarterly reports on Form 10-Q should be similarly revised.
Year Ended 2011 Compared to 2010
The favorable impact of fair value of derivative instruments of $8.6 million was primarily a result of redemptions in 2012 compared to 2011 ($4.7 million) and change in stock price ($3.8 million).
Year Ended 2012 Compared to 2011
The unfavorable impact of fair value of derivative instruments of $1.3 million was a result of the effect of redemptions of Senior Convertible Notes ($3.7 million) and change in stock price ($1.3 million), offset in part by favorable changes in stock price volatility ($2.5 million) and the Additional Note and warrants issued in 2012 ($1.1 million).
Three Months Ended March 31, 2013 Compared to 2012
The unfavorable impact of fair value of derivative instruments of $.8 million was predominantly the change in stock price.
Six Months Ended June 30, 2013 Compared to 2012
The favorable impact of fair value of derivative instruments of $5.2 million was predominantly the change in stock price ($3.7 million) and stock price volatility ($1.3 million)
Our changes in assumptions in our derivative model did not have a material impact on the change in fair value of the related derivative instruments.
Although the reasons for the changes in the fair value of derivative instruments are not quantified, the MD&A does reference the Note to the Financial Statements which does include the reasons. Therefore, we do not believe revising the disclosures as suggested in the Comment letter would
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materially change the disclosures already included in the Forms 10-K and 10-Q. Nonetheless, Odyssey will revise the disclosure in future filings to quantify significant changes in the fair value of derivative instruments.
Consolidated Statements of Changes in Shareholders’ Equity page 35
Consolidated Statement of Cash Flows, page 36
5. We note that the proceeds from common stock issued for cash during 2012 and 2011 as reflected in your consolidated statement of changes in shareholders’ equity do not agree to the amounts reflected in your consolidated statements of cash flows for these periods. Please reconcile and revise these disclosures.
The 2011 difference between the Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Stockholders’ Equity for proceeds from common stock issued is $229,500. This amount consists of $10 for par value on common stock and $229,490 additional paid in capital from warrants exercised for cash and captioned as “Common stock issued on convertible instruments” and reported on the Statement of Changes in Shareholders’ Equity.
The 2012 difference between the Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Stockholders’ Equity for proceeds from common stock issued for cash is $820,875. This amount consists of $48 for par value on common stock issued and $820,827 additional paid in capital from warrants exercised and captioned on the Statement of Changes in Stockholders Equity as “Common stock issued on convertible instruments”.
We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K.
Note A. Organization and Summary of Significant Accounting Policies, page 38
Revenue Recognition and Accounts Receivable
6. We note from the disclosure included on page 16 of MD&A that revenue recognized during 2012 included revenue from the Gairsoppa project. We further note that this revenue included $3.7 million related to silver sales and $3.9 million related to revenue from deferred income that represented revenue participation rights earned from the Galt Resources investment. Please tell us and revise your revenue recognition policy included in your summary of significant accounting policies to explain how you are recognizing each of these types of revenue in your consolidated financial statements. Your response and your revised disclosures should also explain the types of costs incurred in connection with generating these types of revenues and should also explain how the related costs are being recognized in your consolidated financial statements.
Revenue from product sales is recognized at the point of sale when legal title transfers. Legal title transfers when product is shipped or is available for shipment to customers. Costs of goods sold is recorded for product sales in the period the corresponding revenue is recognized.
Securities and Exchange Commission
October 15, 2013
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In accordance with Topic A.1. in SAB 13: Revenue Recognition, exhibit and expedition charter revenue is recognized ratably when realized and earned as time passes throughout the contract period as defined by the terms of the agreement. Expenses related to the exhibit and expedition charter revenue are recorded as incurred and presented under the caption “Operations and research” on our Consolidated Statements of Income.
Other revenue of $3.2 million consists of our fees related to the recovery of bulk silver bullion from the Gairsoppa project that exceeds the directly related operating and recovery expenses. We recognize revenue when we complete our contractual obligation to deliver the silver bullion to the refining agent and the amount of revenue is reasonably assured based on the London Bullion Market rates. Operating and recovery expenses incurred in connection with the silver bullion fees consisted of $14.9 million of vessel-related expenses (ships’ crew, provisions, port fees and charter expenses), $1.7 million for fuel, $.4 million for specialized equipment and administrative expenses of $.8 million incurred during 2011 and 2012. These expenses were charged to the consolidated Statements of Income as incurred and subsequently reimbursed per our contract and recorded as a benefit (credit to expense) during 2012.
Other revenue also includes our recognition of deferred revenue of $3.9 million related to revenue participation rights we previously sold to an investor. Upon receipt of funds payable to Galt for their revenue participation rights, we recognized revenue based upon the percent of Galt-related proceeds from the sale of silver as a percentage of total proceeds that Galt could earn under the revenue participation agreement ($15 million).
Under our agreement with the United Kingdom Government for the Gairsoppa project, any proceeds from the recovery of the government-owned silver cargo are first applied as a reimbursement to Odyssey for its search and recovery expenses related to the project. Any remaining net proceeds from the silver owned by the United Kingdom Government are then split 20/80 between the government and Odyssey, respectively. In 2012, the proceeds from the silver sales were sufficient to fully reimburse Odyssey’s expenses and to provide net proceeds that were split between the two parties. The Gairsoppa project revenue recognized by Odyssey in 2012 resulted from Odyssey’s share of the net proceeds from the sale of the recovered silver bullion that belonged to the United Kingdom Government. The United Kingdom Government reimbursed Odyssey for all of the expenses incurred by Odyssey to recover the government’s silver. Accordingly, Odyssey applied the expense reimbursement against its search and recovery expenses in the Odyssey 2012 Consolidated Statement of Income under the caption “Operating Expenses: Operations and Research.”
Bad debts are recorded as identified and, from time to time, a specific reserve allowance will be established when required. A return allowance is established for sales that have a right of return. Accounts receivable is stated net of any recorded allowances.
We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K. Nonetheless, Odyssey will revise the disclosure in future filings to include language that explain
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CORRESP 1 filename1.htm Correspondence 5215 W. Laurel Street Tampa, FL 33607 Tele: (813)876-1776 Fax: (813) 870-1921 October 15, 2013 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Effie Simpson Re: Odyssey Marine Exploration, Inc. (the “Company”) Form 10-K for the Year Ended December 31, 2012 (the “Form 10-K”) Filed March 12, 2013 SEC File No.: 001-31895 Dear Ms. Simpson: The purpose of this letter is to respond to the Staff’s comment letter of September 11, 2013 (as supplemented by the Staff’s letter of October 7, 2013, the “Comment Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response. Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations Costs and Expenses, page 16 Consolidated Statements of Income, page 34 1. We note your brief discussion regarding cost of sales indicating that the decrease is attributed to fewer coin sales in 2012 versus 2011. However, given that $3.7 million of the increase in Artifact sales and other revenue pertains to silver sales, we are unclear as to why cost of sales was not materially impacted in connection with the related revenue increase. Please explain to us and revise your disclosure to explain why costs of sales did not experience an increase as a result of the increased silver sales during 2012. Cost of sales consists of shipwreck recovery costs, grading, conservation, packaging, and shipping costs associated with artifact and merchandise sales. The $3.7 million you refer to was other revenue from the recovery and sale (on behalf of the United Kingdom Government (the “UKG”) of bulk commodity silver, not sales of coins or artifacts from inventory. We did not have cost of sales with respect to the sale of the bulk commodity silver because we did not own the silver. Instead, it was owned by the UKG and sold on behalf of the UKG. Although we are entitled to a portion of the proceeds from the sale of the silver, and the UKG reimburses our operating expenses related to its recovery, these operating expenses are not included in cost of sales. Securities and Exchange Commission October 15, 2013 Page -2- We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K. Nonetheless, Odyssey will revise the disclosure in future filings to include language that explains why an increase in other revenue associated with the recovery and sale (on behalf of the UKG) of bulk commodity silver does not cause a related increase in cost of sales. 2. We note from the discussion included in the last paragraph on page 16 that the decrease in operating and research expenses that occurred from 2011 to 2012 was due to a recoupment of Gairsoppa total project search and recovery costs of $17.8 million which have been recovered based upon silver proceeds from the project in 2012. Please tell us and explain in MD&A and the notes to your financial statements the nature and amount of the costs that you are entitled to recover under the terms of your arrangement for this project. Also, please disclose the amounts received under this arrangement during each period presented in your financial statements and explain how you recognize and account for the amounts received in your financial statements. Under our agreement with the United Kingdom Government for the Gairsoppa shipwreck, any proceeds from the recovery of the government-owned shipwreck cargo are first applied as a reimbursement to Odyssey for its search and recovery expenses related to the project. Any remaining net proceeds from the silver owned by the United Kingdom Government are then split 20/80 between the government and Odyssey, respectively. In 2012, the proceeds from the silver