Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AMBASE CORP | ||
Entity Central Index Key | 20,639 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 31 | ||
Entity Common Stock, Shares Outstanding | 40,737,751 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | ||
Compensation and benefits | $ 1,239 | $ 1,658 |
Professional and outside services | 1,123 | 285 |
Property operating and maintenance | 134 | 120 |
Depreciation | 48 | 48 |
Insurance | 170 | 151 |
Other operating | 200 | 318 |
Total operating expenses | 2,914 | 2,580 |
Operating income (loss) | (2,914) | (2,580) |
Interest income | 0 | 0 |
Other income | 128 | 0 |
Equity income (loss) - 111 West 57th Partners LLC | (575) | (1,905) |
Income (loss) before income taxes | (3,361) | (4,485) |
Income tax expense (benefit) | (142) | 140 |
Net income (loss) | (3,219) | (4,625) |
Less: net income (loss) attributable to non-controlling interest | 0 | (34) |
Net income (loss) attributable to controlling interest | $ (3,219) | $ (4,591) |
Net income (loss) per common share - basic (in dollars per share) | $ (0.08) | $ (0.11) |
Net income (loss) per common share - assuming dilution (in dollars per share) | $ (0.08) | $ (0.11) |
Weighted average common shares outstanding - basic (in shares) | 40,738 | 40,738 |
Weighted average common shares outstanding - assuming dilution (in shares) | 40,738 | 40,738 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Cash and cash equivalents | $ 586 | $ 3,303 |
Real estate owned: | ||
Land | 554 | 554 |
Buildings | 1,900 | 1,900 |
Real estate owned, gross | 2,454 | 2,454 |
Less: accumulated depreciation | 774 | 726 |
Real estate owned, net | 1,680 | 1,728 |
Investment in 111 West 57th Partners LLC | 63,770 | 64,345 |
Other assets | 166 | 258 |
Total assets | 66,202 | 69,634 |
Liabilities: | ||
Accounts payable and accrued liabilities | 343 | 556 |
Other liabilities | 0 | 0 |
Total liabilities | 343 | 556 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock ($0.01 par value, 85,000 authorized in 2016 and 200,000 authorized in 2015, 46,410 issued and 40,738 outstanding in 2016 and 46,410 issued and 40,738 outstanding in 2015) | 464 | 464 |
Additional paid-in capital | 548,304 | 548,304 |
Accumulated deficit | (477,741) | (474,522) |
Treasury stock, at cost - 2016 - 5,672 shares and 2015 - 5,672 shares | (5,168) | (5,168) |
Total stockholders' equity | 65,859 | 69,078 |
Total stockholders' equity including non-controlling interest | 65,859 | 69,078 |
Total liabilities and stockholders' equity | $ 66,202 | $ 69,634 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' equity: | |||
Par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Shares authorized (in shares) | 85,000 | 200,000 | |
Shares issued (in shares) | 46,410 | 46,410 | |
Shares outstanding (in shares) | 40,738 | 40,738 | 40,738 |
Treasury stock, at cost (in shares) | 5,672 | 5,672 | 5,672 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Treasury stock [Member] | Non-controlling interest [Member] | Total |
Balance at Dec. 31, 2014 | $ 464 | $ 548,304 | $ (469,931) | $ (5,168) | $ 4,100 | $ 77,769 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 0 | 0 | (4,591) | 0 | (34) | (4,625) |
Equity contribution by non-controlling interest | 0 | 0 | 0 | 0 | 5,802 | 5,802 |
Return of non-controlling interest contribution | 0 | 0 | 0 | 0 | (9,868) | (9,868) |
Balance at Dec. 31, 2015 | 464 | 548,304 | (474,522) | (5,168) | 0 | 69,078 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 0 | 0 | (3,219) | 0 | 0 | (3,219) |
Common stock repurchased for treasury | 0 | |||||
Balance at Dec. 31, 2016 | $ 464 | $ 548,304 | $ (477,741) | $ (5,168) | $ 0 | $ 65,859 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (3,219) | $ (4,625) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | ||
Depreciation | 48 | 48 |
Other Income | (128) | 0 |
Equity (income) loss - 111 West 57th Partners LLC | 575 | 1,905 |
Changes in operating assets and liabilities: | ||
Other assets | (43) | 102 |
Accounts payable and accrued liabilities | (213) | (166) |
Other liabilities | 0 | 0 |
Net cash provided (used) by operating activities | (2,980) | (2,736) |
Cash flows from investing activities: | ||
Equity investment - 111 West 57th Partners LLC | 0 | (6,911) |
Return of equity investment - 111 West 57th Partners LLC | 0 | 11,699 |
Non-controlling interest contribution | 0 | 5,802 |
Return of non-controlling interest contribution | 0 | (9,868) |
Proceeds from (investment in) real estate limited partnership | 263 | 18 |
Net cash provided (used) by investing activities | 263 | 740 |
Cash flows from financing activities: | ||
Net change in cash and cash equivalents | (2,717) | (1,996) |
Cash and cash equivalents at beginning of year | 3,303 | 5,299 |
Cash and cash equivalents at end of year | 586 | 3,303 |
Supplemental cash flow disclosure: | ||
Income taxes paid | $ 103 | $ 112 |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Going Concern [Abstract] | |
Organization and Going Concern | Note 1 – Organization and Going Concern AmBase Corporation ("AmBase" or the "Company") is a holding company which has an equity investment in a real estate development property to develop real property in New York, New York and owns a commercial office building in Greenwich, Connecticut that is managed and operated by the Company. The Company's assets currently consist primarily of cash and cash equivalents, an equity investment in a real estate development property and real estate owned. As further discussed in Note 4 th th 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 consolidated financial statements assuming the Company will continue as a going concern. In 2016, the Company adopted Accounting Standards Update ("ASU") 2014-15 Presentation of Financial Statements—Going Concern (Subtopic 205-40) The Company has incurred operating losses and used cash for operating activities for the past several years. The Company has also made significant investments in the 111 West 57th Street Property since 2013. The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company'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 available cash resources together with the line of credit from Mr. Bianco as noted below, may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying 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, the Company will seek 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 raise additional capital through the sale of assets or long term borrowings. There can be no assurance that the Company will be able to attain such financing at terms acceptable to the Company, if at all. In May 2016, the Company and Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") entered into an agreement for Mr. R. A. Bianco to provide 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. A copy of such agreement is filed as exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended March 31, 2016. Pursuant to this agreement in January 2017, Mr. Bianco made a $500,000 loan to the Company for use as working capital. The loan accrues interest