Document and Entity Information
Document and Entity Information | 3 Months Ended |
Apr. 03, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | SUPERCONDUCTOR TECHNOLOGIES INC |
Entity Central Index Key | 0000895665 |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | |||
Cash and cash equivalents | $ 1,291,000 | $ 1,276,000 | $ 713,000 |
Accounts receivable, net | 344,000 | ||
Inventory, net | 68,000 | 68,000 | 263,000 |
Prepaid expenses and other current assets | 19,000 | 76,000 | 76,000 |
Total Current Assets | 1,378,000 | 1,420,000 | 1,396,000 |
Preferred interest in real estate | 1,600,000 | 1,600,000 | |
Property and equipment, net | 233,000 | ||
Patents, licenses, net | 641,000 | ||
Operating lease assets | 152,000 | ||
Other assets | 60,000 | ||
Total Assets | 2,978,000 | 3,020,000 | 2,482,000 |
Current Liabilities: | |||
Accounts payable | 224,000 | 180,000 | 527,000 |
Accrued expenses | 30,000 | 135,000 | 292,000 |
Current lease liabilities | 148,000 | ||
Total Current Liabilities | 254,000 | 315,000 | 967,000 |
Long term debt | 468,000 | ||
Long term lease liabilities | 4,000 | ||
Other long term liabilities | 8,000 | ||
Total Liabilities | 722,000 | 315,000 | 979,000 |
Commitments and contingencies | |||
Stockholders' Equity: | |||
Preferred stock, $.001 par value, 2,000,000 shares authorized, 328,925 and 328,925 issued and outstanding, respectively | |||
Common stock, $.001 par value, 25,000,000 shares authorized, 3,151,780, 3,151,780 and 1,773,189 shares issued and outstanding, respectively | 3,000 | 3,000 | 2,000 |
Capital in excess of par value | 334,752,000 | 334,632,000 | 330,474,000 |
Accumulated deficit | (332,499,000) | (331,930,000) | (328,973,000) |
Total Stockholders' Equity | 2,256,000 | 2,705,000 | 1,503,000 |
Total Liabilities and Stockholders' Equity | $ 2,978,000 | $ 3,020,000 | $ 2,482,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 03, 2021 | Dec. 31, 2020 | Sep. 10, 2020 | Sep. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 30, 2018 |
Statement of Financial Position [Abstract] | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Preferred stock, shares issued | 328,925 | 328,925 | 328,925 | ||||
Preferred stock, shares outstanding | 328,925 | 328,925 | 328,925 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 250,000,000 | 25,000,000 | ||
Common stock, shares issued | 3,151,780 | 3,151,780 | 1,773,189 | 1,390,000 | |||
Common stock, shares outstanding | 3,151,780 | 3,151,780 | 1,773,189 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 184,000 | $ 184,000 | $ 545,000 | $ 1,556,000 | |
Costs and expenses: | |||||
Research and development | 178,000 | 178,000 | 2,353,000 | 2,352,000 | |
Selling, general and administrative | 569,000 | 825,000 | 2,704,000 | 3,918,000 | 3,972,000 |
Total costs and expenses | 569,000 | 1,264,000 | 3,143,000 | 9,833,000 | 9,779,000 |
Loss from operations | (569,000) | (1,080,000) | (2,959,000) | (9,288,000) | (8,223,000) |
Other Income and Expense | |||||
Adjustments to fair value of warrant derivatives | 52,000 | ||||
Adjustment to warrant exercise price | (24,000) | ||||
Other income | 1,000 | 2,000 | 59,000 | 64,000 | |
Net loss | $ (569,000) | $ (1,079,000) | $ (2,957,000) | $ (9,229,000) | $ (8,131,000) |
Basic and diluted net loss per common share | $ (0.18) | $ (0.56) | $ (1.10) | $ (12.33) | $ (40.32) |
Basic and diluted weighted average number of common shares outstanding | 3,151,780 | 1,927,279 | 2,686,086 | 748,658 | 201,686 |
Commercial Product [Member] | |||||
Total revenues | $ 10,000 | $ 10,000 | $ 5,000 | ||
Costs and expenses: | |||||
Cost of revenues | 190,000 | 190,000 | 3,259,000 | 2,245,000 | |
Government Contract [Member] | |||||
Total revenues | 174,000 | 174,000 | 540,000 | 1,556,000 | |
Costs and expenses: | |||||
Cost of revenues | $ 71,000 | $ 71,000 | $ 303,000 | $ 1,210,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 316,726,000 | $ (311,613,000) | $ 5,112,000 | ||
Beginning balance, Shares at Dec. 31, 2017 | 328,925 | 107,465 | |||
Issuance of Series E preferred | 4,135 | ||||
Conversion of Series E preferred stock to common stock, shares | (2,273) | 64,942 | |||
Issuance of common stock (net of costs) | $ 1,000 | $ 9,678,000 | $ 9,680,000 | ||
Issuance of common stock (net of costs), Shares | 150,900 | ||||
Stock-based compensation | 84,000 | 84,000 | |||
Stock-based compensation, shares | |||||
Warrant Exercises | |||||
Warrant Exercises, shares | 3,872 | ||||
Cancellation of shares from reverse stock split, shares | (119) | ||||
Net loss | (8,131,000) | (8,131,000) | |||
Ending balance at Dec. 31, 2018 | $ 1,000 | 326,488,000 | (319,744,000) | 6,745,000 | |
Ending balance, Shares at Dec. 31, 2018 | 330,787 | 327,060 | |||
Conversion of Series E preferred stock to common stock, shares | (1,862) | 53,200 | |||
Issuance of common stock (net of costs) | $ 1,000 | 3,800,000 | 3,801,000 | ||
Issuance of common stock (net of costs), Shares | 963,400 | ||||
Stock-based compensation | 87,000 | 87,000 | |||
Stock-based compensation, shares | |||||
Warrant Exercises | 99,000 | 99,000 | |||
Warrant Exercises, shares | 39,529 | ||||
Conversion of prefunded warrants to common stock | |||||
Conversion of prefunded warrants to common stock, Shares | 390,000 | ||||
Net loss | (9,229,000) | (9,229,000) | |||
Ending balance at Dec. 31, 2019 | $ 2,000 | 330,474,000 | (328,973,000) | 1,503,000 | |
Ending balance, Shares at Dec. 31, 2019 | 328,925 | 1,773,189 | |||
Beginning balance at Dec. 31, 2019 | $ 2,000 | 330,474,000 | (328,973,000) | 1,503,000 | |
Beginning balance, Shares at Dec. 31, 2019 | 328,925 | 1,773,189 | |||
Net loss | (1,079,000) | (1,079,000) | |||
Ending balance at Mar. 28, 2020 | $ 2,000 | 331,878,000 | (330,052,000) | 1,833,000 | |
Ending balance, Shares at Mar. 28, 2020 | 328,925 | 2,328,360 | |||
Beginning balance at Dec. 31, 2019 | $ 2,000 | 330,474,000 | (328,973,000) | 1,503,000 | |
Beginning balance, Shares at Dec. 31, 2019 | 328,925 | 1,773,189 | |||
Stock-based compensation | 80,000 | 80,000 | |||
Stock-based compensation, shares | |||||
Warrant Exercises | $ 1,000 | $ 2,478,000 | $ 2,479,000 | ||
Warrant Exercises, shares | 978,594 | ||||
Cancellation of shares from reverse stock split, shares | (3) | ||||
Issuance of common stock for preferred interest in real estate | $ 1,600,000 | $ 1,600,000 | |||
Issuannce of common stock for preferred interest in real estate, Shares | 400,000 | ||||
Net loss | (2,957,000) | (2,957,000) | |||
Ending balance at Dec. 31, 2020 | $ 3,000 | $ 334,632,000 | $ 331,930,000 | $ 2,705,000 | |
Ending balance, Shares at Dec. 31, 2020 | 328,925 | 3,151,780 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (569,000) | $ (1,079,000) | $ (2,957,000) | $ (9,229,000) | $ (8,131,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 38,000 | 38,000 | 820,000 | 1,015,000 | |
Stock-based compensation expense | 21,000 | 80,000 | 87,000 | 84,000 | |
Gain from the sale of patents, property and equipment | (510,000) | (510,000) | |||
Write-down of intangibles | 134,000 | 134,000 | |||
Obsolete inventory | 190,000 | 190,000 | |||
Adjustments to fair value of warrant derivatives | (52,000) | ||||
Adjustments to warrant exercise price | 24,000 | ||||
Changes in assets and liabilities: | |||||
Accounts receivable | (124,000) | 344,000 | (343,000) | 151,000 | |
Inventory | 5,000 | 5,000 | (90,000) | (70,000) | |
Prepaid expenses and other current assets | (57,000) | (58,000) | (16,000) | 22,000 | |
Patents and licenses | 14,000 | ||||
Other assets | 9,000 | ||||
Accounts payable, accrued expenses and other liabilities | 173,000 | (87,000) | (462,000) | (41,000) | 12,000 |
Net cash used in operating activities | (453,000) | (1,470,000) | (3,138,000) | (8,803,000) | (6,931,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Net proceeds from the sale of patents, property and equipment | 1,212,000 | 1,222,000 | |||
Purchase of property and equipment | (189,000) | ||||
Net cash provided by (used in) investing activities | 1,212,000 | 1,222,000 | (189,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Bank loan | 468,000 | ||||
Net proceeds from sale of common, prefunded warrants and preferred stock | 3,801,000 | 9,680,000 | |||
Net proceeds from exercise of warrants | 1,388,000 | 2,479,000 | 99,000 | ||
Net cash provided by financing activities | 468,000 | 1,388,000 | 2,479,000 | 3,900,000 | 9,680,000 |
Net increase (decrease) in cash and cash equivalents | 15,000 | 1,130,000 | 563,000 | (4,903,000) | 2,560,000 |
Cash and restricted cash at beginning | 1,276,000 | 713,000 | 713,000 | 5,616,000 | 3,056,000 |
Cash and restricted cash at end | 1,291,000 | 1,843,000 | 1,276,000 | 713,000 | 5,616,000 |
NONCASH INVESTING: | |||||
Acquisition of preferred interest in real estate in exchange for common stock | $ 1,600,000 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheets (Allied Integral United Inc) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Accounts receivable (net of allowances of $275,652 and $68,911 and $63,895 respectively) | $ 344,000 | ||
Total current assets | 1,420,000 | 1,396,000 | |
Right of use assets, net | 152,000 | ||
Real estate, property and equipment, net | 233,000 | ||
Other non-current assets | 60,000 | ||
TOTAL ASSETS | 3,020,000 | 2,482,000 | |
Current liabilities: | |||
Accounts payable | 180,000 | 527,000 | |
Accrued expenses | 135,000 | 292,000 | |
Lease liability, current | 148,000 | ||
Total current liabilities | 315,000 | 967,000 | |
Long-term liabilities: | |||
Lease liability, long-term | 4,000 | ||
TOTAL LIABILITIES | 315,000 | 979,000 | |
Commitments and Contingencies (Note 7) | |||
Allied Integral United, Inc. Deficit: | |||
Preferred stock value | |||
Common stock, $.01 par value, 100,000,000 shares authorized, 920,407 and 863,407 and 410,091 shares issued and outstanding at March 31, 2021 and December 31, 2020 and December 31, 2019 respectively | 3,000 | 2,000 | |
Additional paid-in capital | 334,632,000 | 330,474,000 | |
Accumulated deficit | (331,930,000) | (328,973,000) | |
Allied Integral United, Inc. Stockholders' deficit | 2,705,000 | 1,503,000 | |
Total deficit | $ (11,490,392) | (8,827,145) | (1,383,974) |
TOTAL LIABILITIES AND DEFICIT | 3,020,000 | 2,482,000 | |
Allied Integral United Inc [Member] | |||
Current assets: | |||
Cash | 696,915 | 780,262 | 2,900,207 |
Restricted cash | 106,484 | 89,804 | 664,016 |
Accounts receivable (net of allowances of $275,652 and $68,911 and $63,895 respectively) | 124,732 | 198,037 | 143,147 |
Prepaid expenses | 173,182 | 179,496 | 102,632 |
Current assets held for sale (Notes 2 and 5) | 283,843 | 393,307 | 2,156,754 |
Total current assets | 1,385,156 | 1,640,906 | 5,966,756 |
Right of use assets, net | 36,233,592 | 36,452,438 | 37,750,615 |
Real estate, property and equipment, net | 9,185,545 | 8,853,284 | 9,110,860 |
Other non-current assets | 600,336 | 448,580 | 155,078 |
Non-current assets held for sale (Notes 2 and 5) | 5,446,214 | 8,396,215 | 20,142,668 |
TOTAL ASSETS | 52,850,843 | 55,791,423 | 73,125,977 |
Current liabilities: | |||
Accounts payable | 5,258,883 | 4,688,385 | 2,785,255 |
Accrued expenses | 1,169,363 | 1,097,362 | 1,462,921 |
Accrued interest | 112,400 | 103,631 | 59,233 |
Current portion of long-term debt, net | 4,905,648 | 1,623,375 | 1,441,862 |
Deferred revenue | 165,191 | 367,122 | 44,400 |
Lease liability, current | 944,038 | 790,126 | 641,584 |
Other current liabilities | 1,682,725 | 1,635,123 | 47,760 |
Current liabilities related to assets held for sale (Notes 2 and 5) | 2,747,484 | 5,339,003 | 6,789,459 |
Total current liabilities | 16,985,732 | 15,644,127 | 13,272,474 |
Long-term liabilities: | |||
Lease liability, long-term | 37,389,303 | 37,617,081 | 38,413,645 |
Notes payable | 894,231 | 639,883 | 632,301 |
Long-term debt, less current portion, net | 3,657,691 | 4,810,673 | 4,628,309 |
Non-current liabilities related to assets held for sale (Notes 2 and 5) | 5,414,278 | 5,906,804 | 17,563,222 |
TOTAL LIABILITIES | 64,341,235 | 64,618,568 | 74,509,951 |
Commitments and Contingencies (Note 7) | |||
Allied Integral United, Inc. Deficit: | |||
Preferred stock value | |||
Common stock, $.01 par value, 100,000,000 shares authorized, 920,407 and 863,407 and 410,091 shares issued and outstanding at March 31, 2021 and December 31, 2020 and December 31, 2019 respectively | 9,204 | 8,634 | 4,101 |
Additional paid-in capital | 32,178,036 | 28,795,324 | 16,160,914 |
Accumulated deficit | (52,064,820) | (45,522,908) | (22,798,067) |
Allied Integral United, Inc. Stockholders' deficit | (19,784,070) | (16,626,813) | (6,546,387) |
Non-controlling interest in subsidiaries | 8,293,678 | 7,799,668 | 5,162,413 |
Total deficit | (11,490,392) | (8,827,145) | (1,383,974) |
TOTAL LIABILITIES AND DEFICIT | 52,850,843 | 55,791,423 | 73,125,977 |
Allied Integral United Inc [Member] | Series A Convertible Preferred Stock [Member] | |||
Allied Integral United, Inc. Deficit: | |||
Preferred stock value | $ 93,510 | $ 92,137 | $ 86,665 |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheets (Allied Integral United Inc) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
Preferred stock, shares issued | 328,925 | 328,925 | |
Preferred stock, shares outstanding | 328,925 | 328,925 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 25,000,000 | 25,000,000 | |
Common stock, shares issued | 3,151,780 | 1,773,189 | |
Common stock, shares outstanding | 3,151,780 | 1,773,189 | |
Allied Integral United Inc [Member] | |||
Accounts receivable, net of allowances | $ 275,652 | $ 68,911 | $ 63,895 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 920,407 | 863,407 | 410,091 |
Common stock, shares outstanding | 920,407 | 863,407 | 410,091 |
Allied Integral United Inc [Member] | Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 9,351,043 | 9,213,705 | 8,666,481 |
Preferred stock, shares outstanding | 9,351,043 | 9,213,705 | 8,666,481 |
Preferred stock, liquidation value | $ 187,020,860 | $ 184,274,100 | $ 173,329,620 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | ||||
Total revenues | $ 184,000 | $ 545,000 | ||
COSTS AND EXPENSES | ||||
Selling, general and administrative expenses | 2,704,000 | 3,918,000 | ||
Research and development | 178,000 | 2,353,000 | ||
Depreciation and amortization expenses | 38,000 | 820,000 | ||
Total operating expenses | 3,143,000 | 9,833,000 | ||
Operating loss | (2,959,000) | (9,288,000) | ||
Other (income) expenses | ||||
Net (loss)/income | $ (3,971,204) | $ 1,251,080 | (13,775,071) | (7,778,407) |
Net loss applicable to Allied Integral United, Inc. | $ (2,957,000) | $ (9,229,000) | ||
Basic and diluted income (loss) per share attributable to Allied Integral United, Inc | ||||
Net loss | $ (1.10) | $ (12.33) | ||
Weighted average common shares basic and diluted outstanding | 2,686,086 | 748,658 | ||
Allied Integral United Inc [Member] | ||||
REVENUES | ||||
Total revenues | 3,744,061 | 3,387,849 | $ 12,655,527 | $ 12,499,119 |
COSTS AND EXPENSES | ||||
Operating expenses | 4,601,987 | 4,371,462 | 18,099,750 | 16,408,875 |
Selling, general and administrative expenses | 2,862,780 | 1,117,389 | 5,516,693 | 3,739,073 |
Research and development | 300,000 | 1,741,177 | 475,000 | |
Depreciation and amortization expenses | 174,459 | 154,128 | 601,314 | 576,637 |
Total operating expenses | 7,639,226 | 5,942,979 | 25,958,934 | 21,199,585 |
Operating loss | (3,895,165) | (2,555,130) | (13,303,407) | (8,700,466) |
Other (income) expenses | ||||
Interest expense | 78,781 | 90,775 | 472,954 | 818,807 |
Unrealized (gain) on securities | (244,000) | 1,284,000 | ||
Other (income) expenses | (70,754) | (38,280) | (169,751) | 40,985 |
Total other (income) expenses | (235,973) | 52,495 | 1,587,203 | 859,792 |
Loss before income tax | (3,659,192) | (2,607,625) | (14,890,610) | (9,560,258) |
Income tax expense | ||||
Loss from continuing operations | (3,659,192) | (2,607,625) | (14,890,610) | (9,560,258) |
(Loss)/income from discontinued operations, net of tax (Note 5) | (312,012) | 3,858,705 | 1,115,540 | 1,781,851 |
Net (loss)/income | (3,971,204) | 1,251,080 | (13,775,070) | (7,778,407) |
Net loss attributable to non-controlling interest | 176,052 | 535,541 | 1,994,708 | 614,414 |
Preferred stock dividend | (2,746,760) | (2,738,580) | (10,944,480) | (10,981,490) |
Net loss applicable to Allied Integral United, Inc. | $ (6,541,912) | $ (951,959) | $ (22,724,842) | $ (18,145,483) |
Basic and diluted income (loss) per share attributable to Allied Integral United, Inc | ||||
Net loss from continued operations | $ (7.21) | $ (11.73) | $ (31.78) | $ (48.89) |
Net (loss)/income from discontinued operations | (0.36) | 9.41 | 1.49 | 4.37 |
Net loss | $ (7.57) | $ (2.32) | $ (30.30) | $ (44.52) |
Weighted average common shares basic and diluted outstanding | 864,040 | 410,091 | 750,078 | 407,591 |
Allied Integral United Inc [Member] | Resident Fee [Member] | ||||
REVENUES | ||||
Total revenues | $ 3,744,061 | $ 3,387,849 | $ 12,655,527 | $ 12,499,119 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Deficit (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allied Integral United Inc [Member] | Preferred Stock [Member] | |||||
Beginning balance | $ 92,137 | $ 86,665 | $ 86,665 | $ 80,769 | |
Beginning balance, Shares | 9,213,705 | 8,666,481 | 8,666,481 | 8,076,885 | |
Stock compensation for services | |||||
Stock compensation for services, shares | |||||
Issuance of Series I Convertible Preferred stock in subsidiary | |||||
Issuance of partnership units in subsidiary | |||||
Debt to Equity Conversion of Series A Preferred Stock in subsidiary | $ 405 | ||||
Debt to Equity Conversion of Series A Preferred Stock in subsidiary, shares | 40,522 | ||||
Contributions | |||||
Distributions | |||||
PIK dividends on NCI Series I Convertible Preferred Stock | $ 1,373 | $ 1,369 | $ 5,491 | ||
PIK dividends on NCI Series I Convertible Preferred Stock, shares | 137,338 | 136,929 | 549,074 | ||
Conversion of Debt to Preferred - Related Party | $ 5,472 | ||||
Conversion of Debt to Preferred - Related Party, shares | 547,224 | ||||
Net (loss)/income | |||||
Ending balance | $ 93,510 | $ 88,034 | $ 92,137 | $ 86,665 | $ 80,769 |
Ending balance, Shares | 9,351,043 | 8,803,410 | 9,213,705 | 8,666,481 | 8,076,885 |
Allied Integral United Inc [Member] | Common Stock [Member] | |||||
Beginning balance | $ 8,634 | $ 4,101 | $ 4,101 | $ 4,101 | |
Beginning balance, Shares | 863,407 | 410,091 | 410,091 | 410,091 | |
Stock compensation for services | $ 570 | $ 4,533 | |||
Stock compensation for services, shares | 57,000 | 453,316 | |||
Issuance of Series I Convertible Preferred stock in subsidiary | |||||
Issuance of partnership units in subsidiary | |||||
Debt to Equity Conversion of Series A Preferred Stock in subsidiary | |||||
Contributions | |||||
Distributions | |||||
PIK dividends on NCI Series I Convertible Preferred Stock | |||||
PIK dividends on NCI Series I Convertible Preferred Stock, shares | |||||
Conversion of Debt to Preferred - Related Party | |||||
Net (loss)/income | |||||
Ending balance | $ 9,204 | $ 4,101 | $ 8,634 | $ 4,101 | $ 4,101 |
Ending balance, Shares | 920,407 | 410,091 | 863,407 | 410,091 | 410,091 |
Allied Integral United Inc [Member] | Additional Paid-in Capital [Member] | |||||
Beginning balance | $ 28,795,324 | $ 16,160,914 | $ 16,160,914 | $ 4,579,899 | |
Stock compensation for services | 637,325 | 1,695,402 | |||
Issuance of Series I Convertible Preferred stock in subsidiary | |||||
Issuance of partnership units in subsidiary | |||||
Debt to Equity Conversion of Series A Preferred Stock in subsidiary | 324,595 | ||||
Contributions | 532,969 | ||||
Distributions | (252,548) | ||||
PIK dividends on NCI Series I Convertible Preferred Stock | 2,745,387 | 2,737,211 | 10,975,999 | ||
Conversion of Debt to Preferred - Related Party | 10,939,008 | ||||
Net (loss)/income | |||||
Ending balance | 32,178,036 | 18,898,125 | 28,795,324 | 16,160,914 | $ 4,579,899 |
Allied Integral United Inc [Member] | Accumulated Deficit [Member] | |||||
Beginning balance | (45,522,908) | (22,798,067) | (22,798,067) | (4,652,584) | |
Stock compensation for services | |||||
Issuance of Series I Convertible Preferred stock in subsidiary | |||||
Issuance of partnership units in subsidiary | |||||
Debt to Equity Conversion of Series A Preferred Stock in subsidiary | |||||
Contributions | |||||
Distributions | |||||
PIK dividends on NCI Series I Convertible Preferred Stock | (2,746,760) | (2,738,580) | (10,981,490) | ||
Conversion of Debt to Preferred - Related Party | (10,944,480) | ||||
Net (loss)/income | (3,795,152) | 1,786,621 | (11,780,363) | (7,163,993) | |
Ending balance | (52,064,820) | (23,750,026) | (45,522,908) | (22,798,067) | (4,652,584) |
Allied Integral United Inc [Member] | Allied Integral United, Inc. Stockholder Equity (Deficit) [Member] | |||||
Beginning balance | (16,626,813) | (6,546,387) | (6,546,387) | 12,185 | |
Stock compensation for services | 637,895 | 1,699,935 | |||
Issuance of Series I Convertible Preferred stock in subsidiary | |||||
Issuance of partnership units in subsidiary | |||||
Debt to Equity Conversion of Series A Preferred Stock in subsidiary | 325,000 | ||||
Contributions | 532,969 | ||||
Distributions | (252,548) | ||||
PIK dividends on NCI Series I Convertible Preferred Stock | |||||
Conversion of Debt to Preferred - Related Party | |||||
Net (loss)/income | (3,795,152) | 1,786,621 | (11,780,363) | (7,163,993) | |
Ending balance | (19,784,070) | (4,759,766) | (16,626,813) | (6,546,387) | 12,185 |
Allied Integral United Inc [Member] | Noncontrolling Interest [Member] | |||||
Beginning balance | 7,799,668 | 5,162,413 | 5,162,413 | ||
Stock compensation for services | 50,000 | 110,000 | |||
Issuance of Series I Convertible Preferred stock in subsidiary | 257,000 | 555,000 | 3,206,576 | 780,000 | |
Issuance of partnership units in subsidiary | 413,062 | 200,000 | 990,387 | 4,996,827 | |
Debt to Equity Conversion of Series A Preferred Stock in subsidiary | 325,000 | ||||
Contributions | |||||
Distributions | |||||
PIK dividends on NCI Series I Convertible Preferred Stock | |||||
Conversion of Debt to Preferred - Related Party | |||||
Net (loss)/income | (176,052) | (535,541) | (1,994,708) | (614,414) | |
Ending balance | 8,293,678 | 5,431,872 | 7,799,668 | 5,162,413 | |
Allied Integral United Inc [Member] | |||||
Beginning balance | (8,827,145) | (1,383,974) | (1,383,974) | ||
Net (loss)/income | (3,971,204) | $ 1,251,080 | (13,775,070) | (7,778,407) | |
Ending balance | $ (11,490,392) | $ (8,827,145) | $ (1,383,974) | ||
Common Stock [Member] | |||||
Beginning balance, Shares | 3,151,780 | 1,773,189 | 1,773,189 | 327,060 | 107,465 |
Conversion of Debt to Preferred - Related Party, shares | 53,200 | 64,942 | |||
Ending balance, Shares | 3,151,780 | 1,773,189 | 327,060 | ||
Beginning balance | $ (8,827,145) | $ (1,383,974) | $ (1,383,974) | $ 12,185 | |
Stock compensation for services | 637,895 | 50,000 | 1,809,935 | ||
Issuance of Series I Convertible Preferred stock in subsidiary | 257,000 | 555,000 | 3,206,576 | 780,000 | |
Issuance of partnership units in subsidiary | 413,062 | 200,000 | 990,387 | 4,996,827 | |
Debt to Equity Conversion of Series A Preferred Stock in subsidiary | $ 325,000 | $ 325,000 | |||
Debt to Equity Conversion of Series A Preferred Stock in subsidiary, shares | 325,000 | 325,000 | |||
Contributions | $ 532,969 | ||||
Distributions | (252,548) | ||||
PIK dividends on NCI Series I Convertible Preferred Stock | |||||
Conversion of Debt to Preferred - Related Party | |||||
Net (loss)/income | (3,971,204) | 1,251,080 | (13,775,071) | (7,778,407) | |
Ending balance | $ (11,490,392) | $ 672,107 | $ (8,827,145) | $ (1,383,974) | $ 12,185 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net (loss) / income | $ (3,971,204) | $ 1,251,080 | $ (13,775,071) | $ (7,778,407) | ||
Adjustments required to reconcile net loss to cash flows from operating activities | ||||||
Depreciation | $ 27,000 | |||||
Amortization of debt issuance costs | 11,000 | |||||
Stock based compensation | 21,000 | 80,000 | 87,000 | $ 84,000 | ||
Changes in operating assets and liabilities | ||||||
Accounts receivable | 124,000 | (344,000) | 343,000 | (151,000) | ||
Other non-current asset | (9,000) | |||||
Net cash used in operating activities | (1,470,000) | (3,138,000) | (8,803,000) | (6,931,000) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Payments for property and equipment | (189,000) | |||||
Net cash provided/(used) by investing activities | 1,212,000 | 1,222,000 | (189,000) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Net cash used in financing activities | 1,388,000 | 2,479,000 | 3,900,000 | 9,680,000 | ||
Cash and restricted cash at beginning | 1,276,000 | 713,000 | 713,000 | 713,000 | 5,616,000 | 3,056,000 |
Cash and restricted cash at end | 1,843,000 | 1,276,000 | 713,000 | 5,616,000 | ||
Allied Integral United Inc [Member] | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net (loss) / income | (3,971,204) | 1,251,080 | (13,775,070) | (7,778,407) | ||
Loss from discontinued operations, net of tax | (312,012) | 3,858,705 | 1,115,540 | 1,781,851 | ||
Loss from continuing operations, net of tax | (3,659,192) | (2,607,625) | (14,890,610) | (9,560,258) | ||
Adjustments required to reconcile net loss to cash flows from operating activities | ||||||
Depreciation | 174,459 | 154,128 | 601,314 | 576,637 | ||
Allowance for doubtful accounts | 206,741 | (5,016) | (10,298) | |||
Non-cash lease expenses | 218,844 | 319,684 | 1,298,177 | |||
Amortization of debt issuance costs | 258 | 258 | 1,032 | 2,059 | ||
Stock based compensation | 637,896 | 50,000 | 1,809,935 | |||
Unrealized gain/loss on Securities | (244,000) | 1,295,000 | ||||
Changes in operating assets and liabilities | ||||||
Accounts receivable | (133,436) | 15,177 | (49,874) | (63,224) | ||
Prepaid expenses | 6,314 | (540,509) | (76,864) | 108,366 | ||
Other current assets | ||||||
Accounts payable | 570,502 | 1,009,160 | 1,859,609 | 1,767,149 | ||
Accrued expenses | 72,001 | (333,665) | (299,332) | 200,365 | ||
Accrued interest | 8,769 | 9,182 | 44,398 | 59,230 | ||
Deferred revenue | (201,931) | 34,300 | 322,722 | (184,232) | ||
Other non-current asset | 1,692,243 | 90,668 | (227,021) | 95,452 | ||
Other current liabilities | (1,552,398) | 14,240 | (12,637) | (518,465) | ||
Change in operating lease liability | (73,866) | (179,081) | (648,022) | |||
Net cash used in activities of continuing operations | (2,276,797) | (1,964,083) | (8,977,189) | (7,527,219) | ||
Net cash provided by (used in) operating activities of discontinued operations | 155,834 | (311,561) | (837,446) | (299,737) | ||
Net cash used in operating activities | (2,120,963) | (2,275,644) | (9,814,636) | (7,826,956) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Payments for property and equipment | (26,720) | (19,088) | (193,000) | (2,062,241) | ||
Payment for capitalized software costs | (480,000) | (160,104) | ||||
Net cash used in investing activities of continuing operations | (506,720) | (19,088) | (353,104) | (2,062,241) | ||
Net cash provided by investing activities of discontinued operations | 13,867,563 | 16,101,584 | 14,334,614 | |||
Net cash provided/(used) by investing activities | (506,720) | 13,848,475 | 15,748,480 | 12,272,373 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Repayment of long-term debt | 38,202 | (150,890) | (1,115,112) | (1,985,557) | ||
Borrowings on long-term debt | 2,345,179 | 35,032 | 1,802,957 | 3,322,985 | ||
Cash contributions | 532,969 | |||||
Cash distributions to partners | (252,548) | |||||
Proceeds from sale of preferred stock and member units in subsidiary | 670,062 | 755,000 | 4,196,963 | 5,776,828 | ||
Net cash provided by continuing operations | 3,053,443 | 639,142 | 4,884,808 | 7,394,677 | ||
Net cash used in financing activities of discontinued operations | (492,426) | (11,686,739) | (13,512,806) | (8,884,971) | ||
Net cash used in financing activities | 2,561,017 | (11,047,597) | (8,627,998) | (1,490,294) | ||
Change in cash and restricted cash from continuing operations | 269,927 | (1,344,029) | (4,445,486) | (2,194,783) | ||
Change in cash and restricted cash from discontinued operations | (336,594) | 1,869,263 | 1,751,331 | 5,149,906 | ||
Cash and restricted cash at beginning | 870,066 | 3,564,223 | $ 3,564,223 | 3,564,223 | 609,100 | |
Cash and restricted cash at end | 803,399 | 4,089,457 | 870,066 | 3,564,223 | $ 609,100 | |
Reconciliation of cash and restricted cash | ||||||
Cash | 696,915 | 3,915,086 | 780,262 | 2,900,207 | ||
Restricted cash | 106,484 | 174,371 | 89,804 | 664,016 | ||
Cash and restricted cash at end of period | 803,399 | 4,089,457 | 870,067 | 3,564,223 | ||
Supplemental cash flow information: | ||||||
Interest paid | 2,585,370 | |||||
Taxes paid | ||||||
Non-cash financing activities | ||||||
Right of use asset adoption | 37,750,615 | |||||
Non-cash guarantee fees | 3,016 | |||||
Debt to equity or non-controlling interest | 325,000 | 325,000 | ||||
Preferential interest in real estate for 400,000 shares issued by STI | $ 1,600,000 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Allied Integral United Inc) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | |
Allied Integral United Inc [Member] | |||
Number of stock issued during the period | $ 400,000 | $ 100 |
General
General | 3 Months Ended | 12 Months Ended |
Apr. 03, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
General | 1.General Please see “Our Future Business” below regarding material information and updates that in many material respects superseded and modify the following general business description. Superconductor Technologies Inc (“STI”) was a leading company in developing and commercializing high temperature superconductor (“HTS”) materials and related technologies. Superconductivity is the unique ability to conduct electricity with little or no resistance when cooled to “critical” temperatures. HTS materials are a family of elements that demonstrate superconducting properties at temperatures significantly warmer than previous superconducting materials. Electric currents that flow through conventional conductors encounter resistance. This resistance requires power to overcome and generates heat. HTS materials can substantially improve the performance characteristics of electrical systems, reduce power loss, and lower heat generation providing extremely high current carrying density and zero resistance to direct current. We were established in 1987 shortly after the discovery of HTS materials. Our stated objective was to develop products based on these materials for the commercial marketplace. After analyzing the market opportunities available, we decided to develop products for the utility and telecommunications industries. Our initial product was completed in 1998 and we began delivery to a number of wireless network providers. In the following 13 years, we continued to refine and improve the platform, with the primary focus on improving reliability, increasing performance and runtime, and most importantly, removing cost from the manufacturing process of the required subsystems. Our cost reducing efforts led to the invention of our proprietary, high-yield and high throughput HTS material deposition manufacturing process. In early 2018, we announced the concentration of our future HTS Conductus® wire product development efforts on NGEM to capitalize on several accelerating energy megatrends. This refined focus is very synergistic with our program with the Department of Energy (DOE) award for the development of superconducting wire to enable NGEM. On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We have maintained operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus wire. The plan also included a 70% employee workforce reduction. Subsequent to the announcement on January 28, 2020 about our cost reduction plan, we started the process of selling, in separate transactions, assets that we deemed non-essential going forward. The latest such transaction entered into on March 5, 2020, when considered in combination with the prior transactions since January 28, 2020, may be deemed a material definitive purchase agreement for sales of various production, R&D, and testing equipment and selected intellectual property related primarily to our superconducting wire initiative. The aggregate sales prices of the post January 28th transactions was approximately $1,075,000, all sold to purchasers having no affiliation with us. As a result of these sales, we no longer have the ability to resume HTS wire operations without significant new investments and restructured operations and a new HTS wire business plan, neither of which we currently intend to pursue, as we instead focus our efforts on completing the Merger (as defined below). Our Future Business On February 26, 2020, we entered into a definitive merger agreement with Allied Integral United, Inc. (which will change its name to, and is therefore referred herein as, “Clearday”), a privately-held company dedicated to delivering next generation longevity care and wellness services, whereby our wholly-owned subsidiary will merge with and into Clearday in a stock-for-stock transaction with Clearday (the “Merger”), with Clearday surviving and becoming our wholly-owned subsidiary, we will then change our name to Clearday, Inc (the “Merger Agreement”). As previously disclosed, on May 12, 2020, the Merger Agreement was amended by the parties to (i) add a covenant that the parties shall use their commercially reasonable efforts to cause STI to at all times remain listed on the Nasdaq Capital Market (or higher tier) and that if STI ceases to be listed on the Nasdaq Capital Market then the parties shall (including after the closing of the Merger) use their commercially reasonable efforts to cause STI to become listed on either the Nasdaq Capital Market or the NYSE MKT as promptly as reasonably possible, (ii) remove the conditions to closing the Merger that Nasdaq must determine that all listing deficiencies have been cured and determine to approve the listing of STI’s common stock on the Nasdaq and remove any other provisions in the Merger Agreement of like effect, (iii) extend the “outside date” for the Merger to close until the close of business on September 21, 2020 and (iv) require a customary tax representation letter from STI as a closing condition As previously disclosed, due to our failure to comply with its listing conditions, the Nasdaq Stock Market notified us that it intended to complete the delisting of our common stock by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission, which it did on February 2, 2021. Our common stock is no longer listed on a National Securities Exchange. Our stock trades on the OTC QB Market. As also previously disclosed, we announced that, although the “outside date” of our Merger Agreement with Clearday has expired, both the Company and Clearday intended to finalize an amendment to the Merger Agreement or enter into a new merger agreement and proceed with a business combination. Clearday has informed us that the listing of our common stock on the Nasdaq would not be a condition to the closing of the merger. The parties are negotiating a new merger agreement (instead of an extension to the Merger Agreement) that would result in a similar all stock reverse acquisition of us. However, there is no assurance that the parties will complete such negotiation successfully or conclude the merger or any transaction at all. Clearday has paid us $120,000 as a good faith, non-refundable, payment to provide us cash flow support as we negotiate a new merger agreement. As discussed below, on February 26, 2021, we also obtained a Paycheck Protection Program loan of approximately $468,000. We believe these funds will be sufficient to conclude a merger with Clearday, if one can be negotiated and our shareholders approve the transaction by the third quarter of 2021. There is no assurance that this will occur and indeed there are significant risks that it will not occur. If a merger is consummated with Clearday, of which there is no assurance, the merged company will focus on the development of Clearday’s non-residential daily care service model as well as the continued operation of Clearday’s existing Memory Care America residential memory care facilities. As part of plans to develop and expand its assortment of innovative, non-residential daily care services, Clearday intends to leverage our existing Cryogenic Cooler as an enabling technology for one of its service offerings in the healthcare market. If a merger is not consummated with Clearday in the near future, we will likely be required to liquidate or declare bankruptcy, in which case there would likely be no payments or value for common stock holders. | Note 1 — The Company Superconductor Technologies Inc. (together with our subsidiaries, “we” or “us”) was incorporated in Delaware on May 11, 1987. We developed and produced high temperature superconducting (HTS) materials and associated technologies. We have generated more than 100 patents as well as proprietary trade secrets and manufacturing expertise. We are now leveraging our key enabling technologies in HTS materials and cryogenics, to pursue emerging opportunities in the electrical grid and in equipment platforms that utilize electrical circuits. In January 2012, we took possession of a facility in Austin, Texas and have moved our HTS wire processes and our research and development to Austin. Our initial superconducting products were completed in 1998, and we began delivery to a number of wireless network providers. In the following 13 years, our cost reducing efforts led to the invention of our proprietary, high-yield and high throughput HTS material deposition manufacturing process. On October 29, 2019, we announced that our Board of Directors, supported by its management team, had commenced a process to explore strategic alternatives focused on maximizing shareholder value. Strategic alternatives considered included, among others, a strategic investment financing which would allow the company to pursue its current business plan to commercialize the Conductus wire platform, a business combination such as a merger with another party, or a sale of STI. On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We will maintain operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus® wire. The plan also included a 70% employee workforce reduction. On February 26, 2020, we entered into a definitive merger agreement with Allied Integral United, Inc. (which will change its name to, and is therefore referred herein as, “Clearday”), a privately-held company dedicated to delivering next generation longevity care and wellness services, whereby our wholly-owned subsidiary will merge with and into Clearday in a stock-for-stock transaction with Clearday (the “Merger”), with Clearday surviving and becoming our wholly-owned subsidiary, which will then change its name to Clearday, Inc (the “Merger Agreement”). If a merger is not consummated with Clearday in the near future, we will likely be required to liquidate or declare bankruptcy, in which case there would likely be no payments to common stock holders. On April 29, 2021, the Company executed a promissory note with Benworth Capital Partners, LLC in the amount of $4,550,000. The original Naples Mortgage was paid off in the amount of $2,739,195 and there were also closing costs of $354,357 which netted the Company proceeds in the amount of $1,456,448. This new loan only has a one-year term as compared to the original mortgage which had a maturity date of 2041. In addition, this is a home equity loan with interest only payments at a fixed interest rate of 9.95%. The loan guaranteed by certain officers and is secured by the memory care facility in located at 2626 Goodlette-Frank Road, Naples, Florida 34105. |
Organization, Description of Bu
Organization, Description of Business, and Liquidity and Going Concern (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allied Integral United Inc [Member] | ||
Organization, Description of Business, and Liquidity and Going Concern | 1. Organization, Description of Business, and Liquidity and Going Concern Allied Integral United Inc., a Delaware corporation, which conducts business under the name “Clearday” (the “Company”) was incorporated on December 20, 2017 and began its business on December 31, 2018 when it acquired the businesses of certain private funds that operate five (5) memory care residential facilities and other businesses (the “2018 Acquisition”), including commercial real estate, and four franchised Microtel Inn and Suite limited services hotels, from related parties. The memory care business is conducted through the Memory Care America LLC subsidiary which has been in the residential care business since November 2010 and has been managed by the Company executives for approximately 5 years. Since the 2018 Acquisition, the Company has been developing innovative care and wellness products and services focusing on the longevity market. The 2018 Acquisition was structured as a merger (collectively, the “2018 Acquisition Merger”) under the terms of the Omnibus Agreement and Plan of Merger, dated as of December 31, 2018 (the “2018 Acquisition Merger Agreement”), by and among the Company, certain transitory special purpose subsidiaries, and the following companies (each, a “2018 Acquisition Target”): Trident Healthcare Properties I, L.P., a Delaware limited partnership; TBM Medical Investors, LLC, a Delaware limited liability company; Farm to Market Development Partners, L.P., a Delaware limited partnership; Shadow Retail Partners, L.P., a Delaware limited partnership; Longhorn Lodging, L.P., a Delaware limited partnership; Flash Partners, LLC, a Delaware limited liability company; and Hill Country Partners, L.P., a Delaware Limited Partnership. The Company issued 8,076,885 shares of its 6.75% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”) as the merger consideration for the 2018 Acquisition Merger. The 2018 Acquisition Merger was intended to be treated as a tax-free reorganization under the Internal Revenue Code. As of December 31, 2018, the Company owned or leased and operated the following properties: ● Five memory care facilities that focus on providing care for those with Alzheimer’s and other diagnoses of dementia, which are located in Arkansas, Florida, South Carolina, and Texas, ● Four limited service hotel properties located in central Texas, and ● Three commercial shopping centers and additional real estate investments located in Texas. All of the Company’s assets that were acquired in the 2018 Acquisition that are not related to the memory care facilities or the longevity care and wellness industry, such as the limited-service hotel properties and the commercial shopping centers and other real estate investments, were designated as non-core businesses and held for disposition. Accordingly, such assets and liabilities are classified as held for sale in the consolidated balances sheets as of March 31, 2021 and December 31, 2020. Additionally, the results of operations for these non-core businesses are classified as income from discontinued operations within the unaudited consolidated statements of operations for the three month ended March 31, 2021 and March 31, 2020. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19, which continues to spread throughout the U.S. and the world, as a pandemic. The outbreak is having a significant impact on the global economy, resulting in rapidly changing market and economic conditions. National and local governments around the world instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain non-essential businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The governmental response includes additional protocols for the health and safety of residents and staff in the Company’s facilities. The outbreak and associated restrictions on travel that have been implemented have had a material adverse impact on the Company’s business and cash flow from operations, similar to many businesses. The Company intends to resume normal operations as soon as practicable after the governmental restrictions are lifted. The total impact of COVID-19 is unknown and may continue as the rates of infection have increased in Texas and many other states in the U.S., thus additional restrictive measures may be necessary. As a result, management has concluded that there was a long-lived asset impairment triggering event during the three months ended March 31, 2021 and March 31, 2020, which required management to perform an impairment evaluation. See Note 5 – Discontinued Operations for additional discussion and results. The impact of the COVID-19 pandemic could continue to have a material adverse effect on the Company’s business, results of operations, financial condition, liquidity and prospects in the near-term and beyond 2020. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic on its results of operations, financial condition and cash flows is highly uncertain, and cannot currently be accurately predicted. The Company’s results of operations, financial condition and cash flows are dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact, which at the present time are highly uncertain and cannot be predicted with any accuracy. Liquidity and Going Concern The Company has incurred cumulative consolidated operating losses and negative cash flows from operations since the Company’s inception. As of March 31, 2021, the Company has an accumulated deficit of $ 52,064,820, continued loss from operations of $3,659,192 and negative cash flows from continued operations in the amount of $ $2,353,853. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources, including the continued sale of its non-core assets. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result should the Company not continue as a going concern. Management does not believe they have sufficient cash for the next twelve months from the date of this report. On April 29, 2021, the Company executed a promissory note with Benworth Capital Partners, LLC in the amount of $4,550,000. The original Naples Mortgage was paid off in the amount of $2,739,195 and there were also closing costs of $354,357 which netted the Company proceeds in the amount of $1,456,448. This new loan only has a one-year term as compared to the original mortgage which had a maturity date of 2041. In addition, this is a home equity loan with interest only payments at a fixed interest rate of 9.95%. The loan guaranteed by certain officers and is secured by the memory care facility in located at 2626 Goodlette-Frank Road, Naples, Florida 34105. | 1. Organization, Description of Business, and Liquidity and Going Concern Allied Integral United Inc., a Delaware corporation, which conducts business under the name “Clearday” (the “Company”) was incorporated on December 20, 2017 and began its business on December 31, 2018 when it acquired the businesses of certain private funds that operate five (5) memory care residential facilities and other businesses (the “2018 Acquisition”), including commercial real estate, and four franchised Microtel Inn and Suite limited services hotels, from related parties. The memory care business is conducted through the Memory Care America LLC subsidiary which has been in the residential care business since November 2010 and has been managed by the Company executives for approximately 5 years. Since the 2018 Acquisition, the Company has been developing innovative care and wellness products and services focusing on the longevity market. The 2018 Acquisition was structured as a merger (collectively, the “2018 Acquisition Merger”) under the terms of the Omnibus Agreement and Plan of Merger, dated as of December 31, 2018 (the “2018 Acquisition Merger Agreement”), by and among the Company, certain transitory special purpose subsidiaries, and the following companies (each, a “2018 Acquisition Target”): Trident Healthcare Properties I, L.P., a Delaware limited partnership; TBM Medical Investors, LLC, a Delaware limited liability company; Farm to Market Development Partners, L.P., a Delaware limited partnership; Shadow Retail Partners, L.P., a Delaware limited partnership; Longhorn Lodging, L.P., a Delaware limited partnership; Flash Partners, LLC, a Delaware limited liability company; and Hill Country Partners, L.P., a Delaware Limited Partnership. The Company issued 8,076,885 shares of its 6.75% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”) as the merger consideration for the 2018 Acquisition Merger. The 2018 Acquisition Merger was intended to be treated as a tax-free reorganization under the Internal Revenue Code. As of December 31, 2018, the Company owned or leased and operated the following properties: ● Five memory care facilities that focus on providing care for those with Alzheimer’s and other diagnoses of dementia, which are located in Arkansas, Florida, South Carolina, and Texas, ● Four limited service hotel properties located in central Texas, and ● Three commercial shopping centers and additional real estate investments located in Texas. All of the Company’s assets that were acquired in the 2018 Acquisition that are not related to the memory care facilities or the longevity care and wellness industry, such as the limited service hotel properties and the commercial shopping centers and other real estate investments, were designated as non-core businesses and held for disposition. Accordingly, such assets and liabilities are classified as held for sale in the consolidated balances sheets as of December 31, 2020 and 2019. Additionally, the results of operations for these non-core businesses are classified as income from discontinued operations within the consolidated statements of operations for the years ended December 31, 2020 and 2019. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19, which continues to spread throughout the U.S. and the world, as a pandemic. The outbreak is having a significant impact on the global economy, resulting in rapidly changing market and economic conditions. National and local governments around the world instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain non-essential businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The governmental response includes additional protocols for the health and safety of residents and staff in the Company’s facilities. The outbreak and associated restrictions on travel that have been implemented have had a material adverse impact on the Company’s business and cash flow from operations, similar to many businesses. The Company intends to resume normal operations as soon as practicable after the governmental restrictions are lifted. The total impact of COVID-19 is unknown and may continue as the rates of infection have increased in Texas and many other states in the U.S., thus additional restrictive measures may be necessary. As a result, management has concluded that there was a long-lived asset impairment triggering event during 2020, which required management to perform an impairment evaluation. See Note 5 – Discontinued Operations for additional discussion and results. The impact of the COVID-19 pandemic could continue to have a material adverse effect on the Company’s business, results of operations, financial condition, liquidity and prospects in the near-term and beyond 2020. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic on its results of operations, financial condition and cash flows is highly uncertain, and cannot currently be accurately predicted. The Company’s results of operations, financial condition and cash flows are dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact, which at the present time are highly uncertain and cannot be predicted with any accuracy. Liquidity and Going Concern The Company has incurred cumulative consolidated operating losses and negative cash flows from operations since the Company’s inception. As of December 31, 2020, the Company has an accumulated deficit of $45,522,908. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources, including the continued sale of its non-core assets. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result should the Company not continue as a going concern. Management does not believe they have sufficient cash for the next twelve months from the date of this report. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation We have incurred significant net losses since our inception and have an accumulated deficit of $332.5 million. In the three months ended April 3, 2021, we incurred a net loss of $569,000 and negative cash flows from operations of $453,000. In 2020, we incurred a net loss of $3.0 million and had negative cash flows from operations of $3.1 million. In 2020, we had an accumulated deficit of $331.9 million, a net loss of $9.2 million and negative cash flows from operations of $8.8 million. At December 31, 2020, we had $1.3 million in cash. Our cash resources may therefore not be sufficient to fund our business through the end of the current fiscal year. Therefore, unless we can successfully implement our strategic alternatives plan including, among others, a strategic investment financing which would allow us to pursue our current business plan, a business combination such as our merger with Clearday, or a sale of STI, we will need to raise additional capital during this fiscal year ending December 31, 2021 to maintain our viability. Additional financing may not be available on acceptable terms or at all. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of common stock. These factors raise substantial doubt about our ability to continue as a going concern. Our plans regarding improving our future liquidity will require us to successfully implement our strategic plan to explore strategic alternatives focused on maximizing shareholder value. Strategic alternatives considered included, among others, a strategic investment financing which would allow the company to pursue its current business plan, a business combination such as a merger with another party, or a sale of STI. On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We will maintain operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus® wire. The plan also included a 70% employee workforce reduction. In 2019, we undertook steps to reduce our ongoing operating costs and we raised net cash proceeds of $3.9 million from the sale of our common and preferred shares and warrants. On September 9, 2020, we effected a 1-for-10 reverse stock split of our common stock, or the 2020 Reverse Stock Split. As a result of the 2020 Reverse Stock Split, every ten shares of our pre-2020 Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The 2020 Reverse Stock Split changed the authorized number of shares from 250,000,000 to 25,000,000. The par value of our common stock remained $0.001. Share and per share data included in the Notes to Consolidated Financial Statements have been retroactively adjusted, as applicable, for the effect of the reverse stock splits. Certain of the information contained in the documents incorporated by reference herein and therein present information on our common stock on a pre-reverse stock split basis. Principles of Consolidation The interim condensed consolidated financial statements include the accounts of Superconductor Technologies Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated from the condensed consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Cash and cash equivalents are maintained with what we believe to be quality financial institutions and exceed FDIC limits. Historically, we have not experienced any losses due to such concentration of credit risk. Accounts Receivable We grant uncollateralized credit to our customers. We perform usual and customary credit evaluations of our customers before granting credit. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience. Past due balances are reviewed for collectability. Accounts balances are charged off against the allowance when we deem it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers. Revenue Recognition On January 1, 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers Commercial and government contract revenues are recognized once all of the following conditions have been met: a) an authorized purchase order has been received in writing, b) the customer’s credit worthiness has been established, c) shipment of the product has occurred, d) title has transferred, and e) if stipulated by the contract, customer acceptance has occurred and all significant vendor obligations, if any, have been satisfied. Government contract revenues are principally generated under research and development contracts. Revenues from research-related activities are derived from contracts with agencies of the U.S. Government. Credit risk related to accounts receivable arising from such contracts is considered minimal. All payments to us for work performed on contracts with agencies of the U.S. Government are subject to adjustment upon audit by the Defense Contract Audit Agency. Based on historical experience and review of our current project in process, we believe that adjustments from open audits will not have an effect on our financial position, results of operations or cash flows. We are using the expected cost-plus-margin approach as the suitable method for allocating transaction price to the performance obligations in the contract under ASC 606. Shipping and Handling Fees and Costs Shipping and handling fees billed to customers are included in net revenues. Shipping and handling fees associated with freight are generally included in cost of revenues. Warranties We offer warranties generally ranging from one to five years, depending on the product and negotiated terms of purchase agreements with our customers. Such warranties require us to repair or replace defective products returned to us during such warranty period at no cost to the customer. An estimate by us for warranty related costs is recorded by us at the time of sale based on our actual historical product return rates and expected repair costs. Such costs have been within our expectations. Indemnities In connection with the sales and manufacturing of our commercial products, we indemnify, without limit or term, our customers and contract manufacturers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total. Historically, we have not incurred any expenses related to these indemnities. Research and Development Costs Research and development costs are charged to expense as incurred and include salary, facility, depreciation and material expenses. Research and development costs are charged to research and development expense. Inventories Inventories were stated at the lower of cost or net realizable value, with costs primarily determined using standard costs, which approximate actual costs utilizing the first-in, first-out method. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our April 3, 2021 and December 31, 2020 net inventory value was $68,000. During the three month period ending March 28, 2020 we ceased production of our Conductus wire and expensed the remaining $190,000 of wire inventory. Preferred interest in real estate We entered into a Securities Purchase Agreement with Clearday, which was consummated on July 6, 2020, pursuant to which we issued 400,000 shares of our common stock in exchange for a preferred interest in real estate we value at $1.6 million, implying a purchase price of $4.00 per share, based on the intraday stock trading price. The fair value of the real estate was based on the fact the building was acquired by Clearday in an arm’s-length all-cash purchase in November 2019 and a recent broker’s price report. Property and Equipment Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements and assets financed under capital leases are amortized over the shorter of their useful lives or the lease term. Furniture and fixtures are depreciated over seven years. Expenditures for additions and major improvements are capitalized. Expenditures for minor tooling, repairs and maintenance and minor improvements are charged to expense as incurred. When property or equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts. Gains or losses from retirements and disposals are recorded in selling, general and administration expenses. During the three month period ending March 28, 2020 we ceased production of our Conductus wire and sold most of our production wire equipment for a gain of $510,000. Patents, Licenses and Purchased Technology Patents and licenses are recorded at cost and are amortized using the straight-line method over the shorter of their estimated useful lives or seventeen years. During the three month period ending March 28, 2020 we ceased production of our Conductus wire and sold many Conductus wire patents for no gain or loss and we also recognized a $134,000 impairment of other patents. Other Assets and Investments The realizability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in the business are written off in the period identified since they will no longer be used in operations and generate any positive cash flows for us. Periodically, long-lived assets that will continue to be used by us will need to be evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections, as well as alternative uses, such as government contracts or awards. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets will be written down to their estimated fair value. We tested our long-lived assets at April 3, 2021 and none of our long-lived assets had book value. Loss Contingencies In the normal course of our business, we are subject to claims and litigation, including allegations of patent infringement. Liabilities relating to these claims are recorded when it is determined that a loss is probable and the amount of the loss can be reasonably estimated. Legal fees are recorded as services are provided. The costs of our defense in such matters are charged to operations as incurred. Insurance proceeds recoverable are recorded when deemed probable. Income Taxes We recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The guidance further clarifies the accounting for uncertainty in income taxes and sets a consistent framework to determine the appropriate level of tax reserve to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized and sets out disclosure requirements to enhance transparency of our tax reserves. Unrecognized tax positions, if ever recognized in the condensed consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. No liabilities for uncertain tax positions were recorded in the current year. No interest or penalties on uncertain tax positions have been expensed to date. We are not under examination by any taxing authorities. Our federal statute of limitations for examination of us is open for 2016 and subsequent filings. As of December 31, 2020, we had net operating loss carryforwards for federal and state income tax purposes. We concluded that under the Internal Revenue Code change of control limitations, a maximum of $14.2 million of our $297.9 net operating loss carryforwards, which expire in the years 2021 through 2038, would be available for reduction of taxable income and reduced both the deferred tax asset and valuation allowance accordingly. Due to the uncertainty surrounding their realization, we recorded a full valuation allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been recorded in the accompanying condensed consolidated balance sheets. Marketing Costs All costs related to marketing and advertising our products are charged to expense as incurred or at the time the advertising takes place. Advertising costs were not material in each of the quarters ended April 3, 2021 and March 28, 2020. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding in each year. Net loss available to common stockholders is computed after deducting accumulated dividends on cumulative preferred stock, deemed dividends and accretion of redemption value on redeemable preferred stock for the period and beneficial conversion features on issuance of convertible preferred stock. Potential common shares are not included in the calculation of diluted loss per share because their effect is anti-dilutive. Stock-based Compensation Expense We grant both restricted stock awards and stock options to our key employees, directors and consultants. For the quarters ended April 3, 2021 and March 28, 2020, no options or awards were granted. The following table presents details of total stock-based compensation expense that is included in each functional line item on our condensed consolidated statements of operations: Three months ended April 3, 2021 March 28, 2020 Cost of commercial product revenues $ - $ 1,000 Research and development - 2,000 Selling, general and administrative - 18,000 Total stock-based compensation expense $ - $ 21,000 Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant estimates in the preparation of the financial statements relate to the assessment of the carrying amount of accounts receivable, fixed assets, intangibles, estimated provisions for warranty costs, fair value of warrant derivatives, income taxes and disclosures related to litigation. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. Fair Value of Financial Instruments We have estimated the fair value amounts of our financial instruments using the available market information and valuation methodologies considered appropriate. We determined the book value of our cash and cash equivalents, and other current liabilities according to their approximate fair value as of April 3, 2021. Comprehensive Income We have no items of other comprehensive income in any period and consequently have not included a Statement of Comprehensive Income. Segment Information We have historically operated in a single business segment: the research, development, manufacture and marketing of high performance products used in cellular base stations. We derived net commercial product revenues primarily from the sales of our AmpLink and SuperPlex products which we sold directly to wireless network operators in the United States. Net revenues derived principally from government contracts are presented separately on the consolidated statements of operations for all periods presented. Certain Risks and Uncertainties On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We will maintain operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus® wire. The plan also included a 70% employee workforce reduction. On February 26, 2020, we entered into a definitive merger agreement Clearday a privately-held company dedicated to delivering next generation longevity care and wellness services, whereby a wholly-owned subsidiary of STI will merge with and into Clearday in a stock-for-stock transaction with Clearday, with Clearday surviving and becoming a wholly-owned subsidiary of STI, which will then change its name to Clearday, Inc. See “Our Future Business” above for more information. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation We have incurred significant net losses since our inception and have an accumulated deficit of $331.9 million. In 2020, we incurred a net loss of $3.0 million and had negative cash flows from operations of $3.1 million. In 2019, we had an accumulated deficit of $329 million, a net loss of $9.2 million and negative cash flows from operations of $8.8 million. At December 31, 2020, we had $1.3 million in cash. Our cash resources may therefore not be sufficient to fund our business through the end of the current fiscal year. Therefore, unless we can successfully implement our strategic alternatives plan including, among others, a strategic investment financing which would allow us to pursue our current business plan, a business combination such as our merger with Clearday, or a sale of STI, we will need to raise additional capital during this fiscal year ending December 31, 2021 to maintain our viability. Additional financing may not be available on acceptable terms or at all. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of common stock. These factors raise substantial doubt about our ability to continue as a going concern. Our plans regarding improving our future liquidity will require us to successfully implement our strategic plan to explore strategic alternatives focused on maximizing shareholder value. Strategic alternatives considered included, among others, a strategic investment financing which would allow the company to pursue its current business plan, a business combination such as a merger with another party, or a sale of STI. On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We will maintain operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus® wire. The plan also included a 70% employee workforce reduction. As noted above, on February 26, 2020, we entered into a definitive merger agreement with Allied Integral United, Inc. (which will change its name to, and is therefore referred herein as, “Clearday”), a privately-held company dedicated to delivering next generation longevity care and wellness services, whereby our wholly-owned subsidiary will merge with and into Clearday in a stock-for-stock transaction with Clearday (the “Merger”), with Clearday surviving and becoming our wholly-owned subsidiary, which will then change its name to Clearday, Inc (the “Merger Agreement”). As previously disclosed, on May 12, 2020, the Merger Agreement was amended by the parties to (i) add a covenant that the parties shall use their commercially reasonable efforts to cause STI to at all times remain listed on the Nasdaq Capital Market (or higher tier) and that if STI ceases to be listed on the Nasdaq Capital Market then the parties shall (including after the closing of the Merger) use their commercially reasonable efforts to cause STI to become listed on either the Nasdaq Capital Market or the NYSE MKT as promptly as reasonably possible, (ii) remove the conditions to closing the Merger that Nasdaq must determine that all listing deficiencies have been cured and determine to approve the listing of STI’s common stock on the Nasdaq and remove any other provisions in the Merger Agreement of like effect, (iii) extend the “outside date” for the Merger to close until the close of business on September 21, 2020 and (iv) require a customary tax representation letter from STI as a closing condition As previously disclosed, due to our failure to comply with its listing conditions, the Nasdaq Stock Market notified us that it intended to complete the delisting of our common stock by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission, which it did on February 2, 2021. Our common stock is no longer listed on a National Securities Exchange. Our stock trades on the OTC QB Market. As also previously disclosed, we announced that, although the “outside date” of our Merger Agreement with Clearday has expired, both the Company and Clearday intended to finalize an amendment to the Merger Agreement or enter into a new merger agreement and proceed with the merger. Clearday has informed us that the listing of our common stock on the Nasdaq would not be a condition to the closing of the merger. The parties are negotiating a new merger agreement (instead of an extension to the Merger Agreement) that would result in a similar all stock reverse acquisition of us, however there is no assurance that the parties will complete such negotiation successfully or conclude the merger or any transaction at all. Clearday has paid us $120,000 as a good faith, non-refundable, payment to provide us cash flow support as we negotiate a new merger agreement. As discussed below, we also obtained a Paycheck Protection Program loan of approximately $468,000. We believe these funds will be sufficient to conclude a merger with Clearday, if one can be negotiated and our shareholders approve the transaction by the third quarter of 2021. There is no assurance that this will occur and indeed there are significant risks that it will not occur. If a merger is consummated with Clearday, of which there is no assurance, the merged company will focus on the development of Clearday’s non-residential daily care service model as well as the continued operation of Clearday’s existing Memory Care America residential memory care facilities. As part of plans to develop and expand its assortment of innovative, non-residential daily care services, Clearday intends to leverage our existing Cryogenic Cooler as an enabling technology for one of its service offerings in the healthcare market. If a merger is not consummated with Clearday in the near future, we will likely be required to liquidate or declare bankruptcy, in which case there would likely be no payments to common stock holders. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of the uncertainties set forth above. On July 24, 2018, we effected a 1-for-10 reverse stock split of our common stock, or the 2018 Reverse Stock Split. As a result of the 2018 Reverse Stock Split, every ten shares of our pre-2018 Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The 2018 Reverse Stock Split did not change the authorized number of shares or the par value of our common stock. In 2019, we undertook steps to reduce our ongoing operating costs and we raised net cash proceeds of $3.9 million from the sale of our common and preferred shares and warrants. On September 9, 2020, we effected a 1-for-10 reverse stock split of our common stock, or the 2020 Reverse Stock Split. As a result of the 2020 Reverse Stock Split, every ten shares of our pre-2020 Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The 2020 Reverse Stock Split changed the authorized number of shares from 250,000,000 to 25,000,000. The par value of our common stock remained $0.001. Share and per share data included in the consolidated financial statements, as well as the notes to consolidated financial statements have been retroactively adjusted, as applicable, for the effect of the reverse stock splits. Certain of the information contained in the documents incorporated by reference herein and therein present information on our common stock on a pre-reverse stock split basis. Recent Accounting Pronouncements Effective January 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Effective January 1, 2018, the Company adopted the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In July 2017, the FASB issued ASU 2017-11, Earnings Per Shares (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815) In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements Principles of Consolidation The consolidated financial statements include the accounts of Superconductor Technologies Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated from the consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Cash and cash equivalents are maintained with what management believes to be quality financial institutions and exceed FDIC limits. Historically, we have not experienced any losses due to such concentration of credit risk. Accounts Receivable We grant uncollateralized credit to our customers. We perform usual and customary credit evaluations of our customers before granting credit. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience. Past due balances are reviewed for collectability. Account balances are charged off against the allowance when we deem it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers. Revenue Recognition On January 1, 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers Commercial revenues are recognized once all of the following conditions have been met: a) an authorized purchase order has been received in writing, b) the customer’s credit worthiness has been established, c) shipment of the product has occurred, d) title has transferred, and e) if stipulated by the contract, customer acceptance has occurred and all significant vendor obligations, if any, have been satisfied. Government contract revenues are principally generated under research and development contracts. Revenues from research-related activities are derived from contracts with agencies of the U.S. Government. Credit risk related to accounts receivable arising from such contracts is considered minimal. All payments to us for work performed on contracts with agencies of the U.S. Government are subject to adjustment upon audit by the Defense Contract Audit Agency. Based on historical experience and review of our current project in process, we believe that adjustments from open audits will not have a significant effect on our financial position, results of operations or cash flows. Shipping and Handling Fees and Costs Shipping and handling fees billed to customers are included in net commercial product revenues. Shipping and handling fees associated with freight are generally included in cost of commercial product revenues. Warranties We offer warranties generally ranging from one to five years, depending on the product and negotiated terms of purchase agreements with our customers. Such warranties require us to repair or replace defective product returned to us during such warranty period at no cost to the customer. Our estimate for warranty related costs is recorded at the time of sale based on our actual historical product return rates and expected repair costs. Such costs have been within our expectations. Indemnities In connection with the sales and manufacturing of our commercial products, we indemnify, without limit or term, our customers and contract manufacturers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total. Historically, we have not incurred any expenses related to these indemnities. Research and Development Costs Research and development costs are charged to expense as incurred and include salary, facility, depreciation and material expenses. Research and development costs are charged to research and development expense. Inventories Inventories are stated at the lower of cost or net realizable value, with costs primarily determined using standard costs, which approximate actual costs utilizing the first-in, first-out method. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our inventory reserves establish a new cost basis for inventory and are not reversed until we sell or dispose of the related inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimated forecast of product demand and production requirements. Costs associated with idle capacity are charged to operations immediately. During 2020 we ceased production of our Conductus wire and expensed the remaining $190,000 of our wire inventory. Preferred interest in real estate On July 6, 2020, we entered into a Securities Purchase Agreement with Clearday, pursuant to which we acquired a preferred interest in real estate with a fair value of $1.6 million. The fair value of the real estate was based on the fact the building was acquired by Clearday in an arm’s-length, all-cash purchase, from an independent third party in November 2019. We obtained a broker’s price report indicating no material volatility in the building’s fair value since November 2019. In exchange for the preferred interest in the real estate, we issued 400,000 shares of our common stock a fair value $4.00 per share, based on the intraday stock trading price on July 6, 2020. Our preferential interest in the real estate is based solely upon an event of liquidation or dissolution of the real estate, which the Company cannot force; the Company will be entitled to proceeds from liquidation or dissolution up to $1.6 million. Property and Equipment Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements and assets financed under capital leases are amortized over the shorter of their useful lives or the lease term. Furniture and fixtures are depreciated over seven years. Expenditures for additions and major improvements are capitalized. Expenditures for minor tooling, repairs and maintenance and minor improvements are charged to operations as incurred. When property or equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts. During 2020 we ceased production of our Conductus wire and sold most of our production wire equipment for a gain of $510,000. There were no disposals in 2019. Patents, Licenses and Purchased Technology Patents and licenses are recorded at cost and are amortized using the straight-line method over the shorter of their estimated useful lives or approximately seventeen years. During 2020 we ceased production of our Conductus wire and sold many of our wire patents for no gain or loss and recognized a $134,000 impairment of other patents. Long-Lived Assets The realizability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in the business are written off in the period identified since they will no longer be used in operations and generate any positive cash flows for us. Periodically, long-lived assets that will continue to be used by us will need to be evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections, as well as alternative uses, such as government contracts or awards. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets will be written down to their estimated fair value. We tested our long lived assets for recoverability in each of the last three years and did not believe there was any impairment. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. Income Taxes We recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The guidance further clarifies the accounting for uncertainty in income taxes and sets a consistent framework to determine the appropriate level of tax reserve to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized and sets out disclosure requirements to enhance transparency of our tax reserves. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. No liabilities for uncertain tax positions were recorded in the current year. No interest or penalties on uncertain tax positions have been expensed to date. We are not under examination by any taxing authorities. The federal statute of limitations for examination of us is open for 2017 and subsequent filings. Additionally, the statute of limitations for examination of our net operating loss carryforwards is open for a 20 year period subsequent to each loss year. We implemented ASU 2016-09 during the first quarter of 2017 as stipulated in the FASB guidance for publicly traded entities. To account for the implementation of ASU 2016-09, we accounted for previously unrecognized excess tax benefits by recognizing those benefits. Due to our full valuation allowance, this recognition has no effect on the net accrual after the valuation allowance. Marketing Costs All costs related to marketing and advertising our products are charged to operations as incurred or at the time the advertising takes place. Advertising costs were not material in each of the three years in the period ended December 31, 2020. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding in each year. Net loss available to common stockholders is computed after deducting accumulated dividends on cumulative preferred stock, deemed dividends and accretion of redemption value on redeemable preferred stock for the period and beneficial conversion features on issuance of convertible preferred stock. Potential common shares are not included in the calculation of diluted loss per share because their effect is anti-dilutive. Stock-based Compensation Expense We have in effect several equity incentive plans under which stock options and awards have been granted to employees and non-employee members of the Board of Directors. We are required to estimate the fair value of share-based awards on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We evaluate the assumptions used to value stock options on a quarterly basis. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of our equity awards, as they do not consider other factors important to those awards to employees, such as continued employment and periodic vesting. The following table presents details of total stock-based compensation expense that is included in each functional line item on our consolidated statements of operations: 2020 2019 2018 Cost of Commercial product revenues $ 3,000 $ 3,000 $ 3,000 Research and development 9,000 10,000 12,000 Selling, general and administrative 68,000 74,000 69,000 $ 80,000 $ 87,000 $ 84,000 The impact to the consolidated statements of operations for 2020, 2019 and 2018 on basic and diluted earnings per share was $0.03, $0.12 and $0.42, respectively. No stock compensation cost was capitalized during the three year period ended December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant estimates in the preparation of the consolidated financial statements relate to the assessment of the carrying amount of accounts receivable, inventory, fixed assets, preferred interest in real estate, intangibles, fair value of options and warrants, estimated provisions for warranty costs, accruals for restructuring and lease abandonment costs, contract revenues, income taxes and disclosures related to the litigation. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. Fair Value of Financial Instruments We have estimated the fair value amounts of our financial instruments using the available market information and valuation methodologies considered appropriate. We determined the book value of our cash and cash equivalents, accounts receivable, and other current assets and other current liabilities as of December 31, 2020 and December 31, 2019 approximate fair value. The fair value of our warrant derivative liability was estimated using the Binomial Lattice option valuation model. Fair value for financial reporting purposes is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date, ASC 820, “ Fair Value Measurement and Disclosures”, Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The fair value of our warrant liabilities was determined based on level 3 inputs. These derivative liabilities, which expired in August 2018 and had no value at December 31, 2019 or December 31, 2020, were adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as Adjustment to Fair Value of Derivatives. Comprehensive Income We have no items of other comprehensive income in any period and consequently have not included a Statement of Comprehensive Income. Segment Information We have historically operated in a single business segment: the research, development, manufacture and marketing of high performance products used in cellular base stations. We derived net commercial product revenues primarily from the sales of our AmpLink and SuperPlex products which we sold directly to wireless network operators in the United States. Net revenues derived principally from government contracts are presented separately on the consolidated statements of operations for all periods presented. Certain Risks and Uncertainties With respect to our historical Conductus wire business, we expected to also have some customer concentration in that business as we commercialized our wire product. The loss of or reduction in sales, or the inability to collect outstanding accounts receivable, from any significant customer could have a material adverse effect on our business, financial condition, results of operations and cash flows. We relied on a limited number of suppliers for key components of our products. The loss of any of these suppliers could have material adverse effect on our business, financial condition, results of operations and cash flows. Since early 2020, when we ceased additional manufacturing of our Conductus wire, much of this risk was limited. In connection with the sales of our commercial products, we indemnify, without limit or term, our customers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total. If a merger is consummated with Clearday, of which there is no assurance, the merged company will focus on the development of Clearday’s non-residential daily care service model as well as the continued operation of Clearday’s existing Memory Care America residential memory care facilities. As part of plans to develop and expand its assortment of innovative, non-residential daily care services, Clearday intends to leverage our existing Cryogenic Cooler as an enabling technology for one of its service offerings in the healthcare market. If a merger is not consummated with Clearday in the near future, we will likely be required to liquidate or declare bankruptcy, in which case there would likely be no payments to common stock holders. For more risks of our business, see Item 1A, “Risk Factors” in this Report and other filings with the Securities and Exchange Commission. | |
Allied Integral United Inc [Member] | |||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies and Basis of Presentation Principles of Consolidation . In November 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share (the “Alt Care Preferred Stock”). The certificate of incorporation of AIU Alt Care authorizes 1,500,000 shares of preferred stock of which 700,000 is designated Alt Care Preferred Stock; and 1,500,000 of common stock. Each share of The Alt Care Preferred Stock has a stated value equal to the $10.00 Alt Care Preferred Stock original issue price. The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company’s common stock. For the three months ended March 31, 2021, $257,000 was invested in the company in exchange for 25,700 shares. In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund, which is managed by AIU Impact Management, LLC as the general partner, owns 1% of Clearday OZ Fund and allocates 99% of NCI gains and losses accordingly. For the three months ended March 31, 2021, Clearday OZ Fund issued 41,317 units of limited partnership units in the amount $413,166. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statement of operations. The asset, liabilities and employees transferred to the Company in the 2018 Acquisition Merger met the definition of a business, and so qualified as a change in reporting entity under ASC 250-10-45-21. As such, the historical financial statements of the transferred businesses are deemed to be those of the Company, even for the period prior to the 2018 Acquisition Merger and prior to the formation of the Company. As a transfer of businesses to an entity under common control, the assets and liabilities of the business were transferred at historical carrying values. Accordingly, following the 2018 Acquisition Merger, the financial results and financial position of the Company, the affiliated private funds and the subsidiaries of the affiliated private funds are retrospectively adjusted to give effect to the 2018 Acquisition Merger in the financial statements of periods presented prior to the 2018 Acquisition Merger, recorded at their respective carrying values similar to a pooling-of-interests. Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All intercompany accounts and transactions have been eliminated in consolidation. Unaudited Interim Financial Information. Use of Estimates. Fair Value of Financial Instruments. Cash and Restricted Cash. Restricted cash as of March 31, 2021 and December 31, 2020 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. Investments. Software Capitalization. Earnings Per Share. Concentrations of Credit Risk. Accounts Receivable and Allowance for Doubtful Accounts. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2020 63,895 68,911 (63,895 ) 68,911 March 31, 2021 68,911 275,652 (68,911 ) 275,652 Assets and Liabilities Held for Sale. Property and Equipment. Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3). Gain (Loss) on Sale of Assets. Legal Proceedings and Claims. Contingencies Lease Accounting. Leases Lessee The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers) The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 to 17 years and may contain renewal options. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of March 31, 2021. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s unaudited condensed consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of March 31, 2021. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor The Company’s lessor arrangements primarily include tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. Income Taxes. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its consolidated statements of operations. Revenue Recognition. Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Core Business – Continuing Operations Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. For the three months ended March 31, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 3,624,139 96.8 % $ 3,266,917 96.4 % Amenities and conveniences - point in time 119,922 3.2 % 120,932 3.6 % Total revenue from contracts with customers $ 3,744,061 100.00 % $ 3,387,849 100.00 % The following table presents revenue disaggregated by type of contract: For the three months ended March 31, 2021 2020 Revenue from contracts with customers: Resident rent $ 3,413,311 $ 2,819,894 Ancillary 203,328 491,632 Assisted living 119,922 67,814 Move-in fees 7,500 8,509 Total revenue from contracts with customers 3,744,061 3,387,849 Total revenues $ 3,744,061 $ 3,387,849 Discontinued Operations Hotels. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. The Company’s performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel’s restaurant, bar or other facilities. The Company’s performance obligations are fulfilled at the time that food and beverage is purchased and provided to the customers. Other revenues such as cancellation fees, telephone services or ancillary services such as laundry are recognized at the point in time or over the time period that the associated good or service is provided. Payment received for a future stay is recognized as an advance deposit, which is included in Other Current Liabilities in Discontinued Operations on the Company’s consolidated balance sheet (see Note 5 – Discontinued Operations). Advance deposits are recognized as revenue when rooms are occupied, or goods or services have been delivered or rendered to customers. Advance deposits are generally recognized as revenue within a one-year period. Commercial Shopping Centers and other Rental Properties. PPP Loan The Company recognizes PPP loans as debt instruments in accordance with ASC 470, Debt. HHS Government Grants The Company recognizes income for government grants when grant proceeds are received and the Company determines it is reasonably assured that it will comply with the conditions of the grant, the Company will recognize the distributions received in the income statement on a systematic and rational basis. The Company will estimate the fair value of the grant using the applicable HHS definitions of health care related expenses and lost revenue attributable to COVID-19, considering the Company’s projected and actual results at the end of each reporting period. Upon conclusion that AIU is reasonably assured that it has met the conditions of the grant, it must measure the amount of unreimbursed health-care related expenses and lost revenue related to COVID-19 at the end of each reporting period and release that amount from Refundable Advance to Other Revenue. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses In December 2019, the FASB also issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes | 2. Summary of Significant Accounting Policies and Basis of Presentation Principles of Consolidation . In November 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share (the “Alt Care Preferred Stock”). The certificate of incorporation of AIU Alt Care authorizes 1,500,000 shares of preferred stock of which 700,000 is designated Alt Care Preferred Stock; and 1,500,000 of common stock. Each share of The Alt Care Preferred Stock has a stated value equal to the $10.00 Alt Care Preferred Stock original issue price. The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company’s common stock. For the year ended December 31, 2020, $3,641,576 was invested in the company in exchange for 364,158 shares. In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund, which is managed by AIU Impact Management, LLC as the general partner, owns 1% of Clearday OZ Fund and allocates 99% of NCI gains and losses accordingly. For the year ended December 31, 2020, Clearday OZ Fund issued 99,038 units of limited partnership units in the amount $990,387. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the consolidated statement of operations. The asset, liabilities and employees transferred to the Company in the 2018 Acquisition Merger met the definition of a business, and so qualified as a change in reporting entity under ASC 250-10-45-21. As such, the historical financial statements of the transferred businesses are deemed to be those of the Company, even for the period prior to the 2018 Acquisition Merger and prior to the formation of the Company. As a transfer of businesses to an entity under common control, the assets and liabilities of the business were transferred at historical carrying values. Accordingly, following the 2018 Acquisition Merger, the financial results and financial position of the Company, the affiliated private funds and the subsidiaries of the affiliated private funds are retrospectively adjusted to give effect to the 2018 Acquisition Merger in the financial statements of periods presented prior to the 2018 Acquisition Merger, recorded at their respective carrying values similar to a pooling-of-interests. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates. Fair Value of Financial Instruments. Cash and Restricted Cash. Restricted cash as of December 31, 2020 and 2019 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. Investments. Software Capitalization. . Once the software has been developed, the costs to maintain and train others for its use will be expensed. Earnings Per Share. Concentrations of Credit Risk. Accounts Receivable and Allowance for Doubtful Accounts. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2019 53,597 63,895 (53,597 ) 63,895 December 31, 2020 63,895 68,911 (63,895 ) 68,911 Assets and Liabilities Held for Sale. Property and Equipment. Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3). Gain (Loss) on Sale of Assets. Legal Proceedings and Claims. e establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Contingencies Lease Accounting. Leases Lessee The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers) The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 to 17 years and may contain renewal options. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of December 31, 2020. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of December 31, 2020. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor The Company’s lessor arrangements primarily include tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. Income Taxes. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its consolidated statements of operations. Revenue Recognition. Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Core Business – Continuing Operations Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. For the years ended December 31, 2020 % 2019 % Revenue from contracts with customers: Resident rent - over time $ 12,287,423 97.1 % $ 12,201,291 97.6 % Amenities and conveniences - point in time 368,104 2.9 % 297,828 2.4 % Total revenue from contracts with customers 12,655,527 100 % 12,499,119 100 % The following table presents revenue disaggregated by type of contract: For the years ended December 31, 2020 2019 Revenue from contracts with customers: Resident rent $ 11,961,108 $ 11,821,407 Ancillary 368,104 297,828 Assisted living 279,556 258,105 Move-in fees 46,759 121,779 Total revenue from contracts with customers 12,655,527 12,499,119 Total revenues $ 12,655,527 $ 12,499,119 Discontinued Operations Hotels. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. The Company’s performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel’s restaurant, bar or other facilities. The Company’s performance obligations are fulfilled at the time that food and beverage is purchased and provided to the customers. Other revenues such as cancellation fees, telephone services or ancillary services such as laundry are recognized at the point in time or over the time period that the associated good or service is provided. Payment received for a future stay is recognized as an advance deposit, which is included in Other Current Liabilities in Discontinued Operations on the Company’s consolidated balance sheet (see Note 5 – Discontinued Operations). Advance deposits are recognized as revenue when rooms are occupied, or goods or services have been delivered or rendered to customers. Advance deposits are generally recognized as revenue within a one-year period. Commercial Shopping Centers and other Rental Properties. PPP Loan The Company recognizes PPP loans as debt instruments in accordance with ASC 470, Debt. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses In December 2019, the FASB also issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes |
Real Estate, Property and Equip
Real Estate, Property and Equipment, Net (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allied Integral United Inc [Member] | ||
Real Estate, Property and Equipment, Net | 3. Real Estate, Property and Equipment, Net Real estate, property and equipment, net consist of the following: Memory Care Facilities and corporate: Estimated Useful Lives March 31, 2021 December 31, 2020 Land $ 1,940,389 $ 1,940,389 Building and building improvements 39 years 7,278,900 7,277,693 Furniture, fixtures, and equipment 3-7 years 3,087,681 2,588,781 Total 12,306,970 11,806,863 Less accumulated depreciation (3,121,425 ) (2,953,579 ) Real estate, property and equipment, net $ 9,185,545 $ 8,853,284 Non-core businesses classified as assets held for sale: Estimated Useful Lives March 31, 2021 December 31, 2020 Land $ 2,892,195 $ 4,288,915 Building and building improvements 39 years 3,240,990 5,898,419 Furniture, fixtures and equipment 3-7 years 1,474,948 2,099,568 Other 67,972 200,969 Total 7,676,105 12,487,871 Less accumulated depreciation (2,313,269 ) (4,175,035 ) Real estate, property and equipment, net $ 5,362,836 $ 8,312,836 The Company recorded depreciation expense relating to real estate, property, and equipment for the Company’s memory care facilities and corporate assets in the amount of $174,459 and $154,128 for the three months ended March 31, 2021 and 2020, respectively. The Company has reviewed the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication that the value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value. The Company determined estimated fair value based on input from market participants, the Company’s experience selling similar assets, market conditions and internally developed cash flow models that the Company’s assets or asset groups are expected to generate, and the Company considers these estimates to be a Level 3 fair value measurement. There were no long-lived asset impairment charges for the three months ended March 31, 2021 or 2020, in continuing operations. On April 29, 2020, the Company executed a side agreement with the lender of the SeaWorld Hotel Note (“SeaWorld Forbearance Agreement”) as a result of the financial hardship experienced by the SeaWorld due to the COVID-19 pandemic. The SeaWorld Forbearance Agreement provides for the lender to forbear exercising its rights and remedies until September 2020 conditioned on the Company’s continued cooperation and provision of financial reports demonstrating financial hardship. This note is guaranteed by certain officers and directors of the Company. The SeaWorld Forbearance Agreement also provides for the following amendments to the SeaWorld Hotel Note: ● Maturity date is extended until January 1, 2021; ● Two six-month extension options are exercisable from January 1, 2021; ● Interest payments due between April 1, 2020 and June 1, 2020 will be paid from reserve or escrow funds held by the lender; ● Monthly payments due July 1, 2020, August 1, 2020 and September 1, 2020 are payable in the amounts of $10,000, $20,000, and $20,000, respectively, with the remainder of the interest due accruing and becoming payable on January 1, 2021; ● Stated monthly payments for interest, tax and insurance escrows due under the SeaWorld Hotel Note are due and payable commencing with the payment due October 1, 2020; ● Because tax and insurance escrow proceeds will be utilized for unpaid interest during the period of forbearance, the Company is required to separately make any required tax or insurance payments to its vendors; ● If the Company receives certain forms of insurance or financial relief, the Company must bring its obligations current under the terms of the SeaWorld Hotel Note. As of March 31, 2021, the Company signed an agreement (effective March 11, 2021) with Pender whereby they agree to deed the property back to the lender. Upon the closing of the sale of the property for less than the amounts owed under the loan, Pender can collect up to $300,000 from the guarantors of the loan for such a deficiency, as well as $150,000 in fees. | 3. Real Estate, Property and Equipment, Net Real estate, property and equipment, net consist of the following: Memory Care Facilities and corporate: Estimated Useful Lives December 31, 2020 December 31, 2019 Land $ 1,940,389 $ 1,940,389 Building and building improvements 39 years 7,277,693 7,124,278 Furniture, fixtures and equipment 3-7 years 2,588,781 2,401,012 Total 11,806,863 11,465,679 Less accumulated depreciation (2,953,579 ) (2,354,819 ) Real estate, property and equipment, net $ 8,853,284 $ 9,110,860 Non-core businesses classified as assets held for sale: Estimated Useful Lives December 31, 2020 December 31, 2019 Land and land improvements $ 4,288,915 $ 8,250,908 Building and building improvements 39 years 5,898,419 16,219,171 Furniture, fixtures and equipment 5-7 years 2,099,568 3,252,996 Other 3-5 years 200,969 342,521 Total 12,487,871 28,065,596 Less accumulated depreciation (4,175,035 ) (8,325,308 ) Real estate, property and equipment, net $ 8,312,836 $ 19,740,288 The Company recorded depreciation expense relating to real estate, property, and equipment for the Company’s memory care facilities and corporate assets in the amount of $601,314 and $576,637 for the years ended December 31, 2020 and 2019, respectively. The Company has reviewed the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication that the value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value. The Company determined estimated fair value based on input from market participants, the Company’s experience selling similar assets, market conditions and internally developed cash flow models that the Company’s assets or asset groups are expected to generate, and the Company considers these estimates to be a Level 3 fair value measurement. There were no long-lived asset impairment charges for the year ended December 31, 2020 or 2019, in continuing operations. Based on the Company’s review of carrying value of long-lived assets included in discontinued operations, the Company concluded that a) several of its properties were sold and did not warrant consideration; b) certain properties belonging to their continuing operations segment generate revenue, are cash flow positive and have assets with low carrying values as compared to the recoverable amounts and therefore do not meet impairment requirements; and that c) several properties might be impaired due to extended closures. Both the SeaWorld and Buda hotels have experienced extended closures since March 2020 due to the COVID-19 pandemic and this has meant significant reductions in cash flows and on the ability to repay the mortgage loans on the properties in 2020. The Company is currently in the process of attempting to sell both the SeaWorld and the Buda hotels and has impaired both assets by $1,586,000 and $811,060, respectively, as of December 31, 2020. |
Short Term Borrrowings
Short Term Borrrowings | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short Term Borrowings | Note 3 — Short Term Borrowings None |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | Note 4 — Income Taxes We incurred a net loss in each year of operation since inception resulting in no current or deferred tax expense for 2020, 2019 or 2018. As of December 31, 2020, the Company’s foreign subsidiaries had negative earnings and profits. As a result, no income tax provision was required for the deemed repatriation tax or the global intangible low tax income (GILTI) tax. The benefit for income taxes differs from the amount obtained by applying the federal statutory income tax rate to loss before benefit for income taxes for 2020, 2019 and 2018 as follows: 2020 2019 2018 Tax benefit computed at federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) in taxes due to: Change in tax rate under tax reform — — — Change in valuation allowance (21.0 ) (21.0 ) (21.0 ) — % — % — % The significant components of deferred tax assets (liabilities) at December 31 are as follows: 2020 2019 Loss carryforwards $ 2,990,000 $ 3,662,000 Depreciation & Amortization 76,000 684,000 Stock Option Compensation 17,000 394,000 Other 84,000 132,000 Less: valuation allowance (3,167,000 ) (4,872,000 ) $ — $ — As of December 31, 2020, we had net operating loss carryforwards for federal and state income tax purposes of approximately $297.9 million which of which expire in the years 2021 through 2038. Of these amounts, $50.8 million resulted from the acquisition of Conductus. We also had $15.6 million of Federal net operating losses from post 2017 years which do not expire. Under the Internal Revenue Code change of control limitations, a maximum of $14.2 million will be available for reduction of future taxable income. Due to the uncertainty surrounding their realization, we have recorded a full valuation allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been recorded in the accompanying balance sheet. The valuation allowance decreased by $814,000 in 2019 and decreased by $1,705,000 in 2020. Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rate of return (usually the “applicable federal funds rate,” as defined in the Internal Revenue Code) and the value of the corporation at the time of a “change of ownership” as defined by Section 382. We had changes in ownership in August 1999, December 2002, June 2009, August 2013, December 2016 and May 2019. In addition, we acquired the right to Conductus’ net operating losses, which are also subject to the limitations imposed by Section 382. Conductus underwent seven ownership changes, which occurred in February 1999, February 2001, December 2002, June 2009, August 2013, December 2016 and May 2019. Therefore, the ability to utilize Conductus’ and our net operating loss carryforwards of $285.9 million which were incurred prior to the 2019 ownership changes, will be subject in future periods to annual limitations of $115,000. Net operating losses released from this limitation and/or incurred by us subsequent to the ownership changes and therefore not subject to this limitation totaled $12.2 million. An additional $115,000 in losses were released from limitation during the year under Section 382. | |
Allied Integral United Inc [Member] | ||
Income Taxes | 11. Income Taxes The Company did not recognize a benefit or provision for income taxes for the Three Months ended March 31, 2021 and March 31, 2020. The Company evaluates its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company has assessed its position and decided that a 100% valuation allowance as of March 31, 2021 and March 31, 2020 is necessary at this time. For the three months ended March 31, 2021 2020 Current tax provision (benefit): Federal $ - $ - State - - Total current tax benefit - - Deferred Tax provision: Federal - - State - - Total deferred tax provision - - Total tax provision $ - $ - For the Three Months ended March 31, 2021 2020 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 6.7 % 6.7 % Other differences, net 0.0 % 0.0 % Valuation allowance -27.7 % -27.7 % Effective tax rate 0.0 % 0.0 % | 11. Income Taxes The Company did not recognize a benefit or provision for income taxes for the years ended December 31, 2020 and 2019. The Company evaluates its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company has assessed its position and decided that a 100% valuation allowance as of December 31, 2020 and 2019 is necessary at this time. For the years ended December 31, 2020 2019 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 6.7 % 6.7 % Other differences, net 0.0 % 0.0 % Valuation allowance -27.7 % -27.7 % Effective tax rate 0.0 % 0.0 % Significant components of the Company’s deferred tax assets and liabilities are as follows: For the years ended December 31, 2020 2019 Deferred income tax assets: Net Operating loss carry forward $ 11,041,793 $ 5,089,744 Depreciation and amortization 25,081 (1,257,406 ) Non-qualified stock compensation 1,699,935 - Allowance for doubtful accounts 676,567 145,188 Asset impairment 2,397,114 - Intangible assets 1,555,600 2,112,056 Accrued expenses 52,992 171,277 Investments 701,618 701,618 Unrealized losses 1,284,000 - Other 42,088 405,163 Interest limitation 163j 2,618,046 2,618,046 Total gross deferred income tax asset 22,095,554 9,985,686 Valuation allowance (22,095,554 ) (9,985,686 ) Net deferred income tax assets - - Deferred income tax liabilities: $ - $ - As of December 31, 2020, and 2019, the Company had federal net operating loss carryforwards of $5,952,049 and $5,089,744 respectively. The Company determined that it will be more likely than not that there will be inadequate profits against which any of the deferred tax assets can be offset. The Company does not consider estimates of future taxable income in its determination due to the existence of cumulative historical operating losses. |
Indebtedness (Allied Integral U
Indebtedness (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allied Integral United Inc [Member] | ||
Indebtedness | 6. Indebtedness As of March 31, 2021, and December 31, 2020, the current portion of long-term debt within the Company’s unaudited condensed consolidated financial statements for our core Memory care facilities is $5,129,855 and $1,623,375, respectively. As of March 31, 2021, and December 31, 2020, the debt associated with our current portion of long-term debt within the Company’s unaudited condensed consolidated financial statements for our assets held for sale as is $1,758,223 and $4,107,599, respectively. This debt is expected to be repaid with the proceeds from the sales. See Note 2 – Summary of Significant Accounting Policies for more information about the Company’s assets held for sale. Interest and Future Maturities The Company has recorded interest expense in the accompanying unaudited condensed consolidated financial statements of $78,781 and $90,775 for the three months ended March 31, 2021 and 2020, respectively, and $23,825 and $312,346 for discontinued operations for the same periods. Long-term Debt Continuing Core Discontinued Non-Core Total 2021 - Remainder of 2021 $ 5,129,855 $ 1,758,223 $ 6,888,078 2022 564,590 184,366 748,956 2023 485,937 499,185 985,122 2024 193,449 214,760 408,209 2025 99,485 231,519 331,004 Thereafter 2,314,231 3,731,097 6,045,328 Total obligations $ 8,787,547 $ 6, 619,149 $ 15,406,696 The following table summarizes the maturity of the Company’s long-term debt and notes payable as of March 31, 2021: Maturity Date Interest Rate March 31, 2021 December 31, 2020 Memory Care (Core) Facilities: Naples Mortgage December-2041 3.99 % $ 2,710,207 $ 2,731,100 MCA Invesque Loan January-2024 8.5 % 1,505,005 1,610,577 New Braunfels Business Loan March-2022 6.25 % 153,088 185,359 Gearhart Loan April-2021 7 % 238,578 238,578 Cerniglia Note December-2021 9.85 % 325,000 325,000 SBA PPP Loan May-2022 1 % 2,855,669 1,364,962 Equity Secure Fund I, LLC March - 2022 11.50 % 1,000,000 - Notional amount of debt 8,787,547 6,455,576 Less: current maturities 5,129,855 1,623,375 $ 3,657,692 $ 4,832,201 Non-core businesses classified as liabilities held for sale: Hotels: Seaworld Hotel Note (1) January-2021 Variable $ 299,000 $ 3,395,000 Buda Hotel Note (2) January-2037 Variable 4,013,425 4,046,771 SBA PPP Loan May-2022 1 % 604,800 255,300 Buda Tax Loans June-2028 8.99 % 466,713 271,365 Notional amount of debt 5,383,938 7,968,436 Less: current maturities 1,045,624 3,395,000 $ 4,338,314 $ 4,573,436 Real Estate: Artesia Note (3) June-2033 Variable $ 235,211 $ 238,168 Tamir Note March-2022 12 % 300,000 300,000 Leander Note April-2022 12.75 % 700,000 700,000 Notional amount of debt 1,235,211 1,238,168 Less: current maturities 712,599 712,599 $ 499,857 $ 502,814 As of March 31, 2021, included in the current portion of long-term debt on the accompanying unaudited condensed balance sheet is $224,207 of unamortized debt discount. As of December 31, 2020, included in long term debt on the accompanying unaudited condensed balance sheet is $21,528 of unamortized debt discount. Notes: (1) Interest equal to $1,000 per day for 60 days, $1,500 per day through September 17, 2019 and interest rates between 20% and 40%; refer to detail below, as in default above (2) Interest rate equal to greater of 10.5% or 30-day LIBOR plus 8.175% (3) Interest rate equal to greater of 10.5% or 30-day LIBOR plus 8.175% (4) Interest rate equal to Wall Street Journal Prime plus 2.75% (5) Interest rate equal to greater of 6.0% or Prime plus 1.0 Maturity Date Interest Rate March 31, 2021 December 31, 2020 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partners note December 2025 0.09 % $ 111,208 $ - Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 611,208 500,000 Guarantee Fees 283,023 139,883 $ 894,231 $ 639,883 Core Businesses (Discontinued Continuing Operations) Notes Payable Cibolo Creek Partners note December 2025 0.09 % $ 530,596 $ 641,804 Notional amount of debt 530,596 641,804 Guarantee Fees - 143,141 $ 530,596 $ 784,945 Memory Care Facilities Debt Naples Mortgage In connection with the Company’s purchase of its memory care facility in Naples, Florida in 2013, it assumed the underlying mortgage with Housing & Healthcare Finance, LLC, dated November 23, 2011. This mortgage is a financing administered by the U.S. Department of Housing and Urban Development or HUD. The original mortgage totaled $3.4 million. The mortgage is collateralized by a security interest in the Naples property and other assets within the Naples property. The mortgage has reducing prepayment penalties through December 31, 2021. The prepayment penalty is 2% during 2020 and 1% during 2021. The mortgage has an interest rate of 3.99%. On April 29, 2021, the Company executed a promissory note with Benworth Capital Partners, LLC in the amount of $4,550,000. The original Naples Mortgage was paid off in the amount of $2,739,195 and there were closing costs of $354,357 which netted the Company proceeds in the amount of $1,456,448. This is a one-year home equity loan with interest only payments at a fixed interest rate of 9.95%. The loan guaranteed by certain officers and is secured by the memory care facility in located at 2626 Goodlette-Frank Road, Naples, Florida 34105. MCA Loan On November 6, 2017, the Company executed a promissory note for $600,000 with Mainstreet Health Financing, LP. The loan had no prepayment penalties. In January 2018, a principal payment of $300,000 was made on this loan. In November 2018, this loan agreement was amended for the then-current principal balance of $300,000. Effective July 31, 2019, the Company signed an amended and restated promissory note with the landlord parties, as defined for the principal sum of $3.3 million (the “A&R MCA Note”), including the previously outstanding principal balance of $300,000. Proceeds from the loan were used to pay outstanding obligations to certain landlords of three leased memory care facilities related to a settlement agreement between the parties. See Note 7 – Commitments and Contingencies. In accordance with the A&R MCA Note, three principal payments totaling $1.5 million were made during 2019. Beginning January 2020, the Company is required to make monthly principal and interest payments of $47,812. The loan has a fixed interest rate of 8.5%. The note is guaranteed by certain officers and directors of the Company and is collateralized by a pledge of proceeds from the sale of Naples and Westover Town Center. New Braunfels Business Loan On December 23, 2015, the Company executed a business loan agreement with ServisFirst Bank for $600,000. In October 2019, the loan was extended and now matures in March 2022. The loan has a fixed interest rate of 6.25%. The note is guaranteed by certain officers and directors of the Company and is collateralized by furniture, fixtures and equipment at MCA New Braunfels. Gearhart Loan On April 1, 2012, the Company executed a promissory note with Betty Gearhart for $200,000 (the “Gearhart Note”). Interest accrues at a fixed rate of 7.0% and is payable quarterly in January, April, July and October. In April 2015, the Company executed the First Amended and Restated Promissory Note in the principal amount of $238,578, which extended the maturity date until April 2017. The note is collateralized by the debtor granting a security interest to Betty Gearhart including all assets of MCA, LLC as well as any proceeds (including insurance proceeds) of any and all of the foregoing collateral. The maturity date of the loan was further extended in April 2017, April 2018 and April 2020. The Second Amendment to the Amended and Restated Promissory Note (the “Second Amendment”) was executed on March 5, 2020 in the principal amount of $218,578 and has a maturity date of April 1, 2021. As of April 1, 2021 an extension agreement has not been reached, the note is currently in default. PPP Loan In May 2020, the Company was granted approximately $1.6 million under four separate loans under the Paycheck Protection Program (the “PPP Loans”) administered by the United States Small Business Administration (“SBA”) established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which has enabled the Company to retain the Company’s employees during the period of disruption created by the Coronavirus pandemic. The PPP Loans, which are evidenced by Notes issued by the Company (the “Note”), mature in May 2022 and bear interest at a fixed rate of 1.0% per annum, accruing from May 2020 (“Loan Date”) and payable monthly. No payments are due on the PPP Loans for six months from the date of first disbursement, but interest will continue to accrue during the deferment period. The Note is unsecured and guaranteed by the SBA. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Note provides for customary defaults, including failure to make payment when due or to fulfill the Company’s obligations under the notes or related documents, reorganizations, mergers, Consolidations or other changes to the Company’s business structure, and certain defaults on other indebtedness, bankruptcy events, adverse changes in financial condition or civil or criminal actions. The PPP Loans may be accelerated upon the occurrence of a default. In the first three months of March 2021, the Company received $1,490,706 related to their Memory Care facilities. Under the terms of the PPP, the PPP loans are forgivable up to the full principal amount of the loan and any accrued interest. An eligible borrow will not be responsible for any loan payment if the borrower uses all of the loan proceeds for forgivable purposes and employee and compensation levels are maintained or, if not, an applicable safe harbor exemption applies. The covered period is now defined as “the period beginning on the date the lender disburses the PPP loan and ending on any date selected by the borrower that occurs during the period (i) beginning on the date that is eight weeks after the date of disbursement and (ii) ending on the date that is 24 weeks after the date of disbursement.” With this new guidance, permissible expenses include payroll costs, qualified rent, utilities, mortgage interest and other interest payments. The Company intends to maximize the use of PPP Loan proceeds for qualifying expenses and intends to apply for forgiveness of the PPP Loans in accordance with the terms of the CARES Act. Whether forgiveness will be granted and in what amount is subject to an application to, and approval by, the SBA and may also be subject to further requirements in any regulations and guidelines the SBA may adopt. As of March 31, 2021, the Company received $2,855,668 in PPP funds related to their Memory Care facilities. Subsequently, in April 2021, the Company received a PPP loan from the First National Bank of Texas in the amount of $331,816 with a maturity date of April 2026. This PPP Loan, which is evidenced by Notes issued by the Company (the “Note”), mature in April 2026 and bear interest at a fixed rate of 1.0% per annum. No payments are due on this PPP loan until May 2022, but interest will continue to accrue during the deferment period. The Note is unsecured and guaranteed by the SBA. Once the PPP funds have been used, the Company can apply for loan forgiveness if at least 60% of the loan proceeds are used for payroll related expenses. ERTC Funds The Company is eligible to claim the employee retention tax credit (“ERTC”) for certain of our employees under the CARES act. The refundable tax credit for 2020 is available to employers that fully or partially suspend operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and is equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. We estimate that we will be eligible to claim tax credits of approximately $1.6 million for 2020 . The credit was modified and extended for wages paid from January 1, 2021 through June 30, 2021 by the Consolidated Appropriations Act, 2021, and we are assessing our eligibility to claim such credit. There can be no assurance that we will qualify for, or receive, tax credits in the amount we expect. Subsequently, on May 28, 2021, the Company received $885,852 in ERTC funds. Five C’s, LLC Loan This note exchange agreement between AIU, Inc. and the Five C’s, LLC (“Cerniglia”) is dated as of April 2019 and had an original outstanding balance of $650,000 whereas the noteholder and borrower agreed to assign 40,521 shares of the 6.75% Series A Cumulative Convertible Preferred stock of AIU, par value $0.01 per share under the note equal to $325,000 for shares. The balance of the note, including accrued and unpaid interest after the reduction of the balance due to the assignment of $325,000 shares of the 6.75% series A Cumulative Convertible Preferred stock is now $325,000 and is payable one year after the loan was funded by the noteholder, with a right of the borrower to extend the maturity date for an additional six-month period. As of December 31, 2020, the Cerniglia note was in default. Subsequently, in February 2021, an extension agreement was signed which includes an interest rate of 9.85% per annum as well as a new maturity date of December 31, 2021. This note can be extended by the parties for successive six-month periods unless the noteholder provides a notice to the borrower that the term shall not be extended on or prior to the date that is 30 days prior than the expiration of the note. 8800 Village Drive Loan On March 26, 2021, the Company executed a promissory note for $1,000,000 with Equity Secured Fund I, LLC. The loan matures on April 26, 2021 and is subject to one (1) twelve (12)-month extension option. The interest rate of the loan is 11.50% and is guaranteed by certain officers and is collateralized the building located at 8800 Village Drive in San Antonio, Texas. Total proceeds received by the Company was $803,063 after adjusting the interest for the period amounting to approximately $202,937 in debt issuance costs. Debt Related to Assets Held for Sale SeaWorld Hotel Note On July 12, 2019, the Company executed a loan agreement with Pender West Credit 1 REIT, LLC for a principal amount of $3,395,000 (“SeaWorld Hotel Note”) to refinance existing financing for the hotel. The previously existing financing related to the Pender Loan discussed below. The note had an initial maturity date of August 1, 2020 and is collateralized by a security interest in the property and other assets within the property. The note required interest only monthly payments with the full principal balance becoming due upon the maturity date. The note contains two options to extend the maturity date by six months each. These extension options may be exercised by the Company if the company: 1) provides adequate notice, 2) is not in default, and 3) certain other provisions. The Company may prepay the note at any time without penalty. Upon the Company’s full payment of the outstanding principal balance of this note, an exit payment of 1% of the loan amount is due. The note has a variable interest rate equal to the greater of 10.5% or LIBOR plus 8.175%. The Company incurred $308,829 in financing costs related to this loan which were expensed in 2019 due to the short-term nature of the loan. As of March 31, 2021, the Company signed an agreement (effective March 11, 2021) with Pender whereby they agree to deed the property back to the lender. Upon the closing of the sale of the property for less than the amounts owed under the loan, Pender can collect up to $300,000 from the guarantors of the loan for such a deficiency, as well as $150,000 in fees. In May 2021, the lender sold the SeaWorld property which created a shortfall of $216,000 plus the required payment of taxes in the amount of $82,500 which the Company has accrued as of March 31, 2021. Furthermore, the company is liable to pay the property taxes for 2021 the amount would be due by January 31, 2022 and will be approximately $20,000. Buda Hotel Note In November 2011, the Company executed a commercial loan agreement with Members Choice Credit Union totaling $4.8 million (“Buda Hotel Note”) to fund the construction of the Buda Hotel, purchase equipment, establish adequate working capital and pay closing costs. The note matures on January 25, 2037 and is collateralized by a security interest in the property and other assets within the property. The Company must pay principal and interest payments of $31,486 during the term of the note which are subject to change to amortize the principal payments of the note. The note has a variable interest rate of Prime plus 2.75% and is collateralized by a security interest in the property and other assets within the property. As of December 31, 2020 the Company was in default with Members Choice Credit Union. Subsequently, on February 23, 2021, the Company signed a conditional temporary extension agreement of the note through June 2021 whereby the Company has agreed to pay one installment of $20,000 in March 2021 and three installments of $10,000 in April, May and June 2021 respectively to keep the note out of default. Subsequently, in March 2021, the Company has made two installments of $10,000 each as per defined commitment. PPP Loan In May 2020, the Company was granted approximately $1.6 million under four separate loans under the Paycheck Protection Program (the “PPP Loans”) administered by the United States Small Business Administration (“SBA”) established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which has enabled the Company to retain the Company’s employees during the period of disruption created by the Coronavirus pandemic. The PPP Loans, which are evidenced by Notes issued by the Company (the “Note”), mature in May 2022 and bear interest at a fixed rate of 1.0% per annum, accruing from May 2020 (“Loan Date”) and payable monthly. No payments are due on the PPP Loans for six months from the date of first disbursement, but interest will continue to accrue during the deferment period. The Note is unsecured and guaranteed by the SBA. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Note provides for customary defaults, including failure to make payment when due or to fulfill the Company’s obligations under the notes or related documents, reorganizations, mergers, Consolidations or other changes to the Company’s business structure, and certain defaults on other indebtedness, bankruptcy events, adverse changes in financial condition or civil or criminal actions. The PPP Loans may be accelerated upon the occurrence of a default. For the first three months of March 2021, the Company received $349,500 in PPP loans related to their asset held for sale facilities. Under the terms of the PPP, the PPP loans are forgivable up to the full principal amount of the loan and any accrued interest. An eligible borrow will not be responsible for any loan payment if the borrower uses all of the loan proceeds for forgivable purposes and employee and compensation levels are maintained or, if not, an applicable safe harbor exemption applies. The covered period is now defined as “the period beginning on the date the lender disburses the PPP loan and ending on any date selected by the borrower that occurs during the period (i) beginning on the date that is eight weeks after the date of disbursement and (ii) ending on the date that is 24 weeks after the date of disbursement.” With this new guidance, permissible expenses include payroll costs, qualified rent, utilities, mortgage interest and other interest payments. The Company intends to maximize the use of PPP Loan proceeds for qualifying expenses and intends to apply for forgiveness of the PPP Loans in accordance with the terms of the CARES Act. Whether forgiveness will be granted and in what amount is subject to an application to, and approval by, the SBA and may also be subject to further requirements in any regulations and guidelines the SBA may adopt. As of March 31, 2021, the Company received $604,800 in PPP loans for the Caerus facility. Buda Tax Loan In February 2020, the Company executed a Promissory Note with TaxCORE Lending, LLC (“Buda 2020 Tax Loan”) for a principal amount of $274,940 to finance property taxes associated with the Buda Hotel and to fully repay the Buda Tax Loan. The note matures on March 5, 2030 and is collateralized by a tax lien secured by the Buda Hotel located in Buda, Texas. The note has a fixed interest rate of 8.99%. With adequate notice, the Company may prepay the note without penalty. During the period March 31, 2021, the Company refinanced the original note with TaxCORE lending on March 30, 2021 for a principal amount of $466,713 at a fixed rate of 8.99% and a maturity date of May 31, 2031. The note is collateralized by a tax lien contract secured by the Buda Hotel located in Buda, Texas. The Original promissory note was executed in the year 2018 with Home Tax Solutions totaling $98,070 (“Buda Tax Loan”) to fund the tax obligation of the Buda Hotel. The note matures on June 2, 2028 and is collateralized by a tax lien secured by the Buda Hotel located in Buda, Texas. The note has a fixed interest rate of 8.99%. In February 2020, this note was fully repaid with proceeds from the Buda 2020 Tax Loan Artesia Note On April 1, 2013, the Company executed a promissory note with FirstCapital Bank of Texas, N.A. for a principal amount of $314,500 (“Artesia Note”). The company executed an amendment to the Artesia Note on July 23, 2018 (“Amended Artesia Note”). The Amended Artesia Note had a principal balance of $266,048 upon execution. The original maturity date of the note was March 1, 2018, which was extended to June 23, 2033 in the Amended Artesia Note. The note requires equal monthly principal and interest payments through maturity and has no prepayment penalties. The note has a variable interest rate equal to the greater of 6.0% or the Prime rate plus 1.0%. The note is collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. As of March 31, 2021, the interest rate for this loan is 6% (the greater of 6% or the Prime rate of 3.25% plus 1.0%). Tamir Note On March 12, 2010, the Company executed a promissory note with Tamir Enterprises, Ltd. for a principal amount of $475,000 (“Tamir Note”). The Company has executed subsequent amendments to the Tamir Notes on March 1, 2013, March 12, 2016, and March 19, 2019 (collectively, the “Amended Artesia Note”). The Amended Artesia Note had a principal balance of $300,000 upon execution. As a result of the March 19, 2019 amendment, the maturity date of the note is March 12, 2022. The note requires monthly interest payments through maturity and has no prepayment penalties. The note has a fixed interest rate of 12.0% plus an additional 2% for accrued interest outstanding. The note is collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. Leander Note On October 5, 2018, the Company executed a loan agreement with Equity Security Investments for a principal amount of $700,000 (“Leander Note”) to refinance existing financing for the hotel. The note had an original maturity date of October 5, 2019 and was collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. The Company exercised an extension option which extended the maturity of the note to October 5, 2020. The note required interest only monthly payments with the full principal balance becoming due upon the maturity date. The note has a fixed interest rate 12.75%. As of October 12, 2020, the maturity of the note has been extended to April 5, 2021. On April 20, 2021, the Company has exercised a one-year extension option on the Leander note that extends the new maturity date to April 5, 2022. The note has a fixed interest rate of 12.75%, which requires payment of interest on monthly rest, until the Maturity Date, at which time all outstanding principal and interest shall be finally due and payable. Notes Payable The Company has a related party notes payable to Cibolo Creek Partners, LLC, its affiliate Round Rock Development Partners, LP and James Walesa. These notes have a maturity date of December 31, 2025 and there is no interest accruing on any of these notes. Each of these lenders is consider a related party. For more information, see Note 9 - Related Party Transactions. | 6. Indebtedness As of December 31, 2020, and 2019, the current portion of long-term debt within the Company’s consolidated financial statements includes $4,107,599 and $3,166,978, respectively, of mortgage notes payable secured by assets classified as held for sale. This debt is expected to be repaid with the proceeds from the sales. See Note 2 – Summary of Significant Accounting Policies for more information about the Company’s assets held for sale. Interest and Future Maturities The Company has recorded interest expense in the accompanying consolidated financial statements of $472,954 and $818,807 for continuing operations for the years ended December 31, 2020 and 2019, respectively, and $696,431 and $1,825,796 for discontinued operations for the same periods. Year ending December 31, Continuing Core Discontinued Non-Core Total 2021 $ 1,623,375 $ 4,107,599 $ 5,730,974 2022 656,800 167,286 824,085 2023 674,008 480,505 1,154,513 2024 95,600 194,329 289,929 2025 99,638 209,013 308,651 Thereafter 3,306,156 4,049,099 7,355,255 Total obligations $ 6,455,576 $ 9,207,830 $ 15,663,406 The following table summarizes the maturity of the Company’s long-term debt and notes payable as of December 31, 2020: Maturity Date Interest Rate December 31, 2020 December 31, 2019 Memory Care (Core) Facilities: Naples Mortgage December 2041 3.99 % $ 2,731,100 $ 2,812,596 MCA Invesque Loan January 2024 8.50 % 1,610,577 1,943,417 New Braunfels Business Loan March 2022 6.25 % 185,359 273,140 Gearhart Loan April 2021 7.00 % 238,578 238,578 Cerniglia Note December 2021 9.85 % 325,000 325,000 SBA PPP Loan May 2022 1.00 % 1,364,962 - KOBO Note (1) April 2020 Variable - 500,000 Notional amount of debt 6,455,576 6,092,731 Less: deferred loan costs, net 21,528 22,560 Less: current maturities 1,623,375 1,441,862 $ 4,810,673 $ 4,628,309 Non-core businesses classified as liabilities held for sale: Hotels: Airport Hotel Note (2) August 2020 Variable $ - $ 2,054,000 Seaworld Hotel Note (3) January 2021 Variable 3,395,000 3,395,000 Buda Hotel Note (4) January 2037 Variable 4,046,770 4,145,297 SBA PPP Loan May 2022 1.00 % 255,300 - Buda Tax Loans June 2028 8.99 % 271,365 87,735 Notional amount of debt 7,968,435 9,682,032 Less: current maturities 3,395,000 2,185,498 $ 4,573,436 $ 7,496,534 Real Estate: Castle Hills Note - FNBT November 2022 4.50 % $ - $ 8,476,615 Artesia Note (5) June 2033 Variable 238,168 250,360 Tamir Note March 2022 12.00 % 300,000 300,000 Leander Note April 2021 12.75 % 722,755 700,000 Notional amount of debt 1,260,923 9,726,975 Less: deferred loan costs, net 22,755 4,952 Less: current maturities 712,599 981,480 $ 525,569 $ 8,740,543 Notes: (1) (2) (3) (4) (5) Maturity Date Interest Rate December 31, 2020 December 31, 2019 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % $ - $ 27,285 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 500,000 527,285 Guarantee Fees 139,883 105,016 $ 639,883 $ 632,301 Non-core Businesses (Discontinued Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % 641,804 683,003 Jim Walesa Note December 2025 0.00 % - 500,000 Notional amount of debt 641,903 1,183,003 Guarantee Fees 143,141 143,141 $ 785,044 $ 1,326,144 Maturity Date Interest Rate December 31, 2020 December 31, 2019 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % $ - $ 27,285 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 500,000 527,285 Guarantee Fees 139,883 105,016 $ 639,883 $ 632,301 Non-core Businesses (Discontinued Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % 641,804 683,003 Jim Walesa Note December 2025 0.00 % - 500,000 Notional amount of debt 641,903 1,183,003 Guarantee Fees 143,141 143,141 $ 785,044 $ 1,326,144 Memory Care Facilities Debt Naples Mortgage In connection with the Company’s purchase of its memory care facility in Naples, Florida in 2013, it assumed the underlying mortgage with Housing & Healthcare Finance, LLC, dated November 23, 2011. This mortgage is a financing administered by the U.S. Department of Housing and Urban Development or HUD. The original mortgage totaled $3.4 million. The mortgage is collateralized by a security interest in the Naples property and other assets within the Naples property. The mortgage has reducing prepayment penalties through December 31, 2021. The prepayment penalty is 2% during 2020 and 1% during 2021. The mortgage has an interest rate of 3.99%. MCA Loan On November 6, 2017, the Company executed a promissory note for $600,000 with Mainstreet Health Financing, LP. The loan had no prepayment penalties. In January 2018, a principal payment of $300,000 was made on this loan. In November 2018, this loan agreement was amended for the then-current principal balance of $300,000. Effective July 31, 2019, the Company signed an amended and restated promissory note with the landlord parties, as defined for the principal sum of $3.3 million (the “A&R MCA Note”), including the previously outstanding principal balance of $300,000. Proceeds from the loan were used to pay outstanding obligations to certain landlords of three leased memory care facilities related to a settlement agreement between the parties. See Note 7 - Commitments and Contingencies. In accordance with the A&R MCA Note, three principal payments totaling $1.5 million were made during 2019. Beginning January 2020, the Company is required to make monthly principal and interest payments of $47,812. The loan has a fixed interest rate of 8.5%. The note is guaranteed by certain officers and directors of the Company and is collateralized by a pledge of proceeds from the sale of Naples and Westover Town Center. New Braunfels Business Loan On December 23, 2015, the Company executed a business loan agreement with ServisFirst Bank for $600,000. In October 2019, the loan was extended and now matures in March 2022. The loan has a fixed interest rate of 6.25%. The note is guaranteed by certain officers and directors of the Company and is collateralized by furniture, fixtures and equipment at MCA New Braunfels. Gearhart Loan On April 1, 2012, the Company executed a promissory note with Betty Gearhart for $200,000 (the “Gearhart Note”). Interest accrues at a fixed rate of 7.0% and is payable quarterly in January, April, July and October. In April 2015, the Company executed the First Amended and Restated Promissory Note in the principal amount of $238,578, which extended the maturity date until April 2017. The note is collateralized by the debtor granting a security interest to Betty Gearhart including all assets of MCA, LLC as well as any proceeds (including insurance proceeds) of any and all of the foregoing collateral. The maturity date of the loan was further extended in April 2017, April 2018 and April 2020. The Second Amendment to the Amended and Restated Promissory Note (the “Second Amendment”) was executed on March 5, 2020 in the principal amount of $218,578 and has a maturity date of April 1, 2021. KOBO Note On April 12, 2018, the Company executed a promissory note with KOBO, LP for a principal amount of $650,000 (“KOBO Note”). The original maturity date of the note was June 11, 2018 and was subsequently extended and had a maturity date of April 1, 2020. Principal and interest were due at maturity and the note has no prepayment penalties. The note had a fixed interest rate of $1,000 per day through June 11, 2018 and $1,500 per day after this date through September 17, 2019. The note was collateralized by a lien on real property owned by Flash Partners, LLC, known as Cadillac Plaza. Following this date, the interest rate ranged from 20% to 40% through the date of final settlement. The Company made principal and interest payments reducing the balance to $500,000 in 2019 and fully repaid the remainder of the KOBO Note in April 2020. PPP Loan In May 2020, the Company was granted approximately $1.6 million under four separate loans under the Paycheck Protection Program (the “PPP Loans”) administered by the United States Small Business Administration (“SBA”) established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which has enabled the Company to retain the Company’s employees during the period of disruption created by the Coronavirus pandemic. The PPP Loans, which are evidenced by Notes issued by the Company (the “Note”), mature in May 2022 and bear interest at a fixed rate of 1.0% per annum, accruing from May 2020 (“Loan Date”) and payable monthly. No payments are due on the PPP Loans for six months from the date of first disbursement, but interest will continue to accrue during the deferment period. The Note is unsecured and guaranteed by the SBA. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Note provides for customary defaults, including failure to make payment when due or to fulfill the Company’s obligations under the notes or related documents, reorganizations, mergers, Consolidations or other changes to the Company’s business structure, and certain defaults on other indebtedness, bankruptcy events, adverse changes in financial condition or civil or criminal actions. The PPP Loans may be accelerated upon the occurrence of a default. Under the terms of the PPP, the PPP Loans may be forgiven to the extent that funds from the PPP Loans are used for payroll costs and costs to continue group health care benefits, as well as for interest on mortgage obligations incurred before February 15, 2020, rent under lease agreements in effect before February 15, 2020, utilities for which service began before February 15, 2020, and interest on debt obligations incurred before February 15, 2020 (collectively, “qualifying expenses”), subject to conditions and limitations provided in the CARES Act. At least 75% of such forgiven amounts must be used for eligible payroll costs. The Company intends to maximize the use of PPP Loan proceeds for qualifying expenses and intends to apply for forgiveness of the PPP Loans in accordance with the terms of the CARES Act. Whether forgiveness will be granted and in what amount is subject to an application to, and approval by, the SBA and may also be subject to further requirements in any regulations and guidelines the SBA may adopt. As of December 31, 2020, the balance of the Note related to continued operations totals $1,364,962. In February, March and April 2021, the Company secured additional PPP funds totaling $1,382,458. HHS Government Grants The Company recognizes income for government grants when grant proceeds are received and the Company determines it is reasonably assured that it will comply with the conditions of the grant, the Company will recognize the distributions received in the income statement on a systematic and rational basis. The Company will estimate the fair value of the grant using the applicable HHS definitions of health care related expenses and lost revenue attributable to COVID-19, considering the Company’s projected and actual results at the end of each reporting period. Upon conclusion that AIU is reasonably assured that it has met the conditions of the grant, it must measure the amount of unreimbursed health-care related expenses and lost revenue related to COVID-19 at the end of each reporting period and release that amount from Refundable Advance to Other Revenue. Five C’s, LLC Loan This note exchange agreement between AIU, Inc. and the Five C’s, LLC (“Cerniglia”) is dated as of April 2019 and had an original outstanding balance of $650,000 whereas the noteholder and borrower agreed to assign 40,521 shares of the 6.75% Series A Cumulative Convertible Preferred stock of AIU, par value $0.01 per share under the note equal to $325,000 for shares. The balance of the note, including accrued and unpaid interest after the reduction of the balance due to the assignment of $325,000 shares of the 6.75% series A Cumulative Convertible Preferred stock is now $325,000 and is payable one year after the loan was funded by the noteholder, with a right of the borrow to extend the maturity date for an additional six-month period. As of December 31, 2020, the Cerniglia note was in default. Subsequently, in February 2021, an extension agreement was signed which includes an interest rate of 9.85% per annum as well as a new maturity date of December 31, 2021. This note can be extended by the parties for successive six-month periods unless the noteholder provides a notice to the borrower that the term shall not be extended on or prior to the date that is 30 days prior than the expiration of the note. 8800 Village Drive Loan On March 26, 2021, the Company executed a promissory note for $1,000,000 with EQUITY SECURED FUND I, LLC. The loan matures on April 26, 2022 and is subject to one (1) twelve (12)-month extension option. The interest rate of the loan is 11.50% and is guaranteed by certain officers and is collateralized the building located at 8800 Village Drive in San Antonio, Texas. Total proceeds to the Company were $803,063 with $196,937 in fees, included in the fees is a one-time deposit of twelve (12)-months interest into an “interest reserve” account by the lender at closing. Debt Related to Assets Held for Sale Airport Hotel Note On July 12, 2019, the Company executed a loan agreement with Pender West Credit 1 REIT, LLC for a principal amount of $2,054,000 (“Airport Hotel Note”) to refinance existing financing for the Airport hotel property. The previously existing financing related to the Pender Loan is discussed below. The Airport Hotel Note had a maturity date of August 1, 2020 and was collateralized by a security interest in the property and other assets within the property. The note required interest only monthly payments with the full principal balance becoming due upon the maturity date. The note had a variable interest rate equal to the greater of 10.5% or LIBOR plus 8.175%. The Company incurred $189,152 in financing costs related to this loan which were expensed in 2019 due to the short-term nature of the loan. On January 3, 2020, the Company sold the Airport Hotel and fully repaid this note. SeaWorld Hotel Note On July 12, 2019, the Company executed a loan agreement with Pender West Credit 1 REIT, LLC for a principal amount of $3,395,000 (“SeaWorld Hotel Note”) to refinance existing financing for the hotel. The previously existing financing related to the Pender Loan discussed below. The note had an initial maturity date of August 1, 2020 and is collateralized by a security interest in the property and other assets within the property. The note required interest only monthly payments with the full principal balance becoming due upon the maturity date. The note contains two options to extend the maturity date by six months each. These extension options may be exercised by the Company if the company: 1) provides adequate notice, 2) is not in default, and 3) certain other provisions. The Company may prepay the note at any time without penalty. Upon the Company’s full payment of the outstanding principal balance of this note, an exit payment of 1% of the loan amount is due. The note has a variable interest rate equal to the greater of 10.5% or LIBOR plus 8.175%. The Company incurred $308,829 in financing costs related to this loan which were expensed in 2019 due to the short-term nature of the loan. On April 29, 2020, the Company executed a side agreement with the lender of the SeaWorld Hotel Note (“SeaWorld Forbearance Agreement”) as a result of the financial hardship experienced by the SeaWorld due to the COVID-19 pandemic. The SeaWorld Forbearance Agreement provides for the lender to forbear exercising its rights and remedies until September 2020 conditioned on the Company’s continued cooperation and provision of financial reports demonstrating financial hardship. This note is guaranteed by certain officers and directors of the Company. The SeaWorld Forbearance Agreement also provides for the following amendments to the SeaWorld Hotel Note: ● Maturity date is extended until January 1, 2021; ● Two six-month extension options are exercisable from January 1, 2021; ● Interest payments due between April 1, 2020 and June 1, 2020 will be paid from reserve or escrow funds held by the lender; ● Monthly payments due July 1, 2020, August 1, 2020 and September 1, 2020 are payable in the amounts of $10,000, $20,000, and $20,000, respectively, with the remainder of the interest due accruing and becoming payable on January 1, 2021; ● Stated monthly payments for interest, tax and insurance escrows due under the SeaWorld Hotel Note are due and payable commencing with the payment due October 1, 2020; ● Because tax and insurance escrow proceeds will be utilized for unpaid interest during the period of forbearance, the Company is required to separately make any required tax or insurance payments to its vendors; ● If the Company receives certain forms of insurance or financial relief, the Company must bring its obligations current under the terms of the SeaWorld Hotel Note. As of December 31, 2020, the Company was in default on the note with Pender. Subsequently, on March 10, 2021, the Company signed an agreement with Pender whereby they agree to deed the property back to the lender. Upon the closing of the sale of the property for less than the amounts owed under the loan, Pender can collect up to an aggregate amount of $300,000 from the guarantors of the loan. Buda Hotel Note In November 2011, the Company executed a commercial loan agreement with Members Choice Credit Union totaling $4.8 million (“Buda Hotel Note”) to fund the construction of the Buda Hotel, purchase equipment, establish adequate working capital and pay closing costs. The note matures on January 25, 2037 and is collateralized by a security interest in the property and other assets within the property. The Company must pay principal and interest payments of $31,486 during the term of the note which are subject to change to amortize the principal payments of the note. The note has a variable interest rate of Prime plus 2.75% and is collateralized by a security interest in the property and other assets within the property. As of December 31, 2020 the Company was in default with Members Choice Credit Union. Subsequently, on February 23, 2021, the Company signed a conditional temporary extension agreement of the note through June 2021 whereby the Company has agreed to pay one installment of $20,000 in March 2021 and three installments of $10,000 in April, May and June 2021 respectively to keep the note out of default. As of March 2021, the Company has made its first installment on time. PPP Loan In May 2020, the Company was granted approximately $1.6 million under four separate loans under the Paycheck Protection Program (the “PPP Loans”) administered by the United States Small Business Administration (“SBA”) established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which has enabled the Company to retain the Company’s employees during the period of disruption created by the Coronavirus pandemic. See PPP Loans section above in Memory Care Facilities Debt for further information. As of December 31, 2020, the balance of the Note related to discontinued operations totals $255,300. Under the terms of the PPP, the PPP Loans may be forgiven to the extent that funds from the PPP Loans are used for payroll costs and costs to continue group health care benefits, as well as for interest on mortgage obligations incurred before February 15, 2020, rent under lease agreements in effect before February 15, 2020, utilities for which service began before February 15, 2020, and interest on debt obligations incurred before February 15, 2020 (collectively, “qualifying expenses”), subject to conditions and limitations provided in the CARES Act. At least 75% of such forgiven amounts must be used for eligible payroll costs. The Company intends to maximize the use of PPP Loan proceeds for qualifying expenses and intends to apply for forgiveness of the PPP Loans in accordance with the terms of the CARES Act. Whether forgiveness will be granted and in what amount is subject to an application to, and approval by, the SBA and may also be subject to further requirements in any regulations and guidelines the SBA may adopt. In February 2021, the Company secured additional PPP funds totaling $349,500. Buda Tax Loan On May 29, 2018, the Company executed a promissory note with Home Tax Solutions totaling $98,070 (“Buda Tax Loan”) to fund the tax obligation of the Buda Hotel. The note matures on June 2, 2028 and is collateralized by a tax lien secured by the Buda Hotel located in Buda, Texas. The note has a fixed interest rate of 8.99%. In February 2020, this note was fully repaid with proceeds from the Buda 2020 Tax Loan. In February 2020, the Company executed a Promissory Note with TaxCORE Lending, LLC (“Buda 2020 Tax Loan”) for a principal amount of $274,940 to finance property taxes associated with the Buda Hotel and to fully repay the Buda Tax Loan. The note matures on March 5, 2030 and is collateralized by a tax lien secured by the Buda Hotel located in Buda, Texas. The note has a fixed interest rate of 8.99%. With adequate notice, the Company may prepay the note without penalty. After December 31, 2020, the Company refinanced the original note with TaxCORE lending on March 30, 2021 for a principal amount of $373,369 at a fixed rate of 8.99% and a maturity date of May 31, 2031. The note is collateralized by a tax lien contract secured by the Buda Hotel located in Buda, Texas. Pender Loan On July 12, 2019, the Company executed a loan agreement with Pender West Credit 1 REIT, LLC (“Pender Loan”). The note totaled $10.2 million and had a maturity date of August 1, 2020 and required monthly payments of principal and interest. Expenses paid for the execution of the Pender Loan were $645,243 and were expensed in 2019 as the initial term of the loan was less than one year. On July 12, 2019, the Company closed on the sale of its Round Rock Hotel, which served as part of the collateral package of the Pender Loan. Upon sale of the Round Rock Hotel, the Company paid $4.5 million toward the principal balance of the Pender Loan. The Company incurred $256,695 in financing costs related to this loan which were expensed in 2019 due to the short-term nature of the loan. In addition, on July 12, 2019, the remaining balance of the Pender Loan was bifurcated into two separate loans. See Airport Hotel Note and SeaWorld Hotel loan above for further discussion of these notes. Upon execution of the Airport Hotel Note and SeaWorld Hotel Note, there were no remaining obligations outstanding under the Pender Loan. Hotel First Lien Note On April 11, 2014, the Company executed a loan agreement with Ladder Capital Finance LLC (“Hotel First Lien Note”). The note totaled $9.25 million and had a maturity date of May 6, 2019 and required monthly payments of principal and interest in addition to funding tax, insurance, seasonality, franchisor-required replacements, operating expense and FF&E escrows and reserve funds. The note contained covenants including the maintenance of a debt service coverage ratio, as defined in addition to the provision of customary financial reports on a periodic basis. The note was collateralized by a security interest in the certain hotel properties and other assets related to these properties. The mortgage has a fixed interest rate of 6.4%. This note was fully repaid on July 12, 2019 upon closing of the Pender loan above. Hotel Second Lien Note On April 11, 2014, the Company executed a mezzanine loan agreement with Ladder Capital Finance LLC (“Hotel Second Lien Note”). The note totaled $950,000 million and had a maturity date of May 6, 2019 and required monthly payments of interest. The note contained covenants including the provision of customary financial reports on a periodic basis. The note was collateralized by a security interest in certain hotel properties and other assets related to these properties. The mortgage had a fixed interest rate of 15.0%. This note was fully repaid on July 12, 2019 upon closing of the Pender loan above. Castle Hills Note – FNBT On November 6, 2019, the Company executed a loan agreement with First National Bank Texas for a principal amount of $8,500,000 (“Castle Hills Note - FNBT”) to refinance existing financing for the shopping center property. The maturity date of the note was November 6, 2022. The note required equal monthly principal and interest payments of $53,775 through maturity and had no prepayment penalties. The note had a fixed interest rate equal to 4.5% and was collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. On March 5, 2020, the Company sold the Castle Hills shopping center and fully repaid this note. Castle Hills Notes – Frost On April 30, 2012, the Company executed a loan agreement with Frost National Bank for a principal amount of $6,600,000 (“Castle Hills First Lien Note - Frost”) to refinance existing financing for the shopping center property. The note was guaranteed by certain officers and directors of the Company and was collateralized by a security interest in the property and other assets within the property. The note required monthly principal and interest payments and had a variable interest rate equal to the Prime Rate plus 0.50%. The note had an initial maturity date of April 30, 2017 and was further extended through several amendments. On November 6, 2019, this note was fully paid in connection with the closing of the Castle Hills Note – FNBT described above. On June 17, 2019, the Company executed a loan agreement with Frost Bank for a principal amount of $365,000 (“Castle Hills Second Lien Note - Frost”) to refinance existing financing. The note had an initial maturity date of April 30, 2021 and required monthly principal and interest payments. The note had a variable interest rate equal to the Prime Rate plus 1.75% and is collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. On November 6, 2019, this note was fully paid in connection with the closing of the Castle Hills Note – FNBT described above. Artesia Note On April 1, 2013, the Company executed a promissory note with FirstCapital Bank of Texas, N.A. for a principal amount of $314,500 (“Artesia Note”). The company executed an amendment to the Artesia Note on July 23, 2018 (“Amended Artesia Note”). The Amended Artesia Note had a principal balance of $266,048 upon execution. The original maturity date of the note was March 1, 2018, which was extended to June 23, 2033 in the Amended Artesia Note. The note requires equal monthly principal and interest payments through maturity and has no prepayment penalties. The note has a variable interest rate equal to the greater of 6.0% or the Prime rate plus 1.0%. The note is collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. As of December 31, 2020, the interest rate for this loan is 6% (the greater of 6% or the Prime rate of 3.25% plus 1.0%). Tamir Note On March 12, 2010, the Company executed a promissory note with Tamir Enterprises, Ltd. for a principal amount of $475,000 (“Tamir Note”). The Company has executed subsequent amendments to the Tamir Notes on March 1, 2013, March 12, 2016, and March 19, 2019 (collectively, the “Amended Artesia Note”). The Amended Artesia Note had a principal balance of $300,000 upon execution. As a result of the March 19, 2019 amendment, the maturity date of the note is March 12, 2022. The note requires monthly interest payments through maturity and has no prepayment penalties. The note has a fixed interest rate of 12.0% plus an additional 2% for accrued interest outstanding. The note is collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. Leander Note On October 5, 2018, the Company executed a loan agreement with Equity Security Investments for a principal amount of $700,000 (“Leander Note”) to refinance existing financing for the hotel. The note had an original maturity date of October 5, 2019 and was collateralized by a security interest in the property and other assets within the property and is guaranteed by certain officers and directors of the Company. The Company exercised an extension option which extended the maturity of the note to October 5, 2020. The note required interest only monthly payments with the full principal balance becoming due upon the maturity date. The note has a fixed interest rate 12.75%. As of October 12, 2020, the maturity of the note has been extended to April 5, 2021. After December 31, 2020, the Company exercised a one-year extension option on the Leander note that extends the new maturity date to April 5, 2022. Venture Crossing Note On December 4, 2018, the Company executed a promissory note with Stronghill Texas, LLC for a principal amount of $2,400,000 (“Venture Crossing Note”) to refinance existing financing on the property. The maturity date of the note was December 4, 2019. The note required monthly interest payments through maturity and had no prepayment penalties. The note had a fixed interest rate of 12.0% and was collateralized by a security interest in the property and other assets within the property and was guaranteed by certain officers and directors of the Company. On June 20, 2019, the Company sold the Venture Crossing shopping center and fully repaid this note. The Company incurred $249,652 in financing costs related to this loan which were expensed in 2019 due to the short-term nature of the loan. Cadillac Center Note On September 12, 2018, the Company executed a promissory note with First National Bank of Texas for a principal amount of $5,100,000 (“Cadillac Center Note”). The maturity date of the note was March 12, 2029. The note required monthly interest payments through March 12, 2019 at an interest rate equal to the greater of 5.50% or the Prime Rate plus 0.50%. Following March 12, 2019, equal payments of principal and interest were due over the remaining term of the note at an interest rate equal to the greater of 5.0% or the average yield of 5-year maturity U.S. Treasury securities plus 2.45%. The note had no prepayment penalties and was collateralized by a security interest in the property and other assets within the property and guaranteed by certain officers and directors of the Company. The Company incurred $622,746 in financing costs related to this loan which were expensed in 2019 due to the short-term nature of the loan. On September 16, 2019, the Company sold the Cadillac Center shopping center and fully repaid this note. Notes Payable The Company has a related party notes payable to Cibolo Creek Partners, LLC, its affiliate Round Rock Development Partners, LP and James Walesa. These notes have a maturity date of December 31, 2025 and there is no interest accruing on any of these notes. Each of these lenders is consider a related party. For more information, see Note 9 - Related Party Transactions. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | 3. Stockholders’ Equity The following is a summary of stockholders’ equity transactions for the three months ended April 3, 2021: Convertible Capital in Preferred Stock Common Stock Excess of Accumulated Shares Amount Shares Amount Par Value Deficit Total Balance at December 31, 2020 328,925 $ - 3,151,780 $ 3,000 $ 334,632,000 $ (331,930,000 ) $ 2,705,000 Merger partner contribution - - - 120,000 120,000 Net loss (569,000 ) (569,000 ) Balance at April 3, 2021 328,925 $ - 3,151,780 $ 3,000 $ 334,752,000 $ (332,499,000 ) $ 2,256,000 The following is a summary of stockholders’ equity transactions for the three months ended March 28, 2020: Convertible Capital in Preferred Stock Common Stock Excess of Accumulated Shares Amount Shares Amount Par Value Deficit Total Balance at December 31, 2019 328,925 $ - 1,773,189 $ 2,000 $ 330,474,000 $ (328,973,000 ) $ 1,503,000 Warrant exercises - 555,171 - 1,383,000 1,388,000 Stock-based compensation 21,000 21,000 Net loss (1,079,000 ) (1,079,000 ) Balance at March 28, 2020 328,925 $ - 2,328,360 $ 2,000 $ 331,878,000 $ (330,052,000 ) $ 1,833,000 Stock Options At April 3, 2021, we had two active equity award option plans, the 2003 Equity Incentive Plan and the 2013 Equity Incentive Plan (collectively, the “Stock Option Plan”), although we can only grant new options under the 2013 Equity Incentive Plan. Under our Stock Option Plan, stock awards were made to our directors, key employees, consultants, and non-employee directors and consisted of stock options, restricted stock awards, performance awards, and performance share awards. Stock options were granted at prices no less than the market value on the date of grant. There were no stock option exercises during the three months ended April 3, 2021 or during the three months ended March 28, 2020. The impact to the condensed consolidated statements of operations for the quarter ended April 3, 2021 on net loss was $0 and $0.00 on basic and diluted net loss per common share and for the quarter ended March 28, 2020 the impact was $20,000 and $0.01 on basic and diluted net loss per common share. No stock compensation cost was capitalized during either period. The total compensation cost related to nonvested awards not yet recognized was $0. The following is a summary of stock option transactions under our Stock Option Plans at April 3, 2021: Number of Shares Price Per Share Weighted Average Exercise Price Number of Options Exercisable Weighted Average Exercise Price Balance at December 31, 2020 7,863 $ 19.20 - $ 28,440 $ 255.90 7,863 $ 255.90 Granted - - Exercised - - Canceled 12 28,440 28,440 12 28,440 Balance at April 3, 2021 7,851 $ 19.20 - $ 26,280 $ 211.24 7,851 $ 211.24 The outstanding options expire on various dates through the end of October 2028. The weighted-average contractual term of options outstanding is 7.2 years and the weighted-average contractual term of stock options currently exercisable is 7.2 years. The exercise prices for these options range from $19.20 to $26,280 per share, for a total weight-average exercise price of $1.7 million. At April 3, 2021, no options had an exercise price less than the current market value. Restricted Stock Awards The grant date fair value of each share of our restricted stock awards is equal to the fair value of our common stock at the grant date. Shares of restricted stock under awards all have service conditions and vest over one to three years. There were no restricted stock award transactions during the three months ended April 3, 2021. The impact to the condensed consolidated statements of operations for the three months ended April 3, 2020 was $0 and $0.00 on basic and diluted net loss per common share and for the quarter ended March 28, 2020 the impact was $1,000 and $0.00 on basic and diluted net loss per common share. No stock compensation cost was capitalized during the period. There was no total compensation cost related to nonvested awards not yet recognized at April 3, 2021. Warrants The following is a summary of outstanding warrants at April 3, 2021: Common Shares Total Currently Exercisable Price per Share Expiration Date Warrants related to August 2016 financing 5,350 5,350 $ 300.00 February 2, 2022 Warrants related to August 2016 financing 500 500 $ 385.50 August 2, 2021 Warrants related to December 2016 financing 68,567 68,567 $ 200.00 December 14, 2021 Warrants related to March 2018 financing 15,810 15,810 $ 114.00 September 9, 2023 Warrants related to March 2018 financing 1,107 1,107 $ 158.00 March 6, 2023 Warrants related to July 2018 financing 257,143 257,143 $ 35.00 July 25, 2023 Warrants related to July 2018 financing 15,428 15,428 $ 43.75 July 25, 2023 Warrants related to May 2019 financing 11,900 11,900 $ 12.50 May 23, 2024 Warrants related to October 2019 financing 217,200 217,200 $ 2.50 October 10, 2024 Warrants related to October 2019 financing 30,916 30,916 $ 3.13 October 8, 2024 On October 10, 2019 we completed a public offering of an aggregate of 1,183,400 shares of our common stock (or common stock equivalents) and warrants to purchase an aggregate of 1,183,400 shares of common stock with gross proceeds to us of approximately $3.0 million. The warrants are exercisable for five years at an exercise price equal to the public offering price. The offering was priced at $0.25 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $2.4 million. The placement agent received warrants to purchase 82,838 shares of common stock, at an exercise price of $3.125, that will expire October 8, 2024 and are subject to a six month lock-up. In the quarter ended December 31, 2019, 39,528 of these warrants were exercised, providing us with proceeds of $99,000. In the quarter ended March 28, 2020, an additional 555,171 of these warrants were exercised, providing us with proceeds of $1.4 million. On May 23, 2019 we completed a public offering of an aggregate of 170,000 shares of our common stock with gross proceeds to us of $1.7 million. The offering was priced at $10 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $1.4 million. The placement agent received warrants to purchase 11,900 shares of common stock, at an exercise price of $1.25, that are subject to a nine month lock-up and will expire May 23, 2024. Our warrants are exercisable by paying cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise for unregistered shares of common stock. The exercise price of the warrants is subject to standard antidilutive provision adjustment in the case of stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders. The exercise price of the warrants is not subject to “price-based” anti-dilution adjustment. We have determined that these warrants related to issuance of common stock are subject to equity treatment because the warrant holder has no right to demand cash settlement and there are no unusual anti-dilution rights. | Note 5 — Stockholders’ Equity Public Offerings We have historically financed our operations through a combination of cash on hand, cash provided from operations, equipment lease financings, available borrowings under bank lines of credit and both private and public equity offerings. We had no private or public equity offerings in 2020. On October 10, 2019 we completed a public offering of an aggregate of 1,183,400 shares of our common stock (or common stock equivalents) and warrants to purchase an aggregate of 1,183,400 shares of common stock with gross proceeds to us of approximately $3.0 million. The warrants are exercisable for five years at an exercise price equal to the public offering price. The offering was priced at $2.50 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $2.4 million. On May 23, 2019 we completed a public offering of an aggregate of 170,000 shares of our common stock with gross proceeds to us of $1.7 million. The offering was priced at $10.00 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $1.4 million. On July 30, 2018 we completed a public offering of an aggregate of 257,142 shares of our common stock (or common stock equivalents) and warrants to purchase an aggregate of 257,142 shares of common stock with gross proceeds to us of $9.0 million. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was $7.98 million. The offering was priced at $35 per share of common stock (or common stock equivalent), with each share of common stock (or common stock equivalent) sold with one five-year warrant to purchase one share of common stock, at an exercise price of $35 per share. In connection with the offering, we issued 139,000 shares of our common stock at a price of $35 per share, with each share of common stock coupled with a five year warrant to purchase one share of common stock, at an exercise price of $35 (the “Warrants”). These securities were offered in the form of a Class A Unit but were immediately separable and were issued separately at the closing. For certain investors who would otherwise hold more than 4.99% (or at the election of a purchaser, 9.99%) of our common stock following the registered offering, we issued to such investors an aggregate of 4,135.0015 Class B Units (equivalent to 118,142 shares of our common stock), consisting of shares of a new class of preferred stock designated Series E Convertible Preferred Stock with a stated value of $1,000 and which are convertible into our common stock at a conversion price equal to $35 per share of common stock, together with an equivalent number of Warrants in the same form and economic terms based on the related purchase price as the purchasers of the Class A Units (the “Class B Units” and together with the “Class A Units”, the “Units”). These securities offered in the form of a Class B Unit were immediately separable and were issued separately at the closing. At December 31, 2018, 2,273 Series E Convertible Preferred Stock had been converted into 64,942 shares of common stock and 1,862 Series E Convertible Preferred Stock, convertible into 53,200 shares of common stock, remained unconverted. On March 21, 2019, the remaining 1,862 Series E Convertible Preferred Stock, were converted into 53,200 shares of common stock. On March 9, 2018, we issued a total of 15,810 shares of common stock (or common stock equivalents) in the form of 11,900 shares of our common stock at a price of $126.50 per share and, for investors who would otherwise hold more than 9.99% of the Company’s common stock following the registered offering, we agreed to issue to such investors pre-funded warrants to purchase 3,910 shares of the Company’s common stock at a price of $125.50 per warrant subject to payment of an additional $1.00 upon exercise, which are common stock equivalents. This registered offering of common stock (and common stock equivalents) provided gross proceeds to us of $2.0 million, and net proceeds to us, after deducting the placement agent fees and our estimated offering expenses, of $1.7 million. In a concurrent private placement, we issued to the investor unregistered warrants to purchase 15,810 shares of common stock. The warrants have an exercise price of $114 per share, and are exercisable immediately and will expire five years and nine months from the date of issuance. On April 4, 2018, the 3,910 pre-funded warrants issued in connection with our March 2018 financing noted above were exercised, on a cashless basis, and we issued 3,872 shares of our common stock. Preferred Stock Pursuant to our Certificate of Incorporation, the Board of Directors is authorized to issue up to 2,000,000 shares of preferred stock (par value $.001 per share) in one or more series and to fix the rights, preferences, privileges, and restrictions, including the dividend rights, conversion rights, voting rights, redemption price or prices, liquidation preferences, and the number of shares constituting any series or the designation of such series. There is no beneficial conversion feature related to the conversion or liquidation of any of our preferred shares. In February 2008, we issued to Hunchun BaoLi Communication Co. Ltd. (“BAOLI”) and two related purchasers a total of (a) 3,101,361 shares of our common stock and (b) 611,523 shares of our Series A Preferred Stock. Subject to the terms and conditions of our Series A Preferred Stock and to customary adjustments to the conversion rate, each share of our Series A Preferred Stock was initially convertible into ten shares of our common stock with any conversion subject to the number of shares of our common stock beneficially owned by BAOLI and affiliates following such conversion not exceeding 9.9% of our outstanding common stock. At December 31, 2018, 328,925 shares of our Series A Preferred Stock were outstanding which, subject to the foregoing restrictions, are convertible into 182 shares of common stock. Except for a preference on liquidation of $.001 per share, each share of Series A Preferred Stock is the economic equivalent of the number of shares of common stock into which it is convertible. Except as required by law, the Series A Preferred Stock does not have any voting rights. As of December 31, 2018, all of our issued Series B, C and D Preferred Stock had been converted into our common stock. In late July 2018, we issued 4,135.0015 Series E Convertible Preferred Stock with a stated value of $1,000 and which are convertible into our common stock at a conversion price equal to $35 per share of common stock (see Public Offerings Common Stock We entered into a Securities Purchase Agreement, which was consummated on July 6, 2020, pursuant to which we issued 400,000 shares of our common stock in exchange for a preferred equity interest in real estate we value at $1.6 million, implying a purchase price of $4.00 per share. On October 10, 2019 we issued 1,183,400 shares of our common stock (or common stock equivalents) and coupled with a five year warrant to purchase one share of common stock at an exercise price of $2.50. On May 23, 2019 we issued 170,000 shares of our common stock at a price of $10 per share. The offering was priced at $10 per share of common stock. On July 30, 2018 we issued 139,000 shares of common stock at a price of $35 per share, with each share of common stock coupled with a five year warrant to purchase one share of common stock, at an exercise price of $35. For certain investors who would otherwise hold more than 4.99% of our common stock following the registered offering, we agreed to issue to such investors in the form of Class A Units, 4,435.0015 shares of a new class of preferred stock designated Series E Convertible Preferred Stock with a stated value of $1,000 and which are convertible into 118,142 shares of our common stock at a conversion price equal to $35 per share. On April 4, 2018, 3,910 pre-funded warrants issued in connection with our March 9, 2018 financing noted below were exercised, on a cashless basis, and we issued 3,872 shares of our common stock. On March 9, 2018, we issued a total of 15,810 shares of common stock (or common stock equivalents) in the form of 11,900 shares of our common stock at a price of $126.50 per share and, for investors who would otherwise hold more than 9.99% of the Company’s common stock following the registered offering, we agreed to issue to such investors pre-funded warrants to purchase 3,910 shares of the Company’s common stock at a price of $125.50 per warrant subject to payment of an additional $0.10 upon exercise, which are common stock equivalents. Equity Awards At December 31, 2020, we had two equity award option plans, the 2003 Equity Incentive Plan and the 2013 Equity Incentive Plan (collectively, the “Stock Option Plans”) although we can only grant new options under the 2013 Equity Incentive Plan. Under the Stock Option Plans, stock awards may be made to our directors, key employees, consultants, and non-employee directors and may consist of stock options, stock appreciation rights, restricted stock awards, performance awards, and performance share awards. Stock options must be granted at prices no less than the market value on the date of grant. There were no stock option exercises in the last three years. No stock options were granted in 2020 or 2019, but stock options were granted in 2018. The weighted average fair value of options has been estimated at the date of the grant using the Black-Scholes option-pricing model. The following are the significant weighted average assumptions used for estimating the fair value under our stock option plans: 2020 2019 2018 Per share fair value at grant date — — $ 14.50 Risk free interest rate — — 3.0 % Expected volatility — — 224 % Dividend yield — — 0 % Expected life in years — — 4.0 The expected life was based on the contractual term of the options and the expected employee exercise behavior. Typically, options to our employees and Board Members have a 2 year vesting term and a 10 year contractual term and vest at 50% after one year and 50% after two years. The risk-free interest rate is based on the U. S. Treasury zero-coupon issues with a remaining term equal to the expected option life assumed at the grant date. The future volatility is based on our 4 year historical volatility. We used an expected dividend yield of 0% because we have never paid a dividend and do not anticipate paying dividends. We assumed aggregate forfeiture rates of 10% to 20% based on historical stock option cancellation rates over the last 4 years. At December 31, 2020, common stock totaling 7,845 shares were available for future grants and options covering 7,863 shares were outstanding but not yet exercised. Option activity during the three years ended December 31, 2019 was as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2017 1,261 $ 3,700.30 Granted 12,800 19.20 Canceled (29 ) 47,239.00 Exercised — — Outstanding at December 31, 2018 14,032 252.90 Granted — — Canceled (307 ) 4,723.90 Exercised — — Outstanding at December 31, 2019 13,725 252.00 Granted — — Canceled (5,862 ) 246.80 Exercised — — Outstanding at December 31, 2020 7,863 $ 255.90 The following table summarizes information concerning currently outstanding and exercisable stock options at December 31, 2020: Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $19.20 - $19.20 7,150 7.8 $ 19.20 7,150 $ 19.20 330.00 – 330.00 300 4.9 330.00 300 330.00 3,180.00 – 4,275.00 395 2.9 3,245.34 395 3,245.34 $26,280.00 - $28,440.00 18 0.4 27,802.76 18 27,802.76 7,863 7.4 $ 255.90 7,863 $ 255.90 Our outstanding options expire on various dates through October 2028. The weighted-average contractual term of outstanding options and the weighted-average contractual term of currently exercisable options was 7.4 years. There were no exercisable options at December 31, 2020, December 31, 2019 or December 31, 2018 with a price less than the then market value. The grant date fair value of each share of our restricted stock awards is equal to the fair value of our common stock at the grant date. Shares of restricted stock under awards all have service conditions and vest over one to four years. The following is a summary of our restricted stock award transactions for the year ended December 31, 2020: Number of Shares Weighted Balance nonvested at December 31, 2019 33 $ 105.00 Granted - - Vested (33 ) 105.00 Forfeited - - Balance nonvested at December 31, 2020 - $ - There were no restricted stock awards during each of the past three years. No stock compensation cost was capitalized during the periods. At December 31, 2020, there was $0 compensation cost related to non-vested option awards not yet recognized and $0 compensation cost related to non-vested stock awards not yet recognized. Warrants The following is a summary of outstanding warrants at December 31, 2020: Total Currently Exercisable Price per Share Expiration Date Warrants related to August 2016 financing 5,350 5,350 $ 300.00 February 2, 2022 Warrants related to August 2016 financing 500 500 $ 385.50 August 2, 2021 Warrants related to December 2016 financing 68,567 68,567 $ 200.00 December 14, 2021 Warrants related to March 2018 financing 15,810 15,810 $ 114.00 September 9, 2023 Warrants related to March 2018 financing 1,107 1,107 $ 158.00 March 6, 2023 Warrants related to July 2018 financing 257,143 257,143 $ 35.00 July 25, 2023 Warrants related to July 2018 financing 15,428 15,428 $ 43.75 July 25, 2023 Warrants related to May 2019 financing 11,900 11,900 $ 12.50 May 23, 2024 Warrants related to October 2019 financing 217,200 217,200 $ 2.50 October 10, 2024 Warrants related to October 2019 financing 30,916 30,916 $ 3.13 October 8, 2024 On October 10, 2019 we completed a public offering of an aggregate of 1,183,400 shares of our common stock (or common stock equivalents) and warrants to purchase an aggregate of 1,183,400 shares of common stock with gross proceeds to us of approximately $3.0 million. The warrants are exercisable for five years at an exercise price equal to the public offering price. The offering was priced at $2.50 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $2.4 million. The placement agent received warrants to purchase 82,838 shares of common stock, at an exercise price of $3.125, that will expire October 8, 2024 and are subject to a six month lock-up. In the quarter ended December 31, 2019, 39,528 of these warrants were exercised, providing us with proceeds of $99,000. During 2020, an additional 978,594 of these warrants were exercised, providing us with proceeds of $2.5 million. On May 23, 2019 we completed a public offering of an aggregate of 170,000 shares of our common stock with gross proceeds to us of $1.7 million. The offering was priced at $10 per share of common stock. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was approximately $1.4 million. The placement agent received warrants to purchase 11,900 shares of common stock, at an exercise price of $12.50, that are subject to a nine month lock-up and will expire May 23, 2024. On July 30, 2018 we completed a public offering of an aggregate of 257,142 shares of our common stock (or common stock equivalents initially in the form of Series E Preferred Stock) and warrants to purchase an aggregate of 257,142 shares of common stock with gross proceeds to us of $9.0 million. The net proceeds to us from the offering, after deducting the placement agent fees and our estimated offering expenses, was $7.98 million. The offering was priced at $35 per share of common stock (or common stock equivalent), with each share of common stock (or common stock equivalent) sold with one five-year warrant to purchase one share of common stock, at an exercise price of $35 per share. The placement agent also received warrants to purchase 15,428 shares of common stock, at an exercise price of $43.75, that are subject to a six month lock-up and will expire July 25, 2023. On March 7, 2018, we announced the pricing of a registered offering of common stock (and common stock equivalents) with total gross proceeds of approximately $2 million. The closing of the registered public offering was completed on March 9, 2018. The net proceeds to us from the registered offering, after deducting the placement agent fees and our estimated offering expenses, was $1.7 million. In a concurrent private placement, we issued to the investor in the registered offering, an unregistered warrant (the “Warrants”) to purchase one share of common stock for each share of common stock or Pre-funded Warrants purchased in the registered offering. The Warrants have an exercise price of $114 per share, shall be exercisable immediately and will expire five years and six months from the date of issuance. The Warrants are exercisable for cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise. The exercise price of the Warrants is not subject to a “price-based” anti-dilution adjustment. Our warrants are exercisable by paying cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise for unregistered shares of common stock. The exercise price of the warrants is subject to standard antidilutive provision adjustment in the case of stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders. The exercise price of the warrants is not subject to “price-based” anti-dilution adjustment. We have determined that these warrants related to issuance of common stock are subject to equity treatment because the warrant holder has no right to demand cash settlement and there are no unusual anti-dilution rights. | |
Allied Integral United Inc [Member] | |||
