Discontinued operations | 7. Discontinued operations: On February 10, 2017 the Company sold the Terminal to Sprague for $23 Million subject to certain adjustments. Presentation of Financial Statements – Discontinued Operations Pursuant to the Sale Agreement, the Sale Price was reduced by $1,040,000, the estimated cost of a breasting dolphin to be constructed by Sprague adjacent to the Pier in order that the Pier can berth Panamax sized vessels; $1,725,000 of the Sale Price was placed in escrow to secure the Company’s indemnity obligations under the Sale Agreement and $441,000 in normal closing adjustments, transfer taxes, investment banking and other fees, other than federal and state income taxes. The net proceeds delivered to the Company amounted to $19.8 Million. In accordance with the Sale Agreement, the Company has agreed to retain and pay for the environmental remediation costs associated with a 1994 storage tank fuel oil leak which allowed the escape of a small amount of fuel oil. Since 1994, the Company and its consultants have continued to worked with the Rhode Island Department of Environmental Management (“RIDEM”) through the various phases of remediation and are now working to complete the final remediation plan. At December 31, 2017 the total accrual for the cost of remediation was $434,000. In 2018, the Company incurred costs of $111,000 and increased the amount accrued by $56,000 resulting in a remediation liability of $490,000 at December 31, 2018. Through March 31, 2019, the company incurred costs of $20,000 which reduce the total accrual to $470,000. Any subsequent increases or decreases to the expected cost of remediation will be recorded as income or expense from discontinued operations. The Sale Agreement also contains a cost sharing provision for the breasting dolphin whereby any variance from the initial estimate of $1,040,000 will be borne equally by Sprague and the Company subject to certain limitations. In May 2018 the Company received notice from Sprague that Sprague had received bids for the breasting dolphin and that the cost of the Project was estimated at $1,923,284. Sprague requested that the Company acknowledge that it was obligated to pay 50% of the cost in excess of $1,040,000, or $441,642. The Company replied that pursuant to the letter agreement between the Company and Sprague (the “Letter Agreement”) the Company’s obligation cannot exceed $104,000 assuming, among other things, that Sprague had been timely in securing bids for the breasting dolphin and the scope of the work as bid was consistent with the Letter Agreement. In April 2019, Sprague notified the Company that the breasting dolphin should be completed by mid-June and that construction change orders to date were within the amount of the contract contingency originally included in the estimate of $1,923,284. The Company continues to assert that its obligation cannot exceed $104,000. In February 2019 and 2018, the Company received 50 percent of the aforementioned escrow in each year or $862,000, which amounts are reported net of income taxes as “Gain on sale of discontinued operations, net of taxes.” Interest income includes $23,000 related to these funds in 2019. A reconciliation of the major classes of liabilities associated with the discontinued operations as of March 31, 2019 and December 31, 2018 is as follows: March 31, 2019 December 31, 2018 Environmental remediation $ 470,000 $ 490,000 Income tax payable 198,000 - $ 668,000 $ 490,000 Revenue and loss before income taxes attributable to discontinued operations for the three months ended March 31, 2019 and 2018 are as follows: Three Months Ended March 31, 2019 2018 Revenues $ - $ - Operating expenses 1,000 47,000 Loss from discontinued operations before income taxes (1,000 ) (47,000 ) Income tax (benefit) (1,000 ) (12,000 ) Loss from discontinued operations, net of taxes $ - $ (35,000 ) The net gain from sale of discontinued operations as of March 31, 2019 and 2018, was calculated as follows: Three Months Ended March 31, 2019 2018 Gain from sale of discontinued operations before income taxes $ 862,000 $ 862,000 Less current income tax expense 198,000 198,000 Net gain from sale of discontinued operations $ 664,000 $ 664,000 |