Item
1. Consolidated Financial Statements
VICTORY
OILFIELD TECH, INC.
CONSOLIDATED
BALANCE SHEETS
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
37,661
|
|
|
$
|
192,337
|
|
Accounts receivable, net
|
|
|
210,240
|
|
|
|
149,972
|
|
Other receivables
|
|
|
-
|
|
|
|
48,560
|
|
Inventory
|
|
|
38,759
|
|
|
|
17,007
|
|
Prepaid and other current assets
|
|
|
119,804
|
|
|
|
27,884
|
|
Total current assets
|
|
|
406,464
|
|
|
|
435,760
|
|
Property, plant and equipment, net
|
|
|
288,442
|
|
|
|
356,127
|
|
Goodwill
|
|
|
145,149
|
|
|
|
145,149
|
|
Other intangible assets, net
|
|
|
117,888
|
|
|
|
130,827
|
|
Total Assets
|
|
$
|
957,943
|
|
|
$
|
1,067,863
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
476,996
|
|
|
$
|
536,955
|
|
Accrued and other short term liabilities
|
|
|
146,361
|
|
|
|
66,645
|
|
Short term advance from shareholder
|
|
|
185,150
|
|
|
|
185,150
|
|
Short term notes payable - affiliate, net
|
|
|
3,407,276
|
|
|
|
3,081,676
|
|
Total current liabilities
|
|
|
4,215,783
|
|
|
|
3,870,426
|
|
|
|
|
|
|
|
|
|
|
Long term notes payable, net
|
|
|
248,622
|
|
|
|
318,800
|
|
Total long-term liabilities
|
|
|
248,622
|
|
|
|
318,800
|
|
Total Liabilities
|
|
|
4,464,405
|
|
|
|
4,189,226
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
Preferred Series D stock, $0.001 par value, 20,000 shares authorized, 8,333 shares and 8,333 shares issued and outstanding at September 30, 2021 and December 31, 2020 respectively
|
|
|
8
|
|
|
|
8
|
|
Common stock, $0.001 par value, 300,000,000 shares authorized, 28,037,713 shares and 28,037,713 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
|
|
|
28,038
|
|
|
|
28,038
|
|
Receivable for stock subscription
|
|
|
(245,000
|
)
|
|
|
(245,000
|
)
|
Additional paid-in capital
|
|
|
95,750,830
|
|
|
|
95,750,830
|
|
Accumulated deficit
|
|
|
(99,040,338
|
)
|
|
|
(98,655,239
|
)
|
Total stockholders’ equity
|
|
|
(3,506,462
|
)
|
|
|
(3,121,363
|
)
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
957,943
|
|
|
$
|
1,067,863
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
VICTORY
OILFIELD TECH, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
|
|
For the
Three Months
Ended
September 30,
|
|
|
For the
Nine Months
Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Total revenue
|
|
$
|
257,225
|
|
|
$
|
130,564
|
|
|
$
|
619,492
|
|
|
$
|
718,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
144,139
|
|
|
|
100,311
|
|
|
|
356,250
|
|
|
|
443,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
113,086
|
|
|
|
30,253
|
|
|
|
263,242
|
|
|
|
274,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
311,490
|
|
|
|
259,496
|
|
|
|
763,011
|
|
|
|
834,091
|
|
Depreciation and amortization
|
|
|
5,126
|
|
|
|
5,126
|
|
|
|
15,379
|
|
|
|
14,483
|
|
Total operating expenses
|
|
|
316,616
|
|
|
|
264,622
|
|
|
|
778,390
|
|
|
|
848,574
|
|
Loss from operations
|
|
|
(203,530
|
)
|
|
|
(234,369
|
)
|
|
|
(515,148
|
)
|
|
|
(574,220
|
)
|
Other income/expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(18,838
|
)
|
|
|
(18,321
|
)
|
|
|
(42,464
|
)
|
|
|
(71,085
|
)
|
Other income
|
|
|
171,173
|
|
|
|
7,000
|
|
|
|
172,513
|
|
|
|
7,006
|
|
Total other income/expense
|
|
|
152,335
|
|
|
|
(11,321
|
)
|
|
|
130,049
|
|
|
|
(64,079
|
)
|
Loss applicable to common stockholders
|
|
$
|
(51,195
|
)
|
|
$
|
(245,690
|
)
|
|
$
|
(385,099
|
)
|
|
$
|
(638,299
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share applicable to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
Weighted average shares, basic and diluted
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
VICTORY
OILFIELD TECH, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For the
Nine Months
Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net loss
|
|
$
|
(385,099
|
)
|
|
$
|
(638,299
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
Amortization of original issue discount
|
|
|
29,600
|
|
|
|
-
|
|
Amortization
|
|
|
12,939
|
|
|
|
37,957
|
|
Depreciation
|
|
|
100,683
|
|
|
|
99,976
|
|
Paycheck Protection Program loan forgiveness
|
|
|
(171,173
|
)
|
|
|
-
|
|
Share-based compensation
|
|
|
-
|
|
|
|
66,666
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Other Receivables
|
|
|
48,560
|
|
|
|
13,872
|
|
Accounts receivable
|
|
|
(60,268
|
)
|
|
|
339,701
|
|
Inventory
|
|
|
(21,752
|
)
|
|
|
28,603
|
|
Prepaids and other current assets
|
|
|
(91,920
|
)
|
|
|
(33,373
|
)
|
Accounts payable
|
|
|
(59,959
|
)
|
|
|
(153,939
|
)
|
Accrued and other short-term liabilities
|
|
|
82,089
|
|
|
|
(60,293
|
)
|
Net cash used in operating activities
|
|
|
(516,300
|
)
|
|
|
(299,129
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Investment in fixed assets
|
|
|
(32,998
|
)
|
|
|
(9,758
|
)
|
Net cash used in investing activities
|
|
|
(32,998
|
)
|
|
|
(9,758
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Debt financing proceeds - affiliate
|
|
|
296,000
|
|
|
|
925,676
|
|
Principal payments on debt financing
|
|
|
-
|
|
|
|
(678,573
|
)
|
Long term note payable proceeds
|
|
|
98,622
|
|
|
|
318,800
|
|
Net cash provided by financing activities
|
|
|
394,622
|
|
|
|
565,903
|
|
Net change in cash and cash equivalents
|
|
|
(154,676
|
)
|
|
|
257,016
|
|
Beginning cash and cash equivalents
|
|
|
192,337
|
|
|
|
17,076
|
|
Ending cash and cash equivalents
|
|
$
|
37,661
|
|
|
$
|
274,092
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
2,364
|
|
|
$
|
8,317
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
VICTORY
OILFIELD TECH, INC.