at 5.25% per annum and is due on the earlier of the date the Company receives funds from any source sufficient to pay all amounts due under the loan, including accrued interest thereon, or December 31, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, that it deems reasonable, 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 such estimates and assumptions. Principles of consolidation The consolidated financial statements are comprised of the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated. Equity method investment Investments and ownership interests are accounted for under the equity method of accounting if the Company has the ability to exercise significant influence, but not control (under GAAP), over the investment. Investments accounted for under the equity method are carried at cost, plus or minus the Company's equity in the increases and decreases in the net assets after the date of acquisition and certain other adjustments. The Company's share of income or loss for equity method investments is recorded in the consolidated statements of operations as equity income (loss). Dividends received, if any, would reduce the carrying amount of the Company's investment. Non-controlling interests Non-controlling interests as presented in the Company's consolidated financial statements represents the minority ownership's investment in 111 West 57 th Note 4 Cash and cash equivalents Highly liquid investments, consisting principally of funds held in short-term money market accounts, with original maturities of less than three months, are classified as cash equivalents. The majority of the Company's cash and cash equivalents balances are maintained with a limited number of major financial institutions. Cash and cash equivalents balances at institutions may, at times, be above the Federal Deposit Insurance Corporation insured limit per account. Income taxes The Company and its domestic subsidiaries file a consolidated federal income tax return. The Company recognizes both the current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements, calculated based on the provisions of enacted tax laws, including the tax rates in effect for current and future years. Net deferred tax assets are recognized immediately when a more likely than not criterion is met; that is, a greater than 50% probability exists that the tax benefits will actually be realized sometime in the future. For additional information including a discussion of income tax matters see Note 9 Earnings per share Basic earnings per share ("EPS") excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of EPS that could occur if options to issue common stock were exercised. There were no stock options outstanding at December 31, 2016 and December 31, 2015. Stock-based compensation Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares"), through May 28, 2018. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, upon awards of Restricted Stock and Performance Shares); however, only a portion of such shares shall be available for issuance for Restricted Stock Awards and Merit Awards. Shares issued pursuant to the 1993 Plan shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. Stock-based compensation expense for all stock-based compensation awards for which vesting is based solely on employment service, are based on the grant date fair value estimated in accordance with accounting principles generally accepted in the United States of America. The Company recognizes these compensation costs for only those shares expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Compensation expense relating to stock options is recorded in the Consolidated Statement of Operations, with a corresponding increase in additional paid-in capital in the Consolidated Statement of Changes in Stockholders' Equity. See Note 8 Depreciation Depreciation expense for the Company's owned building is recorded on a straight-line basis over the useful lives of the assets. Tenant improvements if any, would be depreciated over the lesser of the remaining life of the tenants' lease or the estimated useful lives of the improvements. For additional information see Note 3 New Accounting Pronouncements There are no new accounting pronouncements that could materially affect the Company's consolidated financial statements. |
Real Estate Owned
Real Estate Owned | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate Owned [Abstract] | |
Real Estate Owned | Note 3 – Real Estate Owned Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company. A portion of the building is utilized by the Company for office space; the remaining space is currently unoccupied and available for lease. Depreciation expense for the building is calculated on a straight-line basis. Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows: December 31, 2016 Area of building in square feet 14,500 Square feet utilized by Company 3,500 Number of years depreciation is based upon 39 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, the Company believes the property's fair value exceeds the property's current carrying value. The Company's impairment analysis includes a comprehensive range of factors including but not limited to: the location of the property; property condition; current market conditions; comparable sales; current market rents in the area; new building zoning restrictions; raw land values; new building construction costs; building operating costs; leasing values; and cap rates for comparable buildings in the area. Varying degrees of weight are given to each factor. Based on the Company's analysis, these factors taken together and/or considered individually, form the basis for the Company's analysis that no impairment condition exists. The Company performs impairment tests on a regular basis and if events or circumstances indicate that the property's carrying value may not be recoverable. Based on the Company's analysis, the Company believes the carrying value of the real estate owned as of December 31, 2016, has not been impaired and, therefore, the carrying value of the asset is fully recoverable by the Company. The building is carried at cost, net of accumulated depreciation. |
Investment in 111 West 57th Par
Investment in 111 West 57th Partners LLC | 12 Months Ended |
Dec. 31, 2016 | |
Investment in 111 West 57th Partners LLC [Abstract] | |
