1. Basis of Presentation and Recent Accounting Policies and Pronouncements | 9 Months Ended |
Mar. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation and Recent Accounting Policies and Pronouncements | ' |
Recent Business Development |
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Alanco Technologies, Inc. – During the current quarter, the Company reported the March 8, 2014 death of Robert Kauffman, Alanco President, CEO and Chairman of the Board. Mr. Kauffman had been President, CEO and Chairman of the Board of Alanco since August 1998 and will be missed both as a leader and a friend. |
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On March 14, 2014, the Company’s Board of Directors appointed John A. Carlson to serve as President and Chief Executive Officer. Mr. Carlson joined the Company in September 1998 holding the positions of Chief Financial Officer and Executive Vice President and was elected to the Board of Directors in 1999. The Board also appointed Danielle Haney as Chief Financial Officer. Ms. Haney joined the Company in September 2001 and has most recently served as Corporate Controller and Corporate Secretary. Ms. Haney will continue to serve as Corporate Secretary. The Board has delayed action regarding the nomination or naming of a successor director. |
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Background information on the creation of Alanco Energy Services, Inc. |
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Alanco Energy Services, Inc. – In April 2012, Alanco Energy Services, Inc. (“AES”), a wholly-owned subsidiary of the Company, executed an agreement with TC Operating, LLC (“TCO”) of Grand Junction, CO to transfer a land lease for approximately 24 acres near Grand Junction, CO (“Deer Creek site”) and all related assets to AES with the intent for AES to construct facilities for the treatment and disposal of large quantities of produced water generated by oil and natural gas producers in Western Colorado. The site was chosen due to its unique ability to meet stringent government requirements for disposal of the high saline water produced as a by-product of oil and gas production, and termed “produced water”. The agreement included the transfer of all related tangible and intangible assets as well as Federal, State and County permits (issued or in process) required to construct and operate the facilities. Subsequent to the TCO agreement, AES renegotiated an amended lease that became effective on May 1, 2012. The terms of the amended lease requires minimum monthly lease payments plus additional rent based upon quantities of produced water received at the site. In addition, under the TCO agreement, TCO can earn additional payments based upon a percentage of the net cumulative EBITDA (net of all related AES capital investments) over a period of approximately 10 years (contingent purchase price obligation), starting January 1, 2014. Under certain circumstances, the acreage covered by the lease may be expanded by up to 50 acres to allow for additional expansion at the site. See Note H – Contingent Payments for additional discussion of the earn-out. |
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AES also purchased a 160 acre site near Grand Junction, CO (“Indian Mesa site”), for additional expansion of the disposal facility. As consideration for the land purchase, AES paid $500,000 at the April 13, 2012 closing and assumed a non-interest bearing, secured, $200,000 note which was paid on its November 15, 2012 due date. AES has also agreed to contingent quarterly earn-out payments to Deer Creek Disposal, previous owner of Indian Mesa, up to a maximum total of $800,000, generally determined as 10% of quarterly revenues in excess of operating expenses, not to exceed $200,000 for any calendar quarter (contingent land payment). See Note H – Contingent Payments for additional discussion of the contingent land payment. |
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Related to the treatment and disposal facilities, in fiscal year 2012 AES entered into a management agreement with TCO to manage the project for a monthly management fee of $10,000 initially and $20,000 after final permits for the Deer Creek operation are obtained. The management agreement expired in January 2013 and is continuing on a month to month basis. During the nine months ended March 31, 2014, the Company paid TCO $161,900 under the management agreement. In addition, Tom Pool, Manager of TCO, was issued 10,000 shares of Alanco Common Stock in March 2014 valued at $3,900 and TCO earned an additional variable fee of approximately $4,000 for March 2014 revenues which was paid in April 2014. Refer to the Company’s Form 10-K for the fiscal year ended June 30, 2013 for additional discussion about the TCO management agreement. |
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Current Status of Deer Creek facility |
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The Deer Creek produced water disposal facility, located near Grand Junction, CO, became operational in August 2012 with annual evaporative capacity of approximately 300,000 barrels, providing Piceance Basin producers with significant transportation cost savings compared to alternative water disposal sites. In November 2013, the facility received approval from the Mesa County Board of Commissioners allowing 24 hours a day, seven days per week operations. The facility had previously been restricted to daylight hours Monday through Saturday. |