STATEMENTS
OF STOCKHOLDERS’ EQUITY
(Unaudited)
|
|
Common Stock
$0.001 Par Value
|
|
|
Preferred D
$0.001 Par Value
|
|
|
Receivable for Stock
|
|
|
Additional Paid In
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Subscription
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
July 1, 2020 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,734,164
|
|
|
$
|
(98,093,990
|
)
|
|
$
|
(2,576,780
|
)
|
Share based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,666
|
|
|
|
-
|
|
|
|
16,666
|
|
Loss attributable to common stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(245,690
|
)
|
|
|
(245,690
|
)
|
September 30, 2020 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,750,830
|
|
|
$
|
(98,339,680
|
)
|
|
$
|
(2,805,804
|
)
|
|
|
Common Stock
$0.001 Par Value
|
|
|
Preferred D
$0.001 Par Value
|
|
|
Receivable for Stock
|
|
|
Additional Paid In
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Subscription
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
July 1, 2021 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,750,830
|
|
|
$
|
(98,989,143
|
)
|
|
$
|
(3,455,267
|
)
|
Loss attributable to common stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(51,195
|
)
|
|
|
(51,195
|
)
|
September 30, 2021 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,750,830
|
|
|
|
(99,040,338
|
)
|
|
$
|
(3,506,462
|
)
|
|
|
Common Stock
$0.001 Par Value
|
|
|
Preferred D
$0.001 Par Value
|
|
|
Receivable for Stock
|
|
|
Additional Paid In
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Subscription
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
January 1, 2020 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,684,164
|
|
|
$
|
(97,701,381
|
)
|
|
$
|
(2,234,171
|
)
|
Share based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
66,666
|
|
|
|
-
|
|
|
|
66,666
|
|
Loss attributable to common
stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(638,299
|
)
|
|
|
(638,299
|
)
|
September 30, 2020 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,750,830
|
|
|
$
|
(98,339,680
|
)
|
|
$
|
(2,805,804
|
)
|
|
|
Common Stock
$0.001 Par Value
|
|
|
Preferred D
$0.001 Par Value
|
|
|
Receivable for Stock
|
|
|
Additional Paid In
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Subscription
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
January 1, 2021 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,750,830
|
|
|
$
|
(98,655,239
|
)
|
|
$
|
(3,121,363
|
)
|
Loss attributable to common stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(385,099
|
)
|
|
|
(385,099
|
)
|
September 30, 2021 Balance
|
|
|
28,037,713
|
|
|
$
|
28,038
|
|
|
|
8,333
|
|
|
$
|
8
|
|
|
$
|
(245,000
|
)
|
|
$
|
95,750,830
|
|
|
$
|
(99,040,338
|
)
|
|
$
|
(3,506,462
|
)
|
The
accompanying notes are an integral part of these consolidated financial statement
VICTORY
OILFIELD TECH, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2021
(Unaudited)
1.
Organization and Basis of Presentation
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.
Basis
of Presentation
The
accompanying unaudited consolidated financial statements include the accounts of Victory and Pro-Tech, its wholly owned subsidiary, for
all periods presented. All significant intercompany transactions and accounts between Victory and Pro-Tech (together, the “Company”)
have been eliminated.
The
preparation of the Company’s financial statements is in conformity with U.S. generally accepted accounting principles (“GAAP”),
which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The
accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company
believes that the disclosures made are adequate to make the information not misleading.
In
the opinion of the Company’s management, the unaudited interim financial information contained herein includes all normal recurring
adjustments, necessary to present fairly the financial position of the Company as of September 30, 2021, and the results of its
operations and cash flows for the three and nine months ended September 30, 2021 and 2020.
The
results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected
for the full year or any future periods.
Going
Concern
Historically
the Company has experienced, and the Company continues to experience, net losses, net losses from operations, negative cash flow from
operating activities, and working capital deficits. 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 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 8, Related Party Transactions) as it seeks
to generate positive cash flow from operations.
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
the nine months ended September 30, 2021, the Company received loan proceeds of $296,000 from VPEG through the New VPEG Note. As of the
date of this report and for the foreseeable future the Company expects to cover operating shortfalls, if any, 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 November 12, 2021, the remaining amount available for the Company for additional borrowings on the New VPEG Note was approximately
$562,724. The Company is actively seeking additional capital from VPEG and potential sources of equity and/or debt financing.
2.
Summary of Significant Accounting Policies
Revenue
Recognition
The
Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers.
The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods
or services A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.
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 three and nine months ended September 30, 2021 and 2020, all of the Company’s revenue was recognized from contracts with oilfield
operators. See Note 9 “Segment and Geographic Information and Revenue Disaggregation” for further information.
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.
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. An
allowance of $13,056 and $13,056 has been recorded at September 30, 2021 and December 31, 2020, respectively. The Company suffered no
bad debt losses in the nine months ended September 30, 2021 and 2020, respectively. 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 September 30, 2021, two customers comprised 51% of the Company’s gross accounts receivables. For the three and nine months
ended September 30, 2021, four and three customers comprised 71% and 54% of the Company’s total revenue, respectively.
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 3, Property, Plant and Equipment, for further information.
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 September 30, 2021 and December 31, 2020, and the goodwill balances of $145,149 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. The Company’s
other intangible assets are comprised of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles.
Acquisition-related intangibles include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized
over their expected useful lives of 10 years beginning August 2018.
PPP
Loans
The
Company accounts for loans issued pursuant to the Paycheck Protection Program of the U.S. Small Business Administration as debt. The
Company will continue to record the Second PPP Note as debt until either (1) the Second PPP Note is partially or entirely forgiven and
the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the
Second PPP Note. See Note 5, Notes Payable, for further information.
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 7, Stockholders’ Equity,
for further information.
Income
Taxes
The
Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for
financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount
of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets,
if any, include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more
likely than not that some portion or all of the deferred tax assets will not be realized.
Earnings
per Share
Basic
earnings per share are computed using the weighted average number of common shares outstanding at September 30, 2021 and December 31,
2020, respectively. The weighted average number of common shares outstanding was 28,037,713 and 28,037,713, respectively, at September
30, 2021 and September 30, 2020. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as
options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive
common stock equivalents are considered anti-dilutive.
3.
Property, plant and equipment
Property,
plant and equipment, at cost, consisted of the following:
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2021
|
|
|
|
2020
|
|
Trucks
|
|
$
|
393,055
|
|
|
$
|
360,057
|
|
Welding equipment
|
|
|
285,991
|
|
|
|
285,991
|
|
Office equipment
|
|
|
23,408
|
|
|
|
23,408
|
|
Machinery and equipment
|
|
|
18,663
|
|
|
|
18,663
|
|
Furniture and equipment
|
|
|
12,767
|
|
|
|
12,767
|
|
Computer hardware
|
|
|
8,663
|
|
|
|
8,663
|
|
Computer software
|
|
|
22,192
|
|
|
|
22,191
|
|
Total property, plant and equipment, at cost
|
|
|
764,739
|
|
|
|
731,741
|
|
Less -- accumulated depreciation
|
|
|
(476,297
|
)
|
|
|
(375,614
|
)
|
Property, plant and equipment, net
|
|
$
|
288,442
|
|
|
$
|
356,127
|
|
Depreciation
expense for the three months ended September 30, 2021 and 2020 was $33,561 and $33,551, respectively.
Depreciation
expense for the nine months ended September 30, 2021 and 2020 was $100,683 and $99,976, respectively.
4.
Goodwill and Other Intangible Assets
The
Company recorded $4,313 and $4,313 of amortization of intangible assets for the three months ended September 30, 2021 and 2020, respectively.
The
Company recorded $12,938 and $12,939 of amortization of intangible assets for the nine months ended September 30, 2021 and 2020, respectively.
