Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Jan. 29, 2021 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VICTORY OILFIELD TECH, INC. | |
Entity Central Index Key | 0000700764 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 002-76219-NY | |
Entity Emerging Growth Company | false | |
Entity Public Float | $ 301,413 | |
Entity Well-Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Common Stock, Shares Outstanding | 28,037,713 | |
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 17,076 | $ 76,746 |
Accounts receivables, net | 510,226 | 399,325 |
Inventory | 50,053 | 62,575 |
Receivable for tax overpayment | 62,432 | |
Prepaid and other current assets | 115,939 | 107,360 |
Total current assets | 755,726 | 646,006 |
Property, plant and equipment | 721,983 | 721,983 |
Accumulated depreciation | (242,077) | (106,316) |
Property, plant and equipment, net | 479,906 | 615,667 |
Goodwill | 145,149 | 145,149 |
Other intangible assets, net | 148,079 | 3,027,860 |
Total Assets | 1,528,860 | 4,434,682 |
Current Liabilities | ||
Accounts payable | 719,011 | 700,234 |
Accrued and other short term liabilities | 176,593 | 118,130 |
Short term advance from shareholder | 185,150 | |
Short term notes payable, net | 703,377 | 867,484 |
Short term notes payable - affiliate, net | 1,978,900 | 1,115,400 |
Total current liabilities | 3,763,031 | 2,801,248 |
Long term notes payable, net | 436,770 | |
Total long term liabilities | 436,770 | |
Total Liabilities | 3,763,031 | 3,238,018 |
Stockholders' Equity | ||
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 issued and outstanding at each of December 31, 2019 and 2018 | 8 | 8 |
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares issued and outstanding at each of December 31, 2019 and 2018 | 28,038 | 28,038 |
Receivable for stock subscription | (245,000) | (245,000) |
Additional paid-in capital | 95,684,164 | 95,584,164 |
Accumulated deficit | (97,701,381) | (94,170,546) |
Total stockholders' equity | (2,234,171) | 1,196,664 |
Total Liabilities and Stockholders' Equity | $ 1,528,860 | $ 4,434,682 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 28,037,713 | 28,037,713 |
Common stock, outstanding | 28,037,713 | 28,037,713 |
Preferred Series D stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 8,333 | 8,333 |
Preferred stock, shares outstanding | 8,333 | 8,333 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Total revenue | $ 2,204,104 | $ 1,034,317 |
Total cost of revenue | 1,015,855 | 504,091 |
Gross profit | 1,188,249 | 530,226 |
Operating expenses | ||
Selling, general and administrative | 1,705,704 | 13,087,683 |
Depreciation and amortization | 265,318 | 613,708 |
Impairment loss | 2,616,705 | 14,165,833 |
Total operating expenses | 4,587,727 | 27,867,224 |
Loss from operations | (3,399,478) | (27,336,998) |
Other income/(expense) | ||
Other income | 11,198 | |
Interest expense | (197,851) | (246,035) |
Total other income/(expense) | (197,851) | (234,837) |
Loss from continuing operations before tax benefit | (3,597,329) | (27,571,835) |
Tax benefit | 93,531 | |
Loss from continuing operations | (3,597,329) | (27,478,304) |
Income from discontinued operations | 66,494 | 168,794 |
Loss applicable to common stockholders | $ (3,530,835) | $ (27,309,510) |
Basic and diluted: | ||
Loss per share from continuing operations | $ (0.13) | $ (1.29) |
Income (loss) per share from discontinued operations | 0 | 0.01 |
Loss per share, basic and diluted | $ (0.13) | $ (1.28) |
Weighted average shares, basic and diluted | 28,037,713 | 21,290,933 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,530,835) | $ (27,309,510) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 135,304 | 41,060 |
Amortization of intangible assets | 260,547 | 611,355 |
Provision for deferred taxes | (88,820) | |
Impairment of intangible assets | 2,616,705 | 14,165,833 |
Warrants issued with note payable | 37,109 | |
Depreciation expense | 135,761 | 63,183 |
Share-based compensation | 100,000 | 11,413,072 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (110,901) | (135,247) |
Receivable for tax overpayment | (62,432) | |
Inventory | 12,522 | (8,211) |
Prepaid and other current assets | (6,050) | 16,541 |
Accounts payable | 18,777 | 53,806 |
Accrued and other short term liabilities | 58,463 | (261,859) |
Net cash used in operating activities | (372,139) | (1,401,688) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of Pro-Tech, net of cash acquired | (563,633) | |
Net cash provided by (used in) investing activities | (563,633) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 747,664 | |
Proceeds from notes payable - affiliate | 785,000 | 1,729,100 |
Payments on notes payable | (657,681) | (98,696) |
Payments on notes payable - affiliate | (100,000) | |
Contributions - affiliate | (70,384) | |
Short term advance from shareholder | 185,150 | |
Redemption of preferred stock | (190,000) | |
Net cash provided by financing activities | 312,469 | 2,017,684 |
Net change in cash and cash equivalents | (59,670) | 52,363 |
Beginning cash and cash equivalents | 76,746 | 24,383 |
Ending cash and cash equivalents | 17,076 | 76,746 |
Cash paid for: | ||
Interest | 197,851 | 22,625 |
Non-cash investing and financing activities: | ||
Note payable to seller | 614,223 | |
Equity conversion of note payable | 1,410,200 | |
Intangible assets acquired | $ 172,519 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) | Common Stock $0.001 Par Value | Receivable for Stock Subscription | Additional Paid In Capital | Accumulated Deficit | Preferred B $0.001 Par Value | Preferred C $0.001 Par Value | Preferred D $0.001 Par Value | Total |
Beginning balance at Dec. 31, 2017 | $ 5,206 | $ (4,800,000) | $ 87,552,737 | $ (66,861,036) | $ 800 | $ 180 | $ 18 | $ 15,897,905 |
Beginning balance, shares at Dec. 31, 2017 | 5,206,174 | 800,000 | 180,000 | 18,333 | ||||
Cancellation of Preferred Series B | $ 20,000 | (245,000) | 225,800 | $ (800) | ||||
Cancellation of Preferred Series B, shares | 20,000,000 | (800,000) | ||||||
Issuance of warrants | 5,677,910 | 5,677,910 | ||||||
Preferred Series C conversion | $ 940 | (760) | $ (180) | |||||
Preferred Series C conversion, shares | 940,270 | (180,000) | ||||||
Preferred Series D redemptions | 10 | $ (10) | ||||||
Preferred Series D redemptions, shares | (10,000) | |||||||
ProTech acquisition | $ 11 | 8,261 | 8,272 | |||||
ProTech acquisition, shares | 11,000 | |||||||
Redemption of preferred stock | (317,265) | (317,265) | ||||||
Settlement of Note payable - affiliate | $ 1,881 | 1,410,200 | 1,412,081 | |||||
Settlement of Note payable - affiliate, shares | 1,880,269 | |||||||
Share based compensation | 133,350 | 133,350 | ||||||
Stock grant per Settlement Agreement | 5,638,921 | 5,638,921 | ||||||
Stock subscription receivable receipt | 55,000 | 55,000 | ||||||
Stock subscription receivable write-off | 4,745,000 | (4,745,000) | ||||||
Loss attributable to common stockholders | (27,309,510) | (27,309,510) | ||||||
Ending balance at Dec. 31, 2018 | $ 28,038 | (245,000) | 95,584,164 | (94,170,546) | $ 8 | 1,196,664 | ||
Ending balance, shares at Dec. 31, 2018 | 28,037,713 | 8,333 | ||||||
Share based compensation | 100,000 | 100,000 | ||||||
Loss attributable to common stockholders | (3,530,835) | (3,530,835) | ||||||
Ending balance at Dec. 31, 2019 | $ 28,038 | $ (245,000) | $ 95,684,164 | $ (97,701,381) | $ 8 | $ (2,234,171) | ||
Ending balance, shares at Dec. 31, 2019 | 28,037,713 | 8,333 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies: Organization and nature of operations Victory Oilfield Tech, Inc. ("Victory"), a Nevada corporation, is an oilfield technology products company offering patented oil and gas drilling products designed to improve well performance and extend the lifespan of the industry's most sophisticated and expensive equipment. On July 31, 2018, Victory entered into an agreement to acquire Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation ("Pro-Tech"), which provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. See Note 4, Pro-Tech Acquisition Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Victory for all periods presented and the accounts of Pro-Tech for periods occurring after the date of acquisition. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the "Company") have been eliminated. The results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any future periods. Going Concern Historically the Company has experienced, and continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. The Company has incurred an accumulated deficit of $(97,701,381) through December 31, 2019 and has a working capital deficit of $(3,007,305) at December 31, 2019. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of issuance of the consolidated financial statements. The consolidated financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern. The Company anticipates that operating losses will continue in the near term as our management continues efforts to leverage the Company's intellectual property through the platform provided by the acquisition of Pro-Tech and, potentially, other acquisitions. The Company intends to meet near-term obligations through funding under the New VPEG Note (see Note 13, Related Party Transactions In addition to increasing cash flow from operations, we will be required to obtain other liquidity resources in order to support ongoing operations. We are addressing this need by developing additional capital sources which we believe will enable us to execute our recapitalization and growth plan. This plan includes the expansion of Pro-Tech's core hardbanding business through additional drilling services and the development of additional products and services including wholesale materials, RFID enclosures and mid-pipe coating solutions. Based upon anticipated new sources of capital, and ongoing near-term funding provided through the New VPEG Note, we believe we will have enough capital to cover expenses through at least the next twelve months. We will continue to monitor liquidity carefully, and in the event we do not have enough capital to cover expenses, we will make the necessary and appropriate reductions in spending to remain cash flow positive. While management believes our plans help mitigate the substantial doubt that we are a going concern, there is no guarantee that our plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt that we are a going concern. Capital Resources During 2019 the Company received loan proceeds of $785,000 from VPEG and advances of $185,150 from Ron Zamber, who is a Director and shareholder. As of the date of this report and for the foreseeable future, we expect to cover operating shortfalls with funding through the New VPEG Note while we enact our strategy to become a technology-focused oilfield services company and seek additional sources of capital. As of the date of this report the remaining amount available to the Company for additional borrowings on the New VPEG Note was approximately $377,324. In addition, during 2019, the Company extended the maturity date of the Kodak Note (defined below in Note 8, Notes Payable Subsequent Events, During 2018 and 2017, the Company converted several related party debt instruments to equity, including the McCall Settlement Agreement, the Navitus Settlement Agreement, the Insider Settlement Agreement, the VPEG Private Placement, the VPEG Settlement Agreement, the VPEG Note and the Settlement Agreement. See Note 13 Related Party Transactions/ Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation and amortization expense, purchase price allocation on business combinations, various common stock, warrants and option transactions, evaluation of intangible assets, and loss contingencies. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2019 and December 31, 2018. Fair Value At December 31, 2019 and 2018, the carrying value of our financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. Management believes that due to our current credit worthiness, the fair value of debt could be less than the book value. Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity's own data). Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers The Company has one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company's contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer's location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly. For the twelve months ended December 31, 2019 and 2018, the Company recognized revenue of $2,204,104 and $1,034,317, respectively from contracts with oilfield operators.. Because the Company's contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Management evaluated, and determined that no disaggregation of revenue disclosure was appropriate. Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech's customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer's inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, the Company has not recorded an allowance for doubtful accounts at December 31, 2019 and 2018. If the financial conditions of Pro-Tech's customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future. As of December 31, 2019, three customers comprised 66% of the Company's gross accounts receivables. As of December 31, 2019, two customers comprised 35% of the Company's revenues. Inventory The Company's inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended December 31, 2019 and 2018. Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 7 years See Note 5, Property, Plant and Equipment Goodwill and Other Intangible Assets Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. We have determined that the Company is comprised of one reporting unit at December 31, 2019 and 2018, and the goodwill balances of $145,149 at December of each year are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2020, we bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill impairment. The Company's Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. See Note 4, Pro-Tech Acquisition The Company's contract-based intangible assets include an agreement to sublicense certain patents belonging to Armacor Victory Ventures, LLC (the "AVV Sublicense") and a license (the "Trademark License") to the trademark of a proprietary coating technology. The contract-based intangible assets have useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. The Company began to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition. However, during the twelve months ended December 31, 2019, the Company determined that the AVV Sublicense and the Trademark License were unlikely to produce future cash flows and, accordingly, those intangible assets were written down to zero. See Note 6, Goodwill and Other Intangible Assets Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company's consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Share-Based Compensation The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 11, Stock Options Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, Earnings per Share Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2019 and 2018, respectively. The weighted average number of common shares outstanding was 28,037,713 at each of December 31, 2019 and 2018. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the exercise prices of these instruments outstanding, all potentially dilutive common stock equivalents are considered anti-dilutive. The following table outlines outstanding common stock shares and common stock equivalents: Years Ended December 31, 2019 2018 Common Stock Shares Outstanding 28,037,713 28,037,713 Common Stock Equivalents Outstanding Warrants 2,783,626 2,713,103 Stock Options 211,186 221,713 Unconverted Preferred A Shares 68,966 68,966 Total Common Stock Equivalents Outstanding 3,063,778 3,003,782 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Note 2 – Recent Accounting Pronouncements Recently Issued Accounting Standards In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, "Simplifying the Accounting for Income Taxes" as part of its initiative to reduce complexity in accounting standards. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The new standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of ASU 2019-12 on our financial statements. Recently Adopted Accounting Standards On October 1, 2019, we adopted ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" , On January 1, 2019, we adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842) The new standard provides a number of optional practical expedients in transition. We elected the package of practical expedients, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The new standard also provides practical expedients for an entity's ongoing accounting. We elected the short term lease recognition exemption and we will not recognize ROU assets or lease liabilities for qualifying leases (leases with a term of less than 12 months from lease commencement). We also elected the accounting policy election to not separate lease and non-lease components for all asset classes. The Company has determined that adoption of this standard does not have a material impact on its consolidated financial statements because it does not currently have any arrangements that must be accounted for as leases. Effective January 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers Organization and Summary of Significant Accounting Policies Revenue Recognition . On May 17, 2017, FASB issued Accounting Standards Update ("ASU") 2017-09, Scope of Modification Accounting ( Compensation – Stock Compensation In January 2017, FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Note 3 – Discontinued Operations On August 21, 2017, the Company entered into a divestiture agreement with Navitus Energy Group ("Navitus"), and on September 14, 2017, the Company entered into amendment no. 1 to the divestiture agreement (as amended, the "Divestiture Agreement"). Pursuant to the Divestiture Agreement, the Company agreed to divest and transfer its 50% ownership interest in Aurora Energy Partners ("Aurora") to Navitus, which owned the remaining 50% interest, in consideration for a release from Navitus of all of the Company's obligations under the second amended partnership agreement, dated October 1, 2011, between the Company and Navitus, including, without limitation, obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity. The Company also agreed to (i) issue 4,382,872 shares of common stock to Navitus and (ii) pay off or otherwise satisfy all indebtedness and other material liabilities of Aurora at or prior to closing of the Divestiture Agreement. Closing of the Divestiture Agreement was completed on December 31, 2017. The Divestiture Agreement contained usual pre- and post-closing representations, warranties and covenants. In addition, Navitus agreed that the Company may take any steps necessary to amend the exercise price of warrants issued to Navitus Partners, LLC to reflect an exercise price of $1.52. The Company also agreed to provide Navitus with demand registration rights with respect to the shares to be issued to it under the Divestiture Agreement, whereby the Company agreed to, upon Navitus' request, file a registration statement on an appropriate form with the SEC covering the resale of such shares and use commercially reasonable efforts to cause such registration statement to be declared effective within one hundred twenty (120) days following such filing. The registration statement was filed on February 5, 2018 and amended on February 8, 2018. The Company has not yet amended the exercise price of warrants issued to Navitus Partners, LLC to reflect an exercise price of $1.52. Closing of the Divestiture Agreement was subject to customary closing conditions and certain other specific conditions, including the following: (i) the issuance of 4,382,896 shares of common stock to Navitus; (ii) the payment or satisfaction by the Company of all indebtedness or other liabilities of Aurora, which total approximately $1.2 million; (iii) the receipt of any authorizations, consents and approvals of all governmental authorities or agencies and of any third parties; (iv) the execution of a mutual release by the parties; and (v) the execution of customary officer certificates by the Company and Navitus regarding the representations, warrants and covenants contained in the Divestiture Agreement. Consequently, the Company issued 4,382,896 shares of common stock to Navitus on December 14, 2017. Aurora's revenues, related expenses and loss on disposal are components of "income (loss) from discontinued operations" in the consolidated statements of operations. The consolidated statements of cash flows are reported on a consolidated basis without separately presenting cash flows from discontinued operations for all periods presented. Results from discontinued operations were as follows: Years Ended December 31, 2019 2018 Income from discontinued operations before tax benefit $ 66,494 $ 168,794 Tax benefit - - Net income from discontinued operations 66,494 168,794 Loss on disposal of discontinued operations, net of tax - - Income from discontinued operations, net of tax $ 66,494 $ 168,794 |
Pro-Tech Acquisition
Pro-Tech Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Pro-Tech Acquisition | Note 4 – Pro-Tech Acquisition On July 31, 2018, the Company entered into a stock purchase agreement (the "Purchase Agreement") to purchase 100% of the issued and outstanding common stock of Pro-Tech, a hardbanding service provider servicing Oklahoma Texas, Kansas, Arkansas, Louisiana, and New Mexico. The Company believes that the acquisition of Pro-Tech will create opportunities to leverage its existing portfolio of intellectual property to fulfill its mission of operating as a technology-focused oilfield services company. In exchange for the outstanding common stock of Pro-Tech, Victory agreed to pay consideration of approximately $1,386,000, comprised of the following: (i) a total of $500,000 in cash at closing, including $150,000 previously deposited into escrow; (ii) 11,000 shares of the Company's common stock valued at $0.75 per share; (iii) $264,078 in cash on the 60th day following the closing date, and (iv) a zero-coupon note payable with discounted value of $614,223 at the date of acquisition (for further information, see Note 8, Notes Payable Net tangible assets acquired, at fair value $ 1,068,905 Intangible assets acquired: Customer relationships 129,680 Trademark 42,840 Goodwill 145,148 Total purchase price $ 1,386,573 The following table summarizes the components of the net tangible assets acquired, at fair value: Cash and cash equivalents $ 203,883 Accounts receivable 264,078 Inventories 54,364 Property and equipment 678,361 Deferred tax liability (87,470 ) Other assets and liabilities, net (44,311 ) Net tangible assets acquired $ 1,068,905 Pro-Tech's results of operations subsequent to the July 31, 2018 acquisition date are included in the Company's consolidated financial statements. The below unaudited combined pro-forma financial data of Victory and Pro-Tech reflects results of operations as though the companies had been combined as of the beginning of each of the periods presented. Year Ended December 31, 2018 Pro forma revenue $ 2,224,031 Pro forma net loss $ (27,374,775 ) Pro forma net loss per share (basic and diluted) $ (1.29 ) This unaudited pro-forma combined financial data is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the merger had taken place as of the beginning of 2018. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 5 – Property, plant and equipment Property, plant and equipment, at cost, consisted of the following at December 31: December 31, 2019 2018 Trucks $ 350,299 $ 350,299 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and office equipment 12,767 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 721,983 721,983 Less -- accumulated depreciation (242,077 ) (106,316 ) Property, plant and equipment, net $ 479,906 $ 615,667 Depreciation expense for the twelve months ended December 31, 2019 and 2018 was $135,761 and $63,183, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 6 – Goodwill and Other Intangible Assets The Company recorded $260,547 and $611,355 of amortization of intangible assets for the twelve months ended December 31, 2019 and 2018, respectively. For the twelve months ended December 31, 2019, the Company recorded impairments to the AVV Sublicense, the Trademark License and the Non-Compete Agreements of $2,214,167, $1,182,500 and $67,500, respectively, which, net of accumulated amortization of $847,462 represented 100% of the remaining value of each of these assets, for a total impairment loss of $2,616,705. The assets were written down to zero based upon the determination by the Company that the possibility of generating any future net cash flows from these assets was remote. This loss was recorded to Impairment Loss on the Company's consolidated statements of operations. For the twelve months ended December 31, 2018, the Company recorded impairments to the AVV Sublicense, the Trademark License and the Non-Compete Agreements of $9,115,833, $4,847,500 and $202,500, respectively, for a total impairment loss of $14,165,833, based on a revision of estimated future net cash flows would be generated by these assets. The revaluation was performed by a third party business valuation firm. This loss was recorded to Impairment Loss on the Company's consolidated statements of operations. The following table shows intangible assets, other than goodwill, and related accumulated amortization as of December 31, 2019 and 2018. December 31, 2019 December 31, 2018 AVV sublicense $ - $ 11,330,000 Trademark license - 6,030,000 Non-compete agreements - 270,000 Pro-Tech customer relationships 129,680 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization & impairment (24,441 ) (14,774,659 ) Other intangible assets, net $ 148,079 $ 3,027,860 See Note 17, Subsequent Events |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes There was no provision for (benefit of) income taxes for the years ended December 31, 2019 and 2018, after the application of ASC 740 "Income Taxes." The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an "ownership change" of a corporation. Accordingly, a company's ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 ("IRC Section 382"). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. There have been transactions that have changed the Company's ownership structure since inception that may have resulted in one or more ownership changes as defined by the IRC Section 382. The Company's transaction in 2017 has resulted in a limitation of pre-change in control net operating loss carry forwards to $8,163,281 over a 20-year period. For the years ending December 31, 2019 and 2018, the Company incurred a net operating loss carry forward of $425,000 and $1,118,000, respectively. Combined with the Section 382 limitation, the Company has net operating losses available of approximately $10,796,000 as of December 31, 2019. The Federal net operating loss carry forwards begin to expire in 2028. Capital loss carryovers may only be used to offset capital gains. Given the Company's history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards. ASC 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against its net deferred tax assets at December 31, 2019 and 2018, respectively. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the deferred tax benefit associated with the use of the net operating loss carry forwards and will recognize a deferred tax asset at that time. The Tax Cuts and Jobs Act ("TCJA") reduced the corporate income tax rate from 34% to 21% effective January 1, 2018. All deferred income tax assets and liabilities, including NOL's have been measured using the new rate under the TCJA and are reflected in the valuation of these assets as of December 31, 2019. Significant components of the Company's deferred income tax assets are as follows: 2019 2018 Net operating loss carryforwards $ 2,268,000 $ 2,179,000 Depreciation and accretion (102,000 ) 2,920,000 Equity based expenses 213,000 192,000 Other - (2,000 ) Deferred taxes 2,379,000 5,289,000 Valuation allowance (2,379,000 ) (5,289,000 ) Net deferred income tax assets $ - $ - Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2019 2018 Federal taxes at statutory rate 21.0 % 21.0 % Noncompulsary stock warrants 0.0 % -8.5 % State tax & other permanent items -0.3 % 0.0 % Rate reduction due to the TCJA 0.0 % -0.1 % Intangible impairment -17.0 % 0.0 % Change in valuation allowance -4.2 % -12.0 % Effective income tax rate -0.5 % 0.4 % ASC 740 provides guidance which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under the current accounting guidelines, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2019 and 2018 the Company does not have a liability for unrecognized tax benefits. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued. Tax years 2016 and forward are open and subject to examination by the Federal taxing authority. The Company is not currently under examination and it has not been notified of a pending examination. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 8 – Notes Payable Notes payable were comprised of the following at December 31: 2019 2018 Rogers Note $ 215,895 $ 398,576 Kodak Note 250,000 375,000 Matheson Note 262,500 612,500 New VPEG Note 1,978,900 1,115,400 Total notes payable 2,707,295 2,501,476 Less unamortized discount and issuance costs (25,018 ) (81,823 ) Total notes payable, net $ 2,682,277 $ 2,419,653 Current portion of notes payable 2,682,277 1,982,884 Long term notes payable, net $ - $ 436,770 Amortization of discount and issuance costs during the years ended December 31, 2019 and 2018 was $135,304 and $41,063, respectively. Future payments on notes payable at December 31, 2019 were: 2020 $ 2,682,277 2021 - Total $ 2,682,277 Rogers Note In February 2015, the Company entered into an 18% Contingent Promissory Note in the amount of $250,000 with Louise H. Rogers (the "Rogers Note"), in connection with a proposed business combination with Lucas Energy Inc. Subsequent to the issuance of the Rogers Note, the Company and Louise H. Rogers entered into an agreement (the "Rogers Settlement Agreement") to terminate the Rogers Note with a lump sum payment of $258,125 to be made on or before July 15, 2015. The Company's failure to make the required payment resulted in default interest on the amount due accruing at a rate of $129 per day. On October 17, 2018, the Company entered into a settlement agreement with Louise H. Rogers (the "New Rogers Settlement Agreement"), pursuant to which the amount owed by the Company under the Rogers Settlement Agreement was reduced to a $375,000 principal balance, which accrues interest at the rate of 5% per annum. A gain of $11,198, or $0.00 per share, was recorded in Other income on the Company's consolidated statements of operations for the twelve months ended December 31, 2018 in connection with the New Rogers Settlement Agreement, which was treated as a troubled debt restructuring. The New Rogers Settlement Agreement is being repaid through 24 equal monthly installments of approximately $16,607 per month beginning January 2019 and ending December 2021. The Company also agreed to reimburse Louise H. Rogers for attorney fees in the amount of $7,686, to be paid on or before November 10, 2018, and to reimburse Louise H. Rogers for additional attorney fees incurred in connection with the New Rogers Settlement Agreement. In connection with the New Rogers Settlement Agreement, the Company agreed to pay Sharon E. Conway, the attorney for Louise H. Rogers, a total of $26,616 in three equal installment payments of $8,872, the first of which was paid in November 2018 and the last of which was paid in February 2019. The amount due pursuant to the Rogers Settlement Agreement, including accrued interest, was $398,576 at December 31, 2018. Of this amount, $199,288 is reported in Short term notes payable, net and $199,288 is reported in Long term notes payable, net on the Company's consolidated balance sheets. The Company recorded interest expense of $0.00 and $35,492 related to the Rogers Settlement Agreement for the twelve months ended December 31, 2019 and 2018, respectively. Kodak Note On July 31, 2018, the Company entered into a loan agreement to fund the acquisition of Pro-Tech with Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company ("Kodak"), pursuant to which the Company borrowed $375,000 from Kodak under a 10% secured convertible promissory note maturing March 31, 2019, with an option to extend maturity to June 30, 2019 (the "Kodak Note"). Pursuant to the issuance of the Kodak Note, the Company issued to an affiliate of Kodak a five-year warrant to purchase 375,000 shares of the Company's common stock with an exercise price of $0.75 per share (the "Kodak Warrants"). The grant date fair value of the Kodak Warrants was recorded as a discount of approximately $37,000 on the Kodak Note and will be amortized into interest expense using a method consistent with the interest method. The Company amortized $13,916 and $23,193 related to the Kodak Note for the twelve months ended December 31, 2019 and 2018, respectively. On April 1, 2019, the Company elected to extend the maturity date of the Kodak Note from March 31, 2019 to June 30, 2019, and paid an extension fee of $9,375 in connection with this extension. On July 10, 2019, the Company entered into an Extension and Modification Agreement with Kodak (the "Kodak Extension"), under which the terms of the Kodak Note were amended as follows: (i) the maturity date was extended to September 30, 2019, (ii) the interest rate was increased to 15% beginning July 1, 2019, with a prepayment of interest in the amount of $14,063 for the period from July through September 2019 made upon execution of the Kodak Extension, and (iii) an extension fee of $14,063 was paid to Kodak upon execution of the Kodak Extension. On October 21, 2019, the Company, Kodak and Pro-Tech entered into a Second Extension and Modification Agreement, effective September 30, 2019, pursuant to which the maturity date of the Kodak Note was extended from September 30, 2019 to December 20, 2019, and the interest rate was increased from 15% to 17.5%. Upon the execution of the Second Extension and Modification Agreement, we paid to Kodak interest on the Loan for the fourth quarter of 2019 in the amount of $11,059, and an extension fee in the amount of $14,063. The Company agreed to: (i) pay a total of $12,500.00 to Kodak and its manager, which represents due diligence fees; (ii) pay to Kodak and its manager a total of $27,500, which represents $25,000 of loan monitoring fees and $2,500 of loan extension fees; (iii) on or before October 31, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after October 31, 2019; (iv) on or before November 29, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late fees of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after November 29, 2019; and (v) on or before December 30, 2019, the Company will pay to Kodak any unpaid and/or outstanding balances owed on the Note. If the Note and any late fees, other fees, interest, or principal is not paid in full by December 30, 2019, the Company will pay to Kodak $25,000 as liquidated damages. As of January 10, 2020, VPEG, on behalf of the Company, has paid in full all amounts due in connection with the Kodak Note. The November 29, 2019 payment was not paid timely and therefore Victory incurred a $5,000 penalty. The December 30, 2019 payment was not paid timely and accordingly Victory incurred penalties of $45,000 and interest of $9,076. See Note 17, Subsequent Events, Matheson Note In connection with the Purchase Agreement (see Note 4, Pro-Tech Acquisition The Company recorded interest expense of $42,888 and $17,870 related to the Matheson Note for the twelve months ended December 31, 2019 and 2018, respectively. New VPEG Note See Note 13, Related Party Transactions |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 – Stockholders' Equity Preferred Stock Series D Preferred Stock The terms of the Series D Preferred Stock are governed by a certificate of designation (the "Series D Certificate of Designation") filed by the Company with the Nevada Secretary of State on August 21, 2017. Pursuant to the Series D Certificate of Designation, the Company designated 20,000 shares of its preferred stock as Series D Preferred Stock. Dividends Liquidation Voting Rights Redemption Conversion Other Rights Series C Preferred Stock On August 21, 2017, the Company designated 810,000 shares as Series C Preferred Stock and issued 180,000 shares. On January 24, 2018, all shares of Series C Preferred Stock were automatically converted into 940,272 shares of common stock. On February 5, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series C Preferred Stock and return such shares to undesignated preferred stock of the Company. Series B Preferred Stock On August 21, 2017, the Company designated 800,000 shares as Series B Preferred Stock and issued 800,000 shares. On April 10, 2018, all shares of Series B Preferred Stock were canceled. On April 23, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series B Preferred Stock and return such shares to undesignated preferred stock of the Company. Common Stock The Company did not issue any shares of its common stock during the year ended December 31, 2019. On July 31, 2018, the Company issued 11,000 shares of its $0.001 par value common stock to Stewart Matheson, the seller of Pro-Tech, in connection with the acquisition. See Note 4, Pro-Tech Acquisition |
Warrants for Stock
