Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 08, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OMEX | ||
Entity Registrant Name | ODYSSEY MARINE EXPLORATION INC | ||
Entity Central Index Key | 0000798528 | ||
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 | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 9,222,199 | ||
Entity Public Float | $ 65.3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,786,832 | $ 1,108,193 |
Restricted cash | 10,135 | 10,010 |
Accounts receivable and other, net | 789,421 | 232,380 |
Other current assets | 1,016,136 | 495,527 |
Total current assets | 4,602,524 | 1,846,110 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 11,033,536 | 16,738,898 |
Accumulated depreciation | (10,915,557) | (16,145,082) |
Total property and equipment | 117,979 | 593,816 |
NON-CURRENT ASSETS | ||
Investment in unconsolidated entity | 752,667 | |
Other non-current assets | 532,500 | |
Total non-current assets | 752,667 | 532,500 |
Total assets | 5,473,170 | 2,972,426 |
CURRENT LIABILITIES | ||
Accounts payable | 2,772,423 | 2,396,835 |
Accrued expenses | 9,804,546 | 6,551,335 |
Loans payable | 29,448,988 | 24,363,442 |
Total current liabilities | 42,025,957 | 33,311,612 |
LONG-TERM LIABILITIES | ||
Loans payable | 3,000,000 | |
Deferred income and revenue participation rights | 4,643,750 | 4,643,750 |
Total long-term liabilities | 4,643,750 | 7,643,750 |
Total liabilities | 46,669,707 | 40,955,362 |
Commitments and contingencies (NOTE O) | ||
STOCKHOLDERS' EQUITY/(DEFICIT) | ||
Preferred stock - $.0001 par value; 24,984,166 shares authorized; none outstanding | 0 | 0 |
Common stock - $.0001 par value; 75,000,000 shares authorized; 9,222,199 and 8,466,909 issued and outstanding | 922 | 847 |
Additional paid-in capital | 217,993,953 | 212,103,344 |
Accumulated (deficit) | (239,882,346) | (234,709,910) |
Total stockholders' equity/(deficit) before non-controlling interest | (21,887,471) | (22,605,719) |
Non-controlling interest | (19,309,066) | (15,377,217) |
Total stockholders' equity/(deficit) | (41,196,537) | (37,982,936) |
Total liabilities and stockholders' equity/(deficit) | $ 5,473,170 | $ 2,972,426 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
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 | 9,222,199 | 9,222,199 |
Common stock, shares outstanding | 8,466,909 | 8,466,909 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUE | |||
Revenue | $ 3,275,753 | $ 1,248,477 | $ 4,683,035 |
OPERATING EXPENSES | |||
Operations and research | 3,688,560 | 3,438,389 | 8,267,401 |
Gain on sale of marine assets | (992,595) | ||
Marketing, general and administrative | 5,654,409 | 6,167,181 | 7,959,122 |
Total operating expenses | 9,342,969 | 9,605,570 | 15,233,928 |
LOSS FROM OPERATIONS | (6,067,216) | (8,357,093) | (10,550,893) |
OTHER INCOME OR (EXPENSE) | |||
Interest income | 56,408 | 112 | |
Interest expense | (3,142,280) | (2,727,235) | (2,396,994) |
Change in derivative liabilities fair value | 3,402,416 | ||
Other | 48,803 | 63,074 | 467,396 |
Total other income or (expense) | (3,037,069) | (2,664,049) | 1,472,818 |
LOSS BEFORE INCOME TAXES | (9,104,285) | (11,021,142) | (9,078,075) |
Income tax benefit (provision) | 0 | 0 | 0 |
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (9,104,285) | (11,021,142) | (9,078,075) |
Non-controlling interest | 3,931,849 | 3,261,670 | 2,762,054 |
NET (LOSS) | $ (5,172,436) | $ (7,759,472) | $ (6,316,021) |
LOSS PER SHARE | |||
Basic and diluted | $ (0.60) | $ (0.95) | $ (0.84) |
Weighted average number of common shares outstanding | |||
Basic and diluted | 8,583,795 | 8,209,539 | 7,564,082 |
Cargo and Other [Member] | |||
REVENUE | |||
Revenue | $ 835,756 | $ 11,854 | $ 7,057 |
Expedition [Member] | |||
REVENUE | |||
Revenue | $ 2,439,997 | $ 1,236,623 | $ 4,675,978 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / (Deficit) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] |
Beginning Balance, Shares at Dec. 31, 2015 | 7,541,111 | |||||
Preferred stock converted to common, Share | 0 | |||||
Common stock issued for services, shares | 177,255 | |||||
Ending Balance, Shares at Dec. 31, 2016 | 7,718,366 | |||||
Beginning Balance at Dec. 31, 2015 | $ 754 | $ 204,438,148 | $ (220,634,417) | $ (9,353,493) | ||
Preferred stock converted to common | $ 0 | |||||
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 | (31,102,867) | $ 772 | 207,962,346 | (226,950,438) | (12,115,547) | |
Preferred stock converted to common, Share | 0 | |||||
Common stock issued for settlement of senior convertible notes, Shares | 670,455 | |||||
Common stock issued for services, shares | 78,088 | |||||
Ending Balance, Shares at Dec. 31, 2017 | 8,466,909 | |||||
Preferred stock converted to common | $ 0 | |||||
Net (loss) | (7,759,472) | (7,759,472) | (3,261,670) | |||
Common stock issued for settlement of senior convertible notes | $ 67 | 3,352,207 | ||||
Common stock issued for services | 8 | |||||
Share-based compensation | 725,866 | |||||
Beneficial conversion feature on convertible debt | 62,925 | |||||
Ending Balance at Dec. 31, 2017 | (37,982,936) | $ 847 | 212,103,344 | (234,709,910) | (15,377,217) | |
Common stock issued for cash | 700,000 | |||||
Preferred stock converted to common, Share | 0 | |||||
Common stock issued for services, shares | 55,290 | |||||
Ending Balance, Shares at Dec. 31, 2018 | 9,222,199 | |||||
Common stock issued for cash | $ 70 | |||||
Preferred stock converted to common | $ 0 | |||||
Net (loss) | (5,172,436) | (5,172,436) | (3,931,849) | |||
Common stock issued for services | 5 | |||||
Share-based compensation | 278,941 | |||||
Fair value of warrants attached convertible debt | 303,812 | |||||
Beneficial conversion feature on convertible debt | 746,187 | |||||
Common stock issued for cash, net | 4,561,669 | |||||
Ending Balance at Dec. 31, 2018 | $ (41,196,537) | $ 922 | $ 217,993,953 | $ (239,882,346) | $ (19,309,066) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) before non-controlling interest | $ (9,104,285) | $ (11,021,142) | $ (9,078,075) |
Adjustments to reconcile net loss to net cash (used) in operating activities: | |||
Note payable interest accretion | 111,180 | 384,060 | 272,826 |
Senior convertible debt interest settled with common stock issuance | 302,274 | ||
Share-based compensation | 278,947 | 725,875 | 1,662,978 |
Depreciation and amortization | 453,466 | 760,766 | 1,063,267 |
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) | ||
Financed lender fees | 50,000 | 50,000 | |
Investment in unconsolidated entity | (752,667) | ||
Gain on sale of equipment | (897,664) | (289,328) | (992,595) |
Deferred revenue | (383,148) | ||
(Increase) decrease in: | |||
Accounts receivable | (578,156) | 241,426 | 297,837 |
Other assets | 11,891 | 113,922 | (204,380) |
Increase (decrease) in: | |||
Accounts payable | 496,068 | 999,488 | (329,864) |
Accrued expenses and other | 3,528,805 | 1,881,977 | 2,228,070 |
NET CASH (USED) IN OPERATING ACTIVITIES | (6,452,415) | (5,850,682) | (8,305,192) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of equipment | 1,003,662 | 80,000 | 200,000 |
Purchase of property and equipment | (9,624) | (129,684) | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 994,038 | 80,000 | 70,316 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of loan payable | 1,925,000 | 5,625,000 | 7,825,000 |
Restricted cash held as collateral | (125) | (10,000) | |
Settlement receipts from contractual obligation | 15,000,000 | ||
Payment of contractual obligation | (14,000,000) | ||
Proceeds from sale of common stock | 4,561,739 | ||
Repayment of loan and debt obligations | (349,598) | (408,768) | (158,798) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 7,137,016 | 5,216,232 | 7,656,202 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,678,639 | (554,450) | (578,674) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 1,108,193 | 1,662,643 | 2,241,317 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 2,786,832 | 1,108,193 | 1,662,643 |
SUPPLEMENTARY INFORMATION: | |||
Interest paid | 1,247,337 | 622,055 | 893,502 |
Income taxes paid | $ 0 | $ 0 | 0 |
NON-CASH TRANSACTIONS: | |||
Accrued and director fees compensation paid by equity instruments | 177,500 | ||
Accounts payables settled as non-cash consideration for the sale of equipment | 890,598 | ||
Asset received as non-cashconsideration for the sale of other property and equipment | $ 350,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended |
Apr. 30, 2018 | Jun. 30, 2017 | |
Marine Vessel [Member] | ||
Cash proceeds from sale of vessel | $ 650,000 | |
Monaco [Member] | ||
Back rent considered as part of loan | $ 99,366 | |
Note 2 [Member] | ||
Loans payable, repayment | 650,000 | |
Epsilon Acquisitions, LLC [Member] | Notes Payable, Other Payables [Member] | ||
Converted instrument, amount | 3,050,000 | |
Accrued interest | $ 302,274 | |
Conversion of stock, shares Issued | 670,455 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 2014-09, In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). 470-20, In March 2018, the FASB issued ASU No. 2018-05, Income Taxes 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 non-wholly 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 as well as ASU 2019-09, Account receivables are based on amounts billed to customers. Management has elected to record bad debts using the direct write-off write-off 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 $10,135 of restricted cash for collateral related to a corporate credit card program. 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. Impairment losses are included in depreciation at the time of impairment. 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. Items that may require major overhauls (such as engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever 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. The smaller vessel we received as consideration when we sold our Odyssey Explorer Earnings Per Share 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 Earnings Per Share. two-class two-class two-class 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 if-converted two-class At December 31, 2018, 2017 and 2016 the weighted average common shares outstanding were 8,583,795, 8,209,539 and 7,564,082, respectively. For the periods ending December 31, 2018, 2017 and 2016 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: 2018 2017 2016 Average market price during the period $ 6.81 $ 3.98 $ 3.46 In the money potential common shares from options excluded 13,450 7,023 4,979 In the money potential common shares from warrants excluded 50,640 13,869 — Potential common shares from out-of-the-money Per share exercise price 2018 2017 2016 Out of the money options excluded: $ 3.59 — — 7,521 $12.48 136,833 137,666 137,666 $12.84 4,167 4,167 4,167 $26.40 75,158 75,158 75,158 $34.68 — — 73,765 $39.00 — 8,333 8,333 $41.16 — — 833 $42.00 — — 8,333 $46.80 — — 1,667 Out-of-the-money $ 3.52 — — 120,000 $ 7.16 700,000 — — $12.00 60,625 — — Total excluded 981,783 225,324 437,443 Potential common shares from outstanding Convertible Preferred Stock calculated per the if-converted 2018 2017 2016 Excluded Convertible Preferred Stock — — — 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: 2018 2017 2016 Excluded unvested restricted stock awards 41,667 132,826 113,889 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 $ (5,172,436 ) $ (7,759,472 ) $ (6,316,021 ) Cumulative dividends on Series G Preferred Stock — — — Numerator, basic and diluted net loss available to stockholders $ (5,172,436 ) $ (7,759,472 ) $ (6,316,021 ) 12 Month 12 Month 12 Month Denominator: Shares used in computation – basic: Weighted average common shares outstanding 8,583,795 8,209,539 7,564,082 Shares used in computation – diluted: Weighted average common shares outstanding 8,583,795 8,209,539 7,564,082 Net loss per share – basic and diluted $ (0.60 ) $ (0.95 ) $ (0.84 ) 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. 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 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. non-binding Level 3. non-binding non-binding 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 |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017, our uninsured cash balance was approximately $2.6 million and $0.8 million, respectively. We do not have any outstanding loans that bear variable interest rates thus we do not have any corresponding interest rate risk. |
Accounts Receivable and Other,
Accounts Receivable and Other, Net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable and Other, Net | NOTE C – ACCOUNTS RECEIVABLE AND OTHER, NET Our accounts receivable consisted of the following: December 31, 2018 December 31, 2017 Trade $ 9,466 $ 7,376 Related party 664,596 183,453 Other 115,359 41,551 Accounts receivable, net $ 789,421 $ 232,380 Monaco and its related affiliates owe us $612,498 and $183,453 for the periods ended December 31, 2018 and 2017, respectively, for support services and marine services rendered on their behalf. See NOTE J for further information regarding Monaco. During the quarter ended September 30, 2018, we began providing services for a deep-sea |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
