XML 28 R17.htm IDEA: XBRL DOCUMENT v3.5.0.2
Note 12 - Commitments and Contingencies
9 Months Ended
Jul. 31, 2016
Notes  
Note 12 - Commitments and Contingencies

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

LegalThe Company is subject to legal proceedings, claims and liabilities which arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred.  

 

In March 2016 Gilbert Bernal and two companies he controls (collectively, the "Plaintiffs") filed a lawsuit against us in the District Court of Weld County, Colorado.  In their lawsuit, Plaintiffs claim that:

 

1.         Bernal had an ownership interest in Ultra Energy Solutions and Vinco Logistics, two of the three entities that combined to form Diversified Energy Services.

 

2.         Bernal never consented to the transfer of his interest in Ultra Energy Solutions and Vinco Logistics to Diversified Energy Services.

 

3.         Diversified Energy Services has possession of equipment owned by the Plaintiffs and has ignored Plaintiffs demand to return the equipment to the Plaintiffs.

 

Diversified Energy Services has refused to repay approximately $1.3 million loaned to Ultra Energy Solutions and Vinco Logistics by the Plaintiffs.

 

In addition to the foregoing, Plaintiffs also allege breach of contract, unjust enrichment, and civil conspiracy.

 

Also named as Defendants in the lawsuit were Ultra Energy Solutions, Vinco Logistics, Diversified Energy Solutions, and Eric Whitehead.  Mr. Whitehead is a former owner of Ultra Energy Solutions and is one of our directors.

 

In their complaint Plaintiffs request damages to be determined at trial, the return of their equipment, and the repayment of their loans.

 

We have filed an answer denying Plaintiffs' claims.

 

Subsequent to the filing of the lawsuit, we have been in settlement discussions with the Plaintiffs. Based upon our estimate of potential liability, we believe we may be able to settle this matter by issuing the plaintiffs shares of our common stock and have a potential liability of between $500,000 and $1,000,000 payable over a 3 to 5 years period. We have accrued a liability and booked expense of $750,000 related to the cash portion of the potential liability.

 

EnvironmentalThe Company accrues for losses associated with environmental remediation obligations when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded at their undiscounted value as assets when their receipt is deemed probable.

 

ConcentrationThe Company sells production to a small number of customers, as is customary in the industry. Yet, based on the current demand for oil and natural gas, the availability of other buyers, and the Company having the option to sell to other buyers if conditions so warrant, the Company believes that its oil and gas production can be sold in the market in the event that it is not sold to the Company's existing customers. However, in some circumstances, a change in customers may entail significant transition costs and/or shutting in or curtailing production for weeks or even months during the transition to a new customer.

 

The Company is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for the protection of the environment. The Company cannot predict the future impact of such standards and requirements, which are subject to change and can have retroactive effectiveness. The Company continues to monitor the status of these laws and regulations. Management believes that the likelihood of any of these items resulting in a material adverse impact to the Company's financial position, liquidity, capital resources or future results of operations is remote.

 

Currently, the Company has not been fined, cited or notified of any environmental violations that would have a material adverse effect upon its financial position, liquidity or capital resources. However, management does recognize that by the very nature of its business, material costs could be incurred in the near term to bring the Company into total compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions which may be required, the determination of the Company's liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification.