Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 25, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | 7,718,366 | ||
Entity Public Float | $ 14.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,662,643 | $ 2,241,317 |
Restricted cash | 10,000 | |
Accounts receivable and other, net | 473,806 | 801,575 |
Other current assets | 609,462 | 502,698 |
Total current assets | 2,755,911 | 3,545,590 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 17,188,699 | 22,460,256 |
Marine asset held for sale | 416,329 | |
Accumulated depreciation | (15,809,774) | (19,633,420) |
Total property and equipment | 1,795,254 | 2,826,836 |
NON-CURRENT ASSETS | ||
Other non-current assets | 532,500 | 540,590 |
Total non-current assets | 532,500 | 540,590 |
Total assets | 5,083,665 | 6,913,016 |
CURRENT LIABILITIES | ||
Accounts payable | 1,397,347 | 1,567,620 |
Accrued expenses and other | 5,078,125 | 4,265,456 |
Deferred income and revenue participation rights | 383,148 | |
Derivative liabilities | 3,402,416 | |
Loans payable | 20,731,807 | 15,058,845 |
Total current liabilities | 27,207,279 | 24,677,485 |
LONG-TERM LIABILITIES | ||
Loans payable | 4,335,501 | 3,140,787 |
Deferred income and revenue participation rights | 4,643,750 | 4,643,750 |
Total long-term liabilities | 8,979,251 | 7,784,537 |
Total liabilities | 36,186,530 | 32,462,022 |
Commitments and contingencies (NOTE P) | ||
STOCKHOLDERS' EQUITY/(DEFICIT) | ||
Preferred stock | 0 | 0 |
Common stock - $.0001 par value; 75,000,000 shares authorized; 7,718,366 and; 7,541,111 issued and outstanding | 772 | 754 |
Additional paid-in capital | 207,962,346 | 204,438,148 |
Accumulated deficit | (226,950,436) | (220,634,415) |
Total stockholders' equity/(deficit) before non-controlling interest | (18,987,318) | (16,195,513) |
Non-controlling interest | (12,115,547) | (9,353,493) |
Total stockholders' equity/(deficit) | (31,102,865) | (25,549,006) |
Total liabilities and stockholders' equity/(deficit) | 5,083,665 | 6,913,016 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY/(DEFICIT) | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 24,984,166 | 24,984,166 |
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 | 7,718,366 | 7,541,111 |
Common stock, shares outstanding | 7,718,366 | 7,541,111 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 0 | 20,200 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | |||
Recovered cargo sales and other | $ 7,057 | $ 1,943,709 | $ 1,271,398 |
Exhibit | 58,352 | 51,484 | |
Expedition | 4,675,978 | 3,328,190 | |
Total revenue | 4,683,035 | 5,330,251 | 1,322,882 |
OPERATING EXPENSES | |||
Cost of sales - recovered cargo and other | 1,447,331 | 247,087 | |
Operations and research | 8,267,401 | 11,428,506 | 19,477,227 |
Gain on sale of marine assets | (992,595) | ||
Marketing, general and administrative | 7,959,122 | 11,458,528 | 9,791,260 |
Common stock issued for subsidiary stock option settlement | 2,520,000 | ||
Total operating expenses | 15,233,928 | 26,854,365 | 29,515,574 |
LOSS FROM OPERATIONS | (10,550,893) | (21,524,114) | (28,192,692) |
OTHER INCOME OR (EXPENSE) | |||
Interest income | 137 | 25,302 | |
Interest expense | (2,396,994) | (4,551,799) | (1,560,254) |
Change in derivative liabilities fair value | 3,402,416 | (1,175,971) | 1,001,679 |
(Loss) from unconsolidated entity | (522,500) | ||
Gain on debt extinguishment | 5,611,907 | ||
Other | 467,396 | 388,595 | 104,922 |
Total other income or (expense) | 1,472,818 | 272,869 | (950,851) |
LOSS BEFORE INCOME TAXES | (9,078,075) | (21,251,245) | (29,143,543) |
Income tax benefit (provision) | 481,055 | ||
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (9,078,075) | (21,251,245) | (28,662,488) |
Non-controlling interest | 2,762,054 | 3,044,082 | 2,189,374 |
NET (LOSS) | $ (6,316,021) | $ (18,207,163) | $ (26,473,114) |
LOSS PER SHARE | |||
Basic and diluted | $ (0.84) | $ (2.46) | $ (3.74) |
Weighted average number of common shares outstanding | |||
Basic and diluted | 7,564,082 | 7,413,602 | 7,072,553 |
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] |
Beginning Balance, Shares at Dec. 31, 2013 | 6,990,215 | 2,700 | ||||
Common stock issued for subsidiary stock option settlement, Shares | 0 | |||||
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 | ||||
Beginning Balance at Dec. 31, 2013 | $ 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 | $ 8,558 | 198,323,630 | (202,427,252) | (6,309,411) | $ 3 | |
Total stockholders' equity/(deficit) | $ (10,404,472) | |||||
Preferred stock converted to common, Share | 2,700 | (2,700) | ||||
Common stock issued for subsidiary stock option settlement, Shares | 0 | 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 | |||||
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 | (16,195,513) | $ 754 | 204,438,148 | (220,634,415) | (9,353,493) | |
Total stockholders' equity/(deficit) | $ (25,549,006) | |||||
Common stock issued for subsidiary stock option settlement, Shares | 0 | |||||
Common stock issued for services, shares | 177,255 | |||||
Ending Balance, Shares at Dec. 31, 2016 | 7,718,366 | |||||
Net (loss) | $ (6,316,021) | (6,316,021) | (2,762,054) | |||
Common stock issued for services | $ 18 | 354,155 | ||||
Share-based compensation | 1,662,969 | |||||
Fair value of warrants attached convertible debt | 303,712 | |||||
Beneficial conversion feature on convertible debt | 630,519 | |||||
Net gain on debt extinguishment | 572,843 | |||||
Ending Balance at Dec. 31, 2016 | (18,987,318) | $ 772 | $ 207,962,346 | $ (226,950,436) | $ (12,115,547) | |
Total stockholders' equity/(deficit) | $ (31,102,865) |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Stockholders' Equity / (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) before non-controlling interest | $ (9,078,075) | $ (21,251,245) | $ (28,662,488) |
Adjustments to reconcile net loss to net cash (used) in operating activities: | |||
Loan fee amortization | 15,046 | ||
Note payable interest accretion | 272,826 | 2,278,411 | 587,948 |
Senior convertible debt interest settled with common stock issuance | 73,037 | ||
Share-based compensation | 1,662,978 | 2,697,365 | 2,227,235 |
Depreciation and amortization | 1,063,267 | 1,419,295 | 5,510,909 |
Reversal of bad debt provision | (522,500) | ||
Accounts receivable - reserve | 29,932 | ||
Director fees settled with equity instruments | 176,664 | ||
Fair value of warrants attached to convertible debt | 303,712 | ||
Change in derivatives liabilities fair value | (3,402,416) | 1,175,971 | (1,001,679) |
Loss in unconsolidated entity | 522,500 | ||
Financed lender fees | 50,000 | ||
Loss on sale of property | 29,404 | ||
Gain on transfer of assets and settlement of debt | (5,611,907) | ||
Gain on sale of equipment | (992,595) | ||
Deferred revenue | (383,148) | ||
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 | 297,837 | (615,991) | (6,269,044) |
Inventory | 1,189,123 | (264,904) | |
Other assets | (204,380) | 265,077 | 2,003,546 |
Increase (decrease) in: | |||
Accounts payable | (329,864) | (3,503,353) | (242,041) |
Accrued expenses and other | 2,228,070 | 2,024,299 | (2,532,143) |
NET CASH (USED) IN OPERATING ACTIVITIES | (8,305,192) | (17,164,207) | (28,554,578) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of real estate and equipment | 200,000 | 850,000 | |
Acquisition of subsidiary | (2,000) | ||
Purchase of property and equipment | (129,684) | (48,411) | (2,968,197) |
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES | 70,316 | 799,589 | (2,968,197) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of loan payable | 7,825,000 | 16,750,001 | 17,684,514 |
Restricted cash held as collateral | (10,000) | 520,728 | 10,165,004 |
Repayment of mortgage and loans payable | (158,798) | (1,808,344) | (14,505,450) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 7,656,202 | 15,462,385 | 13,344,068 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (578,674) | (902,233) | (18,178,707) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 2,241,317 | 3,143,550 | 21,322,257 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 1,662,643 | 2,241,317 | 3,143,550 |
SUPPLEMENTARY INFORMATION: | |||
Interest paid | 893,502 | $ 1,419,224 | 989,601 |
Income taxes paid | 15,000 | ||
NON-CASH TRANSACTIONS: | |||
Accrued and director fees compensation paid by equity instruments | 177,500 | 113,126 | |
Accounts payables settled as non-cash consideration for the sale of equipment | 890,598 | ||
Debt and interest payments with common shares | 2,347,826 | ||
Asset received as non-cash consideration for the sale of other property & equipment | $ 350,000 | ||
Investment in unconsolidated entity per debt conversion into entity shares (See NOTE G) | $ 522,500 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - Monaco [Member] $ in Millions | Dec. 10, 2015USD ($) |
Carrying value of assets transferred as consideration for the termination and settlement of debt | $ 13.5 |
Total troubled debt restructuring | $ 20.1 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which establishes a comprehensive revenue recognition standard under GAAP for almost all industries. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein. Early adoption is prohibited. Based on management’s review of this new standard along with the substance of our transactions, management is of the position this standard will not have a material impact on our financial statements. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases, which establishes a comprehensive lease standard under GAAP for virtually all industries. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. The new standard will apply for annual periods beginning after December 15, 2018, including interim periods therein, and requires modified retrospective application. Early adoption is permitted. Based on management’s current understanding of this new standard along with the underlying substance of our operations, management believes it will not have a material impact on our financial statements. Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. 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 of a subsidiary, 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 consolidated financial statements in accordance with U.S. GAAP. 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, marine services 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 marine services 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 Operations. 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, cash equivalents and restricted cash 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. We have $10,000 of restricted cash for collateral related to a corporate credit card program. Inventory Prior to December 10, 2015, Odyssey held two main types of inventory: (i) cargo 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 R for further information. Our inventory principally consisted of cargo recovered from the SS Republic Packaging materials and merchandise were recorded at average cost. This inventory was recorded at the lower of cost or market. Costs associated with the above noted items are the costs included in our costs of sales. 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 enhanced or extended the useful life of vessel related assets qualified to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualified 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 were accounted for under the direct-expensing method and are expensed when incurred. Earnings Per Share See NOTE M regarding our 1-for-12 reverse stock split. Share related amounts have been retroactively adjusted in this report to reflect this reverse stock-split for all periods presented. 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 periods when the Company has income, the Company would calculate basic earnings per share using the two-class method, if required, 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. 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, 2016, 2015 and 2014 the weighted average common shares outstanding were 7,564,082, 7,413,602 and 7,072,553, respectively. For the periods ending December 31, 2016, 2015 and 2014 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: 2016 2015 2014 Average market price during the period $ 3.46 $ 6.36 $ 18.36 In the money potential common shares from options excluded 4,979 — — In the money potential common shares from warrants excluded — — — 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. 2016 2015 2014 Out of the money options and warrants excluded: Stock Options with an exercise price of $3.59 per share 7,521 — — Stock Options with an exercise price of $12.48 per share 137,666 137,667 — Stock Options with an exercise price of $12.84 per share 4,167 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 75,158 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 73,765 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 Stock Options with an exercise price of $41.16 per share 833 3,333 3,333 Stock Options with an exercise price of $42.00 per share 8,333 8,333 8,333 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 — — — Warrants with an exercise price of $3.52 per share 120,000 — — Warrants with an exercise price of $43.20 per share — 130,208 130,208 Total anti-dilutive warrants and options excluded from EPS 437,443 505,491 433,832 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: 2016 2015 2014 Excluded Convertible Preferred Stock — — 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: 2016 2015 2014 Excluded unvested restricted stock awards 113,889 92,587 44,138 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: 12 Month 12 Month 12 Month Net loss $ (6,316,021 ) $ (18,207,163 ) $ (26,473,114 ) Cumulative dividends on Series G Preferred Stock — — — Numerator, basic and diluted net loss available to stockholders $ (6,316,021 ) $ (18,207,163 ) $ (26,473,114 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 7,564,082 7,413,602 7,072,553 Shares used in computation – diluted: Weighted average common shares outstanding 7,564,082 7,413,602 7,072,553 Net loss per share – basic and diluted $ (0.84 ) $ (2.46 ) $ (3.74 ) 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 H 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, 2016 | |
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, 2016, our uninsured cash balance was approximately $1.5 million. We do not have any outstanding loans that bear variable interest rates thus we do not have any corresponding interest rate risk. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE C – ACCOUNTS RECEIVABLE Our accounts receivable consisted of the following: December 31, 2016 December 31, 2015 Trade $ 2,569,108 $ 2,371,304 Related party 205,497 629,400 Other 44,930 116,668 Reserve allowance (2,345,729 ) (2,315,797 ) Accounts receivable, net $ 473,806 $ 801,575 The trade receivable balance at December 31, 2016 and December 31, 2015 consists primarily of a trade receivable from Neptune Minerals, Inc., for which a reserve allowance for the full amount of $2,345,729 and $2,315,797, respectively, has been made for each respective reported period end. In December 2015, as part of the acquisition agreement with Monaco Financial, LLC (“Monaco”), a related party, we sold 50% of the Neptune Minerals, Inc. receivable to Monaco. The remaining receivable balance from Neptune Minerals, Inc. on our balance sheet is owned by us. Monaco and related affiliates owes us $205,497 and $629,400 for the periods ended December 31, 2016 and December 31, 2015, respectively, for support services rendered on their behalf and other items that were not part of the December 10, 2015 acquisition agreement. See NOTE R for further information. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE D – OTHER CURRENT ASSETS Our other current assets consist of the following: December 31, December 31, Prepaid expenses $ 582,616 $ 497,118 Deposits 26,846 5,580 Total other current assets $ 609,462 $ 502,698 For the period ended December 31, 2016, prepaid expenses consisted of $260,321 for directors and officers insurance, $132,316 marine insurance, $166,389 of professional services and $23,590 of other insurances. The deposit balance is comprised of deposits for office space and professional services. 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. 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, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE E – PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, December 31, Marine asset held for sale 416,329 — Computers and peripherals 1,281,469 1,332,767 Furniture and office equipment 2,576,222 2,003,731 Vessel and equipment 13,331,008 19,123,758 Exhibits and related — — 17,605,028 22,460,256 Less: Accumulated depreciation (15,809,774 ) (19,633,420 ) Property and equipment, net $ 1,795,254 $ 2,826,836 During May 2016, we sold our vessel, Odyssey Explorer |
