Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 25, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OMEX | ||
Entity Registrant Name | ODYSSEY MARINE EXPLORATION INC | ||
Entity Central Index Key | 798,528 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 7,541,111 | ||
Entity Public Float | $ 40 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,241,317 | $ 3,143,550 |
Restricted cash | 520,728 | |
Accounts receivable and other, net | 801,575 | 6,476,049 |
Inventory | 674,992 | |
Other current assets | 502,698 | 655,662 |
Total current assets | 3,545,590 | 11,470,981 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 22,460,256 | 24,895,343 |
Building and land | 3,758,688 | |
Building and land held for sale | 1,024,999 | |
Accumulated depreciation | (19,633,420) | (22,443,492) |
Total property and equipment | 2,826,836 | 7,235,538 |
NON-CURRENT ASSETS | ||
Inventory | 0 | 5,110,967 |
Other non-current assets | 540,590 | 1,272,053 |
Total non-current assets | 540,590 | 6,383,020 |
Total assets | 6,913,016 | 25,089,539 |
CURRENT LIABILITIES | ||
Accounts payable | 1,567,620 | 5,070,973 |
Accrued expenses and other | 4,265,456 | 2,387,962 |
Deferred income and revenue participation rights | 383,148 | |
Derivative liabilities | 3,402,416 | 2,226,445 |
Mortgage and loans payable | 15,058,845 | 9,356,724 |
Total current liabilities | 24,677,485 | 19,042,104 |
LONG-TERM LIABILITIES | ||
Mortgage and loans payable | 3,140,787 | 11,808,157 |
Deferred income and revenue participation rights | 4,643,750 | 4,643,750 |
Total long-term liabilities | 7,784,537 | 16,451,907 |
Total liabilities | $ 32,462,022 | $ 35,494,011 |
Commitments and contingencies (NOTE R) | ||
STOCKHOLDERS' EQUITY/(DEFICIT) | ||
Preferred stock | $ 0 | $ 0 |
Common stock - $.0001 par value; 75,000,000 shares authorized; 7,541,111 and; 7,131,875 issued and outstanding | 754 | 8,558 |
Additional paid-in capital | 204,438,148 | 198,323,630 |
Accumulated deficit | (220,634,415) | (202,427,252) |
Total stockholders' equity/(deficit) before non-controlling interest | (16,195,513) | (4,095,061) |
Non-controlling interest | (9,353,493) | (6,309,411) |
Total stockholders' equity/(deficit) | (25,549,006) | (10,404,472) |
Total liabilities and stockholders' equity/(deficit) | $ 6,913,016 | 25,089,539 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY/(DEFICIT) | ||
Preferred stock | 3 | |
Total stockholders' equity/(deficit) | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 806,267 | 806,267 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 7,541,111 | 7,131,875 |
Common stock, shares outstanding | 7,541,111 | 7,131,875 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 11,233 | 11,233 |
Preferred stock, shares outstanding | 0 | 2,700 |
Preferred stock, shares issued | 0 | 2,700 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
REVENUE | |||
Recovered cargo sales and other | $ 1,943,709 | $ 1,271,398 | $ 23,670,264 |
Exhibit | 58,352 | 51,484 | 112,129 |
Expedition | 3,328,190 | 131,556 | |
Total revenue | 5,330,251 | 1,322,882 | 23,913,949 |
OPERATING EXPENSES | |||
Cost of sales - recovered cargo and other | 1,447,331 | 247,087 | 694,787 |
Operations and research | 11,428,506 | 19,477,227 | 26,024,548 |
Marketing, general and administrative | 11,458,528 | 9,791,260 | 14,161,465 |
Common stock issued for subsidiary stock option settlement | 2,520,000 | ||
Total operating expenses | 26,854,365 | 29,515,574 | 40,880,800 |
LOSS FROM OPERATIONS | (21,524,114) | (28,192,692) | (16,966,851) |
OTHER INCOME OR (EXPENSE) | |||
Interest income | 137 | 25,302 | 9,966 |
Interest expense | (4,551,799) | (1,560,254) | (3,581,642) |
Change in derivative liabilities fair value | (1,175,971) | 1,001,679 | 4,385,380 |
(Loss) from unconsolidated entity | (522,500) | ||
Gain on debt extinguishment | 5,611,907 | ||
Other | 388,595 | 104,922 | 581,543 |
Total other income or (expense) | 272,869 | (950,851) | 2,601,597 |
LOSS BEFORE INCOME TAXES | (21,251,245) | (29,143,543) | (14,365,254) |
Income tax benefit (provision) | 481,055 | (496,055) | |
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (21,251,245) | (28,662,488) | (14,861,309) |
Non-controlling interest | 3,044,082 | 2,189,374 | 4,120,037 |
NET (LOSS) | $ (18,207,163) | $ (26,473,114) | $ (10,741,272) |
LOSS PER SHARE | |||
Basic and diluted | $ (2.46) | $ (3.74) | $ (1.61) |
Weighted average number of common shares outstanding | |||
Basic and diluted | 7,413,602 | 7,072,553 | 6,677,402 |
Derivative Liabilities [Member] | |||
OTHER INCOME OR (EXPENSE) | |||
Change in derivative liabilities fair value | $ (1,175,971) | $ 1,001,679 | $ 4,385,380 |
Silver Fixed Price Swap [Member] | |||
OTHER INCOME OR (EXPENSE) | |||
Change in derivative liabilities fair value | $ 1,206,350 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / (Deficit) - USD ($) | Total | Common Stock [Member] | Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Series D Convertible Preferred Stock [Member] |
Total stockholders' equity/(deficit) | $ 7,542 | $ 144,446,574 | $ (165,212,866) | $ 21 | ||
Beginning Balance, Shares at Jan. 02, 2013 | 6,284,684 | 17,200 | ||||
Preferred stock converted to common, Share | 14,500 | (14,500) | ||||
Common stock issued for cash, shares | 366,045 | |||||
Common stock issued for subsidiary stock option settlement, Shares | 17,042 | |||||
Common stock issued for settlement of senior convertible notes, Shares | 296,030 | |||||
Common stock issued for services, shares | 28,956 | |||||
Ending Balance, Shares at Dec. 31, 2013 | 6,990,215 | 2,700 | ||||
Beginning Balance at Jan. 02, 2013 | $ 7,542 | 144,446,574 | (165,212,866) | $ 21 | ||
Total stockholders' equity/(deficit) | $ 13,206,790 | 7,542 | 144,446,574 | (165,212,866) | $ (4,120,037) | 21 |
Common stock issued for settlement of senior convertible notes | 355 | 9,279,887 | ||||
Preferred stock converted to common | 18 | (18) | ||||
Net (loss) | (10,741,272) | (10,741,272) | (4,120,037) | |||
Common stock issued for services | 35 | |||||
Common stock issued for cash | 438 | 10,360,896 | ||||
Share-based compensation | 2,617,278 | |||||
Sale of subsidiary stock | 625,000 | 27,500,000 | ||||
Purchase of subsidiary stock | (1,250,000) | |||||
Settlement of vendor payable with subsidiary stock | 625,000 | |||||
Retained earnings of subsidiary acquisition | (307,059) | |||||
Ending Balance at Dec. 31, 2013 | 13,206,790 | 8,388 | 193,272,576 | (175,954,138) | (4,120,037) | 3 |
Total stockholders' equity/(deficit) | 13,206,790 | $ 8,388 | 193,272,576 | (175,954,138) | (4,120,037) | $ 3 |
Common stock issued for cash, shares | 107,513 | |||||
Common stock issued for settlement of senior convertible notes, Shares | 107,512 | |||||
Common stock issued for services, shares | 34,148 | |||||
Ending Balance, Shares at Dec. 31, 2014 | 7,131,875 | 2,700 | ||||
Total stockholders' equity/(deficit) | 13,206,790 | $ 8,388 | 193,272,576 | (175,954,138) | (4,120,037) | $ 3 |
Common stock issued for settlement of senior convertible notes | 129 | 2,420,734 | ||||
Net (loss) | (26,473,114) | (26,473,114) | (2,189,374) | |||
Common stock issued for services | 41 | |||||
Share-based compensation | 2,380,320 | |||||
Settlement of financing fee with subsidiary stock | 250,000 | |||||
Ending Balance at Dec. 31, 2014 | (10,404,472) | 8,558 | 198,323,630 | (202,427,252) | (6,309,411) | 3 |
Total stockholders' equity/(deficit) | (10,404,472) | $ 8,558 | 198,323,630 | (202,427,252) | (6,309,411) | $ 3 |
Preferred stock converted to common, Share | 2,700 | (2,700) | ||||
Common stock issued for subsidiary stock option settlement, Shares | 333,333 | |||||
Common stock issued for services, shares | 66,525 | |||||
1 for 12 reverse stock split share round up, Shares | 6,678 | |||||
Ending Balance, Shares at Dec. 31, 2015 | 7,541,111 | |||||
Total stockholders' equity/(deficit) | (10,404,472) | $ 8,558 | 198,323,630 | (202,427,252) | (6,309,411) | $ 3 |
Preferred stock converted to common | 3 | $ (3) | ||||
Net (loss) | (18,207,163) | (18,207,163) | (3,044,082) | |||
Common stock issued for services | 80 | 98,534 | ||||
Share-based compensation | 2,348,751 | |||||
Gain on debt restructuring from asset purchase agreement | 891,346 | |||||
Common stock issued for subsidiary stock option settlement | 400 | 2,519,600 | ||||
Subsidiary shares issued for services | 250,000 | |||||
Subsidiary acquisition | (2,000) | |||||
Effect of 1 for 12 reverse stock split | (8,287) | 8,287 | ||||
Ending Balance at Dec. 31, 2015 | (25,549,006) | 754 | 204,438,148 | (220,634,415) | (9,353,493) | |
Total stockholders' equity/(deficit) | $ (25,549,006) | $ 754 | $ 204,438,148 | $ (220,634,415) | $ (9,353,493) |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Stockholders' Equity / (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2015 | |
Reverse stock split, conversion ratio | 0.08333 |
Common Stock [Member] | |
Reverse stock split, conversion ratio | 0.08333 |
Paid-in Capital [Member] | |
Reverse stock split, conversion ratio | 0.08333 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) before non-controlling interest | $ (21,251,245) | $ (28,662,488) | $ (14,861,309) |
Adjustments to reconcile net loss to net cash (used) in operating activities: | |||
Loan fee amortization | 15,046 | 185,113 | |
Note payable interest accretion | 2,278,411 | 587,948 | 1,961,069 |
Senior convertible debt interest settled with common stock issuance | 73,037 | 671,548 | |
Share-based compensation | 2,697,365 | 2,227,235 | 2,451,565 |
Depreciation and amortization | 1,419,295 | 5,510,909 | 1,937,641 |
Reversal of bad debt provision | (522,500) | ||
Investment in consolidated entity | (301,093) | ||
Deferred revenue settled with zero basis stock of unconsolidated entity | (440,054) | ||
Change in derivatives liabilities fair value | 1,175,971 | (1,001,679) | (4,385,380) |
Loss in unconsolidated entity | 522,500 | ||
Settlement of vendor payable with subsidiary stock | 625,000 | ||
Loss on sale of property | 29,404 | ||
Gain on transfer of assets and settlement of debt | (5,611,907) | ||
Inventory mark down | 151,922 | ||
Common stock issued for subsidiary stock option settlement | 2,520,000 | ||
Noncash interest expense incurred from debt settlement | 67,422 | ||
(Increase) decrease in: | |||
Accounts receivable | (615,991) | (6,269,044) | 1,792,266 |
Inventory | 1,189,123 | (264,904) | 472,715 |
Other assets | 265,077 | 2,003,546 | (2,042,713) |
Increase (decrease) in: | |||
Accounts payable | (3,503,353) | (242,041) | 1,515,694 |
Accrued expenses and other | 2,024,299 | (2,532,143) | (8,684,797) |
Deferred income and revenue participation rights | (555,064) | ||
NET CASH (USED) IN OPERATING ACTIVITIES | (17,164,207) | (28,554,578) | (19,657,799) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of real estate | 850,000 | ||
Acquisition of subsidiary | (2,000) | ||
Purchase of property and equipment | (48,411) | (2,968,197) | (4,504,779) |
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES | 799,589 | (2,968,197) | (4,504,779) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 10,361,336 | ||
Proceeds from issuance of loan payable | 16,750,001 | 17,684,514 | 10,000,000 |
Restricted cash held as collateral on loans payable | 520,728 | 10,165,004 | (10,408,826) |
Purchase of subsidiary stock | (1,250,000) | ||
Proceeds from sale of subsidiary stock | 27,500,000 | ||
Repayment of mortgage and loans payable | (1,808,344) | (14,505,450) | (814,089) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 15,462,385 | 13,344,068 | 35,388,421 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (902,233) | (18,178,707) | 11,225,843 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,143,550 | 21,322,257 | 10,096,414 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 2,241,317 | 3,143,550 | 21,322,257 |
