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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended November 30, 2003
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number: 000-24452
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RMS TITANIC, INC.
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(Exact name of registrant as specified in its charter)
Florida 59-2753162
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(State or other jurisdiction of (IRS Employer Identification No.
incorporation or organization)
3340 Peachtree Road, Suite 2250, Atlanta, GA 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 842-2600
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. Yes No X
The number of shares outstanding of the registrant's common stock on
January 14, 2004 was 19,125,047.
PAGE
NUMBER
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PART I
FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The consolidated financial statements of RMS Titanic, Inc. and subsidiary
(collectively, the "Company"), included herein were prepared, without audit,
pursuant to rules and regulations of the Securities and Exchange Commission.
Because certain information and notes normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America were condensed or omitted pursuant to such rules and
regulations, these financial statements should be read in conjunction with the
financial statements and notes thereto included in the audited financial
statements of the Company as included in the Company's Form 10-K for the year
ended February 28, 2003.
1
RMS TITANIC, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
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NOVEMBER 30, FEBRUARY 28,
2003 2003
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(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 1,090,000 $ 1,945,000
Accounts receivable 154,000 128,000
Prepaid and Refundable income taxes 221,000 511,000
Prepaid expenses and other current assets 292,000 307,000
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TOTAL CURRENT ASSETS 1,757,000 2,891,000
Artifacts owned, at cost 4,479,000 4,484,000
Salvor's lien 1,000 1,000
Property and Equipment, net of accumulated depreciation
of $1,730,000 and $1,501,000, respectively 770,000 979,000
Other Assets 480,000 44,000
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TOTAL ASSETS $ 7,487,000 $ 8,399,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 1,104,000 $ 1,114,000
Deferred revenue 145,000 735,000
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TOTAL CURRENT LIABILITIES 1,249,000 1,849,000
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Commitments and Contingencies
Stockholders' Equity:
Common stock - $.0001 par value; authorized 30,000,000 shares, issued and
outstanding 19,125,047 and 18,675,047 shares,
respectively 2,000 2,000
Additional paid-in capital 16,758,000 16,650,000
Accumulated deficit (10,522,000) (10,102,000)
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STOCKHOLDERS' EQUITY 6,238,000 6,550,000
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,487,000 $ 8,399,000
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See Notes to Consolidated Financial Statements
2
RMS TITANIC, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
=========================================================================================================================
THREE-MONTH THREE-MONTH NINE-MONTH NINE-MONTH
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
2003 2002 2003 2002
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Revenue:
Exhibitions and related
merchandise sales $ 631,000 $ 483,000 $ 1,436,000 $ 1,501,000
Merchandise and other 84,000 16,000 244,000 98,000
Sale of coal 20,000 26,000 62,000 71,000
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Total revenue 735,000 525,000 2,312,000 1,670,000
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Expenses:
Cost of coal sold 2,000 10,000 5,000 24,000
Cost of merchandise sold 38,000 2,000 126,000 34,000
General and administrative 686,000 628,000 2,381,000 2,512,000
Depreciation and amortization 80,000 72,000 229,000 215,000
Impairment charge on receivable 363,000 363,000
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Total expenses 806,000 1,075,000 2,741,000 3,148,000
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Loss from operations (71,000) (550,000) (429,000) (1,478,000)
Interest income 2,000 1,000 9,000 45,000
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Loss from operations
before provision
for income taxes (69,000) (549,000) (420,000) (1,433,000)
Provision for income taxes -- -- -- --
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Net Income (loss) $ (69,000) $ (549,000) $ (420,000) $(1,433,000)
Basic and diluted Loss
Per common shares: $ .00 $ (.03) $ (.02) $ (.08)
Weighted-average number
of common shares outstanding 19,125,047 18,675,047 18,903,047 18,596,343
See Notes to Consolidated Financial Statements
3
RMS TITANIC, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
==================================================================================================================
NINE-MONTH PERIOD ENDED NOVEMBER 30, 2003 2002
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(UNAUDITED) (UNAUDITED)
Cash flows from operating activities:
Net income (loss) $ (420,000) $ (1,433,000)
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 229,000 215,000
Reduction in cost of artifacts 5,000 9,000
Issuance of stock for services 108,000 35,000
Changes in operating assets and liabilities:
Decrease in accounts receivable (26,000) (46,000)
Decrease in prepaid and refundable income taxes 290,000 128,000
Decrease in prepaid expenses
and other current assets 15,000 11,000
Decrease(increase) in other assets (436,000) 237,000
Increase (decrease)in accounts payable and
accrued liabilities (10,000) 340,000
Increase (decrease) in deferred revenue (590,000) 412,000
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TOTAL ADJUSTMENTS (415,000) 1,342,000
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NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (835,000) (91,000)
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Cash flows used in investing activities:
Purchases of property and equipment (20,000) (1,000)
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NET CASH USED IN INVESTING ACTIVITIES (20,000) (1,000)
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Net (decrease) increase in cash (855,000) (92,000)
Cash and cash equivalents at beginning of period 1,945,000 146,000
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Cash and cash equivalents at end of period $ 1,090,000 $ 54,000
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the nine-month period for income taxes $ - $ -
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See Notes to Consolidated Financial Statements
4
RMS TITANIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - The accompanying consolidated financial information as of November 30,
2003 and 2002 is unaudited and, in the opinion of management, all
adjustments, consisting only of normal recurring adjustments
considered necessary for a fair presentation have been included.