The
following table shows intangible assets other than goodwill and related accumulated amortization as of September 30, 2021 and December
31, 2020.
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
Pro-Tech customer relationships
|
|
$
|
129,680
|
|
|
$
|
129,680
|
|
Pro-Tech trademark
|
|
|
42,840
|
|
|
|
42,840
|
|
Accumulated amortization and impairment
|
|
|
(54,631
|
)
|
|
|
(41,693
|
)
|
Other intangible assets, net
|
|
$
|
117,888
|
|
|
$
|
130,827
|
|
5.
Notes Payable
Paycheck
Protection Program Loans
On
April 15, 2020, the Company received loan proceeds in the amount of $168,800 under the Paycheck Protection Program (the “PPP”).
The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and administered
by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5
times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “First PPP Loan”) is evidenced
by a promissory note (the “First PPP Note”) issued by the Company, dated April 14, 2020, in the principal amount of $168,800
with Arvest Bank.
As
of August 6, 2021, the Company received notice from Arvest Bank and the SBA that the full amount of the First PPP Loan had been forgiven.
The amount forgiven, including principal of $168,800 and accrued interest of $2,373, has been recorded as other income in the consolidated
statements of operations. The entire amount of recorded gain on forgiveness of the First PPP Loan will be excluded from income for tax
purposes.
The
foregoing description of the First PPP Note does not purport to be complete is qualified in its entirety by reference to the full text
of the First PPP Note, a copy of which is filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the periods ended June 30, 2020.
On
February 1, 2021, the Company received loan proceeds in the amount of $98,622 pursuant to a second draw loan under the PPP. The unsecured
loan (the “Second PPP Loan”) is evidenced by a promissory note (the “Second PPP Note”) issued by the Company,
dated January 28, 2021, in the principal amount of $98,622 with Arvest Bank.
Under
the terms of the Second PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral
of payments for the first 10 months. The term of the Second PPP Note is five years, though it may be payable sooner in connection with
an event of default under the Second PPP Note. To the extent the amount of the Second PPP Loan is not forgiven under the PPP, the Company
will be obligated to make equal monthly payments of principal and interest beginning after a ten-month deferral period provided in the
Second PPP Note and through January 28, 2026.
The
CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company may apply for
forgiveness for all or a part of the Second PPP Loan. The amount of the Second PPP Loan proceeds eligible for forgiveness is based on
a formula established by the SBA. Subject to the other requirements and limitations on the Second PPP Loan forgiveness, only that portion
of the Second PPP Loan proceeds spent on payroll and other eligible costs during the covered twenty-four -week period will qualify for
forgiveness. Although the Company has used the entire amount of the Second PPP Loan for qualifying expenses, no assurance is provided
that the Company will obtain forgiveness of the Second PPP Loan in whole or in part.
The
Second PPP Note may be prepaid in part or in full, at any time, without penalty. The Second PPP Note provides for certain customary events
of default, including the Company’s: (i) failure to make a payment when due; (ii) breach of the note terms; (iii) default on any
other loan with the Lender; (iv) filing of a bankruptcy petition by or against the Company; (v) reorganization merger, consolidation
or other change in ownership or business structure without the Lender’s prior written consent; (vi) adverse change in financial
condition or business operation that the Lender believes may affect the Company’s ability to pay the Second PPP Note; and (vii)
default on any loan or agreement with another creditor, if the Lender believes the default may materially affect the Company’s
ability to pay the Second PPP Note. Upon the occurrence of an event of default, the Lender has customary remedies and may, among other
things, require immediate payment of all amounts owed under the Second PPP Note, collect all amounts owing from the Company and file
suit and obtain judgment against the Company.
The
foregoing description of the Second PPP Note does not purport to be complete is qualified in its entirety by reference to the full text
of the Second PPP Note, a copy of which is filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the periods ended June 30,
2020.
Economic
Injury Disaster Loan
Additionally,
on June 15, 2020, the Company received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”)
program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated
June 11, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender.
Under
the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is
30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company is obligated
to make equal monthly payments of principal and interest beginning on July 11, 2021 through the maturity date of June 11, 2050. The EIDL
Note may be prepaid in part or in full, at any time, without penalty.
The
Company recorded interest expense of $7,453 related to the EIDL Note for the nine months ended September 30, 2021.
The
EIDL Note provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the
related Loan Authorization and Agreement, or other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer
of, or failure to preserve or account to SBA’s satisfaction for, any of the collateral or its proceeds; (iv) a failure of the Company
or anyone acting on its behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation
to SBA by the Company or anyone acting on their behalf; (vi) a default on any loan or agreement with another creditor, if SBA believes
the default may materially affect the Company’s ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii)
if the Company becomes the subject of a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed
for any part of the Company’s business or property; (x) the making of an assignment for the benefit of creditors; (xi) has any
adverse change in financial condition or business operation that SBA believes may materially affect the Company’s ability to pay
the EIDL Note; (xii) effects any reorganization, merger, consolidation, or other transaction changing ownership or business structure
without SBA’s prior written consent; or (xiii) becomes the subject of a civil or criminal action that SBA believes may materially
affect the Company’s ability to pay the EIDL Note. The foregoing description of the EIDL Note does not purport to be complete is
qualified in its entirety by reference to the full text of the EIDL Note, a copy of which is filed as Exhibit 10.6 to the Quarterly Report
on Form 10-Q for the periods ended June 30, 2020.
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”).
As
of January 10, 2020, VPEG, on behalf of the Company, paid in full all amounts due in connection with the Kodak Note.
The
Company recorded interest expense of $6,076 related to the Kodak Note for the three and nine months ended September 30, 2020 and no interest
expense for the three and nine months ended September 30, 2021.
Matheson
Note
In
connection with the purchase of Pro-Tech, the Company made 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”). The Company treated 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 was amortized into interest expense
on a method consistent with the interest method.
The
Company recorded interest expense of $3,574 related to the Matheson Note for the three months ended September 30, 2020, and $25,014 for
the nine months ended September 30, 2020.
New
VPEG Note
See
Note 8, Related Party Transactions, for a description of the New VPEG Note. The outstanding balance on the New VPEG Note was $3,407,276
and $3,081,676 at September 30, 2021 and December 31, 2020, respectively.
The
Company recorded interest expense of $7,500 and $14,000 related to the New VPEG Note for the three months ended September 30, 2021 and
2020, respectively, and $29,600 and $56,500 for the nine months ended September 30, 2021 and 2020, respectively.
6.
Stockholders’ Equity
Common
Stock
During
the three and nine months ended September 30, 2021 and 2020, the Company did not issue any shares of its common stock.
Stock
Options
During
the three and nine months ended September 30, 2021 and 2020, the Company did not grant any stock awards to directors, officers, or employees.
The
Company recognized share-based compensation expense from stock options of $16,666 for the three months ended September 30, 2020, and
$66,666 for the nine months ended September 30, 2020. All share-based compensation for unvested options, net of expected forfeitures,
was fully recognized during 2020.
Warrants
for Stock
During
the three and nine months ended September 30, 2021 and 2020, the Company did not grant any warrants to purchase shares of its common
stock.