Other Long-Term Assets
Other Long-Term Assets | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Other Long-Term Assets | NOTE F – OTHER LONG-TERM ASSETS Other long-term assets consist of the following: December 31, December 31, Deposits $ 532,500 $ 540,590 Total other long-term assets $ 532,500 $ 540,590 Deposits for both years include $432,500 on account with the United Kingdom’s Ministry of Defense relating to the expense deposits for HMS Sussex Sussex |
Investment In Unconsolidated En
Investment In Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment In Unconsolidated Entity | NOTE G – INVESTMENT IN UNCONSOLIDATED ENTITY Neptune Minerals, Inc. (NMI) Our current investment position in NMI consists of 3,092,488 Class B Common non-voting shares and 2,612 Series A Preferred non-voting shares. These preferred shares are convertible into an aggregate of 261,200 shares of Class B non-voting common stock. Our holdings now constitute an approximate 14% ownership in NMI. At December 31, 2016, our estimated share of unrecognized NMI equity-method losses is approximately $21.3 million. We have not recognized the accumulated $21.3 million in our income statement because these losses exceeded our investment in 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 $21.3 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, 2016. We do not have any financial obligations to NMI, and we are not committed to provide financial support. 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. Accordingly, we are not the primary beneficiary of NMI and are not required to consolidate NMI. At December 31, 2016, the net carrying value of our investment in NMI was zero in our consolidated financial statements. Chatham Rock Phosphate, Ltd. During 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 ordinary shares to us. The shares currently represent less than 3% of the outstanding equity of CRP. With CRP being a thinly traded stock and pursuant to guidance per ASC 320: Debt and Equity Securities |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE H – DERIVATIVE FINANCIAL INSTRUMENTS The following tables summarize the components of our derivative liabilities and linked common shares as of December 31, 2016 and December 31, 2015 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 — 3,396,191 Warrant derivatives* Senior Convertible Notes — 6,225 Warrant derivatives — 6,225 Total derivative liabilities $ — $ 3,402,416 * The warrant derivatives expired unexercised on November 11, 2016. December 31, December 31, Common shares linked to derivative liabilities: Embedded derivatives: 2014 Convertible Promissory Notes* — 3,174,604 — 3,174,604 Warrant derivatives Senior Convertible Notes — 130,208 — 130,208 Total common shares linked to derivative liabilities — 3,304,812 * The common shares indexed to the 2014 Convertible Promissory Notes are shares indexed to Oceanica. Years ended December 31, 2016 2015 Derivative income (expense): Unrealized gains (losses) from fair value changes: 2014 Convertible Promissory Notes $ 3,944,763 $ (1,280,873 ) Warrant derivatives (542,347 ) 104,902 Total derivative income (expense) $ 3,402,416 $ (1,175,971 ) 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 March 8, 2016 (Modification Date), December 31, 2015, and the inception dates (Tranche 1 – August 14, 2014, Tranche 2 – October 1, 2014, Tranche 3 – December 1, 2014): Tranche 1 – August 14, 2014: March 8, 2016*** December 31, 2015 August 14, 2014 Underlying price on valuation date* $1.25 $2.50 $2.50 Contractual conversion rate $3.15 $3.15 $3.15 Contractual term to maturity** 1.82 Years 2.00 Years 2.00 Years Implied expected term to maturity 1.24 Years 1.82 Years 1.85 Years Market volatility: Range of volatilities 96.0% - 154.0% 85.2% - 109.8% 37.0% - 62.2% Equivalent volatilities 120.1% 98.1% 51.2% Contractual interest rate 11.00% 11.00% 8.0% - 11.0% Equivalent market risk adjusted interest rates 11.60% 11.00% 9.50% Range of credit risk adjusted yields 3.49% - 5.02% 3.29% - 4.22% 3.94% - 4.45% Equivalent credit risk adjusted yield 4.13% 3.76% 4.15% Tranche 2 – October 1, 2014: March 8, 2016*** December 31, 2015 October 1, 2014 Underlying price on valuation date* $1.25 $2.50 $2.50 Contractual conversion rate $3.15 $3.15 $3.15 Contractual term to maturity** 1.82 Years 2.00 Years 2.00 Years Implied expected term to maturity 1.24 Years 1.82 Years 1.79 Years Market volatility: Range of volatilities 96.0% - 154.0% 85.2% - 109.8% 58.6% - 75.3% Equivalent volatilities 120.1% 98.1% 68.00% Contractual interest rate 11.00% 11.00% 8.0% - 11.0% Equivalent market risk adjusted interest rates 11.60% 11.00% 9.25% Range of credit risk adjusted yields 3.49% - 5.02% 3.29% - 4.22% 3.97% - 4.61% Equivalent credit risk adjusted yield 4.13% 3.76% 4.24% Tranche 3 – December 1, 2014: March 8, 2016*** December 31, 2015 December 1, 2014 Underlying price on valuation date* $1.25 $2.50 $2.50 Contractual conversion rate $3.15 $3.15 $3.15 Contractual term to maturity** 1.82 Years 2.00 Years 2.00 Years Implied expected term to maturity 1.24 Years 1.82 Years 1.76 Years Market volatility: Range of volatilities 96.0% - 154.0% 85.2% - 109.8% 61.8% - 79.8% Equivalent volatilities 120.1% 98.1% 72.2% Contractual interest rate 11.00% 11.00% 8.0% - 11.0% Equivalent market risk adjusted interest rates 11.60% 11.00% 9.25% Range of credit risk adjusted yields 3.49% - 5.02% 3.29% - 4.22% 4.29% - 4.84% Equivalent credit risk adjusted yield 4.13% 3.76% 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 was originally based on private sales of the subsidiary’s shares because that was the best indicator of the value of the shares in the past. The last 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 past in the MCS calculations was the $2.50 for the inception dates and December 31, 2015. Being far removed from December 2013 while considering the modification in March 2016 of the new option price of $1.00 and other market conditions currently prevailing, management determined $1.25 to be fairly representative of the per share fair value. ** On December 10, 2015 the term was extended to December 31, 2017. In March 2016 the term was extended to April 1, 2018. *** In March 2016 the purchase price of the share purchase options was modified to $1.00 per share. As a result of the re-pricing, the share purchase options no longer require measurement as derivative liabilities. The MCS were calculated for the instruments just prior to the modification on March 8, 2016. 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, 2016 and 2015. For the years ended December 31, 2016 2015 Balances at January 1 $ 3,396,191 $ 2,115,318 Issuances — — Modification (1,456,826 ) — Changes in fair value inputs and assumptions reflected in income (1,939,365 ) 1,280,873 Balances at December 31 $ — $ 3,396,191 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 150,000 of our common shares in connection with the Series G Convertible Preferred Stock Financing. During April 4-8, 2011, we issued warrants to acquire 43,750 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 108,507 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 and are no longer outstanding. 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, 2016 and December 31, 2015: December 31, December 31, 2016 2015 Linked common shares 130,208 130,208 Quoted market price on valuation date $3.59 $3.24 Contractual exercise price $43.20 $43.20 Term (years) 0.60 1.35 Range of market volatilities 29.9% - 158.8% 92.9% - 113.2% Risk free rates using zero coupon US Treasury Security rates 0.20% - 0.45% 0.16% - 0.65% * The warrants expired unexercised on November 8, 2016. 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, 2016 and 2015. Years ended 2016 2015 Balances at January 1 $ 6,225 $ 111,127 Changes in fair value inputs and assumptions reflected in income (6,082 ) (104,902 ) Expired (143 ) Balances at December 31 $ — $ 6,225 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. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Loans Payable | NOTE I – LOANS PAYABLE The Company’s consolidated notes payable consisted of the following at December 31, 2016 and 2015: December 31, 2016 December 31, Note 1 – Monaco 2014 2,800,000 3,449,631 Note 2 – Monaco 2016 1,535,501 — Note 3 – MINOSA 14,750,001 14,750,001 Note 4 – Epsilon 5,981,806 — $ 25,067,308 $ 18,199,632 Note 1 – Monaco 2014 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 loan was issued in three tranches: (i) $5.0 million (the “First Tranche”) was advanced upon execution of the Loan Agreement; (ii) $2.5 million (the “Second Tranche”) was issued on October 1, 2014; and (iii) $2.5 million (the “Third Tranche”) was issued on December 1, 2014. The Notes bear an interest rate of 11%. The Notes also contain an option whereby Monaco can purchase shares of Oceanica held by Odyssey (the “Share Purchase Option”) 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 $1.0 million or more in the aggregate. The share purchase option was not clearly and closely related to the host debt agreement and required bifurcation. On December 10, 2015, these promissory notes were amended as part of the asset acquisition agreement with Monaco, see NOTE R. The amendment included the following material changes: (i) $2.2 million of the indebtedness represented by the Notes was extinguished, (ii) $5.0 million of the indebtedness represented by the Notes ceased to bear interest and is only repayable under certain circumstances from certain sources of cash, and (iii) the maturity date on the Notes was extended to December 31, 2017. During March 2016, the maturity date was amended to April 1, 2018 and the purchase price of the Share Purchase Option was re-priced to $1.00 per share. See “Loan Modification (March 2016)” below. The outstanding interest-bearing balance of these Notes at December 31, 2016 was $2.8 million. The book carrying value of the Notes was $2.8 million, all of which is classified as long term. Amortization of the debt discount included in interest expense during the year ended December 31, 2015 amounted to $1,895,263. There is no amortization in 2016. Note 2 – Monaco 2016 In March 2016, Monaco agreed to lend us an additional $1.825 million, which is the face value at December 31, 2016. These loan proceeds were received in full during the first quarter of 2016. The indebtedness bears interest at 10.0% percent per year. All principal and any unpaid interest is payable on April 15, 2018. The indebtedness is convertible at any time until the maturity date into shares of Oceanica held by us at a conversion price of $1.00 per share. Pursuant to this loan and as security for the indebtedness, Monaco was granted a second position in a security interest in (a) one-half of the indebtedness evidenced by the Amended and Restated Consolidated Note and Guaranty, dated September 25, 2015 (the “ExO Note”), in the original principal amount of $18.0 million, issued by Exploraciones Oceanicas S. de R.L. de C.V. to Oceanica Marine Operations, S.R.L. (“OMO”), and all rights associated therewith (the “OMO Collateral”); and (b) all technology and assets aboard the MV Dorado Discovery and in our possession or control used for offshore exploration, including an ROV system, deep-tow search systems, winches, multi-beam sonar, and other equipment. The carrying value of this equipment is $1.7 million. We unconditionally and irrevocably guaranteed all obligations of Odyssey and its subsidiaries to Monaco under this loan agreement. As further consideration for the loan, Monaco was granted an option (the “Option”) to purchase the OMO Collateral. The Option is exercisable at any time before the earlier of (a) the date that is 30 days after the loan is paid in full or (b) the maturity date of the ExO Note, for aggregate consideration of $9.3 million, $1.8 million of which would be paid at the closing of the exercise of the Option, with the balance paid in ten monthly installments of $750,000. 2016 interest accrued on this debt is $143,774. Accounting considerations 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 option to purchase the OMO Collateral is an embedded feature that is not clearly and closely related to the host debt agreement and thus requires bifurcation. Since the option is out of the money, it has no material fair value as of the inception date or at December 31, 2016. The debt agreement did not contain any additional embedded terms or features that have characteristics of derivatives. However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the market price on the date of issuance, therefore a BCF of $456,250 was recorded. The BCF represents a debt discount which will be amortized over the life of the loan. For the year ended December 31, 2016, interest expense related to the discount in the amount of $166,750 was recorded. Loan modification (December 2015) In connection with the Acquisition Agreement entered into with Monaco on December 10, 2015, Monaco agreed to modify certain terms of 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 R, 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 was to be recorded going forward. Interest payments in the three months ended March 31, 2016 reduced the carrying value. Loan modification (March 2016) In connection with the $1.825 million loan agreement with Monaco in March 2016, the existing $2.8 million notes were modified. Of the $2.8 million existing loans, $1,349,603 is convertible into shares of Oceanica at a fixed conversion price of $1.00 per share while the remaining $1,450,397 is not convertible. Additionally, the modification eliminated Monaco’s option (“share purchase option”) to purchase 3,174,603 shares of Oceanica stock at a price of $3.15 per share. The modification was analyzed under ASC 480 Distinguishing Liabilities from Equity Step 1 Monaco loans Loan one Forward cash flows: Principal $ 2,800,000 Interest 559,463 Total forward cash flows $ 3,359,463 Present value of forward cash flows $ 2,554,371 Fair value of equity conversion option 1,063,487 Fair value of debt $ 3,617,858 Significant inputs and results arising from the Binomial Lattice process are as follows for the conversion option that is classified in equity after the modification in March 2016: Underlying price on valuation date $1.25 Contractual conversion rate $1.00 Contractual term to maturity 1.82 Years Implied expected term to maturity 1.82 Years Market volatility: Range of volatilities 96.0% - 154.0% Equivalent volatilities 120.1% Risk free rates using zero coupon US Treasury Security rates 0.29% - 0.68% Equivalent market risk adjusted interest rates 0.52% Monaco loans Loan one Forward cash flows: Face value $ 2,800,000 Fair value 3,617,858 Difference (premium)* $ 817,858 * ASC 470-20-25-13 provides that if a convertible debt instrument is issued at a substantial premium, there is a presumption that such premium represents paid in capital. Since the total face amount of the new loans is $2,800,000, we conclude that the $817,858 was substantial and recorded that premium to additional paid-in capital. Step 2 Allocation Derivative liabilities (share purchase options) $ 1,456,825 Monaco Loan (Old Debt) 3,372,844 Monaco Loan (New Debt) (2,800,000 ) APIC (Premium) (817,858 ) Difference to APIC* $ 1,211,811 * The difference between the fair value of the new debt and the sum of the pre-modification carrying amount of the old debt and the share purchase option’s fair value represented a gain on extinguishment. ASC 470-50-40-2 indicates that debt restructuring with a related party may be in essence a capital transaction and as a result the gain upon extinguishment was recognized in additional paid in capital. Note 3 – MINOSA On March 11, 2015, in connection with a Stock Purchase Agreement (See NOTE M), 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, 2016 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 $40.0 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 $ 1,723,492 $ 14,366,853 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 $ 1,750,0001 $ 14,750,001 The option amount of $383,148 represented a debt discount (see NOTE L). This discount has been fully accreted up to face value using the effective interest method. Accrued interest recorded on the note for the year ended December 31, 2016 amounted to $1,159,825. Note 4 – Epsilon On March 18, 2016 we entered into a Note Purchase Agreement (“Purchase Agreement”) with Epsilon Acquisitions LLC (“Epsilon”). Pursuant to the Purchase Agreement, Epsilon loaned us $3.0 million in two installments of $1.5 million on March 31, 2016 and April 30, 2016. The indebtedness bears interest at a rate of 10% per annum and is due on March 18, 2017. We were also responsible for $50,000 of the lender’s out of pocket costs. This amount is included in the loan balance. In pledge agreements related to the loans, we granted security interests to Epsilon in (a) the 54 million cuotas (a 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 the Odyssey Pledgors, and (c) all of the outstanding equity in OME. Epsilon has the right to convert the outstanding indebtedness 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 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 March 18, 2017, the maturity date of the $14.75 million loan extended by MINOSA to OME pursuant to the Stock Purchase Agreement. The indebtedness may be accelerated upon the occurrence of specified events of default including (a) OME’s failure to pay any amount payable on the date due and payable; (b) OME or we fail to perform or observe any term, covenant, or agreement in the Purchase Agreement or the related documents, subject to a five-day cure period; (c) 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; (d) the Stock Purchase Agreement shall have been terminated; (e) 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; (f) the entry of judgment or award against OME or any of its subsidiaries in excess or $100,000; and (g) a change in control (as defined in the Purchase Agreement) occurs. In connection with the execution and delivery of the 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. 