Stockholders' Equity | 10. Equity / (Deficit) The material terms of the certificate of the incorporation became effective as of September 2018. The amended and restated certificate of incorporation authorizes the Company to issue 100,000,000 shares of common stock, par value of $0.01 per share and 30,000,000 shares of preferred stock, $0.01 par value. Common Stock As of January 1, 2018, the Company entered into separate amended and restated equity agreements authorizing the issuance of up to 400,091 shares of common stock. An additional 10,000 common stock shares were purchased at par value $.01 for $100 for a total of 410,091 common stock shares issued and outstanding on December 31, 2019. For the three months ended March 31, 2021, the company awarded restricted stock in the amount of 57,000 shares to various officers and employees. The common stock shares were vested for compensation for services in the amount of $570,000 during 2021. The Company reserved 1,200,000 shares of restricted stock in the amount of $12,000,000 contingent upon the Company’s successful public filing for issuance to certain members in Note 1 described as 2018 acquisition targets. Liquidation Preference In the event of the Company’s liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preferences that may be granted to the holders of any then outstanding shares of preferred stock. Rights and Preferences Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which the Company may designate and issue in the future. Voting Rights Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. The Company’s amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose. In addition, the Company’s amended and restated certificate of incorporation also provides that the Company’s directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the consolidated voting power of all the Company’s stockholders entitled to vote on the election of directors, voting together as a single class. Subject to supermajority votes for some matters, matters shall be decided by the affirmative vote of the Company’s stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter, provided that the holders of the Company’s common stock are not allowed to vote on any amendment to the Company’s certificate of incorporation that relates solely to the terms of one or more series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders or one or more such series, to approve such amendment. The affirmative vote of the holders of at least 75% of the votes that all of the Company’s stockholders would be entitled to cast in any annual election of directors and, in some cases, the affirmative vote of a majority of minority stockholders entitled to vote in any annual election of directors are required to amend or repeal the Company’s bylaws, amend or repeal certain provisions of the Company’s certificate of incorporation, approve certain transactions with certain affiliates, or approve the sale or liquidation of the company. The vote of a majority of minority stockholders applies when an individual or entity and its affiliates or associates together own more than 50% of the voting power of the Company’s then outstanding capital stock. Preferred Stock Equity of the Company Series A 6.75% cumulative convertible preferred stock, $0.01 par value, had 15,000,000 authorized shares with 9,351,043 and 9,213,705 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. Each share of Series A preferred stock has a stated value equal to the Series A original issue price. The conversion rate to the number of shares of common stock is equal to 1 share for each share of Series A preferred stock. On December 31, 2018, Allied Integral United, Inc. acquired the businesses of certain affiliates and entities; see “Equity of Subsidiary” note below. The debt and equity of these affiliates and entities was converted to equity through the issuance of Series A 6.75% preferred stock. Dividends and Distributions For the Three months ended March 31, 2021 and March 31, 2020, the Company recognized dividends for the 6.75% Series A preferred stock in the amount of $2,746,760 and $2,738,580, respectively. Warrants As of March 31, 2021, the Company issued warrants to investors in the Alt Care Preferred and units of limited partnership interests in Clearday OZ Fund that totaled 467,858 and 640,038, respectively. At the time of a public offering 1,107,896 shares will be converted at $8 per share. Restricted Stock On March 31, 2021, the Company issued an additional 57,000 total shares of restricted common stock to executives of the Company, an officer of the Company and certain employees of the Company. For the three months ended March 31, 2021, shares issued of restricted common stock vest over 33 months and the Company valued the 57,000 shares at $10 per share, on the date of the agreement. As of March 31, 2021, the Company has awarded restricted stock worth $5,103,160 to various officers, directors and consultants (510,316 restricted shares) that will be amortized over the requisite service period..As of March 31, 2021, there was $2,765,330 in unamortized stock compensation. Equity of Subsidiary Non-Controlling Interest In November 2019, a certificate of incorporation was entered into by AIU Alt Care for Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share. The agreement authorizes the issuance of 1,500,000 shares of preferred stock and 1,500,000 of common stock and the number of shares designated is 700,000. Each share of Series I preferred stock shall have a stated value equal to the Series I original issue price. The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company’s common stock. For the three months ended March 31, 2021, $257,000 was invested in AIU Alt Care in exchange for 25,700 shares. In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund which is managed by AIU Impact Management, LLC, as the general partner. For the three months ended March 31, 2021, Clearday OZ Fund issued 41,317 units of limited partnership units in the amount $413,167, which convert into one share of common stock. For the three months ended March 31, 2020, 25,700 units of limited partnership interests in Clearday OZ Fund were issued in the amount of $257,000. On March 31, 2020, AIU Alt Care entered into an independent consulting agreement, or the Consulting Agreement, pursuant to which the Company issued 5,000 shares of AIU Alt Care Preferred Stock to the Consultant as partial consideration for financial services rendered. In connection with this transaction, the Company valued the 5,000 shares of AIU Alt Care Preferred Stock at $10 per share for $50,000, on the date of the agreement. Non-Controlling Interest loss allocation The company applied ASC 810-10 guidance to correctly allocate the percentage of loss attributable to the NCI of each company. For the three months ended March 31, 2021, the loss for AIU Alt Care is $234,334 and gain for Clearday Oz Fund is $6,503. For the three Months ended March 31, 2020, the losses for both AIU Alt Care and Clearday OZ were $208,157 and $332,739, respectively. Based on 99% ownership interest, AIU Alt Care incurred a loss attributable to the NCI amounting to $ 231,991 and Clearday OZ fund incurred a gain of $ 6,439 in 2021 and incurred losses of $206,097 and $329,444, respectively, for 2020 Cumulative Convertible Preferred Stock and Limited Partnership Interests in Subsidiaries (NCI) For the three months ended March 31, 2021, AIU Alt Care closed subscriptions and issued and sold 25,700 shares of Series I Cumulative Convertible Preferred Stock (the “Alt Care Preferred Stock”), par value $0.01 per share, and 41,317 units of limited partnership interests in Clearday OZ Fund. The terms and conditions of the Alt Care Preferred Stock and the limited partnership interests in the Clearday OZ Fund allow the investors in such interests to exchange such securities into the Company’s common stock at the then Company common stock price. For the three months ended March 2021, AIU Alt Care and Clearday OZ fund issued 25,700 and 41,317 warrants, respectively. Each warrant has a term of ten years and provides for the purchase of the 1 share of the Company’s common stock at a cash exercise price equal to 50% of the price per share of the Company’s common stock when the Company becomes a public company by filing a registration statement, reverse merger or other transaction. The number of shares of the Company’s common stock and the warrant exercise price will be subject to adjustment for stock dividends, stock splits, combinations or other similar recapitalizations after the initial exercise price has been determined. Dividends on the Alt Care Preferred Stock and preferred distributions on the units of limited partnership interests in Clearday OZ Fund are at each calendar quarterly month end at the applicable dividend rate (10.25%) on the original issue price of the Alt Care Preferred Stock or the units limited partnership interests. Dividends will either (a) be payable in cash, if and to the extent declared by the board of directors or the general partner, or (b) by issuing Dividend Shares equal to the aggregate accrued dividend divided by the Series I Original Issue Price. Dividends, if noticed to the Holder, will be payable after the Dividend Payment Date. Each of the Company, Alternative Care and Clearday OZ Fund shall redeem the Alt Care Preferred Stock or the units of limited partnership interests on the 10 Year Redemption Date that is ten years after the final closing of the offering. The cash at a redemption price is equal to the unreturned investment in the Alt Care Preferred Stock or units of limited partnership interests. Upon consummation of certain equity offerings prior to May 1, 2022, AIU Alt Care may, at its option, redeem all or a part of the Alt Care Preferred Stock for the liquidation preference plus a make-whole premium. In addition, upon the occurrence of, among other things (i) any change of control, (ii) a liquidation, dissolution, or winding up, (iii) certain insolvency events, or (iv) certain asset sales, each holder may require the Company to redeem for cash all of such holder’s then outstanding shares of Alt Care Preferred Stock. The Certificate of Designation also sets forth certain limitations on the Company’s ability to declare or make certain dividends and distributions and engage in certain reorganizations. The limited partnership agreement has similar provisions. Subject to certain exceptions, the holders of Alt Care Preferred Stock and the units of limited partnership interests have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock or partnership interests, and are not be entitled to call a meeting of such holders for any purpose, nor are they entitled to participate in any meeting of the holders of the Company’s common stock or participate in the management of Clearday OZ Fund by its general partner. | 10. Equity / (Deficit) The material terms of the certificate of the incorporation became effective as of September 2018. The amended and restated certificate of incorporation authorizes the Company to issue 100,000,000 shares of common stock, par value of $0.01 per share and 30,000,000 shares of preferred stock, $0.01 par value. Common Stock As of January 1, 2018, the Company entered into separate amended and restated equity agreements authorizing the issuance of up to 400,091 shares of common stock. An additional 10,000 common stock shares were purchased at par value $.01 for $100 for a total of 410,091 common stock shares issued and outstanding on December 31, 2019. The Company awarded restricted stock in the amount of 453,316 shares to various officers, directors and a consultant; during the year ended December 31, 2020, 169,993 common stock shares were vested for compensation for services in the amount of $1,699,935 during 2020. The Company reserved 1,200,000 shares of restricted stock in the amount of $12,000,000 contingent upon the Company’s successful public filing for issuance to certain members in Note 1 described as 2018 acquisition targets. Liquidation Preference In the event of the Company’s liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preferences that may be granted to the holders of any then outstanding shares of preferred stock. Rights and Preferences Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which the Company may designate and issue in the future. Voting Rights Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. The Company’s amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose. In addition, the Company’s amended and restated certificate of incorporation also provides that the Company’s directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the consolidated voting power of all the Company’s stockholders entitled to vote on the election of directors, voting together as a single class. Subject to supermajority votes for some matters, matters shall be decided by the affirmative vote of the Company’s stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter, provided that the holders of the Company’s common stock are not allowed to vote on any amendment to the Company’s certificate of incorporation that relates solely to the terms of one or more series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders or one or more such series, to approve such amendment. The affirmative vote of the holders of at least 75% of the votes that all of the Company’s stockholders would be entitled to cast in any annual election of directors and, in some cases, the affirmative vote of a majority of minority stockholders entitled to vote in any annual election of directors are required to amend or repeal the Company’s bylaws, amend or repeal certain provisions of the Company’s certificate of incorporation, approve certain transactions with certain affiliates, or approve the sale or liquidation of the company. The vote of a majority of minority stockholders applies when an individual or entity and its affiliates or associates together own more than 50% of the voting power of the Company’s then outstanding capital stock. Preferred Stock Equity of the Company Series A 6.75% cumulative convertible preferred stock, $0.01 par value, had 15,000,000 authorized shares with 9,213,705 and 8,666,481 issued and outstanding as of December 31, 2020 and 2019, respectively. Each share of Series A preferred stock has a stated value equal to the Series A original issue price. The conversion rate to the number of shares of common stock is equal to 1 share for each share of Series A preferred stock. On December 31, 2018, Allied Integral United, Inc. acquired the businesses of certain affiliates and entities; see “Equity of Subsidiary” note below. The debt and equity of these affiliates and entities was converted to equity through the issuance of Series A 6.75% preferred stock. In connection with the 2018 Acquisition Merger, referred to in Note 1 – Organization and Going Concern, certain investors in subsidiaries of the constituent entities chose to not participate in the 2018 Acquisition Merger. At December 31, 2019, there were dissenting investors who were owed $1,353,000; this was accrued in accounts payable. As of December 31, 2020, the dissenting investors were paid in full. Dividends and Distributions For the years ended December 31, 2020 and 2019, the Company recognized dividends for the 6.75% Series A preferred stock in the amount of $10,944,480 and $10,981,490, respectively. Warrants In 2019 and 2020, the Company issued warrants to investors in the Alt Care Preferred and units of limited partnership interests in Clearday OZ Fund that totaled 577,683 and 463,196, respectively. At the time of a public offering 1,040,879 shares will be converted at $8 per share. Restricted Stock On March 31, 2020, the Company issued 20,000 shares of restricted common stock to an executive of the Company These shares of restricted common stock vest immediately and the Company valued the 20,000 shares at $10 per share, on the date of the agreement. On March 31, 2020, the Company entered into an independent consulting agreement with a related party, pursuant to which the Company issued 204,158 shares of restricted common stock to the Consultant as partial consideration for legal advisory services rendered. These shares of restricted common stock vest immediately and the Company valued the 204,158 shares at $10 per share, on the date of the agreement. On March 31, 2020, the Company issued 20,000 shares of restricted common stock to an officer in exchange for services to be rendered. These shares of restricted common stock vest immediately and the Company valued the 20,000 shares at $10 per share on the date of the agreement. On March 31, 2020, the Company entered into an independent consulting agreement, or the Consulting Agreement, with a third party, pursuant to which the Company issued 204,158 shares of restricted common stock to the Consultants as partial consideration for software consulting services rendered. These shares of restricted common stock vest immediately and the Company valued the 204,158 shares at $10 per share, on the date of the agreement. As of December 31, 2020, the Company has awarded restricted stock worth $4,533,160 to various officers, directors and consultants that has been amortized over a twenty-four-month service period in the amount of $566,645 per quarter. Total amortized 2020 compensation is $1,699,935 and total unamortized compensation is $2,833,225 as of December 31, 2020. Equity of Subsidiary Non-Controlling Interest In November 2019, a certificate of incorporation was entered into by AIU Alt Care for Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share. The agreement authorizes the issuance of 1,500,000 shares of preferred stock and 1,500,000 of common stock and the number of shares designated is 700,000. Each share of Series I preferred stock shall have a stated value equal to the Series I original issue price. The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company’s common stock. For the year ended December 31, 2020, $3,206,576 was invested in AIU Alt Care in exchange for 320,658 shares. In addition, 32,500 shares of AIU Alt Care preferred stock in the amount of $325,000 was issued for a debt-to-equity transaction, $60,000 for indemnification fees and $50,000 compensation for services. For the year ended December 31, 2019 $780,000 was invested in the AIU Alt Care in exchange for 78,000 shares. In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund which is managed by AIU Impact Management, LLC, as the general partner. For the year ended December 31, 2020, Clearday OZ Fund issued 99,038 units of limited partnership units in the amount $990,387, which convert into one share of common stock. For the year ended December 31, 2019, 499,682 units of limited partnership interests in Clearday OZ Fund were issued in the amount of $4,996,827. On March 31, 2020, AIU Alt Care entered into an independent consulting agreement, or the Consulting Agreement, pursuant to which the Company issued 5,000 shares of AIU Alt Care Preferred Stock to the Consultant as partial consideration for financial services rendered. In connection with this transaction, the Company valued the 5,000 shares of AIU Alt Care Preferred Stock at $10 per share for $50,000, on the date of the agreement. Non-Controlling Interest loss allocation The company applied ASC 810-10 guidance to correctly allocate the percentage of loss attributable to the NCI of each company. For the year ended December 31, 2020, the losses for both AIU Alt Care and Clearday Oz Fund are $528,044 and $1,486,902, respectively. For the year ended December 31, 2019, the losses for both AIU Alt Care and Clearday OZ were $215,500 and $405,120, respectively. Both AIU Alt Care and Clearday OZ Fund incurred losses attributable to the NCI of each company based on the Company’s 99% ownership interest in the amount of $522,675 and $1,472,033, respectively for 2020, and $213,345 and $401,169, respectively, for 2019. Cumulative Convertible Preferred Stock and Limited Partnership Interests in Subsidiaries (NCI) For the year ended December 31, 2020, AIU Alt Care closed subscriptions and issued and sold 320,657 shares of Alt Care Preferred Stock, par value $0.01 per share, and 99,038 units of limited partnership interests in Clearday OZ Fund, as well as 32,500 shares of Series I Preferred Stock that were issued in a debt-to-equity conversion. For the year ended December 31, 2019, AIU Alt Care closed subscriptions and issued and sold 78,000 shares of 10.25% Series I Cumulative Convertible Preferred Stock (the “Alt Care Preferred Stock”), par value $0.01 per share, and 519,683 units of limited partnership interests in Clearday OZ Fund. The terms and conditions of the Alt Care Preferred Stock and the limited partnership interests in the Clearday OZ Fund allow the investors in such interests to exchange such securities into the Company’s common stock at the then Company common stock price. AIU Alt Care has also issued 442,158 and 598,721 warrants to the investors in AIU Alt Care and Clearday OZ Fund, respectively; however, the warrants cannot be exercised until the date AIU becomes a public company. In addition, AIU Alt Care has non-cash items including $325,000 for a debt-to-equity transaction, $60,000 for indemnification fees and $50,000 compensation for services. Each warrant has a term of ten years and provides for the purchase of the 1 share of the Company’s common stock at a cash exercise price equal to 50% of the price per share of the Company’s common stock when the Company becomes a public company by filing a registration statement, reverse merger or other transaction. The number of shares of the Company’s common stock and the warrant exercise price will be subject to adjustment for stock dividends, stock splits, combinations or other similar recapitalizations after the initial exercise price has been determined. Dividends on the Alt Care Preferred Stock and preferred distributions on the units of limited partnership interests in Clearday OZ Fund are at each calendar quarterly month end at the applicable dividend rate (10.25%) on the original issue price of the Alt Care Preferred Stock or the units limited partnership interests. Dividends will either (a) be payable in cash, if and to the extent declared by the board of directors or the general partner, or (b) by issuing Dividend Shares equal to the aggregate accrued dividend divided by the Series I Original Issue Price. Dividends, if noticed to the Holder, will be payable after the Dividend Payment Date. Each of the Company, Alternative Care and Clearday OZ Fund shall redeem the Alt Care Preferred Stock or the units of limited partnership interests on the 10 Year Redemption Date that is ten years after the final closing of the offering. The cash at a redemption price is equal to the unreturned investment in the Alt Care Preferred Stock or units of limited partnership interests. Upon consummation of certain equity offerings prior to May 1, 2022, AIU Alt Care may, at its option, redeem all or a part of the Alt Care Preferred Stock for the liquidation preference plus a make-whole premium. In addition, upon the occurrence of, among other things (i) any change of control, (ii) a liquidation, dissolution, or winding up, (iii) certain insolvency events, or (iv) certain asset sales, each holder may require the Company to redeem for cash all of such holder’s then outstanding shares of Alt Care Preferred Stock. The Certificate of Designation also sets forth certain limitations on the Company’s ability to declare or make certain dividends and distributions and engage in certain reorganizations. The limited partnership agreement has similar provisions. Subject to certain exceptions, the holders of Alt Care Preferred Stock and the units of limited partnership interests have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock or partnership interests, and are not be entitled to call a meeting of such holders for any purpose, nor are they entitled to participate in any meeting of the holders of the Company’s common stock or participate in the management of Clearday OZ Fund by its general partner. |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Savings Plan | Note 6 — Employee Savings Plan In December 1989, the Board of Directors approved a 401(k) savings plan (the “401(k) Plan”) for our employees that became effective in 1990. Eligible employees may elect to make contributions under the terms of the 401(k) Plan; however, contributions by us are made at the discretion of management. We made a contribution of $29,000 to the 401(k) plan in 2020, and $79,000 and $72,000 in 2019 and 2018, respectively. |
Leases (Allied Integral United
Leases (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allied Integral United Inc [Member] | ||
Leases | 4. Leases The Company follows ASC 842, as discussed in Note 1 – Summary of Significant Accounting Policies, the Company has elected the package of practical expedients offered in the transition guidance which allows management not to reassess the lease identification, lease classification, and initial direct costs. The Company has elected the accounting policy practical expedient to exclude recording short term leases for all asset classes, as right-of-use assets, and lease liabilities on the consolidated balance sheet. Finally, the Company has elected to recognize lease components and non-lease components separately for real estate leases. Leases for Memory Care Facilities The Company leased three memory care facilities from MHI-MC San Antonio, LP, MHI-MC Little Rock, LP, and MHI-MC New Braunfels, LP (collectively “MHI entities”) under three separate lease agreements and originally recorded a right of use asset and a lease liability of $36,233,592 and $944,038, respectively. The Amended Leases contain three options to renew, which were not considered reasonably certain of being exercised as of the lease commencement date nor the balance sheet date. As of March 31, 2021, the Company leased one memory care facility from MC-Simpsonville, SC-1-UT, LLC (the “Simpsonville Landlord”) under a 15-year non-cancelable lease agreement. Provided the Company is not in default, the lease agreement has three successive five-year renewal options and has the right of first refusal to acquire the Simpsonville Landlord’s interest in the property in certain situations. Beginning January 2019, the Company ceased paying the Simpsonville Landlord rent. The Landlord filed a lawsuit against the guarantors of the lease and on October 21, 2020, the trial court issued a final judgment of the damages for the plaintiff in the amount of $2,801,365. The trial court has not made findings of fact related to the Company’s liability under the Lease. Additionally, the Company has appealed the trial court judgement as they believe it has reasonable likelihood of success to reduce certain fees in the amount of $190,043 in past taxes and $248,074 in attorney’ fees. the Company has accrued an amount that it determines is reasonable with respect to this contingency. See Note 7 – Commitments and Contingencies for additional information. All leases are classified as operating leases. The Company does not have any leases within its non-core business. Therefore, no right-of-use assets or lease liabilities were recorded within non-current assets held for sale or lease liability on the consolidated balance sheet following the adoption of ASC 842. Weighted-average remaining lease terms and discount rate as of March 31, 2021 are 14.8 years and 8.25%, respectively. Lease Costs For the three months ended March 31, 2021, the lease costs recorded in the unaudited condensed consolidated statement of operations are as follows: For the Three Months ended March 31, 2021 2020 Lease costs: Operating lease costs $ 1,129,542 $ 1,301,299 Short-term lease costs 11,851 30,276 Total lease costs $ 1,141,393 $ 1,331,575 Operating Lease Payments The following table summarizes the maturity of the Company’s operating lease liabilities as of March 31, 2021: Year Ending Operating Leases 2021 – remainder of year 2,955,950 2022 4,026,961 2023 4,121,550 2024 4,218,384 2025 4,310,799 2026 4,439,167 2027 4,537,167 Thereafter 40,267,540 Total minimum lease payments $ 68,877,518 Less: amounts representing interest 30,544,177 Present value of future minimum lease payments $ 38,333,341 Less current portion 944,038 Non-current lease liabilities $ 37,389,303 | 4. Leases The Company follows ASC 842, as discussed in Note 1 – Summary of Significant Accounting Policies, the Company has elected the package of practical expedients offered in the transition guidance which allows management not to reassess the lease identification, lease classification, and initial direct costs. The Company has elected the accounting policy practical expedient to exclude recording short term leases for all asset classes, as right-of-use assets, and lease liabilities on the consolidated balance sheet. Finally, the Company has elected to recognize lease components and non-lease components separately for real estate leases. Leases for Memory Care Facilities The Company leased three memory care facilities from MHI-MC San Antonio, LP, MHI-MC Little Rock, LP, and MHI-MC New Braunfels, LP (collectively “MHI entities”) under three separate lease agreements and originally recorded a right of use asset and a lease liability of $37,750,615. The Amended Leases contain three options to renew, which were not considered reasonably certain of being exercised as of the lease commencement date nor the balance sheet date. As of December 31, 2019, the Company leased one memory care facility from MC-Simpsonville, SC-1-UT, LLC (the “Simpsonville Landlord”) under a 15-year non-cancelable lease agreement. Provided the Company is not in default, the lease agreement has three successive five-year renewal options and has the right of first refusal to acquire the Simpsonville Landlord’s interest in the property in certain situations. Beginning January 2019, the Company ceased paying the Simpsonville Landlord rent. The Landlord filed a lawsuit against the guarantors of the lease and on October 21, 2020, the trial court issued a final judgment of the damages for the plaintiff in the amount of $2,801,365. The trial court has not made findings of fact related to the Company’s liability under the Lease. Additionally, the Company has appealed the trial court judgement as they believe it has reasonable likelihood of success to reduce certain fees in the amount of $190,043 in past taxes and $248,074 in attorney’ fees. Clearday has accrued an amount that it determines is reasonable with respect to this contingency. See Note 7 – Commitments and Contingencies for additional information. All leases are classified as operating leases. The Company does not have any leases within its non-core business. Therefore, no right-of-use assets or lease liabilities were recorded within non-current assets held for sale or lease liability on the consolidated balance sheet following the adoption of ASC 842. Weighted-average remaining lease terms and discount rate as of December 31, 2020 are 15.1 years and 8.25%, respectively. Lease Costs For the year ended December 31, 2020, the lease costs recorded in the consolidated statement of operations are as follows: For the years ended December 31, 2020 2019 Lease costs: Operating lease costs $ 4,545,660 $ 4,957,539 Short-term lease costs 95,184 64,657 Total lease costs $ 4,640,844 $ 5,022,196 Operating Lease Payments The following table summarizes the maturity of the Company’s operating lease liabilities as of December 31, 2020: Year ending December 31, Operating Leases 2021 $ 3,934,567 2022 4,026,961 2023 4,121,550 2024 4,218,384 2025 4,310,799 Thereafter 49,218,168 Total minimum lease payments 69,830,429 Less: amounts representing interest 31,423,222 Present value of future minimum lease payments 38,407,207 Less current portion 790,126 Non-current lease liabilities $ 37,617,081 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | 5. Commitments and Contingencies Operating Leases We leased all of our properties. All of our operations, including our manufacturing facilities, comprising approximately 94,000 square feet, were located in an industrial complex in Austin, Texas that expired in March 31, 2020. We did not renew this lease as we ceased our Conductus wire manufacturing efforts to pursue our merger with Clearday. Our Austin lease contained a renewal option and also required us to pay utilities, insurance, taxes and other operating expenses. For the three months ended April 3, 2021, operating lease expense was $0. Patents and Licenses We had entered into various licensing agreements requiring royalty payments ranging from 0.13% to 2.5% of specified product sales. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. In the event that we fail to pay any minimum annual royalties, these licenses may automatically be terminated . We have no minimum payments under operating leases and license obligations going forward. | Note 7 — Commitments and Contingencies Operating Leases We leased all of our properties. All of our operations, including our manufacturing facilities, comprising approximately 94,000 square feet, were located in an industrial complex in Austin, Texas that expired in March 31, 2020. We did not be renew this lease as we ceased our Conductus wire manufacturing efforts to pursue our merger with Clearday. Our Austin lease contained a renewal option and also required us to pay utilities, insurance, taxes and other operating expenses. For 2020, 2019 and 2018, rent expense was $203,000, $579,000, and $387,000, respectively. Patents and Licenses We had entered into various licensing agreements requiring royalty payments ranging from 0.13% to 2.5% of specified product sales. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. In the event that we fail to pay any minimum annual royalties, these licenses may automatically be terminated . We have no minimum lease payments under operating leases and license obligations going forward. | |
Allied Integral United Inc [Member] | |||
Commitments and Contingencies | 7. Commitments and Contingencies Franchise Agreements- Non-Core The franchise agreement with Wyndham Hotel Group (dba MicrotelInns and Suites Franchising, Inc.) (“Microtel”) for PLBH is still effective and will end after a period of 20 years on October 12, 2032. In accordance with the agreements, the Companies are obligated to pay certain fees including a percentage (between two and eight percent) of gross revenues of each of the hotels for which the Companies receive services which include access to reservation systems, centralized marketing, and other services. During the three months ended March 31, 2021 and 2020, the Companies incurred an aggregate of zero and $105,069, respectively, related to our franchise agreements. The Company pays the following fees as a percentage of gross income for the hotels, and they include: (a) Royalty and marketing fee of 6% and 2% respectively to the Wyndham Hotel Group (b) Online travel agency fees that range from 11% - 14% (c) Occupancy and County fees paid to the Count of Bexar for SeaWorld (through March 11, 2021) are 6% and 1.25% respectively (d) Occupancy and City fees paid to the City of Buda are 6% and 7% respectively Contingencies The tenant, MCA Simpsonville Operating Company LLC, referred to as Tenant, of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville facility, and other affiliates of the Company have a dispute with the landlord of the Simpsonville Facility, MC-Simpsonville, SC-UT, LLC, referred to as the Landlord, and its affiliates (Embree Group of Companies: Embree Construction Group, Inc., Embree Asset Group, Inc., and Embree Capital Markets Group, Inc., referred to collectively as Embree) under the terms of the lease regarding alleged material construction and related defects of the Simpsonville Facility and other memory care facilities that have been built by Embree and are leased by subsidiaries of MCA, including the significant costs and additional investment that was required by MCA to remedy such defects. The Tenant has stopped paying rent and related charges under the lease for the Simpsonville Facility from and after January 1, 2019. The Landlord has made demands for past rent but has not instituted legal action against the Tenant. Instead, the Landlord filed a lawsuit against the guarantors of the lease, including Trident Healthcare Properties I, L.P., referred to as Trident, which is a wholly owned subsidiary of the Company and an unconditional guaranty of such lease; and the personal guarantors of the Tenant’s obligations under the Lease, including the Company’s Chairman and Chief Executive Officer. The Company has an obligation to indemnify and hold such individuals (other than the Company’s Chairman) harmless under such personal guarantees, and Trident is a consolidated subsidiary in the Company’s financial statements. The Company’s Chairman has indemnified the Company for all obligations of the Company with respect to obligations to the Landlord in connection with this litigation, including the Company’s obligations to such indemnified individuals and the Company’s subsidiaries. This litigation is captioned and numbered MC-Simpsonville, SC-UT, LLC v. Steve Person, et. al., Cause No. 19-0651-C368 and is pending in the 368th Judicial District Court of Williamson County, Texas. The trial court has issued a judgment on damages in the amount of $2,801,365. The trial court has not made findings of fact related to the Tenant’s liability under the Lease. The Company has accrued an amount that it determines is reasonable with respect to this contingency. The Company intends to appeal the trial court judgement including the amount of the damages. If the appeal is successful, then the trial court judgement may be vacated and a new trial will be required or the amount of the damage award may be reduced, or both, however the Company is not able to determine if it will prevail in such appeal. The Landlord filed a second action against Trident and the other guarantors on April 9, 2021, for claims similar to the action described above including relief for payment of rent past due and reimbursement of taxes from October 2020 to the time of the trial in this action. Trident and the other guarantors intend to respond to this action. The Company is not able to determine if it will prevail in such litigation. Certain subsidiaries of the Company that operate hotel assets have not paid employment related taxes such as required withholdings for Texas State unemployment taxes and federal income tax and employee and employer contributions for FICA (Social Security and Medicare) taxes, and federal unemployment tax for the period from December 31, 2018 to December 31, 2019. These subsidiaries have since made the appropriate filings with the Internal Revenue Service and the Company has accrued the full estimated amount of the underpaid taxes as well as the estimated penalties and interest. As of March 31, 2021, the amount of the estimated taxes, penalties, and interest, assuming that there is no waiver or mitigation of the penalties, is $605,653. The Company has accrued this amount in its unaudited condensed consolidated financial statements as of March 31, 2021. Trident and certain of its subsidiaries that are related to the MCA communities are subject to leases from Invesque Holdings, LP and its subsidiaries, referred to collectively as Invesque, filed for bankruptcy in the United Stated Bankruptcy Court of the Western District of Texas, San Antonio Division on June 4, 2019. The Trident subsidiaries that were debtors in the bankruptcy case are MCA, MCA Mainstreet Tenant LLC, MCA Westover Hills Operating Company LLC, MCA Management Company, Inc., MCA New Braunfels Operating Company, LLC, MCA Westover Hills, LLC and Memory Care at Good Shepherd, LLC. The bankruptcy case was dismissed on July 30, 2019 in consideration of a settlement agreement among Trident and its affiliates and Invesque and its affiliates which restructured the debt owed by Trident and its affiliates to Invesque and restructured the leases. The settlement agreement enabled Trident, MCA, and its subsidiaries to operate as going concerns and pay their prepetition debts in full. There is no aspect of this bankruptcy case that is currently pending. Trident and its subsidiaries continue to operate in compliance with the terms of the settlement agreements. In addition, from time to time, the Company becomes involved in litigation matters in the ordinary course of its business. Such litigations include two actions that allege negligence and other claims regarding the death of a resident in a memory care facility: (1) Diane Hamilton, as the Executor of the Estate of Theodore Wilkins Hamilton v. MCA Simpsonville Operating Company, LLC, which action was brought in South Carolina state court on August 6, 2020, and (2) John Gotierrez v MCA Westover Hills Operating Company, LLC, which action was brought in Texas state court on August 28, 2020. Each action is in the discovery stage of the proceeding. The Company has, with respect to each action: (1) referred the action to its insurance carrier, and (2) believes that it has valid and meritorious defenses, and (3) has not accrued any amounts in its consolidated financial statements. Although the Company is unable to predict with certainty the eventual outcome of any litigation, the Company does not believe any of its currently pending litigation is likely to have a material adverse effect on its business. Indemnification Agreements Certain lease and other obligations of the Company are guaranteed in whole or in part by James Walesa and/or BJ Parrish and others. The Company has agreed to indemnify and hold each such individual harmless for all liabilities and payments on account of any such guaranty. The lease obligations of the Company for its lease obligations for four of its five MCA facilities, including the lease of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville facility. This is the facility that is the subject of a litigation and judgement against certain of our subsidiaries. We have been fully indemnified by James Walesa for all obligations that the company may incur with respect to an adverse judgement against the Company, including any post-judgement interest. Such indemnification by James Walesa is under an agreement dated as of July 30, 2020. Under such agreement, James Walesa receives a fee equal to 2% of the total amount payable by AIU or any of its subsidiaries which is payable in units of shares of the Clearday Care Preferred and Clearday Warrants at $10.00 per unit, which is the same as the cash payment for such units by third parties in the offering of such units by Clearday Care. In the event that Mr. Walesa is required to make any payments under this indemnification, then Company will issue shares of Clearday Care Preferred and Clearday Warrants, at $10.00 per unit, for the amount of such payment. Subsequently, an amendment to the indemnification agreement above was signed on January 19, 2021 in which additional securities were pledged on behalf of James Walesa for all obligations that Company may incur with respect to an adverse judgement and/or any post-judgement interest. In the event that Mr. Walesa is required to make any payments under this amended indemnification agreement, then Company will issue shares of AIU Care, AIU Warrants and AIU Common Stock at $10.00 per unit as well as Series A Preferred at $20.00 per unit, for the amount of such payment. Superconductor Merger Commitment During the three months ended March 31, 2021, the Company agreed to pay Superconductor $120,000 per month beginning with February until June 30, 2021 (the “Operating Payments”) or an aggregate amount equal to $600,000. These payments will be deferred as may be agreed by Superconductor and the Company to the extent that Superconductor receives loans under the Payment Protection Program or other benefits under the Cares Act. Such payments will be deemed distribution to Superconductor by Naples JV, LLC on account of its preferred interests. | 7. Commitments and Contingencies Franchise Agreements- Non-Core The Companies have entered into franchise agreements with Wyndham Hotel Group (dba Microtel Inns and Suites Franchising, Inc.) (“Microtel”) for a period of 20 years for each of the properties expiring in August 30, 2030, and October 12, 2032 for PLTH and PLBH, respectively. In accordance with the agreements, the Companies are obligated to pay certain fees including a percentage (between two and eight percent) of gross revenues of each of the hotels for which the Companies receive services which include access to reservation systems, centralized marketing, and other services. During the years ended December 31, 2020 and 2019, the Companies incurred an aggregate of $67,375 and $521,967, respectively, for fees under the franchise agreements. The Company pays the following fees as a percentage of gross income for the hotels, and they include: (a) Royalty and marketing fee of 6% and 2% respectively to the Wyndham Hotel Group (b) Online travel agency fees that range from 11% - 14% (c) Occupancy and County fees paid to the Count of Bexar for SeaWorld are 6% and 1.25% respectively (d) Occupancy and City fees paid to the City of Buda are 6% and 7% respectively Contingencies The tenant, MCA Simpsonville Operating Company LLC, referred to as Tenant, of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville facility, and other affiliates of the Company have a dispute with the landlord of the Simpsonville Facility, MC-Simpsonville, SC-UT, LLC, referred to as the Landlord, and its affiliates (Embree Group of Companies: Embree Construction Group, Inc., Embree Asset Group, Inc., and Embree Capital Markets Group, Inc., referred to collectively as Embree) under the terms of the lease regarding alleged material construction and related defects of the Simpsonville Facility and other memory care facilities that have been built by Embree and are leased by subsidiaries of MCA, including the significant costs and additional investment that was required by MCA to remedy such defects. The Tenant has stopped paying rent and related charges under the lease for the Simpsonville Facility from and after January 1, 2019. The Landlord has made demands for past rent but has not instituted legal action against the Tenant. Instead, the Landlord filed a lawsuit against the guarantors of the lease, including Trident Healthcare Properties I, L.P., referred to as Trident, which is a wholly owned subsidiary of the Company and an unconditional guaranty of such lease; and the personal guarantors of the Tenant’s obligations under the Lease, including the Company’s Chairman and Chief Executive Officer. The Company has an obligation to indemnify and hold such individuals (other than the Company’s Chairman) harmless under such personal guarantees, and Trident is a consolidated subsidiary in the Company’s financial statements. The Company’s Chairman has indemnified the Company for all obligations of the Company with respect to obligations to the Landlord in connection with this litigation, including the Company’s obligations to such indemnified individuals and the Company’s subsidiaries. This litigation is captioned and numbered MC-Simpsonville, SC-UT, LLC v. Steve Person, et. al., Cause No. 19-0651-C368 and is pending in the 368th Judicial District Court of Williamson County, Texas. The trial court has issued a judgment on damages in the amount of $2,801,365. The trial court has not made findings of fact related to the Tenant’s liability under the Lease. Clearday has accrued an amount that it determines is reasonable with respect to this contingency. The Company intends to appeal the trial court judgement including the amount of the damages. If the appeal is successful, then the trial court judgement may be vacated and a new trial will be required or the amount of the damage award may be reduced, or both, however the Company is not able to determine if it will prevail in such appeal. The Landlord filed a second action against Trident and the other guarantors on April 9, 2021, for claims similar to the action described above including relief for payment of rent past due and reimbursement of taxes from October 2020 to the time of the trial in this action. Trident and the other guarantors intend to respond to this action. Clearday is not able to determine if it will prevail in such litigation. Certain subsidiaries of the Company that operate hotel assets have not paid employment related taxes such as required withholdings for Texas State unemployment taxes and federal income tax and employee and employer contributions for FICA (Social Security and Medicare) taxes, and federal unemployment tax for the period from December 31, 2018 to December 31, 2019. These subsidiaries have since made the appropriate filings with the Internal Revenue Service and the Company has accrued the full estimated amount of the underpaid taxes as well as the estimated penalties and interest. As of December 31, 2020, the amount of the estimated taxes, penalties, and interest, assuming that there is no waiver or mitigation of the penalties, is $585,000. The Company has accrued this amount in its consolidated financial statements as of December 31, 2020. Trident and certain of its subsidiaries that are related to the MCA communities are subject to leases from Invesque Holdings, LP and its subsidiaries, referred to collectively as Invesque, filed for bankruptcy in the United Stated Bankruptcy Court of the Western District of Texas, San Antonio Division on June 4, 2019. The Trident subsidiaries that were debtors in the bankruptcy case are MCA, MCA Mainstreet Tenant LLC, MCA Westover Hills Operating Company LLC, MCA Management Company, Inc., MCA New Braunfels Operating Company, LLC, MCA Westover Hills, LLC and Memory Care at Good Shepherd, LLC. The bankruptcy case was dismissed on July 30, 2019 in consideration of a settlement agreement among Trident and its affiliates and Invesque and its affiliates which restructured the debt owed by Trident and its affiliates to Invesque and restructured the leases. The settlement agreement enabled Trident, MCA, and its subsidiaries to operate as going concerns and pay their prepetition debts in full. There is no aspect of this bankruptcy case that is currently pending. Trident and its subsidiaries continue to operate in compliance with the terms of the settlement agreements. In addition, from time to time, the Company becomes involved in litigation matters in the ordinary course of its business. Such litigations include two actions that allege negligence and other claims regarding the death of a resident in a memory care facility: (1) Diane Hamilton, as the Executor of the Estate of Theodore Wilkins Hamilton v. MCA Simpsonville Operating Company, LLC, which action was brought in South Carolina state court on August 6, 2020, and (2) John Gotierrez v MCA Westover Hills Operating Company, LLC, which action was brought in Texas state court on August 28, 2020. Each action is in the discovery stage of the proceeding. The Company has, with respect to each action: (1) referred the action to its insurance carrier, and (2) believes that it has valid and meritorious defenses, and (3) has not accrued any amounts in its consolidated financial statements. Although the Company is unable to predict with certainty the eventual outcome of any litigation, the Company does not believe any of its currently pending litigation is likely to have a material adverse effect on its business. Indemnification Agreements Certain lease and other obligations of Clearday are guaranteed in whole or in part by James Walesa and/or BJ Parrish and others. Clearday has agreed to indemnify and hold each such individual harmless for all liabilities and payments on account of any such guaranty. The lease obligations of Clearday for its lease obligations for four of its five MCA facilities, including the lease of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville facility. This is the facility that is the subject of a litigation and judgement against certain of our subsidiaries. See “ Business - Legal Proceedings Subsequently, an amendment to the indemnification agreement above was signed on January, 19, 2021 in which additional securities were pledged on behalf of James Walesa for all obligations that Clearday may incur with respect to an adverse judgement and/or any post-judgement interest. In the event that Mr. Walesa is required to make any payments under this amended indemnification agreement, then Clearday will issue shares of AIU Care, AIU Warrants and AIU Common Stock at $10.00 per unit as well as Series A Preferred at $20.00 per unit, for the amount of such payment. Superconductor Merger Commitment Until the earlier to occur of the Effective Time or the termination of the merger agreement in accordance with its terms, Clearday will pay to Superconductor to its fund operating costs and expenses, $120,000 (each payment, an “Operating Payment”) per month, payment being due on the first business day of each calendar month commencing July 2021, and paid on or prior to the tenth day of each such month; provided, that the amount of an Operating Payment shall be deferred (and Clearday will not have a monthly payment obligation) to the extent that Parent has not exhausted the proceeds it received (or in the future may receive) on account of loans under the Paycheck Protection Program (the “PPP Loans”) administered by the United States Small Business Administration (“SBA”) established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act or amounts under the Employee Retention Credit under the CARES Act. Parent agrees to promptly apply for such funds and that the aggregate amount of the Operating Payments shall not be more than $600,000. For avoidance of doubt, PPP Loan proceeds are not Operating Payments. |
Related Party Transactions (All
Related Party Transactions (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allied Integral United Inc [Member] | ||
Related Party Transactions | 9. Related Party Transactions Background The Related Party Disclosures Topic provides disclosure requirements for related party transactions and certain common control relationships. Accounting and reporting issues concerning certain related party transactions and relationships are addressed in other Topics. Information about transactions with related parties is useful in comparing an entity’s results of operations and financial position with those of prior periods and with those of other entities. It helps users of financial statements to detect and explain possible differences. Debt There are some loans in which executive management has either loaned money to or received money from entities where they have a mutual interest. In addition, there are loans made by the company itself in which certain executives personally guarantee the debt. In both 2018 and 2019 both Cibolo Creek Partners, LLC (“Cibolo Creek”) and its affiliate Round Rock Development Partners, LP (“Round Rock”) have from time to time made loans to the Company under revolving credit notes that bear interest at the then applicable federal rate and are payable on demand or other date that was specified by such lender. Certain officers serve on the board of directors of Cibolo Creek. As of March 31, 2021, Cibolo Creek and Round Rock were owed $641,804 and $500,000 respectively by the Company. E quity Guarantees From time-to-time certain officers and directors will personally guarantee a loan. There is a guarantee fee agreement in place that details the amount of the fee as well as payment terms for certain executives in the Company. The amount of the fee is capped at 1% of the amount of the outstanding note regardless of how many guarantors there are on the loan or such other amount determined by the board of directors. Agents Arkadios Capital, LLC The Company’s president is currently a registered representative with Arkadios Capital LLC (“Arkadios”), a SEC full-service broker dealer. The Company entered into a placement agreement with Arkadios as a broker agent in 2019 and have retained their services as a non-exclusive placement agent in connection with the offering by AIU Alt Care and Clearday OZ Fund of their securities. No amounts have been earned or paid under this arrangement to date. DBC Strategy Partners, LLC. For the year ended December 31, 2020, the Company had retained DBC Strategy Partners, LLC, a company that is owned by Dickson Co, who was the interim Executive Vice President – Chief Financial Officer of the Company, while also providing bookkeeping services for fees in the amount of $5,350 and $7,250 respectively per month. In addition, Dickson Co has a restricted stock agreement that will award him 5,000 shares of the Company’s common stock. These shares of restricted common stock vest immediately and the Company valued the 5,000 shares at $10 per share, on the date of the agreement. In September 2020, the Company hired a permanent CFO so DBC Strategy Partners LLC owned by Dickson Co was given a 60-day notice to continue his bookkeeping services through year-end. The Company officially terminated Dickson Co on December 31, 2020 and he was retained through January 2021 to provide specific transition related services. | 9. Related Party Transactions Background The Related Party Disclosures Topic provides disclosure requirements for related party transactions and certain common control relationships. Accounting and reporting issues concerning certain related party transactions and relationships are addressed in other Topics. Information about transactions with related parties is useful in comparing an entity’s results of operations and financial position with those of prior periods and with those of other entities. It helps users of financial statements to detect and explain possible differences. Debt There are some loans in which executive management has either loaned money to or received money from entities where they have a mutual interest. In addition, there are loans made by the company itself in which certain executives personally guarantee the debt. In both 2018 and 2019 both Cibolo Creek Partners, LLC (“Cibolo Creek”) and its affiliate Round Rock Development Partners, LP (“Round Rock”) have from time to time made loans to the Company under revolving credit notes that bear interest at the then applicable federal rate and are payable on demand or other date that was specified by such lender. Certain officers serve on the board of directors of Cibolo Creek. A certain officer was owed $500,000 at December 31, 2019 and was repaid $175,000 in the first quarter 2020; the remaining balance of $325,000 was converted to 32,500 shares of Alt Care Preferred Stock. During 2020, the same officer was issued 6,000 Preferred shares in exchange for an indemnification in the Simpsonville settlement. See Note 7 – Indemnification Agreements. Equity Guarantees From time-to-time certain officers and directors will personally guarantee a loan. There is a guarantee fee agreement in place that details the amount of the fee as well as payment terms for certain executives in the Company. The amount of the fee is capped at 1% of the amount of the outstanding note regardless of how many guarantors there are on the loan or such other amount determined by the board of directors. Agents Arkadios Capital, LLC The Company’s president is currently a registered representative with Arkadios Capital LLC (“Arkadios”), a SEC full-service broker dealer. The Company entered into a placement agreement with Arkadios as a broker agent in 2019 and have retained their services as a non-exclusive placement agent in connection with the offering by AIU Alt Care and Clearday OZ Fund of their securities. No amounts have been earned or paid under this arrangement to date. Gadsden Growth Properties, Inc. Gadsden is a privately held company at which the Company’s two directors are directors. Gadsden is a non-affiliate company which pursued a public offering in 2018 which was not consummated. In connection with the proposed public offering, Gadsden was expected to purchase certain of the Company’s commercial real estate assets. The Company paid $296,000 to Gadsden for expenses related to the public offering and has not received payment as of December 31, 2020. The Company has written off the debt to bad debt expense. DBC Strategy Partners, LLC. The Company has retained DBC Strategy Partners, LLC, a company that is owned by Dickson Co, who was the interim Executive Vice President – Chief Financial Officer of the Company, while also providing bookkeeping services for fees in the amount of $5,350 and $7,250 respectively per month. In addition, Dickson Co has a restricted stock agreement that will award him 5,000 shares of the Company’s common stock. These shares of restricted common stock vest immediately and the Company valued the 5,000 shares at $10 per share, on the date of the agreement. In September 2020, the Company hired a permanent CFO so DBC Strategy Partners LLC owned by Dickson Co was given a 60-day notice to continue his bookkeeping services through year-end. The Company officially terminated Dickson Co on December 31, 2020 and he was retained through January 2021 to provide specific transition related services. Cash from Related Parties In December of 2020, a certain executive purchased 20,000 Limited Partnership units and 20,158 shares of Series I 10.25% cumulative convertible preferred stock in the amounts of $200,000 and $201,576 to Clearday OZ and AIU Alt Care, Inc., respectively. |
Discontinued Operations (Allied
Discontinued Operations (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allied Integral United Inc [Member] | ||
Discontinued Operations | 5. Discontinued Operations During the three months ended March 31, 2021, the company has entered into an agreement with Pender Capital Asset Based Lending Fund I, L.P. As per the agreement, the Seaworld property of the Company will be sold back to the lender, with the following terms and conditions: 1. The process of handing over the property will be completed on or before March 18, 2021 or any other date agreed between the parties. 2. Upon the closing of a sale of the Mortgaged Property by Pender to an unaffiliated third-party bona fide purchaser for less than the amounts owed under the Loan Documents, exclusive of any default interest and on the express condition that Borrower and Guarantors have complied with all other terms of this Agreement, Pender will collect a total amount of no more than $300,000 from Guarantors under the Payment Guaranty. 3. The original fees payable to the lender amounting to $150,000 will be paid and the sum will be adjusted from the total outstanding amount of the Company. 4. On the date of recording and completion of the Liquidation Event and the lapse of any applicable appeal period related thereto, Pender agrees to waive all accrued Default Interest, unpaid late charges, and accrued late fees owed under the Loan Documents on the express condition that Borrower and Guarantors have complied with all other terms of this Agreement. Accordingly, the assets of the said property are classified as Held for Sale. During the three months ended March 31, 2021, the Company signed an agreement (effective March 11, 2021) with Pender whereby they agree to deed the property back to the lender. Upon the closing of the sale of the property for less than the amounts owed under the loan, Pender can collect up to $300,000 from the guarantors of the loan for such a deficiency, as well as $150,000 in fees. In May 2021, the lender sold the SeaWorld property which created a shortfall of $216,000 plus the required payment of taxes in the amount of $82,500 which the Company has accrued as of March 31, 2021. In addition, the Company wrote off the asset and mortgage balance as of March 31, 2021. The company is liable to pay the property taxes for 2021 the amount would be due by January 31, 2022 and will be approximately $20,000. During the three months ended March 31, 2020, the Company sold three non-core assets: A hotel property, commercial real estate property and the remaining portion of a previously sold commercial real estate property. The commercial real estate property and the hotel property, which were owned separately by two of the Company’s subsidiaries in San Antonio, Texas, were sold, with proceeds of $13,300,000 and $2,500,000, respectively. Additionally, the remaining portion of a commercial real estate property located in San Antonio, Texas, was also sold, with proceeds of $700,000. See Note 6 - Indebtedness for more information regarding these and other transactions. Commercial Hotel Property Parcel - Commercial Property #2 Total 2020 Contract sales price $ 13,300,000 $ 2,500,000 $ 700,000 $ 16,500,000 Fees (1,461,312 ) (134,043 ) - (1,595,355 ) Seller buildout obligation (856,085 ) - - (856,085 ) Net book value of assets 6,425,983 1,981,889 622,466 9,030,338 Gain/(loss) on sale of assets $ 4,556,620 $ 384,068 $ 77,534 $ 5,018,222 The following statements are the unaudited condensed consolidated balance sheets and income statements for the Company’s discontinued operations: As of March 31, 2021 As of December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 206,539 $ 343,044 Restricted cash - 8,201 Accounts receivable 100 18,421 Prepaid expenses 77,204 23,641 Total current assets 283,843 393,307 Investments in non-consolidated entities 77,056 77,056 Note receivables 6,323 6,323 Real estate, property and equipment, net 5,362,836 8,312,836 Total long-term assets held for sale 5,446,214 8,396,215 TOTAL ASSETS $ 5,730,058 $ 8,789,522 LIABILITIES Current liabilities: Accounts payable $ 699 $ 66,650 Accrued expenses 855,392 1,031,583 Accrued interest 133,171 133,171 Current portion of long-term debt 1,758,223 4,107,599 Total current liabilities 2,747,485 5,339,003 Long-term liabilities: Note payable 530,596 784,945 Long-term debt, less current portion 4,883,682 5,121,760 Total long-term liabilities held for sale 5,414,278 5,906,705 TOTAL LIABILITIES $ 8,161,763 $ 11,245,708 For the three months ended March 31, 2021 March 31, 2020 Revenues Hotel room and other revenue $ - $ 377,073 Commercial property rental revenue 20,867 195,159 Total revenues, net 20,867 572,232 Costs and expenses Operating expenses 43,328 376,244 General and administrative expenses 268,646 800,477 Total operating expenses 311,974 1,176,721 (Loss) income from operations (291,107 ) (604,489 ) Other (income) expenses Interest expense 23,825 312,346 Gain/(loss) on disposal of assets 15,000 (5,018,222 ) Other expenses (17,920 ) 242,682 Total (income)/loss 20,905 (4,463,194 ) Net income/ (loss) $ (312,011 ) $ 3,858,705 | 5. Discontinued Operations During the year ended 2020, the Company sold three non-core assets: A hotel property, a commercial real estate property and the remaining portion of a previously sold commercial real estate property. The commercial real estate property and the hotel property, which were owned separately by two of the Company’s subsidiaries in San Antonio, Texas, were sold, with proceeds of $13,300,000 and $2,500,000, respectively. Additionally, the remaining portion of a commercial real estate property located in San Antonio, Texas, was also sold, with proceeds of $700,000. See Note 6 - Indebtedness for more information regarding these and other transactions. Commercial Hotel Property Parcel - Commercial Property #2 Total 2020 Contract sales price $ 13,300,000 $ 2,500,000 $ 700,000 $ 16,500,000 Fees (1,461,312 ) (134,043 ) - (1,595,355 ) Seller buildout obligation (856,085 ) - - (856,085 ) Net book value of assets 6,425,983 1,981,889 622,466 9,030,338 Gain/(loss) on sale of assets $ 4,556,620 $ 384,068 $ 77,534 $ 5,018,222 Two commercial real estate properties located in San Antonio, Texas that were owned by one of the Company’s subsidiaries were sold during 2019. The Company recorded fees related to both sales of $673,088 and these commercial real estate properties generated income from operations before income taxes of $144,643 for the year ended December 31, 2019, excluding the gains from the sale of these properties. These amounts are included in the Company’s consolidated statement of operations in the income (loss) from discontinued operations, net of tax. One commercial property located in Round Rock, Texas that was owned by one of the Company’s subsidiaries was also sold during 2019. The Company recorded fees related to the sale of $147,672 and this commercial property generated income from operations before income taxes of $526,652 for the year ended December 31, 2019, excluding the loss on the sale of this property. These amounts are included in the Company’s consolidated statement of operations in the income (loss) from discontinued operations, net of tax. Real Estate Property #1 Real Estate Property #2 Commercial Property #1 Total 2019 Contract Sales Price $ 7,000,000 $ 4,800,000 $ 3,500,000 $ 15,300,000 Net Book Value of Assets 5,215,542 4,971,062 2,466,551 12,653,155 Gain/(Loss) on Sale of Assets 1,784,458 (171,062 ) 1,033,449 2,646,845 Loss on Extinguishment of Debt (446,064 ) - (159,596 ) (605,660 ) Total P&L Impact $ 1,338,394 $ (171,062 ) $ 873,853 $ 2,041,185 The following statements are the consolidated balance sheets and income statements for the Company’s discontinued operations: December 31, 2020 December 31, 2019 ASSETS Current assets: Cash and cash equivalents $ 343,044 $ 570,284 Restricted cash 8,201 1,477,871 Accounts receivable 18,421 53,934 Prepaid expenses 23,641 54,665 Total current assets 393,307 2,156,754 Investments in non-consolidated entities 77,056 77,057 Note Receivables 6,323 6,323 Real estate, property and equipment, net 8,312,836 19,740,288 Other non-current assets - 319,000 Total long-term assets held for sale 8,396,215 20,142,668 TOTAL ASSETS $ 8,789,522 $ 22,299,422 LIABILITIES Current liabilities: Accounts payable $ 66,650 $ 1,757,761 Accrued expenses 1,031,583 1,752,400 Accrued interest 133,171 26,625 Current portion of long-term debt 4,107,599 3,166,978 Other current liabilities - 85,695 Total current liabilities 5,339,003 6,789,459 Long-term liabilities: Note payable 785,044 1,326,144 Deferred loan fees, net of amortization - (4,952 ) Long-term debt, less current portion 5,121,760 16,242,029 Total long-term liabilities held for sale 5,906,804 17,563,222 TOTAL LIABILITIES $ 11,245,807 $ 24,352,680 December 31, 2020 December 31, 2019 Revenues Hotel room and other revenue $ 353,437 $ 3,367,517 Commercial property rental revenue 220,388 2,306,509 Total revenues, net 573,825 5,674,026 Costs and expenses Operating expenses 598,995 3,770,306 Impairment 2,397,114 - General and administrative expenses 1,487,515 1,565,391 Total operating expenses 4,483,624 5,335,697 (Loss) income from operations (3,909,799 ) 338,329 Other (income) expenses Interest expense 696,431 1,825,796 Gain on disposal of assets (5,018,222 ) (2,646,845 ) Equity income from investees, net of applicable taxes (402,976 ) (1,228,133 ) Loss on debt extinguishment - 605,660 Other expenses (300,572 ) - Total income (5,025,340 ) (1,443,521 ) Net income $ 1,115,540 $ 1,781,851 |