Investment in 111 West 57th Partners LLC | Note 4 – Investment in 111 West 57th Partners LLC On June 28, 2013, 111 West 57 th th th th th th th th Amounts relating to the Company's initial investment and other information relating to the 111 West 57 th ($ in thousands) Company's aggregate initial investment $ 57,250 Company's aggregate initial membership interest % 60.3 % Other members and Sponsor initial investment $ 37,750 Approximate gross square feet of project 346,000 On June 30, 2015, 111 West 57 th th th th th Information relating to the June 30, 2015 financing for 111 West 57 th (in thousands) Financing obtained by 111 West 57 th $ 725,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000 In July 2015, based on available net proceeds received from the financing and equity previously invested in the project, funds were distributed to the members of 111 West 57 th th th Information relating to the July 2015 Distribution is as follows: (in thousands) Distribution attributable to Company's investment $ 11,699 Distribution retained by the Company, net of amounts repaid to Capital LLC $ 1,831 The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor. Additionally, the JV Agreement provides that (i) Mr. Richard A. Bianco (the Company's current Chairman, President and Chief Executive Officer) ("Mr. R. A. Bianco"), his immediate family, and/or any limited liability company wholly-owned thereby, and/or a trust in which Mr. R. A. Bianco and/or his immediate family is the beneficiary, shall at all times own, in the aggregate, not less than 20% of the outstanding shares of AmBase; and (ii) Mr. R. A. Bianco shall remain the Chairman of the Board of Directors of AmBase for the duration of the JV Agreement. In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10% subordinated participation interest in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57 th , During 2014, in connection with the funding of additional capital calls under the JV Agreement for required borrowing and development costs for the 111 West 57 th th th In March 2017, the Company and Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("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 57 th Capital contributed by Capital LLC in December 2014 and April 2015, which was fully repaid as part of the July 2015 Distribution, was as follows: (in thousands) Capital contributed by Capital LLC $ 9,868 As part of the July 2015 Distribution, Capital LLC was repaid the full amount of its capital investment. Additional amounts may still be payable to Capital LLC based on investment returns received on the 111 West 57 th Pursuant to various capital contribution requests in December 2014, February 2015 and April 2015, the Company was requested to contribute funds to the Joint Venture (the "Capital Contribution Requests"). The Company chose to contribute only a portion of the amounts requested pursuant to the Capital Contribution Requests. The remaining amounts requested pursuant to the Capital Contribution Requests (not funded by the Company) were contributed by either the Sponsor, which deemed its capital contributions on behalf of the Company to be Shortfall Capital Contributions ("Shortfall Capital Contributions") or by the Company from Capital LLC, pursuant to the terms of the Second Amended and Restated Investment Operating Agreement as noted herein. The Company made additional capital contributions to the Joint Venture as indicated below: (in thousands) Year Ended December 31 , 2016 Capital contributions $ - In accordance with the JV Agreement, Shortfall Capital Contributions may be treated either as a member loan or as a dilutive capital contribution by the funding party valued at one and one-half times the amount actually contributed. The Sponsor deemed the Shortfall Capital Contributions as dilutive capital contributions to the Company. The Company believes in accordance with the terms of the agreements, a portion of the Shortfall Capital Contribution amounts should be treated as a member loan, therefore, resulting in no dilution to the Company. The Sponsor contends that the Capital Contribution Requests, if taken together, would cause the Company to be diluted to approximately 48%. The parties have a dispute with regard to the calculation of the revised investment percentages resulting from the Capital Contribution Requests, along with the treatment and allocation of these Shortfall Capital Contribution amounts. 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 and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions. For additional information, see Note 10 – Legal Proceedings. The Company has recorded the investment in 111 West 57 th th th th th The following tables present summarized financial information for the Company's equity method investment in 111 West 57 th th (in thousands) Assets: December 31, 2016 December 31, 2015 Real estate held for development, net $ 563,133 $ 440,370 Escrow deposits 9,000 9,400 Other assets 6,908 26,827 Total assets $ 579,041 $ 476,597 Liabilities: Loans payable $ 441,749 $ 340,693 Other liabilities 16,788 14,447 Total liabilities 458,537 355,140 Equity: Total members' equity 120,504 121,457 Total liabilities and members' equity $ 579,041 $ 476,597 (in thousands) Year Ended December 31 , 2016 Year Ended December 31 , 2015 Rental income $ 0 $ 0 Expenses 953 3,158 Net income (loss) $ (953 ) $ (3,158 ) |
Savings Plans
Savings Plans | 12 Months Ended |
Dec. 31, 2016 | |
Savings Plans [Abstract] | |
Savings Plan | Note 5 - Savings Plans The Company sponsors the AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k) Plan" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). The Savings Plan permits eligible employees to make contributions of a percentage of their compensation, which are matched by the Company at a percentage of the employees' elected deferral. Employee contributions to the Savings Plan are invested at the employee's discretion, in various investment funds. The Company's matching contributions are invested in the same manner as the compensation reduction contributions. All contributions are subject to maximum limitations contained in the Code. The Company's matching contributions to the Savings Plan, charged to expense, were as follows: ($ in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Company matching contributions $ 25 $ 30 Employer match % 33 % 33 % |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders Equity | Note 6 - Stockholders' Equity Authorized common stock consists of the following: (shares in thousands) December 31, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 85,000 200,000 Issued shares 46,410 46,410 Outstanding shares 40,738 40,738 Authorized cumulative preferred stock consists of the following: (shares in thousands) December 31, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 20,000 50,000 Issued shares - - Outstanding shares - - At the Company's June 2, 2016 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to reduce the number of authorized shares of the Company's common stock and cumulative preferred stock as noted above. Changes in the outstanding shares of Common Stock of the Company are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Common stock outstanding at beginning of period 40,738 40,738 Common stock repurchased for treasury - - Issuance of treasury stock - - Common stock outstanding at end of period 40,738 40,738 Changes in the treasury shares of Common Stock of the Company are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Treasury stock held at beginning of period 5,672 5,672 Common stock repurchased for treasury - - Issuance of treasury stock - - Treasury stock held at end of period 5,672 5,672 Common Stock Repurchase Plan The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company 