SUPPLEMENTARY INFORMATION: | |||
Interest paid | $ 1,419,224 | 989,601 | 623,160 |
Income taxes paid | 15,000 | ||
NON-CASH TRANSACTIONS: | |||
Accrued compensation paid by equity instruments | 113,126 | 165,748 | |
Equipment purchased with financing | 756,795 | ||
Debt and interest payments with common shares | 2,347,826 | $ 8,608,694 | |
Investment in unconsolidated entity per debt conversion into entity shares | $ 522,500 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Dec. 10, 2015 | Dec. 31, 2013 | Dec. 31, 2014 |
Number of shares transferred | 500,000 | ||
Value of shares issued | $ 625,000 | ||
Per share value of shares issued | $ 1.25 | ||
Deferred income and participating revenue rights | $ 4,643,750 | ||
Marine Services Projects [Member] | |||
Deferred income and participating revenue rights | $ 1,840,404 | ||
Monaco [Member] | |||
Carrying value of assets transferred as consideration for the termination and settlement of debt | $ 13,500,000 | ||
Total troubled debt restructuring | $ 20,100,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 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 Company’s 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 Company’s 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 Central America Central America 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 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, management’s 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 vessel’s 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. 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. 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 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 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 Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Level 2. Level 3. 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 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. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | 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. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Restricted Cash | 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. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | 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 Central America Republic |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | 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 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 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 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 |
Other Long-Term Assets
Other Long-Term Assets | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Other Long-Term Assets | 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 The 2014 recovered cargo balance consists primarily of SS Republic Gairsoppa Sussex Sussex |
Investment In Unconsolidated En
Investment In Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment In Unconsolidated Entity | 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 NMI’s last unaudited financial statements as of December 31, 2014. We do reasonably believe NMI’s 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 NMI’s prior losses but for current requirements. Per ASC 323-10-35-29: Additional Investment After Suspension of Loss Recognition 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 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 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, December 31, 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, December 31, 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 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 Company’s 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 subsidiary’s shares because that is the best indicator of the value of the shares. There has been a sale of Oceanica’s 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 $ — $ — 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 Company’s 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. 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. |
Mortgage and Loans Payable
Mortgage and Loans Payable | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Mortgage and Loans Payable | NOTE K – MORTGAGE AND LOANS PAYABLE The Company’s consolidated mortgages and notes payable consisted of the following at December 31, 2015 and 2014: December 31, 2015 December 31, 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 This term loan was secured by our remaining numismatic coins recovered from the SS Republic 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 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 Derivatives and Hedging 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 value received by Monaco from the SS Central America 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 Gairsoppa Central America 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 MINOSA’s 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 Company’s articles of incorporation to (a) effect a reverse stock split, which was done on February 19, 2016, (b) adjusting the Company’s 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 Company’s 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 Company’s 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. 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 Derivatives and Hedging Property, Plant and Equipment 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 management’s 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. Long-Term Obligation Maturities Total 2016 2017 2018 2019 2020 More than 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. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 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 |
Deferred Income and Revenue Par
Deferred Income and Revenue Participation Rights | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Income and Revenue Participation Rights | NOTE N – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS The Company’s 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 $ 825,000 $ 825,000 “ Seattle 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 Sussex Cambridge” Each $50,000 convertible “ Cambridge” Cambridge Cambridge Cambridge “ Seattle ” project In a private placement that closed in September 2000, we sold “units” consisting of “ Republic” Seattle Republic Seattle 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 Seattle” 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. Galt’s 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 Victory Victory Victory Gairsoppa Gairsoppa 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. |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity/(Deficit) | 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 Mako’s 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 Company’s 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 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 Investor’s 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. The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor is subject to certain conditions, including the Company’s receipt of required approvals from the Company’s 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 Investor’s 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 Company’s articles of incorporation to (a) effect a reverse stock split, which was done on February 19, 2016, (b) adjusting the Company’s 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 Company’s 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 Liquidation Preference Voting Rights Conversion Rights Adjustments to Conversion Rights 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. 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 Company’s 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 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 Number of Shares Weighted Average Weighted Average Exercise $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 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 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 Exercise Price Termination Date 130,208 $ 43.20 11/9/2016 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 — — — $ — $ — $ — 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 Company’s 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 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. |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Major Customers | 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Cambridge Sussex 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” 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 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 Galt’s choosing. This amount has been bifurcated equally between the SS Gairsoppa Victory Gairsoppa 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 Mexican’s 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, 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, Management’s Discussion and Analysis of Financial Condition and Results of Operations—General Discussion 2015—Financings.) 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 subsidiary’s 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. |
Asset Sale and Loan Restructuri
Asset Sale and Loan Restructuring | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Asset Sale and Loan Restructuring | 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 Monaco’s 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 Victory Accounting considerations We analyzed the transaction under the guidance of ASC 470-60 Troubled Debt Restructuring 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 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 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. ** 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 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. |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | 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 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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 Odyssey’s 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. 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) OME’s 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. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II – VALUATION and QUALIFYING ACCOUNTS For the Fiscal Years of 2013, 2014 and 2015 ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES Balance at Beginning of Year Charged (Credited) to Expenses Charged (Credited) to Other Accounts Deductions Balance at End of Year Inventory reserve 2013 367,558 3,774 — — 371,332 2014 371,332 — — — 371,332 2015 371,332 — (251,023 ) (120,309 ) — Accounts receivable reserve 2013 4,820,593 500,000 — 189,000 5,131,593 2014 5,131,593 — — 500,000 4,631,593 2015 4,631,593 — (2,315,796 ) — 2,315,797 |
Organization and Summary of S31
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Organization | 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 | 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 Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices. |
Principles of Consolidation | 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 Company’s 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 | 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 | 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 Central America Central America 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 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 | 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 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 | 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, management’s plans for future operations, recent operating results and projected cash flows. |
Property and Equipment and Depreciation | 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 vessel’s 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. |
Earnings Per Share | 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. 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 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 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 | Stock-based Compensation Our stock-based compensation is recorded in accordance with the guidance in the ASC topic for Stock-Based Compensation |
Fair Value of Financial Instruments | 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 Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Level 2. Level 3. |
Redeemable Preferred Stock | 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 |
Subsequent Events | 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. |
Investments Debt and Equity Securities Policy | With CRP being a thinly traded stock on the New Zealand Stock Exchange and guidance per ASC 320: Debt and Equity Securities |
Organization and Summary of S32
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share | 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 ) |
Convertible Preferred Stock Excluded from EPS [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 |
In the Money Potential Common Shares [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 |
Out of Money Potential Common Shares [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Summary of 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 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of 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 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of 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 |
Other Long-Term Assets (Tables)
Other Long-Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Components of 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 |
Derivative Financial Instrume38
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Components of Derivative Liabilities | 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, December 31, 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, December 31, 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. |
Changes in Fair Values of Derivative Liabilities | 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 |
Senior Convertible Notes [Member] | |
Significant Assumptions Utilized in Valuation Technique | 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 Company’s 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 subsidiary’s shares because that is the best indicator of the value of the shares. There has been a sale of Oceanica’s 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. |
2014 Share Purchase Option [Member] | |
Changes in Fair Value Inputs and Assumptions | 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 |
Compound Embedded Derivative [Member] | |
Changes in Fair Value Inputs and Assumptions | 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 $ — $ — |
Warrant Derivatives [Member] | |
Significant Assumptions Utilized in Valuation Technique | 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% |
Changes in Fair Value Inputs and Assumptions | 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 |
Mortgage and Loans Payable (Tab
Mortgage and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Consolidated Debt | The Company’s consolidated mortgages and notes payable consisted of the following at December 31, 2015 and 2014: December 31, 2015 December 31, 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 |
Long -Term Obligation Maturities | Long-Term Obligation Maturities Total 2016 2017 2018 2019 2020 More than 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 $ — $ — $ — |
Project Term Loans [Member] | |
Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values | 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 |
Oceanica Resources S. de. R.L [Member] | |
Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values | 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 management’s 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 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Components of 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 |
Deferred Income and Revenue P41
Deferred Income and Revenue Participation Rights (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Participating Revenue Rights | The Company’s 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 $ 825,000 $ 825,000 “ Seattle 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 |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Preferred Stock Allocated to Investors | (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 Company’s 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 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 |
Stock Options Valuation Assumptions | 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 |
Summary of Stock Option Activity | 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 |
Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2015: Stock Options Outstanding Range of Exercise Number of Shares Weighted Average Weighted Average Exercise $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 |
Estimated Fair Value of Restricted Stock Award | 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 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 |
Summary of Common Stock Warrants Outstanding | The following table summarizes our common stock warrants outstanding at December 31, 2015: Common Stock Exercise Price Termination Date 130,208 $ 43.20 11/9/2016 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Tax (Benefits) are Attributable to Continuing Operations | 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 — — — $ — $ — $ — |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s 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 $ — |
Schedule of Change in Valuation Allowance | 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 |
Schedule of Effective Income Tax Rate Reconciliation | 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 |
Asset Sale and Loan Restructu44
Asset Sale and Loan Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Summary of Combined Carrying Value of All Loans | 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 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. ** 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. |
Schedule of Undiscounted Cash Flows and Revised Carrying Value | 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 |
Quarterly Financial Data - Un45
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
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 ) |
Organization and Summary of S46
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Percentage of cash proceeds from monetization of recovered cargo | 80.00% | ||
Percentage of subsequent cash proceeds after priority recoupment | 45.00% | ||
Short-term investment maturity period | Three months or less | ||
Weighted average number of common shares outstanding | 7,413,602 | 7,072,553 | 6,677,402 |
Receiver [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of cash proceeds from monetization of recovered cargo | 20.00% | ||
Percentage of subsequent cash proceeds after priority recoupment | 55.00% | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, estimated useful life | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, estimated useful life | 30 years |
Organization and Summary of S47
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for in the Money Potential Common Shares (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Average market price during the period | $ 6.36 | $ 18.36 | $ 35.52 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 12,180 | ||
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 7,697 |
Organization and Summary of S48
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options With an Exercise Price of $12.48 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 137,667 | ||
Stock Options With an Exercise Price of $12.84 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 4,167 | ||
Stock Options With an Exercise Price of $20.88 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 4,313 | ||
Stock Options With an Exercise Price of $26.40 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 79,370 | 80,801 | |
Stock Options With an Exercise Price of $32.76 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 53,706 | 53,706 | |
Stock Options With an Exercise Price of $32.88 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 52,820 | ||
Stock Options With an Exercise Price of $34.68 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 78,707 | 81,985 | |
Stock Options With an Exercise Price of $39.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 8,333 | 8,333 | 8,333 |
Stock Options With an Exercise Price of $40.80 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 8,333 | 8,333 | |
Stock Options With an Exercise Price of $41.16 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 3,333 | 3,333 | 3,333 |
Stock Options With an Exercise Price of $42.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 8,333 | 8,333 | 28,750 |
Stock Options With an Exercise Price of $46.80 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 1,667 | 1,667 | 1,667 |
Stock Options With an Exercise Price of $48.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 4,375 | ||
Warrants With an Exercise Price of $43.20 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 130,208 | 130,208 | 130,208 |
Options and Warrants Excluded from Diluted EPS [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 505,491 | 433,832 | 185,000 |
Organization and Summary of S49
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Parenthetical) (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options With an Exercise Price of $12.48 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | $ 12.48 | ||
Stock Options With an Exercise Price of $12.84 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 12.84 | ||
Stock Options With an Exercise Price of $20.88 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 20.88 | $ 20.88 | |
Stock Options With an Exercise Price of $26.40 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 26.40 | 26.40 | |
Stock Options With an Exercise Price of $32.76 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 32.76 | 32.76 | |
Stock Options With an Exercise Price of $32.88 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 32.88 | 32.88 | |
Stock Options With an Exercise Price of $34.68 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 34.68 | 34.68 | |
Stock Options With an Exercise Price of $39.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 39 | 39 | $ 39 |
Stock Options With an Exercise Price of $40.80 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 40.80 | 40.80 | 40.80 |
Stock Options With an Exercise Price of $41.16 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 41.16 | 41.16 | 41.16 |
Stock Options With an Exercise Price of $42.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 42 | 42 | 42 |
Stock Options With an Exercise Price of $46.80 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 46.80 | 46.80 | 46.80 |
Stock Options With an Exercise Price of $48.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 48 | 48 | |
Warrants With an Exercise Price of $43.20 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Warrants exercise price per share | $ 43.20 | $ 43.20 | $ 43.20 |
Organization and Summary of S50