Contractual Guarantees and Inde
Contractual Guarantees and Indemnities | 3 Months Ended | 12 Months Ended |
Apr. 03, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | ||
Contractual Guarantees and Indemnities | 6. Contractual Guarantees and Indemnities During our normal course of business, we make certain contractual guarantees and indemnities pursuant to which we may be required to make future payments under specific circumstances. We have not recorded any liability for these contractual guarantees and indemnities in the accompanying condensed consolidated financial statements. Warranties We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. Our warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warranty return rates and expenses over various warranty periods. Intellectual Property Indemnities We indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications. Director and Officer Indemnities and Contractual Guarantees We have entered into indemnification agreements with our directors and executive officers which require us to indemnify such individuals to the fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnities may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such director and officer indemnities have not had a material negative effect on our business, financial condition or results of operations. We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us. General Contractual Indemnities/Products Liability During the normal course of business, we enter into contracts with customers where we agree to indemnify the other party for personal injury or property damage caused by our products. Our indemnification obligations under such agreements are not generally limited in amount or duration. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such indemnities have not had a material negative effect on our business, financial condition or results of operations. We maintain general and product liability insurance as well as errors and omissions insurance which may provide a source of recovery to us in the event of an indemnification claim. | Note 8 — Contractual Guarantees and Indemnities During our normal course of business, we make certain contractual guarantees and indemnities pursuant to which we may be required to make future payments under specific circumstances. Warranties We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. Our warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warranty return rates and expenses over various warranty periods. Intellectual Property Indemnities We indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications. Director and Officer Indemnities and Contractual Guarantees We have entered into indemnification agreements with our directors and executive officers, which require us to indemnify such individuals to the fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such director and officer indemnities have not had a material negative effect on our business, financial condition or results of operations. We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us. General Contractual Indemnities/Products Liability During the normal course of business, we enter into contracts with customers where we agree to indemnify the other party for personal injury or property damage caused by our products. Our indemnification obligations under such agreements are not generally limited in amount or duration. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such indemnities have not had a material negative effect our business, financial condition or results of operations. We maintain general and product liability insurance as well as errors and omissions insurance, which may provide a source of recovery to us in the event of an indemnification claim. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 9 — Legal Proceedings From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial position or results of operations or cash flows. |
Loss Per Share
Loss Per Share | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Loss Per Share | 4. Loss Per Share Basic and diluted net loss per share is based on the weighted-average number of common shares outstanding. Since their impact would be anti-dilutive, our net loss per common share does not include the effect of the assumed exercise or vesting of the following shares: April 3, 2021 March 28, 2020 Outstanding stock options 7,851 12,141 Unvested restricted stock awards - 33 Outstanding warrants 623,921 1,062,819 Total 631,772 1,074,993 Also, the preferred stock convertible into 182 shares of common stock was not included since its impact would be anti-dilutive. | Note 10 — Loss per Share Loss per share is based on the weighted-average number of common shares outstanding and diluted earnings (loss) per share was based on the weighted-average number of common shares outstanding plus all potentially dilutive common shares outstanding. Since their impact would be anti-dilutive, our loss per common share does not include the effect of the assumed exercise or vesting of any of the following shares: 2020 2019 2018 Outstanding stock options 7,863 13,725 14,032 Unvested restricted stock awards - 33 200 Outstanding warrants 623,921 1,618,123 379,684 Total 631,784 1,631,881 393,916 Also, the convertible preferred stock, which is convertible into 182 and 182 and 53,382 shares of common stock at December 31, 2020 and 2019 and 2018, respectively, was not included since their impact would be anti-dilutive. | |
Allied Integral United Inc [Member] | |||
Loss Per Share | 8. Earnings Per Share Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For the Company’s diluted earnings per share calculation, the Company uses the “if-converted” method for preferred stock and convertible debt and the “treasury stock” method for Warrants and Options. The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2021 and 2020, respectively. Dilution shares calculation For the Three Months ended March 31, 2021 2020 Series A 6.75% Preferred Stock Convertible 9,351,043 8,803,410 Series I 10.25% Preferred Stock Convertible 498,478 142,139 Limited Partnership Units 714,381 535,851 Warrants 1,107,896 658,183 Total participating securities (1) 11,671,798 10,139,583 (1) | 8. Earnings Per Share Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For the Company’s diluted earnings per share calculation, the Company uses the “if-converted” method for preferred stock and convertible debt and the “treasury stock” method for Warrants and Options. The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2020 and 2019, respectively. Dilution shares calculation For the year ended December 31, 2020 2019 Series A 6.75% Preferred Stock Convertible 9,213,705 8,666,481 Series I 10.25% Preferred Stock Convertible 460,393 87,005 Limited Partnership Units 657,079 500,035 Warrants 1,040,879 577,683 Total participating securities (1) 11,372,056 9,831,204 (1) |
Details of Certain Financial St
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities | 3 Months Ended | 12 Months Ended |
Apr. 03, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | ||
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities | 7. Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities Paycheck Protection Program Loan During March 2021, we received loan proceeds in the amount of $468,000 under the Paycheck Protection Program (the “PPP”) of the CARES Act, which was enacted March 27, 2020. The PPP loan is evidenced by a promissory note in favor of the Lender, which bears interest at the rate of 1.00% per annum. No payments of principal or interest are due under the note until the date on which the amount of loan forgiveness (if any) under the CARES Act, which can be up to 10 months after the end of the related notes covered period (which is defined as 24 weeks after the date of the loan) (the “Deferral Period”). The note may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the PPP loan may be used only for payroll and related costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations that were incurred prior to February 15, 2020 (the “Qualifying Expenses”). Under the terms of the PPP loan, certain amounts thereunder may be forgiven if they are used for Qualifying Expenses as described in and in compliance with the CARES Act. The Company utilized the PPP loan proceeds exclusively for Qualifying Expenses during the 24-week coverage period and will submit its application for forgiveness in accordance with the terms of the CARES Act and related guidance. In the event the PPP loan or any portion thereof is forgiven, the amount forgiven is applied to the outstanding principal. To the extent, if any, that any or all of the PPP loan is not forgiven, beginning one month following expiration of the Deferral Period, and continuing monthly until 24 months from the date of each applicable Note (the “Maturity Date”), the Company is obligated to make monthly payments of principal and interest to the Lender with respect to any unforgiven portion of the Note, in such equal amounts required to fully amortize the principal amount outstanding on such Note as of the last day of the applicable Deferral Period by the applicable Maturity Date. The Company accounts for this loan on the balance sheet as financial liabilities reported as the long-term bank debt in the amount of $468,000. Balance Sheet Data April 3, 2021 December 31, 2020 Inventories: Work In Process 68,000 68,000 $ 68,000 $ 68,000 April 3, 2021 December 31, 2020 Property and Equipment: Equipment $ 316,000 $ 316,000 - Less: accumulated depreciation and amortization 316,000 (316,000 ) $ - $ - Depreciation expense amounted to $0 and $27,000 for the three month periods ended April 3, 2021 and March 28, 2020, respectively. April 3, 2021 December 31, 2020 Patents and Licenses: Patents issued 278,000 278,000 Less accumulated amortization (278,000 ) (278,000 ) Net patents issued - - $ - $ - Amortization expense related to these items totaled $0 and $11,000 for of the three month periods ended April 3, 2021 and March 28, 2020. No amortization expense is expected for the remainder of 2021, 2022 and 2023. April 3, 2021 December 31, 2020 Accrued Expenses and Other Long Term Liabilities: Salaries Payable $ 30,000 $ 10,000 Compensated absences - 125,000 30,000 135,000 Less current portion (30,000 ) (135,000 ) Long term portion $ - $ - For the three months ended, April 3, 2021 March 28, 2020 Warranty Reserve Activity: Beginning balance $ - $ 8,000 Additions - - Deductions - - Ending balance $ - $ 8,000 | Note 11 — Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities Balance Sheet Data: December 31, 2020 December 31, 2019 Accounts receivable: Accounts receivable-trade $ - $ 347,000 Less: allowance for doubtful accounts - (3,000 ) $ - $ 344,000 December 31, 2020 December 31, 2019 Inventories: Raw materials $ - $ 152,000 Reserve for raw materials - - Work-in-process 68,000 111,000 Reserve for work-in-process - - Finished goods - - Reserve for finished goods - - $ 68,000 $ 263,000 December 31, 2020 December 31, 2019 Property and Equipment: Equipment $ 316,000 $ 11,911,000 Leasehold improvements - 1,065,000 Furniture and fixtures - 205,000 316,000 13,181,000 Less: accumulated depreciation and amortization (316,000 ) (12,948,000 ) $ - $ 233,000 Depreciation and amortization expense amounted to $38,000, $820,000, and $1,015,000 in 2020, 2019, 2018, respectively. December 31, December 31, Patents, Licenses and Purchased Technology: Patents pending $ - $ - Patents issued 278,000 1,712,000 Less accumulated amortization (278,000 ) (1,071,000 ) Net patents issued - 641,000 $ - $ 641,000 Amortization expense related to these items totaled $11,000, $45,000 and, $43,000 in 2020, 2019, and 2018, respectively. Amortization expenses related to these items are expected to total $0 in 2021 and 2022. December 31, December 31, Accrued Expenses and Other Long Term Liabilities: Salaries payable $ 10,000 $ 23,000 Compensated absences 125,000 211,000 Compensation related - 4,000 Warranty reserve - 8,000 Operating lease - 152,000 Other - 54,000 Total 135,000 452,000 Less current portion (135,000 ) (440,000 ) Long-term portion $ - $ 12,000 2020 2019 2018 Warranty Reserve Activity: Beginning balance $ 8,000 $ 8,000 $ 8,000 Additions - - - Deductions 8,000 - - Ending balance $ - $ 8,000 $ 8,000 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events | 8. Subsequent Events On May 14, 2021, the Company entered into an agreement and plan of merger with Allied Integral United, Inc. (known as “Clearday”) and a wholly-owned subsidiary of the Company. The agreement terminates the earlier merger agreement between the same parties, dated February 26, 2020, without liability. Subject to satisfaction of the conditions to closing of the merger, which include customary conditions and a minimum net working capital condition, the Company will issue common stock to the shareholders of Clearday such that, at the closing of the merger, the Company’s stockholders, and the Clearday stockholders would own, respectively, approximately 96.35% and 3.65% of the combined company’s outstanding shares. The merger agreement was approved by boards of directors of both companies and is subject to stockholder approval. Assuming satisfaction of conditions, the merger is expected to close in the third quarter of 2021. Clearday was incorporated on December 20, 2017 and commenced its business on December 31, 2018 when it acquired private funds that engaged in several businesses that have been conducted for the prior 15 years. Since December 2018, Clearday has been engaged in developing and providing the next generation of technology-enabled longevity care and wellness solutions, in alignment with the changing characteristics, expectations, and behaviors of the longevity consumer market. | Note 12 — Subsequent Events On February 26, 2021, we received a $468,040 Paycheck Protection Plan Loan from the U.S. Small Business Administration. The funds will help insure our viability as we complete our merger with Clearday. We will evaluate the potential forgiveness of some of this loan going forward. | |
Allied Integral United Inc [Member] | |||
Subsequent Events | 12. Subsequent Events We evaluated subsequent events and transactions occurring after March 31, 2021 through the date these consolidated financial statements were available to be issued. Cash Received from Investors and Related Parties Additional investments in Non-Controlling interest Subsequent to March 31, 2021, AIU Alt Care, Inc. closed subscriptions and issued and sold 4,000 shares of Series I Preferred Stock in the amount of $40,000 from investors. Similarly, Clearday Oz Fund closed subscriptions and issued and sold 20,000 units of limited partnership interest in the amount of $200,000 from investors. In addition, in connection with the transaction the Company issued warrants to investors in the Alt Care Preferred and units of limited partnership interests in Clearday OZ Fund that totaled 4,000 and 20,000, respectively. . Contingencies On April 9, 2021, MC-Simpsonville, SC-1-UT, as landlord of the premises located at 645, Scuffletown Road in Simpsonville, South Caroline, filed a litigation with District Court of Williamson County, Texas, against Steve Person, Jim Walesa and Trident Healthcare Properties I, LP for recovery of dues post November 1, 2020, related with Rent, taxes, late and contractual fees, along with interest and court fees. The Company is not able to determine if it will prevail in such litigation. ERTC Funds The Company is eligible to claim the employee retention tax credit (“ERTC”) for certain of our employees under the CARES act (Refer note Memory Care Facilities Debt – ERTC Fund). For the three months ended March 31, 2021 the Company had not received any funds. Subsequently, on May 28, 2021 the Company received $885,852. The amount received is equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. Primrose On May 28, 2021, the Company acquired all of the equity interests of Primrose Wellness Group LLC (“Primrose”), a San Antonio, Texas licensed adult day care facility that provides affordable daily care services, including ADLs (activities of daily living), nursing services, physical rehabilitative services and other supportive services, primarily to military veterans, including those with VA benefits. The acquisition required the approval of the Texas Department of Health and Human Services. The Company plans to expand the daily activities provided by Primrose including offering its proprietary Clearday Restore services, which provides a combination of aromatherapy and massage therapy designed to help people with a wide range of lifestyle limiting conditions. The Company acquired Primrose for a cash purchase price in the amount of $300,000 that is payable in three equal installments at the closing, and at six months after the closing and one year after the closing. In connection with this acquisition, the Company modified the existing lease terms and guaranteed the lease obligations in full and agreed to employ the two founders of Primrose who will continue as continue as licensed directors of Primrose. | 12. Subsequent Events We evaluated subsequent events and transactions occurring after December 31, 2020 through the date these consolidated financial statements were available to be issued. Cash Received from Investors and Related Parties Additional investments in Non-Controlling interest During the first quarter of 2021, AIU Alt Care, Inc. closed subscriptions and issued and sold 25,700 shares of Series I Preferred Stock in the amount of $257,000 from investors. Similarly, Clearday Oz Fund closed subscriptions and issued and sold 41,317 units of limited partnership interest in the amount of $413,167 from investors. In addition, in connection with the transaction the Company issued warrants to investors in the Alt Care Preferred and units of limited partnership interests in Clearday OZ Fund that totaled 25,700 and 41,317, respectively. In April 2021, AIU Alt Care, Inc. close subscriptions and issued and sold 4,000 shares of Series I Preferred Stock in the amount of $40,000 from investors. Similarly, Clearday Oz Fund closed subscriptions and issued and sold 20,000 units of limited partnership interest in the amount of $200,000 from investors. In addition, in connection with the transactions, the Company issues warrants to investors in the Alt Care Preferred and units of limited partnership interests of Clearday OZ Fund that totaled 4,000 and 20,000, respectively. Non-cash Issuances As of January 3, 2021, the Company has awarded 57,000 shares of restricted stock awards to various employees in the form of common stock with a par value $0.01 per share. These shares of restricted common stock vest immediately and the Company valued the 57,000 shares at $10 per share, on the date of the agreement. PPP Loan In April 2021, the Company received a PPP loan from the First National Bank of Texas in the amount of $331,816 with a maturity date of April 2026. This PPP Loan, which is evidenced by Notes issued by the Company (the “Note”), mature in April 2026 and bear interest at a fixed rate of 1.0% per annum. No payments are due on this PPP loan until May 2022, but interest will continue to accrue during the deferment period. The Note is unsecured and guaranteed by the SBA. Once the PPP funds have been used, the Company can apply for loan forgiveness if at least 60% of the loan proceeds are used for payroll related expenses. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II — Valuation and Qualifying Accounts Additions Beginning Balance Charged to Costs & Expenses Charged to Other Accounts Deductions Ending Balance 2020 Allowance for Uncollectible Accounts $ 3,000 $ — $ — $ 3,000 $ - Reserve for Inventory Obsolescence — — — — Reserve for Warranty 8,000 — — 8,000 - Deferred Tax Asset Valuation Allowance 4,872,000 — — (1,705,000 ) 3,167,000 2019 Allowance for Uncollectible Accounts 3,000 — — — 3,000 Reserve for Inventory Obsolescence — — — — Reserve for Warranty 8,000 — — — 8,000 Deferred Tax Asset Valuation Allowance 5,686,000 — — (814,000 ) 4,872,000 2018 Allowance for Uncollectible Accounts 3,000 — — — 3,000 Reserve for Inventory Obsolescence — — — — Reserve for Warranty 8,000 — — — 8,000 Deferred Tax Asset Valuation Allowance $ 3,906,000 — $ 1,780,000 — $ 5,686,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation We have incurred significant net losses since our inception and have an accumulated deficit of $332.5 million. In the three months ended April 3, 2021, we incurred a net loss of $569,000 and negative cash flows from operations of $453,000. In 2020, we incurred a net loss of $3.0 million and had negative cash flows from operations of $3.1 million. In 2020, we had an accumulated deficit of $331.9 million, a net loss of $9.2 million and negative cash flows from operations of $8.8 million. At December 31, 2020, we had $1.3 million in cash. Our cash resources may therefore not be sufficient to fund our business through the end of the current fiscal year. Therefore, unless we can successfully implement our strategic alternatives plan including, among others, a strategic investment financing which would allow us to pursue our current business plan, a business combination such as our merger with Clearday, or a sale of STI, we will need to raise additional capital during this fiscal year ending December 31, 2021 to maintain our viability. Additional financing may not be available on acceptable terms or at all. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of common stock. These factors raise substantial doubt about our ability to continue as a going concern. Our plans regarding improving our future liquidity will require us to successfully implement our strategic plan to explore strategic alternatives focused on maximizing shareholder value. Strategic alternatives considered included, among others, a strategic investment financing which would allow the company to pursue its current business plan, a business combination such as a merger with another party, or a sale of STI. On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We will maintain operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus® wire. The plan also included a 70% employee workforce reduction. In 2019, we undertook steps to reduce our ongoing operating costs and we raised net cash proceeds of $3.9 million from the sale of our common and preferred shares and warrants. On September 9, 2020, we effected a 1-for-10 reverse stock split of our common stock, or the 2020 Reverse Stock Split. As a result of the 2020 Reverse Stock Split, every ten shares of our pre-2020 Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The 2020 Reverse Stock Split changed the authorized number of shares from 250,000,000 to 25,000,000. The par value of our common stock remained $0.001. Share and per share data included in the Notes to Consolidated Financial Statements have been retroactively adjusted, as applicable, for the effect of the reverse stock splits. Certain of the information contained in the documents incorporated by reference herein and therein present information on our common stock on a pre-reverse stock split basis. | Basis of Presentation We have incurred significant net losses since our inception and have an accumulated deficit of $331.9 million. In 2020, we incurred a net loss of $3.0 million and had negative cash flows from operations of $3.1 million. In 2019, we had an accumulated deficit of $329 million, a net loss of $9.2 million and negative cash flows from operations of $8.8 million. At December 31, 2020, we had $1.3 million in cash. Our cash resources may therefore not be sufficient to fund our business through the end of the current fiscal year. Therefore, unless we can successfully implement our strategic alternatives plan including, among others, a strategic investment financing which would allow us to pursue our current business plan, a business combination such as our merger with Clearday, or a sale of STI, we will need to raise additional capital during this fiscal year ending December 31, 2021 to maintain our viability. Additional financing may not be available on acceptable terms or at all. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of common stock. These factors raise substantial doubt about our ability to continue as a going concern. Our plans regarding improving our future liquidity will require us to successfully implement our strategic plan to explore strategic alternatives focused on maximizing shareholder value. Strategic alternatives considered included, among others, a strategic investment financing which would allow the company to pursue its current business plan, a business combination such as a merger with another party, or a sale of STI. On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We will maintain operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus® wire. The plan also included a 70% employee workforce reduction. As noted above, on February 26, 2020, we entered into a definitive merger agreement with Allied Integral United, Inc. (which will change its name to, and is therefore referred herein as, “Clearday”), a privately-held company dedicated to delivering next generation longevity care and wellness services, whereby our wholly-owned subsidiary will merge with and into Clearday in a stock-for-stock transaction with Clearday (the “Merger”), with Clearday surviving and becoming our wholly-owned subsidiary, which will then change its name to Clearday, Inc (the “Merger Agreement”). As previously disclosed, on May 12, 2020, the Merger Agreement was amended by the parties to (i) add a covenant that the parties shall use their commercially reasonable efforts to cause STI to at all times remain listed on the Nasdaq Capital Market (or higher tier) and that if STI ceases to be listed on the Nasdaq Capital Market then the parties shall (including after the closing of the Merger) use their commercially reasonable efforts to cause STI to become listed on either the Nasdaq Capital Market or the NYSE MKT as promptly as reasonably possible, (ii) remove the conditions to closing the Merger that Nasdaq must determine that all listing deficiencies have been cured and determine to approve the listing of STI’s common stock on the Nasdaq and remove any other provisions in the Merger Agreement of like effect, (iii) extend the “outside date” for the Merger to close until the close of business on September 21, 2020 and (iv) require a customary tax representation letter from STI as a closing condition As previously disclosed, due to our failure to comply with its listing conditions, the Nasdaq Stock Market notified us that it intended to complete the delisting of our common stock by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission, which it did on February 2, 2021. Our common stock is no longer listed on a National Securities Exchange. Our stock trades on the OTC QB Market. As also previously disclosed, we announced that, although the “outside date” of our Merger Agreement with Clearday has expired, both the Company and Clearday intended to finalize an amendment to the Merger Agreement or enter into a new merger agreement and proceed with the merger. Clearday has informed us that the listing of our common stock on the Nasdaq would not be a condition to the closing of the merger. The parties are negotiating a new merger agreement (instead of an extension to the Merger Agreement) that would result in a similar all stock reverse acquisition of us, however there is no assurance that the parties will complete such negotiation successfully or conclude the merger or any transaction at all. Clearday has paid us $120,000 as a good faith, non-refundable, payment to provide us cash flow support as we negotiate a new merger agreement. As discussed below, we also obtained a Paycheck Protection Program loan of approximately $468,000. We believe these funds will be sufficient to conclude a merger with Clearday, if one can be negotiated and our shareholders approve the transaction by the third quarter of 2021. There is no assurance that this will occur and indeed there are significant risks that it will not occur. If a merger is consummated with Clearday, of which there is no assurance, the merged company will focus on the development of Clearday’s non-residential daily care service model as well as the continued operation of Clearday’s existing Memory Care America residential memory care facilities. As part of plans to develop and expand its assortment of innovative, non-residential daily care services, Clearday intends to leverage our existing Cryogenic Cooler as an enabling technology for one of its service offerings in the healthcare market. If a merger is not consummated with Clearday in the near future, we will likely be required to liquidate or declare bankruptcy, in which case there would likely be no payments to common stock holders. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of the uncertainties set forth above. On July 24, 2018, we effected a 1-for-10 reverse stock split of our common stock, or the 2018 Reverse Stock Split. As a result of the 2018 Reverse Stock Split, every ten shares of our pre-2018 Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The 2018 Reverse Stock Split did not change the authorized number of shares or the par value of our common stock. In 2019, we undertook steps to reduce our ongoing operating costs and we raised net cash proceeds of $3.9 million from the sale of our common and preferred shares and warrants. On September 9, 2020, we effected a 1-for-10 reverse stock split of our common stock, or the 2020 Reverse Stock Split. As a result of the 2020 Reverse Stock Split, every ten shares of our pre-2020 Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The 2020 Reverse Stock Split changed the authorized number of shares from 250,000,000 to 25,000,000. The par value of our common stock remained $0.001. Share and per share data included in the consolidated financial statements, as well as the notes to consolidated financial statements have been retroactively adjusted, as applicable, for the effect of the reverse stock splits. Certain of the information contained in the documents incorporated by reference herein and therein present information on our common stock on a pre-reverse stock split basis. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Effective January 1, 2018, the Company adopted the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In July 2017, the FASB issued ASU 2017-11, Earnings Per Shares (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815) In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements | ||
Principles of Consolidation | Principles of Consolidation The interim condensed consolidated financial statements include the accounts of Superconductor Technologies Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated from the condensed consolidated financial statements. | Principles of Consolidation The consolidated financial statements include the accounts of Superconductor Technologies Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated from the consolidated financial statements. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Cash and cash equivalents are maintained with what we believe to be quality financial institutions and exceed FDIC limits. Historically, we have not experienced any losses due to such concentration of credit risk. | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Cash and cash equivalents are maintained with what management believes to be quality financial institutions and exceed FDIC limits. Historically, we have not experienced any losses due to such concentration of credit risk. | |
Accounts Receivable | Accounts Receivable We grant uncollateralized credit to our customers. We perform usual and customary credit evaluations of our customers before granting credit. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience. Past due balances are reviewed for collectability. Accounts balances are charged off against the allowance when we deem it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers. | Accounts Receivable We grant uncollateralized credit to our customers. We perform usual and customary credit evaluations of our customers before granting credit. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience. Past due balances are reviewed for collectability. Account balances are charged off against the allowance when we deem it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers. | |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers Commercial and government contract revenues are recognized once all of the following conditions have been met: a) an authorized purchase order has been received in writing, b) the customer’s credit worthiness has been established, c) shipment of the product has occurred, d) title has transferred, and e) if stipulated by the contract, customer acceptance has occurred and all significant vendor obligations, if any, have been satisfied. Government contract revenues are principally generated under research and development contracts. Revenues from research-related activities are derived from contracts with agencies of the U.S. Government. Credit risk related to accounts receivable arising from such contracts is considered minimal. All payments to us for work performed on contracts with agencies of the U.S. Government are subject to adjustment upon audit by the Defense Contract Audit Agency. Based on historical experience and review of our current project in process, we believe that adjustments from open audits will not have an effect on our financial position, results of operations or cash flows. We are using the expected cost-plus-margin approach as the suitable method for allocating transaction price to the performance obligations in the contract under ASC 606. | Revenue Recognition On January 1, 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers Commercial revenues are recognized once all of the following conditions have been met: a) an authorized purchase order has been received in writing, b) the customer’s credit worthiness has been established, c) shipment of the product has occurred, d) title has transferred, and e) if stipulated by the contract, customer acceptance has occurred and all significant vendor obligations, if any, have been satisfied. Government contract revenues are principally generated under research and development contracts. Revenues from research-related activities are derived from contracts with agencies of the U.S. Government. Credit risk related to accounts receivable arising from such contracts is considered minimal. All payments to us for work performed on contracts with agencies of the U.S. Government are subject to adjustment upon audit by the Defense Contract Audit Agency. Based on historical experience and review of our current project in process, we believe that adjustments from open audits will not have a significant effect on our financial position, results of operations or cash flows. | |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs Shipping and handling fees billed to customers are included in net revenues. Shipping and handling fees associated with freight are generally included in cost of revenues. | Shipping and Handling Fees and Costs Shipping and handling fees billed to customers are included in net commercial product revenues. Shipping and handling fees associated with freight are generally included in cost of commercial product revenues. | |
Warranties | Warranties We offer warranties generally ranging from one to five years, depending on the product and negotiated terms of purchase agreements with our customers. Such warranties require us to repair or replace defective products returned to us during such warranty period at no cost to the customer. An estimate by us for warranty related costs is recorded by us at the time of sale based on our actual historical product return rates and expected repair costs. Such costs have been within our expectations. | Warranties We offer warranties generally ranging from one to five years, depending on the product and negotiated terms of purchase agreements with our customers. Such warranties require us to repair or replace defective product returned to us during such warranty period at no cost to the customer. Our estimate for warranty related costs is recorded at the time of sale based on our actual historical product return rates and expected repair costs. Such costs have been within our expectations. | |
Indemnities | Indemnities In connection with the sales and manufacturing of our commercial products, we indemnify, without limit or term, our customers and contract manufacturers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total. Historically, we have not incurred any expenses related to these indemnities. | Indemnities In connection with the sales and manufacturing of our commercial products, we indemnify, without limit or term, our customers and contract manufacturers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total. Historically, we have not incurred any expenses related to these indemnities. | |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and include salary, facility, depreciation and material expenses. Research and development costs are charged to research and development expense. | Research and Development Costs Research and development costs are charged to expense as incurred and include salary, facility, depreciation and material expenses. Research and development costs are charged to research and development expense. | |
Inventories | Inventories Inventories were stated at the lower of cost or net realizable value, with costs primarily determined using standard costs, which approximate actual costs utilizing the first-in, first-out method. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our April 3, 2021 and December 31, 2020 net inventory value was $68,000. During the three month period ending March 28, 2020 we ceased production of our Conductus wire and expensed the remaining $190,000 of wire inventory. | Inventories Inventories are stated at the lower of cost or net realizable value, with costs primarily determined using standard costs, which approximate actual costs utilizing the first-in, first-out method. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our inventory reserves establish a new cost basis for inventory and are not reversed until we sell or dispose of the related inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimated forecast of product demand and production requirements. Costs associated with idle capacity are charged to operations immediately. During 2020 we ceased production of our Conductus wire and expensed the remaining $190,000 of our wire inventory. | |
Preferred Interest in Real Estate | Preferred interest in real estate We entered into a Securities Purchase Agreement with Clearday, which was consummated on July 6, 2020, pursuant to which we issued 400,000 shares of our common stock in exchange for a preferred interest in real estate we value at $1.6 million, implying a purchase price of $4.00 per share, based on the intraday stock trading price. The fair value of the real estate was based on the fact the building was acquired by Clearday in an arm’s-length all-cash purchase in November 2019 and a recent broker’s price report. | Preferred interest in real estate On July 6, 2020, we entered into a Securities Purchase Agreement with Clearday, pursuant to which we acquired a preferred interest in real estate with a fair value of $1.6 million. The fair value of the real estate was based on the fact the building was acquired by Clearday in an arm’s-length, all-cash purchase, from an independent third party in November 2019. We obtained a broker’s price report indicating no material volatility in the building’s fair value since November 2019. In exchange for the preferred interest in the real estate, we issued 400,000 shares of our common stock a fair value $4.00 per share, based on the intraday stock trading price on July 6, 2020. Our preferential interest in the real estate is based solely upon an event of liquidation or dissolution of the real estate, which the Company cannot force; the Company will be entitled to proceeds from liquidation or dissolution up to $1.6 million. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements and assets financed under capital leases are amortized over the shorter of their useful lives or the lease term. Furniture and fixtures are depreciated over seven years. Expenditures for additions and major improvements are capitalized. Expenditures for minor tooling, repairs and maintenance and minor improvements are charged to expense as incurred. When property or equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts. Gains or losses from retirements and disposals are recorded in selling, general and administration expenses. During the three month period ending March 28, 2020 we ceased production of our Conductus wire and sold most of our production wire equipment for a gain of $510,000. | Property and Equipment Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements and assets financed under capital leases are amortized over the shorter of their useful lives or the lease term. Furniture and fixtures are depreciated over seven years. Expenditures for additions and major improvements are capitalized. Expenditures for minor tooling, repairs and maintenance and minor improvements are charged to operations as incurred. When property or equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts. During 2020 we ceased production of our Conductus wire and sold most of our production wire equipment for a gain of $510,000. There were no disposals in 2019. | |
Patents, Licenses and Purchased Technology | Patents, Licenses and Purchased Technology Patents and licenses are recorded at cost and are amortized using the straight-line method over the shorter of their estimated useful lives or seventeen years. During the three month period ending March 28, 2020 we ceased production of our Conductus wire and sold many Conductus wire patents for no gain or loss and we also recognized a $134,000 impairment of other patents. | Patents, Licenses and Purchased Technology Patents and licenses are recorded at cost and are amortized using the straight-line method over the shorter of their estimated useful lives or approximately seventeen years. During 2020 we ceased production of our Conductus wire and sold many of our wire patents for no gain or loss and recognized a $134,000 impairment of other patents. | |
Long-Lived Assets | Other Assets and Investments The realizability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in the business are written off in the period identified since they will no longer be used in operations and generate any positive cash flows for us. Periodically, long-lived assets that will continue to be used by us will need to be evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections, as well as alternative uses, such as government contracts or awards. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets will be written down to their estimated fair value. We tested our long-lived assets at April 3, 2021 and none of our long-lived assets had book value. | Long-Lived Assets The realizability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in the business are written off in the period identified since they will no longer be used in operations and generate any positive cash flows for us. Periodically, long-lived assets that will continue to be used by us will need to be evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections, as well as alternative uses, such as government contracts or awards. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets will be written down to their estimated fair value. We tested our long lived assets for recoverability in each of the last three years and did not believe there was any impairment. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. | |
Loss Contingencies | Loss Contingencies In the normal course of our business, we are subject to claims and litigation, including allegations of patent infringement. Liabilities relating to these claims are recorded when it is determined that a loss is probable and the amount of the loss can be reasonably estimated. Legal fees are recorded as services are provided. The costs of our defense in such matters are charged to operations as incurred. Insurance proceeds recoverable are recorded when deemed probable. | ||
Income Taxes | Income Taxes We recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The guidance further clarifies the accounting for uncertainty in income taxes and sets a consistent framework to determine the appropriate level of tax reserve to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized and sets out disclosure requirements to enhance transparency of our tax reserves. Unrecognized tax positions, if ever recognized in the condensed consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. No liabilities for uncertain tax positions were recorded in the current year. No interest or penalties on uncertain tax positions have been expensed to date. We are not under examination by any taxing authorities. Our federal statute of limitations for examination of us is open for 2016 and subsequent filings. As of December 31, 2020, we had net operating loss carryforwards for federal and state income tax purposes. We concluded that under the Internal Revenue Code change of control limitations, a maximum of $14.2 million of our $297.9 net operating loss carryforwards, which expire in the years 2021 through 2038, would be available for reduction of taxable income and reduced both the deferred tax asset and valuation allowance accordingly. Due to the uncertainty surrounding their realization, we recorded a full valuation allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been recorded in the accompanying condensed consolidated balance sheets. | Income Taxes We recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The guidance further clarifies the accounting for uncertainty in income taxes and sets a consistent framework to determine the appropriate level of tax reserve to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized and sets out disclosure requirements to enhance transparency of our tax reserves. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. No liabilities for uncertain tax positions were recorded in the current year. No interest or penalties on uncertain tax positions have been expensed to date. We are not under examination by any taxing authorities. The federal statute of limitations for examination of us is open for 2017 and subsequent filings. Additionally, the statute of limitations for examination of our net operating loss carryforwards is open for a 20 year period subsequent to each loss year. We implemented ASU 2016-09 during the first quarter of 2017 as stipulated in the FASB guidance for publicly traded entities. To account for the implementation of ASU 2016-09, we accounted for previously unrecognized excess tax benefits by recognizing those benefits. Due to our full valuation allowance, this recognition has no effect on the net accrual after the valuation allowance. | |
Marketing Costs | Marketing Costs All costs related to marketing and advertising our products are charged to expense as incurred or at the time the advertising takes place. Advertising costs were not material in each of the quarters ended April 3, 2021 and March 28, 2020. | Marketing Costs All costs related to marketing and advertising our products are charged to operations as incurred or at the time the advertising takes place. Advertising costs were not material in each of the three years in the period ended December 31, 2020. | |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding in each year. Net loss available to common stockholders is computed after deducting accumulated dividends on cumulative preferred stock, deemed dividends and accretion of redemption value on redeemable preferred stock for the period and beneficial conversion features on issuance of convertible preferred stock. Potential common shares are not included in the calculation of diluted loss per share because their effect is anti-dilutive. | Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding in each year. Net loss available to common stockholders is computed after deducting accumulated dividends on cumulative preferred stock, deemed dividends and accretion of redemption value on redeemable preferred stock for the period and beneficial conversion features on issuance of convertible preferred stock. Potential common shares are not included in the calculation of diluted loss per share because their effect is anti-dilutive. | |
Stock-based Compensation Expense | Stock-based Compensation Expense We grant both restricted stock awards and stock options to our key employees, directors and consultants. For the quarters ended April 3, 2021 and March 28, 2020, no options or awards were granted. The following table presents details of total stock-based compensation expense that is included in each functional line item on our condensed consolidated statements of operations: Three months ended April 3, 2021 March 28, 2020 Cost of commercial product revenues $ - $ 1,000 Research and development - 2,000 Selling, general and administrative - 18,000 Total stock-based compensation expense $ - $ 21,000 | Stock-based Compensation Expense We have in effect several equity incentive plans under which stock options and awards have been granted to employees and non-employee members of the Board of Directors. We are required to estimate the fair value of share-based awards on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We evaluate the assumptions used to value stock options on a quarterly basis. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of our equity awards, as they do not consider other factors important to those awards to employees, such as continued employment and periodic vesting. The following table presents details of total stock-based compensation expense that is included in each functional line item on our consolidated statements of operations: 2020 2019 2018 Cost of Commercial product revenues $ 3,000 $ 3,000 $ 3,000 Research and development 9,000 10,000 12,000 Selling, general and administrative 68,000 74,000 69,000 $ 80,000 $ 87,000 $ 84,000 The impact to the consolidated statements of operations for 2020, 2019 and 2018 on basic and diluted earnings per share was $0.03, $0.12 and $0.42, respectively. No stock compensation cost was capitalized during the three year period ended December 31, 2020. | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant estimates in the preparation of the financial statements relate to the assessment of the carrying amount of accounts receivable, fixed assets, intangibles, estimated provisions for warranty costs, fair value of warrant derivatives, income taxes and disclosures related to litigation. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. | Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant estimates in the preparation of the consolidated financial statements relate to the assessment of the carrying amount of accounts receivable, inventory, fixed assets, preferred interest in real estate, intangibles, fair value of options and warrants, estimated provisions for warranty costs, accruals for restructuring and lease abandonment costs, contract revenues, income taxes and disclosures related to the litigation. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We have estimated the fair value amounts of our financial instruments using the available market information and valuation methodologies considered appropriate. We determined the book value of our cash and cash equivalents, and other current liabilities according to their approximate fair value as of April 3, 2021. | Fair Value of Financial Instruments We have estimated the fair value amounts of our financial instruments using the available market information and valuation methodologies considered appropriate. We determined the book value of our cash and cash equivalents, accounts receivable, and other current assets and other current liabilities as of December 31, 2020 and December 31, 2019 approximate fair value. The fair value of our warrant derivative liability was estimated using the Binomial Lattice option valuation model. Fair value for financial reporting purposes is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date, ASC 820, “ Fair Value Measurement and Disclosures”, Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The fair value of our warrant liabilities was determined based on level 3 inputs. These derivative liabilities, which expired in August 2018 and had no value at December 31, 2019 or December 31, 2020, were adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as Adjustment to Fair Value of Derivatives. | |
Comprehensive Income | Comprehensive Income We have no items of other comprehensive income in any period and consequently have not included a Statement of Comprehensive Income. | Comprehensive Income We have no items of other comprehensive income in any period and consequently have not included a Statement of Comprehensive Income. | |
Segment Information | Segment Information We have historically operated in a single business segment: the research, development, manufacture and marketing of high performance products used in cellular base stations. We derived net commercial product revenues primarily from the sales of our AmpLink and SuperPlex products which we sold directly to wireless network operators in the United States. Net revenues derived principally from government contracts are presented separately on the consolidated statements of operations for all periods presented. | Segment Information We have historically operated in a single business segment: the research, development, manufacture and marketing of high performance products used in cellular base stations. We derived net commercial product revenues primarily from the sales of our AmpLink and SuperPlex products which we sold directly to wireless network operators in the United States. Net revenues derived principally from government contracts are presented separately on the consolidated statements of operations for all periods presented. | |
Certain Risks and Uncertainties | Certain Risks and Uncertainties On January 28, 2020, we announced a cost reduction plan for the purpose of aligning our personnel needs and capital requirements as we explored strategic alternatives previously announced. We will maintain operations of our Sapphire Cryocooler cryogenics initiatives while ceasing additional manufacturing of our HTS Conductus® wire. The plan also included a 70% employee workforce reduction. On February 26, 2020, we entered into a definitive merger agreement Clearday a privately-held company dedicated to delivering next generation longevity care and wellness services, whereby a wholly-owned subsidiary of STI will merge with and into Clearday in a stock-for-stock transaction with Clearday, with Clearday surviving and becoming a wholly-owned subsidiary of STI, which will then change its name to Clearday, Inc. See “Our Future Business” above for more information. | Certain Risks and Uncertainties With respect to our historical Conductus wire business, we expected to also have some customer concentration in that business as we commercialized our wire product. The loss of or reduction in sales, or the inability to collect outstanding accounts receivable, from any significant customer could have a material adverse effect on our business, financial condition, results of operations and cash flows. We relied on a limited number of suppliers for key components of our products. The loss of any of these suppliers could have material adverse effect on our business, financial condition, results of operations and cash flows. Since early 2020, when we ceased additional manufacturing of our Conductus wire, much of this risk was limited. In connection with the sales of our commercial products, we indemnify, without limit or term, our customers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total. If a merger is consummated with Clearday, of which there is no assurance, the merged company will focus on the development of Clearday’s non-residential daily care service model as well as the continued operation of Clearday’s existing Memory Care America residential memory care facilities. As part of plans to develop and expand its assortment of innovative, non-residential daily care services, Clearday intends to leverage our existing Cryogenic Cooler as an enabling technology for one of its service offerings in the healthcare market. If a merger is not consummated with Clearday in the near future, we will likely be required to liquidate or declare bankruptcy, in which case there would likely be no payments to common stock holders. For more risks of our business, see Item 1A, “Risk Factors” in this Report and other filings with the Securities and Exchange Commission. | |
Allied Integral United Inc [Member] | |||
Basis of Presentation | Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All intercompany accounts and transactions have been eliminated in consolidation. | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. | |
Principles of Consolidation | Principles of Consolidation . In November 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share (the “Alt Care Preferred Stock”). The certificate of incorporation of AIU Alt Care authorizes 1,500,000 shares of preferred stock of which 700,000 is designated Alt Care Preferred Stock; and 1,500,000 of common stock. Each share of The Alt Care Preferred Stock has a stated value equal to the $10.00 Alt Care Preferred Stock original issue price. The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company’s common stock. For the three months ended March 31, 2021, $257,000 was invested in the company in exchange for 25,700 shares. In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund, which is managed by AIU Impact Management, LLC as the general partner, owns 1% of Clearday OZ Fund and allocates 99% of NCI gains and losses accordingly. For the three months ended March 31, 2021, Clearday OZ Fund issued 41,317 units of limited partnership units in the amount $413,166. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statement of operations. The asset, liabilities and employees transferred to the Company in the 2018 Acquisition Merger met the definition of a business, and so qualified as a change in reporting entity under ASC 250-10-45-21. As such, the historical financial statements of the transferred businesses are deemed to be those of the Company, even for the period prior to the 2018 Acquisition Merger and prior to the formation of the Company. As a transfer of businesses to an entity under common control, the assets and liabilities of the business were transferred at historical carrying values. Accordingly, following the 2018 Acquisition Merger, the financial results and financial position of the Company, the affiliated private funds and the subsidiaries of the affiliated private funds are retrospectively adjusted to give effect to the 2018 Acquisition Merger in the financial statements of periods presented prior to the 2018 Acquisition Merger, recorded at their respective carrying values similar to a pooling-of-interests. | Principles of Consolidation . In November 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% cumulative convertible preferred stock, par value $0.01 per share (the “Alt Care Preferred Stock”). The certificate of incorporation of AIU Alt Care authorizes 1,500,000 shares of preferred stock of which 700,000 is designated Alt Care Preferred Stock; and 1,500,000 of common stock. Each share of The Alt Care Preferred Stock has a stated value equal to the $10.00 Alt Care Preferred Stock original issue price. The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company’s common stock. For the year ended December 31, 2020, $3,641,576 was invested in the company in exchange for 364,158 shares. In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund, which is managed by AIU Impact Management, LLC as the general partner, owns 1% of Clearday OZ Fund and allocates 99% of NCI gains and losses accordingly. For the year ended December 31, 2020, Clearday OZ Fund issued 99,038 units of limited partnership units in the amount $990,387. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the consolidated statement of operations. The asset, liabilities and employees transferred to the Company in the 2018 Acquisition Merger met the definition of a business, and so qualified as a change in reporting entity under ASC 250-10-45-21. As such, the historical financial statements of the transferred businesses are deemed to be those of the Company, even for the period prior to the 2018 Acquisition Merger and prior to the formation of the Company. As a transfer of businesses to an entity under common control, the assets and liabilities of the business were transferred at historical carrying values. Accordingly, following the 2018 Acquisition Merger, the financial results and financial position of the Company, the affiliated private funds and the subsidiaries of the affiliated private funds are retrospectively adjusted to give effect to the 2018 Acquisition Merger in the financial statements of periods presented prior to the 2018 Acquisition Merger, recorded at their respective carrying values similar to a pooling-of-interests. | |
Revenue Recognition | Revenue Recognition. Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Core Business – Continuing Operations Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. For the three months ended March 31, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 3,624,139 96.8 % $ 3,266,917 96.4 % Amenities and conveniences - point in time 119,922 3.2 % 120,932 3.6 % Total revenue from contracts with customers $ 3,744,061 100.00 % $ 3,387,849 100.00 % The following table presents revenue disaggregated by type of contract: For the three months ended March 31, 2021 2020 Revenue from contracts with customers: Resident rent $ 3,413,311 $ 2,819,894 Ancillary 203,328 491,632 Assisted living 119,922 67,814 Move-in fees 7,500 8,509 Total revenue from contracts with customers 3,744,061 3,387,849 Total revenues $ 3,744,061 $ 3,387,849 Discontinued Operations Hotels. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. The Company’s performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel’s restaurant, bar or other facilities. The Company’s performance obligations are fulfilled at the time that food and beverage is purchased and provided to the customers. Other revenues such as cancellation fees, telephone services or ancillary services such as laundry are recognized at the point in time or over the time period that the associated good or service is provided. Payment received for a future stay is recognized as an advance deposit, which is included in Other Current Liabilities in Discontinued Operations on the Company’s consolidated balance sheet (see Note 5 – Discontinued Operations). Advance deposits are recognized as revenue when rooms are occupied, or goods or services have been delivered or rendered to customers. Advance deposits are generally recognized as revenue within a one-year period. Commercial Shopping Centers and other Rental Properties. | Revenue Recognition. Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Core Business – Continuing Operations Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. For the years ended December 31, 2020 % 2019 % Revenue from contracts with customers: Resident rent - over time $ 12,287,423 97.1 % $ 12,201,291 97.6 % Amenities and conveniences - point in time 368,104 2.9 % 297,828 2.4 % Total revenue from contracts with customers 12,655,527 100 % 12,499,119 100 % The following table presents revenue disaggregated by type of contract: For the years ended December 31, 2020 2019 Revenue from contracts with customers: Resident rent $ 11,961,108 $ 11,821,407 Ancillary 368,104 297,828 Assisted living 279,556 258,105 Move-in fees 46,759 121,779 Total revenue from contracts with customers 12,655,527 12,499,119 Total revenues $ 12,655,527 $ 12,499,119 Discontinued Operations Hotels. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. The Company’s performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel’s restaurant, bar or other facilities. The Company’s performance obligations are fulfilled at the time that food and beverage is purchased and provided to the customers. Other revenues such as cancellation fees, telephone services or ancillary services such as laundry are recognized at the point in time or over the time period that the associated good or service is provided. Payment received for a future stay is recognized as an advance deposit, which is included in Other Current Liabilities in Discontinued Operations on the Company’s consolidated balance sheet (see Note 5 – Discontinued Operations). Advance deposits are recognized as revenue when rooms are occupied, or goods or services have been delivered or rendered to customers. Advance deposits are generally recognized as revenue within a one-year period. Commercial Shopping Centers and other Rental Properties. | |