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 $ 478,560 $ 471,686 Project deposit 532,500 — Deposits 5,076 23,841 Total other current assets $ 1,016,136 $ 495,527 For the period ended December 31, 2018, prepaid expenses consisted of $388,137 for directors and officer’s insurance, $40,119 for marine insurance, $38,674 of professional services and $11,630 of other insurances. The Project deposit pertains to the HMS Sussex |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE E – PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, December 31, Computers and peripherals 1,021,844 1,278,461 Furniture and office equipment 1,907,116 2,625,028 Marine equipment 8,104,576 12,835,409 11,033,536 16,738,898 Less: Accumulated depreciation (10,915,557 ) (16,145,082 ) Property and equipment, net $ 117,979 $ 593,816 During 2018, we sold marine assets with an approximate gross cost of $4.6 million and an approximate net book value of $0.1 million to a Monaco related company for $1.0 million cash and assumed debt. During 2017, we sold this marine vessel to a related party, Monaco Financial, LLC, for $650,000. The consideration for this vessel was applied against our loan balance to Monaco in the amount of $650,000, see NOTE H. During 2016, we sold marine operational assets for a gain of $992,595 of which $792,595 is non-cash. non-cash in-kind |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Other Non-Current Assets | NOTE F – OTHER NON-CURRENT Other long-term assets consist of the following: December 31, December 31, Deposits $ — $ 532,500 Total other long-term assets $ — $ 532,500 Deposits for the year ended December 31, 2017 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, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment In Unconsolidated Entity | NOTE G – INVESTMENT IN UNCONSOLIDATED ENTITY Neptune Minerals, Inc. (NMI) Our current investment in NMI consists of 3,092,488 Class B Common non-voting non-voting non-voting 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. As of December 31, 2018, the net carrying value of our investment in NMI was zero in our consolidated financial statements. Chatham Rock Phosphate, Limited. During 2012, we performed deep-sea Debt and Equity Securities CIC, LLC In 2018, we entered into a transaction with a company controlled by Greg Stemm, the Chairman of the Board for Odyssey (See NOTE J for related parties). This company is pursuing deep water mining permits in foreign waters. Due to the initial structure of the company, we determined this venture to be a VIE consistent with ASU 2015-2. We have determined that we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. Additionally, we also will record the investment under the cost method as we have determined we do not exercise significant influence over the entity. We will assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded. At December 31, 2018, the accumulated expected investment in the entity is $752,667 which is classified as an investment in unconsolidated entity in our consolidated balance sheets. The agreements were executed in January 2019 which is when we received our equity units for our services rendered. We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. These legal entities are referred to as “variable interest entities” or “VIEs.” We would consolidate the results of any such entity in which we determined we had a controlling financial interest. We would have a “controlling financial interest” in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in any investments we have in these legal entities. We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Loans Payable | NOTE H – LOANS PAYABLE The Company’s consolidated notes payable consisted of the following: December 31, 2018 December 31, Note 1 – Monaco 2014 $ 2,800,000 $ 2,800,000 Note 2 – Monaco 2016 1,175,000 1,138,441 Note 3 – MINOSA 1 14,750,001 14,750,001 Note 4 – Epsilon 1,000,000 1,000,000 Note 5 – SMOM 3,500,000 3,000,000 Note 6 – MINOSA 2 5,050,000 4,675,000 Note 7 – Monaco 2018 1,099,366 — Note 8 – Promissory note 74,621 — $ 29,448,988 $ 27,363,442 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 advanced on October 1, 2014; and (iii) $2.5 million (the “Third Tranche”) was advanced on December 1, 2014. The Notes bear interest at a rate equal to 11% per annum. The Notes also contain an option whereby Monaco can purchase shares of Oceanica held by Odyssey (the “Share Purchase Option”) at a purchase price that 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 in our Form 10-K re-priced Note 2 – Monaco 2016 In March 2016, Monaco agreed to lend us an additional $1,825,000. 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 was payable on April 15, 2018. This indebtedness has matured, but Monaco has not demanded payment because we are in negotiations with Monaco to set a new maturity date. As of the maturity date, the interest rate was adjusted to the default rate of 18% per annum. The current outstanding balance as of December 31, 2018 was $1,175,000. 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 priority security interest in (a) one-half deep-tow 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. Because the option is out of the money, it has no material fair value as of the inception date or currently. 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. This BCF has been fully amortized as of March 31, 2018. For the twelve-months ended December 31, 2018 and 2017, interest expense related to the discount in the amount of $0 and $252,940, respectively, was recorded. For the twelve months ended December 31, 2018 and 2017, accrued interest in the amount of $224,846 and $134,527, respectively, 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 advanced 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 from the SS Central America On December 10, 2015, the Monaco call option related to the Oceanica shares held by us was extended until December 31, 2017. 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 combined total indebtedness of Monaco’s Note 1 and Note 2, Monaco can convert this debt into 3,174,603 shares of Oceanica at a fixed conversion price of $1.00 per share, or $3,174,603. Any remaining debt in excess of $3,174,603 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 470-50-40-10 pre-modification pre-modification 470-50-40-2 Step 1 pre-modification 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 paid-in Step 2 pre-modification 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 470-50-40-2 Note 3 – MINOSA On March 11, 2015, in connection with a Stock Purchase Agreement, 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 agreed 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 phosphate deposit 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. This indebtedness is classified as short-term debt. 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”). On 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 implemented on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also implemented 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 was $14.75 million at December 31, 2018. The maturity date of this indebtedness has been amended and matured on March 18, 2017. Per Note 6 MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment. See Note 6 – MINOSA 2 for further qualifications. During December 2017, MINOSA transferred this debt to its parent company. For the twelve months ended December 31, 2018 and 2017, accrued interest in the amount of $1,180,000 and $1,180,000, respectively, was recorded. 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, 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 $ 1,750,001 $ 14,750,001 The call option amount of $383,148 represented a debt discount. This discount has been fully accreted up to face value using the effective interest method. 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 was 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 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 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 the transaction 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 was amortized over the life of the loan. 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 evidenced by 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. 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 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 Accounting considerations for additional tranches 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 Warrant’s fair value was calculated using Black-Scholes Merton (“BSM”). The aggregate fair value of the Warrant totaled $303,712. Since the Warrant was issued as an inducement to Epsilon to issue additional debt, we recorded an inducement expense of $303,712. For the twelve months ended December 31, 2018 and 2017, accrued interest in the amount of $99,998 and $299,294, respectively, was recorded. Term Extension (March 21, 2017) On March 21, 2017 we entered into an amendment to the Restated Note Purchase Agreement with Epsilon. In connection with the existing $6.0 million of indebtedness, the adjusted principal balance is due and payable in full upon the earlier of (i) written demand by Epsilon or (ii) such time as Odyssey or the guarantor pays any other indebtedness for borrowed money prior to its stated maturity date. As such the Company amortized the notes up to their face value of $6,050,000 and they are classified as short-term. However, since Epsilon converted the first $3.0 million into 670,455 of our common shares and assigned $2.0 million to MINOSA, the current principal indebtedness at December 31, 2018 is $1.0 million. Note 5 – SMOM On May 3, 2017, we entered into a Loan and Security Agreement (“Loan Agreement”) with SMOM. Pursuant to the Loan Agreement, SMOM agreed to loan us up to $3.0 million as evidenced by a convertible promissory note. As a commitment fee, we assigned the remaining 50% of our Neptune Minerals, LLC receivable to SMOM. This receivable had zero carrying value on our balance sheet and due to the age and collectability was deemed to have no fair value. The indebtedness bears interest at a rate of 10% per annum and matures on the second anniversary of this Loan Agreement which is May 3, 2019. On April 20, 2018, the loan was amended, and the principal amount of the Loan was increased to $3,500,000. The loan balance at December 31, 2018 is $3.5 million. The holder has the option to convert up to $2.0 million of any unpaid principal and interest into up to 50% of the equity interest held by Odyssey in Aldama Mining Company, S.de R.L. de C.V. which is a wholly owned subsidiary of ours. The conversion value of $1.0 million equates to 10% of the equity interest in Aldama. If the holder elects to acquire the entire 50% of the equity interest, the Holder has to pay the deficiency in cash. As additional consideration for the loan, the holder has the right to purchase from Odyssey all or a portion of the equity collateral (up to the 50% of the equity interest of Aldama) for the option consideration ($1.0 million for each 10% of equity interests) during the period that is the later of (i) one year after the maturity date and (ii) one year after the loan is repaid in full, the expiration date. The lender may also choose to extend the expiration date annually by paying $500,000 for each year extended. For the twelve months ended December 31, 2018 and 2017, accrued interest in the amount of $330,822 and $204,863, respectively, was recorded. 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 not result in a BCF because the effective conversion price was equal to the Company’s stock price on the date of issuance. Note 6 – MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the “Minosa Purchase Agreement”) with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $3.0 million. During 2017, we borrowed $2.7 million against this facility and Epsilon assigned $2.0 million of its debt to MINOSA. At December 31, 2018, the outstanding principal balance, including the Epsilon assignment, is $5.05 million. The indebtedness is evidenced by a secured convertible promissory note (the “Minosa Note”) and bears interest at a rate equal to 10.0% per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment. MINOSA has not provided any notice they intend to issue a payment demand notice. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA has the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $4.41 per share. During December 2017, MINOSA transferred this debt to its parent company. 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 $62,925 was recorded. As of December 31, 2017, all of the BCF has been accreted to the income statement. The BCF represented a debt discount that was amortized over the life of the loan. For the twelve months ended December 31, 2018 and 2017, accrued interest in the amount of $504,075 and $142,110, respectively, was recorded. As previously reported, Epsilon loaned us an aggregate of $6.0 million pursuant to an amended and restated convertible promissory Minosa Note, dated as of March 18, 2016, as further amended and restated on October 1, 2016 (the “Epsilon Note”). Since then, Epsilon has assigned $2.0 million of the indebtedness under the Epsilon Note to MINOSA. Along with Epsilon, we entered into a second amended and restated convertible promissory note (the “Second AR Epsilon Note”), which further amends and restates the Epsilon Note. The stated principal amount of the Second AR Epsilon Note is $1.0 million (which reflects the outstanding principal balance remaining after giving effect to Epsilon’s (x) previous assignment of $2.0 million of the indebtedness under the Epsilon Note to MINOSA and (y) conversion of $3.0 million of the indebtedness under the Epsilon Note into shares of our common stock). The Second AR Epsilon Note further provides that the outstanding principal balance under the Second AR Epsilon Note and all accrued interest and fees are due and payable upon written demand by Epsilon; provided, that Epsilon agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Second AR Epsilon Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment. Upon the closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of Minosa (“Penelope”), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No. 5 to Promissory Note and Amendment No. 2 to Stock Purchase Agreement (the “Second AR Waiver”). Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the “SPA”), by and among us, Minosa, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby. Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the “SPA Note”), in the principal amount of $14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full. The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa Note, Penelope may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment. The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day Pursuant to second amended and restated pledge agreements (the “Second AR Pledge Agreements”) entered into by us in favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and MINOSA entered into a second amended and restated registration rights agreement (the “Second AR Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Conversion Shares”) of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa Note. Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3, Note 7 – Monaco 2018 During the period ended March 31, 2018, Monaco advanced us $1.0 million that was applied to a loan agreement that was executed on April 20, 2018. Monaco also agreed to treat $99,366 of back rent owed by us to Monaco as part of this loan resulting in an aggregate principal amount of $1,099,366 at December 31, 2018. The indebtedness bears interest at 10.0% percent per year. All principal and any unpaid interest is to be payable on the first anniversary of this agreement, April 20, 2019. This debt is secured by cash proceeds, if any, from our future shipwreck projects we have contracted with Magellan. As additional consideration, their share purchase option expiration date, as discussed in Note 1 – Monaco 2014 and Note 2 – Monaco 2016 above, has been extended from 30 days to seven months after the note becomes paid in full. For the twelve months ended December 31, 2018 and 2017, accrued interest in the amount of $79,539 and $0, respectively, was recorded. Note 8 – Promissory note On July 12, 2018, we entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with two individuals (the “Lenders”), one of whom holds in excess of 5.0% of our outstanding common stock. Pursuant to the Purchase Agreement, the Lenders agreed to lend an aggregate of $1,050,000 to us, which was advanced in three tranches on July 12, 2018, $500,000, August 17, 2018, $300,000 and October 4, 2018, $250,000. The indebtedness is evidenced by secured convertible promissory notes (the “Notes”) and bears interest at a rate equal to 8.0% per annum. Unless otherwise converted as described below, the entire outstanding principal balance under the Notes and all accrued interest and fees are due and payable on July 12, 2019. At any time after to the first to occur of (a) a sale by us of additional Notes or (b) September 12, 2018, the Lenders have the right to convert all amounts outstanding under the Notes into either (x) shares of our common stock at the conversion rate of $8.00 per share, (y) $500,000 of the indebtedness owed by Exploraciones Oceanicas S. de R. L. de C.V. (“ExO”) to Oceanica Marine Operations, S.R.L. (“OMO”), or (z) a 7.5% interest in Aldama Mining Company, S. de R. L. de C.V. (“Aldama”). We indirectly hold a controlling interest in ExO; OMO and Aldama are indirect, wholly owned subsidiaries of ours. In connection with the issuance and sale of the Notes, we issued warrants to purchase common stock (the “Warrants”) to the Lenders. The Lenders may exercise the Warrants to purchase an aggregate of 50,000 shares of our common stock at an exercise price of $12.00 per share. The Warrants are exercisable during the period commencing on the date on which the Notes are converted into shares of our common stock and ending on July 12, 2021. Pursuant to a Pledge Agreement, dated as of July 12, 2018 (the “Pledge Agreement”), our obligations under the Notes are secured by a pledge of a portion of Odyssey’s ownership interest in Aldama and another entity. Pursuant to a Registration Rights Agreement (the “Rights Agreement”) among us and the Lenders, we granted the Lenders “piggy-back” registration rights with respect to the shares of our common stock issuable upon conversion of the Notes and the exercise of the Warrants. The Purchase Agreement, the Notes, the Warrants, the Pledge Agreement, and the Rights Agreement include representations and warranties and other covenants, conditions, and other provisions customary for comparable transactions. 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 the transaction for proper classification under ASC 480 Distinguishing Liabilities from Equity (“ASC 480”), ASC 815 Derivatives and Hedging (“ASC 815”). We determined that the debt achieved conventional convertible status and that the equity conversion option was in the money at inception which required the calculation of a beneficial conversion feature (“BCF”). The fair value of the warrants and BCF component exceeded the amount of proceeds, therefore, they were limited to the cash proceeds of $1,050,000 at December 31, 2018. As a result, there was no value allocated to the debt at inception. The debt is being accreted to face value over its term using the effective interest method. For the twelve months ended December 31, 2018, we recorded $74,621 in interest expense associated with the accretion of the debt discount and the carrying value of the notes at December 31, 2018 was $74,621. Therefore, the book balance of this debt at December 31, 2018 is $74,621 and the actual face value is $1.05 million. For the twelve months ended December 31, 2018 and 2017, accrued interest in the amount of $33,284 and $0, respectively, was recorded. Long-Term Obligation Maturities We do not have any long-term obligations that mature beyond 12 months from December 31, 2018. 2019 is the third year of our three year corporate headquarter operating lease. We entered into the operating lease with Monaco Financial, LLC, a related party; however, the buil |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE I – ACCRUED EXPENSES Accrued expenses consist of the following: 2018 2017 Compensation and incentives $ 2,567,732 $ 1,871,071 Professional services 400,367 329,640 Interest 6,508,621 4,056,337 Accrued insurance obligations 309,826 249,247 Other operating 18,000 45,040 Total accrued expenses $ 9,804,546 $ 6,551,335 Professional fees are mainly attributable to legal fees and related and other professional services in support of operations. Included in Professional fees are $230,500 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 2019 and beyond. Mr. Stemm has an additional $80,509 of fees due in accounts payable at December 31, 2018. These fees will be remitted at a mutually agreeable time in the future. Compensation and incentives includes $1.8 million accrued incentive awards for the company employees for 2017 and prior and $0.8 million for 2018. 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 requirements. Other operating expenses contain general items due resulting from general operations. Accrued interest is due to several lenders per debt agreements described in NOTE H. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE J – 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 Based on the economic substance of our business transactions with Monaco Financial, LLC, we consider Monaco to be an affiliated company, thus a related party. We do not own any financial interest in Monaco. We had accounts receivable with Monaco and related affiliates at December 31, 2018 of $612,498 and at December 31, 2017 of $183,453. We had general operating payables with Monaco at December 31, 2018 of $233,855 and at December 31, 2017 of $200,801. See NOTE H for further debt arrangements between the entities. During 2018, we performed marine shipwreck search and recovery services for this related party and recognized year to date revenue of $2.2 million. Until October 2018, we leased our corporate office space on an annually renewable basis from Monaco at $20,080 per month; however, the building in which we lease this space was sold during October 2018 to a non-affiliate. During 2018, we provided services to a deep-sea |
Deferred Income and Revenue Par
Deferred Income and Revenue Participation Rights | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Income and Revenue Participation Rights | NOTE K – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS The Company’s participating revenue rights and deferred revenue consisted of the following for the respective year end: December 31, 2018 December 31, 2017 “ Cambridge $ 825,000 $ 825,000 “ Seattle 62,500 62,500 Galt Resources, LLC (HMS Victory 3,756,250 3,756,250 Total revenue participation rights $ 4,643,750 $ 4,643,750 “ Cambridge ” project We previously sold Revenue Participation Certificates (“RPCs”) that represent the right to share in our future revenues derived from the “ Cambridge Sussex Cambridge” Each $50,000 convertible “ Cambridge” Cambridge Cambridge Cambridge “ Seattle ” project In a private placement that closed in September 2000, we sold “units” consisting of “ Republic” Seattle Republic Seattle The participating rights balance will be amortized under the units of revenue method once management can reasonably estimate potential revenue for each of these projects. The RPCs for the “ Cambridge Seattle” Galt Resources, LLC In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested $7,512,500 representing rights to future revenues of any one project Galt selected prior to December 31, 2011. If the project is successful and generates sufficient proceeds, Galt will recoup their investment plus three times the investment. Galt’s investment return will be paid out of project proceeds. Galt will receive 50% of project proceeds until this amount is recouped. Thereafter, they will share in additional net proceeds of the project at the rate of 1% for every million invested. Subsequent to the original syndication deal, we reached an agreement permitting Galt to bifurcate their selection between two projects, the SS Gairsoppa Victory Victory Victory Gairsoppa Gairsoppa Victory |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity/(Deficit) | NOTE L – STOCKHOLDERS’ EQUITY/(DEFICIT) Common Stock On October 31, 2018, we sold in the aggregate 700,000 shares of our common stock and warrants to purchase up to 700,000 shares of our common stock. The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase one shares of common stock. The purchase price for each unit is $7.155. The warrants have an exercise price of $7.155 per share of common stock and are exercisable in accordance with their terms at any time on or before the close of business on November 2, 2023. In April 2017, Epsilon converted $3.3 million of their principal and accrued interest into 670,455 shares of our common stock at a conversion price of $5.00. See NOTE H for further information. 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 Per Share Total Investment 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 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 AA-1 AA-2 AA-2 Dividends Liquidation Preference 360-day 30-day Voting Rights Conversion Rights non-assessable 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 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 will 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 non-qualified 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, 2018, 2017 and 2016 was $415,615, $833,985 and $1,778,461, respectively. We did not grant stock options to employees in 2018. We did grant options to two outside directors 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, 2018, 2017 and 2016 were $0.00, $0.00 and $1.75, 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, 2018, 2017 and 2016: 2018 2017 2016 Risk-free interest rate — — 1.29 - 2.25% Expected volatility of common stock — — 80.87 - 82.69% Dividend yield — — 0% Expected life of options — — 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 Shares Weighted Average Exercise Price 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 Granted — $ — Exercised — $ — Cancelled (84,598 ) $ 35.59 Outstanding at December 31, 2017 247,817 $ 16.76 Granted — $ — Exercised — $ — Cancelled (9,166 ) $ 36.52 Outstanding at December 31, 2018 238,651 $ 15.95 Options exercisable at December 31, 2016 300,751 $ 22.30 Options exercisable at December 31, 2017 247,817 $ 16.76 Options exercisable at December 31, 2018 238,651 $ 15.95 The aggregate intrinsic values of options exercisable for the fiscal years ended December 31, 2018, 2017 and 2016 were $15,564, $0 and $16,633, respectively. The aggregate intrinsic values of options outstanding for the fiscal years ended December 31, 2018, 2017 and 2016 were $15,564, $0 and $16,633, respectively. The aggregate intrinsic values of options exercised during the fiscal years ended December 31, 2018, 2017 and 2016 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 options vested during the fiscal years ended December 31, 2018, 2017 and 2016 was $0, $231,952 and $828,497, respectively. As of December 31, 2018, there was no remaining amount of unrecognized compensation cost related to unvested share-based compensation awards granted to employees under the option plans. Therefore, there is no cost to be recognized over any future weighted average periods. The following table summarizes information about stock options outstanding at December 31, 2018: Stock Options Outstanding Range of Exercise Prices Number of Shares Weighted Average Weighted Average Exercise $26.40 - $26.40 75,158 5.00 $ 26.40 $12.48 - $12.84 141,000 6.00 $ 12.48 $2.02 - $3.59 22,493 7.65 $ 2.74 238,651 5.84 $ 15.95 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, 2018 and changes during the year ended December 31, 2018 is presented as follows: Number of Weighted Average Unvested at December 31, 2017 132,826 $ 5.90 Granted — $ — Vested (91,159 ) $ 3.55 Cancelled — $ — Unvested at December 31, 2018 41,667 $ 11.04 The fair value of restricted stock awards vested during the years ended December 31, 2018, 2017 and 2016 was $323,614, $408,466 and $715,406, respectively. The fair value of unvested restricted stock awards remaining at the periods ended December 31, 2018, 2017 and 2016 is $460,000, $500,754 and $817,110, respectively. The weighted-average grant date fair value of restricted stock awards granted during the periods ended December 31, 2018, 2017 and 2016 were nil, nil and $3.54, respectively. The weighted-average