During 2013 we transferred 500,000 shares of Oceanica Resources, S.R.L. held by our wholly owned subsidiary Odyssey Marine Enterprises, Ltd.
for $625,000 of marine services. The shares were valued based on the two most recent transactions in Oceanica shares at $1.25 per share.
In 2014 we reclassified our $1,840,404 service obligation from Deferred income and revenue participation rights to Accounts Payable.
On December 10, 2015 we entered into an acquisition agreement with Monaco Financial, LLC in which assets with a carrying value of $13.5
million were consideration for the termination and or settlement of debt totaling $20.1 million. See NOTE S for further information.
The
accompanying notes are an integral part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Odyssey
Marine Exploration, Inc. and subsidiaries (the Company, Odyssey, us, we or our) is engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration,
shipwreck cargo recovery, and other marine survey and exploration charter services. Our corporate headquarters are located in Tampa, Florida.
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 Companys 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 direct and indirect wholly owned subsidiaries, Odyssey Marine
Services, Inc., OVH, Inc., Odyssey Retriever, Inc., Odyssey Marine Entertainment, Inc., Odyssey Marine Enterprises, Ltd., Marine Exploration Holdings, LLC, Odyssey Marine Management, Ltd., Oceanica Marine Operations, S.R.L., Aldama Mining Company,
S. De R.L. De C.V., Telemachus Minerals, S. De R.L. De C.V. and majority interest in Oceanica Resources, S.R.L. and Exploraciones Oceanicas, S. De R.L. De C.V. Equity investments in which we exercise significant influence but do not control and of
which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The results of operations attributable to the non-controlling
interest are presented within equity and net income, and are shown separately from the Companys equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include
features allowing the liability to be converted into equity, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries.
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 and Accounts
Receivable
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 (also referred to as marine services revenue) are recorded as
incurred and presented under the caption Operations and research on our Consolidated Statements of Income.
In 2014, we were
contracted by the Receiver of Recovery Limited Partnership (RLP) to recover gold and other cargo from the shipwreck SS
Central America
. RLP is the salvor in possession of the shipwreck SS
Central America
. Our agreement allowed for the
reimbursement of Priority Recoupment costs, which were based on pre-defined and quantifiable contractual amounts. Priority Recoupment related to recoupment of operating and recovery expenses associated with this project. Operating and recovery
expenses consist of mobilization costs and vessel-related expenses such as ships crew, provisions, fuel and specialized off-shore equipment. These expenses are charged to the Consolidated Statements of Operations as incurred, and the priority
recoupment was recorded as a benefit (credit to expense) in the period we become assured of recoupment. These costs were to be recouped out of first cash proceeds from the monetization of recovered cargo items that are split 80% to us and 20% to
RLP. After the Priority Recoupment was to be paid in full, subsequent cash proceeds were to be split 45% to us and 55% to RLP, at which point in time these proceeds would have been recorded as revenue. Staff Accounting Bulletin 13 requires four
criteria to be present before recognizing revenue. These criteria are: collection is probable, delivery of goods or services are complete, persuasive evidence of an arrangement exists and the price
39
or amount can be determined. Priority cost recoupment is not revenue, but the same criteria are applied when determining to recognize or not. We recovered a significant amount of gold and other
valuable cargo, and based on an independent expert review of the recovered cargo, our Priority Recoupment was reasonably assured of being collected when the gold and other valuable cargo was to be monetized. To the extent the appraised value
exceeded our priority recoupment and we would have been able to accurately measure or quantify a dollar amount for our 45% interest in these additional cash proceeds, we would have recorded record revenue at that time. The value of future
monetization was based on what the market will bear, which is undeterminable at this time and, therefore, there is no revenue recognition related to our 45% portion of proceeds in excess of the Priority Recoupment. We recorded the Priority
Recoupment amounts as a receivable in 2014 and carried them on our consolidated balance sheets until December 10, 2015. On December 10, 2015, we sold the Priority Recoupment receivable and all other eventual financial interests in the
eventual monetization of the cargo recovered from the SS
Central America
shipwreck to Monaco Financial, LLC and its affiliates, see NOTE D regarding the SS
Central America
.
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.
Cash and Cash
Equivalents
Cash and 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.
Inventory
Prior to December 10, 2015, Odyssey held two main types of inventory: (i) artifacts and coins held for re-sale and exhibits, and
(ii) merchandise inventory for re-sale. On December 10, 2015, we sold all of the existing inventory items to Monaco Financial, LLC and its affiliates (See NOTE S).
Our inventory principally consisted of cargo recovered from the SS
Republic
shipwreck, other artifacts, general branded merchandise and
related packaging material. Inventoried costs of recovered cargo include the costs of recovery, conservation and administrative costs to obtain legal title to the cargo. Administrative costs are generally legal fees or insurance settlements required
in order to obtain clear title. The capitalized recovery costs include direct costs such as vessel and related equipment operations and maintenance, crew and technical labor, fuel, provisions, supplies, port fees and depreciation. Conservation costs
include fees paid to conservators for cleaning and preserving the cargo and the artifacts. We continually monitor the recorded aggregate costs of the recovered cargo in inventory to ensure these costs do not exceed the net realizable value.
Historical sales, publications or available public market data are used to assess market value.
Packaging materials and merchandise were
recorded at average cost. We recorded our inventory at the lower of cost or market.
Costs associated with the above noted items are the
costs included in our costs of goods. Vessel costs associated with expedition revenue as well as exhibit costs are not included in cost of goods sold. Vessel costs include, but are not limited to, charter costs, fuel, crew and port fees. Vessel and
exhibit costs are included in Operations and research in the Consolidated Statements of Income.
Long-Lived Assets
Our policy is to recognize impairment losses relating to long-lived assets in accordance with the Accounting Standards Codification
(ASC) topic for Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, managements plans for future operations, recent operating results and projected cash flows.
Property and Equipment and Depreciation
Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the
assets estimated useful lives which are normally between three and thirty years. Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Major overhaul items (such as engines or generators) that
enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever is shorter. Certain major repair items required by industry standards to ensure a
vessels seaworthiness also qualify to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item. All other repairs and maintenance are accounted for under the direct-expensing
method and are expensed when incurred.
40
Earnings Per Share
See NOTE O regarding our 1-for-12 reverse stock split. Share related amounts have been retroactively adjusted in this report to reflect this
reverse stock-split.
Basic earnings per share (EPS) is computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period. In past periods when the Company generated income, the Company calculated basic earnings per share (EPS) using the two-class method pursuant to ASC 260
Earnings Per
Share.
The two-class method was required effective with the issuance of the Senior Convertible Note we issued in the past because the note qualified as a participating security, giving the holder the right to receive dividends should dividends
be declared on common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common stockholders and to the holders of Convertible Notes based on the weighted average number of common shares outstanding
and number of shares that could be converted. These notes have since been terminated. The Company does not use the two-class method in periods when it generates a loss as the holders of the Convertible Notes do not participate in losses.
Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue Common Stock were exercised
or converted into Common Stock or resulted in the issuance of Common Stock that then shared in our earnings. We use the treasury stock method to compute potential common shares from stock options and warrants and the if-converted method to compute
potential common shares from Preferred Stock, Convertible Notes or other convertible securities. As it relates solely to the Senior Convertible Note, for diluted earnings per share, the Company uses the more dilutive of the if-converted method or
two-class method. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the Diluted EPS calculation.
At December 31, 2015, 2014 and 2013 the weighted average common shares outstanding were 7,413,602, 7,072,553 and 6,677,402, respectively.
For the periods ending December 31, 2015, 2014 and 2013 in which net losses occurred; all potential common shares were excluded from Diluted EPS because the effect of including such shares would be anti-dilutive.
The potential common shares, in the table following, represent potential common shares calculated using the treasury stock method from
outstanding options and warrants that were excluded from the calculation of Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Average market price during the period
|
|
$
|
6.36
|
|
|
$
|
18.36
|
|
|
$
|
35.52
|
|
|
|
|
|
In the money potential common shares from options excluded
|
|
|
|
|
|
|
|
|
|
|
12,180
|
|
In the money potential common shares from warrants excluded
|
|
|
|
|
|
|
|
|
|
|
7,697
|
|
Potential common shares from out-of-the-money options and warrants were also excluded from the computation of
diluted earnings per share because calculation of the associated potential common shares has an anti-dilutive effect. The following table lists options and warrants that were excluded from diluted EPS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Out of the money options and warrants excluded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options with an exercise price of $12.48 per share
|
|
|
137,667
|
|
|
|
|
|
|
|
|
|
Stock Options with an exercise price of $12.84 per share
|
|
|
4,167
|
|
|
|
|
|
|
|
|
|
Stock Options with an exercise price of $20.88 per share
|
|
|
|
|
|
|
4,313
|
|
|
|
|
|
Stock Options with an exercise price of $26.40 per share
|
|
|
79,370
|
|
|
|
80,801
|
|
|
|
|
|
Stock Options with an exercise price of $32.76 per share
|
|
|
53,706
|
|
|
|
53,706
|
|
|
|
|
|
Stock Options with an exercise price of $32.88 per share
|
|
|
|
|
|
|
52,820
|
|
|
|
|
|
Stock Options with an exercise price of $34.68 per share
|
|
|
78,707
|
|
|
|
81,985
|
|
|
|
|
|
Stock Options with an exercise price of $39.00 per share
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
8,333
|
|
Stock Options with an exercise price of $40.80 per share
|
|
|
|
|
|
|
8,333
|
|
|
|
8,333
|
|
Stock Options with an exercise price of $41.16 per share
|
|
|
3,333
|
|
|
|
3,333
|
|
|
|
3,333
|
|
Stock Options with an exercise price of $42.00 per share
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
28,750
|
|
Stock Options with an exercise price of $46.80 per share
|
|
|
1,667
|
|
|
|
1,667
|
|
|
|
1,667
|
|
Stock Options with an exercise price of $48.00 per share
|
|
|
|
|
|
|
|
|
|
|
4,375
|
|
Warrants with an exercise price of $43.20 per share
|
|
|
130,208
|
|
|
|
130,208
|
|
|
|
130,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total anti-dilutive warrants and options excluded from EPS
|
|
|
505,491
|
|
|
|
433,832
|
|
|
|
185,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Potential common shares from outstanding Convertible Preferred Stock calculated per the
if-converted basis having an anti-dilutive effect on diluted earnings per share were excluded from potential common shares as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Excluded Convertible Preferred Stock
|
|
|
|
|
|
|
2,700
|
|
|
|
2,700
|
|
The weighted average equivalent common shares relating to our unvested restricted stock awards that were
excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Excluded unvested restricted stock awards
|
|
|
92,587
|
|
|
|
44,138
|
|
|
|
12,669
|
|
The following is a reconciliation of the numerators and denominators used in computing basic and diluted net
income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 Month
Period Ended
December 31,
2015
|
|
|
12 Month
Period Ended
December 31,
2014
|
|
|
12 Month
Period Ended
December 31,
2013
|
|
Net loss
|
|
$
|
(18,207,163
|
)
|
|
$
|
(26,473,114
|
)
|
|
$
|
(10,741,272
|
)
|
Cumulative dividends on Series G Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator, basic and diluted net loss available to stockholders
|
|
$
|
(18,207,163
|
)
|
|
$
|
(26,473,114
|
)
|
|
$
|
(10,741,272
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computation basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
7,413,602
|
|
|
|
7,702,553
|
|
|
|
6,677,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computation diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
7,413,602
|
|
|
|
7,702,553
|
|
|
|
6,677,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic and diluted
|
|
$
|
(2.46
|
)
|
|
$
|
(3.74
|
)
|
|
$
|
(1.61
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 the entire deferred tax asset will not be realized.
Stock-based Compensation
Our stock-based compensation is recorded in accordance with the guidance in the ASC topic for
Stock-Based Compensation
(See NOTE O).
42
Fair Value of Financial Instruments
Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual
obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right
(a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash
equivalents, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at
the approximate fair market value, and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange. We carry derivative financial instruments at fair value as is required under
current accounting standards. Redeemable preferred stock has been carried at historical cost and accreted carrying values to estimated redemption values over the term of the financial instrument.
Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying
variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative
financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. See NOTE J for additional information. We generally do not use derivative financial instruments to hedge
exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly
and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815
Derivatives and Hedging
, these instruments are required to be carried as derivative liabilities, at fair value, in
our financial statements with changes in fair value reflected in our income.
Fair Value Hierarchy
The three levels of inputs that may be used to measure fair value are as follows:
Level 1.
Quoted prices in active markets for identical assets or liabilities.
Level 2.
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in
markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for
substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific
restrictions.
Level 3.
Unobservable inputs to the valuation methodology are significant to the measurement of the fair value
of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.
Redeemable Preferred Stock
If we issue
redeemable preferred stock instruments (or any other redeemable financial instrument) they are initially evaluated for possible classification as a liability in instances where redemption is certain to occur pursuant to ASC
480
Distinguishing Liabilities from Equity
. Redeemable preferred stock classified as a liability is recorded and carried at fair value. Redeemable preferred stock that does not, in its entirety, require liability classification is
evaluated for embedded features that may require bifurcation and separate classification as derivative liabilities. In all instances, the classification of the redeemable preferred stock host contract that does not require liability classification
is evaluated for equity classification or mezzanine classification based upon the nature of the redemption features. Generally, mandatory redemption requirements or any feature that could require cash redemption for matters not within our control,
irrespective of probability of the event occurring, requires classification outside of stockholders equity. Redeemable preferred stock that is recorded in the mezzanine section is accreted to its redemption value through charges to
stockholders equity when redemption is probable using the effective interest method.
Subsequent Events
We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is filed with the Securities and Exchange
Commission.
43
NOTE B CONCENTRATION OF CREDIT RISK
We maintain the majority of our cash at one financial institution. At December 31, 2015, our uninsured cash balance was
approximately $2.0 million.
We do not have any outstanding loans that bear variable interest rates thus we do not have any corresponding
interest rate risk.
NOTE C RESTRICTED CASH
As required by the original mortgage loan entered into with Fifth Third Bank (the Bank) on July 11, 2008,
$500,000 was deposited into an interest-bearing account from which principal and interest payments are made. This mortgage loan has since been extended to July 2016. As extended, the new loan called for a restricted cash balance of $400,000 to be
funded annually for principal and interest payments (see NOTE K). The balance in the restricted cash account was held as additional collateral by the Bank and was not available for operations. This loan was settled in full in December 2015 and the
balance of restricted cash at December 31, 2015, is zero.
During May 2014, we entered into a $10.0 million project loan facility
with the Bank (see NOTE K). Per the agreement, we deposited, from the loan proceeds, $500,000 into a restricted bank account to cover principal and interest payments. This account balance was also pledged as additional security for the loan. This
loan was amended in 2015 to have a maturity date of December 17, 2015. This loan was satisfied in full before the maturity date in December 2015 and the balance in this account at December 31, 2015, is zero.
NOTE D ACCOUNTS RECEIVABLE
Our accounts receivable consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Trade
|
|
$
|
2,371,304
|
|
|
$
|
11,053,118
|
|
Related party
|
|
|
629,400
|
|
|
|
|
|
Other
|
|
|
116,668
|
|
|
|
54,524
|
|
Reserve allowance
|
|
|
(2,315,797
|
)
|
|
|
(4,631,593
|
)
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
$
|
801,575
|
|
|
$
|
6,476,049
|
|
|
|
|
|
|
|
|
|
|
The trade receivable balance at December 31, 2015 and December 31, 2014 consists primarily of
(i) a trade receivable from Neptune Minerals, Inc. for which a reserve allowance for the full amount, $2,315,797 and $4,631,593 for 2015 and 2014, respectively, has been made, and (ii) in 2014 a trade receivable on our right to a priority
cost recoupment on the SS
Central America
shipwreck project. In 2014, we recorded a priority recoupment of costs in the amount $6,290,465 as a reduction to our Operations and research costs. These amounts were based on set and determinable
contractual amounts for the recovery of the cargo from the SS
Central America
shipwreck. These determinable amounts defined the fixed obligation due to us for our services rendered as it related to Priority Recoupment. See revenue recognition
and accounts receivable in NOTE A. In December 2015 as part of the acquisition agreement with a related party we sold 50% of the Neptune Minerals, Inc. receivable as well as 100% of the priority recoupment receivable of $6,290,465 recognized in
2014. It is this same related party that owes us $629,400 at December 31, 2015 for SS
Republic
coins purchased. See NOTE S for further explanation of the asset purchase agreement.
NOTE E INVENTORY
Our inventory consists of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Recovered cargo
|
|
$
|
|
|
|
$
|
5,681,264
|
|
Packaging
|
|
|
|
|
|
|
70,560
|
|
Merchandise
|
|
|
|
|
|
|
405,467
|
|
Merchandise reserve
|
|
|
|
|
|
|
(371,332
|
)
|
|
|
|
|
|
|
|
|
|
Total Inventory (current and non-current)
|
|
$
|
|
|
|
$
|
5,785,959
|
|
|
|
|
|
|
|
|
|
|
44
Based on our estimates of the timing of future sales, $0 and $5,110,967 of artifact inventory for
the fiscal years ended 2015 and 2014 were classified as non-current. In December 2015, we sold our inventory as part of an acquisition agreement executed with a related party. For further information on this, see NOTE S. We do not include the
recovered cargo from the SS
Central America
shipwreck in inventory since this recovered cargo is the property of the receiver pursuant to the master services agreement between us and the receiver.
NOTE F OTHER CURRENT ASSETS
Our other current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Prepaid expenses
|
|
$
|
497,118
|
|
|
$
|
650,157
|
|
Deposits
|
|
|
5,580
|
|
|
|
5,505
|
|
|
|
|
|
|
|
|
|
|
Total other current assets
|
|
$
|
502,698
|
|
|
$
|
655,662
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2015, prepaid expenses consisted of $292,674 of prepaid insurance
premiums, $105,707 for vessel fuel not consumed from a terminated charter for which we are due a credit and $98,737 for other operating prepaid costs. For the period ended December 31, 2014, prepaid expenses consisted of $360,962 of prepaid
insurance premiums, $168,731 for vessel fuel not yet consumed, $29,180 of deferred financing fees, and $91,284 of other operating prepaid costs. All prepaid expenses, except fuel, are amortized on a straight-line basis over the term of the
underlying agreements. Fuel is expensed based on actual usage. Deposits are held by various entities for equipment, services, and in accordance with agreements in the normal course of business.
NOTE G PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Building, improvements and land
|
|
$
|
|
|
|
$
|
3,758,686
|
|
Building and land held for sale
|
|
|
|
|
|
|
1,024,999
|
|
Computers and peripherals
|
|
|
1,332,767
|
|
|
|
1,613,744
|
|
Furniture and office equipment
|
|
|
2,003,731
|
|
|
|
2,376,650
|
|
Vessel and equipment
|
|
|
19,123,758
|
|
|
|
19,123,758
|
|
Exhibits and related
|
|
|
|
|
|
|
1,781,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,460,256
|
|
|
|
29,679,030
|
|
Less: Accumulated depreciation
|
|
|
(19,633,420
|
)
|
|
|
(22,443,492
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
2,826,836
|
|
|
$
|
7,235,538
|
|
|
|
|
|
|
|
|
|
|
In December 2014, we put one of our two buildings in Tampa up for sale. This sale was completed in March 2015.
In 2014, we ceased our long-term charter of the
Dorado Discovery
vessel resulting in an impairment charge related to the equipment we maintained on this vessel. In the second half of 2014, we recorded accelerated depreciation on this
equipment for an additional depreciation charge of $3.0 million. In December 2015, our headquarter building and exhibit assets were sold as part of an asset purchase agreement with a related party. See NOTE S for further explanation on this item.
NOTE H OTHER LONG-TERM ASSETS
Other long-term assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Recovered cargo
|
|
$
|
|
|
|
$
|
730,463
|
|
Deposits
|
|
|
540,590
|
|
|
|
541,590
|
|
|
|
|
|
|
|
|
|
|
Total other long-term assets
|
|
$
|
540,590
|
|
|
$
|
1,272,053
|
|
|
|
|
|
|
|
|
|
|
45
The 2014 recovered cargo balance consists primarily of SS
Republic
coins and silver
bullion bars from the SS
Gairsoppa
silver recovery and other artifacts. Deposits for both years include $432,500 on account with the United Kingdoms Ministry of Defense relating to the expense deposits for HMS
Sussex
and $100,000
deposit to fund conservation and documentation of any artifacts recovered. Theses HMS
Sussex
deposits are refundable in their entirety, net of approved Ministry of Defense related expenses. Other deposits are held by various vendors for
services, and in accordance with agreements in the normal course of business. The recovered cargo was sold as part of the acquisition agreement executed in December 2015 with a related party. See NOTE S for further explanation.
NOTE I INVESTMENT IN UNCONSOLIDATED ENTITY
Neptune Minerals, Inc.
At December 31, 2014 and prior to December 10, 2015, we owned 6,190,201 shares of non-voting stock in Neptune Minerals, Inc.
(NMI). These non-voting shares were comprised of 6,184,976 of Class B Common non-voting shares and 5,225 Series A Preferred non-voting shares. This represented approximately a 28% ownership interest in NMI. On December 10, 2015, we
sold 50% of these shares as part of an asset purchase agreement with a related party. See NOTE S for further information. The 50% of NMI shares sold amounted to 3,092,488 Class B Common non-voting shares and 2,613 Series A Preferred non-voting
shares. Our NMI shares remaining at December 31, 2015 are 3,092,488 Class B Common non-voting shares and 2,612 Series A Preferred non-voting shares. Our holdings now constitute an approximate 14% ownership in NMI.
At December 31, 2015, our estimated share of unrecognized DOR (NMI) equity-method losses are approximately $20.7 million. We have not
recognized the accumulated $20.7 million in our income statement because these losses exceeded our investment in DOR (NMI). Our investment has a carrying value of zero as a result of the recognition of our share of prior losses incurred by NMI under
the equity method of accounting. We believe it is appropriate to allocate this loss carryforward of $20.7 million to any incremental NMI investment that may be recognized on our balance sheet in excess of zero. The aforementioned loss carryforward
is based on NMIs last unaudited financial statements as of December 31, 2014. We do reasonably believe NMIs for 2015 are minimal. We do not have any guaranteed obligations to NMI, nor are we otherwise committed to provide financial
support. Even though we were not obligated, during July 2013, we, along with a second creditor, loaned funds to NMI of which our share was $500,000, and this indebtedness was evidenced by a convertible note. This funding was not for the purpose of
funding NMIs prior losses but for current requirements. Per ASC 323-10-35-29:
Additional Investment After Suspension of Loss Recognition
, we concluded this loan did not increase our ownership nor was it to be considered in-substance
stock. Based on the financial position of NMI at December 31, 2013, we reserved for this note in its entirety. This note carried an interest rate of 6% per annum and matured on April 26, 2014. The note contained a mandatory conversion
clause if the note remained unpaid at maturity. In April 2014, the note was converted into 5,225 shares of Series A Preferred non-voting stock. These shares are convertible into 522,500 shares of Class B non-voting common stock and require no
further exchange of consideration for conversion. As a result of this conversion of the loan into equity, we recognized $522,500 of additional investment in NMI and appropriately wrote it down to the loss in unconsolidated entity in 2014.
Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any
Class A voting shares. We are not involved in the management of NMI nor do we participate in their policy-making. At December 31, 2015, the net carrying value of our investment in NMI was zero in our consolidated financial statements.
Chatham Rock Phosphate, Ltd.
During the period ended June 30, 2012, we performed deep-sea mining exploratory services for Chatham Rock Phosphate, Ltd.
(CRP) valued at $1,680,000. As payment for these services, CRP issued 9,320,348 of ordinary shares to us. The shares currently represent an approximate 3% equity stake in CRP. With CRP being a thinly traded stock on the New Zealand Stock
Exchange and guidance per ASC 320:
Debt and Equity Securities
regarding readily determinable fair value, we believe it was appropriate to not recognize this amount as an asset nor as revenue during that period. At December 31, 2015, the
net carrying value of our investment in CRP was zero in our consolidated financial statements.