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. However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the Company’s stock price on the date of issuance, therefore a BCF of $96,000 was recorded. The BCF represents a debt discount which will be amortized over the life of the loan. For the year ended December 31, 2016, interest expense related to the discount in the amount of $73,433 was recorded. Loan modification (October 1, 2016) On October 1, 2016 Odyssey Marine Enterprises, Ltd. (“OME”), entered into an Amended and Restated Note Purchase Agreement (the “Restated Note Purchase Agreement”) with Epsilon Acquisitions LLC (“Epsilon”). In connection with the existing $3.0 million loan agreement, Epsilon agreed to lend an additional $3.0 million of secured convertible promissory notes. The convertible promissory notes bear an interest rate of 10.0% per annum and are due and payable on March 18, 2017. The principal balance of this debt at December 31, 2016 is $6,050,000. Epsilon has the right to convert all amounts outstanding under the Restated Note into shares of our common stock upon 75 days’ notice to OME or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the applicable conversion price, which is (a) $5.00 per share with respect to the $3.0 million already advanced under the Restated Note and (b) with respect to additional advances under the Restated Note, the five-day volume-weighted average price of our common stock for the five trading day period ending on the trading day immediately prior to the date on which OME submits a borrowing notice for such advance. On January 25, 2017, Epsilon provided notice to us that it will convert the initial $3.0 million plus accrued interest per the Restated Note Purchase Agreement at $5.00 per share in accordance with the terms of the agreement. Notwithstanding anything herein to the contrary, we shall not issue any of our common stock upon conversion of any outstanding tranche (other than the first $3.0 million already advanced) under this Restated Note in excess of 1,388,769 shares of common stock. The additional tranches were issued as follows: (a) $1,000,000 (“Tranche 3”) was issued on October 16, 2016 with a conversion price of $3.52 per share; (b) $1,000,000 (“Tranche 4”) was issued on November 15, 2016 with a conversion price of $4.19 per share; and (c) $1,000,000 (“Tranche 5”) was issued on December 15, 2016 with a conversion price of $4.13 per share. During 2016, Epsilon assigned $2,000,000 of this debt to MINOSA under the same terms as the original debt. As an inducement for the issuance of the additional $3.0 million of promissory notes, we also delivered to Epsilon a common stock purchase warrant (the “Warrant”) pursuant to which Epsilon has the right to purchase up to 120,000 shares of our common stock at an exercise price of $3.52 per share, which exercise price represents the five-day volume-weighted average price of our common stock for the five trading day period ending on the trading day immediately prior to the day on which the Warrant was issued. Epsilon may exercise the Warrant in whole or in part at any time during the period ending October 1, 2021. The Warrant includes a cashless exercise feature and provides that, if Epsilon is in default of its obligations to fund any advance pursuant to and in accordance with the Restated Note Purchase Agreement, then, thereafter, the maximum aggregate number of shares of common stock that may be purchased under the Warrant shall be the number determined by multiplying 120,000 by a fraction, (a) the numerator of which is the aggregate principal amount of advances that have been extended to the OME by Epsilon pursuant to the Restated Note Purchase Agreement on or after the date of the Warrant and prior to the date of such failure and (b) the denominator of which is $3.0 million. Interest accrued on this debt in 2016 is $259,372. Accounting considerations We evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity Derivatives and Hedging Property, Plant and Equipment Tranche 3 Tranche 4 Tranche 5 Promissory Note $ 981,796 $ 939,935 $ 1,000,000 Beneficial Conversion Feature (“BCF”)* 18,204 60,065 — Proceeds $ 1,000,000 $ 1,000,000 $ 1,000,000 A beneficial conversion feature arises when the calculation of the effective conversion price is less than the Company’s stock price on the date of issuance. Tranche 5 did not result in a BCF because the effective conversion price was greater than the company’s stock price on the date of issuance. The warrants fair values were calculated using Black-Scholes Merton (“BSM”). The aggregate fair value of the warrants totaled $303,712. Since the warrants were issued as an inducement to Epsilon to issue additional debt, we recorded an inducement expense of $303,712. On January 25, 2017 Epsilon provided notice it will convert the original $3.0 million advanced plus accrued interest under the Restated Note at $5.00 per share in accordance with the terms of the restated note. Long-Term Obligation Maturities Total 2017 2018 2019 2020 2021 More than Long term obligations $ 4,335,501 $ — $ 4,335,501 $ — $ — $ — $ — Operating lease 481,920 240,960 240,960 — — — — Interest on obligations 611,945 491,000 120,945 — — — — Total obligations $ 5,429,366 $ 731,960 $ 4,697,406 $ — $ — $ — $ — Long-term obligations represent the amounts due on our existing loans as described above. We entered into a three year operating lease commencing January 2016 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 I and NOTE R for further information. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE J – ACCRUED EXPENSES Accrued expenses consist of the following: 2016 2015 Compensation and bonuses $ 1,687,214 $ 866,551 Vessel operations — 1,528,478 Professional services 544,412 942,604 Interest 2,391,857 828,888 Accrued insurance payable 393,715 — Other operating 60,927 98,935 Total accrued expenses $ 5,078,125 $ 4,265,456 Vessel operations related 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 $401,000 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 2017, 2018 and 2019. Mr. Stemm has an additional $80,509 of fees due in accounts payable at December 31, 2016. These fees will be remitted at a mutually agreeable time in the future. Compensation and bonus includes $0.6 million accrued incentive awards for the company employees for 2015 and prior and $1.1 million for 2016. However, the Board of Directors will only approve incentives to be paid when and if there is sufficient excess cash above and beyond normal operating means. Other operating expenses contain general items due resulting from general operations. Accrued interest is due to MINOSA, Epsilon and Monaco per debt agreements described in NOTE I. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE K – 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”). See NOTE R for further information. We had accounts receivable with Monaco and related affiliates at December 31, 2016 and 2015 of $205,496 and $629,400, respectively. We had general operating payables with Monaco at December 31, 2016 and 2015 of $267,824 and $47,858, respectively. See NOTE I for further debt commitments between the entities. Based on the economic substance of these business transactions, we consider Monaco Financial, LLC to be an affiliated company, thus a related party. We do not own any financial interest in Monaco. During the third quarter of 2016, we performed and completed marine shipwreck search and recovery charter services for this related party, and recognized revenue of $2.9 million. We also lease our corporate office space on an annually renewable basis from Monaco at $20,080 per month. |
Deferred Income and Revenue Par
Deferred Income and Revenue Participation Rights | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Income and Revenue Participation Rights | NOTE L – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS The Company’s participating revenue rights and deferred revenue consisted of the following at December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 “ 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 $ 4,643,750 $ 5,026,898 “ 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 I) 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 and has been charged to other income. |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity/(Deficit) | NOTE M – 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 I. Warrants In conjunction with the Restated Note Purchase Agreement related to Note 4 – Epsilon in NOTE I, we issued warrants tied to each of the three tranches of debt issued. Each warrant grant tied to each tranche of debt issued contained 40,000 warrants. A total of 120,000 warrants were granted. These warrants have an expiration date of October 1, 2021. Each 40,000 warrants have their own exercise price which is $3.52. Each single warrant is exercisable to purchase one share of our common stock. 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 shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split): Convertible Preferred Stock Shares Price Total Series AA-1 8,427,004 $ 12.00 $ 101,124,048 Series AA-2 7,223,145 $ 6.00 43,338,870 15,650,149 $ 144,462,918 The Investor’s option to purchase the Series AA-2 shares is subject to the closing price of the Common Stock on the NASDAQ market having been greater than or equal to $15.12 per share for a period of twenty (20) consecutive business days on which the NASDAQ market 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 original maximum number of shares that were to be used for Incentive Stock Options (“ISO”) under the Plan was 450,000. During our June 2016 stockholders meeting, the stockholders approved the addition of 200,000 incremental shares to the Plan. 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-qualified 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, 2016, 2015 and 2014 was $1,778,461, $2,348,744 and $2,081,482, respectively. We did not grant stock options to employees in 2016. We did grant two outside directors options in 2016 for their quarterly fees related to the last three quarters of the year. The weighted average estimated fair value of stock options granted during the fiscal years ended December 31, 2016, 2015 and 2014 were $1.75, $8.52 and $14.88, 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, 2016, 2015 and 2014: 2016 2015 2014 Risk-free interest rate 1.29 - 2.25% 1.78 - 2.00% 2.10 - 2.70% Expected volatility of common stock 80.87 - 82.69% 64.47 - 65.95% 63.5 - 65.0% Dividend yield 0% 0% 0% Expected life of options 8.2 years 6.1 - 8.2 years 6.1 - 8.2 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 Weighted Average 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 Granted 22,493 $ 2.74 Exercised — $ — Cancelled (65,361 ) $ 32.82 Outstanding at December 31, 2016 332,415 $ 21.55 Options exercisable at December 31, 2014 221,109 $ 33.24 Options exercisable at December 31, 2015 275,735 $ 27.48 Options exercisable at December 31, 2016 300,751 $ 22.30 The aggregate intrinsic values of options exercisable for the fiscal years ended December 31, 2016, 2015 and 2014 were $16,633, $0 and $0, respectively. The aggregate intrinsic values of options outstanding for the fiscal years ended December 31, 2016, 2015 and 2014 were $16,633, $0 and $0, respectively. The aggregate intrinsic values of options exercised during the fiscal years ended December 31, 2016, 2015 and 2014 are $0, $0 and $0, 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, 2016, 2015 and 2014 was $828,497, $1,449,216 and $1,154,984, respectively. As of December 31, 2016, there was $229,283 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 1.0 years. The following table summarizes information about stock options outstanding at December 31, 2016: Stock Options Outstanding Range of Exercise Prices Number of Shares Weighted Average Weighted Average $2.02 - $12.84 164,326 8.23 $ 11.16 $26.40 - $26.40 75,158 7.00 $ 26.40 $34.68 - $39.00 82,098 1.07 $ 35.12 $41.16 - $46.80 10,833 0.92 $ 42.67 332,415 5.94 $ 21.55 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, 2016 and changes during the year ended December 31, 2016 is presented as follows: Number of Weighted Average Unvested at December 31, 2015 92,696 $ 13.20 Granted 388,573 $ 3.54 Vested (209,183 ) $ 5.43 Cancelled (33,165 ) $ 4.65 Unvested at December 31, 2016 238,921 $ 5.41 The fair value of restricted stock awards vested during the years ended December 31 2016, 2015 and 2014 was $715,406, $318,000 and $911,641, respectively. The fair value of unvested restricted stock awards remaining at the periods ended December 31, 2016, 2015 and 2014 is $817,110, $300,334 and $1,158,684, respectively. The weighted-average grant date fair value of restricted stock awards granted during the periods ended December 31, 2016, 2015 and 2014 were $3.54, $12.48 and $17.16, respectively. The weighted-average remaining contractual term of these restricted stock awards at the periods ended December 31, 2016, 2015 and 2014 are 2.0, 2.6 and 3.6 years, respectively. As of December 31, 2016, there was a total of $1,242,964 unrecognized compensation cost related to unvested restricted stock awards. The following table summarizes our common stock warrants outstanding at December 31, 2016: Common Stock Warrants Exercise Price Termination Date 120,000 $ 3.52 10/01/2021 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE N – INCOME TAXES As of December 31, 2016, the Company had consolidated income tax net operating loss (“NOL”) carryforwards for federal tax purposes of approximately $154,327,996 and net operating loss carryforwards for foreign income tax purposes of approximately $25,217,427. 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 2036, approximately $112 million of the NOL will expire. The components of the provision for income tax (benefits) are attributable to continuing operations as follows: December 31, December 31, December 31, Current Federal $ — $ — $ (481,055 ) State — — — $ — $ — $ (481,055 ) 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 $ 61,633,401 Capital loss carryforward 245,098 Accrued expenses 197,751 Reserve for accounts receivable 1,062,222 Start-up costs 25,598 Excess of book over tax depreciation 2,190,075 Stock option and restricted stock award expense 2,166,948 Investment in unconsolidated entity 2,229,210 Less: valuation allowance (69,481,041 ) $ 269,262 Deferred tax liability: Property and equipment basis $ 69,311 Prepaid expenses 199,951 $ 269,262 Net deferred tax asset $ — As reflected above, we have recorded a net deferred tax asset of $0 at December 31, 2016. As required by the Accounting for Income Taxes The change in the valuation allowance is as follows: December 31, 2016 $ 69,481,041 December 31, 2015 64,553,394 Change in valuation allowance $ 4,927,647 Income taxes for the twelve month periods ended December 31, 2016 and 2015 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, December 31, December 31, Expected (benefit) $ (2,186,550 ) $ (6,190,436 ) $ (9,908,804 ) Effects of: State income taxes net of federal benefits (65,082 ) (184,257 ) (294,933 ) Nondeductible expense (1,083,185 ) 1,854,717 (126,601 ) Change in valuation allowance 4,189,828 4,900,061 10,469,108 Foreign Rate Differential (855,011 ) (380,085 ) (138,770 ) Reversal of Prior Year AMT Accrual — — (481,055 ) $ — $ — $ (481,055 ) We have deemed no adjustment is necessary to 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 2013. |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Major Customers | NOTE O – MAJOR CUSTOMERS For the fiscal year ended December 31, 2016, we had two customers who accounted for 61.4% and 38.5% of our total revenue. During the fiscal year ended December 31, 2015, we had two customers who accounted for 54.4% and 30.1% of our total revenue. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE P – 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 3.0 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 our 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 for 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. On May 23, 2016 we received NASDAQ communication notifying us our market capitalization was below the required minimum of $35.0 million for 30 consecutive days. We had 180 days to regain compliance in which we did not. A hearing was scheduled with NASDAQ for February 2017 per NASDAQ’s procedures. Before the hearing took place, on January 30, 2017 we received a confirmation from NASDAQ affirming the deficiency has been cured, and that we are in compliance with all applicable listing standards. Our 2017 business plan requires us to generate new cash inflows 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. In February 2017 we executed a letter of intent for a financing agreement with an affiliate of our related party, Monaco Financial, LLC for up to $5.0 million of which we received $750,000, see NOTE T. 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 – Financings.) If cash inflow is not sufficient to meet our desired projected business plan requirements, we will be required to follow a contingency business plan which is based on curtailed expenses and fewer cash requirements. Our consolidated non-restricted cash balance at December 31, 2016 was $1.6 million which is insufficient to support operations for the following 12 months. We have a working capital deficit at December 31, 2016 of $24.5 million. Our largest loan of $14.75 million from MINOSA has a maturity date of March 18, 2017. We pledged the majority of our remaining assets to MINOSA, and its affiliates, and to Monaco Financial LLC, leaving us with few opportunities to raise additional funds from our balance sheet. The total consolidated book value of our assets was $5.1 million at December 31, 2016 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 of the coast of 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. |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | NOTE Q – QUARTERLY FINANCIAL DATA – UNAUDITED The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2016 and 2015. 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, 2016 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 582,477 $ 1,217,318 $ 2,883,240 $ — Gross profit 582,477 1,217,318 2,883,240 — Net income (loss) 84,644 (1,858,778 ) (2,132,303 ) (2,409,584 ) Basic and diluted net income per share $ 0.01 $ (0.25 ) $ (0.28 ) $ (0.32 ) 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 |
Asset Sale and Loan Restructuri
Asset Sale and Loan Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Asset Sale and Loan Restructuring | NOTE R – 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) step1: 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) step3: 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. Step1 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 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 $5,611,907 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. Future Cash Flows: Amount 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 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. |
Other Debt
Other Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Other Debt | NOTE S – OTHER DEBT During August 2016, we entered into an agreement with a vendor allowing the vendor to purchase certain marine assets from us. Resulting from this transaction, we are carrying a $500,000 trade payable in accounts payable that has terms attached. This final balance of $500,000 is the final amount owed to this vendor from prior dealings. This remaining trade payable bears a simple annual interest rate of 12%. As collateral, they have been granted a primary lien on certain of our equipment. The carrying value of this equipment is zero. If this equipment generates revenue for us, the greater of 15% of gross revenue or 50% of net proceeds received will be applied to the outstanding balance of this debt. There are no covenants. This agreement matures in August of 2018. The balance is included in our Accounts payable balance at December 31, 2016 and is expected to be settled in 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE T – SUBSEQUENT EVENTS (UNAUDITED) In February 2017, we entered into a non-binding Letter of Intent with an investor for a financing arrangement whereas they will extend debt financing for up to $5.0 million of which $750,000 has already been advanced. This loan is to carry a simple interest rate of 10% and is to mature 24 months from the initial closing date. The closing date is to occur by March 15, 2017. If prior to June 1, 2017, the lender enters into a contract with us to provide $2.0 million or more to fund shipwreck search and recovery projects, the commitment to fund the debt shall be reduced to $3.0 million. As a commitment fee for entering into this Letter of Intent underlying the pending debt arrangement, we have assigned to the lender the remaining Neptune Minerals, Inc. trade receivable of $2,345,729 as disclosed in NOTE C. This receivable is fully reserved and has a carrying value of zero. The debt agreement is to be collateralized with 50% of our equity interests in one of our wholly owned subsidiaries. This subsidiary is one of our foreign entities in the early stages of developing a new-deep sea mineral deposit. The lender will also have a security interest in our contractual rights to receive payments from Magellan Offshore Services Ltd, also an affiliate of Monaco Financial LLC, resulting from our share of profits of cargo recovered from shipwrecks. All or a portion of this loan will be convertible into up to 50% of our equity interests in our wholly owned subsidiary. If the lender chooses to convert the debt, each $1.0 million of indebtedness is to be convertible into 10% of the equity interest of our wholly owned subsidiary, up to 50%. If the loan is paid in full, the lender will still have the option to buy up to 50% of the equity interest in the same manner as the aforementioned $1.0 million per 10%. This option will remain for twelve months after the loan is paid in full. After this twelve-month period, the lender may extend the option for up to two additional years by making a payment of $0.5 million per year. We have not determined the applicable accounting for this transaction at the time of this filing. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | For the Fiscal Years of 2014, 2015 and 2016 ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES Balance at Charged Charged Deductions Balance at Inventory reserve 2014 371,332 — — — 371,332 2015 371,332 — (251,023 ) (120,309 ) — 2016 — — — — — Accounts receivable reserve 2014 5,131,593 — — 500,000 4,631,593 2015 4,631,593 — (2,315,796 ) — 2,315,797 2016 2,315,797 — (29,932 ) — 2,345,729 |
Organization and Summary of S30
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [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. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which establishes a comprehensive revenue recognition standard under GAAP for almost all industries. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein. Early adoption is prohibited. Based on management’s review of this new standard along with the substance of our transactions, management is of the position this standard will not have a material impact on our financial statements. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases, which establishes a comprehensive lease standard under GAAP for virtually all industries. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. The new standard will apply for annual periods beginning after December 15, 2018, including interim periods therein, and requires modified retrospective application. Early adoption is permitted. Based on management’s current understanding of this new standard along with the underlying substance of our operations, management believes it will not have a material impact on our financial statements. Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. 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 of a subsidiary, 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 consolidated financial statements in accordance with U.S. GAAP. 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, marine services 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 marine services 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 Operations. 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, cash equivalents and restricted cash 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. We have $10,000 of restricted cash for collateral related to a corporate credit card program. |
Inventory | Inventory Prior to December 10, 2015, Odyssey held two main types of inventory: (i) cargo 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 R for further information. Our inventory principally consisted of cargo recovered from the SS Republic Packaging materials and merchandise were recorded at average cost. This inventory was recorded at the lower of cost or market. Costs associated with the above noted items are the costs included in our costs of sales. 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 enhanced or extended the useful life of vessel related assets qualified to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualified 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 were accounted for under the direct-expensing method and are expensed when incurred. |
Earnings Per Share | Earnings Per Share See NOTE M regarding our 1-for-12 reverse stock split. Share related amounts have been retroactively adjusted in this report to reflect this reverse stock-split for all periods presented. 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 periods when the Company has income, the Company would calculate basic earnings per share using the two-class method, if required, 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. 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, 2016, 2015 and 2014 the weighted average common shares outstanding were 7,564,082, 7,413,602 and 7,072,553, respectively. For the periods ending December 31, 2016, 2015 and 2014 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: 2016 2015 2014 Average market price during the period $ 3.46 $ 6.36 $ 18.36 In the money potential common shares from options excluded 4,979 — — In the money potential common shares from warrants excluded — — — 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. 2016 2015 2014 Out of the money options and warrants excluded: Stock Options with an exercise price of $3.59 per share 7,521 — — Stock Options with an exercise price of $12.48 per share 137,666 137,667 — Stock Options with an exercise price of $12.84 per share 4,167 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 75,158 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 73,765 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 Stock Options with an exercise price of $41.16 per share 833 3,333 3,333 Stock Options with an exercise price of $42.00 per share 8,333 8,333 8,333 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 — — — Warrants with an exercise price of $3.52 per share 120,000 — — Warrants with an exercise price of $43.20 per share — 130,208 130,208 Total anti-dilutive warrants and options excluded from EPS 437,443 505,491 433,832 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: 2016 2015 2014 Excluded Convertible Preferred Stock — — 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: 2016 2015 2014 Excluded unvested restricted stock awards 113,889 92,587 44,138 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: 12 Month 12 Month 12 Month Net loss $ (6,316,021 ) $ (18,207,163 ) $ (26,473,114 ) Cumulative dividends on Series G Preferred Stock — — — Numerator, basic and diluted net loss available to stockholders $ (6,316,021 ) $ (18,207,163 ) $ (26,473,114 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 7,564,082 7,413,602 7,072,553 Shares used in computation – diluted: Weighted average common shares outstanding 7,564,082 7,413,602 7,072,553 Net loss per share – basic and diluted $ (0.84 ) $ (2.46 ) $ (3.74 ) |
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 H 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. |
Debt and Equity Securities | With CRP being a thinly traded stock and pursuant to guidance per ASC 320: Debt and Equity Securities |
Organization and Summary of S31
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 12 Month 12 Month Net loss $ (6,316,021 ) $ (18,207,163 ) $ (26,473,114 ) Cumulative dividends on Series G Preferred Stock — — — Numerator, basic and diluted net loss available to stockholders $ (6,316,021 ) $ (18,207,163 ) $ (26,473,114 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 7,564,082 7,413,602 7,072,553 Shares used in computation – diluted: Weighted average common shares outstanding 7,564,082 7,413,602 7,072,553 Net loss per share – basic and diluted $ (0.84 ) $ (2.46 ) $ (3.74 ) |
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: 2016 2015 2014 Excluded Convertible Preferred Stock — — 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: 2016 2015 2014 Average market price during the period $ 3.46 $ 6.36 $ 18.36 In the money potential common shares from options excluded 4,979 — — In the money potential common shares from warrants excluded — — — |
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. 2016 2015 2014 Out of the money options and warrants excluded: Stock Options with an exercise price of $3.59 per share 7,521 — — Stock Options with an exercise price of $12.48 per share 137,666 137,667 — Stock Options with an exercise price of $12.84 per share 4,167 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 75,158 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 73,765 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 Stock Options with an exercise price of $41.16 per share 833 3,333 3,333 Stock Options with an exercise price of $42.00 per share 8,333 8,333 8,333 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 — — — Warrants with an exercise price of $3.52 per share 120,000 — — Warrants with an exercise price of $43.20 per share — 130,208 130,208 Total anti-dilutive warrants and options excluded from EPS 437,443 505,491 433,832 |
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: 2016 2015 2014 Excluded unvested restricted stock awards 113,889 92,587 44,138 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consisted of the following: December 31, 2016 December 31, 2015 Trade $ 2,569,108 $ 2,371,304 Related party 205,497 629,400 Other 44,930 116,668 Reserve allowance (2,345,729 ) (2,315,797 ) Accounts receivable, net $ 473,806 $ 801,575 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Current Assets | Our other current assets consist of the following: December 31, December 31, Prepaid expenses $ 582,616 $ 497,118 Deposits 26,846 5,580 Total other current assets $ 609,462 $ 502,698 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, December 31, Marine asset held for sale 416,329 — Computers and peripherals 1,281,469 1,332,767 Furniture and office equipment 2,576,222 2,003,731 Vessel and equipment 13,331,008 19,123,758 Exhibits and related — — 17,605,028 22,460,256 Less: Accumulated depreciation (15,809,774 ) (19,633,420 ) Property and equipment, net $ 1,795,254 $ 2,826,836 |
Other Long-Term Assets (Tables)
Other Long-Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Components of Other Long-Term Assets | Other long-term assets consist of the following: December 31, December 31, Deposits $ 532,500 $ 540,590 Total other long-term assets $ 532,500 $ 540,590 |
Derivative Financial Instrume36