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share, Convertible Preferred Stock (Detail) - shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible Preferred Stock Excluded from EPS [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from EPS | 2,700 | 2,700 |
Organization and Summary of S51
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share, Unvested Restricted Stock Awards (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 92,587 | 44,138 | 12,669 |
Organization and Summary of S52
Organization and Summary of Significant Accounting Policies - Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||||||||||
Net loss | $ (18,207,163) | $ (26,473,114) | $ (10,741,272) | ||||||||
Cumulative dividends on Series G Preferred Stock | 0 | 0 | 0 | ||||||||
Numerator, basic and diluted net loss available to stockholders | $ (18,207,163) | $ (26,473,114) | $ (10,741,272) | ||||||||
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 | $ 0.33 | $ (0.61) | $ (0.85) | $ (1.33) | $ (0.72) | $ (1.08) | $ (0.60) | $ (1.44) | $ (2.46) | $ (3.74) | $ (1.61) |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($)Institution | |
Debt Disclosure [Abstract] | |
Uninsured cash balance | $ 2,000,000 |
Number of financial institutions in which cash is deposited | Institution | 1 |
Amount of loan outstanding | $ 0 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Aug. 14, 2014 | May. 31, 2014 | May. 10, 2012 | Jul. 11, 2008 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash | $ 520,728 | |||||
Project loan facility | $ 8,000,000 | |||||
Minimum [Member] | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash | $ 400,000 | |||||
Term Loan [Member] | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash | $ 0 | |||||
Debt instrument maturity date | Dec. 17, 2015 | |||||
Project Term Loans [Member] | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash | $ 0 | $ 500,000 | ||||
Project loan facility | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||
Debt instrument maturity date | Dec. 17, 2015 | |||||
Interest-bearing Deposits [Member] | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash | $ 500,000 | |||||
Restricted cash purpose | 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. |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Reserve for doubtful accounts receivable | $ (2,315,797) | $ (4,631,593) |
Accounts receivable, net | 801,575 | 6,476,049 |
Trade [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 2,371,304 | 11,053,118 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 629,400 | |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 116,668 | $ 54,524 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Recoupment of operations and research costs | $ 6,290,465 | |
Reserves for doubtful accounts | $ 2,315,797 | 4,631,593 |
Monaco [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of previously recognized recoupment cost | 100.00% | |
Accounts receivable | $ 629,400 | |
Neptune Minerals, Inc. [Member] | Monaco [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of accounts receivable | 50.00% | |
Reserves for doubtful accounts | $ 2,315,797 | $ 4,631,593 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) | Dec. 31, 2014USD ($) |
Inventory Disclosure [Abstract] | |
Recovered cargo | $ 5,681,264 |
Packaging | 70,560 |
Merchandise | 405,467 |
Merchandise reserve | (371,332) |
Total Inventory (current and non-current) | $ 5,785,959 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Non-current inventory | $ 0 | $ 5,110,967 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 497,118 | $ 650,157 |
Deposits | 5,580 | 5,505 |
Total other current assets | $ 502,698 | $ 655,662 |
Other Current Assets - Addition
Other Current Assets - Additional Information (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance premiums | $ 292,674 | $ 360,962 |
Prepaid expenses for vessel fuel | 105,707 | 168,731 |
Deferred financing fees | 29,180 | |
Prepaid operating costs | $ 98,737 | $ 91,284 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,460,256 | $ 29,679,030 |
Less: Accumulated depreciation | (19,633,420) | (22,443,492) |
Total property and equipment | 2,826,836 | 7,235,538 |
Building, Improvements and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,758,686 | |
Building and Land Held for Sale [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,024,999 | |
Computers and Peripherals [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,332,767 | 1,613,744 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,003,731 | 2,376,650 |
Vessel and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 19,123,758 | 19,123,758 |
Exhibits and Related [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,781,193 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation charge | $ 1,419,295 | $ 5,510,909 | $ 1,937,641 | |
Dorado Discovery Vessel [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation charge | $ 3,000,000 |
Other Long-Term Assets - Compon
Other Long-Term Assets - Components of Other Long-Term Assets (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Recovered cargo | $ 730,463 | |
Deposits | $ 540,590 | 541,590 |
Total other long-term assets | $ 540,590 | $ 1,272,053 |
Other Long-Term Assets - Additi
Other Long-Term Assets - Additional Information (Detail) | Dec. 31, 2015USD ($) |
Other Long Term Assets [Line Items] | |
Deposits for conservation and documentation of artifacts | $ 100,000 |
UNITED KINGDOM | |
Other Long Term Assets [Line Items] | |
Deposits with United Kingdom's Ministry of Defense | $ 432,500 |
Investment in Unconsolidated 65
Investment in Unconsolidated Entity - Additional Information (Detail) - USD ($) | Dec. 10, 2015 | Apr. 30, 2014 | Jun. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2013 |
Face Value $10,000,000, 8% Convertible Senior Note Payable [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Convertible notes | $ 500,000 | ||||||
Debt instrument maturity date | Apr. 26, 2014 | ||||||
Common Class B [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Series A preferred non-voting stock converted, Number of non-voting common stock issued | 522,500 | ||||||
Series A Preferred Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Debt instrument, number of shares converted | 5,225 | ||||||
Chatham Rock Phosphate, Ltd. [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity stake in CRP | 3.00% | ||||||
Investment carrying value | $ 0 | ||||||
Deep sea mining exploratory services | $ 1,680,000 | ||||||
Shares received from CRP | 9,320,348 | ||||||
Neptune Minerals, Inc. [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Net share position in NMI | 6,190,201 | 6,190,201 | |||||
Ownership percentage | 28.00% | 14.00% | 28.00% | ||||
Equity stake in CRP | 50.00% | ||||||
Investment carrying value | $ 0 | ||||||
Neptune Minerals, Inc. [Member] | Face Value $10,000,000, 8% Convertible Senior Note Payable [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Convertible notes, interest rate | 6.00% | ||||||
Neptune Minerals, Inc. [Member] | Common Class B [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Net share position in NMI | 6,184,976 | 6,184,976 | |||||
Neptune Minerals, Inc. [Member] | Series A Preferred Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Net share position in NMI | 5,225 | 5,225 | |||||
Neptune Minerals, Inc. [Member] | Series A Voting Shares [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment carrying value | $ 522,500 | ||||||
Neptune Minerals, Inc. [Member] | Common Class A [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Shares owned | 0 | ||||||
Neptune Minerals, Inc. [Member] | Common Class B Non Voting Shares [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Amount of shares sold | $ 3,092,488 | ||||||
Number of remaining share held | $ 3,092,488 | ||||||
Neptune Minerals, Inc. [Member] | Series A Preferred Non Voting Shares [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Amount of shares sold | $ 2,613 | ||||||
Number of remaining share held | 2,612 | ||||||
Dorado Ocean Resources, Ltd. [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Loss from unconsolidated entity | $ 20,700,000 |
Derivative Financial Instrume66
Derivative Financial Instruments - Components of Derivative Liabilities (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Derivative liabilities | $ 3,402,416 | $ 2,226,445 |
Derivative liabilities | $ 3,402,416 | $ 2,226,445 |
Common shares linked to derivative liabilities | 3,304,812 | 3,304,812 |
Compound Embedded Derivative [Member] | ||
Derivative [Line Items] | ||
Common shares linked to derivative liabilities | 3,174,604 | 3,174,604 |
Warrant Derivatives [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 6,225 | $ 111,127 |
Derivative liabilities | $ 6,225 | $ 111,127 |
Common shares linked to derivative liabilities | 130,208 | 130,208 |
Senior Convertible Notes [Member] | Warrant Derivatives [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 6,225 | $ 111,127 |
Derivative liabilities | $ 6,225 | $ 111,127 |
Common shares linked to derivative liabilities | 130,208 | 130,208 |
2014 Convertible Promissory Notes [Member] | Compound Embedded Derivative [Member] | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 3,396,191 | $ 2,115,318 |
Derivative liabilities | $ 3,396,191 | $ 2,115,318 |
Common shares linked to derivative liabilities | 3,174,604 | 3,174,604 |
Derivative Financial Instrume67
Derivative Financial Instruments - Changes in Fair Values of Derivative Liabilities (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||
Total derivative income (expense) | $ (1,175,971) | $ 1,001,679 | $ 4,385,380 |
Senior Convertible Notes [Member] | |||
Derivative [Line Items] | |||
Derivative income (expense) | 47,243 | ||
2014 Convertible Promissory Notes [Member] | |||
Derivative [Line Items] | |||
Derivative income (expense) | (1,280,873) | 141,983 | |
Warrant Derivatives [Member] | |||
Derivative [Line Items] | |||
Derivative income (expense) | $ 104,902 | $ 812,453 |
Derivative Financial Instrume68
Derivative Financial Instruments - Significant Assumptions Utilized in Valuation Technique (Detail) - $ / shares | Dec. 10, 2015 | Dec. 01, 2014 | Oct. 01, 2014 | Aug. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||||||
Underlying price on valuation date | $ 2.50 | $ 2.50 | ||||
Monte Carlo Simulations [Member] | Monaco Notes [Member] | First Tranche [Member] | ||||||
Derivative [Line Items] | ||||||
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 years | 2 years | 1 year 7 months 13 days | |||
Implied expected term to maturity | 1 year 10 months 6 days | 1 year 9 months 26 days | 1 year 6 months 4 days | |||
Market volatility: | ||||||
Range of equivalent volatilities | 51.20% | 98.10% | 69.70% | |||
Contractual interest rate | 11.00% | |||||
Range of equivalent market risk adjusted interest rates | 9.50% | 11.00% | 9.50% | |||
Range of equivalent credit risk adjusted yields | 4.15% | 3.76% | 4.86% | |||
Range of equivalent credit risk adjusted yields | 4.15% | 3.76% | 4.86% | |||
Monte Carlo Simulations [Member] | Monaco Notes [Member] | Second Tranche [Member] | ||||||
Derivative [Line Items] | ||||||
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 years | 2 years | 1 year 9 months | |||
Implied expected term to maturity | 1 year 9 months 15 days | 1 year 9 months 26 days | 1 year 7 months 6 days | |||
Market volatility: | ||||||
Range of equivalent volatilities | 68.00% | 98.10% | 70.40% | |||
Contractual interest rate | 11.00% | |||||
Range of equivalent market risk adjusted interest rates | 9.25% | 11.00% | 9.50% | |||
Range of equivalent credit risk adjusted yields | 4.24% | 3.76% | 4.91% | |||
Range of equivalent credit risk adjusted yields | 4.24% | 3.76% | 4.91% | |||
Monte Carlo Simulations [Member] | Monaco Notes [Member] | Third Tranche [Member] | ||||||
