Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement for Forward-Looking Information
This quarterly report together with other statements and information publicly disseminated by the Company may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Act"“Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), or make oral statements that constitute forward lookingforward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted or quantified. The forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, anticipated market performance, anticipated litigation results or the timing of pending litigation, and similar matters. When used in this Quarterly Report, the words "estimates," "expects," "anticipates," "believes," "plans," "intends"“estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends” and variations of such words and similar expressions are intended to identify forward-looking statements that involve risks and uncertainties. The Company cautions readers that a variety of factors could cause the Company'sCompany’s actual results to differ materially from the anticipated results or other expectations expressed in the Company'sCompany’s forward-looking statements. These risks and uncertainties, many of which are beyond the Company'sCompany’s control, include, but are not limited to those set forth in "Item“Item 1A, Risk Factors"Factors” and elsewhere in the Company'sCompany’s Annual Report on Form 10-K and in the Company'sCompany’s other public filings with the Securities and Exchange Commission including, but not limited to: (i) risks with regard to the ability of the Company to continue as a going concern; (ii) assumptions regarding the outcome of legal and/or tax matters, based in whole or in part upon consultation with outside advisors; (iii) risks arising from unfavorable decisions in tax, legal and/or other proceedings; (iv) transaction volume in the securities markets; (v) the volatility of the securities markets; (vi) fluctuations in interest rates; (vii) risks inherent in the real estate business, including, but not limited to, insurance risks, tenant defaults, risks associated with real estate development activities, changes in occupancy rates or real estate values; (viii) changes in regulatory requirements which could affect the cost of doing business; (ix) general economic conditions; (x) risks with regard to whether or not the Company'sCompany’s current financial resources will be adequate to fund operations over the next twelve months from financial statement issuance date and/or continue operations;(xi) changes in the rate of inflation and the related impact on the securities markets; and xii(xii) changes in federal and state tax laws and (xiii) additionally, there is risk relating to assumptions regarding the outcome of tax matters, based in whole or in part upon consultation with outside advisors; risk relating to potential unfavorable decisions in tax proceedings; risks regarding changes in, and/or interpretations of federal and state income tax laws; and risk of IRS and/or state tax authority assessment of additional tax plus interest. These are not the only risks that we face. There may be additional risks that we do not presently know of or that we currently believe are immaterial which could also impair our business and/orand financial position.
Undue reliance should not be placed on these forward-looking statements, which are applicable only as of the date hereof. The Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. Accordingly, there is no assurance that the Company'sCompany’s expectations will be realized.
Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations, which follows, should be read in conjunction with the consolidated financial statements and related notes, which are contained in Part I - Item 1, herein and in Part II – Item 8in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.2022.
BUSINESS OVERVIEW
AmBase Corporation ("AmBase"(the “Company” or the "Company"“AmBase”) is a Delaware corporation that was incorporated in 1975. AmBase is a holding company which owns a commercial office building in Greenwich, Connecticut. The Company'scompany. At September 30, 2023, the Company’s assets currently consistconsisted primarily of cash and cash equivalents and real estate owned.equivalents. The Company is otherwise engaged in the management of its assets and liabilities.
In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57th Street in New York, New York (the "111“111 West 57th Property"Property”). As further discussed herein below and in Part I – Item 1 - Note 4 and Note 9 to the Company's condensed consolidated financial statements, theThe Company is engaged in material disputes and litigation with regard to the sponsor111 West 57th Property. Despite ongoing litigation challenging the legitimacy of the joint ventureactions taken in connection with the “Strict Foreclosure”, (as defined and a mezzanine lenderfurther discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the joint venture. As further discussed below,Strict Foreclosure, the Company recordedcarrying value of the Company’s equity investment in the 111 West 57th Property represented a substantial portion of the Company’s assets and net equity value.