46
NOTE J - DERIVATIVE FINANCIAL INSTRUMENTS
The following tables summarize the components of our derivative liabilities and linked common shares as of December 31,
2015 and December 31, 2014 and the amounts that were reflected in our income related to our derivatives for the periods then ended:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
Embedded derivatives derived from:
|
|
|
|
|
|
|
|
|
2014 Convertible Promissory Notes
|
|
$
|
3,396,191
|
|
|
$
|
2,115,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,396,191
|
|
|
|
2,115,318
|
|
Warrant derivatives
|
|
|
|
|
|
|
|
|
Senior Convertible Notes
|
|
|
6,225
|
|
|
|
111,127
|
|
|
|
|
|
|
|
|
|
|
Warrant derivatives
|
|
|
6,225
|
|
|
|
111,127
|
|
|
|
|
|
|
|
|
|
|
Total derivative liabilities
|
|
$
|
3,402,416
|
|
|
$
|
2,226,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Common shares linked to derivative liabilities:
|
|
|
|
|
|
|
|
|
Embedded derivatives:
|
|
|
|
|
|
|
|
|
2014 Convertible Promissory Notes*
|
|
|
3,174,604
|
|
|
|
3,174,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,174,604
|
|
|
|
3,174,604
|
|
|
|
|
|
|
|
|
|
|
Warrant derivatives
|
|
|
|
|
|
|
|
|
Senior Convertible Notes
|
|
|
130,208
|
|
|
|
130,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,208
|
|
|
|
130,208
|
|
|
|
|
|
|
|
|
|
|
Total common shares linked to derivative liabilities
|
|
|
3,304,812
|
|
|
|
3,304,812
|
|
|
|
|
|
|
|
|
|
|
*
|
The common shares indexed to the 2014 Convertible Promissory Notes are shares indexed to Oceanica.
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Derivative income (expense):
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) from fair value changes:
|
|
|
|
|
|
|
|
|
Senior Convertible Notes
|
|
$
|
|
|
|
$
|
47,243
|
|
2014 Convertible Promissory Notes
|
|
|
(1,280,873
|
)
|
|
|
141,983
|
|
Warrant derivatives
|
|
|
104,902
|
|
|
|
812,453
|
|
|
|
|
|
|
|
|
|
|
Total derivative income (expense)
|
|
$
|
(1,175,971
|
)
|
|
$
|
1,001,679
|
|
|
|
|
|
|
|
|
|
|
Current accounting principles that are provided in ASC 815 -
Derivatives and Hedging
require derivative
financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid
financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together and fair valued as a single, compound embedded derivative. We have selected the
Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because we believe that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would
likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models
such as market trading volatility and risk free rates. We have selected Binomial Lattice to fair value our warrant derivatives because we believe this technique is reflective of all significant assumption types market participants would likely
consider in transactions involving freestanding warrants derivatives. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market
indicators.
47
Significant inputs and results arising from the Monte Carlo Simulations process are as follows
for the share purchase options that have been bifurcated from our Monaco Notes and classified in liabilities as of December 31, 2015, December 31, 2014 and the inception dates (Tranche 1 August 14, 2014, Tranche 2
October 1, 2014, Tranche 3 December 1, 2014):
|
|
|
|
|
|
|
Tranche 1 August 14, 2014:
|
|
December 31, 2015
|
|
December 31, 2014
|
|
August 14, 2014
|
Underlying price on valuation date*
|
|
$2.50
|
|
$2.50
|
|
$2.50
|
Contractual conversion rate
|
|
$3.15
|
|
$3.15
|
|
$3.15
|
Contractual term to maturity**
|
|
2.00 Years
|
|
1.62 Years
|
|
2.00 Years
|
Implied expected term to maturity
|
|
1.82 Years
|
|
1.51 Years
|
|
1.85 Years
|
Market volatility:
|
|
|
|
|
|
|
Range of volatilities
|
|
85.2% - 109.8%
|
|
58.5% - 78.1%
|
|
37.0% - 62.2%
|
Equivalent volatilities
|
|
98.1%
|
|
69.7%
|
|
51.2%
|
Contractual interest rate
|
|
11.00%
|
|
8.0% - 11.0%
|
|
8.0% - 11.0%
|
Equivalent market risk adjusted interest rates
|
|
11.00%
|
|
9.50%
|
|
9.50%
|
Range of credit risk adjusted yields
|
|
3.29% - 4.22%
|
|
4.66% - 5.27%
|
|
3.94% - 4.45%
|
Equivalent credit risk adjusted yield
|
|
3.76%
|
|
4.86%
|
|
4.15%
|
|
|
|
|
Tranche 2 October 1, 2014:
|
|
December 31, 2015
|
|
December 31, 2014
|
|
October 1, 2014
|
Underlying price on valuation date*
|
|
$2.50
|
|
$2.50
|
|
$2.50
|
Contractual conversion rate
|
|
$3.15
|
|
$3.15
|
|
$3.15
|
Contractual term to maturity**
|
|
2.00 Years
|
|
1.75 Years
|
|
2.00 Years
|
Implied expected term to maturity
|
|
1.82 Years
|
|
1.60 Years
|
|
1.79 Years
|
Market volatility:
|
|
|
|
|
|
|
Range of volatilities
|
|
85.2% - 109.8%
|
|
60.1% - 80.5%
|
|
58.6% - 75.3%
|
Equivalent volatilities
|
|
98.1%
|
|
70.4%
|
|
68.00%
|
Contractual interest rate
|
|
11.00%
|
|
8.0% - 11.0%
|
|
8.0% - 11.0%
|
Equivalent market risk adjusted interest rates
|
|
11.00%
|
|
9.50%
|
|
9.25%
|
Range of credit risk adjusted yields
|
|
3.29% - 4.22%
|
|
4.66% - 5.27%
|
|
3.97% - 4.61%
|
Equivalent credit risk adjusted yield
|
|
3.76%
|
|
4.91%
|
|
4.24%
|
|
|
|
|
Tranche 3 December 1, 2014:
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 1, 2014
|
Underlying price on valuation date*
|
|
$2.50
|
|
$2.50
|
|
$2.50
|
Contractual conversion rate
|
|
$3.15
|
|
$3.15
|
|
$3.15
|
Contractual term to maturity**
|
|
2.00 Years
|
|
1.92 Years
|
|
2.00 Years
|
Implied expected term to maturity
|
|
1.82 Years
|
|
1.72 Years
|
|
1.76 Years
|
Market volatility:
|
|
|
|
|
|
|
Range of volatilities
|
|
85.2% - 109.8%
|
|
59.8% - 78.1%
|
|
61.8% - 79.8%
|
Equivalent volatilities
|
|
98.1%
|
|
69.5%
|
|
72.2%
|
Contractual interest rate
|
|
11.00%
|
|
8.0% - 11.0%
|
|
8.0% - 11.0%
|
Equivalent market risk adjusted interest rates
|
|
11.00%
|
|
9.25%
|
|
9.25%
|
Range of credit risk adjusted yields
|
|
3.29% - 4.22%
|
|
4.66% - 5.27%
|
|
4.29% - 4.84%
|
Equivalent credit risk adjusted yield
|
|
3.76%
|
|
4.91%
|
|
4.52%
|
*
|
The instrument is convertible into shares of the Companys subsidiary, Oceanica, which is not a publicly-traded entity. Therefore its shares do not trade on a public exchange. As a result, the underlying value must
be based on private sales of the subsidiarys shares because that is the best indicator of the value of the shares. There has been a sale of Oceanicas shares in which a private investor accumulated 24% of the shares of which their last
purchase price was for $2.50 per share in December 2013. Accordingly the underlying price used in the MCS calculations for the inception dates and years ended December 31, 2015 and 2014 was $2.50.
|
**
|
On December 10, 2015 the term was extended to December 31, 2017.
|
The following
table reflects the issuances of compound embedded derivatives, redemptions and changes in fair value inputs and assumptions related to the compound embedded derivatives during the years ended December 31, 2015 and 2014.
|
|
|
|
|
|
|
|
|
|
|
For the years ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Balances at January 1
|
|
$
|
|
|
|
$
|
47,243
|
|
Issuances
|
|
|
|
|
|
|
|
|
Expirations from redemptions of host contracts reflected in income
|
|
|
|
|
|
|
(47,243
|
)
|
Changes in fair value inputs and assumptions reflected in income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
48
The fair value of the compound embedded derivative is significantly influenced by our trading
market price, the price volatility in trading and the interest components of the Monte Carlo Simulation technique.
The following table
reflects the issuances of the Share Purchase Option derivatives and changes in fair value inputs and assumptions for these derivatives during the years ended December 31, 2015 and 2014.
|
|
|
|
|
|
|
|
|
|
|
For the years ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Balances at January 1
|
|
$
|
2,115,318
|
|
|
$
|
|
|
Issuances
|
|
|
|
|
|
|
1,985,079
|
|
Changes in fair value inputs and assumptions reflected in income
|
|
|
1,280,873
|
|
|
|
130,239
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31
|
|
$
|
3,396,191
|
|
|
$
|
2,115,318
|
|
|
|
|
|
|
|
|
|
|
The fair value of all Share Purchase Option derivatives is significantly influenced by our trading market
price, the price volatility in trading and the risk free interest components of the Binomial Lattice technique.
On October 11, 2010,
we also issued warrants to acquire 1,800,000 of our common shares in connection with the Series G Convertible Preferred Stock Financing. During April 4-8, 2011, we issued warrants to acquire 525,000 of our common shares in connection the Series
G Convertible Preferred Stock and Warrant Settlement Transaction. Finally, on November 8, 2011, we issued warrants to acquire 1,302,083 of our common shares in connection with the Senior Convertible Note Financing Transaction. These warrants
required liability classification as derivative financial instruments because certain down-round anti-dilution protection or price protection features included in the warrant agreements are not consistent with the concept of equity. We applied the
Binomial Lattice valuation technique in estimating the fair value of the warrants because we believe that this technique is most appropriate and reflects all of the assumptions that market participants would likely consider in transactions involving
the warrants, including the potential incremental value associated with the down-round anti-dilution protections.
The Binomial Lattice
technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. All remaining warrants linked to 1,725,000 shares of common stock were exercised on
October 11, 2013.
All remaining warrants linked to 525,000 shares of common stock expired unexercised on April 13, 2014.
Therefore, the warrants linked to 525,000 shares of common stock were not outstanding as of December 31, 2015 or December 31, 2014.
Significant assumptions and utilized in the Binomial Lattice process are as follows for the warrants linked to 130,208 shares of common stock
as of December 31, 2015 and December 31, 2014:
|
|
|
|
|
|
|
December 31
|
|
|
2015
|
|
2014
|
Linked common shares
|
|
130,208
|
|
130,208
|
Quoted market price on valuation date
|
|
$3.24
|
|
$11.16
|
Contractual exercise rate
|
|
$43.20
|
|
$43.20
|
Term (years)
|
|
1.35
|
|
2.40
|
Range of market volatilities
|
|
92.9% - 113.2%
|
|
59.9% - 73.9%
|
Risk free rates using zero coupon US Treasury Security rates
|
|
0.16% - 0.65%
|
|
0.04% - 0.67%
|
Of the 108,507 common shares for which the warrant issued on November 8, 2011 could be exercised, 36,169
of those common shares were accessible only based upon the Companys election to require the lender to provide the additional financing. When the lender provided additional financing of $8,000,000 on May 10, 2012, the additional 36,169 of
common shares became accessible. Warrants indexed to an additional 260,417 were issued in conjunction with the additional financing.
49
The following table reflects the issuances of derivative warrants and changes in fair value
inputs and assumptions related to the derivative warrants during the years ended December 31, 2015 and 2014.
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Balances at January 1
|
|
$
|
111,127
|
|
|
$
|
923,580
|
|
Changes in fair value inputs and assumptions reflected in income
|
|
|
(104,902
|
)
|
|
|
(812,453
|
)
|
|
|
|
|
|
|
|
|
|
Balances at December 31
|
|
$
|
6,225
|
|
|
$
|
111,127
|
|
|
|
|
|
|
|
|
|
|
The fair value of all warrant derivatives is significantly influenced by our trading market price, the price
volatility in trading and the risk free interest components of the Binomial Lattice technique.