Warrants for Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Warrants for Stock | Note 10 – Warrants for Stock At December 31, 2019 and 2018 warrants outstanding for common stock of the Company were as follows: Number of Shares Underlying Warrants Weighted Average Exercise Price Balance January 1, 2018 527,367 $ 5.53 Granted 2,255,267 $ 0.75 Exercised - $ - Canceled (69,531 ) $ 10.90 Balance December 31, 2018 2,713,103 $ 1.42 Granted 100,000 $ 0.80 Exercised - - Canceled (29,477 ) $ 11.28 Balance December 31, 2019 2,783,626 $ 1.29 During the year ended December 31, 2019, the Company granted a warrant to purchase 100,000 shares of its common stock at $0.80 per share, to Kevin DeLeon, in connection with an employment offer letter dated October 18, 2019 During the year ended December 31, 2018, the Company granted 375,000 warrants in connection with the Kodak Note. See Note 8, Notes Payable During the year ended December 31, 2018, the Company granted 1,880,267 warrants to VPEG in connection with the Settlement Agreement. See Note 13, Related Party Transactions All warrants were valued using the Black Scholes pricing model. The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2019: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Weighted Weighted Average Number of Weighted $4.94 – $13.30 117,869 $ 8.33 0.71 117,869 $ 8.33 $0.75 – $3.51 2,665,757 $ 0.98 3.18 2,665,757 $ 3.18 2,783,626 2,783,626 The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2018: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Weighted Weighted Average Number of Weighted $4.94 – $13.30 147,346 $ 8.92 1.45 147,346 $ 8.92 $0.75 – $3.51 2,565,757 $ 0.99 4.19 2,565,757 $ 0.99 2,713,103 2,713,103 These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimates the fair value of these warrants using the Black-Scholes Option Pricing Model using the following assumptions: 2019 2018 Risk free interest rates 1.62% 2.67% – 2.83% Expected life 3 years 5 years Estimated volatility 1.0% 1.0% Dividend yield 0% 0% Expected volatility is based primarily on historical volatility. The schedule of fair value assumptions of warrant Historical volatility was computed using daily pricing observations for recent periods that correspond to the expected term of the warrants. The Company believes this method produces an estimate that is representative of future volatility over the expected term of these warrants. The Company currently has no reason to believe future volatility over the expected term of these warrants is likely to differ materially from historical volatility. The expected term is based on the remaining term of the warrants. The risk-free interest rate is based on U.S. Treasury securities. At December 31, 2019 and 2018 the aggregate intrinsic value of the warrants outstanding and exercisable was $0 and $0, respectively. The intrinsic value of a warrant is the amount by which the market value of the underlying warrant exercise price exceeds the market price of the stock at December 31 of each year. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | Note 11 – Stock Options The following table summarizes stock option activity in the Company's stock-based compensation plans for the years ended December 31, 2019 and 2018. All options issued were non-qualified stock options. Number of Weighted Aggregate Number of Weighted Outstanding at January 1, 2018 223,556 $ 2.62 489,475 44,827 $ 13.49 Granted at Fair Value — — — — — Exercised — — — — — Canceled (12,370 ) 10.71 — — — Outstanding at December 31, 2018 211,186 $ 2.15 $ — 101,537 $ 2.83 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2019 211,186 $ 2.15 $ — 167,326 $ 2.31 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. During the year ended December 31, 2019, the Company did not grant employee stock options or stock options for consulting services. The fair value of the stock option grants is amortized over the respective vesting period using the straight-line method. Forfeitures and cancellations are recorded as they occur. Compensation expense related to stock options included in general and administrative expense in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018 was $100,000 and $133,350, respectively. Stock options are granted at the fair market value of the Company's common stock on the date of grant. Options granted to officers and other employees vest immediately or over 36 months as provided in the option agreements at the date of grant. The fair value of options granted are estimated using the Black-Scholes Option Pricing Model. No options were granted in 2019 or 2018. The following table summarizes information about stock options outstanding at December 31, 2019: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $1.52 - $13.30 211,186 7.48 $ 2.15 $ — 167,326 $ 2.31 $ — The following table summarizes information about options outstanding at December 31, 2018: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $1.52- $13.30 211,186 8.48 $ 215 $ — 101,537 $ 2.83 $ — A summary of the Company's non-vested stock options at December 31, 2019 and December 31, 2018 and changes during the years are presented below. Non-Vested Stock Options Options Weighted Non-Vested at December 31, 2018 109,649 $ 1.52 Granted — $ — Vested 65,789 $ — Forfeited — $ — Non-Vested at December 31, 2019 43,860 $ 1.52 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Rent expense for the years ended December 31, 2019 and 2018 was $27,212 and $30,000, respectively. The Company's office space in Austin, Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. As such there are no future annual minimum payments as of December 31, 2019 and 2018, respectively. We are subject to legal claims and litigation in the ordinary course of business, including but not limited to employment, commercial and intellectual property claims. The outcome of any such matters is currently not determinable, and the Company is not actively involved in any ongoing litigation as of the date of this report. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions VPEG Note On August 21, 2017, the Company entered into a secured convertible original issue discount promissory note issued by the Company to VPEG (the "VPEG Note"). The VPEG Note reflects an original issue discount of $50,000 such that the principal amount of the VPEG Note is $550,000, notwithstanding the fact that the loan was in the amount of $500,000. The VPEG Note did not bear any interest in addition to the original issue discount, matured on September 1, 2017, and was secured by a security interest in all of the Company's assets. On October 11, 2017, the Company and VPEG entered into an amendment to the VPEG Note, pursuant to which the parties agreed (i) to increase the loan amount to $565,000, (ii) to increase the principal amount of the VPEG Note to $621,500, reflecting an original issue discount of $56,500, (iii) to extend the maturity date to November 30, 2017 and (iv) that VPEG will have the option, but not the obligation, to loan the Company up to an additional $250,000 under the VPEG Note. On January 17, 2018, the Company and VPEG entered into a second amendment to the VPEG Note, pursuant to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG's written demand for payment on the VPEG Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the VPEG Note; and (iii) that, in the event that VPEG exercises its option to convert the note into shares of common stock at any time after the maturity date and prior to payment in full of the principal amount of the VPEG Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share. Settlement Agreement On April 10, 2018, the Company and VPEG entered into a settlement agreement and mutual release (the "Settlement Agreement"), pursuant to which VPEG agreed to release and discharge the Company from its obligations under the VPEG Note. Pursuant to the Settlement Agreement, and in consideration and full satisfaction of the outstanding indebtedness of $1,410,200 under the VPEG Note, the Company issued to VPEG 1,880,267 shares of its common stock and a five-year warrant to purchase 1,880,267 shares of its common stock at an exercise price of $0.75 per share, to be reduced to the extent the actual price per share in the Proposed Private Placement is less than $0.75. The Company recorded share based compensation of $11,281,602 in connection with the Settlement Agreement. On April 10, 2018, in connection with the Settlement Agreement, the Company and VPEG entered into a loan Agreement (the "New Debt Agreement"), pursuant to which VPEG may, at is discretion, loan to the Company up to $2,000,000 under a secured convertible original issue discount promissory note (the "New VPEG Note"). Any loan made pursuant to the New VPEG Note will reflect a 10% original issue discount, will not bear interest in addition to the original issue discount, will be secured by a security interest in all of the Company's assets, and at the option of VPEG will be convertible into shares of the Company's common stock at a conversion price equal to $0.75 per share or, such lower price as shares of Common Stock are sold to investors in the Proposed Private Placement. The balance of the New VPEG Note was $1,115,400 as of December 31, 2018 and $1,978,900 as of December 31, 2019. On October 30, 2020, the Company and VPEG amended the New Debt Agreement. See Note 8, Notes Payable Subsequent Events VPEG Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "VPEG Settlement Agreement") with VPEG, pursuant to which all obligations of the Company to VPEG to repay indebtedness for borrowed money (other than the VPEG Note), which totaled approximately $873,409.64, was converted into approximately 110,000 shares of Series C Preferred Stock. Pursuant to the VPEG Settlement Agreement, the 12% unsecured six-month promissory note was repaid in full and terminated, but VPEG retained the common stock purchase warrant. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 940,272 shares of common stock. Navitus Energy Corp Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "Navitus Settlement Agreement") with Dr. Ronald Zamber and Mr. Greg Johnson, an affiliate of Navitus Energy Group ("Navius"), pursuant to which all obligations of the Company to Dr. Zamber and Mr. Johnson to repay indebtedness for borrowed money, which totaled approximately $520,800, was converted into approximately 65,591 shares of Series C Preferred Stock, approximately 46,700 shares of which were issued to Dr. Zamber and approximately 18,891 shares of which were issued to Mr. Johnson. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 342,633 shares of common stock, with 243,948 shares issued to Dr. Zamber and 98,685 shares issued to Mr. Johnson. Insider Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "Insider Settlement Agreement") with Dr. Ronald Zamber and Mrs. Kim Rubin Hill, the wife of Kenneth Hill, the Company's Chief Executive Officer and Chief Financial Officer, pursuant to which all obligations of the Company to Dr. Zamber and Mrs. Hill to repay indebtedness for borrowed money, which totaled approximately $35,000, was converted into approximately 4,408 shares of Series C Preferred Stock, approximately 1,889 shares of which were issued to Dr. Zamber and approximately 2,519 shares of which were issued to Mrs. Hill. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 23,027 shares of common stock, with 9,869 shares issued to Dr. Zamber and 13,158 shares issued to Mrs. Hill. Transaction Agreement On August 21, 2017, the Company entered into a transaction agreement (the "Transaction Agreement") with Armacor Victory Ventures, LLC, a Delaware limited liability company ("AVV"), pursuant to which AVV (i) granted to the Company a worldwide, perpetual, royalty free, fully paid up and exclusive sublicense to all of AVV's owned and licensed intellectual property for use in the Oilfield Services industry, except for a tubular solutions company headquartered in France, and (ii) agreed to contribute to the Company $5,000,000 (the "Cash Contribution"), in exchange for which the Company issued 800,000 shares of its newly designated Series B Convertible Preferred Stock. To date, AVV has contributed a total of $255,000 to the Company. In connection with the Transaction Agreement, on August 21, 2017 the Company entered into (i) an exclusive sublicense agreement with AVV, or the AVV Sublicense, pursuant to which AVV granted the License to the Company, and (ii) a trademark license agreement, or the Trademark License, with Liquidmetal Coatings Enterprises, LLC ("LMCE"), an affiliate of AVV, pursuant to which LMCE granted a license for the Liquidmetal® Coatings Products and Armacor® trademarks and service marks to the Company in accordance with a mutually agreeable supply agreement. See Note 17, Subsequent Events McCall Settlement Agreement On August 21, 2017, in connection with the Transaction Agreement, the Company entered into a settlement agreement and mutual release with David McCall, the former general counsel and former director of Victory (the "McCall Settlement Agreement"), pursuant to which all obligations of the Company to David McCall to repay indebtedness related to payment for legal services rendered by David McCall, which totaled $380,323 including accrued interest, was converted into 20,000 shares of the Company's newly designated Series D Preferred Stock. During the twelve months ended December 31, 2017, the Company did not redeem any shares of Series D Preferred Stock. During the twelve months ended December 31, 2018, the Company redeemed 16,666 shares of Series D Preferred Stock for cash payments of $316,942. Supplementary Agreement On April 10, 2018, the Company and AVV entered into a supplementary agreement (the "Supplementary Agreement") to address breaches or potential breaches under the Transaction Agreement, including AVV's failure to contribute the full amount of the Cash Contribution. Pursuant to the Supplementary Agreement, the Series B Convertible Preferred Stock issued under the Transaction Agreement was canceled and, in lieu thereof, the Company issued to AVV 20,000,000 shares of its common stock (the "AVV Shares"). The Supplementary Agreement contains certain covenants by AVV, including a covenant that AVV will use its best efforts to help facilitate approval of a proposed $7 million private placement of the Company's common stock at a price per share of $0.75, which will include 50% warrant coverage at an exercise price of $0.75 per share (the "Proposed Private Placement"), and that AVV will invest a minimum of $500,000 in the Proposed Private Placement. On April 23, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series B Convertible Preferred Stock and return such shares to undesignated preferred stock of the Company. Consulting Fees During the twelve months ended December 31, 2019 and 2018, the Company paid $76,500 and $105,030, respectively, in consulting fees to Kevin DeLeon, a director of the Company and, effective April 23, 2019, its Interim Chief Executive Officer. |