sale were sufficient to fully reimburse Odyssey’s expenses and to provide net proceeds that were split between the two parties. In 2012, the United Kingdom Government reimbursed Odyssey for a total of $17.8 million related to the successful Gairsoppa project. The $17.8 million of search and recovery expenses for the Gairsoppa project consisted of $14.9 million of vessel-related expenses (ships’ crew, provisions, port fees and charter expenses), $1.7 million for fuel, $.4 million for specialized equipment and administrative expenses of $.8 million. These Gairsoppa project expenses were credited to operating expense (“Operations and research”) in 2012 because the recovery occurred and monetization was certain during 2012. We do not believe that adding the disclosure suggested in the Comment Letter would materially change the disclosure in the Form 10-K, which already includes disclosure of the total amount. Accordingly, we would respectfully request that Odyssey not be required to amend the Form 10-K to add the additional disclosure. Nonetheless, Odyssey will revise the disclosure in future filings to include language that states the nature and amount of the costs we are entitled to recover under the terms of the arrangement for this project, discloses the amounts received under this arrangement during each period presented in our financial statements, and explains how we recognize and account for the amounts received in our financial statements. 3. In a related matter, we note from the discussion in the last paragraph on page 18 that the favorable income statement impact was $25.4 million from the Gairsoppa project in 2012. Please tell us and revise your discussion in MD&A to explain the nature and amounts of the various components (i.e., revenues received, cost reimbursements, deferred revenues recognized, etc.) comprising this favorable income statement income. As part of your response and your revised disclosure, you should also explain how these various components are recognized and accounted for in your consolidated financial statements. Securities and Exchange Commission October 15, 2013 Page -3- The favorable income statement impact of $25.4 million is comprised of a credit to operating expenses of $17.8 million related to the reimbursed search and recovery expenses under the caption “Operations and research,” $3.7 million of other revenue representing our contractual share of proceeds for the recovered bulk commodity silver and $3.9 million of deferred revenue upon satisfaction of our agreement with Galt recognized in 2012 as other revenue. We do not believe that adding the disclosure suggested in the Comment Letter would materially change the disclosure already in the Form 10-K, particularly because these items are explained elsewhere in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the Form 10-K to add the additional disclosure. Nonetheless, Odyssey will revise the disclosure in future filings to explain the nature and amounts of the various components and how these various components are recognized and accounted for in our consolidated financial statements. Other Income or Expense, page 17 4. Given the material amount of gains and losses recognized on changes in the fair value of derivative liabilities during all periods presented in your statements of operations, please revise MD&A to explain the facts or circumstances and related changes in assumptions that resulted in these significant gains and losses during all periods presented in your financial statements. MD&A included in your quarterly reports on Form 10-Q should be similarly revised. Year Ended 2011 Compared to 2010 The favorable impact of fair value of derivative instruments of $8.6 million was primarily a result of redemptions in 2012 compared to 2011 ($4.7 million) and change in stock price ($3.8 million). Year Ended 2012 Compared to 2011 The unfavorable impact of fair value of derivative instruments of $1.3 million was a result of the effect of redemptions of Senior Convertible Notes ($3.7 million) and change in stock price ($1.3 million), offset in part by favorable changes in stock price volatility ($2.5 million) and the Additional Note and warrants issued in 2012 ($1.1 million). Three Months Ended March 31, 2013 Compared to 2012 The unfavorable impact of fair value of derivative instruments of $.8 million was predominantly the change in stock price. Six Months Ended June 30, 2013 Compared to 2012 The favorable impact of fair value of derivative instruments of $5.2 million was predominantly the change in stock price ($3.7 million) and stock price volatility ($1.3 million) Our changes in assumptions in our derivative model did not have a material impact on the change in fair value of the related derivative instruments. Although the reasons for the changes in the fair value of derivative instruments are not quantified, the MD&A does reference the Note to the Financial Statements which does include the reasons. Therefore, we do not believe revising the disclosures as suggested in the Comment letter would Securities and Exchange Commission October 15, 2013 Page -4- materially change the disclosures already included in the Forms 10-K and 10-Q. Nonetheless, Odyssey will revise the disclosure in future filings to quantify significant changes in the fair value of derivative instruments. Consolidated Statements of Changes in Shareholders’ Equity page 35 Consolidated Statement of Cash Flows, page 36 5. We note that the proceeds from common stock issued for cash during 2012 and 2011 as reflected in your consolidated statement of changes in shareholders’ equity do not agree to