NOTE K MORTGAGE AND LOANS PAYABLE
The Companys consolidated mortgages and notes payable consisted of the following at December 31, 2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Term loan
|
|
$
|
|
|
|
$
|
4,000,000
|
|
Project term loans
|
|
|
3,449,631
|
|
|
|
15,502,422
|
|
Promissory note
|
|
|
14,750,001
|
|
|
|
|
|
Mortgages payable
|
|
|
|
|
|
|
1,662,459
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,199,632
|
|
|
$
|
21,164,881
|
|
|
|
|
|
|
|
|
|
|
Term Loan
Our term loan with Fifth Third Bank, which was a result of amending its predecessor during July 2013 and September 2015, had a maturity date of
December 17, 2015. This facility bore floating interest at the one-month LIBOR rate as reported in the
Wall Street Journal
plus 500 basis points. Beginning January 2014, we were required to make semi-annual payments of $500,000. Any
prepayments made in full or in part were without premium or penalty. No restricted cash payments were required to be kept on deposit. This facility had substantially the same terms as its predecessors as disclosed in our previous Securities and
Exchange Commissions filings.
This term loan was secured by our remaining numismatic coins recovered from the SS
Republic
shipwreck, which balance was reduced over the term by the amount of coins sold by us. The coins that were used as collateral were held by a custodian for the security of the Bank. The carrying value of the borrowing base was not to exceed forty
percent (40%) of the eligible coin inventory valued on a rolling twelve-month wholesale average value. All three of the Bank loans were cross-collateralized. The Company was required to comply with a number of customary covenants. The
significant covenants included: maintaining insurance on the inventory; ensuring the collateral is free from encumbrances without the consent of the Bank, the Company cannot merge or consolidate with or into any other corporation or entity nor can
the Company enter into a material debt agreement with a third party without approval. In December 2015, we entered into an acquisition agreement with Monaco Financial, LLC., a related party, which resulted in the full settlement of this loan prior
to its maturity date of December 17, 2015. See NOTE S for further information. At December 31, 2015, the outstanding loan balance for this term loan was zero.
Project Term Loans
Loan one
On August 14, 2014, we entered into a Loan Agreement with Monaco Financial, LLC (Monaco), a strategic marketing partner,
pursuant to which Monaco agreed to lend us up to $10.0 million, the first $5.0 million of which (the First Tranche) was advanced upon execution of the Loan Agreement. Subject to the satisfaction of conditions set forth in the Loan
Agreement, we had the right to borrow up to an additional $5.0 million in two separate advances of $2.5 million each, which we refer to as the Second Tranche and the Third Tranche. Each of the three advances is evidenced by
separate promissory notes (the Notes). The Second Tranche was advanced on October 1, 2014, and the Third Tranche was advanced on December 1, 2014. On December 10, 2015, these promissory notes were amended as part of the
asset acquisition agreement with Monaco (See NOTE S). The amendment included the following material changes: (i) $2.2 million of the notes was extinguished, (ii) $5.0 million of the notes ceased to bear interest and were only repayable
under
50
certain circumstances from certain sources of cash, and (iii) the maturity date on the notes was extended to December 31, 2017. The outstanding interest-bearing balance of these Notes
at December 31, 2015 was $2.8 million. The book carrying value of these notes was $3,449,632 of which $308,844 is classified as short term and $3,140,788 as long term. See Loan Modification below. The difference between the
outstanding and carrying values, if any, is due to the fair value of derivatives discussed further in NOTE J.
The indebtedness evidenced
by the Notes bears interest at 8.0% percent per year until the first anniversary of the note and 11% per annum from the first anniversary through the maturity date. Principal is payable at the maturity date while interest is payable monthly. As
consideration for the Notes, the Company (i) entered into a multi-year exclusive agreement in which we granted Monaco an exclusive right to market valuable trade cargo through a marketing joint venture, (ii) assigned to Monaco 100,000
shares of Oceanica Resources S. de. R.L (Oceanica) and (iii) granted Monaco an option whereby Monaco may purchase shares of Oceanica held by Odyssey at a purchase price which is the lower of (a) $3.15 per share or (b) the
price per share of a contemplated equity offering of Oceanica which totals $1,000,000 or more in the aggregate. The option may be exercised (i) by conversion of the outstanding principal, (ii) in cash for up to 50% of the initial principal
amount of the Note (exercisable until the end of the term of the note) if the Note has been repaid early at the request of Monaco, or (iii) in cash for up to 100% of the initial principal amount of the Note (exercisable until the end of the
term of the note) if the Note has been repaid early at the request of the Company. For collateral, we granted the lender a security interest in the proceeds from the sale of valuable trade cargo whenever held, in excess of the proceeds previously
pledged under other arrangements, a certain quantity of our Oceanica shares based on the loan balance and certain marine equipment and technology as evidenced by equity in two of our wholly owned subsidiaries.
Accounting considerations
We have
accounted for the three Tranches as a financing transaction, wherein the net proceeds that we received were allocated to the financial instruments issued. Prior to making the accounting allocation, we evaluated the First Tranche for proper
classification under ASC 480
Distinguishing Liabilities from Equity
(ASC 480) and ASC 815
Derivatives and Hedging
(ASC 815).
ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for
bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative feature consisted of the share purchase option.
The share purchase option was not clearly and closely related to the host debt agreement and required bifurcation.
Based on the previous
conclusions, we allocated the cash proceeds first to the derivative components at their fair values with the residual allocated to the host debt contract, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T1 Allocation
|
|
|
T2 Allocation
|
|
|
T3 Allocation
|
|
Promissory Note
|
|
$
|
3,918,254
|
|
|
$
|
1,937,540
|
|
|
$
|
1,909,127
|
|
Embedded derivative (share purchase option)
|
|
|
831,746
|
|
|
|
562,460
|
|
|
|
590,873
|
|
Common shares of Oceanica
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,000,000
|
|
|
$
|
2,500,000
|
|
|
$
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No value was assigned to the multi-year exclusive marketing agreement (entered into with Monaco at the same
time as the Loan Agreement) because the value attributable to the multi-year exclusive marketing agreement is compensatory in nature. The value of the compensation will be determined when i) the valuable trade cargo is recovered, and ii) the
marketing and sales activities are successful. Accordingly, the compensation related to the 5% fee will be a period expense in the period incurred, or when a sale takes place. The assignment to Monaco of 100,000 shares of Oceanica was valued at
$250,000 and was included as part of the allocation of proceeds. The financing basis allocated to the Notes is subject to amortization with periodic charges to interest expense using the effective interest method. Amortization of these components
included in interest expense during the year ended December 31, 2015 amounted to $1,895,263. The derivative components are subject to re-measurement to fair value at the end of each reporting period with the change reflected in income.
Loan modification
In connection
with the Acquisition Agreement entered into with Monaco on December 10, 2015, Monaco agreed to restructure the loans as partial consideration for the purchase of assets. For the first tranche ($5,000,000 issued on August 14, 2014), Monaco
agreed to cease interest as of December 10, 2015 and reduce the loan balance by (i) the cash or other
51
value received by Monaco from the SS
Central America
shipwreck project (SSCA) or (ii) if the proceeds received by Monaco from the SSCA project are insufficient to pay off
the loan balance by December 31, 2017, then Monaco can seek repayment of the remaining outstanding balance on the loan by withholding Odysseys 21.25% additional consideration in new shipwreck projects performed for Monaco in
the future. For the second tranche ($2,500,000 issued on October 1, 2014), Monaco agreed to reduce the principal amount by $2,200,000 leaving a new principal balance of $300,000 and extension of maturity to December 31, 2017. Finally for
tranche 3 ($2,500,000 issued on December 1, 2014), Monaco agreed to the extension of maturity to December 31, 2017.
On
December 10, 2015, the Monaco call option on $10 million of Oceanica shares held by Odyssey was maintained for the full amount of the original loan amount and was extended until December 31, 2017.
As further described in Note S, the Acquisition Agreement was accounted for as a troubled debt restructuring in accordance with ASC 470-60.
As a result of the troubled debt restructuring, the carrying values of the remaining Monaco loans were required to be recorded at their undiscounted future cash flow values, which amounted to $3,449,632. No interest expense is recorded going
forward. All future interest payments reduce the carrying value.
Loan two
On May 7, 2014, we entered into a new $10.0 million credit facility with Fifth Third Bank similar to the loans obtained in 2012 and 2013
for the
Gairsoppa
project. The facility called for the advancement of funds based upon our recovery of valuable cargo from shipwrecks over the subsequent 12 months. The advances were set at pre-defined amounts or percentages of the value of a
projects recovered cargo. The proceeds from our shipwreck recovery contracts or from our sales of recovered cargo were to be used to repay the new loan, as was done for the previous
Gairsoppa
loans. Collateral for this loan was in the
form of our financial rights to proceeds from the monetization of the recovered cargo on the SS
Central America
shipwreck. All three of the Bank loans were cross-collateralized. The interest rate on the new loan was a floating rate equal to
the one-month LIBOR rate plus 500 basis points. An origination fee of $50,000 was paid at closing. This facility was amended in May and September 2015 and had a maturity date of December 17, 2015. An origination fee of $20,000 was paid at
closing. A restricted cash deposit of $500,000 was initially required to cover interest payments when the term loan was funded, or portion thereof. We were required to comply with a number of customary affirmative and negative covenants. The
proceeds were used to fund various project recovery costs. In December 2015, we entered into an asset acquisition agreement with Monaco Financial, LLC., a related party, which resulted in the satisfaction of this loan in full. See NOTE S for further
information. At December 31, 2015, the outstanding loan balance for this term loan was zero.
Promissory Note
On March 11, 2015, in connection with a Stock Purchase Agreement (See NOTE O), Minera del Norte, S.A. de C.V. (MINOSA) agreed
to lend us up to $14.75 million. The entire $14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bears interest at 8.0% percent per annum. The Promissory Note was amended on
April 10, 2015 and on October 1, 2015 so that, unless otherwise converted as provided in the Note, the adjusted principal balance shall be due and payable in full upon written demand by MINOSA; provided that MINOSA agrees that it shall not
demand payment of the adjusted principal balance earlier than the first to occur of: (i) 30 days after the date on which (x) SEMARNAT makes a determination with respect to the current application for the Manifestacion de Impacto Ambiental
relating to the Don Diego Project, which determination is other than an approval or (y) Odyssey Marine Enterprises or any of its affiliates withdraws such application without MINOSAs prior written consent; (ii) termination by Odyssey
of the Stock Purchase Agreement, dated March 11, 2015 (the Purchase Agreement), among Odyssey, MINOSA, and Penelope Mining, LLC (the Investor); (iii) the occurrence of an event of default under the Promissory Note;
(iv) December 31, 2015; or (v) if and only if the Investor shall have terminated the Purchase Agreement pursuant to Section 8.1(d)(iii) thereof, March 30, 2016. In connection with the loans, we granted MINOSA an option to
purchase our 54% interest in Oceanica for $40.0 million (the Oceanica Call Option. As of March 11, 2016, the Oceanica Call has expired. Completion of the transaction requires amending the Companys articles of incorporation to
(a) effect a reverse stock split, which was done on February 19, 2016, (b) adjusting the Companys authorized capitalization, which was also done on February 19, 2016, and (c) establishing a classified board of
directors (collectively, the Amendments). The Amendments have been or will be set forth in certificates of amendment to the Companys articles of incorporation filed or to be filed with the Nevada Secretary of State. As collateral
for the loan, we granted MINOSA a security interest in the Companys 54% interest in Oceanica. The outstanding principal balance of this debt at December 31, 2015 was $14.75 million. The maturity date of this note has been amended and is
now March 18, 2017.
52
Accounting considerations
We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial
instruments issued. Prior to making the accounting allocation, we evaluated for proper classification under ASC 480
Distinguishing Liabilities from Equity
(ASC 480), ASC 815
Derivatives and Hedging
(ASC 815) and
ASC 320
Property, Plant and Equipment
(ASC 320).