remaining contractual term of these restricted stock awards at the periods ended December 31, 2018, 2017 and 2016 are 0.8, 1.0 and 2.0 years, respectively. As of December 31, 2018, there was a total of $69,000 unrecognized compensation cost related to unvested restricted stock awards. The following table summarizes our common stock warrants outstanding at December 31, 2018: Common Stock Warrants Exercise Price Termination Date 120,000 $ 3.52 10/01/2021 65,625 $ 12.00 07/12/2021 700,000 7.16 11/02/2023 885,625 Cuota Appreciation Rights On August 4, 2017, the Company’s board of directors (the “Board”) adopted the Odyssey Marine Exploration, Inc. Key Employee Cuota Appreciation Rights (the “Key Employee Plan”) and the Odyssey Marine Exploration, Inc. Nonemployee Director Cuota Appreciation Rights (the “Director Plan” and, together with the Key Employee Plan, the “Cuota Plans”). The Cuota Plans provide for the award of cuota appreciation rights (“CARs”) to eligible participants. A “cuota” is a unit of equity interest under Panamanian law, and the value of the CARs will be determined based upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S. de R.L., a Panamanian sociedad de responsabilidad limitada (“Oceanica”), after the award of such CARs. The Company indirectly holds a majority stake in Oceanica. The Board authorized the award of up to 750,000 CARs under the Key Employee Plan and the award of up to 600,000 CARs under the Director Plan. The terms of any CARs awarded under the Cuota Plans will be set forth in an award agreement between the Company and each participant, and the award agreement will set forth a vesting schedule for the CARs. In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for “cause” (as defined in the Cuota Plans). Each participant in the Cuota Plans will be entitled to be paid the value of such participant’s CARs upon the occurrence of a “payment event.” As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement. The value of CARs liability will be based upon the difference between the basis in the cuotas of Oceanica on the date of the award of the CARs, which is $3.00, and the fair value of the cuotas on the date used for the payment event, in each case as determined by the Board in accordance with the provisions of the Cuota Plans. The fair value of the cuota as of October 31, 2018 is $1.53. The following is an analysis of activity in the CARs balances as of December 31, 2018: Number of CARs Key Employee Plan Nonemployee Director Plan Unvested at December 31, 2017 229,076 — Granted 406,384 278,000 Vested (249,880 ) (278,000 ) Cancelled — — Unvested at December 31, 2018 385,580 — At December 31, 2018, there was no liability or associated compensation cost associated with these CARs. At December 31, 2018, there were 364,420 vested CARs outstanding and there were no excercisable CARs outstanding related to the Key Employee Plan. The CARs in the Nonemployee Director Plan are utilized as compensation for services, therefore these CARs vest upon grant. At December 31, 2018, the Nonemployee Director Plan had 500,000 CARs vested and outstanding. Since there is not a readily available market that would value the cuota, we use the services of an outside professional and independent valuation firm to determine the fair value of the Cuota. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE M – INCOME TAXES As of December 31, 2018, the Company had consolidated income tax net operating loss (“NOL”) carryforwards for federal tax purposes of approximately $167,402,048 and net operating loss carryforwards for foreign income tax purposes of approximately $39,589,337. The federal NOL carryforwards from 2005 forward will expire in various years beginning 2025 and ending through the year 2037. From 2025 through 2027, approximately $43 million of the NOL will expire, and from 2028 through 2036, approximately $116 million of the NOL will expire. The NOL generated in 2018 of approximately $8M will be carried forward indefinitely. The components of the provision for income tax (benefits) are attributable to continuing operations as follows: December 31, December 31, December 31, Current Federal $ — $ — $ — State — — — $ — $ — $ — 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 as of December 31, 2018 are as follows: Deferred tax assets: Net operating loss and tax credit carryforwards $ 48,404,432 Capital loss carryforward 147,552 Accrued expenses 559,096 Reserve for Dorado accounts receivable 287,335 Start-up 7,042 Excess of book over tax depreciation 707,044 Stock option and restricted stock award expense 1,331,067 Investment in unconsolidated entities 1,387,970 Less: valuation allowance (52,684,059 ) $ 147,479 Deferred tax liability: Property and equipment basis $ 43,155 Prepaid expenses 104,324 $ 147,479 Net deferred tax asset $ — As reflected above, we have recorded a net deferred tax asset of $0 at December 31, 2018. As required by the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized. Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a valuation allowance has been recorded as of December 31, 2018. The change in the valuation allowance is as follows: December 31, 2018 $ 52,684,059 December 31, 2017 49,235,133 Change in valuation allowance $ 3,448,926 On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into United States tax law. The Company has adjusted its deferred tax assets, deferred tax liabilities, and valuation allowance at December 31, 2017 to reflect the Act’s reduction of corporate income tax rates. The federal and state income tax provision (benefit) is summarized as follows for the years ended: December 31, December 31, December 31, Expected (benefit) $ (1,923,757 ) $ (3,718,058 ) $ (2,186,550 ) Effects of: State income taxes net of federal benefits (92,707 ) (110,667 ) (65,082 ) Nondeductible expense 29,670 711,679 (1,083,185 ) Change in valuation allowance 3,765,560 28,258,724 4,189,828 Foreign Rate Differential (1,778,766 ) (1,097,681 ) (855,011 ) Change in Deferred Taxes due to enacted changes in tax law — (24,043,997 ) — $ — $ — $ — The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income before income taxes primarily because of certain expenses deductible for financial reporting purposes that are not deductible for tax purposes, research and development tax credits, operating loss carryforwards, and adjustments to previously-recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act. We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The earliest tax year still subject to examination by a major taxing jurisdiction is 2015. |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Major Customers | NOTE N – MAJOR CUSTOMERS For the fiscal year ended December 31, 2018, we had two customers that accounted for 97.0% of our total revenue. During the fiscal year ended December 31, 2017, we had one customer that accounted for 99.0% of our total revenue. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE O – 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 Sussex To date, the only income derived from these projects resulted in a one-time 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 lawsuits 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. This grant of new shares was also approved by the Administrators of Oceanica Resources, S.R.L. We also owe consultants contingent success fees of up to $425,000 upon the approval and issuance of the EIA. The EIA has not been approved as of the date of this report. 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. Our 2019 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. 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. 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.) Our consolidated non-restricted |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | NOTE P – QUARTERLY FINANCIAL DATA – UNAUDITED The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2018 and 2017. 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, 2018 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 511,735 $ 1,073,479 $ 886,327 $ 804,212 Gross profit 511,735 1,073,479 886,327 804,212 Net income (loss) (1,744,762 ) (641,557 ) (1,309,275 ) (1,476,842 ) Basic and diluted net income per share $ (0.21 ) $ (0.08 ) $ (0.15 ) $ (0.16 ) Fiscal Year Ended December 31, 2017 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 649,353 $ 587,270 $ 11,854 $ — Gross profit 649,353 587,270 11,854 — Net income (loss) (2,199,263 ) (1,916,885 ) (2,251,097 ) (1,392,227 ) Basic and diluted net income per share $ (0.28 ) $ (0.23 ) $ (0.27 ) $ (0.17 ) |
Other Debt
Other Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Other Debt | NOTE Q – OTHER DEBT We currently owe a vendor approximately $0.6 million as a trade payable. This trade payable bears a simple annual interest rate of 12%. As collateral, they were granted a primary lien on certain items of our marine equipment. The carrying value of this equipment is zero. This agreement matured in August of 2018. During the three-months ended June 30, 2018, we sold various marine equipment to Magellan for $1.0 million and the assumption of this vendor’s trade payable and accrued interest, however, we remain as guarantor on this trade payable. We recorded a gain of approximately $0.9 million from the cash proceeds alone. Included in this equipment is the equipment noted above the vendor has a primary lien on. The vendor has consented to Magellan’s assumption of this debt but did not release us from our obligations. If Magellan defaults and the vendor forecloses on this equipment currently in possession of Magellan we then have a contingent liability to Magellan in the amount of $0.5 million for two of the key assets. |
SCHEDULE II - VALUATION and QUA
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION and QUALIFYING ACCOUNTS For the Fiscal Years of 2016, 2017 and 2018 ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES Balance at Charged Charged Deductions Balance at Inventory reserve 2016 — — — — — 2017 — — — — — 2018 — — — — — Accounts receivable reserve 2016 2,315,797 — 29,932 — 2,345,729 2017 2,345,729 — — (2,345,729 ) — 2018 — — — — — |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Organization | Organization Odyssey Marine Exploration, Inc. and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) is engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration, shipwreck cargo recovery, and other marine survey and exploration charter services. Our corporate headquarters are located in Tampa, Florida. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices. |
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 2014-09, In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). 470-20, In March 2018, the FASB issued ASU No. 2018-05, Income Taxes 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 non-wholly |
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 as well as ASU 2019-09, Account receivables are based on amounts billed to customers. Management has elected to record bad debts using the direct write-off write-off |
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 $10,135 of restricted cash for collateral related to a corporate credit card program. |
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. Impairment losses are included in depreciation at the time of impairment. |
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. Items that may require major overhauls (such as engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever 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. The smaller vessel we received as consideration when we sold our Odyssey Explorer |
Earnings Per Share | Earnings Per Share 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 Earnings Per Share. two-class two-class two-class 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 if-converted two-class At December 31, 2018, 2017 and 2016 the weighted average common shares outstanding were 8,583,795, 8,209,539 and 7,564,082, respectively. For the periods ending December 31, 2018, 2017 and 2016 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: 2018 2017 2016 Average market price during the period $ 6.81 $ 3.98 $ 3.46 In the money potential common shares from options excluded 13,450 7,023 4,979 In the money potential common shares from warrants excluded 50,640 13,869 — Potential common shares from out-of-the-money Per share exercise price 2018 2017 2016 Out of the money options excluded: $ 3.59 — — 7,521 $12.48 136,833 137,666 137,666 $12.84 4,167 4,167 4,167 $26.40 75,158 75,158 75,158 $34.68 — — 73,765 $39.00 — 8,333 8,333 $41.16 — — 833 $42.00 — — 8,333 $46.80 — — 1,667 Out-of-the-money $ 3.52 — — 120,000 $ 7.16 700,000 — — $12.00 60,625 — — Total excluded 981,783 225,324 437,443 Potential common shares from outstanding Convertible Preferred Stock calculated per the if-converted 2018 2017 2016 Excluded Convertible Preferred Stock — — — 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: 2018 2017 2016 Excluded unvested restricted stock awards 41,667 132,826 113,889 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 $ (5,172,436 ) $ (7,759,472 ) $ (6,316,021 ) Cumulative dividends on Series G Preferred Stock — — — Numerator, basic and diluted net loss available to stockholders $ (5,172,436 ) $ (7,759,472 ) $ (6,316,021 ) 12 Month 12 Month 12 Month Denominator: Shares used in computation – basic: Weighted average common shares outstanding 8,583,795 8,209,539 7,564,082 Shares used in computation – diluted: Weighted average common shares outstanding 8,583,795 8,209,539 7,564,082 Net loss per share – basic and diluted $ (0.60 ) $ (0.95 ) $ (0.84 ) |
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. 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 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. non-binding Level 3. non-binding non-binding |
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 |