Property and Equipment | Property and Equipment. Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3). | Property and Equipment. Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3). | |
Income Taxes | Income Taxes. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its consolidated statements of operations. | Income Taxes. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its consolidated statements of operations. | |
Net Loss Per Share | Earnings Per Share. | Earnings Per Share. | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information. | ||
Use of Estimates | Use of Estimates. | Use of Estimates. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. | Fair Value of Financial Instruments. | |
Cash and Restricted Cash | Cash and Restricted Cash. Restricted cash as of March 31, 2021 and December 31, 2020 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. | Cash and Restricted Cash. Restricted cash as of December 31, 2020 and 2019 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. | |
Investments | Investments. | Investments. | |
Software Capitalization | Software Capitalization. | Software Capitalization. . Once the software has been developed, the costs to maintain and train others for its use will be expensed. | |
Concentrations of Credit Risk | Concentrations of Credit Risk. | Concentrations of Credit Risk. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2020 63,895 68,911 (63,895 ) 68,911 March 31, 2021 68,911 275,652 (68,911 ) 275,652 | Accounts Receivable and Allowance for Doubtful Accounts. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2019 53,597 63,895 (53,597 ) 63,895 December 31, 2020 63,895 68,911 (63,895 ) 68,911 | |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale. | Assets and Liabilities Held for Sale. | |
Gain (Loss) on Sale of Assets | Gain (Loss) on Sale of Assets. | Gain (Loss) on Sale of Assets. | |
Legal Proceedings and Claims | Legal Proceedings and Claims. Contingencies | Legal Proceedings and Claims. e establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Contingencies | |
Lease Accounting | Lease Accounting. Leases Lessee The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers) The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 to 17 years and may contain renewal options. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of March 31, 2021. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s unaudited condensed consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of March 31, 2021. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor The Company’s lessor arrangements primarily include tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. | Lease Accounting. Leases Lessee The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers) The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 to 17 years and may contain renewal options. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of December 31, 2020. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of December 31, 2020. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor The Company’s lessor arrangements primarily include tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. | |
PPP Loan | PPP Loan The Company recognizes PPP loans as debt instruments in accordance with ASC 470, Debt. | PPP Loan The Company recognizes PPP loans as debt instruments in accordance with ASC 470, Debt. | |
HHS Government Grants | HHS Government Grants The Company recognizes income for government grants when grant proceeds are received and the Company determines it is reasonably assured that it will comply with the conditions of the grant, the Company will recognize the distributions received in the income statement on a systematic and rational basis. The Company will estimate the fair value of the grant using the applicable HHS definitions of health care related expenses and lost revenue attributable to COVID-19, considering the Company’s projected and actual results at the end of each reporting period. Upon conclusion that AIU is reasonably assured that it has met the conditions of the grant, it must measure the amount of unreimbursed health-care related expenses and lost revenue related to COVID-19 at the end of each reporting period and release that amount from Refundable Advance to Other Revenue. | ||
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses In December 2019, the FASB also issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses In December 2019, the FASB also issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Stock-based Compensation Expense | The following table presents details of total stock-based compensation expense that is included in each functional line item on our condensed consolidated statements of operations: Three months ended April 3, 2021 March 28, 2020 Cost of commercial product revenues $ - $ 1,000 Research and development - 2,000 Selling, general and administrative - 18,000 Total stock-based compensation expense $ - $ 21,000 | The following table presents details of total stock-based compensation expense that is included in each functional line item on our consolidated statements of operations: 2020 2019 2018 Cost of Commercial product revenues $ 3,000 $ 3,000 $ 3,000 Research and development 9,000 10,000 12,000 Selling, general and administrative 68,000 74,000 69,000 $ 80,000 $ 87,000 $ 84,000 | |
Allied Integral United Inc [Member] | |||
Schedule of Allowance for Doubtful Accounts | The Company’s allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2020 63,895 68,911 (63,895 ) 68,911 March 31, 2021 68,911 275,652 (68,911 ) 275,652 | The Company’s allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-offs Balance at December 31, 2019 53,597 63,895 (53,597 ) 63,895 December 31, 2020 63,895 68,911 (63,895 ) 68,911 | |
Schedule of Property and Equipment Estimated Useful Lives | Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 | Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Asset Class Estimated Useful Life (in years) Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 | |
Schedule of Revenue from Contracts with Customers | Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. For the three months ended March 31, 2021 % 2020 % Revenue from contracts with customers: Resident rent - over time $ 3,624,139 96.8 % $ 3,266,917 96.4 % Amenities and conveniences - point in time 119,922 3.2 % 120,932 3.6 % Total revenue from contracts with customers $ 3,744,061 100.00 % $ 3,387,849 100.00 % | Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. For the years ended December 31, 2020 % 2019 % Revenue from contracts with customers: Resident rent - over time $ 12,287,423 97.1 % $ 12,201,291 97.6 % Amenities and conveniences - point in time 368,104 2.9 % 297,828 2.4 % Total revenue from contracts with customers 12,655,527 100 % 12,499,119 100 % | |
Schedule of Disaggregated Revenue | The following table presents revenue disaggregated by type of contract: For the three months ended March 31, 2021 2020 Revenue from contracts with customers: Resident rent $ 3,413,311 $ 2,819,894 Ancillary 203,328 491,632 Assisted living 119,922 67,814 Move-in fees 7,500 8,509 Total revenue from contracts with customers 3,744,061 3,387,849 Total revenues $ 3,744,061 $ 3,387,849 | The following table presents revenue disaggregated by type of contract: For the years ended December 31, 2020 2019 Revenue from contracts with customers: Resident rent $ 11,961,108 $ 11,821,407 Ancillary 368,104 297,828 Assisted living 279,556 258,105 Move-in fees 46,759 121,779 Total revenue from contracts with customers 12,655,527 12,499,119 Total revenues $ 12,655,527 $ 12,499,119 |
Details of Certain Financial _2
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities (Tables) | 3 Months Ended | 12 Months Ended |
Apr. 03, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | ||
Schedule of Components of Accounts Receivable | December 31, 2020 December 31, 2019 Accounts receivable: Accounts receivable-trade $ - $ 347,000 Less: allowance for doubtful accounts - (3,000 ) $ - $ 344,000 | |
Schedule of Components of Inventories | April 3, 2021 December 31, 2020 Inventories: Work In Process 68,000 68,000 $ 68,000 $ 68,000 | December 31, 2020 December 31, 2019 Inventories: Raw materials $ - $ 152,000 Reserve for raw materials - - Work-in-process 68,000 111,000 Reserve for work-in-process - - Finished goods - - Reserve for finished goods - - $ 68,000 $ 263,000 |
Schedule of Components of Property and Equipment | April 3, 2021 December 31, 2020 Property and Equipment: Equipment $ 316,000 $ 316,000 - Less: accumulated depreciation and amortization 316,000 (316,000 ) $ - $ - | December 31, 2020 December 31, 2019 Property and Equipment: Equipment $ 316,000 $ 11,911,000 Leasehold improvements - 1,065,000 Furniture and fixtures - 205,000 316,000 13,181,000 Less: accumulated depreciation and amortization (316,000 ) (12,948,000 ) $ - $ 233,000 |
Schedule of Components of Patents and Licenses | April 3, 2021 December 31, 2020 Patents and Licenses: Patents issued 278,000 278,000 Less accumulated amortization (278,000 ) (278,000 ) Net patents issued - - $ - $ - | December 31, December 31, Patents, Licenses and Purchased Technology: Patents pending $ - $ - Patents issued 278,000 1,712,000 Less accumulated amortization (278,000 ) (1,071,000 ) Net patents issued - 641,000 $ - $ 641,000 |
Schedule of Components of Accrued Expenses and Other Long Term Liabilities | April 3, 2021 December 31, 2020 Accrued Expenses and Other Long Term Liabilities: Salaries Payable $ 30,000 $ 10,000 Compensated absences - 125,000 30,000 135,000 Less current portion (30,000 ) (135,000 ) Long term portion $ - $ - | December 31, December 31, Accrued Expenses and Other Long Term Liabilities: Salaries payable $ 10,000 $ 23,000 Compensated absences 125,000 211,000 Compensation related - 4,000 Warranty reserve - 8,000 Operating lease - 152,000 Other - 54,000 Total 135,000 452,000 Less current portion (135,000 ) (440,000 ) Long-term portion $ - $ 12,000 |
Schedule of Warranty Reserve Activity | For the three months ended, April 3, 2021 March 28, 2020 Warranty Reserve Activity: Beginning balance $ - $ 8,000 Additions - - Deductions - - Ending balance $ - $ 8,000 | 2020 2019 2018 Warranty Reserve Activity: Beginning balance $ 8,000 $ 8,000 $ 8,000 Additions - - - Deductions 8,000 - - Ending balance $ - $ 8,000 $ 8,000 |
Real Estate, Property and Equ_2
Real Estate, Property and Equipment, Net (Tables) (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allied Integral United Inc [Member] | ||
Schedule of Real Estate, Property and Equipment | Real estate, property and equipment, net consist of the following: Memory Care Facilities and corporate: Estimated Useful Lives March 31, 2021 December 31, 2020 Land $ 1,940,389 $ 1,940,389 Building and building improvements 39 years 7,278,900 7,277,693 Furniture, fixtures, and equipment 3-7 years 3,087,681 2,588,781 Total 12,306,970 11,806,863 Less accumulated depreciation (3,121,425 ) (2,953,579 ) Real estate, property and equipment, net $ 9,185,545 $ 8,853,284 Non-core businesses classified as assets held for sale: Estimated Useful Lives March 31, 2021 December 31, 2020 Land $ 2,892,195 $ 4,288,915 Building and building improvements 39 years 3,240,990 5,898,419 Furniture, fixtures and equipment 3-7 years 1,474,948 2,099,568 Other 67,972 200,969 Total 7,676,105 12,487,871 Less accumulated depreciation (2,313,269 ) (4,175,035 ) Real estate, property and equipment, net $ 5,362,836 $ 8,312,836 | Real estate, property and equipment, net consist of the following: Memory Care Facilities and corporate: Estimated Useful Lives December 31, 2020 December 31, 2019 Land $ 1,940,389 $ 1,940,389 Building and building improvements 39 years 7,277,693 7,124,278 Furniture, fixtures and equipment 3-7 years 2,588,781 2,401,012 Total 11,806,863 11,465,679 Less accumulated depreciation (2,953,579 ) (2,354,819 ) Real estate, property and equipment, net $ 8,853,284 $ 9,110,860 Non-core businesses classified as assets held for sale: Estimated Useful Lives December 31, 2020 December 31, 2019 Land and land improvements $ 4,288,915 $ 8,250,908 Building and building improvements 39 years 5,898,419 16,219,171 Furniture, fixtures and equipment 5-7 years 2,099,568 3,252,996 Other 3-5 years 200,969 342,521 Total 12,487,871 28,065,596 Less accumulated depreciation (4,175,035 ) (8,325,308 ) Real estate, property and equipment, net $ 8,312,836 $ 19,740,288 |
Leases (Tables) (Allied Integra
Leases (Tables) (Allied Integral United Inc) - Allied Integral United Inc [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Lease Cost | For the three months ended March 31, 2021, the lease costs recorded in the unaudited condensed consolidated statement of operations are as follows: For the Three Months ended March 31, 2021 2020 Lease costs: Operating lease costs $ 1,129,542 $ 1,301,299 Short-term lease costs 11,851 30,276 Total lease costs $ 1,141,393 $ 1,331,575 | For the year ended December 31, 2020, the lease costs recorded in the consolidated statement of operations are as follows: For the years ended December 31, 2020 2019 Lease costs: Operating lease costs $ 4,545,660 $ 4,957,539 Short-term lease costs 95,184 64,657 Total lease costs $ 4,640,844 $ 5,022,196 |
Schedule Maturity Operating Lease Payments | The following table summarizes the maturity of the Company’s operating lease liabilities as of March 31, 2021: Year Ending Operating Leases 2021 – remainder of year 2,955,950 2022 4,026,961 2023 4,121,550 2024 4,218,384 2025 4,310,799 2026 4,439,167 2027 4,537,167 Thereafter 40,267,540 Total minimum lease payments $ 68,877,518 Less: amounts representing interest 30,544,177 Present value of future minimum lease payments $ 38,333,341 Less current portion 944,038 Non-current lease liabilities $ 37,389,303 | The following table summarizes the maturity of the Company’s operating lease liabilities as of December 31, 2020: Year ending December 31, Operating Leases 2021 $ 3,934,567 2022 4,026,961 2023 4,121,550 2024 4,218,384 2025 4,310,799 Thereafter 49,218,168 Total minimum lease payments 69,830,429 Less: amounts representing interest 31,423,222 Present value of future minimum lease payments 38,407,207 Less current portion 790,126 Non-current lease liabilities $ 37,617,081 |
Discontinued Operations (Tables
Discontinued Operations (Tables) (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Discontinued Operations Gain (loss) on Sale of Assets | Commercial Hotel Property Parcel - Commercial Property #2 Total 2020 Contract sales price $ 13,300,000 $ 2,500,000 $ 700,000 $ 16,500,000 Fees (1,461,312 ) (134,043 ) - (1,595,355 ) Seller buildout obligation (856,085 ) - - (856,085 ) Net book value of assets 6,425,983 1,981,889 622,466 9,030,338 Gain/(loss) on sale of assets $ 4,556,620 $ 384,068 $ 77,534 $ 5,018,222 | Commercial Hotel Property Parcel - Commercial Property #2 Total 2020 Contract sales price $ 13,300,000 $ 2,500,000 $ 700,000 $ 16,500,000 Fees (1,461,312 ) (134,043 ) - (1,595,355 ) Seller buildout obligation (856,085 ) - - (856,085 ) Net book value of assets 6,425,983 1,981,889 622,466 9,030,338 Gain/(loss) on sale of assets $ 4,556,620 $ 384,068 $ 77,534 $ 5,018,222 |
Schedule of Discontinued Operations Profit and Loss Impact | These amounts are included in the Company’s consolidated statement of operations in the income (loss) from discontinued operations, net of tax. Real Estate Property #1 Real Estate Property #2 Commercial Property #1 Total 2019 Contract Sales Price $ 7,000,000 $ 4,800,000 $ 3,500,000 $ 15,300,000 Net Book Value of Assets 5,215,542 4,971,062 2,466,551 12,653,155 Gain/(Loss) on Sale of Assets 1,784,458 (171,062 ) 1,033,449 2,646,845 Loss on Extinguishment of Debt (446,064 ) - (159,596 ) (605,660 ) Total P&L Impact $ 1,338,394 $ (171,062 ) $ 873,853 $ 2,041,185 | |
Schedule of Discontinued Operations Consolidated Balance Sheets | As of March 31, 2021 As of December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 206,539 $ 343,044 Restricted cash - 8,201 Accounts receivable 100 18,421 Prepaid expenses 77,204 23,641 Total current assets 283,843 393,307 Investments in non-consolidated entities 77,056 77,056 Note receivables 6,323 6,323 Real estate, property and equipment, net 5,362,836 8,312,836 Total long-term assets held for sale 5,446,214 8,396,215 TOTAL ASSETS $ 5,730,058 $ 8,789,522 LIABILITIES Current liabilities: Accounts payable $ 699 $ 66,650 Accrued expenses 855,392 1,031,583 Accrued interest 133,171 133,171 Current portion of long-term debt 1,758,223 4,107,599 Total current liabilities 2,747,485 5,339,003 Long-term liabilities: Note payable 530,596 784,945 Long-term debt, less current portion 4,883,682 5,121,760 Total long-term liabilities held for sale 5,414,278 5,906,705 TOTAL LIABILITIES $ 8,161,763 $ 11,245,708 | December 31, 2020 December 31, 2019 ASSETS Current assets: Cash and cash equivalents $ 343,044 $ 570,284 Restricted cash 8,201 1,477,871 Accounts receivable 18,421 53,934 Prepaid expenses 23,641 54,665 Total current assets 393,307 2,156,754 Investments in non-consolidated entities 77,056 77,057 Note Receivables 6,323 6,323 Real estate, property and equipment, net 8,312,836 19,740,288 Other non-current assets - 319,000 Total long-term assets held for sale 8,396,215 20,142,668 TOTAL ASSETS $ 8,789,522 $ 22,299,422 LIABILITIES Current liabilities: Accounts payable $ 66,650 $ 1,757,761 Accrued expenses 1,031,583 1,752,400 Accrued interest 133,171 26,625 Current portion of long-term debt 4,107,599 3,166,978 Other current liabilities - 85,695 Total current liabilities 5,339,003 6,789,459 Long-term liabilities: Note payable 785,044 1,326,144 Deferred loan fees, net of amortization - (4,952 ) Long-term debt, less current portion 5,121,760 16,242,029 Total long-term liabilities held for sale 5,906,804 17,563,222 TOTAL LIABILITIES $ 11,245,807 $ 24,352,680 |
Schedule of Discontinued Operations Consolidated Income Statement | For the three months ended March 31, 2021 March 31, 2020 Revenues Hotel room and other revenue $ - $ 377,073 Commercial property rental revenue 20,867 195,159 Total revenues, net 20,867 572,232 Costs and expenses Operating expenses 43,328 376,244 General and administrative expenses 268,646 800,477 Total operating expenses 311,974 1,176,721 (Loss) income from operations (291,107 ) (604,489 ) Other (income) expenses Interest expense 23,825 312,346 Gain/(loss) on disposal of assets 15,000 (5,018,222 ) Other expenses (17,920 ) 242,682 Total (income)/loss 20,905 (4,463,194 ) Net income/ (loss) $ (312,011 ) $ 3,858,705 | December 31, 2020 December 31, 2019 Revenues Hotel room and other revenue $ 353,437 $ 3,367,517 Commercial property rental revenue 220,388 2,306,509 Total revenues, net 573,825 5,674,026 Costs and expenses Operating expenses 598,995 3,770,306 Impairment 2,397,114 - General and administrative expenses 1,487,515 1,565,391 Total operating expenses 4,483,624 5,335,697 (Loss) income from operations (3,909,799 ) 338,329 Other (income) expenses Interest expense 696,431 1,825,796 Gain on disposal of assets (5,018,222 ) (2,646,845 ) Equity income from investees, net of applicable taxes (402,976 ) (1,228,133 ) Loss on debt extinguishment - 605,660 Other expenses (300,572 ) - Total income (5,025,340 ) (1,443,521 ) Net income $ 1,115,540 $ 1,781,851 |
Indebtedness (Tables) (Allied I
Indebtedness (Tables) (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Summary of Interest and Future Maturities | Long-term Debt Continuing Core Discontinued Non-Core Total 2021 - Remainder of 2021 $ 5,129,855 $ 1,758,223 $ 6,888,078 2022 564,590 184,366 748,956 2023 485,937 499,185 985,122 2024 193,449 214,760 408,209 2025 99,485 231,519 331,004 Thereafter 2,314,231 3,731,097 6,045,328 Total obligations $ 8,787,547 $ 6, 619,149 $ 15,406,696 | Year ending December 31, Continuing Core Discontinued Non-Core Total 2021 $ 1,623,375 $ 4,107,599 $ 5,730,974 2022 656,800 167,286 824,085 2023 674,008 480,505 1,154,513 2024 95,600 194,329 289,929 2025 99,638 209,013 308,651 Thereafter 3,306,156 4,049,099 7,355,255 Total obligations $ 6,455,576 $ 9,207,830 $ 15,663,406 |
Summary of Long-term Debt and Notes Payable Maturity | The following table summarizes the maturity of the Company’s long-term debt and notes payable as of March 31, 2021: Maturity Date Interest Rate March 31, 2021 December 31, 2020 Memory Care (Core) Facilities: Naples Mortgage December-2041 3.99 % $ 2,710,207 $ 2,731,100 MCA Invesque Loan January-2024 8.5 % 1,505,005 1,610,577 New Braunfels Business Loan March-2022 6.25 % 153,088 185,359 Gearhart Loan April-2021 7 % 238,578 238,578 Cerniglia Note December-2021 9.85 % 325,000 325,000 SBA PPP Loan May-2022 1 % 2,855,669 1,364,962 Equity Secure Fund I, LLC March - 2022 11.50 % 1,000,000 - Notional amount of debt 8,787,547 6,455,576 Less: current maturities 5,129,855 1,623,375 $ 3,657,692 $ 4,832,201 Non-core businesses classified as liabilities held for sale: Hotels: Seaworld Hotel Note (1) January-2021 Variable $ 299,000 $ 3,395,000 Buda Hotel Note (2) January-2037 Variable 4,013,425 4,046,771 SBA PPP Loan May-2022 1 % 604,800 255,300 Buda Tax Loans June-2028 8.99 % 466,713 271,365 Notional amount of debt 5,383,938 7,968,436 Less: current maturities 1,045,624 3,395,000 $ 4,338,314 $ 4,573,436 Real Estate: Artesia Note (3) June-2033 Variable $ 235,211 $ 238,168 Tamir Note March-2022 12 % 300,000 300,000 Leander Note April-2022 12.75 % 700,000 700,000 Notional amount of debt 1,235,211 1,238,168 Less: current maturities 712,599 712,599 $ 499,857 $ 502,814 As of March 31, 2021, included in the current portion of long-term debt on the accompanying unaudited condensed balance sheet is $224,207 of unamortized debt discount. As of December 31, 2020, included in long term debt on the accompanying unaudited condensed balance sheet is $21,528 of unamortized debt discount. Notes: (1) Interest equal to $1,000 per day for 60 days, $1,500 per day through September 17, 2019 and interest rates between 20% and 40%; refer to detail below, as in default above (2) Interest rate equal to greater of 10.5% or 30-day LIBOR plus 8.175% (3) Interest rate equal to greater of 10.5% or 30-day LIBOR plus 8.175% (4) Interest rate equal to Wall Street Journal Prime plus 2.75% (5) Interest rate equal to greater of 6.0% or Prime plus 1.0 Maturity Date Interest Rate March 31, 2021 December 31, 2020 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partners note December 2025 0.09 % $ 111,208 $ - Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 611,208 500,000 Guarantee Fees 283,023 139,883 $ 894,231 $ 639,883 Core Businesses (Discontinued Continuing Operations) Notes Payable Cibolo Creek Partners note December 2025 0.09 % $ 530,596 $ 641,804 Notional amount of debt 530,596 641,804 Guarantee Fees - 143,141 $ 530,596 $ 784,945 | The following table summarizes the maturity of the Company’s long-term debt and notes payable as of December 31, 2020: Maturity Date Interest Rate December 31, 2020 December 31, 2019 Memory Care (Core) Facilities: Naples Mortgage December 2041 3.99 % $ 2,731,100 $ 2,812,596 MCA Invesque Loan January 2024 8.50 % 1,610,577 1,943,417 New Braunfels Business Loan March 2022 6.25 % 185,359 273,140 Gearhart Loan April 2021 7.00 % 238,578 238,578 Cerniglia Note December 2021 9.85 % 325,000 325,000 SBA PPP Loan May 2022 1.00 % 1,364,962 - KOBO Note (1) April 2020 Variable - 500,000 Notional amount of debt 6,455,576 6,092,731 Less: deferred loan costs, net 21,528 22,560 Less: current maturities 1,623,375 1,441,862 $ 4,810,673 $ 4,628,309 Non-core businesses classified as liabilities held for sale: Hotels: Airport Hotel Note (2) August 2020 Variable $ - $ 2,054,000 Seaworld Hotel Note (3) January 2021 Variable 3,395,000 3,395,000 Buda Hotel Note (4) January 2037 Variable 4,046,770 4,145,297 SBA PPP Loan May 2022 1.00 % 255,300 - Buda Tax Loans June 2028 8.99 % 271,365 87,735 Notional amount of debt 7,968,435 9,682,032 Less: current maturities 3,395,000 2,185,498 $ 4,573,436 $ 7,496,534 Real Estate: Castle Hills Note - FNBT November 2022 4.50 % $ - $ 8,476,615 Artesia Note (5) June 2033 Variable 238,168 250,360 Tamir Note March 2022 12.00 % 300,000 300,000 Leander Note April 2021 12.75 % 722,755 700,000 Notional amount of debt 1,260,923 9,726,975 Less: deferred loan costs, net 22,755 4,952 Less: current maturities 712,599 981,480 $ 525,569 $ 8,740,543 Notes: (1) (2) (3) (4) (5) Maturity Date Interest Rate December 31, 2020 December 31, 2019 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % $ - $ 27,285 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 500,000 527,285 Guarantee Fees 139,883 105,016 $ 639,883 $ 632,301 Non-core Businesses (Discontinued Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % 641,804 683,003 Jim Walesa Note December 2025 0.00 % - 500,000 Notional amount of debt 641,903 1,183,003 Guarantee Fees 143,141 143,141 $ 785,044 $ 1,326,144 Maturity Date Interest Rate December 31, 2020 December 31, 2019 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % $ - $ 27,285 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 500,000 527,285 Guarantee Fees 139,883 105,016 $ 639,883 $ 632,301 Non-core Businesses (Discontinued Operations) Notes Payable Cibolo Creek Partner’s Note December 2025 0.09 % 641,804 683,003 Jim Walesa Note December 2025 0.00 % - 500,000 Notional amount of debt 641,903 1,183,003 Guarantee Fees 143,141 143,141 $ 785,044 $ 1,326,144 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Federal Statutory Income Tax Rate | The benefit for income taxes differs from the amount obtained by applying the federal statutory income tax rate to loss before benefit for income taxes for 2020, 2019 and 2018 as follows: 2020 2019 2018 Tax benefit computed at federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) in taxes due to: Change in tax rate under tax reform — — — Change in valuation allowance (21.0 ) (21.0 ) (21.0 ) — % — % — % | |
Schedule of Deferred Tax Assets (Liabilities) | The significant components of deferred tax assets (liabilities) at December 31 are as follows: 2020 2019 Loss carryforwards $ 2,990,000 $ 3,662,000 Depreciation & Amortization 76,000 684,000 Stock Option Compensation 17,000 394,000 Other 84,000 132,000 Less: valuation allowance (3,167,000 ) (4,872,000 ) $ — $ — | |
Allied Integral United Inc [Member] | ||
Schedule of Tax Provision | For the three months ended March 31, 2021 2020 Current tax provision (benefit): Federal $ - $ - State - - Total current tax benefit - - Deferred Tax provision: Federal - - State - - Total deferred tax provision - - Total tax provision $ - $ - | |
Schedule of Federal Statutory Income Tax Rate | The Company has assessed its position and decided that a 100% valuation allowance as of December 31, 2020 and 2019 is necessary at this time. For the years ended December 31, 2020 2019 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 6.7 % 6.7 % Other differences, net 0.0 % 0.0 % Valuation allowance -27.7 % -27.7 % Effective tax rate 0.0 % 0.0 % | |
Schedule of Deferred Tax Assets (Liabilities) | For the Three Months ended March 31, 2021 2020 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 6.7 % 6.7 % Other differences, net 0.0 % 0.0 % Valuation allowance -27.7 % -27.7 % Effective tax rate 0.0 % 0.0 % | Significant components of the Company’s deferred tax assets and liabilities are as follows: For the years ended December 31, 2020 2019 Deferred income tax assets: Net Operating loss carry forward $ 11,041,793 $ 5,089,744 Depreciation and amortization 25,081 (1,257,406 ) Non-qualified stock compensation 1,699,935 - Allowance for doubtful accounts 676,567 145,188 Asset impairment 2,397,114 - Intangible assets 1,555,600 2,112,056 Accrued expenses 52,992 171,277 Investments 701,618 701,618 Unrealized losses 1,284,000 - Other 42,088 405,163 Interest limitation 163j 2,618,046 2,618,046 Total gross deferred income tax asset 22,095,554 9,985,686 Valuation allowance (22,095,554 ) (9,985,686 ) Net deferred income tax assets - - Deferred income tax liabilities: $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Apr. 03, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Summary of Stockholders' Equity Transactions | The following is a summary of stockholders’ equity transactions for the three months ended April 3, 2021: Convertible Capital in Preferred Stock Common Stock Excess of Accumulated Shares Amount Shares Amount Par Value Deficit Total Balance at December 31, 2020 328,925 $ - 3,151,780 $ 3,000 $ 334,632,000 $ (331,930,000 ) $ 2,705,000 Merger partner contribution - - - 120,000 120,000 Net loss (569,000 ) (569,000 ) Balance at April 3, 2021 328,925 $ - 3,151,780 $ 3,000 $ 334,752,000 $ (332,499,000 ) $ 2,256,000 The following is a summary of stockholders’ equity transactions for the three months ended March 28, 2020: Convertible Capital in Preferred Stock Common Stock Excess of Accumulated Shares Amount Shares Amount Par Value Deficit Total Balance at December 31, 2019 328,925 $ - 1,773,189 $ 2,000 $ 330,474,000 $ (328,973,000 ) $ 1,503,000 Warrant exercises - 555,171 - 1,383,000 1,388,000 Stock-based compensation 21,000 21,000 Net loss (1,079,000 ) (1,079,000 ) Balance at March 28, 2020 328,925 $ - 2,328,360 $ 2,000 $ 331,878,000 $ (330,052,000 ) $ 1,833,000 | |
Summary of Significant Weighted Average Assumptions Used for Estimating Fair Value Under Stock Option Plans | The following are the significant weighted average assumptions used for estimating the fair value under our stock option plans: 2020 2019 2018 Per share fair value at grant date — — $ 14.50 Risk free interest rate — — 3.0 % Expected volatility — — 224 % Dividend yield — — 0 % Expected life in years — — 4.0 | |
Summary of Stock Option Transactions Under Stock Option Plan | The following is a summary of stock option transactions under our Stock Option Plans at April 3, 2021: Number of Shares Price Per Share Weighted Average Exercise Price Number of Options Exercisable Weighted Average Exercise Price Balance at December 31, 2020 7,863 $ 19.20 - $ 28,440 $ 255.90 7,863 $ 255.90 Granted - - Exercised - - Canceled 12 28,440 28,440 12 28,440 Balance at April 3, 2021 7,851 $ 19.20 - $ 26,280 $ 211.24 7,851 $ 211.24 | Option activity during the three years ended December 31, 2019 was as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2017 1,261 $ 3,700.30 Granted 12,800 19.20 Canceled (29 ) 47,239.00 Exercised — — Outstanding at December 31, 2018 14,032 252.90 Granted — — Canceled (307 ) 4,723.90 Exercised — — Outstanding at December 31, 2019 13,725 252.00 Granted — — Canceled (5,862 ) 246.80 Exercised — — Outstanding at December 31, 2020 7,863 $ 255.90 |
Summary of Currently Outstanding and Exercisable Stock Options | The following table summarizes information concerning currently outstanding and exercisable stock options at December 31, 2020: Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $19.20 - $19.20 7,150 7.8 $ 19.20 7,150 $ 19.20 330.00 – 330.00 300 4.9 330.00 300 330.00 3,180.00 – 4,275.00 395 2.9 3,245.34 395 3,245.34 $26,280.00 - $28,440.00 18 0.4 27,802.76 18 27,802.76 7,863 7.4 $ 255.90 7,863 $ 255.90 | |
Summary of Restricted Stock Awards | The following is a summary of our restricted stock award transactions for the year ended December 31, 2020: Number of Shares Weighted Balance nonvested at December 31, 2019 33 $ 105.00 Granted - - Vested (33 ) 105.00 Forfeited - - Balance nonvested at December 31, 2020 - $ - | |
Summary of Outstanding Warrants | The following is a summary of outstanding warrants at April 3, 2021: Common Shares Total Currently Exercisable Price per Share Expiration Date Warrants related to August 2016 financing 5,350 5,350 $ 300.00 February 2, 2022 Warrants related to August 2016 financing 500 500 $ 385.50 August 2, 2021 Warrants related to December 2016 financing 68,567 68,567 $ 200.00 December 14, 2021 Warrants related to March 2018 financing 15,810 15,810 $ 114.00 September 9, 2023 Warrants related to March 2018 financing 1,107 1,107 $ 158.00 March 6, 2023 Warrants related to July 2018 financing 257,143 257,143 $ 35.00 July 25, 2023 Warrants related to July 2018 financing 15,428 15,428 $ 43.75 July 25, 2023 Warrants related to May 2019 financing 11,900 11,900 $ 12.50 May 23, 2024 Warrants related to October 2019 financing 217,200 217,200 $ 2.50 October 10, 2024 Warrants related to October 2019 financing 30,916 30,916 $ 3.13 October 8, 2024 | The following is a summary of outstanding warrants at December 31, 2020: Total Currently Exercisable Price per Share Expiration Date Warrants related to August 2016 financing 5,350 5,350 $ 300.00 February 2, 2022 Warrants related to August 2016 financing 500 500 $ 385.50 August 2, 2021 Warrants related to December 2016 financing 68,567 68,567 $ 200.00 December 14, 2021 Warrants related to March 2018 financing 15,810 15,810 $ 114.00 September 9, 2023 Warrants related to March 2018 financing 1,107 1,107 $ 158.00 March 6, 2023 Warrants related to July 2018 financing 257,143 257,143 $ 35.00 July 25, 2023 Warrants related to July 2018 financing 15,428 15,428 $ 43.75 July 25, 2023 Warrants related to May 2019 financing 11,900 11,900 $ 12.50 May 23, 2024 Warrants related to October 2019 financing 217,200 217,200 $ 2.50 October 10, 2024 Warrants related to October 2019 financing 30,916 30,916 $ 3.13 October 8, 2024 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Antidilutive Shares Computation of Earnings (Loss) Per Share | Since their impact would be anti-dilutive, our net loss per common share does not include the effect of the assumed exercise or vesting of the following shares: April 3, 2021 March 28, 2020 Outstanding stock options 7,851 12,141 Unvested restricted stock awards - 33 Outstanding warrants 623,921 1,062,819 Total 631,772 1,074,993 | Since their impact would be anti-dilutive, our loss per common share does not include the effect of the assumed exercise or vesting of any of the following shares: 2020 2019 2018 Outstanding stock options 7,863 13,725 14,032 Unvested restricted stock awards - 33 200 Outstanding warrants 623,921 1,618,123 379,684 Total 631,784 1,631,881 393,916 | |
Allied Integral United Inc [Member] | |||
Schedule of Antidilutive Shares Computation of Earnings (Loss) Per Share | The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2021 and 2020, respectively. Dilution shares calculation For the Three Months ended March 31, 2021 2020 Series A 6.75% Preferred Stock Convertible 9,351,043 8,803,410 Series I 10.25% Preferred Stock Convertible 498,478 142,139 Limited Partnership Units 714,381 535,851 Warrants 1,107,896 658,183 Total participating securities (1) 11,671,798 10,139,583 (1) | The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2020 and 2019, respectively. Dilution shares calculation For the year ended December 31, 2020 2019 Series A 6.75% Preferred Stock Convertible 9,213,705 8,666,481 Series I 10.25% Preferred Stock Convertible 460,393 87,005 Limited Partnership Units 657,079 500,035 Warrants 1,040,879 577,683 Total participating securities (1) 11,372,056 9,831,204 (1) |
General (Details Narrative)
General (Details Narrative) - USD ($) | Feb. 26, 2021 | Feb. 26, 2020 | Jan. 28, 2020 |
Aggregate sales prices | $ 1,075,000 | ||
Clearday Inc [Member] | New Merger Agreement [Member] | |||
Payment for merger related costs | $ 120,000 | ||
Clearday Inc [Member] | New Merger Agreement [Member] | Paycheck Protection Program Loan [Member] | |||
Proceeds from loan | $ 468,000 | ||
Employee [Member] | |||
Employee workforce reduction percentage | 70.00% |
General (Details Narrative) (10
General (Details Narrative) (10-K) - USD ($) | Apr. 29, 2020 | Jan. 28, 2020 |
Benworth Capital Partners, LLC [Member] | ||
Debt instrument, face amount | $ 4,550,000 | |
Promissory note paid off | 2,739,195 | |
Debt instrument, cost | 354,357 | |
Proceeds from debt | $ 1,456,448 | |
Debt instrument, maturity date description | This new loan only has a one-year term as compared to the original mortgage which had a maturity date of 2041. | |
Debt instrument, interest rate percentage | 9.95% | |
Employee [Member] | ||
Employee Percentage | 70.00% |
Organization, Description of _2
Organization, Description of Business, and Liquidity and Going Concern (Details Narrative) (Allied Integral United Inc) - USD ($) | Apr. 29, 2020 | Jul. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 29, 2021 | Apr. 03, 2021 | Dec. 31, 2018 | Sep. 30, 2018 |
Number of shares issued convertible debt | 1,181,429 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Accumulated deficit | $ (331,930,000) | $ (328,973,000) | $ (332,499,000) | |||||||
Benworth Capital Partners, LLC [Member] | ||||||||||
Debt instrument, face amount | $ 4,550,000 | |||||||||
Promissory note paid off | 2,739,195 | |||||||||
Debt instrument, cost | 354,357 | |||||||||
Proceeds from debt | $ 1,456,448 | |||||||||
Debt instrument, maturity date description | This new loan only has a one-year term as compared to the original mortgage which had a maturity date of 2041. | |||||||||
Debt instrument, interest rate percentage | 9.95% | |||||||||
Allied Integral United Inc [Member] | ||||||||||
Entity incorporation, date of incorporation | Dec. 20, 2017 | Dec. 20, 2017 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Accumulated deficit | $ (52,064,820) | $ (45,522,908) | $ (22,798,067) | |||||||
Loss from continuing operations | (3,659,192) | $ (2,607,625) | (14,890,610) | (9,560,258) | ||||||
Net cash used in activities of continuing operations | $ (2,276,797) | $ (1,964,083) | $ (8,977,189) | $ (7,527,219) | ||||||
Allied Integral United Inc [Member] | Benworth Capital Partners, LLC [Member] | ||||||||||
Debt instrument, face amount | $ 4,550,000 | |||||||||
Debt instrument, interest rate percentage | 9.95% | |||||||||
Allied Integral United Inc [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Number of shares issued convertible debt | 8,076,885 | 8,076,885 | ||||||||
Debt convertible percentage | 6.75% | 6.75% | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Organization, Description of _3
Organization, Description of Business, and Liquidity and Going Concern (Details Narrative) (Allied Integral United Inc) (10-K) - USD ($) | Jul. 30, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 03, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Number of shares issued convertible debt | 1,181,429 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Accumulated deficit | $ (331,930,000) | $ (332,499,000) | $ (328,973,000) | ||||
Allied Integral United Inc [Member] | |||||||
Entity incorporation, date of incorporation | Dec. 20, 2017 | Dec. 20, 2017 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Accumulated deficit | $ (52,064,820) | $ (45,522,908) | $ (22,798,067) | ||||
Allied Integral United Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Number of shares issued convertible debt | 8,076,885 | 8,076,885 | |||||
Debt convertible percentage | 6.75% | 6.75% | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 09, 2020 | Jul. 06, 2020 | Jul. 24, 2018 | Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 10, 2020 | Jan. 28, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Accumulated deficit | $ (332,499,000) | $ (331,930,000) | $ (328,973,000) | |||||||
Net loss | (569,000) | $ (1,079,000) | (2,957,000) | (9,229,000) | $ (8,131,000) | |||||
Cash flows from operations | (453,000) | (1,470,000) | (3,138,000) | (8,803,000) | (6,931,000) | |||||
Cash | $ 1,291,000 | $ 1,276,000 | 713,000 | |||||||
Reverse split | 1-for-10 reverse stock split | 1-for-10 reverse stock split | ||||||||
Net proceeds from sale of our common and preferred shares and warrants | $ 3,900,000 | |||||||||
Common stock shares authorised | 250,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Par value of common stock | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Inventories, net | $ 68,000 | $ 68,000 | $ 263,000 | |||||||
Wire inventory expensed | 190,000 | 190,000 | ||||||||
Common stock issued | 400,000 | |||||||||
Preferred equity interest, value | $ 1,600,000 | |||||||||
Purchase price | $ 4 | |||||||||
Gain on sale of production wire equipment | $ 510,000 | $ 510,000 | ||||||||
Minimum percentage of tax benefit realized | 50.00% | 50.00% | ||||||||
Net operating loss carryforwards | $ 2,979,000 | |||||||||
Operating loss carry forwards expiration date description | Expire in the years 2021 through 2038 | |||||||||
Maximum [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net operating loss carryforwards | $ 14,200,000 | |||||||||
Patents And Licenses [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Impairment of intangible assets | $ 134,000 | |||||||||
Employee [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Employee workforce reduction percentage | 70.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) | Sep. 09, 2020$ / sharesshares | Jul. 06, 2020USD ($)$ / sharesshares | Nov. 30, 2019$ / sharesshares | Jul. 24, 2018 | Nov. 30, 2019USD ($)$ / sharesshares | Apr. 03, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 28, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Sep. 10, 2020shares | Oct. 31, 2019 | Sep. 30, 2018$ / sharesshares | Jan. 02, 2018shares |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Accumulated deficit | $ (332,499,000) | $ (331,930,000) | $ (328,973,000) | |||||||||||||
Net loss | (569,000) | $ (1,079,000) | (2,957,000) | (9,229,000) | $ (8,131,000) | |||||||||||
Cash flows from operations | (453,000) | (1,470,000) | (3,138,000) | (8,803,000) | (6,931,000) | |||||||||||
Cash | $ 1,291,000 | $ 1,276,000 | 713,000 | |||||||||||||
Reverse split | 1-for-10 reverse stock split | 1-for-10 reverse stock split | ||||||||||||||
Net proceeds from sale of our common and preferred shares and warrants | $ 3,900,000 | |||||||||||||||
Reverse split conversion ratio | 0.1 | |||||||||||||||
Par value of common stock | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Wire inventory expensed | 190,000 | $ 190,000 | ||||||||||||||
Common stock issued | shares | 400,000 | |||||||||||||||
Preferred equity interest, value | $ 1,600,000 | |||||||||||||||
Purchase price | $ / shares | $ 4 | |||||||||||||||
Proceeds from liquidation or dissolution | $ 1,600,000 | |||||||||||||||
Gain on sale of production wire equipment | $ 510,000 | $ 510,000 | ||||||||||||||
Minimum percentage of tax benefit realized | 50.00% | 50.00% | ||||||||||||||
Operating loss carryforward term | 20 years | |||||||||||||||
Impact on basic and diluted per share | $ / shares | $ 0.03 | $ 0.12 | $ 0.42 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares authorized | shares | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Common stock shares authorised | shares | 250,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||
Number of shares issued units, shares | shares | 325,000 | 325,000 | ||||||||||||||
Number of shares issued units | $ 325,000 | $ 325,000 | ||||||||||||||
Income tax percentage | 0.00% | 0.00% | 0.00% | |||||||||||||
Allied Integral United Inc [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Accumulated deficit | $ (52,064,820) | $ (45,522,908) | $ (22,798,067) | |||||||||||||
Net loss | (6,541,912) | $ (951,959) | (22,724,842) | (18,145,483) | ||||||||||||
Cash flows from operations | $ (2,120,963) | $ (2,275,644) | $ (9,814,636) | $ (7,826,956) | ||||||||||||
Par value of common stock | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares authorized | shares | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||||
Common stock shares authorised | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 400,091 | |||||||||||
Income tax percentage | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||
Allied Integral United Inc [Member] | Minimum [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Lease term | 15 years | 15 years | ||||||||||||||
Income tax percentage | 50.00% | 50.00% | ||||||||||||||
Allied Integral United Inc [Member] | Maximum [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Lease term | 17 years | 17 years | ||||||||||||||
Allied Integral United Inc [Member] | AIU Alternative Care, Inc [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Ownership percentage | 1.00% | 1.00% | 1.00% | |||||||||||||
Percentage of non controlling interest | 99.00% | 99.00% | 99.00% | |||||||||||||
Number of shares issued units, shares | shares | 99,038 | 41,317 | ||||||||||||||
Number of shares issued units | $ 990,387 | $ 413,166 | ||||||||||||||
Allied Integral United Inc [Member] | AIU Alternative Care, Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Debt convertible percentage | 10.25% | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock, shares authorized | shares | 1,500,000 | 1,500,000 | ||||||||||||||
Preferred stock, shares designated | shares | 700,000 | 700,000 | ||||||||||||||
Common stock shares authorised | shares | 1,500,000 | 1,500,000 | ||||||||||||||
Patents And Licenses [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Impairment of intangible assets | $ 134,000 | |||||||||||||||
New Merger Agreement [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Clearday payment | 120,000 | |||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Protection Program loan amount | $ 468,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) (Allied Integral United Inc) - USD ($) | Nov. 30, 2019 | Mar. 09, 2018 | Nov. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 03, 2021 | Sep. 10, 2020 | Sep. 09, 2020 | Oct. 31, 2019 | Sep. 30, 2018 | Jan. 02, 2018 |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||
Common stock shares authorised | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 250,000,000 | |||||||||
Number of shares issued | $ 3,801,000 | $ 9,680,000 | ||||||||||||
Number of shares issued, shares | 15,810 | |||||||||||||
Number of shares issued units, shares | 325,000 | 325,000 | ||||||||||||
Number of shares issued units | $ 325,000 | $ 325,000 | ||||||||||||
Income tax percentage | 0.00% | 0.00% | 0.00% | |||||||||||
Allied Integral United Inc [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||
Common stock shares authorised | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 400,091 | |||||||||
Number of shares issued | $ 400,000 | $ 100 | ||||||||||||
Number of shares issued, shares | 10,000 | |||||||||||||
Income tax percentage | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||
Allied Integral United Inc [Member] | Minimum [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Lease term | 15 years | 15 years | ||||||||||||
Income tax percentage | 50.00% | 50.00% | ||||||||||||
Allied Integral United Inc [Member] | Maximum [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Lease term | 17 years | 17 years | ||||||||||||
Allied Integral United Inc [Member] | AIU Alternative Care, Inc [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Number of shares issued | $ 257,000 | |||||||||||||
Number of shares issued, shares | 25,700 | |||||||||||||
Ownership percentage | 1.00% | 1.00% | 1.00% | |||||||||||
Percentage of non controlling interest | 99.00% | 99.00% | 99.00% | |||||||||||
Number of shares issued units, shares | 99,038 | 41,317 | ||||||||||||
Number of shares issued units | $ 990,387 | $ 413,166 | ||||||||||||
Allied Integral United Inc [Member] | AIU Alternative Care, Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Debt convertible percentage | 10.25% | |||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | ||||||||||||
Preferred stock, shares designated | 700,000 | 700,000 | ||||||||||||
Common stock shares authorised | 1,500,000 | 1,500,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 21,000 | $ 80,000 | $ 87,000 | $ 84,000 | |
Cost of commercial product revenues [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 1,000 | 3,000 | 3,000 | 3,000 | |
Research and Development Expense [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 2,000 | 9,000 | 10,000 | 12,000 | |
Selling, General and Administrative Expenses [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 18,000 | $ 68,000 | $ 74,000 | $ 69,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Stock-Based Compensation Expense (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 21,000 | $ 80,000 | $ 87,000 | $ 84,000 | |
Cost of Commercial product revenues [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 1,000 | 3,000 | 3,000 | 3,000 | |
Research and Development Expense [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 2,000 | 9,000 | 10,000 | 12,000 | |
Selling, General and Administrative Expenses [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 18,000 | $ 68,000 | $ 74,000 | $ 69,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) (Allied Integral United Inc) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 68,911 | $ 63,895 | $ 63,895 | $ 68,911 |
Provision for Doubtful Accounts | 206,741 | (5,016) | (10,298) | |
Write-offs | (68,911) | (63,895) | (53,597) | |
Balance | $ 275,652 | $ 68,911 | $ 63,895 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) (Allied Integral United Inc) (10-K) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 68,911 | $ 63,895 | $ 63,895 | $ 68,911 |
Provision for Doubtful Accounts | 206,741 | (5,016) | (10,298) | |
Write-offs | (68,911) | (63,895) | (53,597) | |
Balance | $ 275,652 | $ 68,911 | $ 63,895 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) (Allied Integral United Inc) - Allied Integral United Inc [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Building [Member] | ||
Property plant and equipment, useful life | 39 years | 39 years |
Building Improvements [Member] | ||
Property plant and equipment, useful life | 39 years | 39 years |
Equipment [Member] | ||
Property plant and equipment, useful life | 7 years | 7 years |
Computer Equipment and Software [Member] | ||
Property plant and equipment, useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | ||
Property plant and equipment, useful life | 7 years | 7 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) (Allied Integral United Inc) (10-K) - Allied Integral United Inc [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Building [Member] | ||
Property plant and equipment, useful life | 39 years | 39 years |
Building Improvements [Member] | ||
Property plant and equipment, useful life | 39 years | 39 years |
Equipment [Member] | ||
Property plant and equipment, useful life | 7 years | 7 years |
Computer Equipment and Software [Member] | ||
Property plant and equipment, useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | ||
Property plant and equipment, useful life | 7 years | 7 years |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Revenue from Contracts with Customers (Details) (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue from contracts with customers | $ 184,000 | $ 184,000 | $ 545,000 | $ 1,556,000 | |||
Allied Integral United Inc [Member] | |||||||
Total revenue from contracts with customers | $ 3,744,061 | $ 3,387,849 | $ 12,655,527 | $ 12,499,119 | |||
Revenue percentage | 100.00% | 100.00% | 100.00% | 100.00% | |||
Allied Integral United Inc [Member] | Resident rent - over time [Member] | |||||||
Total revenue from contracts with customers | $ 3,624,139 | $ 3,266,917 | $ 12,287,423 | $ 12,201,291 | |||
Revenue percentage | 96.80% | 96.40% | 97.10% | 97.60% | |||
Allied Integral United Inc [Member] | Amenities and Conveniences - Point in Time [Member] | |||||||
Total revenue from contracts with customers | $ 119,922 | $ 120,932 | $ 368,104 | $ 297,828 | |||
Revenue percentage | 3.20% | 3.60% | 2.90% | 2.40% |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Schedule of Revenue from Contracts with Customers (Details) (Allied Integral United Inc) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue from contracts with customers | $ 184,000 | $ 184,000 | $ 545,000 | $ 1,556,000 | |||
Allied Integral United Inc [Member] | |||||||
Total revenue from contracts with customers | $ 3,744,061 | $ 3,387,849 | $ 12,655,527 | $ 12,499,119 | |||
Revenue percentage | 100.00% | 100.00% | 100.00% | 100.00% | |||
Allied Integral United Inc [Member] | Resident rent - over time [Member] | |||||||
Total revenue from contracts with customers | $ 3,624,139 | $ 3,266,917 | $ 12,287,423 | $ 12,201,291 | |||
Revenue percentage | 96.80% | 96.40% | 97.10% | 97.60% | |||
Allied Integral United Inc [Member] | Amenities and Conveniences - Point in Time [Member] | |||||||
Total revenue from contracts with customers | $ 119,922 | $ 120,932 | $ 368,104 | $ 297,828 | |||
Revenue percentage | 3.20% | 3.60% | 2.90% | 2.40% |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Schedule of Disaggregated Revenue (Details) (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue from contracts with customers | $ 184,000 | $ 184,000 | $ 545,000 | $ 1,556,000 | |||
Allied Integral United Inc [Member] | |||||||
Total revenue from contracts with customers | $ 3,744,061 | $ 3,387,849 | 12,655,527 | 12,499,119 | |||
Total revenues | 3,744,061 | 3,387,849 | 12,655,527 | 12,499,119 | |||
Allied Integral United Inc [Member] | Resident Rent [Member] | |||||||
Total revenue from contracts with customers | 3,413,311 | 2,819,894 | 11,961,108 | 11,821,407 | |||
Allied Integral United Inc [Member] | Ancillary [Member] | |||||||
Total revenue from contracts with customers | 203,328 | 491,632 | 368,104 | 297,828 | |||
Allied Integral United Inc [Member] | Assisted living [Member] | |||||||
Total revenue from contracts with customers | 119,922 | 67,814 | 279,556 | 258,105 | |||
Allied Integral United Inc [Member] | Move In fees [Member] | |||||||
Total revenue from contracts with customers | $ 7,500 | $ 8,509 | $ 46,759 | $ 121,779 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Schedule of Disaggregated Revenue (Details) (Allied Integral United Inc) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue from contracts with customers | $ 184,000 | $ 184,000 | $ 545,000 | $ 1,556,000 | |||
Allied Integral United Inc [Member] | |||||||
Total revenue from contracts with customers | $ 3,744,061 | $ 3,387,849 | 12,655,527 | 12,499,119 | |||
Total revenues | 3,744,061 | 3,387,849 | 12,655,527 | 12,499,119 | |||
Allied Integral United Inc [Member] | Resident Rent [Member] | |||||||
Total revenue from contracts with customers | 3,413,311 | 2,819,894 | 11,961,108 | 11,821,407 | |||
Allied Integral United Inc [Member] | Ancillary [Member] | |||||||
Total revenue from contracts with customers | 203,328 | 491,632 | 368,104 | 297,828 | |||
Allied Integral United Inc [Member] | Assisted living [Member] | |||||||
Total revenue from contracts with customers | 119,922 | 67,814 | 279,556 | 258,105 | |||
Allied Integral United Inc [Member] | Move In fees [Member] | |||||||
Total revenue from contracts with customers | $ 7,500 | $ 8,509 | $ 46,759 | $ 121,779 |
Real Estate, Property and Equ_3
Real Estate, Property and Equipment, Net (Details Narrative) (Allied Integral United Inc) - USD ($) | Mar. 11, 2021 | Mar. 10, 2021 | Apr. 29, 2019 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Depreciation expense | $ 0 | $ 27,000 | |||||||||||
Proceeds from debt | $ 468,000 | ||||||||||||
Allied Integral United Inc [Member] | |||||||||||||
Depreciation expense | $ 174,459 | $ 154,128 | $ 601,314 | $ 576,637 | |||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | |||||||||||||
Proceeds from debt | $ 300,000 | $ 300,000 | |||||||||||
Fees | $ 150,000 | ||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | SeaWorld Forbearance Agreement [Member] | |||||||||||||
Debt instrument extended maturity date | Jan. 1, 2021 | ||||||||||||
Debt instrument periodic payment | $ 20,000 | $ 20,000 | $ 10,000 |
Real Estate, Property and Equ_4
Real Estate, Property and Equipment, Net (Details Narrative) (Allied Integral United Inc) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation expense | $ 0 | $ 27,000 | ||||
Allied Integral United Inc [Member] | ||||||
Depreciation expense | $ 174,459 | $ 154,128 | $ 601,314 | $ 576,637 | ||
Impaiment of assets | $ 1,586,000 | $ 811,060 |
Real Estate, Property and Equ_5
Real Estate, Property and Equipment, Net - Schedule of Real Estate, Property and Equipment (Details) (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 03, 2021 | |
Total | $ 316,000 | $ 13,181,000 | ||
Less accumulated depreciation | (316,000) | (12,948,000) | ||
Property and equipment, net | 233,000 | |||
Allied Integral United Inc [Member] | ||||
Property and equipment, net | $ 9,185,545 | 8,853,284 | 9,110,860 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | ||||
Total | 12,306,970 | 11,806,863 | 11,465,679 | |
Less accumulated depreciation | (3,121,425) | (2,953,579) | (2,354,819) | |
Property and equipment, net | $ 9,185,545 | $ 8,853,284 | $ 9,110,860 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Building and Building Improvements [Member] | ||||
Property plant and equipment, useful life | 39 years | 39 years | 39 years | |
Total | $ 7,278,900 | $ 7,277,693 | $ 7,124,278 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Total | $ 3,087,681 | $ 2,588,781 | $ 2,401,012 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||||
Property plant and equipment, useful life | 3 years | 3 years | 3 years | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||||
Property plant and equipment, useful life | 7 years | 7 years | 7 years | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Land [Member] | ||||
Total | $ 1,940,389 | $ 1,940,389 | $ 1,940,389 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | ||||
Total | 7,676,105 | 12,487,871 | 28,065,596 | |
Less accumulated depreciation | (2,313,269) | (4,175,035) | (8,325,308) | |
Property and equipment, net | $ 5,362,836 | $ 8,312,836 | $ 19,740,288 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Building and Building Improvements [Member] | ||||
Property plant and equipment, useful life | 39 years | 39 years | 39 years | |
Total | $ 3,240,990 | $ 5,898,419 | $ 16,219,171 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Total | $ 1,474,948 | $ 2,099,568 | $ 3,252,996 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||||
Property plant and equipment, useful life | 5 years | 5 years | 5 years | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||||
Property plant and equipment, useful life | 7 years | 7 years | 7 years | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Land [Member] | ||||
Total | $ 2,892,195 | |||
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Other [Member] | ||||
Total | $ 67,972 | $ 200,969 | $ 342,521 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Other [Member] | Minimum [Member] | ||||
Property plant and equipment, useful life | 3 years | 3 years | ||
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Other [Member] | Maximum [Member] | ||||
Property plant and equipment, useful life | 5 years | 5 years | ||
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Land and Land Improvements [Member] | ||||
Total | $ 4,288,915 | $ 8,250,908 | ||
Less accumulated depreciation | (4,175,035) | |||
Property and equipment, net | $ 8,312,836 |
Real Estate, Property and Equ_6
Real Estate, Property and Equipment, Net - Schedule of Real Estate, Property and Equipment (Details) (Allied Integral United Inc) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 03, 2021 | |
Total | $ 316,000 | $ 13,181,000 | ||
Less accumulated depreciation | (316,000) | (12,948,000) | ||
Property and equipment, net | 233,000 | |||
Allied Integral United Inc [Member] | ||||
Property and equipment, net | $ 9,185,545 | 8,853,284 | 9,110,860 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | ||||
Total | 12,306,970 | 11,806,863 | 11,465,679 | |
Less accumulated depreciation | (3,121,425) | (2,953,579) | (2,354,819) | |
Property and equipment, net | $ 9,185,545 | $ 8,853,284 | $ 9,110,860 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Building and Building Improvements [Member] | ||||
Property plant and equipment, useful life | 39 years | 39 years | 39 years | |
Total | $ 7,278,900 | $ 7,277,693 | $ 7,124,278 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Total | $ 3,087,681 | $ 2,588,781 | $ 2,401,012 | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||||
Property plant and equipment, useful life | 3 years | 3 years | 3 years | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||||
Property plant and equipment, useful life | 7 years | 7 years | 7 years | |
Allied Integral United Inc [Member] | Memory Care Facilities and Corporate [Member] | Land [Member] | ||||
Total | $ 1,940,389 | $ 1,940,389 | $ 1,940,389 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | ||||
Total | 7,676,105 | 12,487,871 | 28,065,596 | |
Less accumulated depreciation | (2,313,269) | (4,175,035) | (8,325,308) | |
Property and equipment, net | $ 5,362,836 | $ 8,312,836 | $ 19,740,288 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Building and Building Improvements [Member] | ||||
Property plant and equipment, useful life | 39 years | 39 years | 39 years | |
Total | $ 3,240,990 | $ 5,898,419 | $ 16,219,171 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Total | $ 1,474,948 | $ 2,099,568 | $ 3,252,996 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||||
Property plant and equipment, useful life | 5 years | 5 years | 5 years | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||||
Property plant and equipment, useful life | 7 years | 7 years | 7 years | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Land [Member] | ||||
Total | $ 2,892,195 | |||
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Other [Member] | ||||
Total | $ 67,972 | $ 200,969 | $ 342,521 | |
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Other [Member] | Minimum [Member] | ||||
Property plant and equipment, useful life | 3 years | 3 years | ||
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Other [Member] | Maximum [Member] | ||||
Property plant and equipment, useful life | 5 years | 5 years | ||
Allied Integral United Inc [Member] | Non-core Businesses Classified as Assets Held for Sale [Member] | Land and Land Improvements [Member] | ||||
Total | $ 4,288,915 | $ 8,250,908 | ||
Less accumulated depreciation | (4,175,035) | |||
Property and equipment, net | $ 8,312,836 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax expense | ||||
Deferred tax expense | ||||
Net operating loss carryforwards | 2,979,000 | |||
Reduction of future taxable income | 14,200,000 | |||
Valuation allowance decrease | 1,705,000 | $ 814,000 | ||
Incurred Prior to 2019 Ownership Changes [Member] | ||||
Additional losses released from limitation | 115,000 | |||
Subsequent Ownership Changes [Member] | ||||
Net operating loss carryforwards | 12,200,000 | |||
Annual limitation on ownership changes | 115,000 | |||
Conductus [Member] | Incurred Prior to 2019 Ownership Changes [Member] | ||||
Net operating loss carryforwards | $ 285,900,000 | |||
Earliest Tax Year [Member] | ||||
Operating loss carryforwards expiration period | 2021 | |||
Latest Tax Year [Member] | ||||
Operating loss carryforwards expiration period | 2038 | |||
Federal [Member] | ||||
Net operating loss carryforwards | $ 297,900,000 | $ 15,600,000 | ||
Federal [Member] | Conductus [Member] | ||||
Net operating loss carryforwards | $ 50,800,000 |
Income Taxes (Details Narrati_2
Income Taxes (Details Narrative) (Allied Integral United Inc) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Net operating loss carryforwards | $ 2,979,000 | ||
Federal [Member] | |||
Net operating loss carryforwards | 297,900,000 | $ 15,600,000 | |
Allied Integral United Inc [Member] | Federal [Member] | |||
Net operating loss carryforwards | $ 5,952,049 | $ 5,089,744 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Provision (Details) (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax provision (benefit): | |||||
Total current tax benefit | |||||
Deferred Tax provision: | |||||
Total deferred tax provision | |||||
Allied Integral United Inc [Member] | |||||
Current tax provision (benefit): | |||||
Federal | |||||
State | |||||
Total current tax benefit | |||||
Deferred Tax provision: | |||||
Federal | |||||
State | |||||
Total deferred tax provision | |||||