7.
Commitments and Contingencies
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.
Rent
expense for the three months ended September 30, 2021 and 2020 was $312 and $261, respectively, and $3,885 and $4,209 for the nine months
ended September 30, 2021 and 2020, respectively. The Company’s office space is leased on a month-to-month basis, and as such there
are no future annual minimum payments as of September 30, 2021 and 2020, respectively.
8.
Related Party Transactions
Settlement
Agreement
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 was subsequently amended on October 11, 2017 and again on January 17, 2018. On April 10,
2018, the Company and Visionary Private Equity Group I, LP, a Missouri limited partnership (“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 (see below). 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 a proposed future private placement (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 loaned to the Company $2,000,000 under a secured convertible original issue discount promissory
note (the “New VPEG Note”). The loans made pursuant to the New VPEG Note reflect a 10% original issue discount, do not bear
interest in addition to the original issue discount, are secured by a security interest in all of the Company’s assets, and at
the option of VPEG are 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. On October 30, 2020, the Company
and VPEG amended the New Debt Agreement to increase the loan amount to up to $3,000,000. On January 31, 2021, the Company and VPEG amended
the New Debt Agreement to increase the loan amount to up to $3,500,000. On September 3, 2021, the Company and VPEG amended the New Debt
Agreement to increase the loan amount to up to $4,000,000. See Note 5, Notes Payable, for further information.
9.
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 supplementary 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.
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
Category
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
> 5%
|
|
$
|
200,948
|
|
|
$
|
122,641
|
|
|
$
|
372,488
|
|
|
$
|
604,886
|
|
< 5%
|
|
|
56,277
|
|
|
|
7,923
|
|
|
|
247,004
|
|
|
|
113,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
257,225
|
|
|
$
|
130,564
|
|
|
$
|
619,492
|
|
|
$
|
718,218
|
|
10.
Net Loss Per Share
Basic
loss per share is computed using the weighted average number of common shares outstanding at September 30, 2021 and 2020, respectively.
Diluted loss per share reflects the potential dilutive effects of common stock equivalents such as options, warrants and convertible
securities. Basic and diluted weighted average number of common shares outstanding was 28,037,713 and 28,037,713 for the three and
nine months ended September 30, 2021, and 2020, respectively.
The
following table sets forth the computation of net loss per common share – basic and diluted:
|
|
Three months ended
September 30,
|
|
|
Nine months ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(51,195
|
)
|
|
$
|
(245,690
|
)
|
|
$
|
(385,009
|
)
|
|
$
|
(638,299
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
Effect of dilutive securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Diluted weighted average common shares outstanding
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
|
|
28,037,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
11.
Subsequent Events
During
the period of October 1, 2021 through November 12, 2021 the Company received additional loan proceeds of $30,000 from VPEG pursuant to
the New VPEG Note. On October 22, 2021, the Company made a $3,655 payment on the EIDL Note. See Note 5, Notes Payable, for further
information.
In
January 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a “Public Health Emergency
of International Concern,” which continues to spread throughout the world and has adversely impacted global commercial activity
and contributed to significant declines and volatility in financial markets. The coronavirus outbreak and government responses are creating
disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact
on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation
precludes any prediction as to the ultimate material adverse impact of the coronavirus outbreak. Nevertheless, the outbreak presents
uncertainty and risk with respect to the Company, its performance, and its financial results. We remain alert to the potential impacts
of new variants, shutdowns or restrictions put in place on our future results of operations, financial condition and cash flows.
The
Company continues to actively monitor and manage supply chain challenges, including logistics, but, thus far, there have been no significant
disruptions caused by COVID-19. The Company is coordinating with its suppliers to identify and mitigate potential areas of risk and manage
inventories.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
The
following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended
to help the reader understand Victory Oilfield Tech, Inc. MD&A is presented in the following seven sections:
|
●
|
Cautionary
Information about Forward-Looking Statements
|
|
●
|
Liquidity
and Capital Resources
|
|
●
|
Critical
Accounting Policies and Estimates;
|
|
●
|
Recently
Adopted Accounting Standards; and
|
|
●
|
Recently
Issued Accounting Standards.
|
MD&A
is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and notes thereto included
elsewhere in this Quarterly Report on Form 10-Q and Items 7 and 8 of our Annual Report on Form 10-K for the year ended December 31, 2020.
In
MD&A, we use “we,” “our,” “us,” “Victory” and “the Company” to refer to Victory
Oilfield Tech. and its wholly-owned subsidiary, unless the context requires otherwise. Amounts and percentages in tables may not total
due to rounding. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties,
such as our plans, objectives, expectations and intentions. We caution readers that important facts and factors described in MD&A
and elsewhere in this document sometimes have affected, and in the future could affect our actual results, and could cause our actual
results during 2021 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of,
us.
As
reported in the Report of Independent Registered Public Accounting Firm on our December 31, 2020 consolidated financial statements, we
have suffered recurring losses from operations which raises substantial doubt about our ability to continue as a going concern.
On
July 31, 2018, we purchased 100% of the issued and outstanding common stock of Pro-Tech, a hardbanding service provider.
Cautionary
Information about Forward-Looking Statements
Many
statements made in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Quarterly
Report on Form 10-Q that are not statements of historical fact, including statements about our beliefs and expectations, are “forward-looking
statements” within the meaning of federal securities laws and should be evaluated as such. Forward-looking statements include information
concerning possible or assumed future results of operations, including descriptions of our business plan, strategies and capital structure.
In particular, the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,”
“estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,”
“will,” “forecast,” variations of such words, and other similar expressions identify forward-looking statements,
but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.
We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light
of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments
and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Quarterly Report
on Form 10-Q, you should understand that these statements are not guarantees of performance or results. The forward-looking statements
and projections are subject to and involve risks, uncertainties and assumptions, including, but not limited to, the risks and uncertainties
described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020 and you should
not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements
and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our
actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking
statements and projections. Factors that may materially affect such forward-looking statements and projections include:
|
●
|
continued
operating losses;
|
|
●
|
adverse
developments in economic conditions and, particularly, in conditions in the oil and gas industries;
|
|
●
|
volatility
in the capital, credit and commodities markets;
|
|
●
|
our
inability to successfully execute on our growth strategy;
|
|
●
|
the
competitive nature of our industry;
|
|
●
|
credit
risk exposure from our customers;
|
|
●
|
price
increases or business interruptions in our supply of raw materials;
|
|
●
|
failure
to develop and market new products and manage product life cycles;
|
|
●
|
business
disruptions, security threats and security breaches, including security risks to our information
technology systems;
|
|
●
|
terrorist
acts, conflicts, wars, natural disasters, pandemics and other health crises that may materially
adversely affect our business, financial condition and results of operations;
|
|
●
|
failure
to comply with anti-terrorism laws and regulations and applicable trade embargoes;
|
|
●
|
risks
associated with protecting data privacy;
|
|
●
|
significant
environmental liabilities and costs as a result of our current and past operations or products,
including operations or products related to our licensed coating materials;
|
|
●
|
transporting
certain materials that are inherently hazardous due to their toxic nature;
|
|
●
|
litigation
and other commitments and contingencies;
|
|
●
|
ability
to recruit and retain the experienced and skilled personnel we need to compete;
|
|
●
|
work
stoppages, labor disputes and other matters associated with our labor force;
|
|
●
|
delays
in obtaining permits by our future customers or acquisition targets for their operations;
|
|
●
|
our
ability to protect and enforce intellectual property rights;
|
|
●
|
intellectual
property infringement suits against us by third parties;
|
|
●
|
our
ability to realize the anticipated benefits of any acquisitions and divestitures;
|
|
●
|
risk
that the insurance we maintain may not fully cover all potential exposures;
|
|
●
|
risks
associated with changes in tax rates or regulations, including unexpected impacts of the
U.S. TCJA legislation, which may differ with further regulatory guidance and changes in our
current interpretations and assumptions;
|
|
●
|
our
substantial indebtedness;
|
|
●
|
the
results of pending litigation;
|
|
●
|
our
ability to obtain additional capital on commercially reasonable terms may be limited;
|
|
●
|
any
statements of belief and any statements of assumptions underlying any of the foregoing;
|
|
●
|
other
factors disclosed in this Quarterly Report on Form 10-Q and our other filings with the Securities
and Exchange Commission; and
|
|
●
|
other
factors beyond our control.