Derivative [Line Items] | ||||||
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 years | 2 years | 1 year 11 months 1 day | |||
Implied expected term to maturity | 1 year 9 months 4 days | 1 year 9 months 26 days | 1 year 8 months 19 days | |||
Market volatility: | ||||||
Range of equivalent volatilities | 72.20% | 98.10% | 69.50% | |||
Contractual interest rate | 11.00% | |||||
Range of equivalent market risk adjusted interest rates | 9.25% | 11.00% | 9.25% | |||
Range of equivalent credit risk adjusted yields | 4.52% | 3.76% | 4.91% | |||
Range of equivalent credit risk adjusted yields | 4.52% | 3.76% | 4.91% | |||
Derivative instrument maturity date | Dec. 31, 2017 | |||||
Minimum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | First Tranche [Member] | ||||||
Market volatility: | ||||||
Range of volatilities | 37.00% | 85.20% | 58.50% | |||
Contractual interest rate | 8.00% | 8.00% | ||||
Range of equivalent credit risk adjusted yields | 3.94% | 3.29% | 4.66% | |||
Range of equivalent credit risk adjusted yields | 3.94% | 3.29% | 4.66% | |||
Minimum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Second Tranche [Member] | ||||||
Market volatility: | ||||||
Range of volatilities | 58.60% | 85.20% | 60.10% | |||
Contractual interest rate | 8.00% | 8.00% | ||||
Range of equivalent credit risk adjusted yields | 3.97% | 3.29% | 4.66% | |||
Range of equivalent credit risk adjusted yields | 3.97% | 3.29% | 4.66% | |||
Minimum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Third Tranche [Member] | ||||||
Market volatility: | ||||||
Range of volatilities | 61.80% | 85.20% | 59.80% | |||
Contractual interest rate | 8.00% | 8.00% | ||||
Range of equivalent credit risk adjusted yields | 4.29% | 3.29% | 4.66% | |||
Range of equivalent credit risk adjusted yields | 4.29% | 3.29% | 4.66% | |||
Maximum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | First Tranche [Member] | ||||||
Market volatility: | ||||||
Range of volatilities | 62.20% | 109.80% | 78.10% | |||
Contractual interest rate | 11.00% | 11.00% | ||||
Range of equivalent credit risk adjusted yields | 4.45% | 4.22% | 5.20% | |||
Range of equivalent credit risk adjusted yields | 4.45% | 4.22% | 5.20% | |||
Maximum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Second Tranche [Member] | ||||||
Market volatility: | ||||||
Range of volatilities | 75.30% | 109.80% | 80.50% | |||
Contractual interest rate | 11.00% | 11.00% | ||||
Range of equivalent credit risk adjusted yields | 4.61% | 4.22% | 5.27% | |||
Range of equivalent credit risk adjusted yields | 4.61% | 4.22% | 5.27% | |||
Maximum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Third Tranche [Member] | ||||||
Market volatility: | ||||||
Range of volatilities | 79.80% | 109.80% | 78.10% | |||
Contractual interest rate | 11.00% | 11.00% | ||||
Range of equivalent credit risk adjusted yields | 4.84% | 4.22% | 5.27% | |||
Range of equivalent credit risk adjusted yields | 4.84% | 4.22% | 5.27% |
Derivative Financial Instrume69
Derivative Financial Instruments - Significant Assumptions Utilized in Valuation Technique (Parenthetical) (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Underlying price per share used in the MCS calculations | $ 2.50 | $ 2.50 |
Oceanica Resources S. de. R.L [Member] | ||
Derivative [Line Items] | ||
Percentage of shares purchased by private investor | 24.00% | |
Per share value of shares purchased by private investor | $ 2.50 |
Derivative Financial Instrume70
Derivative Financial Instruments - Changes in Fair Value Inputs and Assumptions (Detail) - Compound Embedded Derivative [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||
Balances at January 1 | $ 47,243 | |
Issuances | $ 0 | 0 |
Expirations from redemptions of host contracts reflected in income | (47,243) | |
Changes in fair value inputs and assumptions reflected in income | $ 0 | $ 0 |
Derivative Financial Instrume71
Derivative Financial Instruments - Changes in Fair Value Inputs and Assumptions Related to Share Purchase Option (Detail) - 2014 Share Purchase Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||
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 |
Derivative Financial Instrume72
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2015 | Dec. 31, 2014 | Apr. 13, 2014 | Oct. 11, 2013 | May. 10, 2012 | Nov. 08, 2011 | Apr. 08, 2011 | Oct. 11, 2010 | |
Derivative [Line Items] | ||||||||
Warrants issued to acquire common shares | 260,417 | 108,507 | 1,800,000 | |||||
Warrants exercisable date | Apr. 13, 2014 | |||||||
Warrants linked to common stock, outstanding | 0 | 0 | ||||||
Shares available for issuance upon exercise | 36,169 | 36,169 | ||||||
Additional financing | $ 8,000,000 | |||||||
Warrants Attached to Series G Preferred Stock [Member] | ||||||||
Derivative [Line Items] | ||||||||
Warrants issued to acquire common shares | 525,000 | |||||||
Warrants Attached to Senior Convertible Debt [Member] | ||||||||
Derivative [Line Items] | ||||||||
Warrants issued to acquire common shares | 1,302,083 | |||||||
Warrants linked to common stock, outstanding | 130,209 | |||||||
Common Stock [Member] | ||||||||
Derivative [Line Items] | ||||||||
Linked common shares | 525,000 | |||||||
Common Stock [Member] | Level 3 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Linked common shares | 1,725,000 | |||||||
Warrants exercisable date | Oct. 11, 2013 |
Derivative Financial Instrume73
Derivative Financial Instruments - Significant Assumptions Utilized in Binomial Lattice Process (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||
Quoted market price on valuation date | $ 2.50 | $ 2.50 |
Level 3 [Member] | Derivative Financial Instruments, Assets [Member] | ||
Derivative [Line Items] | ||
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 year 4 months 6 days | 2 years 4 months 24 days |
Level 3 [Member] | Minimum [Member] | Derivative Financial Instruments, Assets [Member] | ||
Derivative [Line Items] | ||
Range of market volatilities | 92.90% | 59.90% |
Risk free rates using zero coupon US Treasury Security rates | 0.16% | 0.04% |
Level 3 [Member] | Maximum [Member] | Derivative Financial Instruments, Assets [Member] | ||
Derivative [Line Items] | ||
Range of market volatilities | 113.20% | 73.90% |
Risk free rates using zero coupon US Treasury Security rates | 0.65% | 0.67% |
Derivative Financial Instrume74
Derivative Financial Instruments - Changes in Fair Value Inputs and Assumptions Related to Derivative Warrants (Detail) - Warrant Derivatives [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||
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 |
Mortgage and Loans Payable - Sc
Mortgage and Loans Payable - Schedule of Consolidated Debt (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total mortgages and loans payable | $ 18,199,632 | $ 21,164,881 |
Project Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total mortgages and loans payable | 3,449,631 | 15,502,422 |
2014 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total mortgages and loans payable | $ 14,750,001 | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total mortgages and loans payable | 4,000,000 | |
Mortgages Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total mortgages and loans payable | $ 1,662,459 |
Mortgage and Loans Payable - Te
Mortgage and Loans Payable - Term Loan - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Jul. 31, 2013 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Value of secured collateral, percent | 40.00% | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 5.00% | 5.00% | |
Debt instrument description | One-month LIBOR rate as reported in the Wall Street Journal plus 500 basis points. | ||
Maturity Date of amended term loan | Dec. 17, 2015 | ||
Semi-annual Payment | $ 500,000 | $ 500,000 | |
Balance of term loan | $ 0 |
Mortgage and Loans Payable - Pr
Mortgage and Loans Payable - Project Term Loan - Additional Information (Detail) | Dec. 10, 2015USD ($) | May. 11, 2015USD ($) | May. 07, 2014USD ($) | Jun. 30, 2015Tranches | Dec. 31, 2015USD ($)Subsidiaries$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($) | Oct. 01, 2015 | Mar. 11, 2015USD ($) | Oct. 01, 2014USD ($) | Aug. 14, 2014USD ($) | May. 31, 2014USD ($) | May. 10, 2012USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Loan amount borrowed | $ 0 | ||||||||||||
Aggregate amount issuable | $ 8,000,000 | ||||||||||||
Extinguishment of debt, amount | $ 5,000,000 | ||||||||||||
Debt instrument, Value of shares | $ 2,347,826 | $ 8,608,694 | |||||||||||
Additional consideration percentage | 21.25% | ||||||||||||
Expected interest expenses | $ 4,551,799 | $ 1,560,254 | $ 3,581,642 | ||||||||||
Share repurchase agreement expiration date | Mar. 30, 2016 | ||||||||||||
Promissory note outstanding amount | $ 14,750,000 | ||||||||||||
Call option expiration date | Mar. 11, 2016 | ||||||||||||
Estimated market rate loan percentage | 15.00% | ||||||||||||
Debt discount amount | $ 383,148 | ||||||||||||
Debt discount amortization amount | 383,148 | ||||||||||||
Oceanica Call Option [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stock granted during period, value | $ 40,000,000 | $ 40,000,000 | |||||||||||
Stock granted during period, percentage | 54.00% | 54.00% | |||||||||||
Monaco Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable, carrying value | $ 3,449,632 | ||||||||||||
Expected interest expenses | 0 | ||||||||||||
Oceanica Resources S. de. R.L [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Per share value of shares purchased by private investor | $ / shares | $ 2.50 | ||||||||||||
Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes carrying value | $ 0 | ||||||||||||
Credit facility agreement | $ 10,000,000 | ||||||||||||
Credit agreement margin, LIBOR rate | 5.00% | ||||||||||||
Interest rate description | One-month LIBOR rate plus 500 basis points | ||||||||||||
Origination fee payable | $ 50,000 | $ 20,000 | |||||||||||
Debt instrument extended maturity date | Dec. 17, 2015 | ||||||||||||
Restricted cash deposit | $ 500,000 | ||||||||||||
Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument maturity date | Mar. 18, 2017 | ||||||||||||
Interest rate, stated percentage | 8.00% | ||||||||||||
Call option | $ 14,750,000 | ||||||||||||
Accrued interest | $ 508,055 | ||||||||||||
Promissory Note [Member] | Stock Purchase Agreement [Member] | Minosa [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of advances | Tranches | 5 | ||||||||||||
Promissory Note [Member] | Stock Purchase Agreement [Member] | Maximum [Member] | Minosa [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Call option | $ 14,750,000 | ||||||||||||
Promissory Note [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Call option | 14,750,000 | ||||||||||||
Second Tranche [Member] | Promissory Note [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Call option | 6,000,000 | ||||||||||||
First Tranche [Member] | Promissory Note [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Call option | 2,000,000 | ||||||||||||
Third Tranche [Member] | Promissory Note [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Call option | 3,000,000 | ||||||||||||
Project Term Loans [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate amount issuable | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||||||||
Debt instrument maturity date | Dec. 17, 2015 | ||||||||||||
Number of wholly owned subsidiaries | Subsidiaries | 2 | ||||||||||||
Debt instrument, number of shares | shares | 100,000 | ||||||||||||
Debt instrument, Value of shares | $ 250,000 | ||||||||||||
Amortization of components included in interest expense | $ 1,895,263 | ||||||||||||
Marketing program compensation expenses, percentage yet to be recognized | 5.00% | ||||||||||||