Operating results for any interim period are not necessarily
indicative of the results for any other interim period or for an
entire year.
Note 2 - Basic loss per common share ("EPS") is computed as net loss divided by
the weighted-average number of common shares outstanding for the
period. Diluted EPS representing the potential dilution that could
occur from common shares issuable through stock-based compensation
including stock options, restricted stock awards, warrants and other
convertible securities is not presented for the three and nine month
periods ended November 30, 2003 and 2002 since there was no dilutive
effect of potential common shares or the dilutive effect is not
material.
Note 3 - On August 15, 2003, the Company executed a fifth amendment to the
exhibition tour agreement with Clear Channel Entertainment Exhibits,
Inc. whereby it licenses Titanic Artifacts. Clear Channel was provided
with a " 2004 Extension Period" that expires April 25, 2004. This
agreement also permits the Company to acquire all exhibitry in the
present Clear Channel exhibits for $600,000.
Note 4 - On September 7, 2000, Mr. G. Michael Harris, a former officer and
director of the Company filed suit in the Circuit Court of the Sixth
Judicial Circuit in and for Pinellas County, Florida, Civil Division.
In that suit, Mr. Harris alleged that the Company breached an
employment agreement entered into between him and the Company, that he
was damaged by the breach, that he was wrongfully terminated and had
been defamed. The Company denied the validity and enforceability of
the employment agreement. Moreover, the Company filed a counter-suit
against Mr. Harris and others, to recover monies that the Company
believed were misappropriated. On April 23, 2003, after a jury trial,
a verdict was rendered that affirmed the unenforceability of any of
Mr. Harris' employment agreements and further found that $70,000 of
Company monies were misappropriated. The verdict was subject to
appeal. During the quarter ended August 31, 2003, the Company settled
this litigation by agreeing to certain payments and an exchange of
releases. Upon the advice of counsel, this settlement is less than the
expected legal costs and expenses of continuing litigation.
Note 5 - On January 16, 2004, a payment of $250,000 was made into an escrow
account for a promissory note due to the Company from Argosy
International Ltd. These funds were disbursed to the Company on
January 22, 2004 in full satisfaction of all monies owed by Argosy
International, Ltd.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion provides information to assist in the understanding of
the Company's financial condition and results of operations, and should be read
in conjunction with the financial statements and related notes appearing
elsewhere herein.
RESULTS OF OPERATIONS
FOR THE QUARTER ENDED NOVEMBER 30, 2003 VERSUS THE QUARTER ENDED NOVEMBER 30,
2002
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2003 VERSUS THE NINE MONTHS ENDED
NOVEMBER 30, 2002
During the third quarter and the first nine months of its 2004 fiscal year (the
"2004 fiscal year"), the Company's revenues increased approximately 40% from
$525,000 to $735,000 and 38% from $1,670,000 to $2,312,000, respectively, as
compared to the third quarter and the first nine months of its 2003 fiscal year
(the "2003 fiscal year"). These changes were principally attributable to
increases in exhibition and related merchandise sales of approximately 30%
during the third quarter together with a 425% increase in merchandise sales that
included higher catalog sales and a 148% increase in merchandise sales during
first nine months of the 2004 fiscal year, as compared to the corresponding
period of the 2003 fiscal year.
Merchandise and other revenue increased approximately 425% from $16,000 to
$84,000, during the third quarter of the 2004 fiscal year as compared to the
third quarter of the 2003 fiscal year, and increased 148%, to $244,000 from
$98,000 during the first nine months of the 2004 fiscal year as compared to the
first nine months of the 2003 fiscal year. This increase is attributed to higher
sales this fiscal year of Titanic merchandise and catalogs at the current
exhibits.
The Company's sale of coal decreased to $20,000 from $26,000, or approximately
20% during the third quarter of the 2004 fiscal year as compared to the third
quarter of the 2003 fiscal year, and 13% from $71,000 to $62,000,during the
first nine months of the 2004 fiscal year as compared to the first nine months
of the 2003 fiscal year. This decrease is attributed to lower exhibit sales of
coal sold separately. Coal related jewelry is included in general merchandise
sales.
The Company's general and administrative expenses increased to $686,000 from
$628,000, or approximately 9% during the third quarter of the 2004 fiscal year
as compared to the third quarter of the 2003 fiscal year, and decreased to
$2,381,000 from $2,512,000, or approximately 5% during the first nine months of
the 2004 fiscal year as compared to the first nine months of the 2003 fiscal
year. During this fiscal year, management has hired personnel to accommodate the
needs for organizing and administering its own exhibits. During the recent
quarter ended, the Company obtained possession of two exhibits that were owned
by Clear Channel. This is part of the process in which the Company will manage
its own exhibits of Titanic artifacts. Previously, Clear Channel through an
exclusive license arrangement had conducted a Titanic exhibition business. With
the phase-out of the Clear Channel license arrangement in April 2004, the
Company will conduct its own exhibitions. Consequently, management has hired key
personnel to administer and manage the design, marketing and administration of
these future Titanic exhibitions. In addition, the Company will seek to conduct
other non-Titanic exhibitions. In fact, the Company is in the development stage
of a new exhibition that it expects to announce prior to the summer of 2004. For
the three months ended November 30, 2003, personnel expenses increased
approximately 19% to $255,811 as a consequence of this hiring initiative as
compared to the same year ago quarter. Similarly, personnel costs have increased
22% to $740,000 in the nine-month period ended November 30, 2003 as compared to
the year ago nine-month period. There was a modest decrease in general and
administrative expenses for the nine-month period ended November 30, 2003 as
compared to the same year ago period. Although, in the prior period a one-time
litigation settlement expense of $388,000 was incurred, the benefit of a similar
charge not occurring in the current period was offset, in part, by higher legal
expenses. A recent reduction in legal expenses experienced in the quarter ended
November 30, 2003 reflects the payment and reimbursement obligations of the
Company's insurance carrier for certain litigation expenses in the D'Addario
lawsuit which the Company is obligated to defend. It is expected that personnel
expenses will continue to increase through the next fiscal year until the
Company is fully staffed with experienced personnel to manage its exhibition
6
business. Based upon the revenues of previous Titanic exhibits, management
expects to garner substantial increases in exhibition revenues once the
transition phase is concluded with Clear Channel. Legal and professional fees
were 32% lower at $184,000 and increased 31% to $798,000, respectively, over the
comparable year ago periods for the quarter and nine months periods ended
November 30, 2003. Legal expenses continue to burden the Company but the
expectation is that these expenses will be reduced in the future as management
aggressively deals with the few remaining matters.
The Company's depreciation and amortization expenses increased $8,000 or 11%
from $72,000 to $80,000, and $14,000, or 7% from $215,000 to $229,000 during the
third quarter and first nine months of the 2004 fiscal year, respectively, as
compared to the corresponding periods of the 2003 fiscal year. These increases
primarily reflect the acquisition of fixed assets during the respective periods
that includes the re-acquisition of the marine vessel the SV Explorer and the
resultant depreciation expenses associated therewith.
The Company realized an impairment charge of $363,000 relating to the obligation
in the sale of the Company's Danepath, Ltd UK subsidiary to Argosy
International, Ltd. in the year ago fiscal period ended November 30, 2002. There
was not a similar charge in the current fiscal year.