|
These
cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Quarterly Report on Form
10-Q. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed circumstances or any other reason. Potential investors should
not make an investment decision based solely on our projections, estimates or expectations.
Business
Overview
General
Victory
Oilfield Tech, Inc. (“Victory”, the “Company”, “we”), a Nevada corporation, is an Austin, Texas based
publicly held oilfield energy technology products company focused on improving well performance and extending the lifespan of the industry’s
most sophisticated and expensive equipment. America’s resurgence in oil and gas production is largely driven by new innovative
technologies and processes as most dramatically and recently demonstrated by fracking. We provide and apply wear-resistant alloys for
use in the global oilfield services industry which are mechanically stronger, harder and more corrosion resistant than typical alloys
found in the market today. This combination of characteristics creates opportunities for drillers to dramatically improve lateral drilling
lengths, well completion time and total well costs.
On
July 31, 2018, we entered into a stock purchase agreement to purchase 100% of the issued and outstanding common stock of 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 and servicing Oklahoma, Texas, Kansas, Arkansas, Louisiana, and New Mexico. We
believe 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. The stock purchase agreement was included as Exhibit 10.1
on the Form 8-K filed by us on August 2, 2018.
Our
wear-resistant alloys reduce drill-string torque, friction, wear and corrosion in a cost-effective manner, while protecting the integrity
of the base metal. We apply our coatings using advanced welding techniques and thermal spray methods. We also utilize common materials,
such as tungsten carbide to chromium carbide, to deliver the optimal solution to the customers. Some of our hardbanding processes protect
wear in tubulars using materials that achieve a low coefficient of friction to protect the drillstring and casing from abrasion.
Growth
Strategy
We
plan to continue our U.S. oilfield services company acquisition initiative, aimed at companies which are already recognized as high-quality
service providers to strategic customers in the major North American oil and gas basins. When completed, we expect that each of these
oilfield services company acquisitions will provide immediate revenue from their current regional customer base, while also providing
us with a foundation for channel distribution and product development of our existing products. We intend to grow each of these established
oilfield services companies by providing better access to capital, more disciplined sales and marketing development, integrated supply
chain logistics and infrastructure build out that emphasizes outstanding customer service and customer collaboration, future product
development and planning.
We
believe that a well-capitalized technology-enabled oilfield services business will provide the basis for more accessible financing to
grow the Company and execute our oilfield services company acquisitions strategy. We anticipate new innovative products will come to
market as we collaborate with drillers to solve their other down-hole needs.
Recent
Developments
Impact
of Coronavirus Pandemic
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. The virus has since spread to over 150
countries and every state in the United States. On March 11, 2020, the World Health Organization declared the outbreak a pandemic,
and on March 13, 2020, the United States declared a national emergency. Most states and cities have reacted by instituting quarantines,
restrictions on travel, “stay-at-home” rules and restrictions on the types of businesses that may continue to operate, as
well as guidance in response to the pandemic and the need to contain it.
Although
stay at home orders and lock downs on businesses in the areas where we operate have caused our staff to conduct business operations from
their homes, this change has not resulted in a significant impact to our ability to operate. The rapid spread of the pandemic and the
continuously evolving responses to combat it have had a negative impact on the global economy. The Company’s results of operations, financial
condition and cash flows were impacted during 2020 as a result of the pandemic and we continue to see impacts to our business given the
continued significant presence, and actual or potential spread, of the virus globally, as well as preventative measures enacted in certain
regions of the world. We are monitoring the progression of the pandemic and its ongoing and potential effect on our financial position,
results of operations, and cash flows, which effects could be materially adverse in a particular quarterly reporting period as well as
on an annual basis for 2021, and potentially longer. The extent of the impact of the coronavirus on our operational and financial performance
will depend on certain developments, including the duration and spread of the outbreak, impact on our operators, employees and vendors,
all of which are uncertain and cannot be predicted. The extent of the pandemic’s continued effect on our operational and financial
performance will depend on future developments, including the duration, spread and intensity of the outbreak, the pace at which jurisdictions
across the country re-open and restrictions begin to lift, the availability of government financial support to our business and our customers,
and whether a resurgence of the outbreak occurs. We remain alert to the potential impacts of new variants, shutdowns or restrictions
put in place on our future results of operations, financial condition and cash flows. Given these uncertainties, we cannot reasonably
estimate the related impact to our business, operating results and financial condition, but it could be material.
We
continue to actively monitor and manage supply chain challenges, including logistics, but, thus far, there have been no significant disruptions
caused by COVID-19. We are coordinating with our suppliers to identify and mitigate potential areas of risk and manage inventories.
Subsequent
Events
During
the period of October 1, 2021 through November 12, 2021, we received additional loan proceeds of $30,000 from VPEG pursuant to the New
VPEG Note (See Note 8, Related Party Transactions, to the consolidated financial statements for a definition and description of
the New VPEG Note).
On
October 22, 2021, the Company made a $3,655 payment on the EIDL Note. (See Note 5, Notes Payable, to the consolidated financial
statements for more information).
Factors
Affecting our Operating Results
The
following discussion sets forth certain components of our statements of operations as well as factors that impact those items.
Total
revenue
We
generate revenue from hardbanding solutions to oilfield operators for drill pipe, weight pipe, tubing and drill collars and grinding
services.
Our revenues
are generally impacted by the following factors:
|
●
|
our
ability to successfully develop and launch new solutions and services
|
|
●
|
changes
in buying habits of our customers
|
|
●
|
changes
in the level of competition faced by our products
|
|
●
|
domestic
drilling activity and spending by the oil and natural gas industry in the United States
|
Total
cost of revenue
The
costs associated with generating our revenue fluctuate as a result of changes in sales volumes, average selling prices, product mix,
and changes in the price of raw materials and consist primarily of the following:
|
●
|
hardbanding
production materials purchases
|
|
●
|
depreciation
expense for hardbanding equipment
|
Selling,
general and administrative expenses (“SG&A”)
Our
selling, general and administrative expense consists of all expenditures incurred in connection with the sales and marketing of our products,
as well as administrative overhead costs, including:
|
●
|
compensation
and benefit costs for management, sales personnel and administrative staff, which includes share-based compensation expense
|
|
●
|
rent
expense, communications expense, and maintenance and repair costs
|
|
●
|
legal
fees, accounting fees, consulting fees and insurance expenses.
|
These expenses
are not expected to materially increase or decrease directly with changes in total revenue.