Total tax provision |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Statutory Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit computed at federal statutory rate | 21.00% | 21.00% | 21.00% |
Increase (decrease) in taxes due to: Change in tax rate under tax reform | 0.00% | 0.00% | 0.00% |
Increase (decrease) in taxes due to: Change in valuation allowance | (21.00%) | (21.00%) | (21.00%) |
Income taxes rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) (Allied Integral United Inc) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Taxes at statutory U.S. federal income tax rate | 21.00% | 21.00% | 21.00% | ||
Valuation allowance | 21.00% | 21.00% | 21.00% | ||
Effective tax rate | 0.00% | 0.00% | 0.00% | ||
Allied Integral United Inc [Member] | |||||
Taxes at statutory U.S. federal income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | |
State and local income taxes, net of federal tax benefit | 6.70% | 6.70% | 6.70% | 6.70% | |
Other differences, net | 0.00% | 0.00% | 0.00% | 0.00% | |
Valuation allowance | (27.70%) | (27.70%) | (27.70%) | (27.70%) | |
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Ef_2
Income Taxes - Schedule of Effective Income Tax Rate (Details) (Allied Integral United Inc) (10K) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Taxes at statutory U.S. federal income tax rate | 21.00% | 21.00% | 21.00% | ||
Valuation allowance | 21.00% | 21.00% | 21.00% | ||
Effective tax rate | 0.00% | 0.00% | 0.00% | ||
Allied Integral United Inc [Member] | |||||
Taxes at statutory U.S. federal income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | |
State and local income taxes, net of federal tax benefit | 6.70% | 6.70% | 6.70% | 6.70% | |
Other differences, net | 0.00% | 0.00% | 0.00% | 0.00% | |
Valuation allowance | (27.70%) | (27.70%) | (27.70%) | (27.70%) | |
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Details) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Loss carryforwards | $ 2,990,000 | $ 3,662,000 |
Depreciation & Amortization | 76,000 | 684,000 |
Stock Option Compensation | 17,000 | 394,000 |
Other | 84,000 | 132,000 |
Less: valuation allowance | (3,167,000) | (4,872,000) |
Deferred tax assets (liabilities) |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (Allied Integral United Inc) (10K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Net Operating loss carry forward | $ 2,990,000 | $ 3,662,000 |
Other | 84,000 | 132,000 |
Valuation allowance | (3,167,000) | (4,872,000) |
Net deferred income tax assets | ||
Allied Integral United Inc [Member] | ||
Net Operating loss carry forward | 11,041,793 | 5,089,744 |
Depreciation and amortization | 25,081 | (1,257,406) |
Non-qualified stock compensation | 1,699,935 | |
Allowance for doubtful accounts | 676,567 | 145,188 |
Asset impairment | 2,397,114 | |
Intangible assets | 1,555,600 | 2,112,056 |
Accrued expenses | 52,992 | 171,277 |
Investments | 701,618 | 701,618 |
Unrealized losses | 1,284,000 | |
Other | 42,088 | 405,163 |
Interest limitation 163j | 2,618,046 | 2,618,046 |
Total gross deferred income tax asset | 22,095,554 | 9,985,686 |
Valuation allowance | (22,095,554) | (9,985,686) |
Net deferred income tax assets | ||
Deferred income tax liabilities: |
Indebtedness (Details Narrative
Indebtedness (Details Narrative) (Allied Integral United Inc) - USD ($) | May 28, 2021 | Apr. 29, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Mar. 11, 2021 | Mar. 10, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Oct. 12, 2020 | May 31, 2020 | Apr. 29, 2020 | Mar. 05, 2020 | Jul. 12, 2019 | Apr. 29, 2019 | Mar. 19, 2019 | Oct. 05, 2018 | Jul. 23, 2018 | May 29, 2018 | Mar. 09, 2018 | Apr. 01, 2013 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Apr. 30, 2019 | Jan. 31, 2018 | Nov. 30, 2011 | Apr. 30, 2021 | Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Jul. 31, 2019 | Nov. 30, 2018 | Sep. 30, 2018 | Nov. 06, 2017 | Dec. 23, 2015 | Apr. 01, 2015 | Apr. 01, 2012 | Nov. 01, 2011 | Mar. 12, 2010 |
Proceeds from debt | $ 468,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of qualified wages | 50.00% | 50.00% | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Employee retention tax credit per employee | $ 5,000 | $ 5,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Eligible employee retention tax credit | 1,600,000 | 1,600,000 | 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from employee retention tax credit | $ 855,852 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 15,810 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Benworth Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 4,550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 9.95% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date description | This new loan only has a one-year term as compared to the original mortgage which had a maturity date of 2041. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Long term debt, current | $ 4,905,648 | $ 1,623,375 | $ 4,905,648 | $ 1,623,375 | 4,905,648 | $ 1,623,375 | 1,441,862 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 78,781 | $ 90,775 | 472,954 | 818,807 | |||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued operations, interest expense | $ 23,825 | $ 312,346 | $ 696,431 | $ 1,825,796 | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued during the period | $ 400,000 | $ 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Benworth Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 4,550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 9.95% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 1,456,448 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Naples Mortgage [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,400,000 | $ 3,400,000 | $ 3,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 3.99% | 3.99% | 3.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 2,739,195 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument closing cost | $ 354,357 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Naples Mortgage [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | MCA Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 300,000 | $ 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic principal payment amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | A&R MCA Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 8.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic principal payment amount | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 47,812 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | New Braunfels Business Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 6.25% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 7.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | First Amended and Restated Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 238,578 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | Second Amended and Restated Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 218,578 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 1, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Four PPP Loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date description | Mature in May 2022. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 1,490,706 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrumen carrying amount | $ 2,855,668 | $ 2,855,668 | 2,855,668 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,364,962 | $ 1,600,000 | $ 1,364,962 | $ 1,364,962 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | Discontinued Operations [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 349,500 | 255,300 | 349,500 | 255,300 | 349,500 | 255,300 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | 604,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | First National Bank of Texas [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 1.00% | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date description | Maturity date of April 2026. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 331,816 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 349,500 | $ 1,382,458 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Five C's, LLC Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 650,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 9.85% | 9.85% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Five C's, LLC Loan [Member] | Series A Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,521 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6.75% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued during the period | $ 325,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Five C's, LLC Loan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 9.85% | 9.85% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | 8800 Village Drive Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 11.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 26, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 803,063 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fees amount | 196,937 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | 8800 Village Drive Loan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 11.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 26, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 803,063 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fees amount | $ 196,937 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,395,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Aug. 1, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 300,000 | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fees amount | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument shortfall amount | $ 216,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of taxes | 82,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Property taxes payable | 20,000 | 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 10.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument finance costs | $ 308,829 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 8.175% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | SeaWorld Forbearance Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 20,000 | $ 20,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument extended maturity date | Jan. 1, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Buda Hotel Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 4,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 10,000 | 10,000 | 20,000 | $ 31,486 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 25, 2037 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 2.75% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Buda Hotel Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,000 | $ 10,000 | $ 10,000 | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Buda Tax Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 466,713 | $ 373,369 | $ 98,070 | $ 466,713 | $ 373,369 | $ 274,940 | $ 466,713 | $ 373,369 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 2, 2028 | May 31, 2031 | May 31, 2031 | Mar. 5, 2030 | |||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 314,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 1, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Prime Rate Plus [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 3.25% | 3.25% | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Amended Artesia Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 300,000 | $ 266,048 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 12, 2022 | Mar. 1, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Tamir Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 475,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Leander Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 12.75% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 5, 2022 | Apr. 5, 2022 | Apr. 5, 2021 | Oct. 5, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument extended maturity date | Oct. 5, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Related Party Notes Payable [Member] | Cibolo Creek Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2025 | Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Mortgage Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Long term debt, current | $ 1,623,375 | $ 4,107,599 | $ 1,623,375 | $ 4,107,599 | $ 1,623,375 | $ 4,107,599 | $ 3,166,978 | ||||||||||||||||||||||||||||||||||||||||||||||
Discontinued operations, long term debt, current | $ 1,758,223 | $ 4,107,599 | $ 1,758,223 | $ 4,107,599 | $ 1,758,223 | $ 4,107,599 |
Indebtedness (Details Narrati_2
Indebtedness (Details Narrative) (Allied Integral United Inc) (10K) - USD ($) | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Mar. 11, 2021 | Mar. 10, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Oct. 12, 2020 | Mar. 05, 2020 | Nov. 06, 2019 | Jul. 12, 2019 | Jun. 17, 2019 | Apr. 29, 2019 | Mar. 19, 2019 | Mar. 12, 2019 | Dec. 04, 2018 | Oct. 05, 2018 | Sep. 12, 2018 | Jul. 23, 2018 | May 29, 2018 | Apr. 12, 2018 | Mar. 09, 2018 | Apr. 11, 2014 | Apr. 01, 2013 | Apr. 30, 2012 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Apr. 30, 2019 | Jan. 31, 2018 | Nov. 30, 2011 | Apr. 30, 2021 | Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | May 31, 2020 | Jul. 31, 2019 | Nov. 30, 2018 | Sep. 30, 2018 | Nov. 06, 2017 | Dec. 23, 2015 | Apr. 01, 2015 | Apr. 01, 2012 | Nov. 01, 2011 | Mar. 12, 2010 |
Proceeds from debt | $ 468,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 15,810 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long term debt, current | $ 4,905,648 | $ 1,623,375 | $ 4,905,648 | $ 1,623,375 | $ 4,905,648 | $ 1,623,375 | 1,441,862 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 78,781 | $ 90,775 | 472,954 | 818,807 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued operations, interest expense | $ 23,825 | $ 312,346 | $ 696,431 | $ 1,825,796 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued during the period | $ 400,000 | $ 100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Naples Mortgage [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,400,000 | $ 3,400,000 | $ 3,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 2.00% | 2.00% | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 3.99% | 3.99% | 3.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Naples Mortgage [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | MCA Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 300,000 | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic principal payment amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | A&R MCA Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 8.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic principal payment amount | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 47,812 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | New Braunfels Business Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 6.25% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 7.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | First Amended and Restated Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 238,578 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | Second Amended and Restated Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 218,578 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 1, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | KOBO Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 650,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 11, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument extended maturity date | Apr. 1, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate terms | The note had a fixed interest rate of $1,000 per day through June 11, 2018 and $1,500 per day after this date through September 17, 2019. The note was collateralized by a lien on real property owned by Flash Partners, LLC, known as Cadillac Plaza. Following this date, the interest rate ranged from 20% to 40% through the date of final settlement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,364,962 | $ 1,364,962 | $ 1,364,962 | $ 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | Discontinued Operations [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 349,500 | 255,300 | $ 349,500 | 255,300 | $ 349,500 | 255,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | 604,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 349,500 | $ 1,382,458 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Five C's, LLC Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 650,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 9.85% | 9.85% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Five C's, LLC Loan [Member] | Series A Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,521 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6.75% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued during the period | $ 325,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Five C's, LLC Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 9.85% | 9.85% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | 8800 Village Drive Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 11.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 26, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 803,063 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fees amount | 196,937 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | 8800 Village Drive Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 11.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 26, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 803,063 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fees amount | $ 196,937 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Airport Hotel Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 2,054,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Aug. 1, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 10.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument finance costs | $ 189,152 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Airport Hotel Note [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 8.175% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,395,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Aug. 1, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fees amount | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 10.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument finance costs | $ 308,829 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 8.175% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | SeaWorld Forbearance Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 20,000 | $ 20,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument extended maturity date | Jan. 1, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Buda Hotel Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 4,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,000 | $ 10,000 | 20,000 | $ 31,486 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 25, 2037 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 2.75% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Buda Hotel Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,000 | $ 10,000 | $ 10,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Buda Tax Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 466,713 | $ 373,369 | $ 98,070 | $ 466,713 | $ 373,369 | $ 274,940 | $ 466,713 | $ 373,369 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | 8.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 2, 2028 | May 31, 2031 | May 31, 2031 | Mar. 5, 2030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Pender Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 10,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic principal payment amount | $ 4,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Aug. 1, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument finance costs | $ 256,695 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 645,243 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Hotel First Lien Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 9,250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 6.40% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | May 6, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Hotel Second Lien Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 950,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | May 6, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Castle Hills Note - FNBT [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 8,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 4.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 53,775 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Nov. 6, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Castle Hills Notes - Frost [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 365,000 | $ 6,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 30, 2021 | Apr. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 1.75% | 0.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 314,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 1, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 6.00% | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Prime Rate Plus [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 3.25% | 3.25% | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Prime Rate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 1.00% | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Amended Artesia Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 300,000 | $ 266,048 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 12, 2022 | Mar. 1, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Tamir Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 475,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate percentage | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Leander Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 12.75% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 5, 2022 | Apr. 5, 2022 | Apr. 5, 2021 | Oct. 5, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument extended maturity date | Oct. 5, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Venture Crossing Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 2,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 4, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument finance costs | $ 249,652 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Cadillac Center Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 5,100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 12, 2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument finance costs | $ 622,746 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Cadillac Center Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 5.00% | 5.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Cadillac Center Note [Member] | Prime Rate Plus [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 0.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Cadillac Center Note [Member] | U.S. Treasury Securities Plus [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument variable interest rate | 2.45% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Related Party Notes Payable [Member] | Cibolo Creek Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2025 | Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allied Integral United Inc [Member] | Mortgage Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long term debt, current | $ 1,623,375 | $ 4,107,599 | $ 1,623,375 | $ 4,107,599 | $ 1,623,375 | $ 4,107,599 | $ 3,166,978 |
Indebtedness - Summary of Inter
Indebtedness - Summary of Interest and Future Maturities (Details) (Allied Integral United Inc) - USD ($) | Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total obligations | $ 468,000 | |||
Allied Integral United Inc [Member] | ||||
2021 | $ 6,888,078 | |||
2022 | 748,956 | 5,730,974 | ||
2023 | 985,122 | 824,085 | ||
2024 | 408,209 | 1,154,513 | ||
2025 | 331,004 | 289,929 | ||
Thereafter | 6,045,328 | |||
Total obligations | 15,406,696 | 15,663,406 | ||
Allied Integral United Inc [Member] | Continuing Operations [Member] | ||||
2021 | 5,129,855 | |||
2022 | 564,590 | 4,107,599 | ||
2023 | 485,937 | 167,286 | ||
2024 | 193,449 | 480,505 | ||
2025 | 99,485 | 194,329 | ||
Thereafter | 2,314,231 | |||
Total obligations | 8,787,547 | 9,207,830 | ||
Allied Integral United Inc [Member] | Discontinued Operations [Member] | ||||
2021 | 1,758,223 | |||
2022 | 184,366 | 1,623,375 | ||
2023 | 499,185 | 656,800 | ||
2024 | 214,760 | 674,008 | ||
2025 | 231,519 | 95,600 | ||
Thereafter | 3,731,097 | |||
Total obligations | $ 6,619,149 | $ 6,455,576 |
Indebtedness - Summary of Int_2
Indebtedness - Summary of Interest and Future Maturities (Details) (Allied Integral United Inc) (10K) - USD ($) | Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total obligations | $ 468,000 | |||
Allied Integral United Inc [Member] | ||||
2021 | $ 748,956 | 5,730,974 | ||
2022 | 985,122 | 824,085 | ||
2023 | 408,209 | 1,154,513 | ||
2024 | 331,004 | 289,929 | ||
2025 | 308,651 | |||
Thereafter | 7,355,255 | |||
Total obligations | 15,406,696 | 15,663,406 | ||
Allied Integral United Inc [Member] | Discontinued Operations [Member] | ||||
2021 | 184,366 | 1,623,375 | ||
2022 | 499,185 | 656,800 | ||
2023 | 214,760 | 674,008 | ||
2024 | 231,519 | 95,600 | ||
2025 | 99,638 | |||
Thereafter | 3,306,156 | |||
Total obligations | 6,619,149 | 6,455,576 | ||
Allied Integral United Inc [Member] | Continuing Operations [Member] | ||||
2021 | 564,590 | 4,107,599 | ||
2022 | 485,937 | 167,286 | ||
2023 | 193,449 | 480,505 | ||
2024 | 99,485 | 194,329 | ||
2025 | 209,013 | |||
Thereafter | 4,049,099 | |||
Total obligations | $ 8,787,547 | $ 9,207,830 |
Indebtedness - Summary of Matur
Indebtedness - Summary of Maturity of Long-term Debt and Notes Payable (Details) (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Apr. 03, 2021 | Mar. 10, 2021 | May 31, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | Oct. 05, 2018 | May 29, 2018 | Dec. 23, 2015 | Apr. 01, 2012 | Mar. 12, 2010 | ||||
Debt net | $ 468,000 | ||||||||||||||
Allied Integral United Inc [Member] | |||||||||||||||
Less: current maturities | $ 4,905,648 | 1,623,375 | 1,441,862 | ||||||||||||
Debt net | 15,406,696 | 15,663,406 | |||||||||||||
Allied Integral United Inc [Member] | Continuing Operations [Member] | |||||||||||||||
Debt net | 8,787,547 | 9,207,830 | |||||||||||||
Allied Integral United Inc [Member] | Continuing Operations [Member] | Notes Payable [Member] | |||||||||||||||
Notional amount of debt | 611,208 | 500,000 | 527,285 | ||||||||||||
Guarantee Fees | 283,023 | 139,883 | 105,016 | ||||||||||||
Debt net | 894,231 | 639,883 | 632,301 | ||||||||||||
Allied Integral United Inc [Member] | Discontinued Operations [Member] | |||||||||||||||
Debt net | 6,619,149 | 6,455,576 | |||||||||||||
Allied Integral United Inc [Member] | Discontinued Operations [Member] | Notes Payable [Member] | |||||||||||||||
Notional amount of debt | 530,596 | 641,804 | 1,183,003 | ||||||||||||
Guarantee Fees | 143,141 | 143,141 | |||||||||||||
Debt net | 530,596 | 785,044 | 1,326,144 | ||||||||||||
Allied Integral United Inc [Member] | Hotel Room and Other [Member] | |||||||||||||||
Notional amount of debt | 5,383,938 | 7,968,435 | 9,682,032 | ||||||||||||
Less: deferred loan costs, net | 1,045,624 | 3,395,000 | 2,185,498 | ||||||||||||
Less: current maturities | 4,338,314 | 4,573,436 | 7,496,534 | ||||||||||||
Allied Integral United Inc [Member] | Real Estate [Member] | |||||||||||||||
Notional amount of debt | 1,235,211 | 1,260,923 | 9,726,975 | ||||||||||||
Less: deferred loan costs, net | 4,952 | ||||||||||||||
Less: current maturities | 712,599 | 712,599 | 981,480 | ||||||||||||
Debt net | $ 499,857 | $ 525,569 | 8,740,543 | ||||||||||||
Allied Integral United Inc [Member] | Naples Mortgage [Member] | |||||||||||||||
Debt instrument, interest rate percentage | 3.99% | ||||||||||||||
Allied Integral United Inc [Member] | New Braunfels Business Loan [Member] | |||||||||||||||
Debt instrument, interest rate percentage | 6.25% | ||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | |||||||||||||||
Debt instrument, interest rate percentage | 7.00% | ||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | |||||||||||||||
Debt instrument, interest rate percentage | 1.00% | ||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | Hotel Room and Other [Member] | |||||||||||||||
Maturity date | 2022-05 | 2022-05 | |||||||||||||
Debt instrument, interest rate percentage | 1.00% | 1.00% | |||||||||||||
Notional amount of debt | $ 604,800 | $ 255,300 | |||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | |||||||||||||||
Guarantee Fees | $ 150,000 | ||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | Hotel Room and Other [Member] | |||||||||||||||
Maturity date | 2021-01 | [1] | 2021-01 | [2] | |||||||||||
Interest rate terms | Variable | [1] | Variable | [2] | |||||||||||
Notional amount of debt | $ 299,000 | [1] | $ 3,395,000 | [1] | 3,395,000 | [2] | |||||||||
Allied Integral United Inc [Member] | Buda Hotel Note [Member] | Hotel Room and Other [Member] | |||||||||||||||
Maturity date | 2037-01 | [2] | 2037-01 | [3] | |||||||||||
Interest rate terms | Variable | [2] | Variable | [3] | |||||||||||
Notional amount of debt | $ 4,013,425 | [2] | $ 4,046,770 | [2] | 4,145,297 | [3] | |||||||||
Allied Integral United Inc [Member] | Buda Tax Loan [Member] | |||||||||||||||
Debt instrument, interest rate percentage | 8.99% | 8.99% | 8.99% | 8.99% | |||||||||||
Allied Integral United Inc [Member] | Buda Tax Loan [Member] | Hotel Room and Other [Member] | |||||||||||||||
Maturity date | 2028-06 | 2028-06 | |||||||||||||
Debt instrument, interest rate percentage | 8.99% | 8.99% | |||||||||||||
Notional amount of debt | $ 466,713 | $ 271,365 | 87,735 | ||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Real Estate [Member] | |||||||||||||||
Maturity date | 2033-06 | [2] | 2033-06 | [4] | |||||||||||
Interest rate terms | Variable | [2] | Variable | [4] | |||||||||||
Notional amount of debt | $ 235,211 | [2] | $ 238,168 | [2] | 250,360 | [4] | |||||||||
Allied Integral United Inc [Member] | Tamir Note [Member] | |||||||||||||||
Debt instrument, interest rate percentage | 12.00% | ||||||||||||||
Allied Integral United Inc [Member] | Tamir Note [Member] | Real Estate [Member] | |||||||||||||||
Maturity date | 2022-03 | 2022-03 | |||||||||||||
Debt instrument, interest rate percentage | 12.00% | 12.00% | |||||||||||||
Notional amount of debt | $ 300,000 | $ 300,000 | 300,000 | ||||||||||||
Allied Integral United Inc [Member] | Leander Note [Member] | |||||||||||||||
Debt instrument, interest rate percentage | 12.75% | ||||||||||||||
Allied Integral United Inc [Member] | Leander Note [Member] | Real Estate [Member] | |||||||||||||||
Maturity date | 2022-04 | 2021-04 | |||||||||||||
Debt instrument, interest rate percentage | 12.75% | 12.75% | |||||||||||||
Notional amount of debt | $ 700,000 | $ 722,755 | 700,000 | ||||||||||||
Allied Integral United Inc [Member] | Cibolo Creek Partner's Note [Member] | Continuing Operations [Member] | |||||||||||||||
Maturity date | 2025-12 | 2025-12 | |||||||||||||
Debt instrument, interest rate percentage | 0.09% | 0.09% | |||||||||||||
Notional amount of debt | $ 111,208 | 500,000 | |||||||||||||
Allied Integral United Inc [Member] | Cibolo Creek Partner's Note [Member] | Discontinued Operations [Member] | |||||||||||||||
Maturity date | 2025-12 | 2025-12 | |||||||||||||
Debt instrument, interest rate percentage | 0.09% | 0.09% | |||||||||||||
Notional amount of debt | $ 530,596 | $ 641,804 | 683,003 | ||||||||||||
Allied Integral United Inc [Member] | Round Rock Development Partners Note [Member] | Continuing Operations [Member] | |||||||||||||||
Maturity date | 2025-12 | 2025-12 | |||||||||||||
Debt instrument, interest rate percentage | 0.09% | 0.09% | |||||||||||||
Notional amount of debt | $ 500,000 | $ 500,000 | 500,000 | ||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | |||||||||||||||
Notional amount of debt | 8,787,547 | 6,455,576 | 6,092,731 | ||||||||||||
Less: deferred loan costs, net | 21,528 | 22,560 | |||||||||||||
Less: current maturities | 5,129,855 | 1,623,375 | 1,441,862 | ||||||||||||
Debt net | $ 3,657,692 | 4,832,201 | 4,628,309 | ||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | Equity Secure Fund I, LLC [Member] | |||||||||||||||
Maturity date | 2022-03 | ||||||||||||||
Debt instrument, interest rate percentage | 11.50% | ||||||||||||||
Notional amount of debt | $ 1,000,000 | ||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | Naples Mortgage [Member] | |||||||||||||||
Maturity date | 2041-12 | 2041-12 | |||||||||||||
Debt instrument, interest rate percentage | 3.99% | 3.99% | |||||||||||||
Notional amount of debt | $ 2,710,207 | $ 2,731,100 | 2,812,596 | ||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | MCA Loan [Member] | |||||||||||||||
Maturity date | 2024-01 | 2024-01 | |||||||||||||
Debt instrument, interest rate percentage | 8.50% | 8.50% | |||||||||||||
Notional amount of debt | $ 1,505,005 | $ 1,610,577 | 1,943,417 | ||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | New Braunfels Business Loan [Member] | |||||||||||||||
Maturity date | 2022-03 | 2022-03 | |||||||||||||
Debt instrument, interest rate percentage | 6.25% | 6.25% | |||||||||||||
Notional amount of debt | $ 153,088 | $ 185,359 | 273,140 | ||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | Gearhart Loan [Member] | |||||||||||||||
Maturity date | 2021-04 | 2021-04 | |||||||||||||
Debt instrument, interest rate percentage | 7.00% | 7.00% | |||||||||||||
Notional amount of debt | $ 238,578 | $ 238,578 | 238,578 | ||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | Cerniglia Note [Member] | |||||||||||||||
Maturity date | 2021-12 | 2021-12 | |||||||||||||
Debt instrument, interest rate percentage | 9.85% | 9.85% | |||||||||||||
Notional amount of debt | $ 325,000 | $ 325,000 | 325,000 | ||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | PPP Loan [Member] | |||||||||||||||
Maturity date | 2022-05 | 2022-05 | |||||||||||||
Debt instrument, interest rate percentage | 1.00% | 1.00% | |||||||||||||
Notional amount of debt | $ 2,855,669 | $ 1,364,962 | |||||||||||||
[1] | Interest equal to $1,000 per day for 60 days, $1,500 per day through September 17, 2019 and interest rates between 20% and 40%; refer to detail below, as in default above | ||||||||||||||
[2] | Interest rate equal to greater of 10.5% or 30-day LIBOR plus 8.175% | ||||||||||||||
[3] | Interest rate equal to Wall Street Journal Prime plus 2.75% | ||||||||||||||
[4] | Interest rate equal to greater of 6.0% or Prime plus 1.0% |
Indebtedness - Summary of Mat_2
Indebtedness - Summary of Maturity of Long-term Debt and Notes Payable (Details) (Allied Integral United Inc) (Parenthetical) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Airport Hotel Note [Member] | Hotel Room and Other [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Basis spread on variable rate | 8.175% | 8.175% |
Airport Hotel Note [Member] | Minimum [Member] | Hotel Room and Other [Member] | ||
Effective interest rate | 10.50% | 10.50% |
SeaWorld Hotel Note [Member] | Hotel Room and Other [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Basis spread on variable rate | 8.175% | 8.175% |
SeaWorld Hotel Note [Member] | Hotel Room and Other [Member] | Prime Rate [Member] | ||
Basis spread on variable rate | 2.75% | 2.75% |
SeaWorld Hotel Note [Member] | Minimum [Member] | Hotel Room and Other [Member] | ||
Effective interest rate | 10.50% | 10.50% |
Artesia Note [Member] | Real Estate [Member] | Prime Rate [Member] | ||
Basis spread on variable rate | 1.00% | 1.00% |
Artesia Note [Member] | Minimum [Member] | Real Estate [Member] | ||
Effective interest rate | 6.00% | 6.00% |
Memory Care Facilities [Member] | KOBO Note [Member] | Minimum [Member] | ||
Interest rate | 20.00% | 20.00% |
Memory Care Facilities [Member] | KOBO Note [Member] | Maximum [Member] | ||
Interest rate | 40.00% | 40.00% |
Memory Care Facilities [Member] | KOBO Note [Member] | Through September 17, 2019 [Member] | ||
Payment of interest per day | $ 1,000 | $ 1,000 |
Memory Care Facilities [Member] | KOBO Note [Member] | 60 Days [Member] | ||
Payment of interest per day | $ 1,500 | $ 1,500 |
Indebtedness - Summary of Mat_3
Indebtedness - Summary of Maturity of Long-term Debt and Notes Payable (Details) (Allied Integral United Inc) (10K) - USD ($) | Apr. 12, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 03, 2021 | Mar. 10, 2021 | May 31, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | Nov. 06, 2019 | Oct. 05, 2018 | May 29, 2018 | Dec. 23, 2015 | Apr. 01, 2012 | Mar. 12, 2010 | ||||
Debt net | $ 468,000 | |||||||||||||||||
Allied Integral United Inc [Member] | ||||||||||||||||||
Less: current maturities | $ 4,905,648 | 1,623,375 | 1,441,862 | |||||||||||||||
Debt net | 15,406,696 | 15,663,406 | ||||||||||||||||
Allied Integral United Inc [Member] | Continuing Operations [Member] | ||||||||||||||||||
Debt net | 8,787,547 | 9,207,830 | ||||||||||||||||
Allied Integral United Inc [Member] | Continuing Operations [Member] | Notes Payable [Member] | ||||||||||||||||||
Notional amount of debt | 611,208 | 500,000 | 527,285 | |||||||||||||||
Guarantee Fees | 283,023 | 139,883 | 105,016 | |||||||||||||||
Debt net | 894,231 | 639,883 | 632,301 | |||||||||||||||
Allied Integral United Inc [Member] | Discontinued Operations [Member] | ||||||||||||||||||
Debt net | 6,619,149 | 6,455,576 | ||||||||||||||||
Allied Integral United Inc [Member] | Discontinued Operations [Member] | Notes Payable [Member] | ||||||||||||||||||
Notional amount of debt | 530,596 | 641,804 | 1,183,003 | |||||||||||||||
Guarantee Fees | 143,141 | 143,141 | ||||||||||||||||
Debt net | 530,596 | 785,044 | 1,326,144 | |||||||||||||||
Allied Integral United Inc [Member] | Hotel [Member] | ||||||||||||||||||
Notional amount of debt | 5,383,938 | 7,968,435 | 9,682,032 | |||||||||||||||
Less: deferred loan costs, net | 1,045,624 | 3,395,000 | 2,185,498 | |||||||||||||||
Less: current maturities | 4,338,314 | 4,573,436 | 7,496,534 | |||||||||||||||
Allied Integral United Inc [Member] | Real Estate [Member] | ||||||||||||||||||
Notional amount of debt | 1,235,211 | 1,260,923 | 9,726,975 | |||||||||||||||
Less: deferred loan costs, net | 4,952 | |||||||||||||||||
Less: current maturities | 712,599 | 712,599 | 981,480 | |||||||||||||||
Debt net | $ 499,857 | $ 525,569 | 8,740,543 | |||||||||||||||
Allied Integral United Inc [Member] | Naples Mortgage [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 3.99% | |||||||||||||||||
Allied Integral United Inc [Member] | New Braunfels Business Loan [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 6.25% | |||||||||||||||||
Allied Integral United Inc [Member] | Gearhart Loan [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 7.00% | |||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 1.00% | |||||||||||||||||
Allied Integral United Inc [Member] | PPP Loan [Member] | Hotel [Member] | ||||||||||||||||||
Maturity date | 2022-05 | 2022-05 | ||||||||||||||||
Debt instrument, interest rate percentage | 1.00% | 1.00% | ||||||||||||||||
Notional amount of debt | $ 604,800 | $ 255,300 | ||||||||||||||||
Allied Integral United Inc [Member] | KOBO Note [Member] | ||||||||||||||||||
Interest rate terms | The note had a fixed interest rate of $1,000 per day through June 11, 2018 and $1,500 per day after this date through September 17, 2019. The note was collateralized by a lien on real property owned by Flash Partners, LLC, known as Cadillac Plaza. Following this date, the interest rate ranged from 20% to 40% through the date of final settlement. | |||||||||||||||||
Allied Integral United Inc [Member] | Airport Hotel Note [Member] | Hotel [Member] | ||||||||||||||||||
Maturity date | [1] | 2020-08 | ||||||||||||||||
Interest rate terms | [1] | Variable | ||||||||||||||||
Notional amount of debt | [1] | 2,054,000 | ||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | ||||||||||||||||||
Guarantee Fees | $ 150,000 | |||||||||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | Hotel [Member] | ||||||||||||||||||
Maturity date | 2021-01 | [2] | 2021-01 | [1] | ||||||||||||||
Interest rate terms | Variable | [2] | Variable | [1] | ||||||||||||||
Notional amount of debt | $ 299,000 | [2] | $ 3,395,000 | [2] | 3,395,000 | [1] | ||||||||||||
Allied Integral United Inc [Member] | Buda Hotel Note [Member] | Hotel [Member] | ||||||||||||||||||
Maturity date | 2037-01 | [1] | 2037-01 | [3] | ||||||||||||||
Interest rate terms | Variable | [1] | Variable | [3] | ||||||||||||||
Notional amount of debt | $ 4,013,425 | [1] | $ 4,046,770 | [1] | 4,145,297 | [3] | ||||||||||||
Allied Integral United Inc [Member] | Buda Tax Loan [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 8.99% | 8.99% | 8.99% | 8.99% | ||||||||||||||
Allied Integral United Inc [Member] | Buda Tax Loan [Member] | Hotel [Member] | ||||||||||||||||||
Maturity date | 2028-06 | 2028-06 | ||||||||||||||||
Debt instrument, interest rate percentage | 8.99% | 8.99% | ||||||||||||||||
Notional amount of debt | $ 466,713 | $ 271,365 | 87,735 | |||||||||||||||
Allied Integral United Inc [Member] | Castle Hills Note - FNBT [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 4.50% | |||||||||||||||||
Allied Integral United Inc [Member] | Castle Hills Note - FNBT [Member] | Real Estate [Member] | ||||||||||||||||||
Maturity date | 2022-11 | |||||||||||||||||
Debt instrument, interest rate percentage | 4.50% | |||||||||||||||||
Notional amount of debt | 8,476,615 | |||||||||||||||||
Allied Integral United Inc [Member] | Artesia Note [Member] | Real Estate [Member] | ||||||||||||||||||
Maturity date | 2033-06 | [1] | 2033-06 | [4] | ||||||||||||||
Interest rate terms | Variable | [1] | Variable | [4] | ||||||||||||||
Notional amount of debt | $ 235,211 | [1] | $ 238,168 | [1] | 250,360 | [4] | ||||||||||||
Allied Integral United Inc [Member] | Tamir Note [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 12.00% | |||||||||||||||||
Allied Integral United Inc [Member] | Tamir Note [Member] | Real Estate [Member] | ||||||||||||||||||
Maturity date | 2022-03 | 2022-03 | ||||||||||||||||
Debt instrument, interest rate percentage | 12.00% | 12.00% | ||||||||||||||||
Notional amount of debt | $ 300,000 | $ 300,000 | 300,000 | |||||||||||||||
Allied Integral United Inc [Member] | Leander Note [Member] | ||||||||||||||||||
Debt instrument, interest rate percentage | 12.75% | |||||||||||||||||
Allied Integral United Inc [Member] | Leander Note [Member] | Real Estate [Member] | ||||||||||||||||||
Maturity date | 2022-04 | 2021-04 | ||||||||||||||||
Debt instrument, interest rate percentage | 12.75% | 12.75% | ||||||||||||||||
Notional amount of debt | $ 700,000 | $ 722,755 | 700,000 | |||||||||||||||
Allied Integral United Inc [Member] | Cibolo Creek Partner's Note [Member] | Continuing Operations [Member] | ||||||||||||||||||
Maturity date | 2025-12 | 2025-12 | ||||||||||||||||
Debt instrument, interest rate percentage | 0.09% | 0.09% | ||||||||||||||||
Notional amount of debt | $ 111,208 | 500,000 | ||||||||||||||||
Allied Integral United Inc [Member] | Cibolo Creek Partner's Note [Member] | Discontinued Operations [Member] | ||||||||||||||||||
Maturity date | 2025-12 | 2025-12 | ||||||||||||||||
Debt instrument, interest rate percentage | 0.09% | 0.09% | ||||||||||||||||
Notional amount of debt | $ 530,596 | $ 641,804 | 683,003 | |||||||||||||||
Allied Integral United Inc [Member] | Round Rock Development Partners Note [Member] | Continuing Operations [Member] | ||||||||||||||||||
Maturity date | 2025-12 | 2025-12 | ||||||||||||||||
Debt instrument, interest rate percentage | 0.09% | 0.09% | ||||||||||||||||
Notional amount of debt | $ 500,000 | $ 500,000 | 500,000 | |||||||||||||||
Allied Integral United Inc [Member] | Jim Walesa Note [Member] | Discontinued Operations [Member] | ||||||||||||||||||
Maturity date | 2025-12 | |||||||||||||||||
Debt instrument, interest rate percentage | 0.00% | |||||||||||||||||
Notional amount of debt | 500,000 | |||||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | ||||||||||||||||||
Notional amount of debt | 8,787,547 | 6,455,576 | 6,092,731 | |||||||||||||||
Less: deferred loan costs, net | 21,528 | 22,560 | ||||||||||||||||
Less: current maturities | 5,129,855 | 1,623,375 | 1,441,862 | |||||||||||||||
Debt net | $ 3,657,692 | $ 4,832,201 | 4,628,309 | |||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | Naples Mortgage [Member] | ||||||||||||||||||
Maturity date | 2041-12 | 2041-12 | ||||||||||||||||
Debt instrument, interest rate percentage | 3.99% | 3.99% | ||||||||||||||||
Notional amount of debt | $ 2,710,207 | $ 2,731,100 | 2,812,596 | |||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | MCA Loan [Member] | ||||||||||||||||||
Maturity date | 2024-01 | 2024-01 | ||||||||||||||||
Debt instrument, interest rate percentage | 8.50% | 8.50% | ||||||||||||||||
Notional amount of debt | $ 1,505,005 | $ 1,610,577 | 1,943,417 | |||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | New Braunfels Business Loan [Member] | ||||||||||||||||||
Maturity date | 2022-03 | 2022-03 | ||||||||||||||||
Debt instrument, interest rate percentage | 6.25% | 6.25% | ||||||||||||||||
Notional amount of debt | $ 153,088 | $ 185,359 | 273,140 | |||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | Gearhart Loan [Member] | ||||||||||||||||||
Maturity date | 2021-04 | 2021-04 | ||||||||||||||||
Debt instrument, interest rate percentage | 7.00% | 7.00% | ||||||||||||||||
Notional amount of debt | $ 238,578 | $ 238,578 | 238,578 | |||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | Cerniglia Note [Member] | ||||||||||||||||||
Maturity date | 2021-12 | 2021-12 | ||||||||||||||||
Debt instrument, interest rate percentage | 9.85% | 9.85% | ||||||||||||||||
Notional amount of debt | $ 325,000 | $ 325,000 | 325,000 | |||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | PPP Loan [Member] | ||||||||||||||||||
Maturity date | 2022-05 | 2022-05 | ||||||||||||||||
Debt instrument, interest rate percentage | 1.00% | 1.00% | ||||||||||||||||
Notional amount of debt | $ 2,855,669 | $ 1,364,962 | ||||||||||||||||
Allied Integral United Inc [Member] | Memory Care Facilities [Member] | KOBO Note [Member] | ||||||||||||||||||
Maturity date | [5] | 2020-04 | ||||||||||||||||
Interest rate terms | [5] | Variable | ||||||||||||||||
Notional amount of debt | [5] | $ 500,000 | ||||||||||||||||
[1] | Interest rate equal to greater of 10.5% or 30-day LIBOR plus 8.175% | |||||||||||||||||
[2] | Interest equal to $1,000 per day for 60 days, $1,500 per day through September 17, 2019 and interest rates between 20% and 40%; refer to detail below, as in default above | |||||||||||||||||
[3] | Interest rate equal to Wall Street Journal Prime plus 2.75% | |||||||||||||||||
[4] | Interest rate equal to greater of 6.0% or Prime plus 1.0% | |||||||||||||||||
[5] | Interest equal to $1,000 per day for 60 days, $1,500 per day through September 17, 2019 and interest rates between 20% and 40% thereafter |
Indebtedness - Summary of Mat_4
Indebtedness - Summary of Maturity of Long-term Debt and Notes Payable (Details) (Allied Integral United Inc) (10K) (Parenthetical) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Airport Hotel Note [Member] | Hotel [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Basis spread on variable rate | 8.175% | 8.175% |
Airport Hotel Note [Member] | Minimum [Member] | Hotel [Member] | ||
Effective interest rate | 10.50% | 10.50% |
SeaWorld Hotel Note [Member] | Hotel [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Basis spread on variable rate | 8.175% | 8.175% |
SeaWorld Hotel Note [Member] | Hotel [Member] | Prime Rate [Member] | ||
Basis spread on variable rate | 2.75% | 2.75% |
SeaWorld Hotel Note [Member] | Minimum [Member] | Hotel [Member] | ||
Effective interest rate | 10.50% | 10.50% |
Artesia Note [Member] | Real Estate [Member] | Prime Rate [Member] | ||
Basis spread on variable rate | 1.00% | 1.00% |
Artesia Note [Member] | Minimum [Member] | Real Estate [Member] | ||
Effective interest rate | 6.00% | 6.00% |
Memory Care Facilities [Member] | KOBO Note [Member] | Minimum [Member] | ||
Debt instrument, interest rate percentage | 20.00% | 20.00% |
Memory Care Facilities [Member] | KOBO Note [Member] | Maximum [Member] | ||
Debt instrument, interest rate percentage | 40.00% | 40.00% |
Memory Care Facilities [Member] | KOBO Note [Member] | Through September 17, 2019 [Member] | ||
Payment of interest per day | $ 1,000 | $ 1,000 |
Memory Care Facilities [Member] | KOBO Note [Member] | 60 Days [Member] | ||
Payment of interest per day | $ 1,500 | $ 1,500 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 10, 2019 | Oct. 10, 2019 | May 23, 2019 | Jul. 30, 2018 | Apr. 04, 2018 | Mar. 09, 2018 | Mar. 07, 2018 | Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Stock compensation cost | $ 21,000 | $ 80,000 | $ 87,000 | $ 84,000 | ||||||||||
Options exercises in weighted average exercise per price | ||||||||||||||
Number of shares issued | 15,810 | |||||||||||||
Warrants to purchase common stock | 15,810 | |||||||||||||
Gross proceeds from common stock | $ 1,700,000 | $ 9,000,000 | $ 2,000,000 | |||||||||||
Net proceeds from common stock | $ 2,400,000 | $ 1,400,000 | $ 7,980,000 | $ 1,700,000 | $ 3,801,000 | $ 9,680,000 | ||||||||
Exercise price of warrants | $ 114 | |||||||||||||
Warrants exercise | $ 1,388,000 | $ 2,479,000 | $ 99,000 | |||||||||||
Stock Options [Member] | ||||||||||||||
Basic net loss per common share | $ 0 | $ 20,000 | ||||||||||||
Diluted net loss per common share | $ 0 | 0.01 | ||||||||||||
Stock compensation cost | ||||||||||||||
Compensation cost related to nonvested awards not yet recognized | $ 0 | |||||||||||||
Option contractual term | 7 years 2 months 12 days | |||||||||||||
Exercisable contractual term | 7 years 2 months 12 days | |||||||||||||
Options exercises in weighted average exercise price value | $ 1,700,000 | |||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||
Basic net loss per common share | $ 0 | 1,000 | ||||||||||||
Diluted net loss per common share | $ 0 | $ 0 | ||||||||||||
Stock compensation cost | ||||||||||||||
Minimum [Member] | Stock Options [Member] | ||||||||||||||
Options exercises in weighted average exercise per price | $ 19.20 | |||||||||||||
Maximum [Member] | Stock Options [Member] | ||||||||||||||
Options exercises in weighted average exercise per price | $ 26,280 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Number of shares issued | 1,183,400 | 170,000 | 257,142 | 3,872 | 11,900 | 963,400 | 150,900 | |||||||
Warrants to purchase common stock | 1,183,400 | 1,183,400 | 257,142 | |||||||||||
Gross proceeds from common stock | $ 3,000,000 | |||||||||||||
Warrants, exercisable period | 5 years | 5 years | ||||||||||||
Issuance price per share | $ 0.25 | $ 0.25 | $ 10 | $ 35 | ||||||||||
Net proceeds from common stock | $ 2,400,000 | |||||||||||||
Common Stock [Member] | Public Offering [Member] | ||||||||||||||
Number of shares issued | 170,000 | |||||||||||||
Gross proceeds from common stock | $ 1,700,000 | |||||||||||||
Issuance price per share | $ 10 | |||||||||||||
Net proceeds from common stock | $ 1,400,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Warrants to purchase common stock | 82,838 | 82,838 | ||||||||||||
Gross proceeds from common stock | $ 2,000,000 | |||||||||||||
Warrants, exercisable period | 5 years | |||||||||||||
Issuance price per share | $ 35 | |||||||||||||
Net proceeds from common stock | $ 1,700,000 | |||||||||||||
Exercise price of warrants | $ 3.125 | $ 3.125 | $ 114 | |||||||||||
Warrants maturity date | Oct. 8, 2024 | Oct. 8, 2024 | ||||||||||||
Number of warrants exercised | 555,171 | 39,528 | 978,594 | |||||||||||
Warrants exercise | $ 1,400,000 | $ 99,000 | $ 2,500,000 | |||||||||||
Placement Agent Warrant [Member] | ||||||||||||||
Warrants to purchase common stock | 11,900 | 15,428 | ||||||||||||
Exercise price of warrants | $ 12.50 | $ 43.75 | ||||||||||||
Warrants maturity date | May 23, 2024 | Jul. 25, 2023 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details Narrative) (10-K) - USD ($) | Jul. 06, 2020 | Oct. 10, 2019 | Oct. 10, 2019 | May 23, 2019 | Mar. 21, 2019 | Jul. 30, 2018 | Apr. 04, 2018 | Mar. 09, 2018 | Mar. 07, 2018 | Jul. 31, 2018 | Feb. 29, 2008 | Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Number of shares issued | 15,810 | ||||||||||||||||||
Warrants to purchase common stock | 15,810 | ||||||||||||||||||
Gross proceeds from common stock | $ 1,700,000 | $ 9,000,000 | $ 2,000,000 | ||||||||||||||||
Net proceeds from common stock | $ 2,400,000 | $ 1,400,000 | $ 7,980,000 | $ 1,700,000 | $ 3,801,000 | $ 9,680,000 | |||||||||||||
Common stock, shares, issued | 1,390,000 | 3,151,780 | 1,773,189 | 3,151,780 | 1,773,189 | ||||||||||||||
Preferred stock, stated value | |||||||||||||||||||
Number of shares issued convertible debt | 1,181,429 | ||||||||||||||||||
Common stock issued price per share | $ 4 | ||||||||||||||||||
Exercise price of warrants | $ 114 | ||||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares outstanding | 328,925 | 328,925 | 328,925 | 328,925 | |||||||||||||||
Issuance of series E preferred, shares | 328,925 | 328,925 | 328,925 | 328,925 | |||||||||||||||
Historical volatility | 4 years | ||||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||||
Aggregate stock option cancellation rate, years | 4 years | ||||||||||||||||||
Common stock available for future grants | 7,845 | ||||||||||||||||||
Options outstanding, not yet exercised | 13,725 | 7,863 | 13,725 | 14,032 | 1,261 | ||||||||||||||
Number of Shares, Exercised | |||||||||||||||||||
Warrants Exercise | $ 1,388,000 | $ 2,479,000 | $ 99,000 | ||||||||||||||||
Employee and Board Members [Member] | |||||||||||||||||||
Shares of restricted stock under awards all have service conditions and vest over | 2 years | ||||||||||||||||||
Contractual term (years) | 10 years | ||||||||||||||||||
March 9, 2018 Financing [Member] | |||||||||||||||||||
Number of shares issued | 15,810 | ||||||||||||||||||
Stock Option [Member] | Stock Option Plan [Member] | |||||||||||||||||||
Weighted-average contractual term of stock options currently exercisable | 7 years 4 months 24 days | ||||||||||||||||||
Number of Shares, Exercised | |||||||||||||||||||
Total compensation cost related to nonvested awards not yet recognized | $ 0 | ||||||||||||||||||
Restricted Stock [Member] | Stock Option Plan [Member] | |||||||||||||||||||
Total compensation cost related to nonvested awards not yet recognized | $ 0 | ||||||||||||||||||
Tranche One [Member] | Stock Option [Member] | Employee and Board Members [Member] | |||||||||||||||||||
Stock options vesting, rate | 50.00% | ||||||||||||||||||
Preferred Class B [Member] | |||||||||||||||||||
Number of shares issued | 4,135.0015 | ||||||||||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, stated value | $ 1,000 | $ 1,000 | |||||||||||||||||
Number of shares issued convertible debt | 1,862 | 2,273.0015 | |||||||||||||||||
Preferred stock convertible into shares of common stock, price per share | $ 35 | $ 35 | |||||||||||||||||
Conversion of preferred stock to common stock | 1,862 | 1,862 | |||||||||||||||||
Issuance of series E preferred, shares | 4,135.0015 | ||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Tranche One [Member] | |||||||||||||||||||
Number of shares issued convertible debt | 2,273 | ||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Tranche Two [Member] | |||||||||||||||||||
Number of shares issued convertible debt | 64,942 | ||||||||||||||||||
Series A One Convertible Preferred Stock [Member] | Baoli [Member] | |||||||||||||||||||
Preferred stock, shares issued | 611,523 | ||||||||||||||||||
Convertible Preferred Stock To Common Stock [Member] | |||||||||||||||||||
Preferred stock, shares outstanding | 328,925 | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
Conversion of preferred stock to common stock | 182 | ||||||||||||||||||
Preferred Class A [Member] | |||||||||||||||||||
Issuance price per share | $ 35 | ||||||||||||||||||
Percentage of commons stock hold by certain investors | 4.99% | ||||||||||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||||||||||
Issuance of series E preferred, shares | 4,435.0015 | ||||||||||||||||||
Conversion price per share | $ 35 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Aggregate forfeiture rates | 10.00% | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Aggregate forfeiture rates | 20.00% | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of shares issued | 1,183,400 | 170,000 | 257,142 | 3,872 | 11,900 | 963,400 | 150,900 | ||||||||||||
Warrants to purchase common stock | 1,183,400 | 1,183,400 | 257,142 | ||||||||||||||||
Gross proceeds from common stock | $ 3,000,000 | ||||||||||||||||||
Warrants, exercisable period | 5 years | 5 years | |||||||||||||||||
Issuance price per share | $ 0.25 | $ 0.25 | $ 10 | $ 35 | |||||||||||||||
Net proceeds from common stock | $ 2,400,000 | ||||||||||||||||||
Percentage of commons stock hold by certain investors | 9.99% | ||||||||||||||||||
Maximum exercise percentage of outstanding common stock | 9.99% | ||||||||||||||||||
Number of shares issued convertible debt | 53,200 | 53,200 | 64,942 | ||||||||||||||||
Common stock issued price per share | $ 126.50 | ||||||||||||||||||
Common Stock [Member] | IPO [Member] | |||||||||||||||||||
Number of shares issued | 170,000 | 139,000 | |||||||||||||||||
Issuance price per share | $ 10 | ||||||||||||||||||
Common stock, shares, issued | 1,183,400 | 1,183,400 | |||||||||||||||||
Common Stock [Member] | March 9, 2018 Financing [Member] | |||||||||||||||||||
Number of shares issued | 3,872 | 11,900 | |||||||||||||||||
Percentage of commons stock hold by certain investors | 9.99% | ||||||||||||||||||
Common stock issued price per share | $ 126.50 | ||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||
Number of shares issued | 400,000 | ||||||||||||||||||
Gross proceeds from common stock | $ 1,600,000 | ||||||||||||||||||
Issuance price per share | $ 4 | ||||||||||||||||||
Common Stock [Member] | Baoli [Member] | |||||||||||||||||||
Warrants to purchase common stock | 3,101,361 | ||||||||||||||||||
Maximum exercise percentage of outstanding common stock | 9.90% | ||||||||||||||||||
Common Stock [Member] | Tranche One [Member] | |||||||||||||||||||
Number of shares issued convertible debt | 1,862 | ||||||||||||||||||
Common Stock [Member] | Tranche Two [Member] | |||||||||||||||||||
Number of shares issued convertible debt | 53,200 | ||||||||||||||||||
Common Stock [Member] | Preferred Class B [Member] | |||||||||||||||||||
Number of shares issued | 118,142 | ||||||||||||||||||
Common Stock [Member] | Series E Convertible Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued convertible debt | 64,942 | ||||||||||||||||||
Conversion of preferred stock to common stock | 53,200 | 53,200 | |||||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||||
Percentage of commons stock hold by certain investors | 4.99% | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Warrants to purchase common stock | 82,838 | 82,838 | |||||||||||||||||
Gross proceeds from common stock | $ 2,000,000 | ||||||||||||||||||
Warrants, exercisable period | 5 years | ||||||||||||||||||
Issuance price per share | $ 35 | ||||||||||||||||||
Net proceeds from common stock | $ 1,700,000 | ||||||||||||||||||
Exercise price of warrants | $ 3.125 | $ 3.125 | $ 114 | ||||||||||||||||
Warrants maturity date | Oct. 8, 2024 | Oct. 8, 2024 | |||||||||||||||||
Number of Warrants Exercised | 555,171 | 39,528 | 978,594 | ||||||||||||||||
Warrants Exercise | $ 1,400,000 | $ 99,000 | $ 2,500,000 | ||||||||||||||||
Warrant [Member] | IPO [Member] | |||||||||||||||||||
Warrants to purchase common stock | 1 | 1 | |||||||||||||||||
Exercise price of warrants | $ 2.50 | $ 2.50 | |||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||
Pre Funded Warrants [Member] | |||||||||||||||||||
Warrants to purchase common stock | 3,910 | 3,910 | |||||||||||||||||
Exercise price of warrants | $ 125.50 | ||||||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||||||
Pre Funded Warrants [Member] | March 9, 2018 Financing [Member] | |||||||||||||||||||
Warrants to purchase common stock | 3,910 | 3,910 | |||||||||||||||||
Exercise price of warrants | $ 125.50 | ||||||||||||||||||
Warrant exercise price | $ 0.10 | ||||||||||||||||||
Placement Agent Warrant [Member] | |||||||||||||||||||
Warrants to purchase common stock | 11,900 | 15,428 | |||||||||||||||||
Exercise price of warrants | $ 12.50 | $ 43.75 | |||||||||||||||||
Warrants maturity date | May 23, 2024 | Jul. 25, 2023 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stockholders' Equity Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ 1,503,000 | $ 1,503,000 | $ 6,745,000 | $ 5,112,000 | |
Merger partner contribution | $ 120,000 | ||||
Warrant exercises | 1,388,000 | ||||
Stock-based compensation | 21,000 | ||||
Net loss | (569,000) | (1,079,000) | (2,957,000) | (9,229,000) | (8,131,000) |
Ending balance | 2,256,000 | 1,833,000 | 2,705,000 | 1,503,000 | 6,745,000 |
Common Stock [Member] | |||||
Beginning balance | $ 2,000 | $ 2,000 | $ 1,000 | ||
Beginning balance, Shares | 1,773,189 | 1,773,189 | 327,060 | 107,465 | |
Merger partner contribution | |||||
Warrant exercises | |||||
Warrant exercises, shares | 555,171 | ||||
Stock-based compensation | |||||
Net loss | |||||
Ending balance | $ 3,000 | $ 2,000 | $ 3,000 | $ 2,000 | $ 1,000 |
Ending balance, Shares | 3,151,780 | 2,328,360 | 3,151,780 | 1,773,189 | 327,060 |
Capital in Excess of Par Value [Member] | |||||
Beginning balance | $ 330,474,000 | $ 330,474,000 | $ 326,488,000 | $ 316,726,000 | |
Merger partner contribution | $ 120,000 | ||||
Warrant exercises | 1,383,000 | ||||
Stock-based compensation | 21,000 | ||||
Net loss | |||||
Ending balance | 334,752,000 | 331,878,000 | 334,632,000 | 330,474,000 | 326,488,000 |
Accumulated Deficit [Member] | |||||
Beginning balance | (328,973,000) | (328,973,000) | (319,744,000) | (311,613,000) | |
Merger partner contribution | |||||
Warrant exercises | |||||
Stock-based compensation | |||||
Net loss | (569,000) | (1,079,000) | (2,957,000) | (9,229,000) | (8,131,000) |
Ending balance | (332,499,000) | (330,052,000) | 331,930,000 | (328,973,000) | (319,744,000) |
Convertible Preferred Stock [Member] | |||||
Beginning balance | |||||
Beginning balance, Shares | 328,925 | 328,925 | 330,787 | 328,925 | |
Merger partner contribution | |||||
Warrant exercises | |||||
Stock-based compensation | |||||
Net loss | |||||
Ending balance | |||||
Ending balance, Shares | 328,925 | 328,925 | 328,925 | 328,925 | 330,787 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Significant Weighted Average Assumptions Used for Estimating Fair Value Under Stock Option Plans (Details) (10-K) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Per share fair value at grant date | $ 14.50 | ||
Risk free interest rate | 0.00% | 0.00% | 3.00% |
Expected volatility | 0.00% | 0.00% | 224.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life in years | 0 years | 0 years | 4 years |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock Option Transactions under Stock Option Plan (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares, Beginning balance | 13,725 | 14,032 | 1,261 | |
Number of Shares, Granted | 12,800 | |||
Number of Shares, Exercised | ||||
Number of Shares, Canceled | 5,862 | 307 | 29 | |
Number of Shares, Ending balance | 7,863 | 13,725 | 14,032 | |
Weighted Average Exercise Price, Beginning Balance | $ 252 | $ 252.90 | $ 3,700.30 | |
Weighted Average Exercise Price, Granted | 19.20 | |||
Weighted Average Exercise Price, Exercised | ||||
Weighted Average Exercise Price, Canceled | 246.80 | 4,723.90 | 47,239 | |
Weighted Average Exercise Price, Ending Balance | $ 255.90 | $ 252 | $ 252.90 | |
Number of Options Exercisable, Canceled | 5,862 | 307 | 29 | |
Stock Option [Member] | Stock Option Plans [Member] | ||||
Number of Shares, Beginning balance | 7,863 | |||
Number of Shares, Granted | ||||
Number of Shares, Exercised | ||||
Number of Shares, Canceled | 12 | |||
Number of Shares, Ending balance | 7,851 | |||
Price Per Share, Canceled | $ 28,440 | |||
Weighted Average Exercise Price, Beginning Balance | 255.90 | |||
Weighted Average Exercise Price, Granted | ||||
Weighted Average Exercise Price, Exercised | ||||
Weighted Average Exercise Price, Canceled | 28,440 | |||
Weighted Average Exercise Price, Ending Balance | $ 211.24 | |||
Number of Options Exercisable, Beginning Balance | 7,863 | |||
Number of Options Exercisable, Canceled | 12 | |||
Number of Options Exercisable, Ending Balance | 7,851 | |||
Weighted Average Exercise Price, Beginning Balance | $ 255.90 | |||
Weighted Average Exercise Price, Canceled | 28,440 | |||
Weighted Average Exercise Price, Ending balance | 211.24 | |||
Stock Option [Member] | Stock Option Plans [Member] | Minimum [Member] | ||||
Price Per Share, Beginning balance | 19.20 | |||
Price Per Share, Canceled | ||||
Price Per Share, Ending balance | 19.20 | |||
Stock Option [Member] | Stock Option Plans [Member] | Maximum [Member] | ||||
Price Per Share, Beginning balance | 28,440 | |||
Price Per Share, Canceled | ||||
Price Per Share, Ending balance | $ 26,280 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Stock Option Transactions under Stock Option Plan (Details) (10-K) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Number of Shares, Beginning balance | 13,725 | 14,032 | 1,261 |