Project Term Loans [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Initial principal amount of note, percent | 50.00% | ||||||||||||
Project Term Loans [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Initial principal amount of note, percent | 100.00% | ||||||||||||
Project Term Loans [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares issued to lender | shares | 100,000 | ||||||||||||
Per share value of shares purchased by private investor | $ / shares | $ 3.15 | ||||||||||||
Aggregate value of shares issued to lender | $ 1,000,000 | ||||||||||||
Project Term Loans [Member] | Second Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unused borrowing capacity | 2,500,000 | ||||||||||||
Aggregate amount issuable | $ 2,500,000 | ||||||||||||
Interest rate, stated percentage | 11.00% | 8.00% | |||||||||||
Call option | 2,500,000 | ||||||||||||
Project Term Loans [Member] | First Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loan amount borrowed | 5,000,000 | ||||||||||||
Unused borrowing capacity | 5,000,000 | ||||||||||||
Call option | 5,000,000 | ||||||||||||
Project Term Loans [Member] | Third Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unused borrowing capacity | $ 2,500,000 | ||||||||||||
Call option | 2,500,000 | ||||||||||||
Project Term Loans [Member] | Amended Promissory Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Extinguishment of debt, amount | 2,200,000 | ||||||||||||
Notes ceased to bear interest, amount | $ 5,000,000 | ||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||||||
Outstanding notes balance | $ 2,800,000 | ||||||||||||
Notes carrying value | 3,449,632 | ||||||||||||
Short term notes | 308,844 | ||||||||||||
Long term notes | $ 3,140,788 | ||||||||||||
Loan Modification [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||||||
Call option | $ 10,000,000 | ||||||||||||
Loan Modification [Member] | Second Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate amount issuable | $ 300,000 | ||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||||||
Call option | $ 2,500,000 | ||||||||||||
Reduced principal amount | 2,200,000 | ||||||||||||
Loan Modification [Member] | First Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Call option | $ 5,000,000 | ||||||||||||
Agreement description | Monaco agreed to cease interest as of December 10, 2015 and reduce the loan balance by (i) the cash or other 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 Odyssey’s 21.25% “additional consideration” in new shipwreck projects performed for Monaco in the future. | ||||||||||||
Additional consideration percentage | 21.25% | ||||||||||||
Loan Modification [Member] | Third Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||||||
Call option | $ 2,500,000 |
Mortgage and Loans Payable - 78
Mortgage and Loans Payable - Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values - Project Term Loan (Detail) - Project Term Loans [Member] | Dec. 31, 2015USD ($) |
First Tranche [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | $ 5,000,000 |
First Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 3,918,254 |
First Tranche [Member] | Common Shares Outstanding [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 250,000 |
First Tranche [Member] | Compound Embedded Derivative [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 831,746 |
Second Tranche [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 2,500,000 |
Second Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 1,937,540 |
Second Tranche [Member] | Compound Embedded Derivative [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 562,460 |
Third Tranche [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 2,500,000 |
Third Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | 1,909,127 |
Third Tranche [Member] | Compound Embedded Derivative [Member] | |
Debt Instrument [Line Items] | |
Convertible notes payable | $ 590,873 |
Mortgage and Loans Payable - 79
Mortgage and Loans Payable - Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values - Promissory Note (Detail) - Promissory Note [Member] - USD ($) | Dec. 31, 2015 | May. 11, 2015 |
Debt Instrument [Line Items] | ||
Cash proceeds | $ 14,750,000 | |
Oceanica Resources S. de. R.L [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | $ 14,750,000 | |
Oceanica Resources S. de. R.L [Member] | Deferred Revenue Call Option [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 383,148 | |
Oceanica Resources S. de. R.L [Member] | First Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 2,000,000 | |
Oceanica Resources S. de. R.L [Member] | First Tranche [Member] | Deferred Revenue Call Option [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 67,241 | |
Oceanica Resources S. de. R.L [Member] | Second Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 6,000,000 | |
Oceanica Resources S. de. R.L [Member] | Second Tranche [Member] | Deferred Revenue Call Option [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 173,659 | |
Oceanica Resources S. de. R.L [Member] | Third Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 3,000,000 | |
Oceanica Resources S. de. R.L [Member] | Third Tranche [Member] | Deferred Revenue Call Option [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 75,828 | |
Oceanica Resources S. de. R.L [Member] | Fourth Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 2,000,000 | |
Oceanica Resources S. de. R.L [Member] | Fourth Tranche [Member] | Deferred Revenue Call Option [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 39,911 | |
Oceanica Resources S. de. R.L [Member] | Fifth Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 1,750,000 | |
Oceanica Resources S. de. R.L [Member] | Fifth Tranche [Member] | Deferred Revenue Call Option [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 26,509 | |
Oceanica Resources S. de. R.L [Member] | 2014 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 14,366,852 | |
Oceanica Resources S. de. R.L [Member] | 2014 Convertible Promissory Notes [Member] | First Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 1,932,759 | |
Oceanica Resources S. de. R.L [Member] | 2014 Convertible Promissory Notes [Member] | Second Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 5,826,341 | |
Oceanica Resources S. de. R.L [Member] | 2014 Convertible Promissory Notes [Member] | Third Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 2,924,172 | |
Oceanica Resources S. de. R.L [Member] | 2014 Convertible Promissory Notes [Member] | Fourth Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 1,960,089 | |
Oceanica Resources S. de. R.L [Member] | 2014 Convertible Promissory Notes [Member] | Fifth Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | $ 1,723,491 |
Mortgage and Loans Payable - Mo
Mortgage and Loans Payable - Mortgage Payable - Additional Information (Detail) - USD ($) | Jul. 11, 2011 | Jul. 31, 2013 | May. 31, 2008 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 11, 2008 |
Debt Instrument [Line Items] | ||||||
Company's consolidated debt | $ 2,800,000 | |||||
Principal amount of loan, outstanding | 0 | |||||
First Mortgage [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Company's consolidated debt | $ 0 | |||||
Mortgages Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Company's consolidated debt | $ 0 | $ 2,580,000 | ||||
Basis spread on variable rate | 0.75% | 0.75% | ||||
Debt instrument maturity date | May 14, 2015 | Jul. 11, 2013 | ||||
Periodic payments, principal | $ 10,750 | |||||
Interest rate description | Prime rate plus three-fourths of one percent (0.75%) | |||||
New maturity date of mortgage loan | Dec. 17, 2015 | |||||
Periodic payment | $ 5,080 | |||||
Interest rate, stated percentage | 6.45% | |||||
Mortgages Payable [Member] | First Mortgage [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of loan, outstanding | $ 679,000 |
Mortgage and Loans Payable - Lo
Mortgage and Loans Payable - Long -Term Obligation Maturities (Detail) | Dec. 31, 2015USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Long term obligations, Total | $ 2,800,000 |
Long term obligations, 2016 | 0 |
Long term obligations, 2017 | 2,800,000 |
Long term obligations, 2018 | 0 |
Long term obligations, 2019 | 0 |
Long term obligations, 2020 | 0 |
Long term obligations, More than 5 Years | 0 |
Operating lease, Total | 722,880 |
Operating lease, 2016 | 240,960 |
Operating lease, 2017 | 240,960 |
Operating lease, 2018 | 240,960 |
Operating lease, 2019 | 0 |
Operating lease, 2020 | 0 |
Operating lease, more than 5 years | 0 |
Interest on obligations, Total | 616,843 |
Interest on obligations, 2016 | 308,843 |
Interest on obligations, 2017 | 308,000 |
Interest on obligations, 2018 | 0 |
Interest on obligations, 2019 | 0 |
Interest on obligations, 2020 | 0 |
Interest on obligations, More than 5 Years | 0 |
Total obligations | 4,139,723 |
Total obligations, 2016 | 549,803 |
Total obligations, 2017 | 3,348,960 |
Total obligations, 2018 | 240,960 |
Total obligations, 2019 | 0 |
Total obligations, 2020 | 0 |
Total obligations, More than 5 Years | $ 0 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
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 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Payables and Accruals [Abstract] | |
Professional fees | $ 716,009 |
Accrued incentive awards | $ 800,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Dec. 09, 2002Directors | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Aug. 14, 2014USD ($) | May. 31, 2014USD ($) | May. 10, 2012USD ($) | May. 26, 1998 |
Related Party Transaction [Line Items] | ||||||||
Post finance cost proceeds | 5.00% | 5.00% | ||||||
Aggregate amount issuable | $ 8,000,000 | |||||||
Project Term Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate amount issuable | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||
Georgia LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Post finance cost proceeds | 5.00% | |||||||
Directors' interest in ownership of Company | 58.00% | |||||||
Officers and directors owning an interest in the limited liability | Directors | 2 | |||||||
Monaco [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts receivable | 629,400 | |||||||
Monaco [Member] | Project Term Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from coin sales | 1,605,676 | $ 304,674 | $ 0 | |||||
Accounts receivable | $ 629,400 | $ 87,399 |
Deferred Income and Revenue P85
Deferred Income and Revenue Participation Rights - Participating Revenue Rights (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred income and participating revenue rights | $ 5,026,898 | $ 4,643,750 |
"Cambridge" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred income and participating revenue rights | 825,000 | 825,000 |
"Seattle" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred income and participating revenue rights | 62,500 | 62,500 |
Galt Resources, LLC (HMS Victory) [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred income and participating revenue rights | 3,756,250 | $ 3,756,250 |
Oceanica Call Option [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred income and participating revenue rights | $ 383,148 |
Deferred Income and Revenue P86
Deferred Income and Revenue Participation Rights - Additional Information (Detail) | May. 11, 2015USD ($) | Feb. 28, 2011USD ($) | Dec. 31, 2015USD ($)InvestmentProject$ / Securityshares |
Deferred Revenue Arrangement [Line Items] | |||
Revenue participation agreement | $ 15,000,000 | ||
Call option expiration date | Mar. 11, 2016 | ||
Oceanica Call Option [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Stock granted during period, value | $ 40,000,000 | $ 40,000,000 | |
Stock granted during period, percentage | 54.00% | 54.00% | |