This debt agreement did not contain any embedded terms or features
that have characteristics of derivatives. The Oceanica Call Option is considered a freestanding financial instrument because it is both (i) legally detachable and (ii) separately exercisable. The Oceanica Call Option did not fall under the
guidance of ASC 480. Additionally it did not meet the definition of a derivative under ASC 815 because the option has a fixed value of $40 million and does not contain an underlying variable which is indicative of a derivative. This instrument is
considered an option contract for a sale of an asset. The guidance applied in this case is ASC 360.20, which provides that in situations when a party lends funds to a seller and is given an option to buy the property at a certain date in the future,
the loan shall be recorded at its present value using market interest rates and any excess of the proceeds over that amount credited to an option deposit account. If the option is exercised, the deposit shall be included as part of the sales
proceeds; if not exercised, it shall be credited to income in the period in which the option lapses.
Based on the previous conclusions,
we allocated the cash proceeds first to the debt at its present value using a market rate of 15%, which is managements estimate of a market rate loan for the Company, with the residual allocated to the Oceanica Call Option, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tranche 1
|
|
|
Tranche 2
|
|
|
Tranche 3
|
|
|
Tranche 4
|
|
|
Tranche 5
|
|
|
Total
|
|
Promissory Note
|
|
$
|
1,932,759
|
|
|
$
|
5,826,341
|
|
|
$
|
2,924,172
|
|
|
$
|
1,960,089
|
|
|
$
|
1,723,491
|
|
|
$
|
14,366,852
|
|
Deferred Income (Oceanica Call Option)
|
|
|
67,241
|
|
|
|
173,659
|
|
|
|
75,828
|
|
|
|
39,911
|
|
|
|
26,509
|
|
|
|
383,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
|
|
$
|
2,000,000
|
|
|
$
|
6,000,000
|
|
|
$
|
3,000,000
|
|
|
$
|
2,000,000
|
|
|
$
|
1,750,000
|
|
|
$
|
14,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The option amount of $383,148 represents a debt discount. This discount will be accreted up to face value
using the effective interest method. Amortization for the year ended December 31, 2015 amounted to $383,148. Accrued interest recorded on the note for the year ended December 31, 2015 amounted to $508,055.
Mortgages Payable
On July 11, 2008,
we entered into a mortgage loan with Fifth Third Bank. Pursuant to the Loan Agreement, we borrowed $2,580,000. The loan bore interest at a variable rate equal to the prime rate plus three-fourths of one percent (0.75%) per annum. The loan matured on
July 11, 2013, and required monthly principal payments in the amount of $10,750 plus accrued interest. This loan was secured by a restricted cash balance as well as a first mortgage on our corporate office building. This loan contained
customary representations and warranties, affirmative and negative covenants, conditions, and other provisions.
During July 2013, when
the above noted mortgage matured, we extended it under substantially the same terms that previously existed. In September 2015, we amended the loan so that the new maturity date was December 17, 2015. The loan bore interest at a variable rate
equal to the prime rate plus three-fourths of one percent (0.75%) per annum. Monthly principal payments in the amount of $10,750 plus accrued interest were required. This loan was secured by a restricted cash balance (See NOTE C) as well as a first
mortgage on our corporate office building. All three of the Bank loans were cross-collateralized. This loan contained customary representations and warranties, affirmative and negative covenants, conditions, and other provisions. In December 2015,
we entered into an asset acquisition agreement with Monaco Financial, LLC., a related party, which resulted in the satisfaction of this loan in full. This building was included in the executed asset purchase agreement. See NOTE S for further
information. At December 31, 2015, the outstanding loan balance for this term loan was zero.
During May 2008, we entered into a
mortgage loan in the principal amount of $679,000 with The Bank of Tampa to purchase our conservation lab and storage facility. This obligation had a monthly payment of $5,080 with a maturity date of May 14, 2015. Principal and interest
payments were payable monthly. Interest was at a fixed annual rate of 6.45%. This debt was secured by the related mortgaged real property. This property was sold in sold in March 2015 and all related mortgages have been paid in full. There is no
outstanding balance on this note.
53
Long-Term Obligation Maturities
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
More than
5 years
|
|
Long term obligations
|
|
$
|
2,800,000
|
|
|
$
|
|
|
|
$
|
2,800,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Operating lease
|
|
|
722,880
|
|
|
|
240,960
|
|
|
|
240,960
|
|
|
|
240,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on obligations
|
|
|
616,843
|
|
|
|
308,843
|
|
|
|
308,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total obligations
|
|
$
|
4,139,723
|
|
|
$
|
549,803
|
|
|
$
|
3,348,960
|
|
|
$
|
240,960
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term obligations represent the amounts due on our existing loans as described above. We entered into a
three year operating lease for our corporate headquarters with Monaco Financial, LLC, a related party. This is pursuant to the acquisition agreement we entered into with them on December 10, 2015. The operating lease is cancellable with a nine
month notice. See NOTE K and NOTE S.
NOTE L ACCRUED EXPENSES
Accrued expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
Compensation and bonuses
|
|
$
|
866,551
|
|
|
$
|
1,451
|
|
Vessel operations
|
|
|
1,528,478
|
|
|
|
1,525,513
|
|
Professional services
|
|
|
942,604
|
|
|
|
465,000
|
|
Interest
|
|
|
828,888
|
|
|
|
|
|
Accrued insurance payable
|
|
|
|
|
|
|
304,584
|
|
Other operating
|
|
|
98,935
|
|
|
|
91,414
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
4,265,456
|
|
|
$
|
2,387,962
|
|
|
|
|
|
|
|
|
|
|
Vessel operations relates to expenditures required to operate our ships such as fuel, repair and maintenance,
port fees and charter related. Professional fees are mainly attributable to legal fees and related and other professional services in support of operations. Included in Professional fees are $716,009 of fees earned by Greg Stemm, former chief
executive office and current chairman of the board, in accordance to his consulting service agreement executed in 2015. These fees are to be paid out monthly over 2016, 2017 and 2018. Compensation and bonus includes $0.8 million accrued incentive
awards for the company employees. However, the Board of Directors will only approve bonuses to be paid when and if there is sufficient excess cash above and beyond normal operating means. Other operating expenses contain general items related to,
but not limited to marketing and insurance. Accrued interest is due to MINOSA per the promissory note described in NOTE K.
NOTE M RELATED PARTY TRANSACTIONS
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 at the time owned a 58% interest in the limited liability company until they sold their interests to an unrelated third party in 2005. If, at any time, Odyssey is forced to cancel or abandon the project due to
political interference, the officers may be required to buy back their interests.
In December 2015, we entered into an asset acquisition
agreement with Monaco Financial, LLC. (Monaco). Monaco has purchased a substantial amount of our SS
Republic
coins over the years. In years 2015, 2014 and 2013, we had coin sales with Monaco of $1,605,676, $304,674 and $0, respectively. We
had accounts receivable with them at December 31, 2015 and 2014 of $629,400 and $87,399, respectively. In 2014, they loaned us $10.0 million to assist us with our cash flow obligations (See NOTE K). Based on the substance of these business
transactions, we consider Monaco Financial, LLC. to be an affiliated company, thus a related party. We do not own any financial interest in Monaco Financial, LLC. See NOTE S for further information on the asset purchase agreement and the related
party.
54
NOTE N DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS
The Companys participating revenue rights and deferred revenue consisted of the following at December 31, 2015
and December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Cambridge
project
|
|
$
|
825,000
|
|
|
$
|
825,000
|
|
Seattle
project
|
|
|
62,500
|
|
|
|
62,500
|
|
Galt Resources, LLC (HMS
Victory
)
|
|
|
3,756,250
|
|
|
|
3,756,250
|
|
Oceanica call option
|
|
|
383,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred income and participating revenue rights
|
|
$
|
5,026,898
|
|
|
$
|
4,643,750
|
|
|
|
|
|
|
|
|
|
|
Cambridge
project
We previously sold Revenue Participation Certificates (RPCs) that represent the right to share in our future revenues derived from
the
Cambridge
project, which is also referred to as the HMS
Sussex
shipwreck project. The
Cambridge
RPC units constitute restricted securities.
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. The
Cambridge
project 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 project.
Seattle
project
In a private placement that closed in September 2000, we sold units consisting of
Republic
Revenue Participation
Certificates and Common Stock. Each $50,000 unit entitled the holder to 1% of the gross revenue generated by the now named
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.
The participating rights balance will be amortized under the units of revenue method once management can reasonably estimate potential revenue
for each of these projects. The RPCs for the
Cambridge
and
Seattle
projects do not have a termination date, therefore these liabilities will be carried on the books until revenue is recognized from these
projects or we permanently abandon either project.
Galt Resources, LLC
In February 2011, we entered into a project syndication deal with Galt Resources LLC (Galt) for which they invested $7,512,500
representing rights to future revenues of any one project Galt selected prior to December 31, 2011. If the project is successful and generates sufficient proceeds, Galt will recoup their investment plus three times the investment. Galts
investment return will be paid out of project proceeds. Galt will receive 50% of project proceeds until this amount is recouped. Thereafter, they will share in additional net proceeds of the project at the rate of 1% for every million invested.
Subsequent to the original syndication deal, we reached an agreement permitting Galt to bifurcate their selection between two projects, the SS
Gairsoppa
and HMS
Victory
with the residual 1% on additional net proceeds assigned to the
HMS
Victory
project only. The bifurcation resulted in $3,756,250 being allocated to each of the two projects. Therefore, Galt will receive 7.5125% of net proceeds from the HMS
Victory
project after they recoup their investment of
$3,756,250 plus three times the investment. Galt has been paid in full for their share of the
Gairsoppa
project investment. There are no future payments remaining due to Galt for the
Gairsoppa
project. Based on the timing of the
proceeds earmarked for Galt, the relative corresponding amount of Galts revenue participation right of $3,756,250 was amortized into revenue in 2012 based upon the percent of Galt-related proceeds from the sale of silver as a percentage of
total proceeds that Galt earned under the revenue participation agreement ($15.0 million). There is no expiration date on the Galt deal for the HMS Victory project. If the archaeological excavation of the shipwreck is performed and insufficient
proceeds are obtained, then the deferred income balance will be recognized as other income. If the archaeological excavation of the shipwreck is performed and sufficient proceeds are obtained, then the deferred income balance will be recognized as
revenue.
55
Oceanica Call Option
On March 11, 2015, we agreed to issue and sell up to $14.75 million in Promissory Notes (See NOTE K) to Minera del Norte, S.A. de C.V.
(MINOSA) In connection with the loans, we granted MINOSA an option to purchase our 54% interest in Oceanica for $40.0 million (the Oceanica Call Option). The guidance applied in this case is ASC 360.20, which provides that in
situations when a party lends funds to a seller and is given an option to buy the property at a certain date in the future, the loan shall be recorded at its present value using market interest rates and any excess of the proceeds over that amount
credited to an option deposit account. If the option is exercised, the deposit shall be included as part of the sales proceeds; if not exercised, it shall be credited to income in the period in which the option lapses. The option deposit account in
this case is deferred income. This Oceanica Call Option expired on March 11, 2016.
NOTE O STOCKHOLDERS EQUITY/(DEFICIT)
At our Annual Meeting of Stockholders on June 9, 2015, our stockholders approved a 1-for-6 reverse stock split. On
February 9, 2016, our Board of Directors authorized an additional 1-for-2 reverse stock split, to be effective immediately after the stockholder-approved 1-for-6 reverse stock split is implemented. The reverse stock splits were effective on
February 19, 2016. The two reverse stock splits have the combined effect of a 1-for-12 reverse stock split. At the effective time of the reverse stock splits, every 12 shares of issued and outstanding common stock were converted into one share
of issued and outstanding common stock, and the authorized shares of common stock were reduced from 150,000,000 to 75,000,000 shares. The par value remains at $0.0001. All shares and related financial information in this Form 10-K have been
retroactively adjusted to reflect this 1-for-12 reverse stock split.
Common Stock
In March 2015, we issued 333,333 shares of our common stock to Mako Resources, LLC, an Oceanica shareholder, valued in total at $2,520,000
based on our closing stock price on March 11, 2015. These shares were issued as consideration for termination of Makos option to acquire up to 6.0 million of the shares we hold in Oceanica. See Preferred Stock below and NOTE K.
In 2014, we issued 107,513 shares of common stock, valued at $2,420,863, representing payment for principal and interest on the Additional
Note as described in NOTE K.
Warrants
Warrants to purchase 130,209 shares of common stock were attached to our formerly outstanding Senior Convertible debt. The exercise price on
these warrants is $43.20, and they expire on November 9, 2016. See NOTE J for further information on these warrants.
Convertible Preferred Stock
On March 11, 2015, we entered into a Stock Purchase Agreement (the Purchase Agreement) with Penelope Mining LLC (the
Investor), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte, S.A. de C.V. (the Lender). The Purchase Agreement provides for the Company to issue and sell to the Investor, upon
stockholder approval which was received on June 9, 2015, shares of the Companys preferred stock in the amounts and at the eventual pre-split prices set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Preferred Stock
|
|
Shares
|
|
|
Price Per Share
|
|
|
Total
Investment
|
|
Series AA-1
|
|
|
8,427,004
|
|
|
$
|
12.00
|
|
|
$
|
101,124,042
|
|
Series AA-2
|
|
|
7,223,145
|
|
|
$
|
6.00
|
|
|
|
43,338,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,650,149
|
|
|
|
|
|
|
$
|
144,462,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Investors option to purchase the Series AA-2 shares is subject to the closing price of the Common
Stock on the NASDAQ having been greater than or equal to $15.12 per share for a period of twenty (20) consecutive Business Days on which the NASDAQ is open.
56
The closing of the sale and issuance of shares of the Companys preferred stock to the
Investor is subject to certain conditions, including the Companys receipt of required approvals from the Companys stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase
Agreement, the listing of the underlying common stock on the NASDAQ Stock Market and the Investors satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company. This transaction received
stockholders approval on June 9, 2015. Completion of the transaction requires amending the Companys articles of incorporation to (a) effect a reverse stock split, which was done on February 19, 2016, (b) adjusting the
Companys authorized capitalization, which was also done on February 19, 2016, and (c) establishing a classified board of directors (collectively, the Amendments). The Amendments have been or will be set forth in
certificates of amendment to the Companys articles of incorporation filed or to be filed with the Nevada Secretary of State.
Series AA Convertible Preferred Stock Designation
The Purchase Agreement provides for the issuance of up to 8,427,004 shares of Series AA-1 Convertible Preferred Stock, par value $0.0001 per
share (the Series AA-1 Preferred) and 7,223,145 shares of Series AA-2 Convertible Preferred Stock, par value $0.0001 per share (the Series AA-2 Preferred), subject to stockholder approval which was received on June 9,
2015 and satisfaction of other conditions. Significant terms and conditions of the Series AA Preferred are as follows:
Dividends
. If and when the Company declares a dividend and any other distribution (including, without limitation, in cash, in
capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, then the holders of each share of Series AA Preferred Stock are entitled to receive, a dividend or distribution
in an amount equal to the amount of dividend or distribution received by the holders of common stock for which such share of Series AA Preferred Stock is convertible.
Liquidation Preference
. The Liquidation Preference on each share of Series AA Preferred Stock is its Stated Value plus accretion
at the rate of 8% per annum compounded on each December 31 from the date of issue of such share until the date such share is converted. For any accretion period which is less than a full year, the Liquidation
Preference shall accrete in an amount to be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed.
Voting Rights
. The holders of Series AA Preferred will be entitled to one vote for each share of common stock into which the
Series AA Preferred is convertible and will be entitled to notice of meetings of stockholders.
Conversion Rights
. At any
time after the Preferred Shares have been issued, any holder of shares of Series AA Preferred may convert any or all of the shares of preferred stock into one fully paid and non-assessable share of Common Stock.
Adjustments to Conversion Rights
. If Odyssey pays a dividend or makes a distribution on its common stock in shares of common
stock, subdivides its outstanding common stock into a greater number of shares, or combines its outstanding common stock into a smaller number of shares, or if there is a reorganization, or a merger or consolidation of Odyssey with or into any other
entity which results in a conversion, exchange, or cancellation of the common stock, or a sale of all or substantially all of Odysseys assets, then the conversion rights described above will be adjusted appropriately so that each holder of
Series AA Preferred will receive the securities or other consideration the holder would have received if the holders Series AA Preferred had been converted before the happening of the event. The conversion price in effect from time to time is
also subject to downward adjustment if we issue or sell shares of common stock for a purchase price less than the conversion price or if we issue or sell shares convertible into or exercisable for shares of common stock with a conversion price or
exercise price less than the conversion price for the Series AA Preferred.
Accounting considerations
As stated above the issuance of the Series AA Convertible Preferred Stock is based on certain contingencies. No accounting treatment
determination is required until these contingencies are met and the Series AA Convertible Preferred Stock has been issued. However, we have analyzed the instrument to determine the proper accounting treatment that will be necessary once the
instruments have been issued.
ASC 480 generally requires liability classification for financial instruments that are certain to be
redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. We concluded that the Series AA Preferred was not within the scope of ASC 480 because none of the three conditions for
liability classification was present.
57
ASC 815 generally requires the analysis of embedded terms and features that have characteristics
of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis we
were first required to evaluate the economic risks and characteristics of the Series AA Convertible Preferred Stock in its entirety as being either akin to equity or akin to debt. Our evaluation concluded that the Series AA Convertible Preferred
Stock was more akin to an equity-like contract largely due to the fact that most of its features were participatory in nature. As a result we concluded that the embedded conversion feature is clearly and closely related to the host equity contract
and will not require bifurcation and liability classification.
The option to purchase the Series AA-2 Convertible Preferred Stock was
analyzed as a freestanding financial instruments and has terms and features of derivative financial instruments. However, in analyzing this instrument under applicable guidance it was determined that it is both (i) indexed to the Companys
stock and (ii) meet the conditions for equity classification.
Stock-Based Compensation
We have two stock incentive plans. The first is the 2005 Stock Incentive Plan that expired in August 2015. After the expiration of this plan,
equity instruments cannot be granted but this plan shall continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited.
On June 9, 2015, our shareholders approved our 2015 Stock Incentive Plan (the Plan) that was adopted by our Board of
Directors (the Board) on January 2, 2015, which is the effective date. The plan expires on the tenth anniversary of the effective date. The Plan provides for the grant of incentive stock options, non-qualified stock options,
restricted stock awards, restricted stock units and stock appreciation rights. This plan was initially capitalized with 450,000 shares that may be granted. The Plan is intended to comply with Section 162(m) of the Internal Revenue Code, which
stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333, and the maximum aggregate amount of cash that may be paid in cash to any person
during any calendar year with respect to one or more Awards payable in cash shall be $2,000,000. The maximum number of shares that may be used for Incentive Stock Options (ISO) under the Plan shall be 450,000. With respect to each grant
of an ISO to a Participant who is not a Ten Percent Stockholder, the Exercise Price shall not be less than the Fair Market Value of a Share on the date the ISO is granted. With respect to each grant of an ISO to a Participant who is a Ten Percent
Stockholder, the Exercise Price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date the ISO is granted. If an Award is a Non-Qualifying Stock Option (NQSO), the Exercise Price for
each Share shall be no less than (1) the minimum price required by applicable state law, or (2) the Fair Market Value of a Share on the date the NQSO is granted, whichever price is greatest. Any Award intended to meet the Performance Based
Exception must be granted with an Exercise Price not less than the Fair Market Value of a Share determined as of the date of such grant.
Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is
ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires
forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share based compensation charged against income for the periods ended December 31, 2015,
2014 and 2013 was $2,348,744, $2,081,482and $2,582,009, respectively.
The weighted average estimated fair value of stock options granted
during the fiscal years ended December 31, 2015, 2014 and 2013 were $8.52, $14.88 and $17.04, 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 December 31, 2015, 2014 and 2013:
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
Risk-free interest rate
|
|
1.78 - 2.00%
|
|
2.1-2.7%
|
|
.41-1.28%
|
Expected volatility of common stock
|
|
64.47 - 65.95%
|
|
63.5-65.0%
|
|
59.2-68.2%
|
Dividend yield
|
|
0%
|
|
0%
|
|
0%
|
Expected life of options
|
|
6.1 - 8.2 years
|
|
6.1-8.2 years
|
|
3.0-4.1 years
|
58
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.
Additional information with respect to both plans stock option activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Weighted Average
Exercise Price
|
|
Outstanding at December 31, 2012
|
|
|
285,013
|
|
|
$
|
39.72
|
|
Granted
|
|
|
102,819
|
|
|
$
|
35.88
|
|
Exercised
|
|
|
(17,042
|
)
|
|
$
|
26.88
|
|
Cancelled
|
|
|
(121,133
|
)
|
|
$
|
43.32
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
|
249,656
|
|
|
$
|
39.72
|
|
Granted
|
|
|
85,524
|
|
|
$
|
25.68
|
|
Exercised
|
|
|
|
|
|
$
|
|
|
Cancelled
|
|
|
(27,390
|
)
|
|
$
|
41.76
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
|
307,791
|
|
|
$
|
32.04
|
|
Granted
|
|
|
137,667
|
|
|
$
|
12.48
|
|
Exercised
|
|
|
|
|
|
$
|
|
|
Cancelled
|
|
|
(70,174
|
)
|
|
$
|
32.88
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
375,283
|
|
|
$
|
32.04
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2013
|
|
|
176,575
|
|
|
$
|
35.28
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2014
|
|
|
221,109
|
|
|
$
|
33.24
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2015
|
|
|
275,735
|
|
|
$
|
27.48
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic values of options exercisable for the fiscal years ended December 31, 2015, 2014
and 2013 were $0, $0 and $16,450, respectively. The aggregate intrinsic values of options outstanding for the fiscal years ended December 31, 2015, 2014 and 2013 were $0, $0 and $16,450, respectively. The aggregate intrinsic values of options
exercised during the fiscal years ended December 31, 2015, 2014 and 2013 are $0, $0 and $183,000, respectively, determined as of the date of the option exercise. Aggregate intrinsic value represents the positive difference between our closing
stock price at the end of a respective period and the exercise price multiplied by the number of relative options. The total fair value of shares vested during the fiscal years ended December 31, 2015, 2014 and 2013 was $1,449,216, $1,154,984
and $832,177, respectively.
As of December 31, 2015, there was $1,019,120 of total unrecognized compensation cost related to
unvested share-based compensation awards granted to employees under the option plans. That cost is expected to be recognized over a weighted-average period of 1.17 years.
The following table summarizes information about stock options outstanding at December 31, 2015:
Stock Options Outstanding
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise
Prices
|
|
Number of Shares
Outstanding
|
|
|
Weighted Average
Remaining Contractual
Life in Years
|
|
Weighted Average Exercise
Price
|
|
$12.48 - $12.48
|
|
|
141,833
|
|
|
9.00
|
|
$
|
12.48
|
|
$26.40 - $26.40
|
|
|
79,370
|
|
|
8.01
|
|
$
|
26.40
|
|
$32.76 -$34.68
|
|
|
132,413
|
|
|
1.59
|
|
$
|
33.96
|
|
$39.00 -$46.80
|
|
|
21,667
|
|
|
2.24
|
|
$
|
41.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,283
|
|
|
5.79
|
|
$
|
24.60
|
|
|
|
|
|
|
|
|
|
|
|
|
59
The estimated fair value of each restricted stock award is calculated using the share price at
the date of the grant. A summary of the status of the restricted stock awards as of December 31, 2015 and changes during the year ended December 31, 2015 is presented as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Weighted Average
Grant Date Fair
Value
|
|
Unvested at December 31, 2014
|
|
|
69,851
|
|
|
$
|
16.56
|
|
Granted
|
|
|
105,824
|
|
|
$
|
12.48
|
|
Vested
|
|
|
(75,467
|
)
|
|
$
|
12.60
|
|
Cancelled
|
|
|
(7,513
|
)
|
|
$
|
14.40
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2015
|
|
|
92,696
|
|
|
$
|
13.20
|
|
|
|
|
|
|
|
|
|
|
The fair value of restricted stock awards vested during the years ended December 31 2015, 2014 and 2013
was $318,000, $911,641 and $854,861, respectively. The fair value of unvested restricted stock awards remaining at the periods ended December 31, 2015, 2014 and 2013 is $300,334, $1,158,684 and $380,013, respectively. The weighted-average grant
date fair value of restricted stock awards granted during the periods ended December 31, 2015, 2014 and 2013 were $12.48, $17.16 and $34.68, respectively. The weighted-average remaining contractual term of these restricted stock awards at the
periods ended December 31, 2015, 2014 and 2013 are 2.6, 3.6 and 1.2 years, respectively. As of December 31, 2015, there was a total of $1,142,573 unrecognized compensation cost related to unvested restricted stock awards.