Segment and Geographic Informat
Segment and Geographic Information and Revenue Disaggregation | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information and Revenue Disaggregation | Note 14 – Segment and Geographic Information and Revenue Disaggregation The Company has one reportable segment: Hardband Services. Hardband Services provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. All Hardband Services revenue is generated in the United States, and all assets related to Hardband Services are located in the United States. Because the Company operates with only one reportable segment in one geographical area, there is no segment revenue or asset information to present. To provide users of the financial statements information depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, we have disaggregated revenue by customer, with customers representing more than five percent of total annual revenues comprising the first category, and those representing less than five percent of total annual revenues comprising the second category. Year Ended December 31, Category 2019 2018 >5% $ 1,310,206 $ 648,659 <5% 893,898 385,658 $ 2,204,104 $ 1,034,317 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 15 – Net Loss Per Share Basic loss per share is computed using the weighted average number of common shares outstanding at December 31, 2019 and 2018, respectively. Diluted loss per share reflects the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. The following table sets forth the computation of net loss per common share – basic and diluted: Years Ended December 31, 2019 2018 Numerator: Net loss $ (3,530,835 ) $ (27,309,510 ) Denominator Basic weighted average common shares outstanding 28,037,713 21,290,933 Effect of dilutive securities - - Diluted weighted average common shares outstanding 28,037,713 21,290,933 Net loss per common share Basic and diluted $ (0.13 ) $ (1.28 ) For the years ended December 31, 2019 and 2018, potentially dilutive shares of 3,103,782 and 3,003,782, respectively, were excluded from the calculation of dilutive shares because the effect of including them would have been anti-dilutive. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plan | Note 16 – Employee Benefit Plan The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering full-time employees of Pro-Tech ("Pro-Tech 401(k) Plan"). The Pro-Tech 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code. Participants meeting certain criteria, as defined in the plan document, are eligible for a matching contribution, in amounts determined at the discretion of the Company. Contributions to the Molecular Templates 401(k) Plan by the Company were $15,402 and $7,915 for the years ended December 31, 2019 and 2018, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events During the period of January 1, 2020 through January 29, 2021 the Company received additional loan proceeds of $1,143,776 from VPEG pursuant to the New VPEG Note. As of January 10, 2020, VPEG, on behalf of the Company, has paid in full all amounts due in connection with the Kodak Note. The November 29, 2019 payment was not paid timely and therefore the Company incurred a $5,000 penalty. The December 30, 2019 payment was not paid timely and accordingly the Company incurred penalties of $45,000 and interest of $9,076. Effective September 1, 2020, the Company and AVV have mutually agreed to terminate the AVV Sublicense Agreement and Trademark License. Since the date of the Transaction Agreement, the Company has not realized any revenue from products or services related to the AVV Sublicense Agreement or Trademark License. Also effective September 1, 2020, the Company and LMCE have agreed to terminate the supply and services agreement dated September 6, 2019 although the Company continues to purchase and utilize the products of LMCE. The Company is evaluating its business strategy in light of the current conditions of the national and global oil and gas markets. On October 30, 2020, the Company and VPEG entered into an amendment to the New Debt Agreement, pursuant to which the parties agreed to increase the loan amount to up to $3,000,000 to cover advances from VPEG through October 30, 2020 and the Company's working capital needs. On February 8, 2021 the Company and VPEG entered into an amendment to the New Debt Agreement, pursuant to which the parties agreed to increase the loan amount to up to $3,500,000 to cover future working capital needs. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2019 and December 31, 2018. |
Fair Value | Fair Value At December 31, 2019 and 2018, the carrying value of our financial instruments such as accounts receivable and payables approximated their fair values based on the short-term nature of these instruments. The carrying value of short term notes and advances approximated their fair values because the underlying interest rates approximated market rates at the balance sheet dates. Management believes that due to our current credit worthiness, the fair value of debt could be less than the book value. Financial Accounting Standard Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity's own data). |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers The Company has one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations of the Company's contracts with customers are satisfied over the duration of the contract as customer-owned equipment is serviced and then made available for immediate use as completed during the service period. The Company has reviewed its contracts with Pro-Tech customers and determined that due to their short-term nature, with durations of several days of service at the customer's location, it is only those contracts that occur near the end of a financial reporting period that will potentially require allocation to ensure revenue is recognized in the proper period. The Company has reviewed all such transactions and recorded revenue accordingly. For the twelve months ended December 31, 2019 and 2018, the Company recognized revenue of $2,204,104 and $1,034,317, respectively from contracts with oilfield operators.. Because the Company's contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Management evaluated, and determined that no disaggregation of revenue disclosure was appropriate. |
Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts | Concentration of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from Pro-Tech's customers. Management evaluates the collectability of accounts receivable based on a combination of factors. If management becomes aware of a customer's inability to meet its financial obligations after a sale has occurred, the Company records an allowance to reduce the net receivable to the amount that it reasonably believes to be collectable from the customer. Accounts receivable are written off at the point they are considered uncollectible. Due to historically very low uncollectible balances and no specific indications of current uncollectibility, the Company has not recorded an allowance for doubtful accounts at December 31, 2019 and 2018. If the financial conditions of Pro-Tech's customers were to deteriorate or if general economic conditions were to worsen, additional allowances may be required in the future. As of December 31, 2019, three customers comprised 66% of the Company's gross accounts receivables. As of December 31, 2019, two customers comprised 35% of the Company's revenues. |
Inventory | Inventory The Company's inventory balances are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists of products purchased by Pro-Tech for use in the process of providing hardbanding services. No impairment losses on inventory were recorded for the twelve months ended December 31, 2019 and 2018. |
Property, Plant and Equipment | Property, Plant and Equipment Property, Plant and Equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. When property, plant and equipment is disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheets and any gain or loss is included in Other income/(expense) in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 7 years See Note 5, Property, Plant and Equipment |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis or the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We perform an impairment test of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. We have determined that the Company is comprised of one reporting unit at December 31, 2019 and 2018, and the goodwill balances of $145,149 at December of each year are included in the single reporting unit. To date, an impairment of goodwill has not been recorded. For the year ended December 31, 2020, we bypassed the qualitative assessment, and proceeded directly to the quantitative test for goodwill impairment. The Company's Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. See Note 4, Pro-Tech Acquisition The Company's contract-based intangible assets include an agreement to sublicense certain patents belonging to Armacor Victory Ventures, LLC (the "AVV Sublicense") and a license (the "Trademark License") to the trademark of a proprietary coating technology. The contract-based intangible assets have useful lives of approximately 11 years for the AVV Sublicense and 15 years for the Trademark License. The Company began to use the economic benefits of its intangible assets, and therefore began amortization of its intangible assets on a straight-line basis over the useful lives indicated above beginning July 31, 2018, the effective date of the Pro-Tech acquisition. However, during the twelve months ended December 31, 2019, the Company determined that the AVV Sublicense and the Trademark License were unlikely to produce future cash flows and, accordingly, those intangible assets were written down to zero. See Note 6, Goodwill and Other Intangible Assets |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company's consolidated financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. |
Share-Based Compensation | Share-Based Compensation The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. In all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date on a straight-line basis over the requisite service period, which in the case of third party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in general and administrative expenses in the consolidated statements of operations. See Note 11, Stock Options |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, |
Earnings per Share | Earnings per Share Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2019 and 2018, respectively. The weighted average number of common shares outstanding was 28,037,713 at each of December 31, 2019 and 2018. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the exercise prices of these instruments outstanding, all potentially dilutive common stock equivalents are considered anti-dilutive. The following table outlines outstanding common stock shares and common stock equivalents: Years Ended December 31, 2019 2018 Common Stock Shares Outstanding 28,037,713 28,037,713 Common Stock Equivalents Outstanding Warrants 2,783,626 2,713,103 Stock Options 211,186 221,713 Unconverted Preferred A Shares 68,966 68,966 Total Common Stock Equivalents Outstanding 3,063,778 3,003,782 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of the related assets | Asset category Useful Life Welding equipment, Trucks, Machinery and equipment 5 years Office equipment 5 - 7 years Computer hardware and software 7 years |