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Components of Derivative Liabilities | The following tables summarize the components of our derivative liabilities and linked common shares as of December 31, 2016 and December 31, 2015 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 — 3,396,191 Warrant derivatives* Senior Convertible Notes — 6,225 Warrant derivatives — 6,225 Total derivative liabilities $ — $ 3,402,416 * The warrant derivatives expired unexercised on November 11, 2016. December 31, December 31, Common shares linked to derivative liabilities: Embedded derivatives: 2014 Convertible Promissory Notes* — 3,174,604 — 3,174,604 Warrant derivatives Senior Convertible Notes — 130,208 — 130,208 Total common shares linked to derivative liabilities — 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, 2016 2015 Derivative income (expense): Unrealized gains (losses) from fair value changes: 2014 Convertible Promissory Notes $ 3,944,763 $ (1,280,873 ) Warrant derivatives (542,347 ) 104,902 Total derivative income (expense) $ 3,402,416 $ (1,175,971 ) |
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, 2016 and 2015. For the years ended December 31, 2016 2015 Balances at January 1 $ 3,396,191 $ 2,115,318 Issuances — — Modification (1,456,826 ) — Changes in fair value inputs and assumptions reflected in income (1,939,365 ) 1,280,873 Balances at December 31 $ — $ 3,396,191 |
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 March 8, 2016 (Modification Date), December 31, 2015, and the inception dates (Tranche 1 – August 14, 2014, Tranche 2 – October 1, 2014, Tranche 3 – December 1, 2014): Tranche 1 – August 14, 2014: March 8, 2016*** December 31, 2015 August 14, 2014 Underlying price on valuation date* $1.25 $2.50 $2.50 Contractual conversion rate $3.15 $3.15 $3.15 Contractual term to maturity** 1.82 Years 2.00 Years 2.00 Years Implied expected term to maturity 1.24 Years 1.82 Years 1.85 Years Market volatility: Range of volatilities 96.0% - 154.0% 85.2% - 109.8% 37.0% - 62.2% Equivalent volatilities 120.1% 98.1% 51.2% Contractual interest rate 11.00% 11.00% 8.0% - 11.0% Equivalent market risk adjusted interest rates 11.60% 11.00% 9.50% Range of credit risk adjusted yields 3.49% - 5.02% 3.29% - 4.22% 3.94% - 4.45% Equivalent credit risk adjusted yield 4.13% 3.76% 4.15% Tranche 2 – October 1, 2014: March 8, 2016*** December 31, 2015 October 1, 2014 Underlying price on valuation date* $1.25 $2.50 $2.50 Contractual conversion rate $3.15 $3.15 $3.15 Contractual term to maturity** 1.82 Years 2.00 Years 2.00 Years Implied expected term to maturity 1.24 Years 1.82 Years 1.79 Years Market volatility: Range of volatilities 96.0% - 154.0% 85.2% - 109.8% 58.6% - 75.3% Equivalent volatilities 120.1% 98.1% 68.00% Contractual interest rate 11.00% 11.00% 8.0% - 11.0% Equivalent market risk adjusted interest rates 11.60% 11.00% 9.25% Range of credit risk adjusted yields 3.49% - 5.02% 3.29% - 4.22% 3.97% - 4.61% Equivalent credit risk adjusted yield 4.13% 3.76% 4.24% Tranche 3 – December 1, 2014: March 8, 2016*** December 31, 2015 December 1, 2014 Underlying price on valuation date* $1.25 $2.50 $2.50 Contractual conversion rate $3.15 $3.15 $3.15 Contractual term to maturity** 1.82 Years 2.00 Years 2.00 Years Implied expected term to maturity 1.24 Years 1.82 Years 1.76 Years Market volatility: Range of volatilities 96.0% - 154.0% 85.2% - 109.8% 61.8% - 79.8% Equivalent volatilities 120.1% 98.1% 72.2% Contractual interest rate 11.00% 11.00% 8.0% - 11.0% Equivalent market risk adjusted interest rates 11.60% 11.00% 9.25% Range of credit risk adjusted yields 3.49% - 5.02% 3.29% - 4.22% 4.29% - 4.84% Equivalent credit risk adjusted yield 4.13% 3.76% 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 was originally based on private sales of the subsidiary’s shares because that was the best indicator of the value of the shares in the past. The last 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 past in the MCS calculations was the $2.50 for the inception dates and December 31, 2015. Being far removed from December 2013 while considering the modification in March 2016 of the new option price of $1.00 and other market conditions currently prevailing, management determined $1.25 to be fairly representative of the per share fair value. ** On December 10, 2015 the term was extended to December 31, 2017. In March 2016 the term was extended to April 1, 2018. *** In March 2016 the purchase price of the share purchase options was modified to $1.00 per share. As a result of the re-pricing, the share purchase options no longer require measurement as derivative liabilities. The MCS were calculated for the instruments just prior to the modification on March 8, 2016. |
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, 2016 and December 31, 2015: December 31, December 31, 2016 2015 Linked common shares 130,208 130,208 Quoted market price on valuation date $3.59 $3.24 Contractual exercise price $43.20 $43.20 Term (years) 0.60 1.35 Range of market volatilities 29.9% - 158.8% 92.9% - 113.2% Risk free rates using zero coupon US Treasury Security rates 0.20% - 0.45% 0.16% - 0.65% * The warrants expired unexercised on November 8, 2016. |
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, 2016 and 2015. Years ended 2016 2015 Balances at January 1 $ 6,225 $ 111,127 Changes in fair value inputs and assumptions reflected in income (6,082 ) (104,902 ) Expired (143 ) Balances at December 31 $ — $ 6,225 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Consolidated Notes Payable | The Company’s consolidated notes payable consisted of the following at December 31, 2016 and 2015: December 31, 2016 December 31, Note 1 – Monaco 2014 2,800,000 3,449,631 Note 2 – Monaco 2016 1,535,501 — Note 3 – MINOSA 14,750,001 14,750,001 Note 4 – Epsilon 5,981,806 — $ 25,067,308 $ 18,199,632 |
Summary of Fair Value of Debt | The fair value of the new debt is as follows: Monaco loans Loan one Forward cash flows: Principal $ 2,800,000 Interest 559,463 Total forward cash flows $ 3,359,463 Present value of forward cash flows $ 2,554,371 Fair value of equity conversion option 1,063,487 Fair value of debt $ 3,617,858 |
Summary of Debt Premium | Monaco loans Loan one Forward cash flows: Face value $ 2,800,000 Fair value 3,617,858 Difference (premium)* $ 817,858 * ASC 470-20-25-13 provides that if a convertible debt instrument is issued at a substantial premium, there is a presumption that such premium represents paid in capital. Since the total face amount of the new loans is $2,800,000, we conclude that the $817,858 was substantial and recorded that premium to additional paid-in capital. |
Summary of Gain or Loss Upon Extinguishment Allocation | The allocation is as follows: Allocation Derivative liabilities (share purchase options) $ 1,456,825 Monaco Loan (Old Debt) 3,372,844 Monaco Loan (New Debt) (2,800,000 ) APIC (Premium) (817,858 ) Difference to APIC* $ 1,211,811 * The difference between the fair value of the new debt and the sum of the pre-modification carrying amount of the old debt and the share purchase option’s fair value represented a gain on extinguishment. ASC 470-50-40-2 indicates that debt restructuring with a related party may be in essence a capital transaction and as a result the gain upon extinguishment was recognized in additional paid in capital. |
Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values | The allocations of the three additional tranches were as follows. Tranche 3 Tranche 4 Tranche 5 Promissory Note $ 981,796 $ 939,935 $ 1,000,000 Beneficial Conversion Feature (“BCF”)* 18,204 60,065 — Proceeds $ 1,000,000 $ 1,000,000 $ 1,000,000 |
Long-Term Obligation Maturities | Long-Term Obligation Maturities Total 2017 2018 2019 2020 2021 More than Long term obligations $ 4,335,501 $ — $ 4,335,501 $ — $ — $ — $ — Operating lease 481,920 240,960 240,960 — — — — Interest on obligations 611,945 491,000 120,945 — — — — Total obligations $ 5,429,366 $ 731,960 $ 4,697,406 $ — $ — $ — $ — |
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 $ 1,723,492 $ 14,366,853 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 $ 1,750,0001 $ 14,750,001 |
Note 2 [Member] | Monaco Notes [Member] | |
Summary of Significant Conversion Option Valuation Inputs and Results | Significant inputs and results arising from the Binomial Lattice process are as follows for the conversion option that is classified in equity after the modification in March 2016: Underlying price on valuation date $1.25 Contractual conversion rate $1.00 Contractual term to maturity 1.82 Years Implied expected term to maturity 1.82 Years Market volatility: Range of volatilities 96.0% - 154.0% Equivalent volatilities 120.1% Risk free rates using zero coupon US Treasury Security rates 0.29% - 0.68% Equivalent market risk adjusted interest rates 0.52% |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following: 2016 2015 Compensation and bonuses $ 1,687,214 $ 866,551 Vessel operations — 1,528,478 Professional services 544,412 942,604 Interest 2,391,857 828,888 Accrued insurance payable 393,715 — Other operating 60,927 98,935 Total accrued expenses $ 5,078,125 $ 4,265,456 |
Deferred Income and Revenue P39
Deferred Income and Revenue Participation Rights (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Participating Revenue Rights | The Company’s participating revenue rights and deferred revenue consisted of the following at December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 “ 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 $ 4,643,750 $ 5,026,898 |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Preferred Stock Allocated to Investors | The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split): Convertible Preferred Stock Shares Price Total Series AA-1 8,427,004 $ 12.00 $ 101,124,048 Series AA-2 7,223,145 $ 6.00 43,338,870 15,650,149 $ 144,462,918 |
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, 2016, 2015 and 2014: 2016 2015 2014 Risk-free interest rate 1.29 - 2.25% 1.78 - 2.00% 2.10 - 2.70% Expected volatility of common stock 80.87 - 82.69% 64.47 - 65.95% 63.5 - 65.0% Dividend yield 0% 0% 0% Expected life of options 8.2 years 6.1 - 8.2 years 6.1 - 8.2 years |
Summary of Stock Option Activity | Additional information with respect to both plans stock option activity is as follows: Number of Weighted Average 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 Granted 22,493 $ 2.74 Exercised — $ — Cancelled (65,361 ) $ 32.82 Outstanding at December 31, 2016 332,415 $ 21.55 Options exercisable at December 31, 2014 221,109 $ 33.24 Options exercisable at December 31, 2015 275,735 $ 27.48 Options exercisable at December 31, 2016 300,751 $ 22.30 |
Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2016: Stock Options Outstanding Range of Exercise Prices Number of Shares Weighted Average Weighted Average $2.02 - $12.84 164,326 8.23 $ 11.16 $26.40 - $26.40 75,158 7.00 $ 26.40 $34.68 - $39.00 82,098 1.07 $ 35.12 $41.16 - $46.80 10,833 0.92 $ 42.67 332,415 5.94 $ 21.55 |
Estimated Fair Value of Restricted Stock Award | A summary of the status of the restricted stock awards as of December 31, 2016 and changes during the year ended December 31, 2016 is presented as follows: Number of Weighted Average Unvested at December 31, 2015 92,696 $ 13.20 Granted 388,573 $ 3.54 Vested (209,183 ) $ 5.43 Cancelled (33,165 ) $ 4.65 Unvested at December 31, 2016 238,921 $ 5.41 |
Summary of Common Stock Warrants Outstanding | The following table summarizes our common stock warrants outstanding at December 31, 2016: Common Stock Warrants Exercise Price Termination Date 120,000 $ 3.52 10/01/2021 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, December 31, December 31, Current Federal $ — $ — $ (481,055 ) State — — — $ — $ — $ (481,055 ) 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 $ 61,633,401 Capital loss carryforward 245,098 Accrued expenses 197,751 Reserve for accounts receivable 1,062,222 Start-up costs 25,598 Excess of book over tax depreciation 2,190,075 Stock option and restricted stock award expense 2,166,948 Investment in unconsolidated entity 2,229,210 Less: valuation allowance (69,481,041 ) $ 269,262 Deferred tax liability: Property and equipment basis $ 69,311 Prepaid expenses 199,951 $ 269,262 Net deferred tax asset $ — |
Schedule of Change in Valuation Allowance | The change in the valuation allowance is as follows: December 31, 2016 $ 69,481,041 December 31, 2015 64,553,394 Change in valuation allowance $ 4,927,647 |
Schedule of Effective Income Tax Rate Reconciliation | Income taxes for the twelve month periods ended December 31, 2016 and 2015 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, December 31, December 31, Expected (benefit) $ (2,186,550 ) $ (6,190,436 ) $ (9,908,804 ) Effects of: State income taxes net of federal benefits (65,082 ) (184,257 ) (294,933 ) Nondeductible expense (1,083,185 ) 1,854,717 (126,601 ) Change in valuation allowance 4,189,828 4,900,061 10,469,108 Foreign Rate Differential (855,011 ) (380,085 ) (138,770 ) Reversal of Prior Year AMT Accrual — — (481,055 ) $ — $ — $ (481,055 ) |
Quarterly Financial Data - Un42
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015. 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, 2016 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 582,477 $ 1,217,318 $ 2,883,240 $ — Gross profit 582,477 1,217,318 2,883,240 — Net income (loss) 84,644 (1,858,778 ) (2,132,303 ) (2,409,584 ) Basic and diluted net income per share $ 0.01 $ (0.25 ) $ (0.28 ) $ (0.32 ) 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 |
Asset Sale and Loan Restructu43
Asset Sale and Loan Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 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. Future Cash Flows: Amount 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 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 |
Organization and Summary of S44
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Short-term investment maturity period | Three months or less | |||
Restricted cash | $ 10,000 | |||
Weighted average number of common shares outstanding | 7,564,082 | 7,413,602 | 7,072,553 | |
Redeemable preferred stock outstanding | 0 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Lease term | 12 months | |||
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 S45
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Average market price during the period | $ 3.46 | $ 6.36 | $ 18.36 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 4,979 |
Organization and Summary of S46
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options With an Exercise Price of $3.59 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 7,521 | ||
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 | 137,666 | 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 | 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 | 75,158 | 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 | 73,765 | 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 | ||
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 | 833 | 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 | 8,333 |
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 $3.52 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 120,000 | ||
Stock Options 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 | |
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 | 437,443 | 505,491 | 433,832 |
Organization and Summary of S47
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options With an Exercise Price of $3.59 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | $ 3.59 | $ 3.59 | $ 3.59 |
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 | 12.48 | 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 | 12.84 | 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 | 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 | 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 | 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 | 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 | 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 | 48 |
Stock Options With an Exercise Price of $3.52 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 3.52 | 3.52 | 3.52 |
Stock Options With an Exercise Price of $43.20 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | $ 43.20 | $ 43.20 | $ 43.20 |
Organization and Summary of S48
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share, Convertible Preferred Stock (Detail) | 12 Months Ended |
Dec. 31, 2014shares | |
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 |
Organization and Summary of S49
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 113,889 | 92,587 | 44,138 |
Organization and Summary of S50
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||||||||||