Depreciation
and amortization
Depreciation
and amortization expenses consist of amortization of intangible assets, depreciation of property, plant and equipment, net of depreciation
of hardbanding equipment which is reported in Total cost of revenue
Interest
expense
Interest
expense, net consists primary of interest expense and loan fees on borrowings as well as amortization of debt issuance costs and debt
discounts associated with our indebtedness.
Other
(income) expense, net
Other
(income) expense, net represents costs incurred, net of income, from various non-operating items including costs incurred in conjunction
with our debt refinancing and extinguishment transactions, interest income, gain or loss on disposal of fixed assets, as well as non-operational
gains and losses unrelated to our core business.
Income
tax benefit (provision)
We
are subject to income tax in the various jurisdictions in which we operate. While the extent of our future tax liability is uncertain,
our operating results, the availability of any net operating loss carryforwards, any future business combinations, and changes to tax
laws and regulations are key factors that will determine our future book and taxable income.
Results
of Operations
The
following discussion should be read in conjunction with the information contained in the accompanying unaudited financial statements
and related notes included elsewhere in this Quarterly Report on Form 10-Q. Our historical results of operations summarized and analyzed
below may not necessarily reflect what will occur in the future
Three
Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020
|
|
For the Three Months Ended September 30,
|
|
|
|
|
|
Percentage
|
|
($ in thousands)
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
Change
|
|
Total revenue
|
|
$
|
257.2
|
|
|
$
|
130.6
|
|
|
$
|
126.7
|
|
|
|
97
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
144.1
|
|
|
|
100.3
|
|
|
|
43.8
|
|
|
|
44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
113.1
|
|
|
|
30.3
|
|
|
|
82.8
|
|
|
|
274
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
311.5
|
|
|
|
259.5
|
|
|
|
52.0
|
|
|
|
20
|
%
|
Depreciation and amortization
|
|
|
5.1
|
|
|
|
5.1
|
|
|
|
-
|
|
|
|
0
|
%
|
Total operating expenses
|
|
|
316.6
|
|
|
|
264.6
|
|
|
|
52.0
|
|
|
|
10
|
%
|
Loss from operations
|
|
|
(203.5
|
)
|
|
|
(234.4
|
)
|
|
|
30.8
|
|
|
|
-13
|
%
|
Other income/expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(18.8
|
)
|
|
|
(18.3
|
)
|
|
|
(0.5
|
)
|
|
|
3
|
%
|
Other income
|
|
|
171.1
|
|
|
|
7.0
|
|
|
|
164.2
|
|
|
|
2345
|
%
|
Total other income/expense
|
|
|
152.3
|
|
|
|
(11.3
|
)
|
|
|
163.7
|
|
|
|
-1446
|
%
|
Loss applicable to common stockholders
|
|
$
|
(51.2
|
)
|
|
$
|
(245.7
|
)
|
|
$
|
194.5
|
|
|
|
-79
|
%
|
Total
Revenue
Total
revenue increased by $126,661, or 97%, in the three months ended September 30, 2021 due to an increase in the number of drilling rigs
driving hardbanding revenue generated by Pro-Tech, as compared to the three months ended September 30, 2020.
Total
Cost of Revenue
Total
cost of revenue increased by $43,828 or 44% in the three months ended September 30, 2021 due primarily to increases in materials, direct
labor, other direct costs resulting from increases in Pro-Tech’s revenue generating activities, as compared to the three month
months ended September 30, 2020.
Selling,
general and administrative
Selling,
general and administrative expenses increased by $51,994, or 20%, in the three months ended September 30, 2021 as compared to the three
months ended September 30, 2020, due primarily to an increase in sales and marketing staff, as offset by a reduction in accounting fees
and stock-based compensation.
Depreciation
and amortization
Depreciation
and amortization remained flat in the three months ended September 30, 2021 as compared to the same period in 2020.
Loss
from Operations
We
reported a loss from operations for the three months ended September 30, 2021 of $(203,530), which was an decrease of 13% compared to
the operating loss of $(234,369) for the three months ended September 30, 2020.
Interest
expense
Interest
expense increased by $517, or 3%, in the three months ended September 30, 2021 as compared to the 2020 period. The overall increase resulted
from increases related to the EIDL Note and the Second PPP Note as offset by decreases from the restructuring of our notes payable to
VPEG and repayment of the Kodak Note and the Matheson Note. See Note 5, Notes Payable, to the consolidated financial statements
for more information.
Other
Income/expense
We
reported other income of $171,173 in 2021, all of which resulted from a gain on forgiveness of debt and interest recognized in connection
with the forgiveness of the First PPP Loan. See Note 5, Notes Payable, to the consolidated financial statements for more information.
This compares to $7,000 of other income reported in the 2020 period resulting from a grant under the EIDL loan program.
Loss
Applicable to Common Stockholders
As
a result of the foregoing, loss applicable to common stockholders for the three months ended September 30, 2021 was $(51,195), or $(0.00)
per share, compared to a loss applicable to common stockholders of $(245,690), or $(0.01) per share, for the three months ended September
30, 2020 on weighted average shares of 28,037,713 and 28,037,713, respectively. Excluding the other income recorded from the gain on
PPP loan forgiveness of $171,173, loss applicable to common stockholders was $(222,368), or $(0.01) per share, a decrease of 9% as compared
to the 2020 period.
Nine
Months Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020
|
|
For the Nine Months
Ended September 30,
|
|
|
|
|
|
Percentage
|
|
($ in thousands)
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
Change
|
|
Total revenue
|
|
$
|
619.5
|
|
|
$
|
718.2
|
|
|
$
|
(98.7
|
)
|
|
|
-14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
356.3
|
|
|
|
443.9
|
|
|
|
(87.6
|
)
|
|
|
-20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
263.2
|
|
|
|
274.4
|
|
|
|
(11.1
|
)
|
|
|
-4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
763.0
|
|
|
|
834.1
|
|
|
|
(71.1
|
)
|
|
|
-9
|
%
|
Depreciation and amortization
|
|
|
15.4
|
|
|
|
14.5
|
|
|
|
0.9
|
|
|
|
6
|
%
|
Total operating expenses
|
|
|
778.4
|
|
|
|
848.6
|
|
|
|
(70.2
|
)
|
|
|
-8
|
%
|
Loss from operations
|
|
|
(515.1
|
)
|
|
|
(574.2
|
)
|
|
|
59.1
|
|
|
|
-10
|
%
|
Other income/expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(42.5
|
)
|
|
|
(71.1
|
)
|
|
|
28.6
|
|
|
|
-40
|
%
|
Other income
|
|
|
172.5
|
|
|
|
7.0
|
|
|
|
165.5
|
|
|
|
2362
|
%
|
Total other expense
|
|
|
130.0
|
|
|
|
(64.1
|
)
|
|
|
194.1
|
|
|
|
-303
|
%
|
Loss applicable to common stockholders
|
|
$
|
(385.1
|
)
|
|
$
|
(638.3
|
)
|
|
$
|
253.2
|
|
|
|
-40
|
%
|
Total
Revenue
Total
revenue decreased by $98,726, or 14%, in the nine months ended September 30, 2021 due to a decrease in hardbanding revenue generated
by Pro-Tech as a result of less drilling in the first half of 2021 due to the effects of the pandemic. The overall decrease was partially
offset by an increase in revenue during the third quarter of 2021 that resulted from an increase in the number of drilling rigs driving
hardbanding revenue generated by Pro-Tech as compared to the third quarter of 2020.