Schedule of outstanding common stock shares and common stock equivalents | Years Ended December 31, 2019 2018 Common Stock Shares Outstanding 28,037,713 28,037,713 Common Stock Equivalents Outstanding Warrants 2,783,626 2,713,103 Stock Options 211,186 221,713 Unconverted Preferred A Shares 68,966 68,966 Total Common Stock Equivalents Outstanding 3,063,778 3,003,782 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of disposal groups, including discontinued operations | Years Ended December 31, 2019 2018 Income from discontinued operations before tax benefit $ 66,494 $ 168,794 Tax benefit - - Net income from discontinued operations 66,494 168,794 Loss on disposal of discontinued operations, net of tax - - Income from discontinued operations, net of tax $ 66,494 $ 168,794 |
Pro-Tech Acquisition (Tables)
Pro-Tech Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of methodology and estimates utilized to determine the net tangible assets and intangible assets | Net tangible assets acquired, at fair value $ 1,068,905 Intangible assets acquired: Customer relationships 129,680 Trademark 42,840 Goodwill 145,148 Total purchase price $ 1,386,573 |
Schedule of components of net tangible assets acquired, at fair value | Cash and cash equivalents $ 203,883 Accounts receivable 264,078 Inventories 54,364 Property and equipment 678,361 Deferred tax liability (87,470 ) Other assets and liabilities, net (44,311 ) Net tangible assets acquired $ 1,068,905 |
Schedule of unaudited combined pro-forma financial data | Year Ended December 31, 2018 Pro forma revenue $ 2,224,031 Pro forma net loss $ (27,374,775 ) Pro forma net loss per share (basic and diluted) $ (1.29 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, 2019 2018 Trucks $ 350,299 $ 350,299 Welding equipment 285,991 285,991 Office equipment 23,408 23,408 Machinery and equipment 18,663 18,663 Furniture and office equipment 12,767 12,767 Computer hardware 8,663 8,663 Computer software 22,191 22,191 Total property, plant and equipment, at cost 721,983 721,983 Less -- accumulated depreciation (242,077 ) (106,316 ) Property, plant and equipment, net $ 479,906 $ 615,667 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets and related accumulated amortization | December 31, 2019 December 31, 2018 AVV sublicense $ - $ 11,330,000 Trademark license - 6,030,000 Non-compete agreements - 270,000 Pro-Tech customer relationships 129,680 129,680 Pro-Tech trademark 42,840 42,840 Accumulated amortization & impairment (24,441 ) (14,774,659 ) Other intangible assets, net $ 148,079 $ 3,027,860 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax assets | 2019 2018 Net operating loss carryforwards $ 2,268,000 $ 2,179,000 Depreciation and accretion (102,000 ) 2,920,000 Equity based expenses 213,000 192,000 Other - (2,000 ) Deferred taxes 2,379,000 5,289,000 Valuation allowance (2,379,000 ) (5,289,000 ) Net deferred income tax assets $ - $ - |
Schedule of effective income tax rate | 2019 2018 Federal taxes at statutory rate 21.0 % 21.0 % Noncompulsary stock warrants 0.0 % -8.5 % State tax & other permanent items -0.3 % 0.0 % Rate reduction due to the TCJA 0.0 % -0.1 % Intangible impairment -17.0 % 0.0 % Change in valuation allowance -4.2 % -12.0 % Effective income tax rate -0.5 % 0.4 % |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | 2019 2018 Rogers Note $ 215,895 $ 398,576 Kodak Note 250,000 375,000 Matheson Note 262,500 612,500 New VPEG Note 1,978,900 1,115,400 Total notes payable 2,707,295 2,501,476 Less unamortized discount and issuance costs (25,018 ) (81,823 ) Total notes payable, net $ 2,682,277 $ 2,419,653 Current portion of notes payable 2,682,277 1,982,884 Long term notes payable, net $ - $ 436,770 |
Schedule of future payments on notes payable | 2020 $ 2,682,277 2021 - Total $ 2,682,277 |
Warrants for Stock (Tables)
Warrants for Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of warrants outstanding for common stock | Number of Shares Underlying Warrants Weighted Average Exercise Price Balance January 1, 2018 527,367 $ 5.53 Granted 2,255,267 $ 0.75 Exercised - $ - Canceled (69,531 ) $ 10.90 Balance December 31, 2018 2,713,103 $ 1.42 Granted 100,000 $ 0.80 Exercised - - Canceled (29,477 ) $ 11.28 Balance December 31, 2019 2,783,626 $ 1.29 |
Schedule of outstanding warrants for common stock outstanding and exercisable | The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2019: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Weighted Weighted Average Number of Weighted $4.94 – $13.30 117,869 $ 8.33 0.71 117,869 $ 8.33 $0.75 – $3.51 2,665,757 $ 0.98 3.18 2,665,757 $ 3.18 2,783,626 2,783,626 The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2018: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number of Weighted Weighted Average Number of Weighted $4.94 – $13.30 147,346 $ 8.92 1.45 147,346 $ 8.92 $0.75 – $3.51 2,565,757 $ 0.99 4.19 2,565,757 $ 0.99 2,713,103 2,713,103 |
Schedule of fair value of warrants | 2019 2018 Risk free interest rates 1.62% 2.67% – 2.83% Expected life 3 years 5 years Estimated volatility 1.0% 1.0% Dividend yield 0% 0% |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Number of Weighted Aggregate Number of Weighted Outstanding at January 1, 2018 223,556 $ 2.62 489,475 44,827 $ 13.49 Granted at Fair Value — — — — — Exercised — — — — — Canceled (12,370 ) 10.71 — — — Outstanding at December 31, 2018 211,186 $ 2.15 $ — 101,537 $ 2.83 Granted at Fair Value — — — — — Exercised — — — — — Canceled — — — — — Outstanding at December 31, 2019 211,186 $ 2.15 $ — 167,326 $ 2.31 (1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. |
Schedule of information about stock options | The following table summarizes information about stock options outstanding at December 31, 2019: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $1.52 - $13.30 211,186 7.48 $ 2.15 $ — 167,326 $ 2.31 $ — The following table summarizes information about options outstanding at December 31, 2018: Range of Exercise Prices Number of Weighted Weighted Aggregate Number Exercisable Weighted Aggregate $1.52- $13.30 211,186 8.48 $ 215 $ — 101,537 $ 2.83 $ — |
Schedule of non-vested stock options | Non-Vested Stock Options Options Weighted Non-Vested at December 31, 2018 109,649 $ 1.52 Granted — $ — Vested 65,789 $ — Forfeited — $ — Non-Vested at December 31, 2019 43,860 $ 1.52 |
Segment and Geographic Inform_2
Segment and Geographic Information and Revenue Disaggregation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of financial statements information | Note 14 – Segment and Geographic Information and Revenue Disaggregation The Company has one reportable segment: Hardband Services. Hardband Services provides various hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars. All Hardband Services revenue is generated in the United States, and all assets related to Hardband Services are located in the United States. Because the Company operates with only one reportable segment in one geographical area, there is no segment revenue or asset information to present. To provide users of the financial statements information depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, we have disaggregated revenue by customer, with customers representing more than five percent of total annual revenues comprising the first category, and those representing less than five percent of total annual revenues comprising the second category. Year Ended December 31, Category 2019 2018 >5% $ 1,310,206 $ 648,659 <5% 893,898 385,658 $ 2,204,104 $ 1,034,317 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net loss per common share - basic and diluted | Years Ended December 31, 2019 2018 Numerator: Net loss $ (3,530,835 ) $ (27,309,510 ) Denominator Basic weighted average common shares outstanding 28,037,713 21,290,933 Effect of dilutive securities - - Diluted weighted average common shares outstanding 28,037,713 21,290,933 Net loss per common share Basic and diluted $ (0.13 ) $ (1.28 ) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Welding equipment, Trucks, Machinery and equipment [Member] | |
Useful Life | 5 years |
Office equipment [Member] | Minimum [Member] | |
Useful Life | 5 years |
Office equipment [Member] | Maximum [Member] | |
Useful Life | 7 years |
Computer hardware and software [Member] | |
Useful Life | 7 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total common stock equivalents outstanding | 3,063,778 | 3,003,782 |
Unconverted Preferred A Shares [Member] | ||
Outstanding common stock shares and common stock equivalents | 68,966 | 68,966 |
Stock Options [Member] | ||
Outstanding common stock shares and common stock equivalents | 211,186 | 221,713 |
Common Stock Shares Outstanding [Member] | ||
Outstanding common stock shares and common stock equivalents | 28,037,713 | 28,037,713 |
Warrants [Member] | ||
Outstanding common stock shares and common stock equivalents | 2,783,626 | 2,713,103 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||
Useful life of contract-based intangible assets | 10 years | ||
Accumulated deficit | $ (97,701,381) | $ (94,170,546) | |
Working capital deficit | (3,007,305) | ||
Recognized revenue from contract | $ 2,204,104 | $ 1,034,317 | |
Weighted average shares, basic and diluted | 28,037,713 | 28,037,713 | |
Capital resources, description | The Company received loan proceeds of $785,000 from VPEG and advances of $185,150 from Ron Zamber, who is a Director and shareholder. As of the date of this report and for the foreseeable future, we expect to cover operating shortfalls with funding through the New VPEG Note while we enact our strategy to become a technology-focused oilfield services company and seek additional sources of capital. As of the date of this report the remaining amount available to the Company for additional borrowings on the New VPEG Note was approximately $377,324. | ||
Including goodwill | $ 145,149 | $ 145,149 | |
Two Customer [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Percentage of Company's gross accounts receivables | 35.00% | ||
Sublicense Agreement [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Useful life of contract-based intangible assets | 11 years | ||
Trademarks [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Useful life of contract-based intangible assets | 15 years | ||
Accounts Receivable [Member] | Three Customer [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Percentage of Company's gross accounts receivables | 66.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations, net of tax | $ 66,494 | $ 168,794 |
Discontinued operations [Member] | Aurora Energy Partners [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations before tax benefit | 66,494 | 168,794 |
Tax benefit | ||
Net income from discontinued operations | 66,494 | 168,794 |
Loss on disposal of discontinued operations, net of tax | ||
Income from discontinued operations, net of tax | $ 66,494 | $ 168,794 |
Discontinued Operations (Deta_2
Discontinued Operations (Details Textual) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Aug. 21, 2017 | |
Discontinued Operations (Textual) | |||
Common stock, issued (in shares) | 28,037,713 | 28,037,713 | |
Warrant exercise price (in dollars per share) | $ 1.52 | ||
Divestiture Agreement, description | The issuance of 4,382,896 shares of common stock to Navitus; (ii) the payment or satisfaction by the Company of all indebtedness or other liabilities of Aurora, which total approximately $1.2 million; (iii) the receipt of any authorizations, consents and approvals of all governmental authorities or agencies and of any third parties; (iv) the execution of a mutual release by the parties; and (v) the execution of customary officer certificates by the Company and Navitus regarding the representations, warrants and covenants contained in the Divestiture Agreement. Consequently, the Company issued 4,382,896 shares of common stock to Navitus on December 14, 2017. | ||
Navitus [Member] | |||
Discontinued Operations (Textual) | |||
Noncontrolling ownership percentage of subsidiary | 50.00% | ||
Warrant exercise price (in dollars per share) | $ 1.52 | ||
Navitus [Member] | Aurora Energy Partners [Member] | |||
Discontinued Operations (Textual) | |||
Noncontrolling ownership percentage of subsidiary | 50.00% | ||
Common stock, issued (in shares) | 4,382,872 |
Pro-Tech Acquisition (Details)
Pro-Tech Acquisition (Details) | Jul. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Net tangible assets acquired, at fair value | $ 1,068,905 |
Intangible assets acquired: | |
Customer relationships | 129,680 |
Trademark | 42,840 |
Goodwill | 145,148 |
Total purchase price | $ 1,386,573 |
Pro-Tech Acquisition (Details 1
Pro-Tech Acquisition (Details 1) | Jul. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 203,883 |
Accounts receivable | 264,078 |
Inventories | 54,364 |
Property and equipment | 678,361 |
Deferred tax liability | (87,470) |
Other assets and liabilities, net | (44,311) |
Net tangible assets acquired | $ 1,068,905 |
Pro-Tech Acquisition (Details 2
Pro-Tech Acquisition (Details 2) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Business Combinations [Abstract] | |
Pro forma revenue | $ 2,224,031 |
Pro forma net loss | $ (27,374,775) |
Pro forma net loss per share (basic and diluted) | $ / shares | $ (1.29) |
Pro-Tech Acquisition (Details T
Pro-Tech Acquisition (Details Textual) | 1 Months Ended |
Jul. 31, 2018USD ($)$ / sharesshares | |
Pro-Tech Acquisition (Textual) | |
Percentage of voting interest acquired | 100.00% |
Purchase consideration | $ 1,386,000 |
Cash at closing | 500,000 |
Escrow deposit | $ 150,000 |
Number of shares issued in consideration | shares | 11,000 |
Share price | $ / shares | $ 0.75 |
Zero-coupon note payable | $ 614,223 |
Cash | $ 264,078 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 721,983 | $ 721,983 |
Less -- accumulated depreciation | (242,077) | (106,316) |
Property, plant and equipment, net | 479,906 | 615,667 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 350,299 | 350,299 |
Welding equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 285,991 | 285,991 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 23,408 | 23,408 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 18,663 | 18,663 |
Furniture and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 12,767 | 12,767 |
Computer hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 8,663 | 8,663 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 22,191 | $ 22,191 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment (Textual) | ||
Depreciation expense | $ 135,761 | $ 63,183 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets and related accumulated amortization | ||
AVV sublicense | $ 11,330,000 | |
Trademark license | 6,030,000 | |
Non-compete agreements | 270,000 | |
Pro-Tech customer relationships | 129,680 | 129,680 |
Pro-Tech trademark | 42,840 | 42,840 |
Accumulated amortization & impairment | (24,441) | (14,774,659) |
Other intangible assets, net | $ 148,079 | $ 3,027,860 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of intangible assets | $ 260,547 | $ 611,355 |
Accumulated amortization | $ 847,462 | |
Accumulated amortization remaing value percentage | 100.00% | |
Total impairment loss | $ 2,616,705 | 14,165,833 |
AVV Sublicense [Member] | ||
Accumulated amortization | 2,214,167 | |
Total impairment loss | 9,115,833 | |
Trademark License [Member] | ||
Accumulated amortization | 1,182,500 | |
Total impairment loss | 4,847,500 | |
Non-Compete Agreements [Member] | ||
Accumulated amortization | $ 67,500 | |
Total impairment loss | $ 202,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 2,268,000 | $ 2,179,000 |
Depreciation and accretion | (102,000) | 2,920,000 |
Equity based expenses | 213,000 | 192,000 |
Other | (2,000) | |
Deferred taxes | 2,379,000 | 5,289,000 |
Valuation allowance | (2,379,000) | (5,289,000) |
Net deferred income tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal taxes at statutory rate | 21.00% | 21.00% |
Noncompulsary stock warrants | 0.00% | (8.50%) |
State tax & other permanent items | (0.30%) | 0.00% |
Rate reduction due to the TCJA | 0.00% | (0.10%) |
Intangible impairment | (17.00%) | 0.00% |
Change in valuation allowance | (4.20%) | (12.00%) |
Effective income tax rate | (0.50%) | 0.40% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
Provision tax benefit | $ (93,531) | |
Operating loss carryforwards | $ 8,163,281 | |
Limitation on operating loss carryforwards, period | 20 years | |
Operating loss carryforwards incurred | $ 425,000 | $ 1,118,000 |
Income taxes, description | Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. | |
Net operating loss | $ 10,796,000 | |
Expire date | Dec. 31, 2028 | |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Corporate income tax rate | 21.00% | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Corporate income tax rate | 34.00% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total notes payable | $ 2,707,295 | $ 2,501,476 |
Less unamortized discount and issuance costs | (25,018) | (81,823) |
Total notes payable, net | 2,682,277 | 2,419,653 |
Current portion of notes payable | 2,682,277 | 1,982,884 |
Long term notes payable, net | 436,770 | |
Rogers Note [Member] | ||
Total notes payable | 215,895 | 398,576 |
Kodak Note [Member] | ||
Total notes payable | 250,000 | 375,000 |
Matheson Note [Member] | ||
Total notes payable | 262,500 | 612,500 |
New VPEG Note [Member] | ||
Total notes payable | $ 1,978,900 | $ 1,115,400 |
Notes Payable (Details 1)
Notes Payable (Details 1) | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 2,682,277 |
2021 | |
Total | $ 2,682,277 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Oct. 01, 2019 | Apr. 01, 2019 | Oct. 17, 2018 | Jul. 31, 2018 | Feb. 28, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 15, 2015 |
Notes Payable (Textual) | ||||||||
Amortization of discount and issuance costs | $ 135,304 | $ 41,063 | ||||||
Warrant exercise price (in dollars per share) | $ 1.52 | |||||||
Notes payable | $ 2,682,277 | 2,419,653 | ||||||
Short term notes payable | 703,377 | 867,484 | ||||||
Long term notes payable | 436,770 | |||||||
Kodak Note [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Stated interest rate | 10.00% | |||||||
Principal amount | $ 375,000 | |||||||
Number of shares called by warrants (in shares) | 375,000 | |||||||
Warrant exercise price (in dollars per share) | $ 0.75 | |||||||
Amortized of interest expense | $ 37,000 | 13,916 | 23,193 | |||||
Matheson Note [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest expense | $ 42,888 | 17,870 | ||||||
Purchase agreement, description | In connection with the Purchase Agreement (see Note 4, Pro-Tech Acquisition, for further information), the Company is required to make a series of eight quarterly payments of $87,500 each beginning October 31, 2018 and ending July 31, 2020 to Stewart Matheson, the seller of Pro-Tech (the “Matheson Note”), all of which were paid as of July 31, 2020. The Company is treating this obligation as a 12% zero-coupon note, with amounts falling due in less than one year included in Short-term notes payables and the remainder included in Long-term notes payable on the Company’s consolidated balance sheets. The discount is being amortized into interest expense on a method consistent with the interest method. | |||||||
New VPEG Note [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Amortization of discount and issuance costs | $ 78,500 | |||||||
Interest expense | 78,500 | 101,400 | ||||||
Outstanding balance amount | $ 1,978,900 | 1,115,400 | ||||||
Louise H. Rogers [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Principal amount | $ 375,000 | |||||||
Collaboration agreement, settlement agreement, total settlement payments due | $ 258,125 | |||||||
Accrued interest, percentage | 5.00% | |||||||
Gain on other income | $ 11,198 | |||||||
Settlement agreement, description | In connection with the New Rogers Settlement Agreement, the Company agreed to pay Sharon E. Conway, the attorney for Louise H. Rogers, a total of $26,616 in three equal installment payments of $8,872, the first of which was paid in November 2018 and the last of which was paid in February 2019. | |||||||
Louise H. Rogers [Member] | Lucas Energy Inc [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Stated interest rate | 18.00% | |||||||
Notes payable | $ 250,000 | |||||||
Interest on the amount due | $ 129 | |||||||
Rogers Settlement Agreement [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest expense | $ 0 | $ 35,492 | ||||||
Other income per share | $ 0 | |||||||
Settlement agreement, description | The New Rogers Settlement Agreement is being repaid through 24 equal monthly installments of approximately $16,607 per month beginning January 2019 and ending December 2021. The Company also agreed to reimburse Louise H. Rogers for attorney fees in the amount of $7,686, to be paid on or before November 10, 2018, and to reimburse Louise H. Rogers for additional attorney fees incurred in connection with the New Rogers Settlement Agreement. | |||||||
Rogers Settlement Agreement [Member] | Louise H. Rogers [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Accrued interest | $ 398,576 | |||||||
Short term notes payable | 199,288 | |||||||
Long term notes payable | $ 199,288 | |||||||
Loan Agreement [Member] | Kodak Note [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Loan agreement, description | The Company elected to extend the maturity date of the Kodak Note from March 31, 2019 to June 30, 2019, and paid an extension fee of $9,375 in connection with this extension. On July 10, 2019, the Company entered into an Extension and Modification Agreement with Kodak (the “Kodak Extension”), under which the terms of the Kodak Note were amended as follows: (i) the maturity date was extended to September 30, 2019, (ii) the interest rate was increased to 15% beginning July 1, 2019, with a prepayment of interest in the amount of $14,063 for the period from July through September 2019 made upon execution of the Kodak Extension, and (iii) an extension fee of $14,063 was paid to Kodak upon execution of the Kodak Extension. | |||||||
Loan Agreement [Member] | Kodak and Pro-Tech [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Loan agreement, description | The Company, Kodak and Pro-Tech entered into a Second Extension and Modification Agreement, effective September 30, 2019, pursuant to which the maturity date of the Kodak Note was extended from September 30, 2019 to December 20, 2019, and the interest rate was increased from 15% to 17.5%. Upon the execution of the Second Extension and Modification Agreement, we paid to Kodak interest on the Loan for the fourth quarter of 2019 in the amount of $11,059, and an extension fee in the amount of $14,063. The Company agreed to: (i) pay a total of $12,500.00 to Kodak and its manager, which represents due diligence fees; (ii) pay to Kodak and its manager a total of $27,500, which represents $25,000 of loan monitoring fees and $2,500 of loan extension fees; (iii) on or before October 31, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after October 31, 2019; (iv) on or before November 29, 2019, pay to Kodak the sum of $125,000, as a payment of principal, and the Company will incur a late fees of $5,000 for every seven (7) days (or portion thereof) that the balance remains unpaid after November 29, 2019; and (v) on or before December 30, 2019, the Company will pay to Kodak any unpaid and/or outstanding balances owed on the Note. If the Note and any late fees, other fees, interest, or principal is not paid in full by December 30, 2019, the Company will pay to Kodak $25,000 as liquidated damages. As of January 10, 2020, VPEG, on behalf of the Company, has paid in full all amounts due in connection with the Kodak Note. The November 29, 2019 payment was not paid timely and therefore Victory incurred a $5,000 penalty. The December 30, 2019 payment was not paid timely and accordingly Victory incurred penalties of $45,000 and interest of $9,076. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 1 Months Ended | ||||
Jul. 31, 2018 | Jan. 24, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 21, 2017 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Conversion price | $ 0.04 | ||||
Series C Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 810,000 | ||||
Preferred stock, shares issued | 180,000 | ||||
Debt converted to shares (in shares) | 940,272 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 800,000 | ||||
Preferred stock, shares issued | 800,000 | ||||
Series D Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | ||
Preferred stock, shares issued | 8,333 | 8,333 | |||
Preferred stock, value | $ 19.01615 | ||||
Redeemed shares | 1,667 | ||||
Stewart Matheson [Member] | Pro-Tech Hardbanding Services Inc [Member] | |||||
Stock awards grants during period (in shares) | 11,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 |
Warrants for Stock (Details)
Warrants for Stock (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance, shares | 2,713,103 | 527,367 |
Granted | 100,000 | 2,255,267 |
Exercised | ||
Canceled | (29,477) | 69,531 |
Balance, shares | 2,783,626 | 2,713,103 |
Balance | $ 1.42 | $ 5.53 |
Granted | 0.80 | 0.75 |
Exercised | ||
Canceled | 11.28 | 10.90 |
Balance | $ 1.29 | $ 1.42 |
Warrants for Stock (Details 1)