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Current status of Indian Mesa facility |
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The permitting process for the Indian Mesa facility, located approximately 4 miles North West of the Deer Creek site, has been in process for a number of years and in December 2013 the Company announced the Mesa Colorado County Board of Commissioners unanimously approved a proposal for Alanco Energy Services, Inc. to construct and operate on its 160 acre Indian Mesa site an 80 acre, 3 million cubic yard capacity, landfill for disposal of solid oil and gas (O&G) waste, such as drill cuttings, tank bottoms, sock filters, etc. The landfill approval also allows for disposal of Naturally-Occurring Radioactive Material (NORM) contaminated O&G wastes, including both solids and produced water. This new County landfill approval is in the form of an amendment to AES’s initial Indian Mesa permit issued in 2010 approving produced water disposal utilizing evaporations ponds. |
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AES expects within the next few weeks, final construction approval from the Colorado Department of Public Health and Environment (CDPHE) for Indian Mesa’s produced water disposal ponds, which will consist of 12 ponds on the north 80 acres of the 160 acre site with an annual evaporative capacity in excess of 1 million barrels of produced water. Complete build-out of the Indian Mesa facility, including both landfill and evaporative ponds, would result in a unique Western Colorado “one stop shop” for all O&G waste products, including NORM contaminated waste streams. |
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Basis of Presentation |
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The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In our opinion, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair presentation of such condensed consolidated financial statements. Such necessary adjustments consist of normal recurring items and the elimination of all significant intercompany balances and transactions. |
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These interim condensed consolidated financial statements should be read in conjunction with the Company’s June 30, 2013 Annual Report filed on Form 10-K. Interim results are not necessarily indicative of results for a full year. |
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The preparation of financial statements in conformity with GAAP requires management 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 period. Actual results could differ from these estimates. |
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Fair Value of Assets and Liabilities – The estimated fair values for assets and liabilities are determined at discrete points in time based on relevant information. The Accounting Standards Codification (“ASC”) prioritizes inputs used in measuring fair value into a hierarchy of three levels: Level 1 – unadjusted quoted prices for identical assets or liabilities traded in active markets, Level 2 – observable inputs other than quoted prices included within Level 1 such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and Level 3 – unobservable inputs in which little or no market activity exists that are significant to the fair value of the assets or liabilities, therefore requiring an entity to develop its own assumptions that market participants would use in pricing. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of receivables, prepaid expenses, accounts payable, and accrued liabilities approximate fair value given their short-term nature, which represent Level 3 input levels. |
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The following are the classes of assets and liabilities measured at fair value on a recurring basis at March 31, 2014, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): |
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| | Level 1: | | | | | | |
| | Quoted Prices | | Level 2: | | | | |
| | in active | | Significant | | Level 3: | | Total |
| | Markets | | Other | | Significant | | at |
| | for Identical | | Observable | | Unobservable | | March 31, |
| | Assets | | Inputs | | Inputs | | 2014 |
Marketable Securities | | $ | 650,800 | | | $ | - | | | $ | - | | | $ | 650,800 | |
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Asset Retirement Obligation | | | - | | | | - | | | | 417,400 | | | | 417,400 | |
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Contigent Land Payment | | | - | | | | - | | | | 655,500 | | | | 655,500 | |
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Contingent Purchase Price | | | - | | | | - | | | | 524,300 | | | | 524,300 | |
| | $ | 650,800 | | | $ | - | | | $ | 1,597,200 | | | $ | 2,248,000 | |
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Fair Value of Marketable Securities– The estimated fair values of Marketable Securities are determined at discrete points in time based on relevant market information. The Marketable Securities are comprised entirely of ORBCOMM Inc. (“ORBCOMM”) common shares (NASDAQ:ORBC) registered under a currently effective ORBCOMM Form S-3 registration statement. Under the terms of the Agreement, the Company is limited to selling up to 279,600 shares per month. Additionally, 166,611 shares of the ORBCOMM stock were previously held in a Product Warranty Escrow account. These shares were released on February 24, 2014 pursuant to a settlement agreement as discussed further in Note J. These sale restrictions are why the fair value measurement of Marketable Securities, prior to February 24, 2014, was based on quoted prices for similar assets in active markets that are directly observable and thus represented a Level 2 fair value measurement. However, management did not believe the restriction would interfere with any plans to market their stock holdings. As such, the trading price was used as fair value with no further adjustment. As of February 24, 2014, these sales restrictions no longer existed. As such, the fair value measurement after February 24, 2014 is based on unadjusted quoted prices for identical assets in active markets and thus represents a Level 1 fair value measurement. There was no change to the fair value of the shares held prior to February 24, 2014 since the trading price previously used was also fair value with no further adjustment. The remaining shares will be revalued at the end of each reporting period with per share market value fluctuations reported as Comprehensive Income (Loss) for the period. |
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Asset Retirement Obligation – The Deer Creek asset retirement obligation is the estimated cost to close the Deer Creek facility under terms of the lease, meeting environmental and State of Colorado regulatory requirements. The estimate is determined at discrete points in time based upon significant unobservable inputs in which little or no market activity exists that is significant to the fair value of the liability, therefore requiring the Company to develop its own assumptions. Management’s estimate of the asset retirement obligation is based upon a cost estimate developed by a consultant knowledgeable of government closure requirements and costs incurred at similar water disposal facility operations. The process used was to identify each activity in the closure process, obtaining vendor estimated costs, in current dollars, to perform the closure activity and accumulating the various vendor estimates to determine the asset retirement obligation. A present value discount has not been taken as the estimated closure costs, excluding regulatory changes and inflation adjustments, are anticipated to remain fairly consistent over the operational life of the facility. The lack of an active market to validate the estimated asset retirement obligation results in the fair value of the asset retirement obligation to be a Level 3 fair value measurement. ASC Topic 410-20: Asset Retirement Obligations requires the Company to review the asset retirement obligation on a recurring basis and record changes in the period incurred. |
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Contingent Payments – The contingent land payment and contingent purchase price liabilities are also determined at discrete points in time based upon unobservable inputs in which little or no market activity exists that is significant to the fair value of the liability, therefore requiring the Company to develop its own assumptions. In calculating the estimate of fair value for both of the contingent payments, management completed an estimate of the present value of each identified contingent liability based upon projected income, cash flows and capital expenditures for the Deer Creek facility developed under plans currently approved by the Company’s board of directors. Different assumptions relative to the expansion or alternative uses of the Deer Creek and Indian Mesa facilities could result in significantly different valuations. The projected payments have been discounted at a rate of 3% per annum to determine net present value. The lack of an active market to validate the estimated contingent land and purchase price liabilities results in the fair value of the contingent land and purchase price liabilities to be a Level 3 fair value measurement. ASC Topic 820: Fair Value Measurement requires the Company to review the contingent land and purchase price liabilities on a recurring basis and record changes in the period incurred. |
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Recent Accounting Pronouncements |
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In July 2013, the FASB issued guidance on the presentation of unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exits at the reporting date. The guidance is effective for fiscal and interim periods within those years, beginning after December 15, 2013 and early adoption is permitted. The Company has adopted the guidance, which had no material impact on its financial position and results of operations. |
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In March 2014, the FASB issued technical corrections and improvements related to glossary terms. The ongoing project will facilitate clarifications and improvements to glossary terms and updates are effective upon issuance as applicable to affected accounting guidance. The Company has adopted the updates, which had no material impact on its financial position and results of operations. |
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There have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended March 31, 2014, that are of significance, or potential significance, to us. |
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