Interest income was $2,000 and $9,000 for the third quarter and nine months,
respectively, of the Company's 2004 fiscal year as compared to $1,000 and
$45,000 for the corresponding year ago periods. This decrease in interest income
is a consequence of the elimination of the interest bearing obligation in the
sale of Danepath Ltd., the Company's former subsidiary, which accrued interest
at 8% per annum in the prior year period until an impairment charge was incurred
in the default of that obligation.
The Company's loss from operations decreased substantially to $71,000 from
$550,000 during the third quarter of the 2004 fiscal year as compared to the
same period in fiscal year 2003. This significant decrease is attributed both to
higher revenues in the current year together with the realization of the prior
year's impairment charge as noted above. During the first nine months of the
2004 fiscal year the Company experienced a loss from operations of $429,000, as
compared to a loss of $1,478,000 in the corresponding period of the 2003 fiscal
year. This reduction in net loss is attributed to higher revenues from both
licensing and merchandise sales coupled with lower expenses and the absence of a
significant litigation settlement and impairment charge that was experienced in
the prior fiscal year period.
The net loss was $69,000 for the three months ended November 30, 2003 as
compared to a net loss of $ 549,000 in the prior year period. During the first
nine months of the 2004 fiscal year the Company experienced a net loss of
$420,000, as compared to a loss of $1,433,000 in the corresponding period of the
2003 fiscal year. Basic income (loss) per common share for the three months and
nine months ended November 30, 2003 were $0.00 and ($0.02), respectively, and
the weighted average shares outstanding were 19,125,047 and 18,903,047,
respectively. The losses per share were .03 and .08 for the same respective
periods in fiscal year 2003.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $835,000 for the nine months ended
November 30, 2003 as compared to $91,000 in the same prior year period ended
November 30, 2002. This increase in cash used in operating activities for the
current year is primarily attributed to an increase in other assets coupled with
a decrease in deferred revenues. This increase in other assets reflects the
acquisition of rights to a new exhibit that the Company is developing. The
decrease in deferred revenue reflects the phase-out of the present licensing
rights arrangement with Clear Channel.
For the nine months ended November 30, 2003, cash used in investing activities
were $20,000 for furniture and equipment as compared to expenditures of $1,000
in the year ago period. This increase reflects the acquisition of computer
equipment for new personnel hired in the current fiscal year period.
The Company's net working capital and stockholders' equity were $510,000 and
$6,238,000, respectively at November 30, 2003 as compared to $1,042,000 and
$6,550,000, respectively, at February 28, 2003. The Company's working capital
ratio was 1.56 at November 30, 2003.
7
In the execution of its present business plan, the Company needs additional
capital. Management estimates that the Company's capital needs are between
$1,000,000 to $2,000,000 over the next twelve months depending on the level of
expenditures for exhibitions. These capital requirements are attributed to the
buyout of the exhibition exhibitry from Clear Channel, expenses for personnel,
travel, marketing and installation of its exhibits. The Company does not
presently have any bank debt outstanding. Although a banking relationship is
being sought, the Company's litigation history, together with uncertainties in a
transition from its license arrangement with Clear Channel, are obstacles to
obtaining a bank credit facility. As a result, management is tasked with either
generating working capital internally through its future operations or obtaining
funds through the sale of equity securities. Although it is possible to generate
working capital from internal operations by seeking advances and guarantees from
potential exhibition venues, it is not without its own risks and uncertainties
including timing of such payments. The availability of capital from outside
investors is also with risks and uncertainties as to timing and the amount of
such funds available in the present market. A successful capital raise by the
sale of equity could have a significant dilutive impact upon existing
shareholders as the price of the company's common stock is trading in the $.30
to $.50 range and a private placement would likely require a discount from the
then market price of the Company's common stock. The consequence of not
obtaining this needed working capital could result in the serious curtailment of
the Company's exhibition schedule. Management has evaluated and continues to
evaluate the most attractive options for raising this needed working capital but
there can be no assurances that it will be successful.
In order to protect its salvor-in-possession status and to prevent third-parties
from salvaging the Titanic wreck and wreck site, or interfering with the
Company's rights and ability to salvage the wreck and wreck site, the Company
may have to commence judicial proceedings against third-parties. Such
proceedings could be expensive and time-consuming. Additionally, the Company, in
order to maintain its salvor-in-possession status, needs to, among other things,
maintain a reasonable presence over the wreck. The Company may be required to
incur the costs for future expeditions so as to maintain its
salvor-in-possession status. The Company's ability to undertake future
expeditions may be dependent upon the availability of financing from various
sources. No assurances can be given that such financing will be available on
satisfactory terms.