Net loss | $ (6,316,021) | $ (18,207,163) | $ (26,473,114) | ||||||||
Cumulative dividends on Series G Preferred Stock | 0 | 0 | 0 | ||||||||
Numerator, basic and diluted net loss available to stockholders | $ (6,316,021) | $ (18,207,163) | $ (26,473,114) | ||||||||
Shares used in computation - basic: | |||||||||||
Weighted average common shares outstanding | 7,564,082 | 7,413,602 | 7,072,553 | ||||||||
Shares used in computation - diluted: | |||||||||||
Weighted average common shares outstanding | 7,564,082 | 7,413,602 | 7,072,553 | ||||||||
Net loss per share - basic and diluted | $ (0.32) | $ (0.28) | $ (0.25) | $ 0.01 | $ 0.33 | $ (0.61) | $ (0.85) | $ (1.33) | $ (0.84) | $ (2.46) | $ (3.74) |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($)Institution | |
Debt Disclosure [Abstract] | |
Uninsured cash balance | $ 1,500,000 |
Number of financial institutions in which cash is deposited | Institution | 1 |
Amount of loan outstanding | $ 0 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Reserve for doubtful accounts receivable | $ (2,345,729) | $ (2,315,797) |
Accounts receivable, net | 473,806 | 801,575 |
Trade [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 2,569,108 | 2,371,304 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 205,497 | 629,400 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 44,930 | $ 116,668 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Reserves for doubtful accounts | $ 2,345,729 | $ 2,315,797 |
Monaco [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 205,497 | $ 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 | $ 2,345,729 | $ 2,315,797 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 582,616 | $ 497,118 |
Deposits | 26,846 | 5,580 |
Total other current assets | $ 609,462 | $ 502,698 |
Other Current Assets - Addition
Other Current Assets - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets Current [Line Items] | ||
Prepaid expenses | $ 582,616 | $ 497,118 |
Prepaid insurance premiums | 292,674 | |
Prepaid expenses for vessel fuel | 105,707 | |
Prepaid operating costs | $ 98,737 | |
Directors and Officers Insurance [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | 260,321 | |
Marine Insurance [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | 132,316 | |
Professional Services [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | 166,389 | |
Other Insurances [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | $ 23,590 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Marine asset held for sale | $ 416,329 | |
Property and equipment, gross | 17,605,028 | $ 22,460,256 |
Less: Accumulated depreciation | (15,809,774) | (19,633,420) |
Total property and equipment | 1,795,254 | 2,826,836 |
Computers and Peripherals [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,281,469 | 1,332,767 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,576,222 | 2,003,731 |
Vessel and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,331,008 | $ 19,123,758 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Proceeds from sale of property and equipment | $ 200,000 | $ 200,000 | $ 850,000 |
Vessel assets sold and consideration received | 350,000 | ||
Capitalized cost of assets held for sale | $ 66,329 | ||
Gain on sale of equipment | 992,595 | ||
Non Cash [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gain on sale of equipment | $ 792,595 |
Other Long-Term Assets - Compon
Other Long-Term Assets - Components of Other Long-Term Assets (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits | $ 532,500 | $ 540,590 |
Total other long-term assets | $ 532,500 | $ 540,590 |
Other Long-Term Assets - Additi
Other Long-Term Assets - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other Long Term Assets [Line Items] | ||
Deposits for conservation and documentation of artifacts | $ 100,000 | |
Deposits | 532,500 | $ 540,590 |
UNITED KINGDOM | ||
Other Long Term Assets [Line Items] | ||
Deposits with United Kingdom's Ministry of Defense | $ 432,500 |
Investment in Unconsolidated 60
Investment in Unconsolidated Entity - Additional Information (Detail) - USD ($) | Dec. 31, 2012 | Dec. 31, 2016 | Dec. 31, 2012 |
Chatham Rock Phosphate, Ltd. [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment carrying value | $ 0 | $ 0 | |
Deep sea mining exploratory services | $ 1,680,000 | ||
Shares received from CRP | 9,320,348 | ||
Chatham Rock Phosphate, Ltd. [Member] | Maximum [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Outstanding equity stake in CRP | 3.00% | ||
Neptune Minerals, Inc. [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 14.00% | ||
Investment carrying value | $ 0 | ||
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] | |||
Current investment position in NMI | 3,092,488 | ||
Aggregate number of shares converted | 261,200 | ||
Neptune Minerals, Inc. [Member] | Series A Preferred Non Voting Shares [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Current investment position in NMI | 2,612 | ||
Dorado Ocean Resources, Ltd. [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Loss from unconsolidated entity | $ 21,300,000 |
Derivative Financial Instrume61
Derivative Financial Instruments - Components of Derivative Liabilities (Detail) | Dec. 31, 2015USD ($)shares |
Derivative [Line Items] | |
Derivative liabilities | $ 3,402,416 |
Derivative liabilities | $ 3,402,416 |
Common shares linked to derivative liabilities | shares | 3,304,812 |
Compound Embedded Derivative [Member] | |
Derivative [Line Items] | |
Common shares linked to derivative liabilities | shares | 3,174,604 |
Warrant Derivatives [Member] | |
Derivative [Line Items] | |
Derivative liabilities | $ 6,225 |
Derivative liabilities | $ 6,225 |
Common shares linked to derivative liabilities | shares | 130,208 |
Senior Convertible Notes [Member] | Warrant Derivatives [Member] | |
Derivative [Line Items] | |
Derivative liabilities | $ 6,225 |
Derivative liabilities | $ 6,225 |
Common shares linked to derivative liabilities | shares | 130,208 |
2014 Convertible Promissory Notes [Member] | Compound Embedded Derivative [Member] | |
Derivative [Line Items] | |
Derivative liabilities | $ 3,396,191 |
Derivative liabilities | $ 3,396,191 |
Common shares linked to derivative liabilities | shares | 3,174,604 |
Derivative Financial Instrume62
Derivative Financial Instruments - Changes in Fair Values of Derivative Liabilities (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Total derivative income (expense) | $ 3,402,416 | $ (1,175,971) | $ 1,001,679 |
2014 Convertible Promissory Notes [Member] | |||
Derivative [Line Items] | |||
Derivative income (expense) | 3,944,763 | (1,280,873) | |
Warrant Derivatives [Member] | |||
Derivative [Line Items] | |||
Derivative income (expense) | $ (542,347) | $ 104,902 |
Derivative Financial Instrume63
Derivative Financial Instruments - Significant Assumptions Utilized in Valuation Technique (Detail) - $ / shares | Mar. 08, 2016 | Dec. 01, 2014 | Oct. 01, 2014 | Aug. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2013 |
Derivative [Line Items] | ||||||||
Underlying price on valuation date | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 | $ 1.25 | $ 2.50 | |
Monte Carlo Simulations [Member] | Monaco Notes [Member] | First Tranche [Member] | ||||||||
Derivative [Line Items] | ||||||||
Underlying price on valuation date | $ 1.25 | 2.50 | 2.50 | 2.50 | ||||
Contractual conversion rate | $ 3.15 | $ 3.15 | $ 3.15 | $ 3.15 | ||||
Contractual term to maturity | 1 year 9 months 26 days | 2 years | 2 years | |||||
Implied expected term to maturity | 1 year 2 months 27 days | 1 year 10 months 6 days | 1 year 9 months 26 days | |||||
Market volatility: | ||||||||
Range of equivalent volatilities | 120.10% | 51.20% | 98.10% | |||||
Contractual interest rate | 11.00% | 11.00% | 11.00% | |||||
Range of equivalent market risk adjusted interest rates | 11.60% | 9.50% | 11.00% | 11.00% | ||||
Range of equivalent credit risk adjusted yields | 4.13% | 4.15% | 3.76% | 3.76% | ||||
Range of equivalent credit risk adjusted yields | 4.13% | 4.15% | 3.76% | 3.76% | ||||
Monte Carlo Simulations [Member] | Monaco Notes [Member] | Second Tranche [Member] | ||||||||
Derivative [Line Items] | ||||||||
Underlying price on valuation date | $ 1.25 | 2.50 | $ 2.50 | $ 2.50 | ||||
Contractual conversion rate | $ 3.15 | $ 3.15 | $ 3.15 | $ 3.15 | ||||
Contractual term to maturity | 1 year 9 months 26 days | 2 years | 2 years | |||||
Implied expected term to maturity | 1 year 2 months 27 days | 1 year 9 months 15 days | 1 year 9 months 26 days | |||||
Market volatility: | ||||||||
Range of equivalent volatilities | 120.10% | 68.00% | 98.10% | |||||
Contractual interest rate | 11.00% | 11.00% | 11.00% | |||||
Range of equivalent market risk adjusted interest rates | 11.60% | 9.25% | 11.00% | 11.00% | ||||
Range of equivalent credit risk adjusted yields | 4.13% | 4.24% | 3.76% | 3.76% | ||||
Range of equivalent credit risk adjusted yields | 4.13% | 4.24% | 3.76% | 3.76% | ||||
Monte Carlo Simulations [Member] | Monaco Notes [Member] | Third Tranche [Member] | ||||||||
Derivative [Line Items] | ||||||||
Underlying price on valuation date | $ 1.25 | 2.50 | $ 2.50 | $ 2.50 | ||||
Contractual conversion rate | $ 3.15 | $ 3.15 | $ 3.15 | $ 3.15 | ||||
Contractual term to maturity | 1 year 9 months 26 days | 2 years | 2 years | |||||
Implied expected term to maturity | 1 year 2 months 27 days | 1 year 9 months 4 days | 1 year 9 months 26 days | |||||
Market volatility: | ||||||||
Range of equivalent volatilities | 120.10% | 72.20% | 98.10% | |||||
Contractual interest rate | 11.00% | 11.00% | 11.00% | |||||
Range of equivalent market risk adjusted interest rates | 11.60% | 9.25% | 11.00% | 11.00% | ||||
Range of equivalent credit risk adjusted yields | 4.13% | 4.52% | 3.76% | 3.76% | ||||
Range of equivalent credit risk adjusted yields | 4.13% | 4.52% | 3.76% | 3.76% | ||||
Minimum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | First Tranche [Member] | ||||||||
Market volatility: | ||||||||
Range of volatilities | 96.00% | 37.00% | 85.20% | |||||
Contractual interest rate | 8.00% | |||||||
Range of equivalent credit risk adjusted yields | 3.49% | 3.94% | 3.29% | 3.29% | ||||
Range of equivalent credit risk adjusted yields | 3.49% | 3.94% | 3.29% | 3.29% | ||||
Minimum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Second Tranche [Member] | ||||||||
Market volatility: | ||||||||
Range of volatilities | 96.00% | 58.60% | 85.20% | |||||
Contractual interest rate | 8.00% | |||||||
Range of equivalent credit risk adjusted yields | 3.49% | 3.97% | 3.29% | 3.29% | ||||
Range of equivalent credit risk adjusted yields | 3.49% | 3.97% | 3.29% | 3.29% | ||||
Minimum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Third Tranche [Member] | ||||||||
Market volatility: | ||||||||
Range of volatilities | 96.00% | 61.80% | 85.20% | |||||
Contractual interest rate | 8.00% | |||||||
Range of equivalent credit risk adjusted yields | 3.49% | 4.29% | 3.29% | 3.29% | ||||
Range of equivalent credit risk adjusted yields | 3.49% | 4.29% | 3.29% | 3.29% | ||||
Maximum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | First Tranche [Member] | ||||||||
Market volatility: | ||||||||
Range of volatilities | 154.00% | 62.20% | 109.80% | |||||
Contractual interest rate | 11.00% | |||||||
Range of equivalent credit risk adjusted yields | 5.02% | 4.45% | 4.22% | 4.22% | ||||
Range of equivalent credit risk adjusted yields | 5.02% | 4.45% | 4.22% | 4.22% | ||||
Maximum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Second Tranche [Member] | ||||||||
Market volatility: | ||||||||
Range of volatilities | 154.00% | 75.30% | 109.80% | |||||
Contractual interest rate | 11.00% | |||||||
Range of equivalent credit risk adjusted yields | 5.02% | 4.61% | 4.22% | 4.22% | ||||
Range of equivalent credit risk adjusted yields | 5.02% | 4.61% | 4.22% | 4.22% | ||||
Maximum [Member] | Monte Carlo Simulations [Member] | Monaco Notes [Member] | Third Tranche [Member] | ||||||||
Market volatility: | ||||||||
Range of volatilities | 154.00% | 79.80% | 109.80% | |||||
Contractual interest rate | 11.00% | |||||||
Range of equivalent credit risk adjusted yields | 5.02% | 4.84% | 4.22% | 4.22% | ||||
Range of equivalent credit risk adjusted yields | 5.02% | 4.84% | 4.22% | 4.22% |
Derivative Financial Instrume64
Derivative Financial Instruments - Significant Assumptions Utilized in Valuation Technique (Parenthetical) (Detail) - $ / shares | 1 Months Ended | |||||
Dec. 31, 2013 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2014 | Oct. 01, 2014 | Aug. 14, 2014 | |
Derivative [Line Items] | ||||||
Underlying price per share used in the MCS calculations | $ 2.50 | $ 1.25 | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 |
New option price | $ 1 | |||||
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 Instrume65
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, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Balances at January 1 | $ 3,396,191 | $ 2,115,318 |
Issuances | 0 | 0 |
Modification | (1,456,826) | |
Changes in fair value inputs and assumptions reflected in income | $ (1,939,365) | 1,280,873 |
Balances at December 31 | $ 3,396,191 |
Derivative Financial Instrume66
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2016 | Dec. 31, 2015 | 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 | 150,000 | |||||
Warrants exercisable date | Apr. 13, 2014 | |||||||
Linked common shares | 130,208 | 130,208 | ||||||
Shares available for issuance upon exercise | 36,169 | 36,169 | ||||||
Face amount of new loans | $ 8,000,000 | |||||||
Warrants Attached to Series G Preferred Stock [Member] | ||||||||
Derivative [Line Items] | ||||||||
Warrants issued to acquire common shares | 43,750 | |||||||
Warrants Attached to Senior Convertible Debt [Member] | ||||||||
Derivative [Line Items] | ||||||||
Warrants issued to acquire common shares | 108,507 | |||||||
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 Instrume67
Derivative Financial Instruments - Significant Assumptions Utilized in Binomial Lattice Process (Detail) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 01, 2014 | Oct. 01, 2014 | Aug. 14, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||||||
Linked common shares | 130,208 | 130,208 | |||||
Quoted market price on valuation date | $ 2.50 | $ 1.25 | $ 2.50 | $ 2.50 | $ 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 | $ 3.59 | $ 3.24 | |||||
Contractual exercise price | $ 43.20 | $ 43.20 | |||||
Term (years) | 7 months 6 days | 1 year 4 months 6 days | |||||
Level 3 [Member] | Minimum [Member] | Derivative Financial Instruments, Assets [Member] | |||||||
Derivative [Line Items] | |||||||
Range of market volatilities | 29.90% | 92.90% | |||||
Risk free rates using zero coupon US Treasury Security rates | 0.20% | 0.16% | |||||
Level 3 [Member] | Maximum [Member] | Derivative Financial Instruments, Assets [Member] | |||||||
Derivative [Line Items] | |||||||
Range of market volatilities | 158.80% | 113.20% | |||||
Risk free rates using zero coupon US Treasury Security rates | 0.45% | 0.65% |
Derivative Financial Instrume68
Derivative Financial Instruments - Changes in Fair Value Inputs and Assumptions Related to Derivative Warrants (Detail) - Warrant Derivatives [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Balances at January 1 | $ 6,225 | $ 111,127 |
Changes in fair value inputs and assumptions reflected in income | (6,082) | (104,902) |
Expired | $ (143) | |
Balances at December 31 | $ 6,225 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Loans payable | $ 25,067,308 | $ 18,199,632 |
Note1- Monaco 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 2,800,000 | 3,449,631 |
Note 2 - Monaco 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,535,501 | |
Note 3 - MINOSA [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 14,750,001 | $ 14,750,001 |
Note 4 - Epsilon [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 5,981,806 |
Loans Payable - Note 1 - Monaco
Loans Payable - Note 1 - Monaco 2014 - Additional Information (Detail) - USD ($) | Dec. 10, 2015 | Aug. 14, 2014 | Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 01, 2014 | Oct. 01, 2014 | Dec. 31, 2013 | May 10, 2012 |
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 8,000,000 | |||||||||
Loan amount borrowed | $ 0 | |||||||||
Extinguishment of debt, amount | $ 5,000,000 | |||||||||
Maturity date of amended loan | Aug. 31, 2018 | |||||||||
Oceanica Resources S. de. R.L [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Per share value of shares purchased by private investor | $ 2.50 | |||||||||
Note1- Monaco 2014 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 10,000,000 | |||||||||
Interest rate, stated percentage | 11.00% | |||||||||