For additional information concerning the Company’s recording of an impairment of its equity investment in the 111 West 57th Property of $63,745,000, in 2017 and the third quarter ended September 30, 2017. The carrying value of the Company's equity investment inCompany’s legal proceedings relating to the 111 West 57th Property, represented substantially all ofincluding the Company's assetsCompany’s challenge to the Strict Foreclosure, see Part I – Item 1 – Note 3 and net equity value.Note 6 to the Company’s unaudited condensed consolidated financial statements.
LIQUIDITYFINANCIAL CONDITION AND CAPITAL RESOURCESLIQUIDITY
The Company'sCompany’s assets at September 30, 2017,2023, aggregated $1,787,000$23,000, consisting principally of cash and cash equivalents of $54,000, and real estate owned, net of $1,644,000.$23,000. At September 30, 2017,2023, the Company'sCompany’s liabilities aggregated $2,759,000. In addition, the Company has a litigation funding amount of $500,000 as further discussed in Part I – Item 1 – Note 10 of the Company's condensed consolidated financial statements.$4,985,000. Total stockholders' equitystockholders’ deficit was negative $1,472,000.$4,962,000.
A fundamental principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying unaudited condensed consolidated financial statements assuming the Company will continue as a going concern.
The Company has incurred operating losses and used cash for operating activities for the past several years. The Company made significant investments in the 111 West 57th Street Property since 2013. As further discussed herein, the Company recorded an impairment of its equity investment in the 111 West 57th Property in the third quarter ended September 30, 2017.
The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company'sCompany’s current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its currently availableexisting cash and financial resources together with the borrowings and the line of credit from Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") as noted herein,cash equivalents may not be sufficient to cover operating cash needs through the twelve-monthtwelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company'sCompany’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include adjustments to the carrying value of assets and liabilities, which might be necessary should the Company not continue in operation.
Over the next several months,In order to continue as a going concern, the Company will seekmust take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long-term borrowings, although this cannot be assured. In order to continue on a long-term basis, the Company must raiseraising additional capital through the sale of assetsequity or long-term borrowings.debt securities or long term borrowings, which may include additional borrowings from affiliates of the Company, reducing operating expenses, and seeking recoveries from various sources. There can be no assurance that the Company will be able to attain suchadequately implement these cash management measures, in whole or in part or raise capital or obtain financing aton terms acceptable to the Company, if at all.
In May 2016,June 2013, the Company purchased an equity interest in the 111 West 57th Property. The Company is engaged in material disputes and Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") entered into an agreement for Mr. R. A. Bianco to providelitigation with regard to the Company a secured working capital line of credit of up to one million dollars ($1,000,000) or additional amount(s) as may be necessary and agreed to on an as needed basis, if and when necessary, subject to customary and market terms and conditions to be agreed upon at such time (the "WC Agreement"). Pursuant to111 West 57th Property. Despite ongoing litigation challenging the WC Agreement, Mr. R. A. Bianco made several loans to the Company aggregating $1,650,000 as of September 30, 2017 for use as working capital. The loans accrue interest at 5.25% per annum and are due on the earlierlegitimacy of the dateactions taken in connection with the Company receives funds from any source sufficient to pay all amounts due under the loans, including accrued interest thereon, or December 31, 2019. Copies of such agreements are filed as exhibits to the Company's current“Strict Foreclosure”, (as defined and previously filed periodic filings. For additional information, see Part I – Item 1 – Note 11 to the Company's condensed consolidated financial statements.
In October 2017, pursuant to the WC Agreement, Mr. R.A. Bianco made an additional loan of $300,000 to the Company for use as working capitalfurther discussed herein), in accordance with GAAP, the same termsCompany recorded an impairment for the full amount of its equity investment in the 111 West 57th Property of $63,745,000 in 2017. Prior to the Strict Foreclosure, the carrying value of the loan payable noted above. A copyCompany’s equity investment in the 111 West 57th Property represented a substantial portion of the loan agreement is filed as Exhibit 10.2 to the Company's Form 10-Q for the quarterly period ended September 30, 2017.Company’s assets and net equity value.
In April 2016, the Company filed an action in New York State Supreme Court against the Sponsors, et al., pursuant to which the Company is seeking compensatory damages, as well as punitive damages, indemnification and equitable relief, including a declaration of the parties' rights, an accounting, and a constructive trust over distributions received by the Defendants. For additional information, see Part I – Item 1 – Note 4 and Note 9 to the Company's condensed consolidated financial statements.
For additional information with regard to, among other items, developments concerning the junior mezzanine lender ("Spruce") issuance of a Notice of Retention of Pledged Collateral in Full Satisfaction of Indebtedness pursuant to a Strict Foreclosure process, Spruce's claims to have completed the retention of the collateral pledged by the junior mezzanine borrower, the Company's pending appeal of its challenge to the strict foreclosure and the Company'sCompany’s recording of an impairment of its equity investment in the 111 West 57th Property and the Company’s legal proceedings relating to the 111 West 57th Property, including the Company’s challenge to the Strict Foreclosure, see Part I – Item 1 – Note 43 and Note 96 to the Company'sCompany’s unaudited condensed consolidated financial statements. The collateral Spruce purports to have retained includes the Company's equity investment in the 111 West 57th Property. The carrying value of the Company's equity investment in the 111 West 57th Property represented substantially all of the Company's assets and net equity value.
In September 2017, the Company and Mr. R. A. Bianco entered into an agreement pursuant to which Mr. R. A. Bianco will fund the Company's litigation expenses in connection with the 111 West 57th Property (the "Litigation Funding Agreement"). For additional information including the terms of the Litigation Funding Agreement; see Part I – Item 1 – Note 10 herein.
With respect to its disputes and litigation relating to its interest in the 111 West 57th57th Property, the Company is continuingpursuing, and will continue to pursue, other options to realize the Company’s investment value, various legal courses of action to protect its legal rights, recovery of its asset value from various sources of recovery, as well as considering other possible economic strategies, including the possible sale of the Company'sCompany’s interest in and/or rights with respect to the 111 West 57th Property. 57th Property; however, there can be no assurance that the Company will prevail with respect to any of its claims.
The Company is continuing to pursue other options to realizecan give no assurances regarding the Company's investment value and/or protect its legal rights.
The Company's condensed consolidated balance sheet for September 30, 2017, includes $500,000outcome of the matters described herein, including as a litigation funding amount which reflects the aggregate amounts funded pursuant to the Litigation Funding Agreement foreffect of Spruce’s actions described herein, whether the periods presented.
The amounts noted above pursuantSponsors will perform their contractual commitments to the WCCompany under the JV Agreement, are distinct fromas to what further action, if any, the linelenders may take with respect to the project, as to the ultimate resolution of credit agreement forthe ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57th Property, as noted belowto the ultimate effect of the Sponsors’, the Company’s or the lenders’ actions on the project, as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company’s equity investment in the 111 West 57th Street. For additional information with regard to the Company’s investment in the 111 West 57th Property and as discussed in the legal proceedings related thereto, seePart I – Item 1 – Note 43 and Note 6 to the Company'sCompany’s unaudited condensed consolidated financial statementsstatements.
While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and distinctsubstantial additional financial resources. Inability to recover all or most of such value would in all likelihood have a material adverse effect on the Company’s financial condition and future prospects. The Company can give no assurances with regard to if it will prevail with respect to any of its claims.
To provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, the Company is currently considering and evaluating various strategic funding and/or financing alternatives in order to raise approximately $7 million in funding. Such funding may be provided by a variety of sources, including but not limited to third parties, existing shareholders of the Company and/or Company management, and may take in the form of litigation funding agreements, equity or debt securities, loans, or any combination thereof. Any sale of securities by the Company may not be offered or sold absent registration under the Securities Act of 1933, as amended (the “Act”), or an applicable exemption from such registration, which may include exemptions pursuant to Rules 506(b) or 506(c) of Regulation D under the Act.
The terms and conditions of any such funding and/or financing agreements are expected to take several months to negotiate and finalize. Depending on the timing of any such agreements, the Company’s Chairman, President and Chief Executive Office, Mr. Richard A. Bianco (“Mr. R.A. Bianco”) has indicated that, if and when needed, he would provide a working capital line of credit to the Company on an as needed basis, subject to customary and market terms and conditions to be agreed upon at such time. However, there can be no assurance that the Company will be able to secure any such funding and/or financing arrangements on acceptable terms or at all. As of September 2023, Mr. R.A. Bianco provided loans to the Company in the amounts aggregating $1,848,000. For additional information, see Part I – Item 1 – Note 8 to the Company’s unaudited condensed consolidated financial statements.
In 2017, the Company entered into a Litigation Funding Agreement (the “LFA”) with Mr. R.A. Bianco. Pursuant to the LFA, Mr. R.A. Bianco agreed to provide litigation funding to the Company, to satisfy actual documented litigation costs and expenses of the Company, including attorneys’ fees, expert witness fees, consulting fees and disbursements in connection with the Company’s legal proceedings related to the Company’s equity investment in the 111 West 57th Property. In 2019, the Company and Mr. R.A. Bianco entered into an amendment to the LFA (the “Amendment). For additional information including the terms of the Litigation Funding Agreement, amounts as noted below and as discussed in amended by the Amendment, see Part I – Item I1 – Note 107 to the Company'sCompany’s unaudited condensed consolidated financial statements.
For the nine months ended September 30, 2017,2023, cash of $2,682,000$2,174,000 was used by operations foras a result of the payment of operating expenses and prior year accruals. The cash needs of the Company for the nine months ended September 30, 2017, were satisfied by the loans from Mr. R.A. Bianco as noted above and the Company's financial resources.
For the nine months ended September 30, 2016,2022, cash of $2,464,000$2,065,000 was used by operations foras a result of the payment of operating expenses and prior year accruals. The cash needs of the Company for the nine months ended September 30, 2016, were principally satisfied by the Company's financial resources.
In March 2017, the Company and Mr. R. A. Bianco entered into an agreement for Mr. R. A. Bianco to provide to the Company a financial commitment in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to Investment LLC and/or other affiliated subsidiaries of the Company to meet capital calls for the of 111 West 57th Property if and when the case may be necessary on terms agreeable to/by the Company (as determined by the independent members of the Board of Directors) and Mr. R. A. Bianco at such time. The agreement provides that additional borrowings from Mr. R. A. Bianco pursuant to this line of credit shall be secured by the Company's commercial office building in Greenwich, Connecticut. A copy of such agreement was filed as an exhibit to the Company's current and previously filed periodic filings.
Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company. The building is approximately 14,500 square feet with approximately 3,500 square feet utilized by the Company for its offices; the remaining space is currently unoccupied and available for lease. Although the portion of the building not being utilized by the Company is currently unoccupied and available for lease, based on the Company's analysis, including but not limited to current market rents in the area, leasing values, and comparable property sales, the Company believes the property's fair value exceeds the property's current carrying value. Therefore, the Company believes the carrying value of the property as of September 30, 2017, has not been impaired.
Accounts payable and accrued liabilities as of September 30, 2017,2023, increased from December 31, 2016,2022, principally as a resultrelating to the timing of payments and an increase in current period accruals for legal expenses in connection with the 111 West 57th Property litigation which were paid in October 2017, including accrued interest expenselitigations.
Loan(s) payable – related party was $1,848,000 as of September 30, 2023, compared to $0 as of December 31, 2022, relating to loans made to the loan payable toCompany from Mr. R. A. Bianco.R.A. Bianco, for working capital.
There are no other material commitments for capital expenditures as of September 30, 2017.2023. Inflation has had no material impact on the business and operations of the Company.
Results of Operations for the Three Months and Nine Months Ended September 30, 20172023 vs. the Three Months and Nine Months Ended September 30, 20162022
The Company recorded a net loss of $64,889,000$1,399,000 or $1.59$0.03 per share and $67,331,000$3,888,000 or $1.65$0.10 per share in the three months and nine months ended September 30, 20172023, respectively, compared to a net loss of $712,000$717,000 or $0.02 per share and $2,675,000$2,757,000 or $0.07 per share in the respective 20162022 periods. As further discussed herein, and in Part I – Item 1 – Note 4 and Note 9 to the Company's condensed consolidated financial statements, the net loss for the third quarter and nine month periods ended September 30, 2017 includes a $63,745,000 impairment of the Company's equity investment in the 111 West 57th Property.
Compensation and benefits were $304,000$323,000 and $906,000$1,055,000 in the three months and nine months ended September 30, 2017,2023, respectively, compared to $382,000$336,000 and $1,212,000$1,083,000 in the respective 20162022 periods. No stock based compensation expense was recordedThe changes in the 2023 three month and nine months ended September 30, 2017 or September 30, 2016. The decrease in the 2017 three-month and nine-monthmonth periods is generally due to a decrease in incentive compensation accrualscertain benefit related expenses in the 2017 periods versus the comparable 2016respective periods.
Professional and outside services increased to $703,000$858,000 and $2,231,000$2,399,000 in the three months and nine months ended September 30, 2017,2023, respectively, compared to $482,000$289,000 and $784,000$1,408,000 in the respective 20162022 periods. The increase in the 20172023 periods as compared to the 20162022 periods is principally the result of a higher level of legal and professional fees incurred in 2017the 2023 periods in connection with the Company'sCompany’s legal proceedings relating to the Company'sCompany’s investment in the 111 West 57th property. Included in professional and outside services are legal expenses attributableProperty. For additional information with regard to the Litigation Funding Agreement aggregating $1,169,000Company’s investment in the three-month111 West 57th Property and nine month periods ended September 30, 2017; the legal proceedings related thereto, see Part I – Item 1 – Note 103 and Note 6 to the Company'sCompany’s unaudited condensed consolidated financial statements herein for additional information including terms of the Litigation Funding Agreement.statements.
Property operating and maintenance expenses were $34,000$7,000 and $105,000$17,000 for the three months and nine months ended September 30, 2017,2023, respectively, compared to $31,000$1,000 and $93,000$16,000 in the respective 20162022 periods. The increased expense in the nine months ended September 30, 2017 compared to the respective 2016 period is due to anslight increase in the overall level of repairs and maintenance expenses.2023 periods versus the 2022 periods is primarily due to a general increase in costs.
Insurance expenses decreased to $32,000were $95,000 and $117,000$210,000 in the three months and nine months ended September 30, 2017,2023, respectively, compared to $45,000$63,000 and $126,000$197,000 in the respective 20162022 periods. The decrease is generally due to a decrease in insurance coverage levels and insurance premium costs
Other operating expenses were $39,000 and $122,000 in the three and nine months ended September 30, 2017, respectively, compared with $59,000 and $153,000 in the respective 2016 periods. The decrease in the September 30, 2017 nine-month period is due to a general lower level of related expenses including decreased Delaware franchise tax expenses in the 2017 period.
Interest expense of $20,000 and $38,000increase in the three months and nine months ended September 30, 2017, represents accrued2023, compared to the respective 2022 periods is generally due to an increase in insurance premium costs.
Other operating expenses were $18,000 and $59,000 in the three and nine months ended September 30, 2023, respectively, compared with $32,000 and $57,000 in the respective 2022 periods. The changes in the September 30, 2023, three and nine month periods compared to the September 30, 2022, three and nine month periods is generally due to the timing of expenses and a slight increase in certain related expenses.
Interest income in the three months and nine months ended September 30, 2023, was $1,000 and $2,000, respectively, compared with $4,000 and $5,000 in the respective 2022 periods. The decreased interest income in the September 30, 2023, three and nine month periods is due to a lower level of cash and cash equivalents in the 2023 period versus the respective 2022 period.
Interest expense in the three months and nine months ended September 30, 2023, was $99,000 and $150,000, respectively, compared with $- and $- in the respective 2022 periods. Interest expense for the 2023 periods is attributable to interest expense onfor a professional firm related to outstanding and unpaid professional fees as well as interest expense relating to the loanloans payable to Mr. R. A. Bianco which is included in accrued liabilities in the Company's condensed consolidated balance sheet. See – related party. For additional information see Part I – Item 1 -– Note 118 to the Company'sCompany’s unaudited condensed consolidated financial statements for further information.statements.
Despite ongoing litigation challenging the legitimacy of the actions taken by the Sponsors and Spruce in connection with the Company's investment in the 111 West 57th Property as further discussed herein, in accordance with GAAP, theThe Company recorded an impairment of its equity investment in the 111 West 57th Property of $63,745,000 in the third quarter ended September 30, 2017. The Company is and will continue to vigorously pursue the recovery of its asset value from all sources of recovery.
Equity income (loss) - 111 West 57th Partners of $25,000 for the nine months ended September 30, 2017, respectively represents the Company's share of the 111 West 57th Partners' loss for the year to date period ended June 30, 2017, versus $49,000 for the three months ended September 30, 2016, and $549,000 for the nine months ended September 30, 2016. The equity loss in the 2017 and 2016 periods is due to sales and marketing expenses incurred.
The Company recognized income tax provisionsexpense of $0$- and $6,000$- for the three months and nine months ended September 30, 2017,2023, respectively, as compared with an income tax benefitsexpense of $220,000$- and $150,000$1,000 for the three months and nine months ended September 30, 2016,2022, respectively. TheState income tax provisionsamounts for the 2017 periods are attributable tothree and nine months ended September 30, 2022, reflect a provision for a tax on capital imposed by the state jurisdictions. The income tax benefit for the 2016 periods are related to current year and prior year state tax true-ups.
Income taxes applicable to operating income (loss) are generally determined by applying the estimated effective annual income tax rates to pretax income (loss) for the year-to-date interim period. Income taxes applicable to unusual or infrequently occurring items are provided in the period in which such items occur.
A reconciliation between For additional information including a discussion of income taxes computed at the statutory federal rate and the provision for income taxes is included intax matters, see Part I -– Item 1 – Note 85 to the Company'sCompany’s unaudited condensed consolidated financial statements.
Item 4. | CONTROLS AND PROCEDURES |
Item 4. CONTROLS AND PROCEDURES
Our disclosure controls and procedures include our controls and other procedures to ensure that information required to be disclosed in this and other reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported within the time periods.
Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of our disclosure controls and procedures as of September 30, 2017.2023. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) are effective to ensure that the information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported with adequate timeliness.
There have been no changes during the most recent fiscal quarter in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
For a discussion of the Company'sCompany’s legal proceedings, see Part I - Item 1-1 - Note 9 – Legal Proceedings.6 to the Company’s unaudited condensed consolidated financial statements.
There have been no material changes to the risk factors previously disclosed in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20162022, in response to Item 1A of Part I of Form 10-K.
Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | |
| | |
| a. Not applicable | |
| b. Not applicable | |
| c. None | |
a. Not applicable
b. Not applicable
c. None
Common Stock Repurchase Plan
The Company'sCompany’s common stock repurchase plan (the "Repurchase Plan"“Repurchase Plan”) allows for the repurchase by the Company of up to 10 million shares of its common stock in the open market. The Repurchase Plan is conditioned upon favorable business conditions and acceptable prices for the common stock. Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise. Depending on market conditions and other factors, purchases may be commenced or suspended any time or from time to time without prior notice. No common stock repurchases have been made pursuant to the Repurchase Plan during the year to date 20172023 period.
Item 3. | DEFAULTS UPON SENIOR SECURITIES |
Not Applicable.
Item 4. | MINE SAFETY DISCLOSURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.