As previously indicated, the Company continues to develop plans for a recovery
expedition to the Carpathia although at the present time an expedition schedule
has not been finalized.
Except for historical information contained herein, this Quarterly Report on
Form 10-Q contains forward-looking statements within the meaning of the Private
Securities Reform Act of 1995 which involve certain risks and uncertainties
including, without limitation, the Company's needs, as discussed above, to
obtain additional financing in order to achieve its objectives and plans. The
Company's actual results or outcomes may differ materially from those
anticipated. Important facts that the Company believes might cause such
differences are discussed in the cautionary statements accompanying the
forward-looking statements as well as in the risk factors discussed in the
Company's Annual Report on Form 10-K. Although the Company believes that the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements contained in this Report
will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation of the Company or any
other such person that the objectives and plans of the Company will be achieved.
8
Item 3. Controls and Procedures
Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and the Chief Financial Officer, of the design and operation
of our disclosure controls and procedures. Based on this evaluation, our Chief
Executive Officer and the Chief Financial Officer concluded that our disclosure
controls and procedures are effective for gathering, analyzing and disclosing
the information that we are required to disclose in the reports we file under
the Securities Exchange Act of 1934, within the time periods specified in the
SEC's rules and forms. Our Chief Executive Officer and the Chief Financial
Officer also concluded that our disclosure controls and procedures are effective
in timely alerting them to material information relating to our company required
to be included in our periodic SEC filings. In connection with the new rules, we
are in the process of further reviewing and documenting our disclosure controls
and procedures, including our internal controls and procedures for financial
reporting, and may from time to time make changes designed to enhance their
effectiveness and to ensure that our systems evolve with our business. There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of this
evaluation.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In the litigation initiated by Lawrence D'Addario, et al vs. Arnie
Geller, G. Michael Harris, Joe Marsh, Gerald Couture, Nick Cretan, Doug Banker
and the Company in the United States District Court for the Eastern District of
Virginia, Norfolk Division, there have been several recent developments. The
suit alleges fraud, self-dealing, mismanagement, diversion and waste of
corporate assets by the defendants in their capacities as directors and/or
officers of the Company and by Joe Marsh, as a principal shareholder of the
Company, RICO violations, and failure to comply with Florida control share
acquisition law. Mr. Banker and Mr. Cretan, both directors of the Company, were
dismissed from this litigation on April 8, 2002 for lack of personal
jurisdiction. By order dated January 6, 2004, the court denied the plaintiffs
motion to certify this matter as a class action and likewise dismissed as moot
the counts alleging violation of Florida control share acquisition law.
Additionally, the trial was continued from January 12, 2004 to May 3, 2004. A
summary judgment hearing is scheduled for January 29, 2004 wherein motions to
dismiss the litigation are pending. No determination can be made at this time as
to the likely outcome of the remaining matters or what the consequences could be
for the Company. The Company continues to vigorously defend itself and its
officers and directors in this matter.
There have been no other material changes in the legal proceedings
discussed in the Company's Annual Report on Form 10-K for the year ended
February 28, 2003.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of the Shareholders of the Company was held on
December 12, 2003. Messrs. Arnie Geller, Gerald Couture, Doug Banker and Nick
Cretan were elected directors of the Company until their successors are duly
elected and qualified. The results of the election were as follows:
9
Shares Shares
Voted Voted
For Against
-----------------------------------------
Arnie
Geller 11,845,376 -0-
-----------------------------------------
Gerald
Couture 11,845,376 -0-
-----------------------------------------
Doug Banker 11,845,376 -0-
-----------------------------------------
Nick Cretan 11,845,376 -0-
-----------------------------------------
Kempisty and Company, Certified Public Accountants, P.C. was ratified as
the Company's independent certified public accountants for fiscal year 2004 with
11,611,711 shares of common stock voted in favor, 233,805 shares of common stock
voted against.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
None.
(b) REPORTS ON FORM 8-K
None.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
RMS TITANIC, INC.
(Registrant)
Dated: January 21, 2004 By: /s/ Arnie Geller
-------------------------------------------
Arnie Geller, President
11