Promissory Note [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Promissory note face amount | $ 14,750,000 | ||
"Seattle" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Percentage of revenue owed to certificate holder per each million invested | 1.00% | ||
Common shares issued per unit | shares | 100,000 | ||
Galt Resources, LLC [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Percentage of revenue owed to certificate holders | 50.00% | ||
Percentage of revenue owed to certificate holder per each million invested | 1.00% | ||
Investment multiplier in case of project success | Investment | 3 | ||
Projects after bifurcation | Project | 2 | ||
Galt Resources, LLC [Member] | SS Gairsoppa [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 3,756,250 | ||
Galt Resources, LLC [Member] | Maximum [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Investment for future revenue rights | $ 7,512,500 | ||
HMS Victory Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Percentage of revenue owed to certificate holders | 7.5125% | ||
Revenue Participation Certificates [Member] | "Cambridge" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Revenue participation certificates per unit value | $ / Security | 50,000 | ||
Revenue Participation Certificates [Member] | "Seattle" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Revenue participation certificates per unit value | $ / Security | 50,000 | ||
First Payment [Member] | "Cambridge" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Percentage of revenue owed to certificate holders | 100.00% | ||
Revenue owed to certificate holder | $ 825,000 | ||
Second Payment [Member] | "Cambridge" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Percentage of revenue owed to certificate holders | 24.75% | ||
Second Payment [Member] | "Cambridge" Project [Member] | Minimum [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Revenue owed to certificate holder | $ 4,000,000 | ||
Second Payment [Member] | "Cambridge" Project [Member] | Maximum [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Revenue owed to certificate holder | $ 35,000,000 | ||
Third Payment [Member] | "Cambridge" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Percentage of revenue owed to certificate holders | 12.375% | ||
Revenue owed to certificate holder | $ 35,000,000 |
Stockholders' Equity_(Deficit87
Stockholders' Equity/(Deficit) - Additional Information (Detail) | Feb. 09, 2016 | Jun. 09, 2015USD ($)shares | Mar. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)Incentive_Plan$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reverse stock split, conversion ratio | 0.16666 | 0.08333 | ||||
Common stock shares authorized | 75,000,000 | 75,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares value representing payment for principal | $ | $ 754 | $ 8,558 | ||||
Warrants to purchase shares of common stock outstanding | 0 | 0 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 806,267 | 806,267 | ||||
Number of stock incentive plans | Incentive_Plan | 2 | |||||
Stock incentive plan expiration date | Aug. 31, 2015 | |||||
Share-based compensation | $ | $ 2,348,744 | $ 2,081,482 | $ 2,582,009 | |||
Weighted average estimated fair value of stock options | $ / shares | $ 8.52 | $ 14.88 | $ 17.04 | |||
Aggregate intrinsic values of options exercisable | $ | $ 0 | $ 0 | $ 16,450 | |||
Aggregate intrinsic values of options outstanding | $ | 0 | 0 | 16,450 | |||
Aggregate intrinsic values of options exercised | $ | 0 | 0 | 183,000 | |||
Total fair value of shares vested | $ | 1,449,216 | 1,154,984 | 832,177 | |||
Total unrecognized compensation related to unvested share-based compensation awards | $ | $ 1,019,120 | |||||
Weighted-average period | 1 year 2 months 1 day | |||||
Subsequent Event [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reverse stock split, conversion ratio | 0.50000 | |||||
2015 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for stock-based compensation | 450,000 | |||||
Mako Resources, LLC [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares issued | 333,333 | |||||
Common stock, shares value representing payment for principal | $ | $ 2,520,000 | |||||
Oceanica Resources S. de. R.L [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares termination of option to acquire | 6,000,000 | |||||
Warrants Attached to Senior Convertible Debt [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants to purchase shares of common stock outstanding | 130,209 | |||||
Warrants exercise price | $ / shares | $ 43.20 | |||||
Warrants expiration date | Nov. 9, 2016 | |||||
Board Of Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reverse stock split ratio | 1-for-2 | |||||
Series AA-2 Convertible Preferred Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Preferred stock, shares authorized | 7,223,145 | |||||
Series AA-2 Convertible Preferred Stock [Member] | Penelope Mining LLC [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of trading days | 20 days | |||||
Series AA-1 Convertible Preferred Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Preferred stock, shares authorized | 8,427,004 | |||||
Preferred stock Liquidation preference accretion rate | 8.00% | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock shares authorized | 75,000,000 | |||||
Minimum [Member] | Series AA-2 Convertible Preferred Stock [Member] | Penelope Mining LLC [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Closing price of common stock | $ / shares | $ 15.12 | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock shares authorized | 150,000,000 | |||||
Unvested Restricted Stock Awards Excluded from EPS [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of restricted stock, awards vested | $ | $ 318,000 | 911,641 | 854,861 | |||
Fair value of unvested restricted stock awards | $ | $ 300,334 | $ 1,158,684 | $ 380,013 | |||
Weighted-average grant date fair value of restricted stock awards | $ / shares | $ 12.48 | $ 17.16 | $ 34.68 | |||
Weighted-average remaining contractual term | 2 years 7 months 6 days | 3 years 7 months 6 days | 1 year 2 months 12 days | |||
Total unrecognized compensation cost related to unvested restricted stock awards | $ | $ 1,142,573 | |||||
Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for stock-based compensation | 450,000 | |||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reverse stock split, conversion ratio | 0.08333 | |||||
Common stock, shares issued | 107,513 | 366,045 | ||||
Common stock, shares value representing payment for principal | $ | $ 2,420,863 | |||||
Common Stock [Member] | Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of incentive option granted | 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. | |||||
Maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year | 83,333 | |||||
Maximum aggregate amount of cash that may be paid in cash to any person during any calendar year | $ | $ 2,000,000 | |||||
Common Stock [Member] | Incentive Stock Options [Member] | Minimum [Member] | 2015 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Eligible employee threshold percentage | 10.00% | |||||
Purchase price of common stock percentage | 110.00% |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Summary of Preferred Stock Allocated to Investors (Detail) - Penelope Mining LLC [Member] | Dec. 31, 2015USD ($)$ / sharesshares |
Preferred Stock [Line Items] | |
Shares | shares | 15,650,149 |
Investment | $ | $ 144,462,912 |
Series AA-1 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 8,427,004 |
Price Per Share | $ / shares | $ 12 |
Investment | $ | $ 101,124,042 |
Series AA-2 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 7,223,145 |
Price Per Share | $ / shares | $ 6 |
Investment | $ | $ 43,338,870 |
Stockholders' Equity_(Deficit89
Stockholders' Equity/(Deficit) - Stock Options Valuation Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.78% | 2.10% | 0.41% |
Expected volatility of common stock | 64.47% | 63.50% | 59.20% |
Expected life of options | 6 years 1 month 6 days | 6 years 1 month 6 days | 3 years |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.00% | 2.70% | 1.28% |
Expected volatility of common stock | 65.95% | 65.00% | 68.20% |
Expected life of options | 8 years 2 months 12 days | 8 years 2 months 12 days | 4 years 1 month 6 days |
Stockholders' Equity_(Deficit90
Stockholders' Equity/(Deficit) - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Number of Shares, Outstanding, Beginning | 307,791 | 249,656 | 285,013 |
Number of Shares, Granted | 137,667 | 85,524 | 102,819 |
Number of Shares, Exercised | (17,042) | ||
Number of Shares, Cancelled | (70,174) | (27,390) | (121,133) |
Number of Shares, Outstanding, Ending | 375,283 | 307,791 | 249,656 |
Weighted Average Exercise Price Outstanding, Beginning | $ 32.04 | $ 39.72 | $ 39.72 |
Number of Shares, Options exercisable | 275,735 | 221,109 | 176,575 |
Weighted Average Exercise Price, Granted | $ 12.48 | $ 25.68 | $ 35.88 |
Weighted Average Exercise Price, Exercised | 26.88 | ||
Weighted Average Exercise Price, Cancelled | 32.88 | 41.76 | 43.32 |
Weighted Average Exercise Price, Outstanding, Ending | 32.04 | 32.04 | 39.72 |
Weighted Average Exercise Price, Options exercisable | $ 27.48 | $ 33.24 | $ 35.28 |
Stockholders' Equity_(Deficit91
Stockholders' Equity/(Deficit) - Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Shares Outstanding | shares | 375,283 |
Weighted Average Remaining Contractual Life in Years | 5 years 9 months 15 days |
Weighted Average Exercise Price | $ 24.60 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 12.48 |
Range of Exercise Prices (Maximum) | $ 12.48 |
Number of Shares Outstanding | shares | 141,833 |
Weighted Average Remaining Contractual Life in Years | 9 years |
Weighted Average Exercise Price | $ 12.48 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 26.40 |
Range of Exercise Prices (Maximum) | $ 26.40 |
Number of Shares Outstanding | shares | 79,370 |
Weighted Average Remaining Contractual Life in Years | 8 years 4 days |
Weighted Average Exercise Price | $ 26.40 |
Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 32.76 |
Range of Exercise Prices (Maximum) | $ 34.68 |
Number of Shares Outstanding | shares | 132,413 |
Weighted Average Remaining Contractual Life in Years | 1 year 7 months 2 days |
Weighted Average Exercise Price | $ 33.96 |
Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 39 |
Range of Exercise Prices (Maximum) | $ 46.80 |
Number of Shares Outstanding | shares | 21,667 |
Weighted Average Remaining Contractual Life in Years | 2 years 2 months 27 days |
Weighted Average Exercise Price | $ 41.04 |
Stockholders' Equity_(Deficit92
Stockholders' Equity/(Deficit) - Estimated Fair Value of Restricted Stock Award (Detail) - Unvested Restricted Stock Awards Excluded from EPS [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Unvested, Beginning Balance | 69,851 | ||
Number of Shares, Granted | 105,824 | ||
Number of Shares, Vested | (75,467) | ||
Number of Shares, Cancelled | (7,513) | ||
Number of Shares Unvested, Ending Balance | 92,696 | 69,851 | |
Weighted Average Grant Date Fair Value Unvested, Beginning Balance | $ 16.56 | ||
Weighted Average Grant Date Fair Value, Granted | 12.48 | $ 17.16 | $ 34.68 |
Weighted Average Grant Date Fair Value, Vested | 12.60 | ||
Weighted Average Grant Date Fair Value, Cancelled | 14.40 | ||
Weighted Average Grant Date Fair Value Unvested, Ending Balance | $ 13.20 | $ 16.56 |
Stockholders' Equity_(Deficit93
Stockholders' Equity/(Deficit) - Summary of Common Stock Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Common Stock Warrants | 0 | 0 |
Class of Warrant One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Common Stock Warrants | 130,208 | |
Exercise Price | $ 43.20 | |
Termination Date | Sep. 11, 2016 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | |||