The following table summarizes our common stock warrants outstanding at December 31, 2015:
|
|
|
|
|
|
|
|
|
Common Stock
Warrants
|
|
|
Exercise Price
|
|
|
Termination Date
|
|
130,208
|
|
|
$
|
43.20
|
|
|
11/9/2016
|
|
|
|
|
|
|
|
|
|
NOTE P INCOME TAXES
As of December 31, 2015, the Company had consolidated income tax net operating loss (NOL) carryforwards for
federal tax purposes of approximately $143,723,339 and net operating loss carryforwards for foreign income tax purposes of approximately $19,620,883. The federal NOL carryforwards from 2005 forward will expire in various years beginning 2025 and
ending through the year 2035. From 2025 through 2027, approximately $43 million of the NOL will expire, and from 2028 through 2035, approximately $101 million of the NOL will expire.
The components of the provision for income tax (benefits) are attributable to continuing operations as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
|
|
|
$
|
(481,055
|
)
|
|
$
|
481,055
|
|
State
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
(481,055
|
)
|
|
$
|
496,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
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 Companys deferred tax assets and liabilities are as follows:
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
Net operating loss and tax credit carryforwards
|
|
$
|
56,241,535
|
|
Capital loss carryforward
|
|
|
86,971
|
|
Accrued expenses
|
|
|
349,770
|
|
Reserve for accounts receivable
|
|
|
1,062,222
|
|
Start-up costs
|
|
|
107,153
|
|
Excess of book over tax depreciation
|
|
|
2,773,114
|
|
Stock option and restricted stock award expense
|
|
|
1,897,193
|
|
Investment in unconsolidated entity
|
|
|
2,229,210
|
|
Less: valuation allowance
|
|
|
(64,553,394
|
)
|
|
|
|
|
|
|
|
$
|
193,774
|
|
|
|
|
|
|
Deferred tax liability:
|
|
|
|
|
Property and equipment basis
|
|
$
|
69,311
|
|
Prepaid expenses
|
|
|
124,463
|
|
|
|
|
|
|
|
|
$
|
193,774
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
|
|
|
|
|
|
|
As reflected above, we have recorded a net deferred tax asset of $0 at December 31, 2015. As required by
the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized. Based on the available evidence, we have concluded that it is more likely than not that those
assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a valuation allowance has been recorded as of December 31, 2015.
The change in the valuation allowance is as follows:
|
|
|
|
|
December 31, 2015
|
|
$
|
64,553,394
|
|
December 31, 2014
|
|
|
60,312,726
|
|
|
|
|
|
|
Change in valuation allowance
|
|
$
|
4,240,668
|
|
|
|
|
|
|
Income taxes for the twelve month periods ended December 31, 2015, 2014 and 2013 differ from the amounts
computed by applying the effective federal income tax rate of 34.0% to income (loss) before income taxes as a result of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
Expected (benefit)
|
|
$
|
(6,190,436
|
)
|
|
$
|
(9,908,804
|
)
|
|
$
|
(3,483,374
|
)
|
Effects of:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. income tax expense at the AMT 20% rate
|
|
|
|
|
|
|
|
|
|
|
(176,839
|
)
|
State income taxes net of federal benefits
|
|
|
(184,257
|
)
|
|
|
(294,933
|
)
|
|
|
509,495
|
|
Nondeductible expense
|
|
|
1,854,717
|
|
|
|
(126,601
|
)
|
|
|
31,640
|
|
Stock options and restricted stock awards
|
|
|
|
|
|
|
|
|
|
|
790,011
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
(783,994
|
)
|
Change in valuation allowance
|
|
|
4,900,061
|
|
|
|
10,469,108
|
|
|
|
(6,276,369
|
)
|
CFC Dividend Income
|
|
|
|
|
|
|
|
|
|
|
9,190,723
|
|
Change in rate estimate
|
|
|
|
|
|
|
|
|
|
|
15,767
|
|
Foreign Rate Differential
|
|
|
(380,085
|
)
|
|
|
(138,770
|
)
|
|
|
662,745
|
|
Reversal of Prior Year AMT Accrual
|
|
|
|
|
|
|
(481,055
|
)
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
|
|
|
|
16,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
(481,055
|
)
|
|
$
|
496,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61
We have not recognized a material adjustment in the liability for unrecognized tax benefits and
have not recorded any provisions for accrued interest and penalties related to uncertain tax positions.
The earliest tax year still
subject to examination by a major taxing jurisdiction is 2012.
NOTE Q MAJOR CUSTOMERS
For the fiscal year ended December 31, 2015, we had two customers who accounted for 54.4% and 30.1% of our total
revenue. During the fiscal year ended December 31, 2014, we had one customer who accounted for 87.2% of our total revenue.
NOTE R 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
and the
Cambridge
(HMS
Sussex
) projects and have recorded $887,500 as Deferred Income from Revenue Participation Rights (See NOTE N). We are contingently liable to share 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
RPCs.
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 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 M).
In February 2011, we entered into a project syndication deal with Galt Resources LLC (Galt)
for which they invested $7,512,500 representing rights to future revenues of any project of Galts choosing. This amount has been bifurcated equally between the SS
Gairsoppa
and HMS
Victory
projects. The SS
Gairsoppa
has
been paid in full. See NOTE N for further detail.
Legal Proceedings
The Company may be subject to a variety of other claims and suits that arise from time to time in the ordinary course of business. We are
currently not a party to any pending litigation.
Contingency
During March, 2016, our Board of Directors approved the grant and issuance of 3 million new equity shares of Oceanica Resources, S.R.L. to
two attorneys for their future services. This equity is only issuable upon the Mexicans government approval of the Environmental Impact Assessment (EIA) for its Mexican subsidiary. The EIA has not been approved as of the date of
this report. This grant of new shares was also approved by the Administrators of Oceanica Resources, S.R.L.
Going Concern Consideration
We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows in 2016 or
the following twelve months is dependent upon our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters, collecting on amounts owed to us, and completing the MINOSA/Penelope
equity financing transaction approved by our stockholders on June 9, 2015. During 2015 we received notices from NASDAQ of a possible de-listing for not being compliant with their continued listing requirements. In the first quarter of 2016, we
regained compliance with these continued listing requirements. Our 2016 business plan requires us to generate new cash inflows during 2016 to effectively allow us to perform our planned projects. We plan to generate new cash inflows through the
monetization of our receivables and equity stakes in seabed mineral companies,
62
financings, syndications or other partnership opportunities. One or more of the planned opportunities for raising cash may not be realized to the extent needed which may require us to curtail our
desired business plan until we generate additional cash. On March 11, 2015, we entered into a Stock Purchase Agreement with Minera del Norte S.A. de c.v. (MINOSA) and Penelope Mining LLC (Penelope), an affiliate of
MINOSA, pursuant to which (a) MINOSA agreed to extend short-term, debt financing to Odyssey of up to $14.75 million, and (b) Penelope agreed to invest up to $101 million over three years in convertible preferred stock of Odyssey. The
equity financing is subject to the satisfaction of certain conditions, including the approval of our stockholders which occurred on June 9, 2015, and MINOSA and Penelope are currently under no obligation to make the preferred share equity
investments. (See Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsGeneral Discussion 2015Financings.) If cash inflow is not sufficient to meet our desired projected business plan
requirements, we will be required to follow our contingency business plan which is based on curtailed expenses and requires less cash inflows. Our consolidated non-restricted cash balance at December 31, 2015 was $2.2 million which is
insufficient to support operations through the end of 2016. We have a working capital deficit at December 31, 2015 of $21.1 million. Are largest loan of $14.75 million from MINOSA has a maturity date of March 18, 2017. We sold a
substantial part of our assets to Monaco and its affiliates on December 10, 2015 and we have pledged the majority of our remaining assets to MINOSA, and its affiliates, and to Monaco, leaving us with few opportunities to raise additional funds
from our balance sheet. The total consolidated book value of our assets was $6.9 million at December 31, 2015 and the fair market value of these assets may differ from their net carrying book value. Even though we executed the above noted
financing arrangements, Penelope must purchase the shares for us to be able to complete the equity component of the transaction. The Penelope equity transaction is heavily dependent on the outcome of our subsidiarys application approval
process for an environmental permit to commercially develop a mineralized phosphate deposit in Mexico. Therefore, the factors noted above raise doubt about our ability to continue as a going concern. These consolidated financial statements do not
include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.
NOTE S ASSET SALE AND LOAN RESTRUCTURING
Acquisition Agreement
On December 10, 2015, we entered into an acquisition agreement (the Acquisition Agreement) with Monaco Financial, LLC
(Monaco), and certain affiliates of Monaco pursuant to which, among other things, we sold certain assets to Monaco and its affiliates, and Monaco (a) repaid our indebtedness for borrowed money owed to a bank, (b) reduced the
amount of indebtedness owed by us to Monaco and agreed to certain modifications regarding the remaining indebtedness, and (c) applied the amount of advances previously made by Monaco to us, as well as additional cash, to the consideration paid
to us for the transaction.
In conjunction with the transactions contemplated by the Acquisition Agreement, one of Monacos
affiliates, Magellan Offshore Services Ltd (Magellan) agreed to pay us an amount equal to 21.25% of the difference between (x) the monetized proceeds to Magellan or its affiliates from sales of valuable trade cargo from covered
shipwrecks, minus (y) the recovery costs incurred by Magellan or its affiliates related to such covered shipwreck. The covered shipwrecks consist of the shipwrecks included in the proprietary shipwreck database and research library referenced
in the paragraph immediately below and any other shipwrecks discovered or identified by or presented to us or Magellan and its affiliates during the five-year period after the date of the Acquisition Agreement.
The assets sold by us pursuant to the Acquisition Agreement include (i) our rights to receive proceeds from a specified shipwreck
project, (ii) gold and silver coins and bullion (primarily recovered from the SS
Republic
shipwreck), (iii) the land and building in Tampa, Florida used as our headquarters, (iv) subject to specified exclusions, our
proprietary shipwreck database and research library, and our rights to any shipwreck projects derived therefrom, (v) artifacts recovered from shipwrecks, (vi) an artifact database, (vii) the SHIPWRECK! Pirates and Treasure traveling
exhibit and all other shipwreck exhibits owned by us, (viii) various photographs, video, and graphics owned by us, (ix) side scan data, re-navigation analyses and search data from previous shipwreck searches, (x) internet and social
media content and software platforms, and communities related to shipwrecks, (xi) shipwreck publications, (xii) certain merchandise in inventory, (xiii) one-half of the shares of Neptune Minerals, Inc. (Neptune) held by
us, and (xiv) one-half of the receivables owed to us by Neptune. The fair values of the assets given up amounted to $19,195,131. Assets of ours excluded from the transaction include (x) our research vessel, equipment related thereto, and
other operational assets, (y) HMS
Victory
and three other specified shipwreck projects (the Excluded Projects), and (z) assets, properties, and rights primarily used by us in our businesses other than the
shipwreck business. Our indebtedness for borrowed money repaid by Monaco consisted of $11.7 million owed by us to Fifth Third Bank.
63
Accounting considerations
We analyzed the transaction under the guidance of ASC 470-60
Troubled Debt Restructuring
to determine if the transaction qualified as a
troubled debt restructuring. For a debt restructuring to be considered troubled, the debtor must be experiencing financial difficulty and the creditor must have granted a concession. We analyzed the Monaco Transaction under ASC 470-60 and determined
that we met one or more of the definitions of a company experiencing financial difficulty, such as being under threat of being delisted from an exchange. Furthermore, we determined that the borrowing rate on the restructured debt is
significantly less than the effective borrowing rate on the old debt and as such Monaco granted a concession on the debt. As a result, the debt restructuring falls into the troubled debt restructuring guidance.
This transaction is a combination of types including full satisfaction, partial satisfaction and modification of terms. In accordance with the
guidance in ASC 470-60, the following steps are taken to determine the proper accounting treatment: (i) step 1: the carrying amount of the loans is reduced by the fair value of the assets transferred, (ii) step 2: a gain or loss resulting
from any disposition of assets (based on the difference between the fair value of assets disposed and their respective carrying amount) is recognized and (iii) step 3: a gain on restructuring is recorded if the future undiscounted cash flows
are less than the revised carrying value (carrying value less fair value of assets). If the future undiscounted cash flows are greater than the revised carrying value, no gain is recorded.
Prior to implementing step 1 (the carrying amount of the loans is reduced by the fair value of the assets transferred), we had to determine
the fair value of the assets transferred. The fair value of the assets transferred was determined on a market based approach and using discounted cash flow models. We used historical transaction data, external valuations where available, and other
relevant data to estimate the fair value of the assets which were sold. The group of assets consisted of both financial and non-financial assets. The net carrying book value of the assets sold was $13.5 million, comprised mainly of $6.3 million
of accounts receivable, $2.1 million of building and land, and $5.1 million of short and long term inventory. The fair value assigned to these assets and the other items sold that had no net carrying book value was $19.1 million. The
estimated fair market value of the sold assets exceeded the carrying book value of the assets due to the use of US generally accepted accounting principles that did not allow us to write-up the carrying value of some assets or capitalize items that
were not fully measurable or collectible at the balance sheet date.
The approach used in calculating the fair value of financial assets
was the discounted cash flow approach. Inputs used in the modeling consisted of carrying value, expected term, discount rate based on effective rate of new debt and adjustments for various risk factors. These inputs consisted of a combination of
level 2 and level 3 inputs as defined in ASC 820 and detailed in our Note A.
The approach used in calculating the fair value of
non-financial assets was the market approach. This approach consisting of observable market prices of same or similar nature as well as discounts based on condition of the asset and expected term to convert to cash. This asset category and these
inputs are deemed to be level 3 inputs as defined in ASC 820 and detailed in our Note A.
Step 1
: We reduced the carrying
amount of the loans by the fair value of the assets given up as follows:
The combined carrying value of the all loans (associated with
the transaction) on December 10, 2015 prior to the transaction taking effect:
|
|
|
|
|
Loan Description
|
|
Reduction in Carrying
Amount*
|
|
Monaco advance/loan
|
|
$
|
2,000,000
|
|
Monaco Loan (Tranche 1 - August 14, 2014)**
|
|
|
5,000,000
|
|
Fifth Third term
|
|
|
3,000,000
|
|
Fifth Third SSCA project loan
|
|
|
7,684,514
|
|
Fifth Third Laurel mortgage
|
|
|
1,001,000
|
|
Term loan interest paid by Monaco
|
|
|
12,559
|
|
Mortgage interest paid by Monaco
|
|
|
3,182
|
|
SSCA project loan interest paid by Monaco
|
|
|
36,614
|
|
Monaco Loan (Tranche 2 October 1, 2014)
|
|
|
387,262
|
|
|
|
|
|
|
Fair value of assets given up and assigned to debt extinguished
|
|
$
|
19,125,131
|
|
|
|
|
|
|
*
|
Represents the reduction in carrying amount of each of the loans by the fair value of the assets. The reduction is to equate to the fair value of the assets.
|
64
**
|
In accordance with the asset purchase agreement, the $5,000,000 loan balance is reduced by (i) the cash or other value received by Monaco from the SSCA, or (ii) If the proceeds received by Monaco from the SSCA
project are insufficient to have paid off the loan balance of $5,000,000 by December 31, 2017, then Monaco can seek repayment of the remaining outstanding balance on the loan by withholding our 21.25% additional consideration in new
shipwreck projects done with Monaco. Management believes that there is a 100% chance that the cash or other value will be received by Monaco from the SSCA. Because there is a 100% likelihood that cash or other value will be received by Monaco from
the SSCA, there is also 100% likelihood of the $5,000,000 Note being extinguished. As such this analysis includes the $5,000,000 as debt being extinguished.
|
Step 2: We recognized a gain resulting from the disposition of assets (based on the difference between the fair value of assets disposed and
their respective carrying amount).
The fair value of the assets given up ($19,125,131) was compared to the carrying value of the assets
given up ($13,513,223). The excess of the fair value over the carrying value amounted to $5,611,908. Accordingly, we recorded a $5,611,908 gain on the exchange of assets (extinguishment). While the guidance in ASC 470-580-40-2 states that
extinguishment transactions between related parties may be in essence capital transactions, there is no guidance that suggests a gain on the sale of assets between related parties is treated as capital transactions. As such, this gain is recorded in
the statement of operations.
Step 3: We determined if the future undiscounted cash flows are greater or less than the revised carrying value.
|
|
|
|
|
|
|
Amount
|
|
Future Cash Flows:
|
|
|
|
|
Monaco Loan (Tranche 2 October 1, 2014)
|
|
$
|
300,000
|
|
Tranche 2 accrued interest
|
|
|
7,534
|
|
Tranche 2 future interest
|
|
|
67,989
|
|
|
|
|
|
|
Total Tranche 2 debt
|
|
|
375,523
|
|
|
|
|
|
|
Monaco Loan (Tranche 3 December 1, 2014)
|
|
|
2,500,000
|
|
Tranche 3 accrued interest
|
|
|
7,534
|
|
T3 future interest
|
|
|
566,575
|
|
|
|
|
|
|
Total Tranche 3 debt
|
|
|
3,074,109
|
|
|
|
|
|
|
Undiscounted future cash flows
|
|
$
|
3,449,632
|
|
|
|
|
|
|
Revised Carrying Value
|
|
|
|
|
Carrying value of all combined loans
|
|
|
23,466,108
|
|
Reduced by fair value of assets
|
|
|
(19,125,131
|
)
|
|
|
|
|
|
Revised carrying value*
|
|
$
|
4,340,977
|
|
|
|
|
|
|
Gain on restructure (difference between revised carrying amount and undiscounted future cash flows)
|
|
$
|
891,345
|
|
|
|
|
|
|
*
|
Calculation of revised carrying value
|
|
|
|
|
|
Combined loans
|
|
Note carrying values
|
|
Monaco advance/loan
|
|
$
|
2,000,000
|
|
Monaco Loan (Tranche 1 - August 14, 2014)
|
|
|
5,000,000
|
|
Monaco Loan (Tranche 2 October 1, 2014)
|
|
|
2,470,703
|
|
Tranche 2 accrued interest
|
|
|
7,534
|
|
Monaco Loan (Tranche 3 December 1, 2014)
|
|
|
2,242,468
|
|
Tranche 3 accrued interest
|
|
|
7,534
|
|
Fifth Third term
|
|
|
3,000,000
|
|
Fifth Third SSCA project loan
|
|
|
7,684,514
|
|
Fifth Third Laurel mortgage
|
|
|
1,001,000
|
|
Term loan interest paid by Monaco
|
|
|
12,559
|
|
Mortgage interest paid by Monaco
|
|
|
3,182
|
|
SSCA project loan interest paid by Monaco*
|
|
|
36,614
|
|
|
|
|
|
|
Total carrying value of all notes combined
|
|
$
|
23,466,108
|
|
Fair value of assets transferred
|
|
|
(19,125,131
|
)
|
|
|
|
|
|
Excess debt carrying value of fair asset value
|
|
$
|
4,340,977
|
|
|
|
|
|
|
65
Since the future undiscounted cash flows are less than the revised carrying value, a gain on
restructuring for the difference is recorded. However, the guidance in ASC 470-580-40-2 suggests that if the debt holders are considered a related party, the debt restructuring typically would be considered a capital transaction. Since Monaco is
considered a related party, the gain on restructuring has been recorded in equity. See NOTE M for further discussion on related parties. The gain of $891,345 adjusted the carrying value of the remaining notes to the undiscounted future cash flow
amount of $3,449,632. No interest expense is recorded going forward. All future interest payments reduce the carrying value.
NOTE T QUARTERLY FINANCIAL DATA UNAUDITED
The following tables present certain unaudited consolidated quarterly financial information for each of the past eight
quarters ended December 31, 2015 and 2014. This quarterly information has been prepared on the same basis as the Consolidated Financial Statements and includes all adjustments necessary to state fairly the information for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2015
|
|
|
|
Quarter Ending
|
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
Revenue - net
|
|
$
|
115,292
|
|
|
$
|
443,543
|
|
|
$
|
1,458,653
|
|
|
$
|
3,312,763
|
|
Gross profit
|
|
|
(97,584
|
)
|
|
|
278,957
|
|
|
|
585,136
|
|
|
|
3,116,411
|
|
Net income (loss)
|
|
|
(9,714,471
|
)
|
|
|
(6,126,218
|
)
|
|
|
(4,580,255
|
)
|
|
|
2,213,781
|
|
Basic and diluted net income per share
|
|
$
|
(1.33
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
0.33
|
|
|
|
|
|
Fiscal Year Ended December 31, 2014
|
|
|
|
Quarter Ending
|
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
Revenue - net
|
|
$
|
566,086
|
|
|
$
|
348,264
|
|
|
$
|
120,046
|
|
|
$
|
288,486
|
|
Gross profit
|
|
|
446,481
|
|
|
|
290,379
|
|
|
|
93,020
|
|
|
|
245,915
|
|
Net income (loss)
|
|
|
(9,798,757
|
)
|
|
|
(4,015,881
|
)
|
|
|
(7,415,124
|
)
|
|
|
(5,243,352
|
)
|
Basic and diluted net income per share
|
|
$
|
(1.44
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(0.72
|
)
|
NOTE U SUBSEQUENT EVENTS (UNAUDITED)
Note Purchase Agreement
On March 18, 2015 we entered into a Note Purchase Agreement (Note) with Epsilon Acquisitions, LLC (Epsilon).
Pursuant to the Note, Epsilon will loan us $3.0 million in two installments of $1.5 million due on March 31, 2016 and April 30, 2016. The Note bears interest at a rate of 10% per annum and matures on March 18, 2017. In Pledge
agreements related to the Note, we granted security interests to Epsilon in (a) the 54 million cuotas (at unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (Oceanica) held by our wholly owned subsidiary,
Odyssey Marine Enterprises, Ltd. (OME), (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in OME. At any time after Epsilon has advanced the full $3.0 million
to us, Epsilon has the right to convert all amounts outstanding under the Note into shares of our common stock upon 75 days notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the
conversion price of $5.00 per share, which represents the five-day volume-weighted average price of Odysseys common stock for the five trading day period ending on March 17, 2016. Upon the occurrence and during the continuance of an event
of default, the conversion price will be reduced to $2.50 per share. Following any conversion of the indebtedness, Penelope Mining LLC, (an affiliate of Epsilon) (Penelope), may elect to reduce its commitment to purchase preferred stock
of Odyssey under the Stock Purchase Agreement, dated as of March 11, 2015 (as amended, the Stock Purchase Agreement), among Odyssey, Penelope, and Minera del Norte, S.A. de C.V. (Minosa) by the amount of indebtedness
converted.
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Pursuant to the Note Purchase Agreement (a) we agreed to waive our rights to terminate the
Stock Purchase Agreement in accordance with the terms thereof until December 31, 2016, and (b) Minosa agreed to extend, until December 31, 2016, the maturity date of the $14.75 million loan extended by Minosa to OME pursuant to the
Stock Purchase Agreement. The obligations under the Note may be accelerated upon the occurrence of specified events of default including (t) OMEs failure to pay any amount payable under the Note on the date due and payable; (u) OME
or we fail to perform or observe any term, covenant, or agreement in the Note or the related documents, subject to a five-day cure period; (v) an event of default or material breach by OME, us or any of our affiliates under any of the
other loan documents shall have occurred and all grace periods, if any, applicable thereto shall have expired; (w) the Stock Purchase Agreement shall have been terminated; (x) specified dissolution, liquidation, insolvency, bankruptcy,
reorganization, or similar cases or actions are commenced by or against OME or any of its subsidiaries, in specified circumstances unless dismissed or stayed within 60 days; (y) the entry of judgment or award against OME or any of its
subsidiaries in excess or $100,000; and (z) a change in control (as defined in the Note) occurs.
In connection with the execution
and delivery of the Note Purchase Agreement, we and Epsilon entered into a registration rights agreement pursuant to which we agreed to register new shares of our common stock with a formal registration statement with the Securities and Exchange
Commission upon the conversion of the indebtedness evidenced by the Note.
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