Total
Cost of Revenue
Total
cost of revenue decreased by $87,614, or 20% in the nine months ended September 30, 2021 due primarily to decreases in materials, direct
labor, other direct costs resulting from decreases in Pro-Tech’s revenue generating activities as compared to the nine months ended
September 30, 2020.
Selling,
general and administrative
Selling,
general and administrative expenses decreased $71,080, or 9%, due to a reduction in accounting fees, stock-based compensation, and a
reduction in penalties for late payment on the Kodak note.
Depreciation
and amortization
Depreciation
and amortization increased $896, or 6% due to fixed asset additions in the 2021 period.
Loss
from Operations
We
reported a loss from operations for the nine months ended September 30, 2021 of $(515,148) compared to an operating loss of $(574,220)
for the nine months ended September 30, 2020, a decrease of 10%.
Interest
expense
Interest
expense decreased $28,621, or 40%, in the nine months ended September 30, 2021 period as compared to the same period in 2020 primarily
due to the restructuring of our notes payable to VPEG and repayment of the Kodak Note and the Matheson Note which were partially offset
by increases related to the EIDL Note and the Second PPP Note. See Note 5, Notes Payable, to the consolidated financial statements
for more information.
Other
Income/expense
We
reported other income of $172,513 in 2021, $171,173 of which resulted from a gain on forgiveness of debt recognized in connection with
the forgiveness of principal and accrued interest on the First PPP Loan. See Note 5, Notes Payable, to the consolidated financial
statements for more information. This compares to $7,006 of other income reported in the 2020 period which primarily resulted from a
$7,000 grant under the EIDL program.
Loss
Applicable to Common Stockholders
As
a result of the foregoing, loss applicable to common stockholders for the nine months ended September 30, 2021 was $(385,099), or $(0.01)
per share, compared to a loss applicable to common stockholders of $(638,299), or $(0.02) per share, for the nine months ended September
30, 2020 on weighted average shares of 28,037,713 and 28,037,713, respectively. Excluding the other income recorded from the gain on
PPP loan forgiveness of $171,173, loss applicable to common stockholders was $(556,272), or $(0.02) per share, a decrease of 13% as compared
to the 2020 period.
Liquidity
and Capital Resources
Going
Concern
Historically
we have experienced, and we continue to experience, net losses, net losses from operations, negative cash flow from operating activities,
and working capital deficits. These conditions raise substantial doubt about our 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 we are unable to continue as a going concern.
Management
anticipates that operating losses will continue in the near term as we continue efforts to leverage our intellectual property through
the platform provided by the acquisition of Pro-Tech and, potentially, other acquisitions. In the near term, we are relying on financing
obtained from VPEG through the New VPEG Note to fund operations as we seek to generate positive cash flow from operations. See Note 5
“Notes Payable,” and Note 8 “Related Party Transactions,” to the accompanying consolidated financial
statements for additional information regarding the New VPEG Note. 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 capital formation activities as well as the 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.
Capital
Resources
During
the nine months ended September 30, 2021, we obtained $296,000 from VPEG through the New VPEG Note. On September 3, 2021, we and VPEG
entered into an amendment to the New Debt Agreement (the “Third Amendment”), pursuant to which the parties agreed to increase
the loan amount to up to $4,000,000 to cover future working capital needs.
As
of November 12, 2021 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 November
12, 2021 the remaining amount available to us for additional borrowings on the New VPEG Note was approximately $562,724.
Paycheck
Protection Program Loans
On
April 15, 2020, we received loan proceeds in the amount of $168,800 under the Paycheck Protection Program (the “PPP”). The
PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and administered
by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5
times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “First PPP Loan”) is evidenced
by a promissory note (the “First PPP Note”) issued by us, dated April 14, 2020, in the principal amount of $168,800 with
Arvest Bank. As of August 6, 2021, we received notice from Arvest Bank and the SBA that the full amount of the First PPP Loan had been
forgiven. The amount forgiven, including principal of $168,800 and accrued interest of $2,373, has been recorded as other income in the
accompanying consolidated financial statements. The entire amount of recorded gain on forgiveness of the First PPP Loan will be excluded
from income for tax purposes.
The
foregoing description of the First PPP Note does not purport to be complete is qualified in its entirety by reference to the full text
of the First PPP Note, a copy of which is filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the periods ended June 30, 2020.
On
February 1, 2021, we received loan proceeds in the amount of $98,622 pursuant to a second draw loan under the PPP. The unsecured loan
(the “Second PPP Loan”) is evidenced by a promissory note (the “Second PPP Note”) issued by us, dated January
28, 2021, in the principal amount of $98,622 with Arvest Bank.
Under
the terms of the Second PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral
of payments for the first 10 months. The term of the Second PPP Note is five years, though it may be payable sooner in connection with
an event of default under the Second PPP Note. To the extent the amount of the Second PPP Loan is not forgiven under the PPP, we will
be obligated to make equal monthly payments of principal and interest beginning after a 10-month deferral period provided in the Second
PPP Note and through January 28, 2026.
The CARES Act and the PPP provide a mechanism for
forgiveness of up to the full amount borrowed. Under the PPP, we may apply for forgiveness for all or a part of the Second PPP Loan. The
amount of Second PPP Loan proceeds eligible for forgiveness is based on a formula established by the SBA. Subject to the other requirements
and limitations on forgiveness, only that portion of the Second PPP Loan proceeds spent on payroll and other eligible costs during the
covered twenty-four-week period will qualify for forgiveness. Although we have used the entire amount of the PPP Loans for qualifying
expenses, no assurance is provided that we will obtain forgiveness of the Second PPP Loan in whole or in part.
The
Second PPP Note may be prepaid in part or in full, at any time, without penalty. The Second PPP Note provides for certain customary events
of default, including our: (i) failure to make a payment when due; (ii) breach of the note terms; (iii) default on any other loan with
the Lender; (iv) filing of a bankruptcy petition by or against us; (v) reorganization merger, consolidation or other change in ownership
or business structure without the Lender’s prior written consent; (vi) adverse change in financial condition or business operation
that the Lender believes may affect our ability to pay the Second PPP Note; and (vii) default on any loan or agreement with another creditor,
if the Lender believes the default may materially affect our ability to pay the Second PPP Note. Upon the occurrence of an event of default,
the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the Second PPP Note,
collect all amounts owing from us and file suit and obtain judgment against us.