Outstanding notes balance | 2,800,000 | |||||||||
Long term notes | 2,800,000 | |||||||||
Amortization of components included in interest expense | $ 0 | $ 1,895,263 | ||||||||
Note1- Monaco 2014 [Member] | Oceanica Resources S. de. R.L [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Per share value of shares purchased by private investor | $ 3.15 | |||||||||
Aggregate value of shares issued to lender | $ 1,000,000 | |||||||||
Note1- Monaco 2014 [Member] | Oceanica Resources S. de. R.L [Member] | Loan Modification March Two Thousand Sixteen [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Per share value of shares purchased by private investor | $ 1 | |||||||||
Note1- Monaco 2014 [Member] | First Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan amount borrowed | $ 5,000,000 | |||||||||
Note1- Monaco 2014 [Member] | Second Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan amount borrowed | $ 2,500,000 | |||||||||
Note1- Monaco 2014 [Member] | Third Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan amount borrowed | $ 2,500,000 | |||||||||
Note1- Monaco 2014 [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 | |||||||||
Maturity date of amended loan | Dec. 31, 2017 |
Loans Payable - Note 2 - Monaco
Loans Payable - Note 2 - Monaco 2016 - Additional Information (Detail) | Dec. 10, 2015USD ($) | Aug. 31, 2016 | Mar. 31, 2016USD ($)Installment$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013$ / shares | May 10, 2012USD ($) |
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | $ 8,000,000 | |||||||
Debt instrument maturity date | Aug. 31, 2018 | |||||||
Equipment carrying value | $ 17,188,699 | $ 22,460,256 | ||||||
Expected interest expenses | 2,396,994 | 4,551,799 | $ 1,560,254 | |||||
Additional consideration percentage | 21.25% | |||||||
Loans payable | 25,067,308 | $ 18,199,632 | ||||||
Monaco Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | 2,800,000 | |||||||
Expected interest expenses | 0 | |||||||
Notes payable, carrying value | 3,449,632 | |||||||
Oceanica Resources S. de. R.L [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Per share value of shares purchased by private investor | $ / shares | $ 2.50 | |||||||
Note 2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | $ 1,825,000 | 1,825,000 | ||||||
Interest rate, stated percentage | 10.00% | |||||||
Debt instrument maturity date | Apr. 15, 2018 | |||||||
Accrued interest | 143,774 | |||||||
Note 2 [Member] | Monaco Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | 2,800,000 | |||||||
Fair value | 3,617,858 | |||||||
Equity component in loans payable | 1,063,487 | |||||||
Note 2 [Member] | Oceanica Resources S. de. R.L [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price of Notes | $ / shares | $ 1 | |||||||
Note 2 [Member] | Exploraciones Oceanicas [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | $ 18,000,000 | |||||||
Debt instrument maturity date | Sep. 25, 2015 | |||||||
Note 2 [Member] | Oceanica Marine Operations [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | $ 9,300,000 | |||||||
Equipment carrying value | $ 1,700,000 | |||||||
Debt instrument term | 30 days | |||||||
Aggregate consideration payable | $ 1,800,000 | |||||||
Debt instrument number of installments | Installment | 10 | |||||||
Installment amount of Notes | $ 750,000 | |||||||
Fair value | 0 | |||||||
Loan Modification [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price of Notes | $ / shares | $ 1 | |||||||
BCF amount recorded | 456,250 | |||||||
Expected interest expenses | $ 166,750 | |||||||
Loans payable | $ 2,800,000 | |||||||
Debt component in loans payable | 1,450,397 | |||||||
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] | 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] | Third Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date | Dec. 31, 2017 | |||||||
Call option | $ 2,500,000 | |||||||
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 | |||||||
Equity component in loans payable | $ 1,349,603 | |||||||
Loan Modification [Member] | Monaco [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of options eliminated under share purchase option | shares | 3,174,603 | |||||||
Per share value of shares purchased by private investor | $ / shares | $ 3.15 |
Loans Payable - Summary of Fair
Loans Payable - Summary of Fair Value of Debt (Detail) - USD ($) | Dec. 31, 2016 | Mar. 31, 2016 | May 10, 2012 |
Forward cash flows: | |||
Principal | $ 8,000,000 | ||
Note 2 [Member] | |||
Forward cash flows: | |||
Principal | $ 1,825,000 | $ 1,825,000 | |
Monaco Notes [Member] | |||
Forward cash flows: | |||
Principal | 2,800,000 | ||
Monaco Notes [Member] | Note 2 [Member] | |||
Forward cash flows: | |||
Principal | 2,800,000 | ||
Interest | 559,463 | ||
Total forward cash flows | 3,359,463 | ||
Present value of forward cash flows | 2,554,371 | ||
Fair value of equity conversion option | 1,063,487 | ||
Fair value of debt | $ 3,617,858 |
Loans Payable - Summary of Sign
Loans Payable - Summary of Significant Conversion Option Valuation Inputs and Results (Detail) - After Modification [Member] - Binomial Lattice Process [Member] - Share Purchase Options Classified in Equity [Member] | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Underlying price on valuation date | $ 1.25 |
Contractual conversion rate | $ 1 |
Contractual term to maturity | 1 year 9 months 26 days |
Implied expected term to maturity | 1 year 9 months 26 days |
Market volatility: | |
Equivalent volatilities | 120.10% |
Equivalent market risk adjusted interest rates | 0.52% |
Minimum [Member] | |
Market volatility: | |
Range of volatilities | 96.00% |
Risk free rates using zero coupon US Treasury Security rates | 0.29% |
Maximum [Member] | |
Market volatility: | |
Range of volatilities | 154.00% |
Risk free rates using zero coupon US Treasury Security rates | 0.68% |
Loans Payable - Summary of Debt
Loans Payable - Summary of Debt Premium (Detail) - USD ($) | Dec. 31, 2016 | Mar. 31, 2016 | May 10, 2012 |
Forward cash flows: | |||
Face value | $ 8,000,000 | ||
Monaco Notes [Member] | |||
Forward cash flows: | |||
Face value | $ 2,800,000 | ||
Note 2 [Member] | |||
Forward cash flows: | |||
Face value | 1,825,000 | $ 1,825,000 | |
Note 2 [Member] | Monaco Notes [Member] | |||
Forward cash flows: | |||
Face value | 2,800,000 | ||
Fair value | 3,617,858 | ||
Difference (premium) | $ 817,858 |
Loans Payable - Summary of De75
Loans Payable - Summary of Debt Premium (Parenthetical) (Detail) - USD ($) | Dec. 31, 2016 | May 10, 2012 |
Debt Instrument [Line Items] | ||
Face amount of new loans | $ 8,000,000 | |
Monaco Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face amount of new loans | $ 2,800,000 | |
Monaco Notes [Member] | Paid-in Capital [Member] | ||
Debt Instrument [Line Items] | ||
Debt premium recorded to additional paid-in capital | $ 817,858 |
Loans Payable - Summary of Gain
Loans Payable - Summary of Gain or Loss Upon Extinguishment Allocation (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Extinguishment of Debt [Line Items] | ||
Difference to APIC | $ 5,611,907 | |
Note 2 - Monaco 2016 [Member] | ||
Extinguishment of Debt [Line Items] | ||
Difference to APIC | $ 1,211,811 | |
Note 2 - Monaco 2016 [Member] | Derivative Liabilities (Share Purchase Options) [Member] | ||
Extinguishment of Debt [Line Items] | ||
Difference to APIC | 1,456,825 | |
Note 2 - Monaco 2016 [Member] | Monaco Loan (Old Debt) [Member] | ||
Extinguishment of Debt [Line Items] | ||
Difference to APIC | 3,372,844 | |
Note 2 - Monaco 2016 [Member] | Monaco Loan (New Debt) [Member] | ||
Extinguishment of Debt [Line Items] | ||
Difference to APIC | (2,800,000) | |
Paid-in Capital [Member] | Note 2 - Monaco 2016 [Member] | Premium [Member] | ||
Extinguishment of Debt [Line Items] | ||
Difference to APIC | $ (817,858) |
Loans Payable - Note 3 - MINOSA
Loans Payable - Note 3 - MINOSA - Additional Information (Detail) | May 11, 2015USD ($) | Aug. 31, 2016 | Jun. 30, 2015Tranches | Dec. 31, 2016USD ($) | Mar. 11, 2015USD ($) |
Debt Instrument [Line Items] | |||||
Share repurchase agreement expiration date | Mar. 30, 2016 | ||||
Promissory note outstanding amount | $ 14,750,000 | ||||
Call option expiration date | Mar. 11, 2016 | ||||
Debt instrument maturity date | Aug. 31, 2018 | ||||
Derivative, fixed value | $ 40,000,000 | ||||
Estimated market rate loan percentage | 15.00% | ||||
Debt discount 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% | |||
Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Promissory note face amount | $ 14,750,000 | ||||
Interest rate, stated percentage | 8.00% | ||||
Debt instrument maturity date | Mar. 18, 2017 | ||||
Accrued interest | $ 1,159,825 | ||||
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] | |||||
Promissory note face amount | $ 14,750,000 |
Loans Payable - Schedule of All
Loans Payable - Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values - Promissory Note (Detail) - Promissory Note [Member] - USD ($) | Dec. 31, 2016 | 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 | $ 14,750,001 | |
Oceanica Resources S. de. R.L [Member] | Deferred Income 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 Income 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 Income 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 Income 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 Income 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 | 17,500,001 | |
Oceanica Resources S. de. R.L [Member] | Fifth Tranche [Member] | Deferred Income 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 | 14,366,853 | |
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 | $ 1,723,492 |
Loans Payable - Note 4 - Epsilo
Loans Payable - Note 4 - Epsilon - Additional Information (Detail) - USD ($) | Dec. 15, 2016 | Nov. 15, 2016 | Oct. 16, 2016 | Oct. 01, 2016 | Mar. 18, 2016 | Aug. 31, 2016 | Dec. 31, 2016 | Jan. 25, 2017 | Mar. 31, 2016 | May 10, 2012 |
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 8,000,000 | |||||||||
Debt instrument maturity date | Aug. 31, 2018 | |||||||||
Principal balance of debt | $ 4,335,501 | |||||||||
Warrant right exercise price | $ 1 | |||||||||
Aggregate fair value of warrants | 303,712 | |||||||||
Epsilon Acquisitions, LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Inducement expense | $ 303,712 | |||||||||
Notes Payable, Other Payables [Member] | Third Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price of Notes | $ 3.52 | |||||||||
Conversion of stock, shares Issued | 1,000,000 | |||||||||
Notes Payable, Other Payables [Member] | Fourth Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price of Notes | $ 4.19 | |||||||||
Conversion of stock, shares Issued | 1,000,000 | |||||||||
Notes Payable, Other Payables [Member] | Fifth Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price of Notes | $ 4.13 | |||||||||
Conversion of stock, shares Issued | 1,000,000 | |||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 3,000,000 | $ 3,000,000 | ||||||||
Installment amount of Notes | $ 1,500,000 | |||||||||
Interest rate, stated percentage | 10.00% | 10.00% | ||||||||
Notes security description | We granted security interests to Epsilon in (a) the 54 million cuotas (a 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 the Odyssey Pledgors, and (c) all of the outstanding equity in OME. | |||||||||
Conversion price of Notes | $ 5 | $ 5 | ||||||||
Conversion price of Notes upon default | $ 2.50 | |||||||||
Debt instrument maturity date | Mar. 18, 2017 | Mar. 18, 2017 | ||||||||
Security deposit liability | $ 54,000,000 | |||||||||
Number of trading days | 75 days | 75 days | ||||||||
Lender's out of pocket costs | $ 50,000 | |||||||||
Beneficial conversion feature recorded | 96,000 | |||||||||
Interest expenses related to debt discount recorded | 73,433 | |||||||||
Principal balance of debt | 6,050,000 | |||||||||
Debt conversion amount | $ 2,000,000 | |||||||||
Common stock purchase warrant | 120,000 | |||||||||
Warrant right exercise price | $ 3.52 | |||||||||
Warrant Expiration Date | Oct. 1, 2021 | |||||||||
Warrant right exercise price description | Warrant shall be the number determined by multiplying 120,000 by a fraction, (a) the numerator of which is the aggregate principal amount of advances that have been extended to the OME by Epsilon pursuant to the Restated Note Purchase Agreement on or after the date of the Warrant and prior to the date of such failure and (b) the denominator of which is $3.0 million. | |||||||||
Accrued interest | $ 259,372 | |||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 3,000,000 | |||||||||
Conversion price of Notes | $ 5 | |||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | Maximum [Member] | Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion of stock, shares Issued | 1,388,769 | |||||||||
Notes Payable, Other Payables [Member] | MINOSA [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 14,750,000 | |||||||||
Debt Instrument, acceleration clause description | The indebtedness may be accelerated upon the occurrence of specified events of default including (a) OME’s failure to pay any amount payable on the date due and payable; (b) OME or we fail to perform or observe any term, covenant, or agreement in the Purchase Agreement or the related documents, subject to a five-day cure period; (c) 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; (d) the Stock Purchase Agreement shall have been terminated; (e) 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; (f) the entry of judgment or award against OME or any of its subsidiaries in excess or $100,000; and (g) a change in control (as defined in the Purchase Agreement) occurs. | |||||||||
Debt instrument, number of shares | 100,000 |
Loans Payable - Schedule of A80
Loans Payable - Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values - Additional Tranches (Detail) - Promissory Note [Member] - USD ($) | Dec. 31, 2016 | May 11, 2015 |
Debt Instrument [Line Items] | ||
Cash proceeds | $ 14,750,000 | |
Third Tranche [Member] | Epsilon Acquisitions, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | $ 1,000,000 | |
Third Tranche [Member] | Epsilon Acquisitions, LLC [Member] | Beneficial Conversion Feature ("BCF") [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 18,204 | |
Third Tranche [Member] | Epsilon Acquisitions, LLC [Member] | 2014 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 981,796 | |
Fourth Tranche [Member] | Epsilon Acquisitions, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 1,000,000 | |
Fourth Tranche [Member] | Epsilon Acquisitions, LLC [Member] | Beneficial Conversion Feature ("BCF") [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 60,065 | |
Fourth Tranche [Member] | Epsilon Acquisitions, LLC [Member] | 2014 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 939,935 | |
Fifth Tranche [Member] | Epsilon Acquisitions, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | 1,000,000 | |
Fifth Tranche [Member] | Epsilon Acquisitions, LLC [Member] | 2014 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Cash proceeds | $ 1,000,000 |
Loans Payable - Long-Term Oblig
Loans Payable - Long-Term Obligation Maturities (Detail) | Dec. 31, 2016USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Long term obligations, Total | $ 4,335,501 |
Long term obligations, 2017 | 0 |
Long term obligations, 2018 | 4,335,501 |
Long term obligations, 2019 | 0 |
Long term obligations, 2020 | 0 |
Long term obligations, 2021 | 0 |
Long term obligations, More than 5 Years | 0 |
Operating lease, Total | 481,920 |
Operating lease, 2017 | 240,960 |
Operating lease, 2018 | 240,960 |
Operating lease, 2019 | 0 |
Operating lease, 2020 | 0 |
Operating lease, 2021 | 0 |
Operating lease, more than 5 years | 0 |
Interest on obligations, Total | 611,945 |
Interest on obligations, 2017 | 491,000 |
Interest on obligations, 2018 | 120,945 |
Interest on obligations, 2019 | 0 |
Interest on obligations, 2020 | 0 |
Interest on obligations, 2021 | 0 |
Interest on obligations, More than 5 Years | 0 |
Total obligations | 5,429,366 |
Total obligations, 2017 | 731,960 |
Total obligations, 2018 | 4,697,406 |
Total obligations, 2019 | 0 |
Total obligations, 2020 | 0 |
Total obligations, 2021 | 0 |
Total obligations, More than 5 Years | $ 0 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Compensation and bonuses | $ 1,687,214 | $ 866,551 |
Vessel operations | 1,528,478 | |
Professional services | 544,412 | 942,604 |
Interest | 2,391,857 | 828,888 |
Accrued insurance payable | 393,715 | |
Other operating | 60,927 | 98,935 |
Total accrued expenses | $ 5,078,125 | $ 4,265,456 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |||
