UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from |
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to |
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Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer: ☐ Accelerated filer: ☐
Emerging growth company:
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No
The number of outstanding shares of the registrant’s Common Stock, $0.0001 par value, as of October 25, 2022 was
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Page No.
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Part I: |
Financial Information |
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Item 1. |
Financial Statements: |
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3 |
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4 |
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Condensed Consolidated Statements of Changes in Stockholders’ Deficit |
5 |
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6 |
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8 – 17 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 – 26 |
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Item 3. |
26 |
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Item 4. |
27 |
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Part II: |
Other Information |
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Item 1. |
27 |
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Item 1A. |
27 |
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Item 2. |
27 |
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Item 4. |
27 |
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Item 5. |
27 |
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Item 6. |
28 |
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29 |
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2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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Unaudited September 30, 2022 |
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December 31, |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable and other, net |
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Other current assets |
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Total current assets |
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PROPERTY AND EQUIPMENT |
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Equipment and office fixtures |
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Right to use – operating lease, net |
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Accumulated depreciation |
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Total property and equipment |
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NON-CURRENT ASSETS |
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Investment in unconsolidated entity |
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Exploration license |
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Other non-current assets |
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Total non-current assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Operating lease obligation |
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Loans payable |
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Total current liabilities |
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LONG-TERM LIABILITIES |
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Loans payable |
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Operating lease obligation |
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Total long-term liabilities |
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Total liabilities |
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STOCKHOLDERS’ DEFICIT |
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Preferred stock - $. |
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Common stock – $. |
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Additional paid-in capital |
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Accumulated (deficit) |
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Total stockholders’ deficit before non-controlling interest |
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( |
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Non-controlling interest |
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( |
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Total stockholders’ deficit |
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( |
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Total liabilities and stockholders’ deficit |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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REVENUE |
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Marine services |
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$ |
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$ |
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$ |
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$ |
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Operating and other |
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Total revenue |
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OPERATING EXPENSES |
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Marketing, general and administrative |
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Operations and research |
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Total operating expenses |
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INCOME (LOSS) FROM OPERATIONS |
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OTHER INCOME (EXPENSE) |
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Net interest expense |
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Gain (loss) on debt extinguishment |
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— |
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— |
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Other |
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( |
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( |
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Total other income (expense) |
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( |
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(LOSS) BEFORE INCOME TAXES |
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Income tax benefit (provision) |
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NET (LOSS) BEFORE NON-CONTROLLING INTEREST |
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Non-controlling interest |
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NET (LOSS) |
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$ |
( |
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$ |
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$ |
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$ |
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NET (LOSS) PER SHARE |
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Basic and diluted (See NOTE B) |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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Weighted average number of common shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDER’S DEFICIT - Unaudited
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Three Months Ended September 30, 2022 |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Non-controlling Interest |
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Total |
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June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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— |
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Common stock issued for cash, net |
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— |
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( |
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— |
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— |
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( |
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Net (loss) |
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— |
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— |
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( |
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( |
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( |
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September 30, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Three Months Ended September 30, 2021 |
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Common Stock |
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Paid-in Capital |
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Accumulated Deficit |
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Non-controlling Interest |
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Total |
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June 30, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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Common stock issued for converted convertible debt |
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Net (loss) |
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— |
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— |
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( |
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( |
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( |
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September 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Nine Months Ended September 30, 2022 |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Non-controlling Interest |
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Total |
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December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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— |
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Common stock issued for cash, net |
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— |
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— |
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Fair value of warrants issued |
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— |
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— |
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— |
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Net (loss) |
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— |
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— |
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( |
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( |
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( |
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September 30, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Nine Months Ended September 30, 2021 |
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Common Stock |
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Paid-in Capital |
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Accumulated Deficit |
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Non-controlling Interest |
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Total |
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December 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Share-based compensation |
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— |
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— |
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Common stock issued for converted convertible debt |
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— |
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— |
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Common stock issued for services |
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— |
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— |
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Sale of subsidiary equity |
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— |
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— |
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— |
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Net (loss) |
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— |
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— |
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( |
) |
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( |
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( |
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September 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
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Nine Months Ended |
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September 30, |
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September 30, |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss before non-controlling interest |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash (used) in operating activities: |
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Investment in unconsolidated entity |
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Depreciation and amortization |
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Financing fees amortization |
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Amortization of loan prepayment premium |
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Note payable interest accretion |
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Right of use asset amortization |
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Share-based compensation |
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Loss (gain) on debt forgiveness |
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— |
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( |
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Deferred income |
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( |
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(Increase) decrease in: |
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Accounts receivable |
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( |
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Other assets |
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Increase (decrease) in: |
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Accounts payable |
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Accrued expenses and other |
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NET CASH USED IN OPERATING ACTIVITIES |
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( |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of property and equipment |
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( |
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