Net deferred tax asset | $ 0 | ||
Federal income tax rate | 34.00% | 34.00% | 34.00% |
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 143,723,339 | ||
Net operating loss carryforwards expiration year | 2,025 | ||
Net operating loss carryforwards expiration year | 2,035 | ||
Foreign [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 19,620,883 | ||
2025 Through 2027 [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards subject to expiration | 43,000,000 | ||
2028 Through 2034 [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards subject to expiration | $ 101,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Tax (Benefits) are Attributable to Continuing Operations (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | |||
Federal | $ (481,055) | $ 481,055 | |
State | 15,000 | ||
Total | (481,055) | 496,055 | |
Deferred | |||
Federal | $ 0 | 0 | 0 |
State | 0 | 0 | 0 |
Total | $ 0 | $ 0 | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
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) | $ (60,312,726) |
Deferred tax assets | 193,774 | |
Deferred tax liability: | ||
Property and equipment basis | 69,311 | |
Prepaid expenses | 124,463 | |
Deferred tax liabilities | 193,774 | |
Net deferred tax asset | $ 0 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Valuation Allowance (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 64,553,394 | $ 60,312,726 |
Change in valuation allowance | $ 4,240,668 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
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 | ||
Income tax provision (benefit) | $ (481,055) | $ 496,055 |
Income Taxes - Schedule of In99
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Alternative Minimum Tax Rate | 20.00% |
Major Customers - Additional In
Major Customers - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Number of customers | 2 | 1 |
Customer 1 [Member] | ||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Customers accounted from total revenue | 54.40% | 87.20% |
Customer 2 [Member] | ||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Customers accounted from total revenue | 30.10% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Millions | Mar. 11, 2015 | Feb. 28, 2011 | Dec. 31, 2015 | Mar. 30, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2013 | Dec. 09, 2002 | May. 26, 1998 |
Gain Contingencies [Line Items] | |||||||||
Income derived from Cambridge RPC's | $ 12,986 | ||||||||
Post finance cost proceeds | 5.00% | 5.00% | |||||||
Cash and cash equivalents | 2,241,317 | $ 3,143,550 | $ 21,322,257 | $ 10,096,414 | |||||
Working capital deficit | $ 21,100,000 | ||||||||
Bank loan maturity date | Mar. 18, 2017 | ||||||||
Total assets | $ 6,913,016 | $ 25,089,539 | |||||||
Penelope Mining LLC [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Investment in convertible preferred stock | $ 101,000,000 | ||||||||
Investment agreement period | 3 years | ||||||||
Minosa [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Amount of debt financed | $ 14,750,000 | ||||||||
Bank loan amount | 14,750,000 | ||||||||
Subsequent Event [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Grant and issuance of new equity shares | 3 | ||||||||
Maximum [Member] | Galt Resources [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Investment for future revenue rights | $ 7,512,500 | ||||||||
Seattle and Cambridge Projects [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Deferred income from revenue participation rights | $ 887,500 |
Asset Sale and Loan Restruct102
Asset Sale and Loan Restructuring - Additional Information (Detail) - USD ($) | Dec. 10, 2015 | Dec. 31, 2015 |
Restructuring Cost and Reserve [Line Items] | ||
Fair value of asset given up amount | $ 19,125,131 | $ 19,125,131 |
Net carrying book value of assets sold | 13,500,000 | |
Fair value of assets sold | 19,100,000 | |
Carrying value of assets given up | 13,513,223 | |
Gain on debt extinguishment | 5,611,907 | |
Gain on restructure of debt | 891,345 | |
Undiscounted future cash flows | 3,449,632 | |
Inventories [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net carrying book value of assets sold | 5,100,000 | |
Building and Land [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net carrying book value of assets sold | 2,100,000 | |
Accounts Receivable [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net carrying book value of assets sold | $ 6,300,000 | |
Magellan Offshore Services Ltd [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Asset acquisition agreement, percentage of net value of traded asset | 21.25% | |
Asset acquisition agreement, period for transferring amount | 5 years | |
Monaco [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Repayment of borrowed money | $ 11,700,000 |
Asset Sale and Loan Restruct103
Asset Sale and Loan Restructuring - Summary of Combined Carrying Value of All Loans (Detail) - USD ($) | Dec. 31, 2015 | Dec. 10, 2015 |
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | $ 19,125,131 | $ 19,125,131 |
Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 2,000,000 | |
Fifth Third Term [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 3,000,000 | |
Fifth Third SSCA Project Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 7,684,514 | |
Fifth Third Laurel Mortgage [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 1,001,000 | |
Term Loan Interest [Member] | Fifth Third SSCA Project Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 36,614 | |
Term Loan Interest [Member] | Term Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 12,559 | |
Term Loan Interest [Member] | Mortgage Interest Paid [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 3,182 | |
First Tranche [Member] | Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | 5,000,000 | |
Second Tranche [Member] | Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Fair value of assets given up and assigned to debt extinguished | $ 387,262 |
Asset Sale and Loan Restruct104
Asset Sale and Loan Restructuring - Summary of Combined Carrying Value of All Loans (Parenthetical) (Detail) - USD ($) | Dec. 10, 2015 | Dec. 31, 2015 |
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Loans payable | $ 23,466,108 | |
Additional consideration percentage | 21.25% | |
Amount of debt being extinguished | $ 5,000,000 | |
Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Loans payable | $ 5,000,000 | $ 2,000,000 |
Asset Sale and Loan Restruct105
Asset Sale and Loan Restructuring - Schedule of Undiscounted Cash Flows and Revised Carrying Value (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 10, 2015 | |
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Undiscounted future cash flows | $ 3,449,632 | |
Carrying value of all combined loans | 23,466,108 | |
Fair value of assets transferred | (19,125,131) | $ (19,125,131) |
Excess debt carrying value of fair asset value | 4,340,977 | |
Gain on restructure (difference between revised carrying amount and undiscounted future cash flows) | 891,345 | |
Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 2,000,000 | 5,000,000 |
Fair value of assets transferred | (2,000,000) | |
Fifth Third Term [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 3,000,000 | |
Fair value of assets transferred | (3,000,000) | |
Fifth Third SSCA Project Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 7,684,514 | |
Fair value of assets transferred | (7,684,514) | |
Fifth Third SSCA Project Loan [Member] | Term Loan Interest [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 36,614 | |
Fair value of assets transferred | (36,614) | |
Fifth Third Laurel Mortgage [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 1,001,000 | |
Fair value of assets transferred | (1,001,000) | |
Term Loan [Member] | Term Loan Interest [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 12,559 | |
Fair value of assets transferred | (12,559) | |
Mortgage Interest Paid [Member] | Term Loan Interest [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 3,182 | |
Fair value of assets transferred | (3,182) | |
Second Tranche [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Total debt | 375,523 | |
Second Tranche [Member] | Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Monaco Loan | 300,000 | |
Accrued interest | 7,534 | |
Future interest | 67,989 | |
Carrying value of all combined loans | 2,470,703 | |
Fair value of assets transferred | (387,262) | |
Second Tranche [Member] | Monaco Loan [Member] | Term Loan Interest [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 7,534 | |
Third Tranche [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Total debt | 3,074,109 | |
Third Tranche [Member] | Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Monaco Loan | 2,500,000 | |
Accrued interest | 7,534 | |
Future interest | 566,575 | |
Carrying value of all combined loans | 2,242,468 | |
Third Tranche [Member] | Monaco Loan [Member] | Term Loan Interest [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | 7,534 | |
First Tranche [Member] | Monaco Loan [Member] | ||
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | ||
Carrying value of all combined loans | $ 5,000,000 | |
Fair value of assets transferred | $ (5,000,000) |
Quarterly Financial Data - U106
Quarterly Financial Data - Unaudited - Quarterly Financial Data (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue - net | $ 3,312,763 | $ 1,458,653 | $ 443,543 | $ 115,292 | $ 288,486 | $ 120,046 | $ 348,264 | $ 566,086 | $ 5,330,251 | $ 1,322,882 | $ 23,913,949 |
Gross profit | 3,116,411 | 585,136 | 278,957 | (97,584) | 245,915 | 93,020 | 290,379 | 446,481 | |||
Net income (loss) | $ 2,213,781 | $ (4,580,255) | $ (6,126,218) | $ (9,714,471) | $ (5,243,352) | $ (7,415,124) | $ (4,015,881) | $ (9,798,757) | $ (21,251,245) | $ (28,662,488) | $ (14,861,309) |
Basic and diluted net income per share | $ 0.33 | $ (0.61) | $ (0.85) | $ (1.33) | $ (0.72) | $ (1.08) | $ (0.60) | $ (1.44) | $ (2.46) | $ (3.74) | $ (1.61) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 18, 2015 | May. 10, 2012 |
Subsequent Event [Line Items] | ||
Aggregate amount of Notes | $ 8,000,000 | |
Epsilon Acquisitions, LLC [Member] | Notes Payable, Other Payables [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate amount of Notes | $ 3,000,000 | |
Installment amount of Notes | $ 1,500,000 | |
Interest rate of Notes | 10.00% | |
Notes security description | 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. | |
Conversion price of Notes | $ 5 | |
Conversion price of Notes upon default | $ 2.50 | |
Debt instrument maturity date | Mar. 18, 2017 | |
Minosa [Member] | Notes Payable, Other Payables [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate amount of Notes | $ 14,750,000 | |
Debt Instrument, acceleration clause description | The obligations under the Note may be accelerated upon the occurrence of specified events of default including (t) OME’s 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 $100,000; and (z) a change in control (as defined in the Note) occurs. |
Schedule II - Valuation and 108
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Inventory Reserve [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | $ 371,332 | $ 371,332 | $ 367,558 |
Charged (credited) to expenses | 3,774 | ||
Charged (credited) to other accounts | (251,023) | ||
Deductions | (120,309) | ||
Balance at ending of year | 371,332 | 371,332 | |
Accounts Receivable Reserve [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | 4,631,593 | 5,131,593 | 4,820,593 |
Charged (credited) to expenses | 500,000 | ||
Charged (credited) to other accounts | (2,315,796) | ||
Deductions | 500,000 | 189,000 | |
Balance at ending of year | $ 2,315,797 | $ 4,631,593 | $ 5,131,593 |