The
foregoing description of the Second PPP Note does not purport to be complete and is qualified in its entirety by reference to the full
text of the Second PPP Note, a copy of which is filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the periods ended June
30, 2020.
Economic
Injury Disaster Loan
Additionally,
on June 15, 2020, we received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program
administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated June
11, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender.
Under
the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is
30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, we will be obligated to
make equal monthly payments of principal and interest beginning on July 11, 2021 through the maturity date of June 11, 2050. The EIDL
Note may be prepaid in part or in full, at any time, without penalty.
We
recorded interest expense of $7,453 related to the EIDL Note for the nine months ended September 30, 2021.
The
EIDL Note provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the
related Loan Authorization and Agreement, or other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer
of, or failure to preserve or account to SBA’s satisfaction for, any of the collateral or its proceeds; (iv) a failure of us or
anyone acting on its behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to
SBA by us or anyone acting on our behalf; (vi) a default on any loan or agreement with another creditor, if SBA believes the default
may materially affect our ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if we become the subject of
a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed for any part of our business or property;
(x) the making of an assignment for the benefit of creditors; (xi) has any adverse change in financial condition or business operation
that SBA believes may materially affect our ability to pay the EIDL Note; (xii) effects any reorganization, merger, consolidation, or
other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject of
a civil or criminal action that SBA believes may materially affect our ability to pay the EIDL Note. The foregoing description of the
EIDL Note does not purport to be complete is qualified in its entirety by reference to the full text of the EIDL Note, a copy of which
is filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the periods ended June 30, 2020.
Cash
Flow
The
following table provides detailed information about our net cash flow for the nine months ended September 30, 2021 and 2020:
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Net cash used in operating activities
|
|
$
|
(516,300
|
)
|
|
$
|
(299,129
|
)
|
Net cash used in investing activities
|
|
|
(32,998
|
)
|
|
|
(9,758
|
)
|
Net cash provided by financing activities
|
|
|
394,622
|
|
|
|
565,903
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(154,676
|
)
|
|
|
257,016
|
|
Cash and cash equivalents at beginning of period
|
|
|
192,337
|
|
|
|
17,076
|
|
Cash and cash equivalents at end of period
|
|
$
|
37,661
|
|
|
$
|
274,092
|
|
Net
cash used in operating activities for the nine months ended September 30, 2021 was $516,300. Net loss adjusted for non-cash items (depreciation,
amortization, and Paycheck Protection Program loan forgiveness) used cash of $413,050. Changes in operating assets and liabilities used
cash of $103,250. The most significant uses of cash were increases in accounts receivable due to timing of collections, inventory due
to purchases, and prepaids and other current assets, as well as a decrease in accounts payable. These changes were partially offset by
cash provided by a decrease in other receivables due to a refund of a receivable for tax overpayment and an increase in accrued and other
short-term liabilities.
This
compares to cash used in operating activities for the nine months ended September 30, 2020 of $299,129. Net loss adjusted for non-cash
items (depreciation, amortization, and share based compensation expense) used cash of $433,700. Changes in operating assets and liabilities
provided cash of $134,571. The most significant drivers were decreases in accounts receivable (due to timing of collections) which were
partially offset by decreases in accounts payable, prepaids and other current assets, and accrued and other short-term liabilities.
Net
cash used in investing activities for the nine months ended September 30, 2021 was $32,998 due to fixed asset purchases. This compares
to $9,758 used by investing activities for the nine months ended September 30, 2020 due to fixed asset purchases.
Net
cash provided by financing activities for the nine months ended September 30, 2021 was $394,622 compared to $565,903 in net cash provided
by financing activities during the nine months ended September 30, 2020. In each of 2021 and 2020 periods, net cash provided by financing
activities was primarily due to debt financing proceeds from affiliates, net of repayments, in addition to debt financing proceeds from
two PPP loans and the EIDL Note.
We
believe it will be necessary to obtain additional liquidity resources to support our operations. We are addressing our liquidity needs
by developing additional backup capital sources.
Critical
Accounting Policies and Estimates
The
preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires our management
to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of
commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our
financial statements. These accounting policies are important for an understanding of our financial condition and results of operation.
Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations
and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive
because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ
significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant
estimates and judgments used in the preparation of our financial statements:
Revenue
Recognition
We
recognize revenue as it satisfies contractual performance obligations by transferring promised goods or services to the customers. The
amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services.
A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.
We
have one revenue stream, which relates to the provision of hardbanding services by its subsidiary Pro-Tech. All performance obligations
of our 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. We have reviewed our 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. We have reviewed all such transactions and recorded revenue accordingly.
For the nine
months ended September 30, 2021 and 2020, all of our revenue was recognized from contracts with oilfield operators, and we did not recognize
impairment losses on any receivables or contract assets.
Because our
contracts have an expected duration of one year or less, we have elected the practical expedient in ASC 606-10-50-14(a) to not disclose
information about its remaining performance obligations.
Concentration
of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts
Financial
instruments that potentially subject us 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, we record 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. An allowance of $13,056 and $13,056
has been recorded at September 30, 2021 and December 31, 2020, respectively. We suffered no bad debt losses in the nine months ended
September 30, 2021 and 2020, respectively. 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 September 30, 2021, two customers comprised 51% of our gross accounts receivables. For the three and nine months ended September
30, 2021, three and four customers comprised 54% and 72% of our total revenue, respectively.
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 statement 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
|
|
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. We review our 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 September 30, 2021 and December 31, 2020, and the goodwill balances of $145,149 at the end of each
period 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.
Our
Goodwill balance consists of the amount recognized in connection with the acquisition of Pro-Tech. Our other intangible assets are comprised
of contract-based and marketing-related intangible assets, as well as acquisition-related intangibles. Acquisition-related intangibles
include the value of Pro-Tech’s trademark and customer relationships, both of which are being amortized over their expected useful
lives of 10 years beginning August 2018.
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 our 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
From
time to time we 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 we calculate 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 6, Stockholder’s Equity, for further
information.
Income
Taxes
We
account for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for financial
accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets
and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets, if any,
include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely
than not that some portion or all of the deferred tax assets will not be realized.
Earnings
per Share
Basic
earnings per share are computed using the weighted average number of common shares outstanding at September 30, 2021 and 2020, respectively.
The weighted average number of common shares outstanding was 28,037,713 and 28,037,713, respectively, at September 30, 2021 and September
30, 2020. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and
convertible securities. Given the historical and projected future losses, all potentially dilutive common stock equivalents are considered
anti-dilutive.
Recently
Adopted Accounting Standards
Effective
January 1, 2021, we adopted ASU 2019-12, “Simplifying the Accounting for Income Taxes” which simplifies the accounting for
income taxes by removing certain exceptions to the general principles in Topic 740. The adoption of ASU 2019-12 did not have a material
impact on our financial statements.
Recently
Issued Accounting Standards
In
March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform
(Topic 848) (ASU 2020-04), in response to the risk of cessation of the London Interbank Offered Rate (LIBOR). This amendment provides
optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging arrangements, and other
transactions that reference LIBOR. ASU 2020-04 will be in effect through December 31, 2022. We are currently evaluating ASU 2020-04 and
the impact it may have on our operating results, financial position and disclosures.