Professional fees | $ 401,000 | ||
Accrued incentive awards | 1,100,000 | $ 600,000 | $ 600,000 |
Additional professional fees due in accounts payable | $ 80,509 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Dec. 09, 2002Directors | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 26, 1998 |
Related Party Transaction [Line Items] | |||||
Post finance cost proceeds | 5.00% | 5.00% | |||
Monaco [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivables | $ 205,497 | $ 629,400 | |||
Operating payable | $ 267,824 | $ 47,858 | |||
Revenue recognized from related party transaction | $ 2,900,000 | ||||
Lease amount | $ 20,080 | ||||
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 |
Deferred Income and Revenue P85
Deferred Income and Revenue Participation Rights - Participating Revenue Rights (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred income and participating revenue rights | $ 4,643,750 | $ 5,026,898 |
"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, 2016USD ($)ProjectInvestment$ / 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, 2016USD ($)Directors$ / sharesshares | Sep. 30, 2016Directors | Jun. 30, 2016Directors | Dec. 31, 2016USD ($)Incentive_Plan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Mar. 31, 2016$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Reverse stock split, conversion ratio | 0.50000 | 0.16666 | 0.08333 | |||||||
Common stock shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, value | $ | $ 772 | $ 772 | $ 754 | |||||||
Number of warrants | 120,000 | 120,000 | ||||||||
Warrants, exercise price | $ / shares | $ 1 | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 24,984,166 | 24,984,166 | 24,984,166 | |||||||
Number of stock incentive plans | Incentive_Plan | 2 | |||||||||
Stock incentive plan expiration date | Aug. 31, 2015 | |||||||||
Share-based compensation | $ | $ 1,778,461 | $ 2,348,744 | $ 2,081,482 | |||||||
Weighted average fair value of options granted | $ / shares | $ 0 | |||||||||
Number of outside directors granted quarterly fees | Directors | 2 | 2 | 2 | |||||||
Weighted average estimated fair value of stock options | $ / shares | $ 1.75 | $ 1.75 | $ 8.52 | $ 14.88 | ||||||
Aggregate intrinsic values of options exercisable | $ | $ 16,633 | $ 16,633 | $ 0 | $ 0 | ||||||
Aggregate intrinsic values of options outstanding | $ | 16,633 | 16,633 | 0 | 0 | ||||||
Aggregate intrinsic values of options exercised | $ | 0 | 0 | 0 | |||||||
Total fair value of shares vested | $ | 828,497 | 1,449,216 | 1,154,984 | |||||||
Total unrecognized compensation related to unvested share-based compensation awards | $ | $ 229,283 | $ 229,283 | ||||||||
Weighted-average period | 1 year | |||||||||
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, value | $ | $ 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 | |||||||||
Class of Warrant One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of warrants | 40,000 | 40,000 | ||||||||
Warrants, exercise price | $ / shares | $ 3.52 | $ 3.52 | ||||||||
Warrants, expiration date | Jan. 10, 2021 | |||||||||
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 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 7,223,145 | 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 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 8,427,004 | 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 | 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 | 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 | $ | $ 715,406 | 318,000 | 911,641 | |||||||
Fair value of unvested restricted stock awards | $ | $ 817,110 | $ 817,110 | $ 300,334 | $ 1,158,684 | ||||||
Weighted-average grant date fair value of restricted stock awards | $ / shares | $ 3.54 | $ 12.48 | $ 17.16 | |||||||
Weighted-average remaining contractual term | 2 years | 2 years 7 months 6 days | 3 years 7 months 6 days | |||||||
Total unrecognized compensation cost related to unvested restricted stock awards | $ | $ 1,242,964 | $ 1,242,964 | ||||||||
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 | |||||||||
Additional shares authorized for stock-based compensation | 200,000 | |||||||||
Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Reverse stock split, conversion ratio | 0.08333 | |||||||||
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_(Deficit88
Stockholders' Equity/(Deficit) - Summary of Preferred Stock Allocated to Investors (Detail) - Penelope Mining LLC [Member] | Dec. 31, 2016USD ($)$ / sharesshares |
Preferred Stock [Line Items] | |
Shares | shares | 15,650,149 |
Total Investment | $ | $ 144,462,918 |
Series AA-1 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 8,427,004 |
Price Per Share | $ / shares | $ 12 |
Total Investment | $ | $ 101,124,048 |
Series AA-2 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 7,223,145 |
Price Per Share | $ / shares | $ 6 |
Total Investment | $ | $ 43,338,870 |
Stockholders' Equity_(Deficit89
Stockholders' Equity/(Deficit) - Stock Options Valuation Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 8 years 2 months 12 days | ||
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 | 1.29% | 1.78% | 2.10% |
Expected volatility of common stock | 80.87% | 64.47% | 63.50% |
Expected life of options | 6 years 1 month 6 days | 6 years 1 month 6 days | |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.25% | 2.00% | 2.70% |
Expected volatility of common stock | 82.69% | 65.95% | 65.00% |
Expected life of options | 8 years 2 months 12 days | 8 years 2 months 12 days |
Stockholders' Equity_(Deficit90
Stockholders' Equity/(Deficit) - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | |||
Number of Shares, Outstanding, Beginning | 375,283 | 307,791 | 249,656 |
Number of Shares, Granted | 22,493 | 137,667 | 85,524 |
Number of Shares, Exercised | 0 | 0 | 0 |
Number of Shares, Cancelled | (65,361) | (70,174) | (27,390) |
Number of Shares, Outstanding, Ending | 332,415 | 375,283 | 307,791 |
Weighted Average Exercise Price Outstanding, Beginning | $ 32.04 | $ 32.04 | $ 39.72 |
Number of Shares, Options exercisable | 300,751 | 275,735 | 221,109 |
Weighted Average Exercise Price, Granted | $ 2.74 | $ 12.48 | $ 25.68 |
Weighted Average Exercise Price, Exercised | 0 | 0 | 0 |
Weighted Average Exercise Price, Cancelled | 32.82 | 32.88 | 41.76 |
Weighted Average Exercise Price, Outstanding, Ending | 21.55 | 32.04 | 32.04 |
Weighted Average Exercise Price, Options exercisable | $ 22.30 | $ 27.48 | $ 33.24 |
Stockholders' Equity_(Deficit91
Stockholders' Equity/(Deficit) - Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Shares Outstanding | shares | 332,415 |
Weighted Average Remaining Contractual Life in Years | 5 years 11 months 9 days |
Weighted Average Exercise Price | $ 21.55 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 2.02 |
Range of Exercise Prices (Maximum) | $ 12.84 |
Number of Shares Outstanding | shares | 164,326 |
Weighted Average Remaining Contractual Life in Years | 8 years 2 months 23 days |
Weighted Average Exercise Price | $ 11.16 |
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 | 75,158 |
Weighted Average Remaining Contractual Life in Years | 7 years |
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) | 34.68 |
Range of Exercise Prices (Maximum) | $ 39 |
Number of Shares Outstanding | shares | 82,098 |
Weighted Average Remaining Contractual Life in Years | 1 year 26 days |
Weighted Average Exercise Price | $ 35.12 |
Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 41.16 |
Range of Exercise Prices (Maximum) | $ 46.80 |
Number of Shares Outstanding | shares | 10,833 |
Weighted Average Remaining Contractual Life in Years | 11 months 1 day |
Weighted Average Exercise Price | $ 42.67 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Unvested, Beginning Balance | 92,696 | ||
Number of Shares, Granted | 388,573 | ||
Number of Shares, Vested | (209,183) | ||
Number of Shares, Cancelled | (33,165) | ||
Number of Shares Unvested, Ending Balance | 238,921 | 92,696 | |
Weighted Average Grant Date Fair Value Unvested, Beginning Balance | $ 13.20 | ||
Weighted Average Grant Date Fair Value, Granted | 3.54 | $ 12.48 | $ 17.16 |
Weighted Average Grant Date Fair Value, Vested | 5.43 | ||
Weighted Average Grant Date Fair Value, Cancelled | 4.65 | ||
Weighted Average Grant Date Fair Value Unvested, Ending Balance | $ 5.41 | $ 13.20 |
Stockholders' Equity_(Deficit93
Stockholders' Equity/(Deficit) - Summary of Common Stock Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Common Stock Warrants | 120,000 | |
Exercise Price | $ 1 | |
Class of Warrant One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Common Stock Warrants | 40,000 | |
Exercise Price | $ 3.52 | |
Termination Date | Jan. 10, 2021 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Net deferred tax asset | $ 0 | |
Federal income tax rate | 34.00% | 34.00% |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 154,327,996 | |
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 | $ 25,217,427 | |
2025 Through 2027 [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards subject to expiration | 43,000,000 | |
2028 Through 2036 [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards subject to expiration | $ 112,000,000 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
Federal | $ (481,055) | ||
State | $ 0 | $ 0 | 0 |
Total | (481,055) | ||
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, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss and tax credit carryforwards | $ 61,633,401 | |
Capital loss carryforward | 245,098 | |
Accrued expenses | 197,751 | |
Reserve for accounts receivable | 1,062,222 | |
Start-up costs | 25,598 | |
Excess of book over tax depreciation | 2,190,075 | |
Stock option and restricted stock award expense | 2,166,948 | |
Investment in unconsolidated entity | 2,229,210 | |
Less: valuation allowance | (69,481,041) | $ (64,553,394) |
Deferred tax assets | 269,262 | |
Deferred tax liability: | ||
Property and equipment basis | 69,311 | |
Prepaid expenses | 199,951 | |
Deferred tax liabilities | 269,262 | |
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, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 69,481,041 | $ 64,553,394 |
Change in valuation allowance | $ 4,927,647 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Expected (benefit) | $ (2,186,550) | $ (6,190,436) | $ (9,908,804) |
Effects of: | |||
State income taxes net of federal benefits | (65,082) | (184,257) | (294,933) |
Nondeductible expense | (1,083,185) | 1,854,717 | (126,601) |
Change in valuation allowance | 4,189,828 | 4,900,061 | 10,469,108 |
Foreign Rate Differential | $ (855,011) | $ (380,085) | (138,770) |
Reversal of Prior Year AMT Accrual | (481,055) | ||
Income tax provision (benefit) | $ (481,055) |
Major Customers - Additional In
Major Customers - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Number of customers | 2 | 2 |
Customer 1 [Member] | ||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Customers accounted from total revenue | 61.40% | 54.40% |
Customer 2 [Member] | ||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Customers accounted from total revenue | 38.50% | 30.10% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Millions | Mar. 11, 2015 | Feb. 28, 2011 | Dec. 31, 2016 | Feb. 28, 2017 | May 23, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 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% | |||||||||
Required minimum market capitalization value | $ 35,000,000 | ||||||||||
Cash and cash equivalents | 1,662,643 | $ 2,241,317 | $ 3,143,550 | $ 21,322,257 | |||||||
Working capital deficit | 24,500,000 | ||||||||||
Total assets | 5,083,665 | $ 6,913,016 | |||||||||
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 | ||||||||||
Bank loan maturity date | Mar. 18, 2017 | ||||||||||
Monaco [Member] | Subsequent Event [Member] | |||||||||||
Gain Contingencies [Line Items] | |||||||||||
Amount of debt financed | $ 5,000,000 | ||||||||||
Line of credit | $ 750,000 | ||||||||||
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 |
Quarterly Financial Data - U101
Quarterly Financial Data - Unaudited - Quarterly Financial Data (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue - net | $ 2,883,240 | $ 1,217,318 | $ 582,477 | $ 3,312,763 | $ 1,458,653 | $ 443,543 | $ 115,292 | $ 4,683,035 | $ 5,330,251 | $ 1,322,882 | |
Gross profit | 2,883,240 | 1,217,318 | 582,477 | 3,116,411 | 585,136 | 278,957 | (97,584) | ||||
Net income (loss) | $ (2,409,584) | $ (2,132,303) | $ (1,858,778) | $ 84,644 | $ 2,213,781 | $ (4,580,255) | $ (6,126,218) | $ (9,714,471) | $ (9,078,075) | $ (21,251,245) | $ (28,662,488) |
Basic and diluted net income per share | $ (0.32) | $ (0.28) | $ (0.25) | $ 0.01 | $ 0.33 | $ (0.61) | $ (0.85) | $ (1.33) | $ (0.84) | $ (2.46) | $ (3.74) |
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, 2016 | Dec. 31, 2015 |
Troubled Debt Restructuring, Debtor, Current Period [Line Items] | |||
Loans payable | $ 25,067,308 | $ 18,199,632 | |
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 |
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 | |
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) |
Other Debt - Additional Informa
Other Debt - Additional Information (Detail) | 1 Months Ended |
Aug. 31, 2016USD ($) | |
Debt Disclosure [Abstract] | |
Trade payable in accounts payable | $ 500,000 |
Trade payable, interest bearing interest rate | 12.00% |
Threshold gross revenue percentage of collateral asset treated as debt | 15.00% |
Net proceeds percentage of collateral asset treated as debt | 50.00% |
Debt instrument maturity date | Aug. 31, 2018 |
Collateral asset carrying value | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||
Reserve for doubtful accounts receivable | $ 2,345,729 | $ 2,315,797 | |
Neptune Minerals, Inc. [Member] | |||
Subsequent Event [Line Items] | |||
Carrying value of accounts receivable | $ 0 | ||
Monaco [Member] | |||
Subsequent Event [Line Items] | |||
Debt conversion description | All or a portion of this loan will be convertible into up to 50% of our equity interests in our wholly owned subsidiary. If the lender chooses to convert the debt, each $1.0 million of indebtedness is to be convertible into 10% of the equity interest of our wholly owned subsidiary, up to 50%. If the loan is paid in full, the lender will still have the option to buy up to 50% of the equity interest in the same manner as the aforementioned $1.0 million per 10%. This option will remain for twelve months after the loan is paid in full. After this twelve-month period, the lender may extend the option for up to two additional years by making a payment of $0.5 million per year. | ||
Monaco [Member] | Neptune Minerals, Inc. [Member] | |||
Subsequent Event [Line Items] | |||
Reserve for doubtful accounts receivable | $ 2,345,729 | $ 2,315,797 | |
Monaco [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Amount of debt financed | $ 5,000,000 | ||
Line of credit | $ 750,000 | ||
Line of credit, interest rate | 10.00% | ||
Line of credit, expiration period | 24 months | ||
Line of credit, expiration date | Mar. 15, 2017 | ||
Equity interests in wholly owned subsidiary collateral percentage | 50.00% | ||
Percentage of equity interests in wholly owned subsidiary | 50.00% | ||
Amount of debt converted during period | $ 1,000,000 | ||
Minimum equity interests in wholly owned subsidiary per lot | 10.00% | ||
Maximum equity interests in wholly owned subsidiary per lot | 50.00% | ||
Payment made to extend the option to convert debt | $ 500,000 | ||
Monaco [Member] | Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility for shipwreck search and recovery projects | 2,000,000 | ||
Monaco [Member] | Subsequent Event [Member] | Neptune Minerals, Inc. [Member] | |||
Subsequent Event [Line Items] | |||
Reserve for doubtful accounts receivable | 2,345,729 | ||
Carrying value of accounts receivable | 0 | ||
Monaco [Member] | Subsequent Event [Member] | Shipwreck Search and Recovery Projects [Member] | |||
Subsequent Event [Line Items] | |||
Amount of debt financed | $ 3,000,000 |
Schedule II - Valuation and 108
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory Reserve [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | $ 371,332 | $ 371,332 | |
Charged (credited) to expenses | $ 0 | 0 | 0 |
Charged (credited) to other accounts | (251,023) | ||
Deductions | (120,309) | ||
Balance at ending of year | 371,332 | ||
Accounts Receivable Reserve [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | 2,315,797 | 4,631,593 | 5,131,593 |
Charged (credited) to expenses | 0 | 0 | 0 |
Charged (credited) to other accounts | (29,932) | (2,315,796) | |
Deductions | 500,000 | ||
Balance at ending of year | $ 2,345,729 | $ 2,315,797 | $ 4,631,593 |