Debt and Equity Securities | During 2012, we performed deep-sea Debt and Equity Securities |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 $ (5,172,436 ) $ (7,759,472 ) $ (6,316,021 ) Cumulative dividends on Series G Preferred Stock — — — Numerator, basic and diluted net loss available to stockholders $ (5,172,436 ) $ (7,759,472 ) $ (6,316,021 ) 12 Month 12 Month 12 Month Denominator: Shares used in computation – basic: Weighted average common shares outstanding 8,583,795 8,209,539 7,564,082 Shares used in computation – diluted: Weighted average common shares outstanding 8,583,795 8,209,539 7,564,082 Net loss per share – basic and diluted $ (0.60 ) $ (0.95 ) $ (0.84 ) |
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 2018 2017 2016 Excluded Convertible Preferred Stock — — — |
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: 2018 2017 2016 Average market price during the period $ 6.81 $ 3.98 $ 3.46 In the money potential common shares from options excluded 13,450 7,023 4,979 In the money potential common shares from warrants excluded 50,640 13,869 — |
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 Per share exercise price 2018 2017 2016 Out of the money options excluded: $ 3.59 — — 7,521 $12.48 136,833 137,666 137,666 $12.84 4,167 4,167 4,167 $26.40 75,158 75,158 75,158 $34.68 — — 73,765 $39.00 — 8,333 8,333 $41.16 — — 833 $42.00 — — 8,333 $46.80 — — 1,667 Out-of-the-money $ 3.52 — — 120,000 $ 7.16 700,000 — — $12.00 60,625 — — Total excluded 981,783 225,324 437,443 |
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: 2018 2017 2016 Excluded unvested restricted stock awards 41,667 132,826 113,889 |
Accounts Receivable and Other_2
Accounts Receivable and Other, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consisted of the following: December 31, 2018 December 31, 2017 Trade $ 9,466 $ 7,376 Related party 664,596 183,453 Other 115,359 41,551 Accounts receivable, net $ 789,421 $ 232,380 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 $ 478,560 $ 471,686 Project deposit 532,500 — Deposits 5,076 23,841 Total other current assets $ 1,016,136 $ 495,527 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, December 31, Computers and peripherals 1,021,844 1,278,461 Furniture and office equipment 1,907,116 2,625,028 Marine equipment 8,104,576 12,835,409 11,033,536 16,738,898 Less: Accumulated depreciation (10,915,557 ) (16,145,082 ) Property and equipment, net $ 117,979 $ 593,816 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Total other long-term assets $ — $ 532,500 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Consolidated Notes Payable | The Company’s consolidated notes payable consisted of the following: December 31, 2018 December 31, Note 1 – Monaco 2014 $ 2,800,000 $ 2,800,000 Note 2 – Monaco 2016 1,175,000 1,138,441 Note 3 – MINOSA 1 14,750,001 14,750,001 Note 4 – Epsilon 1,000,000 1,000,000 Note 5 – SMOM 3,500,000 3,000,000 Note 6 – MINOSA 2 5,050,000 4,675,000 Note 7 – Monaco 2018 1,099,366 — Note 8 – Promissory note 74,621 — $ 29,448,988 $ 27,363,442 |
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 paid-in |
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 470-50-40-2 |
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 |
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 $ 1,750,001 $ 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, 2018 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following: 2018 2017 Compensation and incentives $ 2,567,732 $ 1,871,071 Professional services 400,367 329,640 Interest 6,508,621 4,056,337 Accrued insurance obligations 309,826 249,247 Other operating 18,000 45,040 Total accrued expenses $ 9,804,546 $ 6,551,335 |
Deferred Income and Revenue P_2
Deferred Income and Revenue Participation Rights (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Participating Revenue Rights | The Company’s participating revenue rights and deferred revenue consisted of the following for the respective year end: December 31, 2018 December 31, 2017 “ Cambridge $ 825,000 $ 825,000 “ Seattle 62,500 62,500 Galt Resources, LLC (HMS Victory 3,756,250 3,756,250 Total revenue participation rights $ 4,643,750 $ 4,643,750 |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Federal Home Loan Banks [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 Per Share Total Investment 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, 2018, 2017 and 2016: 2018 2017 2016 Risk-free interest rate — — 1.29 - 2.25% Expected volatility of common stock — — 80.87 - 82.69% Dividend yield — — 0% Expected life of options — — 8.2 years |
Summary of Stock Option Activity | Additional information with respect to both plans stock option activity is as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 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 Granted — $ — Exercised — $ — Cancelled (84,598 ) $ 35.59 Outstanding at December 31, 2017 247,817 $ 16.76 Granted — $ — Exercised — $ — Cancelled (9,166 ) $ 36.52 Outstanding at December 31, 2018 238,651 $ 15.95 Options exercisable at December 31, 2016 300,751 $ 22.30 Options exercisable at December 31, 2017 247,817 $ 16.76 Options exercisable at December 31, 2018 238,651 $ 15.95 |
Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2018: Stock Options Outstanding Range of Exercise Prices Number of Shares Weighted Average Weighted Average Exercise $26.40 - $26.40 75,158 5.00 $ 26.40 $12.48 - $12.84 141,000 6.00 $ 12.48 $2.02 - $3.59 22,493 7.65 $ 2.74 238,651 5.84 $ 15.95 |
Estimated Fair Value of Restricted Stock Award | A summary of the status of the restricted stock awards as of December 31, 2018 and changes during the year ended December 31, 2018 is presented as follows: Number of Weighted Average Unvested at December 31, 2017 132,826 $ 5.90 Granted — $ — Vested (91,159 ) $ 3.55 Cancelled — $ — Unvested at December 31, 2018 41,667 $ 11.04 |
Summary of Common Stock Warrants Outstanding | The following table summarizes our common stock warrants outstanding at December 31, 2018: Common Stock Warrants Exercise Price Termination Date 120,000 $ 3.52 10/01/2021 65,625 $ 12.00 07/12/2021 700,000 7.16 11/02/2023 885,625 |
Summary of Analysis of Activity in CARs Balances | The following is an analysis of activity in the CARs balances as of December 31, 2018: Number of CARs Key Employee Plan Nonemployee Director Plan Unvested at December 31, 2017 229,076 — Granted 406,384 278,000 Vested (249,880 ) (278,000 ) Cancelled — — Unvested at December 31, 2018 385,580 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 $ — $ — $ — State — — — $ — $ — $ — Deferred Federal $ — $ — $ — State — — — $ — $ — $ — |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2018 are as follows: Deferred tax assets: Net operating loss and tax credit carryforwards $ 48,404,432 Capital loss carryforward 147,552 Accrued expenses 559,096 Reserve for Dorado accounts receivable 287,335 Start-up 7,042 Excess of book over tax depreciation 707,044 Stock option and restricted stock award expense 1,331,067 Investment in unconsolidated entities 1,387,970 Less: valuation allowance (52,684,059 ) $ 147,479 Deferred tax liability: Property and equipment basis $ 43,155 Prepaid expenses 104,324 $ 147,479 Net deferred tax asset $ — |
Schedule of Change in Valuation Allowance | The change in the valuation allowance is as follows: December 31, 2018 $ 52,684,059 December 31, 2017 49,235,133 Change in valuation allowance $ 3,448,926 |
Schedule of Federal and State income Tax Provision (Benefit) | The federal and state income tax provision (benefit) is summarized as follows for the years ended: December 31, December 31, December 31, Expected (benefit) $ (1,923,757 ) $ (3,718,058 ) $ (2,186,550 ) Effects of: State income taxes net of federal benefits (92,707 ) (110,667 ) (65,082 ) Nondeductible expense 29,670 711,679 (1,083,185 ) Change in valuation allowance 3,765,560 28,258,724 4,189,828 Foreign Rate Differential (1,778,766 ) (1,097,681 ) (855,011 ) Change in Deferred Taxes due to enacted changes in tax law — (24,043,997 ) — $ — $ — $ — |
Quarterly Financial Data - Un_2
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017. 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, 2018 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 511,735 $ 1,073,479 $ 886,327 $ 804,212 Gross profit 511,735 1,073,479 886,327 804,212 Net income (loss) (1,744,762 ) (641,557 ) (1,309,275 ) (1,476,842 ) Basic and diluted net income per share $ (0.21 ) $ (0.08 ) $ (0.15 ) $ (0.16 ) Fiscal Year Ended December 31, 2017 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 649,353 $ 587,270 $ 11,854 $ — Gross profit 649,353 587,270 11,854 — Net income (loss) (2,199,263 ) (1,916,885 ) (2,251,097 ) (1,392,227 ) Basic and diluted net income per share $ (0.28 ) $ (0.23 ) $ (0.27 ) $ (0.17 ) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 29, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Short-term investment maturity period | 3 months | ||||
Restricted cash | $ 10,135 | $ 10,010 | |||
Reverse stock split ratio | 1-for-12 | ||||
Capitalized cost of assets held for sale | $ 416,329 | $ 4,600,000 | |||
Decrease in indebtedness | $ 650,000 | ||||
Weighted average number of common shares outstanding | 8,583,795 | 8,209,539 | 7,564,082 | ||
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 S_5
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Average market price during the period | $ 6.81 | $ 3.98 | $ 3.46 |
Potential common shares excluded from EPS | 981,783 | 225,324 | 437,443 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 13,450 | 7,023 | 4,979 |
Warrant Derivatives [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 50,640 | 13,869 |
Organization and Summary of S_6
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 981,783 | 225,324 | 437,443 |
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 | 136,833 | 137,666 | 137,666 |
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 | 4,167 |
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 | 75,158 | 75,158 |
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 | ||
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 | |
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 | ||
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 | ||
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 | ||
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 $7.16 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 700,000 | ||
Stock Options With an Exercise Price of $12.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 60,625 |
Organization and Summary of S_7
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 $26.40 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 26.4 | 26.4 | 26.4 |
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 $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 $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 $7.16 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 7.16 | 7.16 | 7.16 |
Stock Options With an Exercise Price of $12.00 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | $ 12 | $ 12 | $ 12 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share, Convertible Preferred Stock (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 981,783 | 225,324 | 437,443 |
Convertible Preferred Stock Excluded from EPS [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 0 | 0 | 0 |
Organization and Summary of S_9
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded unvested restricted stock awards | 981,783 | 225,324 | 437,443 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded unvested restricted stock awards | 41,667 | 132,826 | 113,889 |
Organization and Summary of _10
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||||||||||
Net loss | $ (5,172,436) | $ (7,759,472) | $ (6,316,021) | ||||||||
Cumulative dividends on Series G Preferred Stock | 0 | 0 | 0 | ||||||||
Numerator, basic and diluted net loss available to stockholders | $ (5,172,436) | $ (7,759,472) | $ (6,316,021) | ||||||||
Shares used in computation - basic: | |||||||||||
Weighted average common shares outstanding | 8,583,795 | 8,209,539 | 7,564,082 | ||||||||
Shares used in computation - diluted: | |||||||||||
Weighted average common shares outstanding | 8,583,795 | 8,209,539 | 7,564,082 | ||||||||
Net loss per share - basic and diluted | $ (0.16) | $ (0.15) | $ (0.08) | $ (0.21) | $ (0.17) | $ (0.27) | $ (0.23) | $ (0.28) | $ (0.60) | $ (0.95) | $ (0.84) |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2018USD ($)Institution | Dec. 31, 2017USD ($) | |
Debt Disclosure [Abstract] | ||
Uninsured cash balance | $ 2,600,000 | $ 800,000 |
Number of financial institutions in which cash is deposited | Institution | 1 | |
Amount of loan outstanding with variable interest rate | $ 0 |
Accounts Receivable and Other_3
Accounts Receivable and Other, Net - Summary of Accounts Receivable (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 789,421 | $ 232,380 |
Trade [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 9,466 | 7,376 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 664,596 | 183,453 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 115,359 | $ 41,551 |
Accounts Receivable and Other_4
Accounts Receivable and Other, Net - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 664,596 | $ 183,453 |
Neptune Minerals, Inc. [Member] | Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 612,498 | 183,453 |
Deep Sea Mineral Exploration Company [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 52,098 | $ 0 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 478,560 | $ 471,686 |
Project deposit | 532,500 | |
Deposits | 5,076 | 23,841 |
Total other current assets | $ 1,016,136 | $ 495,527 |
Other Current Assets - Addition
Other Current Assets - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets Current [Line Items] | ||
Prepaid expenses | $ 478,560 | $ 471,686 |
Directors and Officers Insurance [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | 388,137 | 316,795 |
Marine Insurance [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | 40,119 | 67,447 |
Professional Services [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | 38,674 | 75,784 |
Other Insurances [Member] | ||