the amounts reflected in your consolidated statements of cash flows for these periods. Please reconcile and revise these disclosures. The 2011 difference between the Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Stockholders’ Equity for proceeds from common stock issued is $229,500. This amount consists of $10 for par value on common stock and $229,490 additional paid in capital from warrants exercised for cash and captioned as “Common stock issued on convertible instruments” and reported on the Statement of Changes in Shareholders’ Equity. The 2012 difference between the Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Stockholders’ Equity for proceeds from common stock issued for cash is $820,875. This amount consists of $48 for par value on common stock issued and $820,827 additional paid in capital from warrants exercised and captioned on the Statement of Changes in Stockholders Equity as “Common stock issued on convertible instruments”. We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K. Note A. Organization and Summary of Significant Accounting Policies, page 38 Revenue Recognition and Accounts Receivable 6. We note from the disclosure included on page 16 of MD&A that revenue recognized during 2012 included revenue from the Gairsoppa project. We further note that this revenue included $3.7 million related to silver sales and $3.9 million related to revenue from deferred income that represented revenue participation rights earned from the Galt Resources investment. Please tell us and revise your revenue recognition policy included in your summary of significant accounting policies to explain how you are recognizing each of these types of revenue in your consolidated financial statements. Your response and your revised disclosures should also explain the types of costs incurred in connection with generating these types of revenues and should also explain how the related costs are being recognized in your consolidated financial statements. Revenue from product sales is recognized at the point of sale when legal title transfers. Legal title transfers when product is shipped or is available for shipment to customers. Costs of goods sold is recorded for product sales in the period the corresponding revenue is recognized. Securities and Exchange Commission October 15, 2013 Page -5- In accordance with Topic A.1. in SAB 13: Revenue Recognition, exhibit and expedition charter revenue is recognized ratably when realized and earned as time passes throughout the contract period as defined by the terms of the agreement. Expenses related to the exhibit and expedition charter revenue are recorded as incurred and presented under the caption “Operations and research” on our Consolidated Statements of Income. Other revenue of $3.2 million consists of our fees related to the recovery of bulk silver bullion from the Gairsoppa project that exceeds the directly related operating and recovery expenses. We recognize revenue when we complete our contractual obligation to deliver the silver bullion to the refining agent and the amount of revenue is reasonably assured based on the London Bullion Market rates. Operating and recovery expenses incurred in connection with the silver bullion fees consisted of $14.9 million of vessel-related expenses (ships’ crew, provisions, port fees and charter expenses), $1.7 million for fuel, $.4 million for specialized equipment and administrative expenses of $.8 million incurred during 2011 and 2012. These expenses were charged to the consolidated Statements of Income as incurred and subsequently reimbursed per our contract and recorded as a benefit (credit to expense) during 2012. Other revenue also includes our recognition of deferred revenue of $3.9 million related to revenue participation rights we previously sold to an investor. Upon receipt of funds payable to Galt for their revenue participation rights, we recognized revenue based upon the percent of Galt-related proceeds from the sale of silver as a percentage of total proceeds that Galt could earn under the revenue participation agreement ($15 million). Under our agreement with the United Kingdom Government for the Gairsoppa project, any proceeds from the recovery of the government-owned silver cargo are first applied as a reimbursement to Odyssey for its search and recovery expenses related to the project. Any remaining net proceeds from the silver owned by the United Kingdom Government are then split 20/80 between the government and Odyssey, respectively. In 2012, the proceeds from the silver sales were sufficient to fully reimburse Odyssey’s expenses and to provide net proceeds that were split between the two parties. The Gairsoppa project revenue recognized by Odyssey in 2012 resulted from Odyssey’s share of the net proceeds from the sale of the recovered silver bullion that belonged to the United Kingdom Government. The United Kingdom Government reimbursed Odyssey for all of the expenses incurred by Odyssey to recover the government’s silver. Accordingly, Odyssey applied the expense reimbursement against its search and recovery expenses in the Odyssey 2012 Consolidated Statement of Income under the caption “Operating Expenses: Operations and Research.” Bad debts are recorded as identified and, from time to time, a specific reserve allowance will be established when required. A return allowance is established for sales that have a right of return. Accounts receivable is stated net of any recorded allowances. We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K. Nonetheless, Odyssey will revise the disclosure in future filings to include language that explain