Warrants for Stock (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Underlying Warrants | 2,783,626 | |
Number of Shares Underlying Warrants | 2,783,626 | |
Exercise Price Warrants One [Member] | Warrants [Member] | ||
Exercise prices range, lower limit | $ 4.94 | $ 4.94 |
Exercise prices range, upper limit | $ 13.30 | $ 13.30 |
Number of Shares Underlying Warrants | 117,869 | 147,346 |
Weighted Average Exercise Price | $ 8.33 | $ 8.92 |
Weighted Average Remaining Contractual Life | 8 months 16 days | 1 year 5 months 12 days |
Number of Shares Underlying Warrants | 117,869 | 147,346 |
Weighted Average Exercise Price | $ 8.33 | $ 8.92 |
Exercise Price Warrants Two [Member] | Warrants [Member] | ||
Exercise prices range, lower limit | 0.75 | 0.75 |
Exercise prices range, upper limit | $ 3.51 | $ 3.51 |
Number of Shares Underlying Warrants | 2,665,757 | 2,565,757 |
Weighted Average Exercise Price | $ 0.98 | $ 0.99 |
Weighted Average Remaining Contractual Life | 3 years 2 months 5 days | 4 years 2 months 8 days |
Number of Shares Underlying Warrants | 2,665,757 | 2,565,757 |
Weighted Average Exercise Price | $ 3.18 | $ 0.999 |
Warrants for Stock (Details 2)
Warrants for Stock (Details 2) - Warrants [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risk free interest rates | 1.62% | |
Expected life | 3 years | 5 years |
Estimated volatility | 1.00% | 1.00% |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free interest rates | 2.67% | |
Maximum [Member] | ||
Risk free interest rates | 2.83% |
Warrants for Stock (Details Tex
Warrants for Stock (Details Textual) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants for Stock (Textual) | ||
Warrant granted to purchase | 100,000 | 375,000 |
Common stock per share value | $ 0.80 | |
Aggregate intrinsic value | $ 0 | $ 0 |
VPEG [Member] | ||
Warrants for Stock (Textual) | ||
Warrant granted to purchase | 1,880,267 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Number of Options | |||
Ending balance, shares | 2,783,626 | ||
Number of Options Exercisable | |||
Ending balance, shares | 2,783,626 | ||
Stock option [Member] | |||
Number of Options | |||
Beginning balance, shares | 211,186 | 223,556 | |
Granted at Fair Value | |||
Exercised | |||
Canceled | (12,370) | ||
Ending balance, shares | 211,186 | 211,186 | |
Weighted Average Exercise Price | |||
Beginning balance | $ 2.15 | $ 2.62 | |
Granted at Fair Value | |||
Exercised | |||
Canceled | 10.71 | ||
Ending balance | $ 2.15 | $ 2.15 | |
Aggregate Intrinsic Value | |||
Beginning balance | [1] | $ 489,475 | |
Granted at Fair Value | [1] | ||
Exercised | [1] | ||
Canceled | [1] | ||
Ending balance | [1] | ||
Number of Options Exercisable | |||
Beginning balance, shares | 101,537 | 44,827 | |
Granted at Fair Value | |||
Exercised | |||
Canceled | |||
Ending balance, shares | 167,326 | 101,537 | |
Weighted Average Fair Value At Date of Grant | |||
Beginning balance | $ 2.83 | $ 13.49 | |
Granted at Fair Value | |||
Exercised | |||
Canceled | |||
Ending balance | $ 2.31 | $ 2.83 | |
[1] | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at the balance sheet date. If the exercise price exceeds the market value, there is no intrinsic value. |
Stock Options (Details 1)
Stock Options (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options, shares | 2,783,626 | ||
Number Exercisable | 2,783,626 | ||
Stock option [Member] | |||
Number of Options, shares | 211,186 | 211,186 | 223,556 |
Weighted Average Remaining Contractual Life (Years) | 7 years 5 months 23 days | 8 years 5 months 23 days | |
Weighted Average Exercise Price | $ 2.15 | $ 2.15 | $ 2.62 |
Aggregate Intrinsic Value | |||
Number Exercisable | 167,326 | 101,537 | 44,827 |
Weighted Average Exercise Price of Exercisable Options | $ 2.31 | $ 2.83 | |
Aggregate Intrinsic Value | |||
Stock option [Member] | Range of exercise price one [Member] | |||
Range of Exercise Prices, lower limit | $ 1.52 | $ 1.52 | |
Range of Exercise Prices, upper limit | $ 13.30 | $ 13.30 |
Stock Options (Details 2)
Stock Options (Details 2) - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Options | |
Non-vested beginning balance, shares | shares | 109,649 |
Granted | shares | |
Vested | shares | 65,789 |
Forfeited | shares | |
Non-vested ending balance, shares | shares | 43,860 |
Weighted Average Grant Date Fair Value | |
Non-vested beginning balance | $ / shares | $ 1.52 |
Granted | $ / shares | |
Vested | $ / shares | |
Forfeited | $ / shares | |
Non-vested ending balance | $ / shares | $ 1.52 |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Option [Member] | ||
Stock Options (Textual) | ||
Compensation expense related to stock options | $ 100,000 | $ 133,350 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies (Textual) | ||
Rent expense | $ 27,212 | $ 30,000 |
Commitments and contingencies, description | The Company’s office space in Austin, Texas is leased on a month-to-month basis, and the lease agreement for the Pro-Tech facility in Oklahoma County, Oklahoma is cancellable at any time by giving notice of 90 days. |
Related Party Transactions (Det
Related Party Transactions (Details) | Apr. 10, 2018USD ($)$ / sharesshares | Oct. 11, 2017USD ($) | Aug. 21, 2017USD ($)shares | Jul. 31, 2018USD ($) | Jan. 24, 2018shares | Aug. 21, 2017USD ($)shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Feb. 03, 2018 | Dec. 31, 2017USD ($)shares | Jan. 17, 2018$ / shares |
Related Party Transactions (Textual) | |||||||||||
Warrant exercise price | $ / shares | $ 1.52 | ||||||||||
Debt conversion price (in dollars per share) | $ / shares | $ 0.04 | ||||||||||
Share based compensation | $ 100,000 | $ 11,413,072 | |||||||||
Cash payments | $ 264,078 | 563,633 | |||||||||
Supplementary Agreement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Cash contribution for shares | $ 7,000,000 | ||||||||||
Shares issued in sale (in shares) | shares | 20,000,000 | ||||||||||
Stock price (in dollars per share) | $ / shares | $ 0.75 | ||||||||||
Warrant coverage, percent | 0.50 | ||||||||||
Minimum investment in Proposed Private Placement | $ 500,000 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 940,272 | ||||||||||
Redeemed shares | shares | 16,666 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Cash payments | 316,942 | ||||||||||
VPEG Note [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Note principal amount | $ 250,000 | ||||||||||
Maturity date | Nov. 30, 2017 | ||||||||||
VPEG Settlement Agreement [Member] | Series C Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Common stock, shares | shares | 940,272 | ||||||||||
Visionary Private Equity Group I, LP [Member] | VPEG Note [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Note principal amount | $ 621,500 | $ 550,000 | $ 550,000 | ||||||||
Warrant exercise price | $ / shares | $ 1.52 | ||||||||||
Original issue discount | 56,500 | 50,000 | 50,000 | ||||||||
Amount borrowed from related party | $ 565,000 | $ 500,000 | $ 500,000 | ||||||||
Maturity date | Sep. 1, 2017 | ||||||||||
Visionary Private Equity Group I, LP [Member] | VPEG Settlement Agreement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Note principal amount | 1,115,400 | ||||||||||
Term period of promissory note | 6 months | ||||||||||
Visionary Private Equity Group I, LP [Member] | VPEG Settlement Agreement [Member] | Series C Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Stated interest rate | 12.00% | 12.00% | |||||||||
Share price | shares | 110,000 | 110,000 | |||||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Amount borrowed from related party | $ 35,000 | $ 35,000 | |||||||||
Insider Settlement Agreement [Member] | Affiliated Entity [Member] | Series C Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 23,027 | 4,408 | |||||||||
Kevin DeLeon [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Consulting Fees | $ 76,500 | $ 105,030 | |||||||||
VPEG Private Placement [Member] | Securities Purchase Agreement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Term period of promissory note | 6 months | ||||||||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | Issue of Warrants [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Warrant exercise price | $ / shares | $ 0.75 | ||||||||||
Shares issued in sale (in shares) | shares | 1,880,267 | ||||||||||
Stock price (in dollars per share) | $ / shares | $ 0.75 | ||||||||||
Number of shares called by warrants (in shares) | shares | 1,880,267 | ||||||||||
Share based compensation | $ 11,281,602 | ||||||||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | Loan Agreement Amendment [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Amount borrowed from related party | 1,410,200 | ||||||||||
Visionary Private Equity Group I, LP [Member] | Investor [Member] | New Debt Agreement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||||||
Debt conversion price (in dollars per share) | $ / shares | $ 0.75 | ||||||||||
Original issue debt discount | 0.10 | ||||||||||
Armacor [Member] | Private Placement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Sale of stock, consideration receivable on transaction | $ 5,000,000 | ||||||||||
Cash contribution for shares | $ 255,000 | ||||||||||
Armacor [Member] | Series C Preferred Stock [Member] | Private Placement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Shares issued in sale (in shares) | shares | 800,000 | ||||||||||
Navitus Energy Group [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Amount borrowed from related party | 520,800 | $ 520,800 | |||||||||
Navitus Energy Group [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Series C Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 342,633 | ||||||||||
Sale of stock, consideration receivable on transaction | $ 65,591 | ||||||||||
Ron Zamber [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Series C Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 243,948 | 46,700 | |||||||||
Ron Zamber [Member] | Insider Settlement Agreement [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 9,869 | 1,889 | |||||||||
Greg Johnson [Member] | Corporate Joint Venture [Member] | Navitus Settlement Agreement [Member] | Series C Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 98,685 | 18,891 | |||||||||
McCall Law Firm [Member] | McCall Settlement Agreement [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Amount borrowed from related party | $ 380,323 | $ 380,323 | |||||||||
McCall Law Firm [Member] | McCall Settlement Agreement [Member] | Affiliated Entity [Member] | Series D Preferred Stock [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 20,000 | ||||||||||
Rim Rubin Hill [Member] | Insider Settlement Agreement [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Debt converted to shares in settlement (in shares) | shares | 13,158 | 2,519 |
Segment and Geographic Inform_3
Segment and Geographic Information and Revenue Disaggregation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total annual revenues | $ 2,204,104 | $ 1,034,317 |
More Than Five Percent [Member] | ||
Total annual revenues | 1,310,206 | 648,659 |
Less Than Five Percent [Member] | ||
Total annual revenues | $ 893,898 | $ 385,658 |
Segment and Geographic Inform_4
Segment and Geographic Information and Revenue Disaggregation (Details Textual) | 12 Months Ended |
Dec. 31, 2019instalment | |
Segment Reporting [Abstract] | |
Number of geographical area | 1 |
Number of reportable segment | 1 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Net loss | $ (3,530,835) | $ (27,309,510) |
Denominator | ||
Basic weighted average common shares outstanding | 28,037,713 | 21,290,933 |
Effect of dilutive securities | ||
Diluted weighted average common shares outstanding | 28,037,713 | 21,290,933 |
Net loss per common share | ||
Basic and diluted | $ (0.13) | $ (1.28) |
Net Loss Per Share (Details Tex
Net Loss Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net Loss Per Share (Textual) | ||
Potentially dilutive shares | 3,103,782 | 3,003,782 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit Plan (Textual) | ||
Contributions to the Molecular Templates | $ 15,402 | $ 7,915 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Nov. 29, 2019 | Dec. 31, 2019 | |
Subsequent Events (Textual) | ||
Extension and modification agreement, description | The Company incurred a $5,000 penalty. The December 30, 2019 payment was not paid timely and accordingly the Company incurred penalties of $45,000 and interest of $9,076. | |
January 1, 2020 through January 29, 2021 [Member] | ||
Subsequent Events (Textual) | ||
Additional loan proceeds | $ 1,143,776 | |
VPEG [Member] | February 8, 2021 [Member] | ||
Subsequent Events (Textual) | ||
Increase the loan amount | 3,500,000 | |
VPEG [Member] | October 30, 2020 [Member] | ||
Subsequent Events (Textual) | ||
Increase the loan amount | $ 3,000,000 |