Other Assets Current [Line Items] | ||
Prepaid expenses | $ 11,630 | $ 11,660 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,033,536 | $ 16,738,898 |
Less: Accumulated depreciation | (10,915,557) | (16,145,082) |
Total property and equipment | 117,979 | 593,816 |
Computers and Peripherals [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,021,844 | 1,278,461 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,907,116 | 2,625,028 |
Marine Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,104,576 | $ 12,835,409 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Vessel assets sold and consideration received | $ 100,000 | ||||
Capitalized cost of assets held for sale | 4,600,000 | $ 416,329 | |||
Proceeds from sale of property and equipment | 1,000,000 | ||||
Gain on sale of equipment | 897,664 | $ 289,328 | $ 992,595 | ||
Gain on sale of marine assets | 897,664 | 289,328 | 992,595 | ||
Cash proceeds from sale of vessel | $ 1,003,662 | 80,000 | 200,000 | ||
Non Cash [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Gain on sale of equipment | 792,595 | ||||
Gain on sale of marine assets | $ 792,595 | ||||
Note 2 [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Loans payable, repayment | $ 650,000 | 650,000 | |||
Marine Vessel [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash proceeds from sale of vessel | $ 650,000 | $ 650,000 |
Other Non-Current Assets - Comp
Other Non-Current Assets - Components of Other Long-Term Assets (Detail) | Dec. 31, 2017USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits | $ 532,500 |
Total other long-term assets | $ 532,500 |
Other Non-Current Assets - Addi
Other Non-Current Assets - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Long Term Assets [Line Items] | ||
Deposits for conservation and documentation of artifacts | $ 100,000 | |
Deposits | 532,500 | |
UNITED KINGDOM | ||
Other Long Term Assets [Line Items] | ||
Deposits with United Kingdom's Ministry of Defense | $ 432,500 | |
Return of deposits with United Kingdom's Ministry of Defense | $ 588,965 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2012 | |
Schedule of Equity Method Investments [Line Items] | |||
Investment carrying value | $ 752,667 | ||
Greg Stemm [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment carrying value | $ 752,667 | ||
Chatham Rock Phosphate, Ltd. [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment carrying value | $ 0 | ||
Deep sea mining exploratory services | $ 1,680,000 | ||
Shares received from CRP | 141,884 | 9,320,348 | |
Outstanding equity stake in CRP | 1.00% | ||
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 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Loans payable | $ 29,448,988 | $ 27,363,442 |
Loans Payable [Member] | Note 1- Monaco 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 2,800,000 | 2,800,000 |
Loans Payable [Member] | Note 2 - Monaco 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,175,000 | 1,138,441 |
Loans Payable [Member] | Note 3 - MINOSA 1 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 14,750,001 | 14,750,001 |
Loans Payable [Member] | Note 4 - Epsilon [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,000,000 | 1,000,000 |
Loans Payable [Member] | Note 5 - SMOM [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 3,500,000 | 3,000,000 |
Loans Payable [Member] | Note 6 - MINOSA 2 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 5,050,000 | $ 4,675,000 |
Loans Payable [Member] | Note 7 - Monaco 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,099,366 | |
Loans Payable [Member] | Note 8 - Promissory note [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 74,621 |
Loans Payable - Note 1 - Monaco
Loans Payable - Note 1 - Monaco 2014 - Additional Information (Detail) - USD ($) | Dec. 10, 2015 | Aug. 14, 2014 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2018 | Dec. 01, 2014 | Oct. 01, 2014 |
Note 1- Monaco 2014 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | $ 10,000,000 | |||||||
Interest rate, stated percentage | 11.00% | |||||||
Extinguishment of debt, amount | $ 2,200,000 | |||||||
Notes ceased to bear interest, amount | $ 5,000,000 | |||||||
Debt instrument maturity date | Dec. 31, 2017 | Apr. 1, 2018 | ||||||
Accrued interest | $ 507,741 | $ 308,800 | ||||||
Outstanding notes balance | 2,800,000 | 2,800,000 | ||||||
Note 1- Monaco 2014 [Member] | Oceanica Resources S. de. R.L [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Per share value of shares exercised by private investor | $ 3.15 | |||||||
Aggregate value of shares issued to lender | $ 1,000,000 | |||||||
Note 1- 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 exercised by private investor | $ 1 | |||||||
Note 1- Monaco 2014 [Member] | First Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount borrowed | $ 5,000,000 | |||||||
Note 1- Monaco 2014 [Member] | Second Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount borrowed | $ 2,500,000 | |||||||
Note 1- Monaco 2014 [Member] | Third Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount borrowed | $ 2,500,000 | |||||||
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 | 224,846 | $ 134,527 | ||||||
Debt default interest rate | 18.00% | |||||||
Outstanding notes balance | $ 1,175,000 |
Loans Payable - Note 2 - Monaco
Loans Payable - Note 2 - Monaco 2016 - Additional Information (Detail) | Dec. 10, 2015USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2016USD ($)Installment$ / shares | Mar. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||
Cash proceeds from sale of vessel | $ 1,003,662 | $ 80,000 | $ 200,000 | |||||
Loans payable | $ 29,448,988 | 27,363,442 | ||||||
Marine Vessel [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash proceeds from sale of vessel | $ 650,000 | 650,000 | ||||||
Monaco [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, value of shares | $ 1,000,000 | |||||||
Loan Modification [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price of Notes | $ / shares | $ 1 | |||||||
Loans payable | $ 2,800,000 | |||||||
Loan Modification [Member] | First Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable | $ 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 from the SS Central Americashipwreck project ("SSCA") or (ii) if the proceeds received from the SSCA project were insufficient to pay off the loan balance by December 31, 2017, then Monaco could 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 | |||||||
Convertible notes payable | $ 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 | |||||||
Convertible notes payable | $ 2,500,000 | |||||||
Loan Modification [Member] | Oceanica Resources S. de. R.L [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date | Dec. 31, 2017 | |||||||
Equity component in loans payable | $ 3,174,603 | |||||||
Debt instrument, number of shares | shares | 3,174,603 | |||||||
Debt instrument, value of shares | $ 3,174,603 | |||||||
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 | |||||||
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 | |||||||
Outstanding notes balance | 1,175,000 | |||||||
Loans payable, repayment | $ 650,000 | 650,000 | ||||||
BCF amount recorded | $ 456,250 | |||||||
Interest expense related to discount | 0 | 252,940 | ||||||
Accrued interest | $ 224,846 | $ 134,527 | ||||||
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 | |||||||
Debt instrument term | 30 days | |||||||
Aggregate consideration payable | $ 1,800,000 | |||||||
Debt instrument number of installments | Installment | 10 | |||||||
Installment amount of Notes | $ 750,000 | |||||||
Equipment carrying value | $ 300,000 |
Loans Payable - Summary of Fair
Loans Payable - Summary of Fair Value of Debt (Detail) - USD ($) | Dec. 31, 2018 | Mar. 31, 2016 |
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] | 9 Months Ended |
Sep. 30, 2018$ / 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 25 days |
Implied expected term to maturity | 1 year 9 months 25 days |
Market volatility: | |
Equivalent market risk adjusted interest rates | 0.52% |
Measurement Input, Price Volatility [Member] | |
Market volatility: | |
Equivalent volatilities/Risk free rates using zero coupon US Treasury Security rates | 1.201 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Market volatility: | |
Equivalent volatilities/Risk free rates using zero coupon US Treasury Security rates | 0.960 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Market volatility: | |
Equivalent volatilities/Risk free rates using zero coupon US Treasury Security rates | 0.0029 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Market volatility: | |
Equivalent volatilities/Risk free rates using zero coupon US Treasury Security rates | 1.540 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Market volatility: | |
Equivalent volatilities/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, 2018 | Mar. 31, 2016 |
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 of debt | 3,617,858 | |
Difference (premium) | $ 817,858 |
Loans Payable - Summary of De_2
Loans Payable - Summary of Debt Premium (Parenthetical) (Detail) - Monaco Notes [Member] | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
Face value | $ 2,800,000 |
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) - Note 2 - Monaco 2016 [Member] | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Extinguishment of Debt [Line Items] | |
Difference to APIC | $ 1,211,811 |
Derivative Liabilities (Share Purchase Options) [Member] | |
Extinguishment of Debt [Line Items] | |
Difference to APIC | 1,456,825 |
Monaco Loan (Old Debt) [Member] | |
Extinguishment of Debt [Line Items] | |
Difference to APIC | 3,372,844 |
Monaco Loan (New Debt) [Member] | |
Extinguishment of Debt [Line Items] | |
Difference to APIC | (2,800,000) |
Paid-in Capital [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) | 4 Months Ended | 12 Months Ended | ||
Jun. 30, 2015Tranches | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 11, 2015USD ($) | |
Oceanica Call Option [Member] | Oceanica Resources S. de. R.L [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, fixed value | $ 40,000,000 | |||
Promissory Note [Member] | Oceanica Resources S. de. R.L [Member] | ||||
Debt Instrument [Line Items] | ||||
Promissory note outstanding amount | 14,750,001 | |||
Promissory Note [Member] | Deferred Income Call Option [Member] | Oceanica Resources S. de. R.L [Member] | ||||
Debt Instrument [Line Items] | ||||
Promissory note outstanding amount | 383,148 | |||
Debt discount amount | $ 383,148 | |||
Note 6 - MINOSA 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, threshold payment term | 60 days | 60 days | ||
Stock Purchase Agreement [Member] | Note 6 - MINOSA 2 [Member] | Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Promissory note face amount | $ 14,750,000 | |||
MINOSA [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt, interest expense | $ 1,180,000 | $ 1,180,000 | ||
MINOSA [Member] | Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Estimated market rate loan percentage | 15.00% | |||
MINOSA [Member] | Stock Purchase Agreement [Member] | Oceanica Call Option [Member] | Oceanica Resources S. de. R.L [Member] | ||||
Debt Instrument [Line Items] | ||||
Share purchase agreement expiration date | Mar. 30, 2016 | |||
Stock granted during period, value | $ 40,000,000 | |||
Stock granted during period, percentage | 54.00% | |||
Call option expiration date | Mar. 11, 2016 | |||
MINOSA [Member] | Stock Purchase Agreement [Member] | Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 8.00% | |||
Promissory note outstanding amount | $ 14,750,000 | |||
Debt instrument maturity date | Mar. 18, 2017 | |||
Promissory note face amount | $ 14,750,000 | |||
Number of advances | Tranches | 5 |
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] - Oceanica Resources S. de. R.L [Member] | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
Cash proceeds | $ 14,750,001 |
Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 383,148 |
2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 14,366,853 |
First Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 2,000,000 |
First Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 67,241 |
First Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,932,759 |
Second Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 6,000,000 |
Second Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 173,659 |
Second Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 5,826,341 |
Third Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 3,000,000 |
Third Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 75,828 |
Third Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 2,924,172 |
Fourth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 2,000,000 |
Fourth Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 39,911 |
Fourth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,960,089 |
Fifth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,750,001 |
Fifth Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 26,509 |
Fifth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | $ 1,723,492 |
Loans Payable - Note 4 - Epsilo
Loans Payable - Note 4 - Epsilon - Additional Information (Detail) $ / shares in Units, Cuota in Millions | Aug. 10, 2017USD ($) | Mar. 21, 2017USD ($)shares | Dec. 15, 2016$ / sharesshares | Nov. 15, 2016$ / sharesshares | Oct. 16, 2016$ / sharesshares | Oct. 01, 2016USD ($)d$ / sharesshares | Mar. 18, 2016USD ($)dCuota$ / shares | Apr. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2018USD ($)Cuotashares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 18, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Aggregate fair value of warrants | $ 303,712 | ||||||||||||
Epsilon Acquisitions, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate amount issuable | $ 6,000,000 | ||||||||||||
Accrued interest | $ 99,998 | $ 299,294 | |||||||||||
Aggregate fair value of warrants | 303,712 | ||||||||||||
Inducement expense | 303,712 | ||||||||||||