Number of Shares, Granted | 12,800 | ||
Number of Shares, Canceled | (5,862) | (307) | (29) |
Number of Shares, Exercised | |||
Number of Shares, Ending balance | 7,863 | 13,725 | 14,032 |
Weighted Average Exercise Price, Beginning Balance | $ 252 | $ 252.90 | $ 3,700.30 |
Weighted Average Exercise Price, Granted | 19.20 | ||
Weighted Average Exercise Price, Canceled | 246.80 | 4,723.90 | 47,239 |
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Ending Balance | $ 255.90 | $ 252 | $ 252.90 |
Stockholders' Equity - Summar_5
Stockholders' Equity - Summary of Currently Outstanding and Exercisable Stock Options (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number Outstanding | shares | 7,863 |
Weighted Average Remaining Contractual Life in Years | 7 years 4 months 24 days |
Weighted Average Exercise Price | $ 255.90 |
Number Exercisable | shares | 7,863 |
Weighted Average Exercise Price, Exercisable | $ 255.90 |
Exercise Price Range One [Member] | |
Range of Exercise Prices, lower limit | 19.20 |
Range of Exercise Prices, upper limit | $ 19.20 |
Number Outstanding | shares | 7,150 |
Weighted Average Remaining Contractual Life in Years | 7 years 9 months 18 days |
Weighted Average Exercise Price | $ 19.20 |
Number Exercisable | shares | 7,150 |
Weighted Average Exercise Price, Exercisable | $ 19.20 |
Exercise Price Range Two [Member] | |
Range of Exercise Prices, lower limit | 330 |
Range of Exercise Prices, upper limit | $ 330 |
Number Outstanding | shares | 300 |
Weighted Average Remaining Contractual Life in Years | 4 years 10 months 25 days |
Weighted Average Exercise Price | $ 330 |
Number Exercisable | shares | 300 |
Weighted Average Exercise Price, Exercisable | $ 330 |
Exercise Price Range Three [Member] | |
Range of Exercise Prices, lower limit | 3,180 |
Range of Exercise Prices, upper limit | $ 4,275 |
Number Outstanding | shares | 395 |
Weighted Average Remaining Contractual Life in Years | 2 years 10 months 25 days |
Weighted Average Exercise Price | $ 3,245.34 |
Number Exercisable | shares | 395 |
Weighted Average Exercise Price, Exercisable | $ 3,245.34 |
Exercise Price Range Four [Member] | |
Range of Exercise Prices, lower limit | 26,280 |
Range of Exercise Prices, upper limit | $ 28,440 |
Number Outstanding | shares | 18 |
Weighted Average Remaining Contractual Life in Years | 4 months 24 days |
Weighted Average Exercise Price | $ 27,802.76 |
Number Exercisable | shares | 18 |
Weighted Average Exercise Price, Exercisable | $ 27,802.76 |
Stockholders' Equity - Summar_6
Stockholders' Equity - Summary of Restricted Stock Awards (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | |
Number of Shares, Beginning balance | shares | 33 |
Number of Shares, Granted | shares | |
Number of Shares, Vested | shares | (33) |
Number of Shares, Forfeited | shares | |
Number of Shares, Ending balance | shares | |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 105 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 105 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares |
Stockholders' Equity - Summar_7
Stockholders' Equity - Summary of Outstanding Warrants (Details) - $ / shares | Apr. 03, 2021 | Dec. 31, 2020 | Mar. 09, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Price per Share | $ 114 | ||
Warrants Related to August 2016 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 5,350 | 5,350 | |
Currently Exercisable | 5,350 | 5,350 | |
Price per Share | $ 300 | $ 300 | |
Expiration Date | Feb. 2, 2022 | Feb. 2, 2022 | |
Warrants Related to August 2016 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 500 | 500 | |
Currently Exercisable | 500 | 500 | |
Price per Share | $ 385.50 | $ 385.50 | |
Expiration Date | Aug. 2, 2021 | Aug. 2, 2021 | |
Warrants Related to December 2016 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 68,567 | 68,567 | |
Currently Exercisable | 68,567 | 68,567 | |
Price per Share | $ 200 | $ 200 | |
Expiration Date | Dec. 14, 2021 | Dec. 14, 2021 | |
Warrants Related to March 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 15,810 | 15,810 | |
Currently Exercisable | 15,810 | 15,810 | |
Price per Share | $ 114 | $ 114 | |
Expiration Date | Sep. 9, 2023 | Sep. 9, 2023 | |
Warrants Related to March 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 1,107 | 1,107 | |
Currently Exercisable | 1,107 | 1,107 | |
Price per Share | $ 158 | $ 158 | |
Expiration Date | Mar. 6, 2023 | Mar. 6, 2023 | |
Warrants Related to July 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 257,143 | 257,143 | |
Currently Exercisable | 257,143 | 257,143 | |
Price per Share | $ 35 | $ 35 | |
Expiration Date | Jul. 25, 2023 | Jul. 25, 2023 | |
Warrants Related to July 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 15,428 | 15,428 | |
Currently Exercisable | 15,428 | 15,428 | |
Price per Share | $ 43.75 | $ 43.75 | |
Expiration Date | Jul. 25, 2023 | Jul. 25, 2023 | |
Warrants Related to May 2019 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 11,900 | 11,900 | |
Currently Exercisable | 11,900 | 11,900 | |
Price per Share | $ 12.50 | $ 12.50 | |
Expiration Date | May 23, 2024 | May 23, 2024 | |
Warrants Related to October 2019 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 217,200 | 217,200 | |
Currently Exercisable | 217,200 | 217,200 | |
Price per Share | $ 2.50 | $ 2.50 | |
Expiration Date | Oct. 10, 2024 | Oct. 10, 2024 | |
Warrants Related to October 2019 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 30,916 | 30,916 | |
Currently Exercisable | 30,916 | 30,916 | |
Price per Share | $ 3.13 | $ 3.13 | |
Expiration Date | Oct. 8, 2024 | Oct. 8, 2024 |
Stockholders' Equity - Summar_8
Stockholders' Equity - Summary of Outstanding Warrants (Details) (10-K) - $ / shares | Apr. 03, 2021 | Dec. 31, 2020 | Mar. 09, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Price per Share | $ 114 | ||
Warrants Related to August 2016 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 5,350 | 5,350 | |
Currently Exercisable | 5,350 | 5,350 | |
Price per Share | $ 300 | $ 300 | |
Expiration Date | Feb. 2, 2022 | Feb. 2, 2022 | |
Warrants Related to August 2016 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 500 | 500 | |
Currently Exercisable | 500 | 500 | |
Price per Share | $ 385.50 | $ 385.50 | |
Expiration Date | Aug. 2, 2021 | Aug. 2, 2021 | |
Warrants Related to December 2016 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 68,567 | 68,567 | |
Currently Exercisable | 68,567 | 68,567 | |
Price per Share | $ 200 | $ 200 | |
Expiration Date | Dec. 14, 2021 | Dec. 14, 2021 | |
Warrants Related to March 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 15,810 | 15,810 | |
Currently Exercisable | 15,810 | 15,810 | |
Price per Share | $ 114 | $ 114 | |
Expiration Date | Sep. 9, 2023 | Sep. 9, 2023 | |
Warrants Related to March 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 1,107 | 1,107 | |
Currently Exercisable | 1,107 | 1,107 | |
Price per Share | $ 158 | $ 158 | |
Expiration Date | Mar. 6, 2023 | Mar. 6, 2023 | |
Warrants Related to July 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 257,143 | 257,143 | |
Currently Exercisable | 257,143 | 257,143 | |
Price per Share | $ 35 | $ 35 | |
Expiration Date | Jul. 25, 2023 | Jul. 25, 2023 | |
Warrants Related to July 2018 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 15,428 | 15,428 | |
Currently Exercisable | 15,428 | 15,428 | |
Price per Share | $ 43.75 | $ 43.75 | |
Expiration Date | Jul. 25, 2023 | Jul. 25, 2023 | |
Warrants Related to May 2019 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 11,900 | 11,900 | |
Currently Exercisable | 11,900 | 11,900 | |
Price per Share | $ 12.50 | $ 12.50 | |
Expiration Date | May 23, 2024 | May 23, 2024 | |
Warrants Related to October 2019 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 217,200 | 217,200 | |
Currently Exercisable | 217,200 | 217,200 | |
Price per Share | $ 2.50 | $ 2.50 | |
Expiration Date | Oct. 10, 2024 | Oct. 10, 2024 | |
Warrants Related to October 2019 Financing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total | 30,916 | 30,916 | |
Currently Exercisable | 30,916 | 30,916 | |
Price per Share | $ 3.13 | $ 3.13 | |
Expiration Date | Oct. 8, 2024 | Oct. 8, 2024 |
Equity _ (Deficit) (Details Nar
Equity / (Deficit) (Details Narrative) (Allied Integral United Inc) - USD ($) | Mar. 09, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Nov. 30, 2019 | Oct. 31, 2019 | Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 10, 2020 | Sep. 09, 2020 | Sep. 30, 2018 | Jul. 30, 2018 | Jan. 02, 2018 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 250,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Number of shares issued | 15,810 | ||||||||||||||||||
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | |||||||||||||||||
Common stock, shares issued | 3,151,780 | 3,151,780 | 3,151,780 | 3,151,780 | 1,773,189 | 1,390,000 | |||||||||||||
Common stock, shares outstanding | 3,151,780 | 3,151,780 | 3,151,780 | 3,151,780 | 1,773,189 | ||||||||||||||
Number of common stock vested compensation for services | $ 80,000 | $ 87,000 | 84,000 | ||||||||||||||||
Preferred stock, shares issued | 328,925 | 328,925 | 328,925 | 328,925 | 328,925 | ||||||||||||||
Preferred stock, shares outstanding | 328,925 | 328,925 | 328,925 | 328,925 | 328,925 | ||||||||||||||
Warrants issued to purchase of stock | 15,810 | ||||||||||||||||||
Warrants exercise price per share | $ 114 | ||||||||||||||||||
Net loss | $ (569,000) | $ (1,079,000) | $ (2,957,000) | $ (9,229,000) | $ (8,131,000) | ||||||||||||||
Allied Integral United Inc [Member] | |||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 400,091 | |||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Number of shares issued | 10,000 | ||||||||||||||||||
Number of stock issued during the period | $ 400,000 | $ 100 | |||||||||||||||||
Common stock, shares issued | 920,407 | 863,407 | 920,407 | 863,407 | 863,407 | 410,091 | |||||||||||||
Common stock, shares outstanding | 920,407 | 863,407 | 920,407 | 863,407 | 863,407 | 410,091 | |||||||||||||
Number of restricted stock shares issued during the period | 1,200,000 | 1,200,000 | |||||||||||||||||
Number of restricted stock issued during the period | $ 12,000,000 | $ 12,000,000 | |||||||||||||||||
Common stock voting rights description | Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. | Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. | |||||||||||||||||
Awarded restricted stock | $ 2,337,830 | $ 566,645 | $ 566,645 | $ 1,699,935 | |||||||||||||||
Net loss | $ (6,541,912) | $ (951,959) | $ (22,724,842) | $ (18,145,483) | |||||||||||||||
Allied Integral United Inc [Member] | Independent Consulting Agreement [Member] | |||||||||||||||||||
Number of restricted stock shares issued during the period | 204,158 | ||||||||||||||||||
Number of restricted stock issued during the period | $ 204,158 | ||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||
Allied Integral United Inc [Member] | Public Offering [Member] | |||||||||||||||||||
Warrants issued to purchase of stock | 1,107,896 | 1,040,879 | 1,107,896 | 1,040,879 | 1,040,879 | ||||||||||||||
Warrants exercise price per share | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | ||||||||||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | |||||||||||||||||||
Common stock, shares authorized | 1,500,000 | ||||||||||||||||||
Preferred stock, shares authorized | 1,500,000 | ||||||||||||||||||
Number of shares issued | 320,657 | ||||||||||||||||||
Number of stock issued during the period | $ 257,000 | ||||||||||||||||||
Stock conversion of preferred stock description | The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company's common stock. | ||||||||||||||||||
Shares designated | 700,000 | ||||||||||||||||||
Number of preferred stock exchanged for common stock shares | 25,700 | 320,658 | 78,000 | ||||||||||||||||
Net loss | $ (234,334) | $ 528,044 | $ 215,500 | ||||||||||||||||
Percentage of ownership | 99.00% | 99.00% | |||||||||||||||||
Non-controlling interest loss | $ (231,991) | $ 522,675 | 213,345 | ||||||||||||||||
Warrants issued during the period | 25,700 | 442,158 | |||||||||||||||||
Warrants term | 10 years | 10 years | |||||||||||||||||
Dividend rate | 10.25% | 10.25% | |||||||||||||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | Independent Consulting Agreement [Member] | Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued | 5,000 | ||||||||||||||||||
Number of stock issued during the period | $ 50,000 | ||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | |||||||||||||||||||
Preferred stock, par value | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||
Net loss | $ 6,503 | $ 1,486,902 | 405,120 | ||||||||||||||||
Percentage of ownership | 99.00% | 99.00% | |||||||||||||||||
Non-controlling interest loss | $ 6,439 | $ 1,472,033 | $ 401,169 | ||||||||||||||||
Warrants issued during the period | 41,317 | 598,721 | |||||||||||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Limited Partnership Interest [Member] | |||||||||||||||||||
Number of shares issued | 20,000 | 41,317 | 25,700 | 99,038 | 499,682 | ||||||||||||||
Number of stock issued during the period | $ 200,000 | $ 413,167 | $ 257,000 | $ 990,387 | $ 4,996,827 | ||||||||||||||
Warrants issued to purchase of stock | 640,038 | 640,038 | 463,196 | ||||||||||||||||
Allied Integral United Inc [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, shares issued | 9,351,043 | 9,213,705 | 9,351,043 | 9,213,705 | 9,213,705 | 8,666,481 | |||||||||||||
Preferred stock, shares outstanding | 9,351,043 | 9,213,705 | 9,351,043 | 9,213,705 | 9,213,705 | 8,666,481 | |||||||||||||
Stock conversion of preferred stock description | The conversion rate to the number of shares of common stock is equal to 1 share for each share of Series A preferred stock. | The conversion rate to the number of shares of common stock is equal to 1 share for each share of Series A preferred stock. | |||||||||||||||||
Dividends | $ 2,746,760 | $ 2,738,580 | $ 10,944,480 | $ 10,981,490 | |||||||||||||||
Allied Integral United Inc [Member] | Series I Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||||||||||||
Warrants issued to purchase of stock | 467,858 | 467,858 | 577,683 | ||||||||||||||||
Allied Integral United Inc [Member] | Series I 10.25% Cumulative Convertible Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||||||||
Number of shares issued | 20,158 | ||||||||||||||||||
Number of stock issued during the period | $ 201,576 | ||||||||||||||||||
Allied Integral United Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||||
Number of shares issued | 25,700 | ||||||||||||||||||
Allied Integral United Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care, Inc [Member] | Limited Partnership Interest [Member] | |||||||||||||||||||
Number of shares issued | 41,317 | ||||||||||||||||||
Allied Integral United Inc [Member] | Officers and Employees [Member] | |||||||||||||||||||
Number of common stock vested compensation for services, shares | 57,000 | ||||||||||||||||||
Number of common stock vested compensation for services | $ 570,000 | ||||||||||||||||||
Allied Integral United Inc [Member] | Executive [Member] | |||||||||||||||||||
Number of common stock vested compensation for services, shares | 20,000 | ||||||||||||||||||
Number of restricted stock shares issued during the period | 57,000 | ||||||||||||||||||
Number of restricted stock issued during the period | $ 20,000 | ||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||
Allied Integral United Inc [Member] | Executive [Member] | Restricted Stock [Member] | |||||||||||||||||||
Number of restricted stock shares issued during the period | 57,000 | ||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||
Allied Integral United Inc [Member] | Third Party [Member] | Independent Consulting Agreement [Member] | |||||||||||||||||||
Number of common stock vested compensation for services, shares | 204,158 | ||||||||||||||||||
Number of restricted stock shares issued during the period | 204,158 | 204,158 | |||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | $ 10 | $ 10 |
Equity _ (Deficit) (Details N_2
Equity / (Deficit) (Details Narrative) (Allied Integral United Inc) (10K) - USD ($) | Mar. 09, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Nov. 30, 2019 | Oct. 31, 2019 | Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 10, 2020 | Sep. 09, 2020 | Sep. 30, 2018 | Jul. 30, 2018 | Jan. 02, 2018 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 250,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Number of shares issued | 15,810 | ||||||||||||||||||
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | |||||||||||||||||
Common stock, shares issued | 3,151,780 | 3,151,780 | 3,151,780 | 3,151,780 | 1,773,189 | 1,390,000 | |||||||||||||
Common stock, shares outstanding | 3,151,780 | 3,151,780 | 3,151,780 | 3,151,780 | 1,773,189 | ||||||||||||||
Number of common stock vested compensation for services | $ 80,000 | $ 87,000 | 84,000 | ||||||||||||||||
Preferred stock, shares issued | 328,925 | 328,925 | 328,925 | 328,925 | 328,925 | ||||||||||||||
Preferred stock, shares outstanding | 328,925 | 328,925 | 328,925 | 328,925 | 328,925 | ||||||||||||||
Warrants issued to purchase of stock | 15,810 | ||||||||||||||||||
Warrants exercise price per share | $ 114 | ||||||||||||||||||
Net loss | $ (569,000) | $ (1,079,000) | $ (2,957,000) | $ (9,229,000) | $ (8,131,000) | ||||||||||||||
Allied Integral United Inc [Member] | |||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 400,091 | |||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Number of shares issued | 10,000 | ||||||||||||||||||
Number of stock issued during the period | $ 400,000 | $ 100 | |||||||||||||||||
Common stock, shares issued | 920,407 | 863,407 | 920,407 | 863,407 | 863,407 | 410,091 | |||||||||||||
Common stock, shares outstanding | 920,407 | 863,407 | 920,407 | 863,407 | 863,407 | 410,091 | |||||||||||||
Number of restricted stock shares issued during the period | 1,200,000 | 1,200,000 | |||||||||||||||||
Number of restricted stock issued during the period | $ 12,000,000 | $ 12,000,000 | |||||||||||||||||
Common stock voting rights description | Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. | Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. | |||||||||||||||||
Awarded restricted stock | $ 2,337,830 | $ 566,645 | $ 566,645 | $ 1,699,935 | |||||||||||||||
Unamortized compensation | $ 2,833,225 | $ 2,833,225 | 2,833,225 | ||||||||||||||||
Net loss | $ (6,541,912) | $ (951,959) | $ (22,724,842) | $ (18,145,483) | |||||||||||||||
Allied Integral United Inc [Member] | Independent Consulting Agreement [Member] | |||||||||||||||||||
Number of restricted stock shares issued during the period | 204,158 | ||||||||||||||||||
Number of restricted stock issued during the period | $ 204,158 | ||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||
Allied Integral United Inc [Member] | Public Offering [Member] | |||||||||||||||||||
Warrants issued to purchase of stock | 1,107,896 | 1,040,879 | 1,107,896 | 1,040,879 | 1,040,879 | ||||||||||||||
Warrants exercise price per share | $ 8 | $ 8 | $ 8 | $ 8 | $ 8 | ||||||||||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | |||||||||||||||||||
Common stock, shares authorized | 1,500,000 | ||||||||||||||||||
Preferred stock, shares authorized | 1,500,000 | ||||||||||||||||||
Number of shares issued | 320,657 | ||||||||||||||||||
Number of stock issued during the period | $ 257,000 | ||||||||||||||||||
Stock conversion of preferred stock description | The exchange rate is 1 share of AIU Alt Care preferred stock to 1 share of the Company's common stock. | ||||||||||||||||||
Shares designated | 700,000 | ||||||||||||||||||
Number of preferred stock exchanged for common stock shares | 25,700 | 320,658 | 78,000 | ||||||||||||||||
Number of preferred stock exchanged for common stock | $ 3,206,576 | $ 780,000 | |||||||||||||||||
Number of preferred stock issued for debt-to-equity transaction | $ 325,000 | ||||||||||||||||||
Number of preferred stock shares issued for debt-to-equity transaction | 32,500 | ||||||||||||||||||
Number of preferred stock issued for indemnification fees | $ 60,000 | ||||||||||||||||||
Number of preferred stock issued for compensation for services | 50,000 | ||||||||||||||||||
Net loss | $ (234,334) | 528,044 | 215,500 | ||||||||||||||||
Non-controlling interest loss | $ (231,991) | $ 522,675 | 213,345 | ||||||||||||||||
Warrants issued during the period | 25,700 | 442,158 | |||||||||||||||||
Warrants term | 10 years | 10 years | |||||||||||||||||
Dividend rate | 10.25% | 10.25% | |||||||||||||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | Minority Interest Ownership [Member] | |||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Percentage of non-controlling interest | 99.00% | 99.00% | 99.00% | ||||||||||||||||
Warrants term | 10 years | 10 years | 10 years | ||||||||||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | |||||||||||||||||||
Preferred stock, par value | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||
Net loss | $ 6,503 | $ 1,486,902 | 405,120 | ||||||||||||||||
Non-controlling interest loss | $ 6,439 | $ 1,472,033 | $ 401,169 | ||||||||||||||||
Warrants issued during the period | 41,317 | 598,721 | |||||||||||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Minority Interest Ownership [Member] | |||||||||||||||||||
Percentage of non-controlling interest | 99.00% | ||||||||||||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Limited Partnership Interest [Member] | |||||||||||||||||||
Number of shares issued | 20,000 | 41,317 | 25,700 | 99,038 | 499,682 | ||||||||||||||
Number of stock issued during the period | $ 200,000 | $ 413,167 | $ 257,000 | $ 990,387 | $ 4,996,827 | ||||||||||||||
Warrants issued to purchase of stock | 640,038 | 640,038 | 463,196 | ||||||||||||||||
Allied Integral United Inc [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, shares issued | 9,351,043 | 9,213,705 | 9,351,043 | 9,213,705 | 9,213,705 | 8,666,481 | |||||||||||||
Preferred stock, shares outstanding | 9,351,043 | 9,213,705 | 9,351,043 | 9,213,705 | 9,213,705 | 8,666,481 | |||||||||||||
Stock conversion of preferred stock description | The conversion rate to the number of shares of common stock is equal to 1 share for each share of Series A preferred stock. | The conversion rate to the number of shares of common stock is equal to 1 share for each share of Series A preferred stock. | |||||||||||||||||
Accounts payable | $ 1,353,000 | $ 1,353,000 | $ 1,353,000 | ||||||||||||||||
Dividends | $ 2,746,760 | $ 2,738,580 | $ 10,944,480 | $ 10,981,490 | |||||||||||||||
Allied Integral United Inc [Member] | Series I Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||||||||||||
Warrants issued to purchase of stock | 467,858 | 467,858 | 577,683 | ||||||||||||||||
Allied Integral United Inc [Member] | Series I 10.25% Cumulative Convertible Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||||||||
Number of shares issued | 20,158 | ||||||||||||||||||
Number of stock issued during the period | $ 201,576 | ||||||||||||||||||
Allied Integral United Inc [Member] | Officers, Directors and Consultant [Member] | |||||||||||||||||||
Number of common stock vested compensation for services, shares | 169,993 | ||||||||||||||||||
Number of common stock vested compensation for services | $ 169,993 | ||||||||||||||||||
Number of restricted stock shares issued during the period | 453,316 | ||||||||||||||||||
Allied Integral United Inc [Member] | Executive [Member] | |||||||||||||||||||
Number of common stock vested compensation for services, shares | 20,000 | ||||||||||||||||||
Number of restricted stock shares issued during the period | 57,000 | ||||||||||||||||||
Number of restricted stock issued during the period | $ 20,000 | ||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||
Allied Integral United Inc [Member] | Officer [Member] | |||||||||||||||||||
Number of common stock vested compensation for services, shares | 20,000 | ||||||||||||||||||
Number of restricted stock shares issued during the period | 20,000 | ||||||||||||||||||
Shares issued price per share | $ 10 | 10 | |||||||||||||||||
Allied Integral United Inc [Member] | Third Party [Member] | Independent Consulting Agreement [Member] | |||||||||||||||||||
Number of common stock vested compensation for services, shares | 204,158 | ||||||||||||||||||
Number of restricted stock shares issued during the period | 204,158 | 204,158 | |||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | $ 10 | $ 10 |
Employee Savings Plan (Details
Employee Savings Plan (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Contribution to 401(k) plan | $ 29,000 | $ 79,000 | $ 72,000 |
Leases (Details Narrative) (All
Leases (Details Narrative) (Allied Integral United Inc) - USD ($) | Oct. 20, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 03, 2021 | Dec. 31, 2019 |
Lease right-of-use assets | $ 152,000 | ||||
Lease liabilities | 152,000 | ||||
Allied Integral United Inc [Member] | |||||
Lease right-of-use assets | $ 36,233,592 | 36,452,438 | $ 37,750,615 | ||
Lease liabilities | $ 944,038 | $ 37,750,615 | |||
Operating lease term | 15 years | 15 years | |||
Lease renewal options term | 5 years | 5 years | |||
Amount paid to plaintiff | $ 2,801,365 | ||||
Litigation settlement, expense | $ 190,043 | $ 190,043 | |||
Litigation expense for attorney fees | $ 248,074 | $ 248,074 | |||
Weighted-average remaining lease terms | 14 years 9 months 18 days | 15 years 1 month 6 days | |||
Weighted-average remaining lease discount rate | 8.25% | 8.25% |
Leases (Details Narrative) (A_2
Leases (Details Narrative) (Allied Integral United Inc) (10-K) - USD ($) | Oct. 20, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Lease liability | $ 152,000 | |||
Allied Integral United Inc [Member] | ||||
Lease liability | $ 944,038 | $ 37,750,615 | ||
Operating lease term | 15 years | 15 years | ||
Lease renewal options term | 5 years | 5 years | ||
Amount paid to plaintiff | $ 2,801,365 | |||
Litigation settlement, expense | $ 190,043 | $ 190,043 | ||
Litigation expense for attorney fees | $ 248,074 | $ 248,074 | ||
Weighted-average remaining lease terms | 14 years 9 months 18 days | 15 years 1 month 6 days | ||
Weighted-average remaining lease discount rate | 8.25% | 8.25% |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) (Allied Integral United Inc) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease costs | $ 1,129,542 | $ 1,301,299 | $ 4,545,660 | $ 4,957,539 |
Short-term lease costs | 11,851 | 30,276 | 95,184 | 64,657 |
Total lease costs | $ 1,141,393 | $ 1,331,575 | $ 4,640,844 | $ 5,022,196 |
Leases - Schedule of Lease Co_2
Leases - Schedule of Lease Cost (Details) (Allied Integral United Inc) (10-K) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease costs | $ 1,129,542 | $ 1,301,299 | $ 4,545,660 | $ 4,957,539 |
Short-term lease costs | 11,851 | 30,276 | 95,184 | 64,657 |
Total lease costs | $ 1,141,393 | $ 1,331,575 | $ 4,640,844 | $ 5,022,196 |
Leases - Schedule Maturity Oper
Leases - Schedule Maturity Operating Lease Payments (Details) (Allied Integral United Inc) - USD ($) | Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Less current portion | $ 148,000 | |||
Non-current lease liabilities | 4,000 | |||
Allied Integral United Inc [Member] | ||||
2021 - remainder of year | $ 2,955,950 | |||
2022 | 4,026,961 | 3,934,567 | ||
2023 | 4,121,550 | 4,026,961 | ||
2024 | 4,218,384 | 4,121,550 | ||
2025 | 4,310,799 | 4,218,384 | ||
2026 | 4,439,167 | 4,310,799 | ||
2027 | 4,537,167 | |||
Thereafter | 40,267,540 | |||
Total minimum lease payments | 68,877,518 | 69,830,429 | ||
Less: amounts representing interest | 30,544,177 | 31,423,222 | ||
Present value of future minimum lease payments | 38,333,341 | 38,407,207 | ||
Less current portion | 944,038 | 790,126 | 641,584 | |
Non-current lease liabilities | $ 37,389,303 | $ 37,617,081 | $ 38,413,645 |
Leases - Schedule Maturity Op_2
Leases - Schedule Maturity Operating Lease Payments (Details) (Allied Integral United Inc) (10-K) - USD ($) | Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Less current portion | $ 148,000 | |||
Non-current lease liabilities | 4,000 | |||
Allied Integral United Inc [Member] | ||||
2021 | $ 4,026,961 | 3,934,567 | ||
2022 | 4,121,550 | 4,026,961 | ||
2023 | 4,218,384 | 4,121,550 | ||
2024 | 4,310,799 | 4,218,384 | ||
2025 | 4,439,167 | 4,310,799 | ||
Thereafter | 49,218,168 | |||
Total minimum lease payments | 68,877,518 | 69,830,429 | ||
Less: amounts representing interest | 30,544,177 | 31,423,222 | ||
Present value of future minimum lease payments | 38,333,341 | 38,407,207 | ||
Less current portion | 944,038 | 790,126 | 641,584 | |
Non-current lease liabilities | $ 37,389,303 | $ 37,617,081 | $ 38,413,645 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021USD ($)ft² | Mar. 28, 2020USD ($) | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
operating lease expense | $ 0 | ||||
Royalty expenses | $ 0 | $ 11,000 | $ 0 | $ 45,000 | $ 45,000 |
Minimum [Member] | |||||
Royalty payments percentage | 0.13% | ||||
Maximum [Member] | |||||
Royalty payments percentage | 2.50% | ||||
Licensing Agreements [Member] | Minimum [Member] | |||||
Royalty payments percentage | 0.13% | ||||
Licensing Agreements [Member] | Maximum [Member] | |||||
Royalty payments percentage | 2.50% | ||||
Austin, Texas [Member] | |||||
Area of land | ft² | 94,000 | 94,000 | |||
Operating lease expiration date | Mar. 31, 2020 | Mar. 31, 2020 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) (10-K) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021USD ($)ft² | Mar. 28, 2020USD ($) | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Rent expenses | $ 203,000 | $ 579,000 | $ 387,000 | ||
Royalty expenses | $ 0 | $ 11,000 | $ 0 | $ 45,000 | $ 45,000 |
Minimum [Member] | |||||
Royalty payments percentage | 0.13% | ||||
Maximum [Member] | |||||
Royalty payments percentage | 2.50% | ||||
Austin, Texas [Member] | |||||
Area of land | ft² | 94,000 | 94,000 | |||
Operating lease expiration date | Mar. 31, 2020 | Mar. 31, 2020 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (Allied Integral United Inc) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 03, 2021 | Dec. 31, 2018 | Sep. 30, 2018 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Allied Integral United Inc [Member] | |||||||
Revenues | $ 3,744,061 | $ 3,387,849 | $ 12,655,527 | $ 12,499,119 | |||
Judgment on damages amount | 2,801,365 | 2,801,365 | |||||
Contingencies amount | $ 605,653 | $ 585,000 | |||||
Percentage of fee payable | 2.00% | 2.00% | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Allied Integral United Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Franchise Fees [Member] | |||||||
Revenues | $ 0 | $ 105,069 | $ 67,375 | $ 521,967 | |||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Franchise Fees [Member] | Minimum [Member] | |||||||
Percentage of gross revenues | 2.00% | ||||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Franchise Fees [Member] | Maximum [Member] | |||||||
Percentage of gross revenues | 8.00% | ||||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Royalty Fee [Member] | |||||||
Percentage of gross revenues | 6.00% | 6.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Marketing Fee [Member] | |||||||
Percentage of gross revenues | 2.00% | 2.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Online Travel Agency Fees [Member] | Minimum [Member] | |||||||
Percentage of gross revenues | 11.00% | 11.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Online Travel Agency Fees [Member] | Maximum [Member] | |||||||
Percentage of gross revenues | 14.00% | 14.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Occupancy Fee [Member] | SeaWorld [Member] | |||||||
Percentage of gross revenues | 6.00% | 6.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Occupancy Fee [Member] | City of Buda [Member] | |||||||
Percentage of gross revenues | 6.00% | 6.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Count Fee [Member] | SeaWorld [Member] | |||||||
Percentage of gross revenues | 1.25% | 1.25% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | City Fee [Member] | City of Buda [Member] | |||||||
Percentage of gross revenues | 7.00% | 7.00% | |||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | |||||||
Preferred stock, par value | $ 10 | $ 10 | |||||
Warrant price per share | $ 10 | $ 10 | |||||
Commitment payable per month | $ 120,000 | $ 120,000 | |||||
Commitment payable amount | $ 600,000 | $ 600,000 | |||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 20 | $ 20 | |||||
Common stock price per share | $ 10 | $ 10 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) (Allied Integral United Inc) (10K) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 03, 2021 | Dec. 31, 2018 | Sep. 30, 2018 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Allied Integral United Inc [Member] | |||||||
Revenues | $ 3,744,061 | $ 3,387,849 | $ 12,655,527 | $ 12,499,119 | |||
Judgment on damages amount | 2,801,365 | 2,801,365 | |||||
Contingencies amount | $ 605,653 | $ 585,000 | |||||
Percentage of fee payable | 2.00% | 2.00% | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Allied Integral United Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Franchise Fees [Member] | |||||||
Revenues | $ 0 | $ 105,069 | $ 67,375 | $ 521,967 | |||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Franchise Fees [Member] | Minimum [Member] | |||||||
Percentage of gross revenues | 2.00% | ||||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Franchise Fees [Member] | Maximum [Member] | |||||||
Percentage of gross revenues | 8.00% | ||||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Royalty Fee [Member] | |||||||
Percentage of gross revenues | 6.00% | 6.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Marketing Fee [Member] | |||||||
Percentage of gross revenues | 2.00% | 2.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Online Travel Agency Fees [Member] | Minimum [Member] | |||||||
Percentage of gross revenues | 11.00% | 11.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Online Travel Agency Fees [Member] | Maximum [Member] | |||||||
Percentage of gross revenues | 14.00% | 14.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Occupancy Fee [Member] | SeaWorld [Member] | |||||||
Percentage of gross revenues | 6.00% | 6.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Occupancy Fee [Member] | City of Buda [Member] | |||||||
Percentage of gross revenues | 6.00% | 6.00% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | Count Fee [Member] | SeaWorld [Member] | |||||||
Percentage of gross revenues | 1.25% | 1.25% | |||||
Allied Integral United Inc [Member] | Wyndham Hotel Group [Member] | City Fee [Member] | City of Buda [Member] | |||||||
Percentage of gross revenues | 7.00% | 7.00% | |||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | |||||||
Preferred stock, par value | $ 10 | $ 10 | |||||
Warrant price per share | $ 10 | $ 10 | |||||
Commitment payable per month | $ 120,000 | $ 120,000 | |||||
Commitment payable amount | $ 600,000 | $ 600,000 | |||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 20 | $ 20 | |||||
Common stock price per share | $ 10 | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) (Allied Integral United Inc) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Due to related party | $ 500,000 | ||
Number of restricted stock shares awards during the period | 1,200,000 | 1,200,000 | |
Cibolo Creek Partners, LLC [Member] | |||
Due to related party | $ 614,804 | ||
Round Rock Development Partners, LP [Member] | |||
Due to related party | $ 500,000 | ||
DBC Strategy Partners, LLC [Member] | |||
Bookkeeping services fees | $ 5,350 | $ 7,250 | |
Number of restricted stock shares awards during the period | 5,000 | ||
Issuance price per share | $ 10 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (Allied Integral United Inc) (10K) - USD ($) | Mar. 09, 2018 | Dec. 31, 2020 | Oct. 31, 2019 | Apr. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt instrument converted into stock, shares | 182 | 182 | 182 | 53,382 | |||||
Number of shares issued | 15,810 | ||||||||
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | |||||||
Allied Integral United Inc [Member] | |||||||||
Due to related party | $ 500,000 | ||||||||
Number stock issued in exchange for indemnification settlement | 6,000 | ||||||||
Number of restricted stock shares awards during the period | 1,200,000 | 1,200,000 | |||||||
Number of shares issued | 10,000 | ||||||||
Number of stock issued during the period | $ 400,000 | $ 100 | |||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | |||||||||
Repayment of debt | $ 175,000 | ||||||||
Debt instrument converted into stock | $ 325,000 | ||||||||
Debt instrument converted into stock, shares | 32,500 | ||||||||
Number of shares issued | 320,657 | ||||||||
Number of stock issued during the period | $ 257,000 | ||||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | Series I 10.25% Cumulative Convertible Preferred Stock [Member] | |||||||||
Number of shares issued | 20,158 | ||||||||
Number of stock issued during the period | $ 201,576 | ||||||||
Allied Integral United Inc [Member] | Gadsden Growth Properties, Inc [Member] | |||||||||
Payment of public offering expenses | $ 296,000 | ||||||||
Allied Integral United Inc [Member] | DBC Strategy Partners, LLC [Member] | |||||||||
Bookkeeping services fees | $ 5,350 | $ 7,250 | |||||||
Number of restricted stock shares awards during the period | 5,000 | ||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Limited Partnership Interest [Member] | |||||||||
Number of shares issued | 20,000 | 41,317 | 25,700 | 99,038 | 499,682 | ||||
Number of stock issued during the period | $ 200,000 | $ 413,167 | $ 257,000 | $ 990,387 | $ 4,996,827 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) (Allied Integral United Inc) - USD ($) | Mar. 11, 2021 | Mar. 10, 2021 | Jul. 12, 2019 | May 31, 2021 | Apr. 03, 2021 | Mar. 31, 2021 | Mar. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Proceeds from debt | $ 468,000 | ||||||||||
Allied Integral United Inc [Member] | Commercial Real Estate Property, San Antonio [Member] | |||||||||||
Proceeds from sale of property | $ 13,300,000 | $ 2,500,000 | 13,300,000 | 2,500,000 | |||||||
Allied Integral United Inc [Member] | Commercial Real Estate Property, San Antonio & Texas [Member] | |||||||||||
Proceeds from sale of property | 700,000 | $ 700,000 | |||||||||
Income taxes of discontinued operations | $ 144,643 | ||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | |||||||||||
Proceeds from debt | $ 300,000 | $ 300,000 | |||||||||
Fees | $ 150,000 | ||||||||||
Debt instrument maturity date | Aug. 1, 2020 | ||||||||||
Allied Integral United Inc [Member] | SeaWorld Hotel Note [Member] | Subsequent Event [Member] | |||||||||||
Proceeds from sale of property | $ 216,000 | ||||||||||
Proceeds from debt | $ 300,000 | ||||||||||
Income taxes of discontinued operations | $ 82,500 | $ 20,000 | |||||||||
Debt instrument maturity date | Jan. 31, 2022 | ||||||||||
SeaWorld Forbearance Agreement [Member] | Pender Capital Asset Based Lending Fund I, L.P [Member] | |||||||||||
Proceeds from sale of property | $ 300,000 | ||||||||||
SeaWorld Forbearance Agreement [Member] | Pender Capital Asset Based Lending Fund I, L.P [Member] | Lender [Member] | |||||||||||
Proceeds from sale of property | $ 150,000 |
Discontinued Operations (Deta_2
Discontinued Operations (Details Narrative) (Allied Integral United Inc) (10-K) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commercial Real Estate Property, San Antonio [Member] | ||||
Proceeds from sale of property | $ 13,300,000 | $ 2,500,000 | $ 13,300,000 | $ 2,500,000 |
Commercial Real Estate Property, San Antonio & Texas [Member] | ||||
Proceeds from sale of property | $ 700,000 | $ 700,000 | ||
Discontinued operations fees related sales | 673,088 | |||
Income taxes of discontinued operations | 144,643 | |||
Commercial Real Estate Property, Round Rock, Texas [Member] | ||||
Discontinued operations fees related sales | 147,672 | |||
Income taxes of discontinued operations | $ 526,652 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Sale of Assets (Details) (Allied Integral United Inc) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract sales price | $ 16,500,000 | $ 16,500,000 | $ 15,300,000 |
Fees | (1,595,355) | (1,595,355) | |
Seller buildout obligation | (856,085) | (856,085) | |
Net book value of assets | 9,030,338 | 9,030,338 | 12,653,155 |
Gain/(Loss) on Sale of Assets | 5,018,222 | 5,018,222 | 2,646,845 |
Commercial Property #1 [Member] | |||
Contract sales price | 13,300,000 | 13,300,000 | 7,000,000 |
Fees | (1,461,312) | (1,461,312) | |
Seller buildout obligation | (856,085) | (856,085) | |
Net book value of assets | 6,425,983 | 6,425,983 | 5,215,542 |
Gain/(Loss) on Sale of Assets | 4,556,620 | 4,556,620 | 1,784,458 |
Hotel Property [Member] | |||
Contract sales price | 2,500,000 | 2,500,000 | 4,800,000 |
Fees | (134,043) | (134,043) | |
Seller buildout obligation | |||
Net book value of assets | 1,981,889 | 1,981,889 | 4,971,062 |
Gain/(Loss) on Sale of Assets | 384,068 | 384,068 | (171,062) |
Parcel - Commercial Property #2 [Member] | |||
Contract sales price | 700,000 | 700,000 | 3,500,000 |
Fees | |||
Seller buildout obligation | |||
Net book value of assets | 622,466 | 622,466 | 2,466,551 |
Gain/(Loss) on Sale of Assets | $ 77,534 | $ 77,534 | $ 1,033,449 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Sale of Assets (Details) (Allied Integral United Inc) (10-K) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract sales price | $ 16,500,000 | $ 16,500,000 | $ 15,300,000 |
Fees | (1,595,355) | (1,595,355) | |
Seller buildout obligation | (856,085) | (856,085) | |
Net book value of assets | 9,030,338 | 9,030,338 | 12,653,155 |
Gain/(Loss) on Sale of Assets | 5,018,222 | 5,018,222 | 2,646,845 |
Loss on Extinguishment of Debt | (605,660) | ||
Total P&L Impact | 2,041,185 | ||
Commercial Property #1 [Member] | |||
Contract sales price | 13,300,000 | 13,300,000 | 7,000,000 |
Fees | (1,461,312) | (1,461,312) | |
Seller buildout obligation | (856,085) | (856,085) | |
Net book value of assets | 6,425,983 | 6,425,983 | 5,215,542 |
Gain/(Loss) on Sale of Assets | 4,556,620 | 4,556,620 | 1,784,458 |
Loss on Extinguishment of Debt | (446,064) | ||
Total P&L Impact | 1,338,394 | ||
Hotel Property [Member] | |||
Contract sales price | 2,500,000 | 2,500,000 | 4,800,000 |
Fees | (134,043) | (134,043) | |
Seller buildout obligation | |||
Net book value of assets | 1,981,889 | 1,981,889 | 4,971,062 |
Gain/(Loss) on Sale of Assets | 384,068 | 384,068 | (171,062) |
Loss on Extinguishment of Debt | |||
Total P&L Impact | (171,062) | ||
Parcel - Commercial Property #2 [Member] | |||
Contract sales price | 700,000 | 700,000 | 3,500,000 |
Fees | |||
Seller buildout obligation | |||
Net book value of assets | 622,466 | 622,466 | 2,466,551 |
Gain/(Loss) on Sale of Assets | $ 77,534 | $ 77,534 | 1,033,449 |
Loss on Extinguishment of Debt | (159,596) | ||
Total P&L Impact | $ 873,853 |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of Discontinued Operations Consolidated Balance Sheets (Details) (Allied Integral United Inc) - Allied Integral United Inc [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $ 206,539 | $ 343,044 | $ 570,284 |
Restricted cash | 8,201 | 1,477,871 | |
Accounts receivable | 100 | 18,421 | 53,934 |
Prepaid expenses | 77,204 | 23,641 | 54,665 |
Total current assets | 283,843 | 393,307 | 2,156,754 |
Investments in non-consolidated entities | 77,056 | 77,056 | 77,057 |
Note receivables | 6,323 | 6,323 | 6,323 |
Real estate, property and equipment, net | 5,362,836 | 8,312,836 | 19,740,288 |
Total long-term assets held for sale | 5,446,214 | 8,396,215 | 20,142,668 |
TOTAL ASSETS | 5,730,058 | 8,789,522 | 22,299,422 |
Accounts payable | 699 | 66,650 | 1,757,761 |
Accrued expenses | 855,392 | 1,031,583 | 1,752,400 |
Accrued interest | 133,171 | 133,171 | 26,625 |
Current portion of long-term debt | 1,758,223 | 4,107,599 | 3,166,978 |
Total current liabilities | 2,747,484 | 5,339,003 | 6,789,459 |
Note payable | 530,596 | 784,945 | 1,326,144 |
Long-term debt, less current portion | 4,883,682 | 5,121,760 | 16,242,029 |
Total long-term liabilities held for sale | 5,414,278 | 5,906,804 | 17,563,222 |
TOTAL LIABILITIES | $ 8,161,763 | $ 11,245,708 | $ 24,352,680 |
Discontinued Operations - Sch_4
Discontinued Operations - Schedule of Discontinued Operations Consolidated Balance Sheets (Details) (Allied Integral United Inc) (10-K) - Allied Integral United Inc [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $ 206,539 | $ 343,044 | $ 570,284 |
Restricted cash | 8,201 | 1,477,871 | |
Accounts receivable | 100 | 18,421 | 53,934 |
Prepaid expenses | 77,204 | 23,641 | 54,665 |
Total current assets | 283,843 | 393,307 | 2,156,754 |
Investments in non-consolidated entities | 77,056 | 77,056 | 77,057 |
Note Receivables | 6,323 | 6,323 | 6,323 |
Real estate, property and equipment, net | 5,362,836 | 8,312,836 | 19,740,288 |
Other non-current assets | 319,000 | ||
Total long-term assets held for sale | 5,446,214 | 8,396,215 | 20,142,668 |
TOTAL ASSETS | 5,730,058 | 8,789,522 | 22,299,422 |
Accounts payable | 699 | 66,650 | 1,757,761 |
Accrued expenses | 855,392 | 1,031,583 | 1,752,400 |
Accrued interest | 133,171 | 133,171 | 26,625 |
Current portion of long-term debt | 1,758,223 | 4,107,599 | 3,166,978 |
Other current liabilities | 85,695 | ||
Total current liabilities | 2,747,484 | 5,339,003 | 6,789,459 |
Note payable | 530,596 | 784,945 | 1,326,144 |
Deferred loan fees, net of amortization | (4,952) | ||
Long-term debt, less current portion | 4,883,682 | 5,121,760 | 16,242,029 |
Total long-term liabilities held for sale | 5,414,278 | 5,906,804 | 17,563,222 |
TOTAL LIABILITIES | $ 8,161,763 | $ 11,245,708 | $ 24,352,680 |
Discontinued Operations - Sch_5
Discontinued Operations - Schedule of Discontinued Operations Consolidated Income Statements (Details) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues, net | $ 20,867 | $ 572,232 | $ 573,825 | $ 5,674,026 |
Operating expenses | 43,328 | 376,244 | 598,995 | 3,770,306 |
General and administrative expenses | 268,646 | 800,477 | 1,487,515 | 1,565,391 |
Total operating expenses | 311,974 | 1,176,721 | 4,483,624 | 5,335,697 |
(Loss) income from operations | (291,107) | (604,489) | (3,909,799) | 338,329 |
Interest expense | 23,825 | 312,346 | 696,431 | 1,825,796 |
Gain/(loss) on disposal of assets | 15,000 | (5,018,222) | (5,018,222) | (2,646,845) |
Other expenses | (17,920) | 242,682 | ||
Total (income)/loss | 20,905 | (4,463,194) | (5,025,340) | (1,443,521) |
Net income/ (loss) | (312,012) | 3,858,705 | 1,115,540 | 1,781,851 |
Hotel Room and Other [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues, net | 377,073 | 353,437 | 3,367,517 | |
Commercial Property Rental [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues, net | $ 20,867 | $ 195,159 | $ 220,388 | $ 2,306,509 |
Discontinued Operations - Sch_6
Discontinued Operations - Schedule of Discontinued Operations Consolidated Income Statements (Details) (10-K) - Allied Integral United Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues, net | $ 20,867 | $ 572,232 | $ 573,825 | $ 5,674,026 |
Operating expenses | 43,328 | 376,244 | 598,995 | 3,770,306 |
Impairment | 2,397,114 | |||
General and administrative | 268,646 | 800,477 | 1,487,515 | 1,565,391 |
Total operating expenses | 311,974 | 1,176,721 | 4,483,624 | 5,335,697 |
(Loss) income from operations | (291,107) | (604,489) | (3,909,799) | 338,329 |
Interest expense | 23,825 | 312,346 | 696,431 | 1,825,796 |
Gain on disposal of assets | 15,000 | (5,018,222) | (5,018,222) | (2,646,845) |
Equity income from investees, net of applicable taxes | (402,976) | (1,228,133) | ||
Loss on debt extinguishment | 605,660 | |||
Other expenses | (300,572) | |||
Total income | 20,905 | (4,463,194) | (5,025,340) | (1,443,521) |
Net income | (312,012) | 3,858,705 | 1,115,540 | 1,781,851 |
Hotel Room and Other [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues, net | 377,073 | 353,437 | 3,367,517 | |
Commercial Property Rental [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues, net | $ 20,867 | $ 195,159 | $ 220,388 | $ 2,306,509 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - shares | 3 Months Ended | 12 Months Ended | ||
Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic and diluted income (loss) per share attributable to Allied Integral United, Inc | ||||
Convertible into shares of common stock | 182 | 182 | 182 | 53,382 |
Loss Per Share (Details Narra_2
Loss Per Share (Details Narrative) (10-K) - shares | 3 Months Ended | 12 Months Ended | ||
Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic and diluted income (loss) per share attributable to Allied Integral United, Inc | ||||
Convertible into shares of common stock | 182 | 182 | 182 | 53,382 |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Shares Computation of Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 631,772 | 1,074,993 | 631,784 | 1,631,881 | 393,916 |
Outstanding Stock Options [Member] | |||||
Total | 7,851 | 12,141 | 7,863 | 13,725 | 14,032 |
Unvested Restricted Stock Awards [Member] | |||||
Total | 33 | 33 | 200 | ||
Outstanding Warrants [Member] | |||||
Total | 623,921 | 1,062,819 | 623,921 | 1,618,123 | 379,684 |
Loss Per Share - Schedule of _2
Loss Per Share - Schedule of Antidilutive Shares Computation of Earnings (Loss) Per Share (Details) (10-K) - shares | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 631,772 | 1,074,993 | 631,784 | 1,631,881 | 393,916 |
Outstanding Stock Options [Member] | |||||
Total | 7,851 | 12,141 | 7,863 | 13,725 | 14,032 |
Unvested Restricted Stock Awards [Member] | |||||
Total | 33 | 33 | 200 | ||
Outstanding Warrants [Member] | |||||
Total | 623,921 | 1,062,819 | 623,921 | 1,618,123 | 379,684 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Anti-Dilutive for Calculating Diluted EPS (Details) (Allied Integral United Inc) - shares | 3 Months Ended | 12 Months Ended | ||||||
Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 631,772 | 1,074,993 | 631,784 | 1,631,881 | 393,916 | |||
Allied Integral United Inc [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | [1] | 11,671,798 | 10,139,583 | 11,372,056 | 9,831,204 | |||
Allied Integral United Inc [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 9,351,043 | 8,803,410 | 9,213,705 | 8,666,481 | ||||
Allied Integral United Inc [Member] | Series I 10.25% Cumulative Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 498,478 | 142,139 | 460,393 | 87,005 | ||||
Allied Integral United Inc [Member] | Limited Partnership Units [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 714,381 | 535,851 | 657,079 | 500,035 | ||||
Allied Integral United Inc [Member] | Warrant [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 1,107,896 | 658,183 | 1,040,879 | 577,683 | ||||
[1] | There are 1,200,000 common stock shares that are contingent on certain financial transactions |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Anti-Dilutive for Calculating Diluted EPS (Details) (Allied Integral United Inc) (Parenthetical) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allied Integral United Inc [Member] | ||||
Common stock shares contingent | 1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 |
Earnings Per Share - Schedule_3
Earnings Per Share - Schedule of Anti-Dilutive for Calculating Diluted EPS (Details) (Allied Integral United Inc) (10K) - shares | 3 Months Ended | 12 Months Ended | ||||||
Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 631,772 | 1,074,993 | 631,784 | 1,631,881 | 393,916 | |||
Allied Integral United Inc [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | [1] | 11,671,798 | 10,139,583 | 11,372,056 | 9,831,204 | |||
Allied Integral United Inc [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 9,351,043 | 8,803,410 | 9,213,705 | 8,666,481 | ||||
Allied Integral United Inc [Member] | Series I 10.25% Cumulative Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 498,478 | 142,139 | 460,393 | 87,005 | ||||
Allied Integral United Inc [Member] | Limited Partnership Units [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 714,381 | 535,851 | 657,079 | 500,035 | ||||
Allied Integral United Inc [Member] | Warrant [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total participating securities | 1,107,896 | 658,183 | 1,040,879 | 577,683 | ||||
[1] | There are 1,200,000 common stock shares that are contingent on certain financial transactions |
Earnings Per Share - Schedule_4
Earnings Per Share - Schedule of Anti-Dilutive for Calculating Diluted EPS (Details) (Allied Integral United Inc) (10K) (Parenthetical) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allied Integral United Inc [Member] | ||||
Common stock shares contingent | 1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 |
Details of Certain Financial _3
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2021 | Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Long term debt | $ 468,000 | ||||
Depreciation expense | 0 | $ 27,000 | |||
Amortization expense | $ 0 | $ 11,000 | |||
Paycheck Protection Program Loan [Member] | CARES Act [Member] | |||||
Proceeds from loans | $ 468,000 | ||||
Debt instrument interest rate | 1.00% | ||||
Repayment of loan | |||||
Long term debt | $ 468,000 |
Details of Certain Financial _4
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation and amortization expense | $ 38,000 | $ 820,000 | $ 1,015,000 | ||
Amortization expense | $ 11,000 | $ 45,000 | $ 43,000 | ||
Subsequent Event [Member] | |||||
Amortization expense | $ 0 | $ 0 |
Details of Certain Financial _5
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Accounts Receivable (Details) (10-K) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Text Block [Abstract] | |||
Accounts receivable-trade | $ 347,000 | ||
Less: allowance for doubtful accounts | (3,000) | ||
Accounts receivable, net | $ 344,000 |
Details of Certain Financial _6
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Inventories (Details) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Text Block [Abstract] | |||
Work-in-process | $ 68,000 | $ 68,000 | $ 111,000 |
Inventories, net | $ 68,000 | $ 68,000 | $ 263,000 |
Details of Certain Financial _7
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Inventories (Details) (10-K) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Text Block [Abstract] | |||
Raw materials | $ 152,000 | ||
Reserve for raw materials | |||
Work-in-process | $ 68,000 | 68,000 | 111,000 |
Reserve for work-in-process | |||
Finished goods | |||
Reserve for finished goods | |||
Inventories, net | $ 68,000 | $ 68,000 | $ 263,000 |
Details of Certain Financial _8
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Property and Equipment (Details) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and Equipment, Gross | $ 316,000 | $ 13,181,000 | |
Less: accumulated depreciation and amortization | 316,000 | (316,000) | |
Property and equipment, net | 233,000 | ||
Equipment [Member] | |||
Property and Equipment, Gross | $ 316,000 | $ 316,000 | $ 11,911,000 |
Details of Certain Financial _9
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Property and Equipment (Details) (10-K) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and Equipment, Gross | $ 316,000 | $ 13,181,000 | |
Less: accumulated depreciation and amortization | (316,000) | (12,948,000) | |
Property and equipment, net | 233,000 | ||
Equipment [Member] | |||
Property and Equipment, Gross | $ 316,000 | 316,000 | 11,911,000 |
Leasehold Improvements [Member] | |||
Property and Equipment, Gross | 1,065,000 | ||
Furniture and Fixtures [Member] | |||
Property and Equipment, Gross | $ 205,000 |
Details of Certain Financial_10
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Patents and Licenses (Details) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Patents gross | |||
Less accumulated amortization | (278,000) | (278,000) | |
Patents and licenses, net | $ 641,000 | ||
Patents Issued [Member] | |||
Patents gross | $ 278,000 | 278,000 | 1,712,000 |
Less accumulated amortization | (278,000) | (1,071,000) | |
Patents and licenses, net | $ 641,000 |
Details of Certain Financial_11
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Patents and Licenses (Details) (10-K) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Patents gross | |||
Less accumulated amortization | (278,000) | (278,000) | |
Patents and licenses, net | $ 641,000 | ||
Patents Pending [Member] | |||
Patents gross | |||
Patents Issued [Member] | |||
Patents gross | $ 278,000 | 278,000 | 1,712,000 |
Less accumulated amortization | (278,000) | (1,071,000) | |
Patents and licenses, net | $ 641,000 |
Details of Certain Financial_12
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Accrued Expenses and Other Long Term Liabilities (Details) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Text Block [Abstract] | |||
Salaries Payable | $ 30,000 | $ 10,000 | $ 23,000 |
Compensated absences | 125,000 | 211,000 | |
Total | 30,000 | 135,000 | 452,000 |
Less current portion | (30,000) | (135,000) | (440,000) |
Long term portion | $ 12,000 |
Details of Certain Financial_13
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Components of Accrued Expenses and Other Long Term Liabilities (Details) (10-K) - USD ($) | Apr. 03, 2021 | Dec. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Text Block [Abstract] | ||||||
Salaries payable | $ 30,000 | $ 10,000 | $ 23,000 | |||
Compensated absences | 125,000 | 211,000 | ||||
Compensation related | 4,000 | |||||
Warranty reserve | $ 8,000 | 8,000 | $ 8,000 | $ 8,000 | ||
Operating lease | 152,000 | |||||
Other | 54,000 | |||||
Total | 30,000 | 135,000 | 452,000 | |||
Less current portion | (30,000) | (135,000) | (440,000) | |||
Long term portion | $ 12,000 |
Details of Certain Financial_14
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Warranty Reserve Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | |||||
Beginning balance | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | |
Additions | |||||
Deductions | 8,000 | ||||
Ending balance | $ 8,000 | $ 8,000 | $ 8,000 |
Details of Certain Financial_15
Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities - Schedule of Warranty Reserve Activity (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 03, 2021 | Mar. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | |||||
Beginning balance | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | |
Additions | |||||
Deductions | 8,000 | ||||
Ending balance | $ 8,000 | $ 8,000 | $ 8,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Merger Agreement [Member] | May 14, 2021 |
Clearday Inc [Member] | |
Business acquisition description | Clearday was incorporated on December 20, 2017 and commenced its business on December 31, 2018 when it acquired private funds that engaged in several businesses that have been conducted for the prior 15 years. Since December 2018, |
Company's Stockholders [Member] | |
Equity ownership percentage | 96.35% |
Clearday Stockholders [Member] | |
Equity ownership percentage | 3.65% |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Feb. 26, 2021USD ($) |
Subsequent Event [Member] | Paycheck Protection Plan Loan [Member] | |
Proceeds from loans receivable | $ 468,040 |
Subsequent Events (Details Na_3
Subsequent Events (Details Narrative) (Allied Integral United Inc) - USD ($) | May 28, 2021 | Mar. 09, 2018 | Apr. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares issued | 15,810 | ||||||||
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | |||||||
Warrants issued to purchase of stock | 15,810 | ||||||||
Allied Integral United Inc [Member] | |||||||||
Number of shares issued | 10,000 | ||||||||
Number of stock issued during the period | $ 400,000 | $ 100 | |||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | |||||||||
Number of shares issued | 320,657 | ||||||||
Number of stock issued during the period | $ 257,000 | ||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Limited Partnership Interest [Member] | |||||||||
Number of shares issued | 20,000 | 41,317 | 25,700 | 99,038 | 499,682 | ||||
Number of stock issued during the period | $ 200,000 | $ 413,167 | $ 257,000 | $ 990,387 | $ 4,996,827 | ||||
Warrants issued to purchase of stock | 640,038 | 463,196 | |||||||
Allied Integral United Inc [Member] | Series I Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||
Warrants issued to purchase of stock | 467,858 | 577,683 | |||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | |||||||||
Employee retention tax credit recieved | $ 885,852 | ||||||||
Tax credit description | The amount received is equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. | ||||||||
Cash purchase price, value | $ 300,000 | ||||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Limited Partnership Interest [Member] | |||||||||
Number of shares issued | 20,000 | 41,317 | |||||||
Number of stock issued during the period | $ 200,000 | $ 413,167 | |||||||
Warrants issued to purchase of stock | 20,000 | 41,317 | |||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | Series I Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||
Number of shares issued | 4,000 | 25,700 | |||||||
Number of stock issued during the period | $ 40,000 | $ 25,700 | |||||||
Warrants issued to purchase of stock | 4,000 | 25,700 |
Subsequent Events (Details Na_4
Subsequent Events (Details Narrative) (Allied Integral United Inc) (10-K) - USD ($) | Jan. 03, 2021 | Mar. 09, 2018 | Apr. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 03, 2021 | Sep. 09, 2020 | Sep. 30, 2018 |
Number of shares issued | 15,810 | ||||||||||||
Number of stock issued during the period | $ 3,801,000 | $ 9,680,000 | |||||||||||
Warrants issued to purchase of stock | 15,810 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Number restricted common stock shares vest immediately | 33 | ||||||||||||
Allied Integral United Inc [Member] | |||||||||||||
Number of shares issued | 10,000 | ||||||||||||
Number of stock issued during the period | $ 400,000 | $ 100 | |||||||||||
Number of restricted stock shares awards during the period | 1,200,000 | 1,200,000 | |||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Proceeds from loans | $ 2,345,179 | $ 35,032 | $ 1,802,957 | $ 3,322,985 | |||||||||
Allied Integral United Inc [Member] | AIU Alt Care, Inc [Member] | |||||||||||||
Number of shares issued | 320,657 | ||||||||||||
Number of stock issued during the period | $ 257,000 | ||||||||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Limited Partnership Interest [Member] | |||||||||||||
Number of shares issued | 20,000 | 41,317 | 25,700 | 99,038 | 499,682 | ||||||||
Number of stock issued during the period | $ 200,000 | $ 413,167 | $ 257,000 | $ 990,387 | $ 4,996,827 | ||||||||
Warrants issued to purchase of stock | 640,038 | 463,196 | |||||||||||
Allied Integral United Inc [Member] | Series I Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||||||
Warrants issued to purchase of stock | 467,858 | 577,683 | |||||||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | Paycheck Protection Plan Loan [Member] | |||||||||||||
Proceeds from loans | $ 331,816 | ||||||||||||
Debt maturity date | Apr. 30, 2026 | ||||||||||||
Debt fixed interest rate | 1.00% | ||||||||||||
Percentage of loan forgiveness | 60.00% | ||||||||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | Restricted Stock [Member] | |||||||||||||
Number restricted common stock shares vest immediately | 57,000 | ||||||||||||
Number restricted common stock shares vest price per share | $ 10 | ||||||||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | Employee [Member] | |||||||||||||
Number of restricted stock shares awards during the period | 57,000 | ||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Limited Partnership Interest [Member] | |||||||||||||
Number of shares issued | 20,000 | 41,317 | |||||||||||
Number of stock issued during the period | $ 200,000 | $ 413,167 | |||||||||||
Warrants issued to purchase of stock | 20,000 | 41,317 | |||||||||||
Subsequent Event [Member] | Allied Integral United Inc [Member] | Series I Preferred Stock [Member] | AIU Alt Care, Inc [Member] | |||||||||||||
Number of shares issued | 4,000 | 25,700 | |||||||||||
Number of stock issued during the period | $ 40,000 | $ 25,700 | |||||||||||
Warrants issued to purchase of stock | 4,000 | 25,700 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Uncollectible Accounts [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | $ 3,000 | $ 3,000 | $ 3,000 |
Additions Charged to Costs & Expenses | |||
Additions Charged to Other Accounts | |||
Deductions | 3,000 | ||
Ending Balance | 3,000 | 3,000 | |
Reserve for Inventory Obsolescence [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | |||
Additions Charged to Costs & Expenses | |||
Additions Charged to Other Accounts | |||
Deductions | |||
Ending Balance | |||
Reserve for Warranty [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 8,000 | 8,000 | 8,000 |
Additions Charged to Costs & Expenses | |||
Additions Charged to Other Accounts | |||
Deductions | 8,000 | ||
Ending Balance | 8,000 | 8,000 | |
Deferred Tax Asset Valuation Allowance [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 4,872,000 | 5,686,000 | 3,906,000 |
Additions Charged to Costs & Expenses | |||
Additions Charged to Other Accounts | 1,780,000 | ||
Deductions | (1,705,000) | (814,000) | |
Ending Balance | $ 3,167,000 | $ 4,872,000 | $ 5,686,000 |