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Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2025
Equity Method Investments and Joint Ventures [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The condensed 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 portion of the consolidated subsidiaries not owned by the Company and any related activity is eliminated through non-controlling interests in the condensed consolidated balance sheets and net income or loss attributable to redeemable non-controlling interests in the condensed consolidated statements of operations. The results of operations attributable to the non-controlling interest are presented within equity and net income or loss and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liabilities of Exploraciones Oceánicas S. de R.L. de CV (“ExO”) and Oceanica Resources, S. de R.L. (“Oceanica”), majority-owned subsidiaries of the Company, to be converted into additional equity of a subsidiary, which, if exercised, could increase the Company’s direct or indirect interest in the non-wholly owned subsidiaries.

 
Use of Estimates

Use of Estimates

 

Management used estimates and assumptions in preparing these condensed 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 revenue and expenses. Actual results could vary from the estimates that were used.
Bismarck Exploration License

Bismarck Exploration License

 

The Company follows the guidance pursuant to Financial Accounting Standards Board (“FASB”) ASC 350, “Intangibles-Goodwill and Other” (“ASC 350”) in accounting for the exploration license held by Bismarck Mining Corporation, Ltd., (the “Bismarck Exploration License”). Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license every two years since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The Company was notified in November 2023 that the 2022 exploration license renewal application was approved. The most recent renewal application was submitted in July 2024, and we expect to receive a response by June 2025. If renewal is delayed beyond July 2025, the exploration license will continue in force over the area covered by the application until the determination of the application pursuant to applicable law. The Bismarck Exploration License is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. We test the Bismarck Exploration License for impairment annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired, per the guidance in ASC 350. We did not have any impairment indicators for the three months ended March 31, 2025 and 2024.
Investment in Unconsolidated Entities

Investment in Unconsolidated Entities

 

As discussed in Note 6, Investment in Unconsolidated Entities, the Company has cost basis method investments and equity method investments with related parties. As of March 31, 2025 and December 31, 2024, there were no variable interest entities (“VIE”) for which the Company was the primary beneficiary. We also review these investments for any potential impairment annually.
Long-Lived Assets

Long-Lived Assets

 

We did not have any impairment indicators related to long-lived assets for the three months ended March 31, 2025 and 2024.
Earnings Per Share ("EPS")

Earnings Per Share (“EPS”)

 

Basic EPS has been computed pursuant to FASB ASC Topic 260, Earnings Per Share, and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. 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, restricted stock units and warrants and use the if-converted method to compute potential common shares from preferred stock, convertible notes or other convertible securities.

 

Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common stock equivalents if their effect would be anti-dilutive. The potential common shares in the following tables represent potential common shares from outstanding options, restricted stock awards, convertible notes and other convertible securities that were excluded from the calculation of diluted EPS during periods due to having an anti-dilutive effect are:

 

 

For the Three Months Ended March 31,

 

 

2025

 

 

2024

 

Average market price during the period

 

$

0.51

 

 

$

4.44

 

Option awards

 

 

1,388,824

 

 

 

1,529,824

 

Unvested restricted stock awards

 

 

—

 

 

 

10,087

 

Convertible notes

 

 

5,954,695

 

 

 

146,482

 

Common Stock Warrant related

 

 

10,727,387

 

 

 

951,148

 

 

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

 

 

For the Three Months Ended March 31,

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Net income (loss) attributable to Odyssey Marine Exploration, Inc.

 

$

2,241,570

 

 

$

3,498,024

 

Numerator:

 

 

 

 

 

 

Basic net income (loss) available to stockholders

 

$

2,241,570

 

 

$

3,498,024

 

Loss on equity method investment

 

 

(141,414

)

 

 

—

 

Fair value change of debt instruments

 

 

(1,600,826

)

 

 

(1,617,819

)

Fair value change of warrants

 

 

—

 

 

 

(6,798,430

)

Diluted net income (loss) available to stockholders

 

$

499,330

 

 

$

(4,918,225

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

Weighted average common shares outstanding – Basic

 

 

29,102,633

 

 

 

20,425,934

 

Dilutive effect of options

 

 

143,570

 

 

 

—

 

Dilutive effect of other derivative instruments

 

 

129,063

 

 

 

—

 

Dilutive effect of warrants

 

 

—

 

 

 

1,909,565

 

Dilutive effect of convertible debt instruments

 

 

12,241,147

 

 

 

4,322,601

 

Weighted average common shares outstanding – Diluted

 

 

41,616,413

 

 

 

26,658,100

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

Basic

 

$

0.08

 

 

$

0.17

 

Diluted

 

$

0.01

 

 

$

(0.18

)
Segment Reporting

Segment Reporting

We evaluate the products and services that produce our revenue and the geographical regions in which we operate to determine reportable segments in accordance with ASC 280 – Segment Reporting. Based on that evaluation, we have determined that we have only one operating segment.

See Note 16, Segment Reporting for further discussion related to the segment information.
Accounting Standards Not Yet Adopted

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued new guidance on income tax disclosures (ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”). Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses.” The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.

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.