Notes Payable, Other Payables [Member] | Third Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price of Notes | $ / shares | $ 3.52 | ||||||||||||
Conversion of stock, shares Issued | shares | 1,000,000 | ||||||||||||
Notes Payable, Other Payables [Member] | Fourth Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price of Notes | $ / shares | $ 4.19 | ||||||||||||
Conversion of stock, shares Issued | shares | 1,000,000 | ||||||||||||
Notes Payable, Other Payables [Member] | Fifth Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price of Notes | $ / shares | $ 4.13 | ||||||||||||
Conversion of stock, shares Issued | shares | 1,000,000 | ||||||||||||
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 | ||||||||||||
Judgment amount for acceleration of indebtedness | 100,000 | ||||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate amount issuable | $ 6,000,000 | $ 3,000,000 | 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 | $ / shares | $ 5 | $ 5 | $ 3.3 | ||||||||||
Conversion price of Notes upon default | $ / shares | $ 2.50 | ||||||||||||
Debt instrument maturity date | Mar. 18, 2017 | Mar. 18, 2017 | |||||||||||
Pledged units of ownership | Cuota | 54 | 54 | |||||||||||
Number of trading days | d | 75 | 75 | |||||||||||
Lender's out of pocket costs | $ 50,000 | ||||||||||||
Accrued interest | $ 5,000,000 | $ 302,274 | |||||||||||
Conversion of stock, shares Issued | shares | 670,455 | 670,455 | 670,455 | 670,455 | |||||||||
Beneficial conversion feature recorded | $ 96,000 | ||||||||||||
Debt conversion amount | $ 2,000,000 | $ 2,000,000 | |||||||||||
Common stock purchase warrant | shares | 120,000 | ||||||||||||
Warrant right exercise price | $ / shares | $ 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. | ||||||||||||
Equity component in loans payable | $ 3,000,000 | $ 3,000,000 | |||||||||||
Amount of loan outstanding | 2,000,000 | 1,000,000 | |||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate amount issuable | $ 6,050,000 | ||||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | Maximum [Member] | Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Accrued interest | $ 302,274 | ||||||||||||
Conversion of stock, shares Issued | shares | 1,388,769 |
Loans Payable - Schedule of A_2
Loans Payable - Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values - Additional Tranches (Detail) - Promissory Note [Member] - Epsilon Acquisitions, LLC [Member] | Dec. 31, 2018USD ($) |
Third Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | $ 1,000,000 |
Third Tranche [Member] | Beneficial Conversion Feature ("BCF") [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 18,204 |
Third Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 981,796 |
Fourth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,000,000 |
Fourth Tranche [Member] | Beneficial Conversion Feature ("BCF") [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 60,065 |
Fourth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 939,935 |
Fifth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,000,000 |
Fifth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | $ 1,000,000 |
Loans Payable - Note 5 - SMOM -
Loans Payable - Note 5 - SMOM - Additional Information (Detail) - Note 5 - SMOM [Member] - USD ($) | May 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 20, 2018 |
Debt Instrument [Line Items] | ||||
Aggregate amount issuable | $ 3,000,000 | $ 3,500,000 | ||
Interest rate, stated percentage | 10.00% | |||
Annual Principal Payment | $ 500,000 | |||
Loan balance | $ 3,500,000 | |||
Accrued interest | 330,822 | $ 204,863 | ||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 2,000,000 | |||
Neptune Minerals, Inc. [Member] | ||||
Debt Instrument [Line Items] | ||||
Accounts receivable assigned for loan | 50.00% | |||
Accounts receivable, gross | $ 0 | |||
Aldama Mining Company, S.de R.L. de C.V [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of equity interest | 10.00% | |||
Value of equity interest | $ 1,000,000 | |||
Aldama Mining Company, S.de R.L. de C.V [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of equity interest | 50.00% |
Loans Payable - Note 6 - MINOSA
Loans Payable - Note 6 - MINOSA 2 - Additional Information (Detail) $ / shares in Units, Cuota in Millions | Aug. 10, 2017USD ($)d$ / shares | Oct. 01, 2016USD ($)d$ / shares | Mar. 18, 2016USD ($)dCuota$ / shares | Apr. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($)Cuota | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 21, 2017USD ($) | Mar. 18, 2017USD ($) | Mar. 11, 2015USD ($) |
Note 6 - MINOSA 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accrued interest | $ 504,075 | $ 142,110 | |||||||||
Minosa Purchase Agreement [Member] | Loans Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt , maximum borrowing capacity | $ 3,000,000 | ||||||||||
Amount of loan outstanding | 2,700,000 | ||||||||||
Epsilon Acquisitions, LLC [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accrued interest | 99,998 | $ 299,294 | |||||||||
Aggregate amount issuable | $ 6,000,000 | ||||||||||
Epsilon Acquisitions, LLC [Member] | Notes Payable, Other Payables [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount of loan outstanding | 1,000,000 | $ 2,000,000 | |||||||||
Debt conversion amount | $ 2,000,000 | $ 2,000,000 | |||||||||
Interest rate, stated percentage | 10.00% | 10.00% | |||||||||
Number of trading days | d | 75 | 75 | |||||||||
Conversion price of Notes | $ / shares | $ 5 | $ 5 | $ 3.3 | ||||||||
BCF amount recorded | 96,000 | ||||||||||
Accrued interest | $ 5,000,000 | $ 302,274 | |||||||||
Aggregate amount issuable | $ 3,000,000 | $ 3,000,000 | 6,000,000 | $ 3,000,000 | |||||||
Debt conversion into equity | $ 3,000,000 | $ 3,000,000 | |||||||||
Pledged units of ownership | Cuota | 54 | 54 | |||||||||
Epsilon Acquisitions, LLC [Member] | Second AR Epsilon Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount of loan outstanding | $ 1,000,000 | ||||||||||
Note 6 - MINOSA 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, threshold payment term | 60 days | 60 days | |||||||||
BCF amount recorded | $ 62,925 | ||||||||||
Debt Instrument, acceleration clause description | The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period; (c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents; (d) the termination of the SPA; (e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of a judgment or award against us in excess of $100,000; and (g) the occurrence of a change in control (as defined in the Minosa Note). | ||||||||||
Judgment amount for acceleration of indebtedness | $ 100,000 | ||||||||||
Minimum aggregate offering price | $ 3,000,000 | ||||||||||
Note 6 - MINOSA 2 [Member] | Stock Purchase Agreement [Member] | Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate amount issuable | $ 14,750,000 | ||||||||||
Note 6 - MINOSA 2 [Member] | Loans Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount of loan outstanding | $ 5,050,000 | ||||||||||
Interest rate, stated percentage | 10.00% | ||||||||||
Debt instrument, threshold payment term | 60 days | ||||||||||
Number of trading days | d | 75 | ||||||||||
Conversion price of Notes | $ / shares | $ 4.41 | ||||||||||
Note 6 - MINOSA 2 [Member] | Notes Payable, Other Payables [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount of loan outstanding | $ 2,000,000 |
Loans Payable - Note 7 - Monaco
Loans Payable - Note 7 - Monaco 2018 - Additional Information (Detail) - Note 7 - Monaco 2018 [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | |||
Loan amount borrowed | $ 1,000,000 | ||
Interest rate, stated percentage | 10.00% | ||
Agreement description | During the period ended March 31, 2018, Monaco advanced us $1.0 million that was applied to a loan agreement that was executed on April 20, 2018. Monaco also agreed to treat $99,366 of back rent owed by us to Monaco as part of this loan resulting in an aggregate principal amount of $1,099,366 at September 30, 2018. The indebtedness bears interest at 10.0% percent per year. All principal and any unpaid interest is to be payable on the first anniversary of this agreement, April 20, 2019. This debt is secured by cash proceeds, if any, from our future shipwreck projects we have contracted with Magellan. As additional consideration, their share purchase option expiration date, as discussed in Note 1 – Monaco 2014 and Note 2 – Monaco 2016 above, has been extended from 30 days to seven months after the note becomes paid in full. For the three-months ended September 30, 2018, interest expense in the amount of $28,498 was recorded. | ||
Back rent considered as part of loan | $ 99,366 | ||
Aggregate amount issuable | $ 1,099,366 | ||
Accrued interest | $ 79,539 | $ 0 |
Loans Payable - Note 8 - Promis
Loans Payable - Note 8 - Promissory Note - Additional Information (Detail) - Note And Warrant Purchase Agreement [Member] | Jul. 12, 2018USD ($)Parties | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Oct. 04, 2018USD ($) | Aug. 17, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 1,050,000 | ||||
Number of individuals purchase agreement entered into | Parties | 2 | ||||
Debt instrument interest rate | 8.00% | ||||
Debt instrument conversion rate after sale of additional notes or date of closing | 8 | ||||
Transfer of indebtedness after sale of additional notes or date of closing | $ 500,000 | ||||
Warrants exercised to purchase common shares | shares | 50,000 | ||||
Warrants exercise price | $ / shares | $ 12 | ||||
Accrued interest | $ 33,284 | $ 0 | |||
Beneficial Conversion Feature ("BCF") [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | 1,050,000 | ||||
Debt, interest expense | 74,621 | ||||
Book value of debt | 74,621 | ||||
Maximum [Member] | Beneficial Conversion Feature ("BCF") [Member] | |||||
Debt Instrument [Line Items] | |||||
Cash proceeds from issuance of debt | $ 1,050,000 | ||||
Aldama Mining Company, S.de R.L. de C.V [Member] | |||||
Debt Instrument [Line Items] | |||||
Ownership interest in subsidiaries the note to be converted after sale of additional notes or date of closing | 7.50% | ||||
Debt Instrument, Redemption, Period One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 500,000 | ||||
Debt Instrument, Redemption, Period Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 300,000 | ||||
Debt Instrument, Redemption, Period Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 250,000 | ||||
Individual One [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Ownership percentage in company's common stock | 5.00% |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Compensation and incentives | $ 2,567,732 | $ 1,871,071 |
Professional services | 400,367 | 329,640 |
Interest | 6,508,621 | 4,056,337 |
Accrued insurance obligations | 309,826 | 249,247 |
Other operating | 18,000 | 45,040 |
Total accrued expenses | $ 9,804,546 | $ 6,551,335 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | ||
Professional fees | $ 230,500 | |
Accrued incentive awards | 800,000 | $ 1,800,000 |
Additional professional fees due in accounts payable | $ 80,509 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Dec. 09, 2002Directors | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 26, 1998 |
Related Party Transaction [Line Items] | |||||
Post finance cost proceeds | 5.00% | 5.00% | |||
Deep Sea Mineral Company, CIC, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable | $ 954,764 | ||||
Receivable to be paid in cash | 202,097 | ||||
Option to convert receivable to equity | 752,667 | ||||
Back Office Technical and Support Services [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable | 731,746 | ||||
Monaco [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivables | 612,498 | $ 183,453 | |||
Operating payable | 233,855 | $ 200,801 | |||
Lease amount | $ 20,080 | ||||
Revenue recognized from related party transaction | $ 2,200,000 | ||||
Georgia LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Post finance cost proceeds | 5.00% | ||||
Directors' interest in ownership of Company | 58.00% | ||||
Officers and directors owning an interest in the limited liability | Directors | 2 |
Deferred Income and Revenue P_3
Deferred Income and Revenue Participation Rights - Participating Revenue Rights (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | $ 4,643,750 | $ 4,643,750 |
"Cambridge" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | 825,000 | 825,000 |
"Seattle" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | 62,500 | 62,500 |
Galt Resources, LLC (HMS Victory project) [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | $ 3,756,250 | $ 3,756,250 |
Deferred Income and Revenue P_4
Deferred Income and Revenue Participation Rights - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2011USD ($) | Dec. 31, 2018USD ($)ProjectInvestment$ / Securityshares | Dec. 31, 2016USD ($) | |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 383,148 | ||
Revenue participation agreement | $ 15,000,000 | ||
"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_(Deficit_2
Stockholders' Equity/(Deficit) - Additional Information (Detail) | Oct. 31, 2018$ / sharesshares | Mar. 21, 2017shares | Oct. 01, 2016d$ / shares | Mar. 18, 2016d$ / shares | Jun. 09, 2015USD ($)shares | Apr. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2016USD ($)Directors$ / shares | Sep. 30, 2016Directors | Jun. 30, 2016Directors | Dec. 31, 2018USD ($)dIncentive_Plan$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 24,984,166 | 24,984,166 | |||||||||||
Number of stock incentive plans | Incentive_Plan | 2 | ||||||||||||
Stock incentive plan expiration date | Aug. 31, 2015 | ||||||||||||
Compensation costs associated | $ | $ 415,615 | $ 833,985 | $ 1,778,461 | ||||||||||
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 | $ 0 | $ 0 | $ 1.75 | |||||||||
Aggregate intrinsic values of options exercisable | $ | $ 16,633 | $ 15,564 | $ 0 | $ 16,633 | |||||||||
Aggregate intrinsic values of options outstanding | $ | 16,633 | 15,564 | 0 | 16,633 | |||||||||
Aggregate intrinsic values of options exercised | $ | 0 | 0 | 0 | ||||||||||
Total fair value of shares vested | $ | 0 | 231,952 | 828,497 | ||||||||||
Total unrecognized compensation related to unvested share-based compensation awards | $ | $ 0 | ||||||||||||
2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award authorized by board | 450,000 | ||||||||||||
Series AA-2 Convertible Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized | 7,223,145 | ||||||||||||
Series AA-2 Convertible Preferred Stock [Member] | Penelope Mining LLC [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of trading days | d | 20 | ||||||||||||
Series AA-1 Convertible Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized | 8,427,004 | ||||||||||||
Preferred stock Liquidation preference accretion rate | 8.00% | ||||||||||||
Epsilon Acquisitions, LLC [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Accrued interest | $ | 99,998 | 299,294 | |||||||||||
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 | ||||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrant right exercise price | $ / shares | $ 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. | ||||||||||||
Conversion price of Notes | $ / shares | $ 5 | $ 5 | $ 3.3 | ||||||||||
Conversion of stock, shares Issued | 670,455 | 670,455 | 670,455 | 670,455 | |||||||||
Accrued interest | $ | $ 5,000,000 | $ 302,274 | |||||||||||
Number of trading days | d | 75 | 75 | |||||||||||
Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award authorized by board | 450,000 | ||||||||||||
Additional shares authorized for stock-based compensation | 200,000 | ||||||||||||
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 | $ | $ 323,614 | 408,466 | 715,406 | ||||||||||
Fair value of unvested restricted stock awards | $ | $ 817,110 | $ 460,000 | $ 500,754 | $ 817,110 | |||||||||
Weighted-average grant date fair value of restricted stock awards | $ / shares | $ 0 | $ 0 | $ 3.54 | ||||||||||
Weighted-average remaining contractual term | 9 months 18 days | 1 year | 2 years | ||||||||||
Total unrecognized compensation cost related to unvested restricted stock awards | $ | $ 69,000 | ||||||||||||
Cuota Appreciation Rights [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Compensation costs associated | $ | 0 | ||||||||||||
Liability associated | $ | $ 0 | ||||||||||||
Cuota Appreciation Rights [Member] | Key Employee Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vested | 249,880 | ||||||||||||
Excersisable | 0 | ||||||||||||
Cuota Appreciation Rights [Member] | Non Employee Director Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vested | 278,000 | ||||||||||||
Vested and Outstanding | 500,000 | ||||||||||||
Cuota Appreciation Rights [Member] | Carrying Value [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Value of cuotas of Oceanica | $ / shares | $ 3 | ||||||||||||
Cuota Appreciation Rights [Member] | Fair Value [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Value of cuotas of Oceanica | $ / shares | $ 1.53 | ||||||||||||
Cuota Appreciation Rights [Member] | Maximum [Member] | Key Employee Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award authorized by board | 750,000 | ||||||||||||
Cuota Appreciation Rights [Member] | Maximum [Member] | Director Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award authorized by board | 600,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock and warrants sold | 700,000 | ||||||||||||
Repurchases of common stock, shares | 700,000 | ||||||||||||
Purchase price of repurchased shares | $ / shares | $ 7.155 | ||||||||||||
Warrant right exercise price | $ / shares | $ 7.155 | ||||||||||||
Warrant Expiration Date | Nov. 2, 2023 | ||||||||||||
Warrant right exercise price description | The warrants have an exercise price of $7.155 per share of common stock and are exercisable in accordance with their terms at any time on or before the close of business on November 2, 2023. | ||||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Exercise price of incentive option granted | With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent (110%) of the fair market value of a share on the date the ISO is granted. | ||||||||||||
Maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year | 83,333 | ||||||||||||
Maximum aggregate amount of cash that may be paid in cash to any person during any calendar year | $ | $ 2,000,000 | ||||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | Minimum [Member] | 2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Eligible employee threshold percentage | 10.00% | ||||||||||||
Purchase price of common stock percentage | 110.00% |
Stockholders' Equity_(Deficit_3
Stockholders' Equity/(Deficit) - Summary of Preferred Stock Allocated to Investors (Detail) - Penelope Mining LLC [Member] | Dec. 31, 2018USD ($)$ / 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_(Deficit_4
Stockholders' Equity/(Deficit) - Stock Options Valuation Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 0 years | 0 years | 8 years 2 months 12 days |
Dividend yield | 0.00% | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.29% | ||
Expected volatility of common stock | 80.87% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.25% | ||
Expected volatility of common stock | 82.69% |
Stockholders' Equity_(Deficit_5
Stockholders' Equity/(Deficit) - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Number of Shares, Outstanding, Beginning | 247,817 | 332,415 | 375,283 |
Number of Shares, Granted | 22,493 | ||
Number of Shares, Exercised | 0 | 0 | 0 |
Number of Shares, Cancelled | (9,166) | (84,598) | (65,361) |
Number of Shares, Outstanding, Ending | 238,651 | 247,817 | 332,415 |
Weighted Average Exercise Price Outstanding, Beginning | $ 16.76 | $ 21.55 | $ 32.04 |
Number of Shares, Options exercisable | 238,651 | 247,817 | 300,751 |
Weighted Average Exercise Price, Granted | $ 2.74 | ||
Weighted Average Exercise Price, Exercised | $ 0 | $ 0 | 0 |
Weighted Average Exercise Price, Cancelled | 36.52 | 35.59 | 32.82 |
Weighted Average Exercise Price, Outstanding, Ending | 15.95 | 16.76 | 21.55 |
Weighted Average Exercise Price, Options exercisable | $ 15.95 | $ 16.76 | $ 22.30 |
Stockholders' Equity_(Deficit_6
Stockholders' Equity/(Deficit) - Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Shares Outstanding | shares | 238,651 |
Weighted Average Remaining Contractual Life in Years | 5 years 10 months 2 days |
Weighted Average Exercise Price | $ 15.95 |
Range One [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 | 5 years |
Weighted Average Exercise Price | $ 26.40 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 12.48 |
Range of Exercise Prices (Maximum) | $ 12.84 |
Number of Shares Outstanding | shares | 141,000 |
Weighted Average Remaining Contractual Life in Years | 6 years |
Weighted Average Exercise Price | $ 12.48 |
Range Three [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) | $ 3.59 |
Number of Shares Outstanding | shares | 22,493 |
Weighted Average Remaining Contractual Life in Years | 7 years 7 months 24 days |
Weighted Average Exercise Price | $ 2.74 |
Stockholders' Equity_(Deficit_7
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Unvested, Beginning Balance | 132,826 | ||
Number of Shares, Granted | 0 | ||
Number of Shares, Vested | (91,159) | ||
Number of Shares, Cancelled | 0 | ||
Number of Shares Unvested, Ending Balance | 41,667 | 132,826 | |
Weighted Average Grant Date Fair Value Unvested, Beginning Balance | $ 5.90 | ||
Weighted Average Grant Date Fair Value, Granted | 0 | $ 0 | $ 3.54 |
Weighted Average Grant Date Fair Value, Vested | 3.55 | ||
Weighted Average Grant Date Fair Value, Cancelled | 0 | ||
Weighted Average Grant Date Fair Value Unvested, Ending Balance | $ 11.04 | $ 5.90 |
Stockholders' Equity_(Deficit_8
Stockholders' Equity/(Deficit) - Summary of Common Stock Warrants Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Common Stock Warrants | 885,625 |
Class of Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Common Stock Warrants | 120,000 |
Exercise Price | $ / shares | $ 3.52 |
Termination Date | Jan. 10, 2021 |
Class of Warrant Two [Member] | |
Class of Warrant or Right [Line Items] | |
Common Stock Warrants | 65,625 |
Exercise Price | $ / shares | $ 12 |
Termination Date | Dec. 7, 2021 |
Class of Warrant Three [Member] | |
Class of Warrant or Right [Line Items] | |
Common Stock Warrants | 700,000 |
Exercise Price | $ / shares | $ 7.16 |
Termination Date | Feb. 11, 2023 |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) - Summary of Analysis of Activity in CARs Balances (Detail) - Cuota Appreciation Rights [Member] | 12 Months Ended |
Dec. 31, 2018shares | |
Key Employee Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at December 31, 2017 | 229,076 |
Granted | 406,384 |
Vested | (249,880) |
Cancelled | 0 |
Unvested at December 31, 2018 | 385,580 |
Non Employee Director Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 278,000 |
Vested | (278,000) |
Cancelled | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Taxes [Line Items] | |
Net deferred tax asset | $ 0 |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 167,402,048 |
Net operating loss carryforwards expiration year | 2025 |
Net operating loss carryforwards expiration year | 2037 |
Net operating loss carryforwards, indefinitely | $ 8,000,000 |
Foreign [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | 39,589,337 |
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 | $ 116,000,000 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
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, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss and tax credit carryforwards | $ 48,404,432 | |
Capital loss carryforward | 147,552 | |
Accrued expenses | 559,096 | |
Reserve for Dorado accounts receivable | 287,335 | |
Start-up costs | 7,042 | |
Excess of book over tax depreciation | 707,044 | |
Stock option and restricted stock award expense | 1,331,067 | |
Investment in unconsolidated entities | 1,387,970 | |
Less: valuation allowance | (52,684,059) | $ (49,235,133) |
Deferred tax assets | 147,479 | |
Deferred tax liability: | ||
Property and equipment basis | 43,155 | |
Prepaid expenses | 104,324 | |
Deferred tax liabilities | 147,479 | |
Net deferred tax asset | $ 0 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Valuation Allowance (Detail) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 49,235,133 |
Change in valuation allowance | 3,448,926 |
Valuation allowance | $ 52,684,059 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Expected (benefit) | $ (1,923,757) | $ (3,718,058) | $ (2,186,550) |
Effects of: | |||
State income taxes net of federal benefits | (92,707) | (110,667) | (65,082) |
Nondeductible expense | 29,670 | 711,679 | (1,083,185) |
Change in valuation allowance | 3,765,560 | 28,258,724 | 4,189,828 |
Foreign Rate Differential | (1,778,766) | (1,097,681) | (855,011) |
Change in Deferred Taxes due to enacted changes in tax law | (24,043,997) | ||
Income tax provision (benefit) | $ 0 | $ 0 | $ 0 |
Major Customers - Additional In
Major Customers - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Number of customers | 2 | 1 |
Sales Revenue, Net [Member] | 2 Customers [Member] | ||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Customers accounted from total revenue | 97.00% | |
Sales Revenue, Net [Member] | Customer 1 [Member] | ||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Customers accounted from total revenue | 9900.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Millions | Mar. 11, 2015 | Mar. 31, 2016 | Feb. 28, 2011 | Dec. 31, 2018 | Dec. 31, 2017 | 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% | |||||
Consultants contingent success fees | 230,500 | ||||||
Cash and cash equivalents | 2,786,832 | $ 1,108,193 | |||||
Working capital deficit | 37,400,000 | ||||||
Total assets | 5,473,170 | $ 2,972,426 | |||||
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 | Dec. 31, 2018 | ||||||
Oceanica Resources S. de. R.L [Member] | |||||||
Gain Contingencies [Line Items] | |||||||
Grant and potential future issuance of new equity shares | 3 | ||||||
Maximum [Member] | |||||||
Gain Contingencies [Line Items] | |||||||
Consultants contingent success fees | $ 425,000 | ||||||
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 - Un_3
Quarterly Financial Data - Unaudited - Quarterly Financial Data (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue-net | $ 804,212 | $ 886,327 | $ 1,073,479 | $ 511,735 | $ 11,854 | $ 587,270 | $ 649,353 | $ 3,275,753 | $ 1,248,477 | $ 4,683,035 | |
Gross profit | 804,212 | 886,327 | 1,073,479 | 511,735 | 11,854 | 587,270 | 649,353 | ||||
Net income (loss) | $ (1,476,842) | $ (1,309,275) | $ (641,557) | $ (1,744,762) | $ (1,392,227) | $ (2,251,097) | $ (1,916,885) | $ (2,199,263) | $ (9,104,285) | $ (11,021,142) | $ (9,078,075) |
Basic and diluted net income per share | $ (0.16) | $ (0.15) | $ (0.08) | $ (0.21) | $ (0.17) | $ (0.27) | $ (0.23) | $ (0.28) | $ (0.60) | $ (0.95) | $ (0.84) |
Other Debt - Additional Informa
Other Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Trade payable, interest bearing interest rate | 12.00% | |||
Trade payable in accounts payable | $ 600,000 | |||
Collateral asset carrying value | 0 | |||
Proceeds from sale of marine equipment | $ 1,003,662 | $ 80,000 | $ 200,000 | |
Magellan Offshore Services Ltd [Member] | Marine Equipment [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from sale of marine equipment | $ 1,000,000 | |||
Gain recognized from sale of marine equipment | 900,000 | |||
Contingent liability | $ 500,000 | |||
Collateral Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Aug. 31, 2018 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Reserve [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Charged (credited) to expenses | $ 0 | $ 0 | $ 0 |
Accounts Receivable Reserve [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | 2,345,729 | 2,315,797 | |
Charged (credited) to expenses | $ 0 | 0 | 0 |
Charged (credited) to other accounts | 29,932 | ||
Deductions | $ (2,345,729) | ||
Balance at ending of year | $ 2,345,729 |