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. Pursuant to the Repurchase Plan, the Company has repurchased shares of common stock from unaffiliated parties at various dates at market prices at their time of purchase, including broker commissions. Information relating to the Repurchase Plan is as follows: (in thousands Year Ended December 31, 2016 Common shares repurchased to treasury during the period - Aggregate cost of shares repurchased during the period $ - (in thousands) December 31, 2016 Total number of common shares authorized for repurchase 10,000 Total number of common shares repurchased to date 6,226 Total number of shares that may yet be repurchased 3,774 Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan as further described in Note 8 (in thousands) December 31, 2016 1993 Stock Incentive Plan 4,320 Other employee benefit plan 110 Total common shares reserved for issuance 4,430 Stockholder Rights Plan On January 29, 1986, the Company's Board of Directors declared a dividend distribution of one right for each outstanding share of Common Stock of the Company. The rights, as amended, which entitle the holder to purchase from the Company a common share at a price of $75.00, are not exercisable until either a person or group of affiliated persons acquires 25% or more of the Company's outstanding common shares or upon the commencement or disclosure of an intention to commence a tender offer or exchange offer for 20% or more of the common shares. The rights are redeemable by the Company at $0.05 per right at any time until the earlier of the tenth day following an accumulation of 20% or more of the Company's shares by a single acquirer or group, or the occurrence of certain Triggering Events (as defined in the Stockholder Rights Plan). In the event the rights become exercisable and thereafter, the Company is acquired in a merger or other business combination, or in certain other circumstances, each right will entitle the holder to purchase from the surviving corporation, for the exercise price, Common Stock having a market value of twice the exercise price of the right. The rights are subject to adjustment to prevent dilution and expire on February 10, 2021. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 7 - Earnings Per Share The calculation of basic and diluted earnings per share, including the effect of dilutive securities is as follows: (in thousands, except per share data) Year Ended December 31, 2016 Year Ended December 31, 2015 Net income (loss) $ (3,219 ) $ (4,625 ) Weighted average common shares outstanding 40,738 40,738 Assumed dilutive effect of stock option exercise(s) - - Weighted average common shares outstanding assuming dilution 40,738 40,738 Net income (loss) per common share - basic $ (0.08 ) $ (0.11 ) Net income (loss) per common share - assuming dilution $ (0.08 ) $ (0.11 ) Options to purchase shares of common stock which were excluded from the computation of diluted earnings per share due to the effect of being antidilutive in the computation of earnings per share were as follows: (in thousands) December 31, 2016 December 31, 2015 Option shares - - |
Incentive Plans
Incentive Plans | 12 Months Ended |
Dec. 31, 2016 | |
Incentive Plans [Abstract] | |
Incentive Plans | Note 8 - Incentive Plans Under the Company's 1994 Senior Management Incentive Compensation Plan (the "1994 Plan"), any executive officer of the Company whose compensation is required to be reported to stockholders under the Securities Exchange Act of 1934 (the "Participants") and who is serving as such at any time during the fiscal year as to which an award is granted, may receive an award of a cash bonus ("Bonus"), in an amount determined by the Personnel Committee of the Company's Board of Directors (the "Committee") and payable from an annual bonus fund (the "Annual Bonus Pool"). The Committee may award Bonuses under the 1994 Plan to Participants not later than 120 days after the end of each fiscal year (the "Reference Year"). If the Committee grants a Bonus under the 1994 Plan, the amount of the Annual Bonus Pool will be an amount equal to the sum of (i) plus (ii), where: (i) a percentage of the amount by which the Company's Total Stockholders' Equity, as defined, on the last day of a Reference Year increased over the Company's Total Stockholders' Equity, as defined, on the last day of the immediately preceding Reference Year; and (ii) a percentage of the amount by which the Company's market value, as defined, on the last day of the Reference Year increased over the Company's market value on the last day of the immediately preceding Reference Year. Notwithstanding the foregoing, the 1994 Plan provides that in the event of a decrease in either or both of items (i) and/or (ii) above, the Annual Bonus Pool is determined by reference to the last Reference Year in which there was an increase in such item. If the Committee determines within the time period to award a Bonus, the share of the Annual Bonus Pool to be allocated to Participants shall be pursuant to percentages of the Annual Bonus Pool as set forth in the 1994 Plan to the Company's Chief Executive Officer, and a percentage of the Annual Bonus Pool shall be allocated pro rata to each of the Company's Participants as determined by the Committee. The Committee in its discretion may reduce the percentage of the Annual Bonus Pool to any Participant for any Reference Year, and such reduction shall not increase the share of any other Participant. The 1994 Plan is not the exclusive plan under which the Executive Officers may receive cash or other incentive compensation or bonuses. No bonuses were paid attributable to the 1994 Plan for 2016 and 2015. Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares") through May 28, 2018. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, and awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for the issuance of Restricted Stock Awards and Merit Awards. Such shares shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), Options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. As a condition to any award of Restricted Stock or Merit Award under the 1993 Plan, the Committee may require a participant to pay an amount equal to, or in excess of, the par value of the shares of Restricted Stock or Common Stock awarded to him or her. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during a "Restricted Period", which in the case of grants to employees shall not be less than one year from the date of grant. The Restricted Period with respect to any outstanding shares of Restricted Stock awarded to employees may be reduced by the Committee at any time, but in no event shall the Restricted Period be less than one year. Except for such restrictions, the employee as the owner of such stock shall have all of the rights of a stockholder including, but not limited to, the right to vote such stock and to receive dividends thereon as and when paid. In the event that an employee's employment is terminated for any reason, an employee's Restricted Stock will be forfeited; provided, however, that the Committee may limit such forfeiture in its sole discretion. At the end of the Restricted Period, all shares of Restricted Stock shall be transferred free and clear of all restrictions to the employee. In the case of a Change in Control of the Company (as defined in the 1993 Plan), an employee may receive his or her Restricted Stock free and clear of all restrictions in the discretion of the Committee, or as may otherwise be provided pursuant to the employee's Restricted Stock award. Performance Share awards of Common Stock under the 1993 Plan shall be earned on the basis of the Company's performance in relation to established performance measures for a specific performance period. Such measures may include, but shall not be limited to, return on investment, earnings per share, return on stockholder's equity, or return to stockholders. Performance Shares may not be sold, assigned, transferred, pledged or otherwise encumbered during the relevant performance period. Performance Shares may be paid in cash, shares of Common Stock or shares of Restricted Stock in such portions as the Committee may determine. An employee must be employed at the end of the performance period to receive payments of Performance Shares; provided, however, in the event that an employee's employment is terminated by reason of death, disability, retirement or other reason approved by the Committee, the Committee may limit such forfeiture in its sole discretion. In the case of a Change in Control of the Company (as defined in the 1993 Plan), an employee may receive his or her Performance Shares in the discretion of the Committee, or as may otherwise be provided in the employee's Performance Share award. Incentive plan activity is summarized as follows: (shares in thousands) Number of Shares Under Option Weighted Average Exercise Price Outstanding at January 1, 2015 - $ - Exercised - - Granted - - Expired - - Outstanding at December 31, 2015 - - Exercised - - Granted - - Expired - - Outstanding at December 31, 2016 - - Options exercisable at: December 31, 2016 - $ - December 31, 2015 - $ - Information relating to the 1993 Plan is as follows: (in thousands) December 31, 2016 December 31, 2015 Unamortized compensation cost relating to non-vested stock options $ - $ - Stock based compensation expense recorded for the year ended $ - $ - Options to purchase shares of common stock which were excluded from computation of diluted earnings per share due to the effect of being anti-dilutive in the computation of earnings per share. - Common shares reserved for issuance 4,320 Shares available for future stock option grants 4,320 Intrinsic value of options outstanding $ - Intrinsic value of options exercisable $ - The fair value of option awards are estimated on the date of grant using the Black-Scholes-Merton option valuation model ("Black-Scholes") utilizing certain assumptions at the time of valuation. Expected volatilities are based on historical volatility of the Company's stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is estimated based on the contractual lives of option grants, option vesting period and historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury bond yield in effect at the time of grant. The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions utilized represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from the amounts previously recorded. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be materially different. The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of accounting principles generally accepted in the United States of America and reflects all substantive characteristics of the instruments being valued. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, and given the substantial changes in the price per share of the Company's Common Stock, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. Compensation expense relating to stock options would be recorded in the Consolidated Statement of Operations, with a corresponding increase to additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 - Income Taxes The components of income tax expense (benefit) are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Federal - current $ - $ - State - current (142 ) 140 Total current (142 ) 140 Federal - deferred (1,752 ) (1,365 ) State - deferred (105 ) (205 ) Change in valuation allowance 1,857 1,570 Total deferred - - Income tax expense (benefit) $ (142 ) $ 140 The components of pretax income (loss) and the difference between income taxes computed at the statutory federal rate and the provision for income taxes are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Income (loss) before income taxes $ (3,361 ) $ (4,485 ) Tax expense (benefit) : Tax at statutory federal rate $ (1,176 ) $ (1,570 ) State income taxes (142 ) 140 Permanent items – – Other (681 ) - Change in valuation allowance 1,857 1,570 Income tax expense (benefit) $ (142 ) $ 140 A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Tax at statutory federal rate 35.0 % 35.0 % State income taxes 4.2 (3.1) Permanent difference, tax credits and other adjustments - - Other 20.3 - Change in valuation allowance (55.3) (35.0) Effective income tax rate 4.2 % (3.1) % For the year ended December 31, 2016, other includes amounts relating to deferred tax true-ups. The Company has not been notified of any potential tax audits by any federal, state or local tax authorities. The Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2013. Interest and/or penalties related to underpayments of income taxes, or on uncertain tax positions, if applicable, would be included as a component of income tax expense (benefit). The accompanying financial statements do not include any amounts for penalties. State income tax amounts for the year ended December 31, 2016, reflect a net benefit related to current year and prior year state tax true-ups. State income tax amounts for the year ended December 31, 2015, reflect a provision for a tax on capital imposed by the state jurisdictions. The utilization of certain carryforwards and carrybacks is subject to limitations under U.S. federal income tax laws. Based on the Company's federal tax returns as filed and to be filed, the Company estimates it has federal NOL carryforwards and federal alternative minimum tax credit carryforwards ("AMT Credits") available to reduce future federal taxable income which would expire if unused, as indicated below. The federal NOL carryforwards as of December 31, 2016 are as follows: Tax Year Originating Tax Year Expiring Amount 2006 2026 $ 500,000 2007 2027 12,700,000 2008 2028 4,600,000 2009 2029 2,400,000 2010 2030 1,900,000 2011 2031 1,900,000 2013 2033 3,700,000 2014 2034 4,900,000 2015 2035 4,200,000 2016 2036 2,600,000 $ 39,400,000 AMT credits available, which are not subject to expiration, are as follows: Amount AMT Credits $ 21,000,000 Based on the Company's state tax returns as filed and to be filed, the Company estimates that it has state NOL carryforwards to reduce future state taxable income, which would expire if unused. The state NOL carryforwards as of December 31, 2016 are as follows: Tax Year Originating Tax Year Expiring Amount 2011 2031 $ 1,800,000 2013 2033 2,700,000 2014 2034 4,200,000 2015 2035 4,100,000 2016 2036 2,800,000 $ 15,600,000 The Company has a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows: December 31, 2016 December 31, 2015 Net deferred tax asset $ 36,400,000 $ 34,500,000 Valuation allowance (36,400,000 ) (34,500,000 ) Net deferred tax asset recognized $ - $ - A valuation allowance has been established for the entire deferred tax asset, as management has no basis to conclude that realization is more likely than not. Management does not believe that any significant changes in unrecognized income tax benefits are expected to occur over the next year. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2016 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | Note 10 - Legal Proceedings From time to time, the Company and its subsidiaries may be named as a defendant in various lawsuits or proceedings. At the current time except as set forth below, the Company is unaware of any legal proceedings pending against the Company. The Company intends to aggressively contest all litigation and contingencies, as well as pursue all sources for contributions to settlements. The Company is a party to a lawsuit as follows: AmBase v. 111 West 57 th Sponsor LLC, et al. In April 2016, the Company initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No . 652301/2016, against defendants 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, 111 West 57 th KM Equity LLC, 111 West 57 th KM Group LLC, Kevin Maloney, Matthew Phillips, Michael Stern, Ned White and Franklin R. Kaiman (collectively, "Defendants") and nominal defendant 111 West 57th Partners LLC. AmBase alleges in this action that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57 th Partners, to develop the 111 West 57 th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. The complaint also alleges that defendants have failed to honor the exercise of AmBase's equity put right. AmBase is seeking compensatory damages, as well as punitive damages and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions received by the Defendants. The complaint in this action has been filed and discovery is in the initial stages. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Future minimum rental payments for office space under non-cancellable operating leases for the Company's executive office in Boca Raton, Florida as of December 31, 2016, were as follows (in thousands): Year Amount 2017 $ 13 2018 14 2019 3 2020 - 2021 - Thereafter - $ 30 Rent expense for the period was as follows: ($ in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Rent expense $ 12 $ 12 Approximate square feet of leased office space 1,085 1,085 |
SCHEDULE III. REAL ESTATE AND A
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION | 12 Months Ended |
Dec. 31, 2016 | |
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION [Abstract] | |
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION | AMBASE CORPORATION AND SUBSIDIARIES SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2016 (dollars in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at which Carried at Close of Period Description Encumbrances Land Building & Improvements Improvements Land Building & Improvements Total Office Building: Greenwich, CT $ - $ 554 $ 1,880 $ 20 $ 554 $ 1,900 $ 2,454 Total $ - $ 554 $ 1,880 $ 20 $ 554 $ 1,900 $ 2,454 [Additional columns below] [Continued from above table, first column(s) repeated] COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I Description Accumulated Depreciation Date of Construction Date Acquired Life on Which Depreciation in Latest Income Statement is Computed Office Building: Greenwich, CT $ 774 1970 April, 2001 39 years Total $ 774 [a] Reconciliation of total real estate carrying value is as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at beginning of year $ 2,454 $ 2,454 Improvements - - Acquisitions - - Disposition - - Balance at end of year $ 2,454 $ 2,454 Total cost for federal tax purposes at end of each year $ 2,454 $ 2,454 [b] Reconciliation of accumulated depreciation as follows: Balance at beginning of year $ 726 $ 678 Depreciation expense 48 48 Dispositions - - Balance at end of year $ 774 $ 726 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of accounting | Basis of Accounting The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, that it deems reasonable, 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 such estimates and assumptions. |
Principles of consolidation | Principles of consolidation The consolidated financial statements are comprised of the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated. |
Equity method investment | Equity method investment Investments and ownership interests are accounted for under the equity method of accounting if the Company has the ability to exercise significant influence, but not control (under GAAP), over the investment. Investments accounted for under the equity method are carried at cost, plus or minus the Company's equity in the increases and decreases in the net assets after the date of acquisition and certain other adjustments. The Company's share of income or loss for equity method investments is recorded in the consolidated statements of operations as equity income (loss). Dividends received, if any, would reduce the carrying amount of the Company's investment. |
Non-controlling interests | Non-controlling interests Non-controlling interests as presented in the Company's consolidated financial statements represents the minority ownership's investment in 111 West 57 th Note 4 |
Cash and cash equivalents | Cash and cash equivalents Highly liquid investments, consisting principally of funds held in short-term money market accounts, with original maturities of less than three months, are classified as cash equivalents. The majority of the Company's cash and cash equivalents balances are maintained with a limited number of major financial institutions. Cash and cash equivalents balances at institutions may, at times, be above the Federal Deposit Insurance Corporation insured limit per account. |
Income taxes | Income taxes The Company and its domestic subsidiaries file a consolidated federal income tax return. The Company recognizes both the current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements, calculated based on the provisions of enacted tax laws, including the tax rates in effect for current and future years. Net deferred tax assets are recognized immediately when a more likely than not criterion is met; that is, a greater than 50% probability exists that the tax benefits will actually be realized sometime in the future. For additional information including a discussion of income tax matters see Note 9 |
Earnings per share | Earnings per share Basic earnings per share ("EPS") excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of EPS that could occur if options to issue common stock were exercised. There were no stock options outstanding at December 31, 2016 and December 31, 2015. |
Stock-based compensation | Stock-based compensation Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares"), through May 28, 2018. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, upon awards of Restricted Stock and Performance Shares); however, only a portion of such shares shall be available for issuance for Restricted Stock Awards and Merit Awards. Shares issued pursuant to the 1993 Plan shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. Stock-based compensation expense for all stock-based compensation awards for which vesting is based solely on employment service, are based on the grant date fair value estimated in accordance with accounting principles generally accepted in the United States of America. The Company recognizes these compensation costs for only those shares expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Compensation expense relating to stock options is recorded in the Consolidated Statement of Operations, with a corresponding increase in additional paid-in capital in the Consolidated Statement of Changes in Stockholders' Equity. See Note 8 |
Depreciation | Depreciation Depreciation expense for the Company's owned building is recorded on a straight-line basis over the useful lives of the assets. Tenant improvements if any, would be depreciated over the lesser of the remaining life of the tenants' lease or the estimated useful lives of the improvements. For additional information see Note 3 |
New Accounting Pronouncements | New Accounting Pronouncements There are no new accounting pronouncements that could materially affect the Company's consolidated financial statements. |
Real Estate Owned (Tables)
Real Estate Owned (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate Owned [Abstract] | |
Real Estate Owned | Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows: December 31, 2016 Area of building in square feet 14,500 Square feet utilized by Company 3,500 Number of years depreciation is based upon 39 |
Investment in 111 West 57th P21
Investment in 111 West 57th Partners LLC (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investment in 111 West 57th Partners LLC [Abstract] | |
Initial Investment and Other Information Relating to the 111 West 57th Property | Amounts relating to the Company's initial investment and other information relating to the 111 West 57 th ($ in thousands) Company's aggregate initial investment $ 57,250 Company's aggregate initial membership interest % 60.3 % Other members and Sponsor initial investment $ 37,750 Approximate gross square feet of project 346,000 |
Information Relating to Financing for 111 West 57th Partners | Information relating to the June 30, 2015 financing for 111 West 57 th (in thousands) Financing obtained by 111 West 57 th $ 725,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000 |
Information Relating to the July 2015 Distribution | Information relating to the July 2015 Distribution is as follows: (in thousands) Distribution attributable to Company's investment $ 11,699 Distribution retained by the Company, net of amounts repaid to Capital LLC $ 1,831 |
Capital Contributed by Capital LLC and fully repaid | Capital contributed by Capital LLC in December 2014 and April 2015, which was fully repaid as part of the July 2015 Distribution, was as follows: (in thousands) Capital contributed by Capital LLC $ 9,868 |
Capital Contributions to the Joint Venture | The Company made additional capital contributions to the Joint Venture as indicated below: (in thousands) Year Ended December 31 , 2016 Capital contributions $ - |
Equity Method Investments | The following tables present summarized financial information for the Company's equity method investment in 111 West 57 th th (in thousands) Assets: December 31, 2016 December 31, 2015 Real estate held for development, net $ 563,133 $ 440,370 Escrow deposits 9,000 9,400 Other assets 6,908 26,827 Total assets $ 579,041 $ 476,597 Liabilities: Loans payable $ 441,749 $ 340,693 Other liabilities 16,788 14,447 Total liabilities 458,537 355,140 Equity: Total members' equity 120,504 121,457 Total liabilities and members' equity $ 579,041 $ 476,597 (in thousands) Year Ended December 31 , 2016 Year Ended December 31 , 2015 Rental income $ 0 $ 0 Expenses 953 3,158 Net income (loss) $ (953 ) $ (3,158 ) |
Savings Plans (Tables)
Savings Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Savings Plans [Abstract] | |
Matching Contributions to Savings Plan | The Company's matching contributions to the Savings Plan, charged to expense, were as follows: ($ in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Company matching contributions $ 25 $ 30 Employer match % 33 % 33 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Authorized Common Stock and Cumulative Preferred Stock | Authorized common stock consists of the following: (shares in thousands) December 31, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 85,000 200,000 Issued shares 46,410 46,410 Outstanding shares 40,738 40,738 Authorized cumulative preferred stock consists of the following: (shares in thousands) December 31, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 20,000 50,000 Issued shares - - Outstanding shares - - |
Changes in the Outstanding Shares of Common Stock | Changes in the outstanding shares of Common Stock of the Company are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Common stock outstanding at beginning of period 40,738 40,738 Common stock repurchased for treasury - - Issuance of treasury stock - - Common stock outstanding at end of period 40,738 40,738 |
Changes in Treasury Shares of Common Stock | Changes in the treasury shares of Common Stock of the Company are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Treasury stock held at beginning of period 5,672 5,672 Common stock repurchased for treasury - - Issuance of treasury stock - - Treasury stock held at end of period 5,672 5,672 |
Information Related to Common Stock Repurchase Plan | Information relating to the Repurchase Plan is as follows: (in thousands Year Ended December 31, 2016 Common shares repurchased to treasury during the period - Aggregate cost of shares repurchased during the period $ - (in thousands) December 31, 2016 Total number of common shares authorized for repurchase 10,000 Total number of common shares repurchased to date 6,226 Total number of shares that may yet be repurchased 3,774 |
Common Stock Reserved for Issuance under the Company's Stock Option and Other Employee Benefit Plans | Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan as further described in Note 8 (in thousands) December 31, 2016 1993 Stock Incentive Plan 4,320 Other employee benefit plan 110 Total common shares reserved for issuance 4,430 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share, Including Effect of Dilutive Securities | The calculation of basic and diluted earnings per share, including the effect of dilutive securities is as follows: (in thousands, except per share data) Year Ended December 31, 2016 Year Ended December 31, 2015 Net income (loss) $ (3,219 ) $ (4,625 ) Weighted average common shares outstanding 40,738 40,738 Assumed dilutive effect of stock option exercise(s) - - Weighted average common shares outstanding assuming dilution 40,738 40,738 Net income (loss) per common share - basic $ (0.08 ) $ (0.11 ) Net income (loss) per common share - assuming dilution $ (0.08 ) $ (0.11 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Options to purchase shares of common stock which were excluded from the computation of diluted earnings per share due to the effect of being antidilutive in the computation of earnings per share were as follows: (in thousands) December 31, 2016 December 31, 2015 Option shares - - |
Incentive plans (Tables)
Incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Incentive Plans [Abstract] | |
Summary of Incentive Plan Activity | Incentive plan activity is summarized as follows: (shares in thousands) Number of Shares Under Option Weighted Average Exercise Price Outstanding at January 1, 2015 - $ - Exercised - - Granted - - Expired - - Outstanding at December 31, 2015 - - Exercised - - Granted - - Expired - - Outstanding at December 31, 2016 - - Options exercisable at: December 31, 2016 - $ - December 31, 2015 - $ - |
Other Information Relating to the Plan | Information relating to the 1993 Plan is as follows: (in thousands) December 31, 2016 December 31, 2015 Unamortized compensation cost relating to non-vested stock options $ - $ - Stock based compensation expense recorded for the year ended $ - $ - Options to purchase shares of common stock which were excluded from computation of diluted earnings per share due to the effect of being anti-dilutive in the computation of earnings per share. - Common shares reserved for issuance 4,320 Shares available for future stock option grants 4,320 Intrinsic value of options outstanding $ - Intrinsic value of options exercisable $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Federal - current $ - $ - State - current (142 ) 140 Total current (142 ) 140 Federal - deferred (1,752 ) (1,365 ) State - deferred (105 ) (205 ) Change in valuation allowance 1,857 1,570 Total deferred - - Income tax expense (benefit) $ (142 ) $ 140 |
Income Tax Reconciliation | The components of pretax income (loss) and the difference between income taxes computed at the statutory federal rate and the provision for income taxes are as follows: (in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Income (loss) before income taxes $ (3,361 ) $ (4,485 ) Tax expense (benefit) : Tax at statutory federal rate $ (1,176 ) $ (1,570 ) State income taxes (142 ) 140 Permanent items – – Other (681 ) - Change in valuation allowance 1,857 1,570 Income tax expense (benefit) $ (142 ) $ 140 A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Tax at statutory federal rate 35.0 % 35.0 % State income taxes 4.2 (3.1) Permanent difference, tax credits and other adjustments - - Other 20.3 - Change in valuation allowance (55.3) (35.0) Effective income tax rate 4.2 % (3.1) % |
Alternate Minimum Tax Credit Carryforwards | AMT credits available, which are not subject to expiration, are as follows: Amount AMT Credits $ 21,000,000 |
Calculation of Net Deferred Tax Assets from NOL Carryforwards | The Company has a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows: December 31, 2016 December 31, 2015 Net deferred tax asset $ 36,400,000 $ 34,500,000 Valuation allowance (36,400,000 ) (34,500,000 ) Net deferred tax asset recognized $ - $ - |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net Operating Loss Carryforwards | The federal NOL carryforwards as of December 31, 2016 are as follows: Tax Year Originating Tax Year Expiring Amount 2006 2026 $ 500,000 2007 2027 12,700,000 2008 2028 4,600,000 2009 2029 2,400,000 2010 2030 1,900,000 2011 2031 1,900,000 2013 2033 3,700,000 2014 2034 4,900,000 2015 2035 4,200,000 2016 2036 2,600,000 $ 39,400,000 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net Operating Loss Carryforwards | The state NOL carryforwards as of December 31, 2016 are as follows: Tax Year Originating Tax Year Expiring Amount 2011 2031 $ 1,800,000 2013 2033 2,700,000 2014 2034 4,200,000 2015 2035 4,100,000 2016 2036 2,800,000 $ 15,600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Rental Payments for Office Space under Non-cancellable Operating Leases | Future minimum rental payments for office space under non-cancellable operating leases for the Company's executive office in Boca Raton, Florida as of December 31, 2016, were as follows (in thousands): Year Amount 2017 $ 13 2018 14 2019 3 2020 - 2021 - Thereafter - $ 30 |
Schedule of Rent Expense | Rent expense for the period was as follows: ($ in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Rent expense $ 12 $ 12 Approximate square feet of leased office space 1,085 1,085 |
Organization and Going Concern
Organization and Going Concern (Details) - R. A. Bianco [Member] - Line of Credit [Member] - USD ($) | 1 Months Ended | ||
Jan. 31, 2017 | Mar. 31, 2017 | May 31, 2016 | |
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 1,000,000 | ||
Subsequent Event [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Loans payable | $ 500,000 | ||
Interest rate | 5.25% | ||
Due date | Dec. 31, 2019 |
Real Estate Owned (Details)
Real Estate Owned (Details) - Commercial Office Building [Member] | 12 Months Ended |
Dec. 31, 2016ft² | |
Property, Plant And Equipment [Line Items] | |
Area of building in square feet | 14,500 |
Square feet utilized by Company | 3,500 |
Number of years depreciation is based upon | 39 years |
Investment in 111 West 57th P30
Investment in 111 West 57th Partners LLC (Details) | Jul. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2014 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017USD ($) | May 31, 2016USD ($) | Jun. 28, 2013USD ($)ft² |
Investment in 111 West 57th Partners LLC [Abstract] | |||||||||
Company's aggregate initial investment | $ 57,250,000 | ||||||||
Company's aggregate initial membership interest percentage | 60.30% | ||||||||
Other members and Sponsor initial investment | $ 37,750,000 | ||||||||
Approximate gross square feet of project | ft² | 346,000 | ||||||||
Term of loan | 4 years | ||||||||
Extension option of loan | 1 year | ||||||||
Financing obtained by 111 W 57th Partners | $ 725,000,000 | ||||||||
Annaly CRE LLC initial mortgage and acquisition loan repaid | $ 230,000,000 | ||||||||
Distribution attributable to Company's investment | $ 11,699,000 | ||||||||
Distribution retained by the Company, net of amounts repaid to Capital LLC | $ 1,831,000 | ||||||||
Description of partnership agreement distribution | The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor. | ||||||||
Subordinated participation interest to CEO | 10.00% | ||||||||
Percentage of distribution on company's initial investment to be received prior to CEO receiving percentage distribution | 150.00% | ||||||||
Capital contributed by Capital LLC | $ 9,868,000 | $ 0 | $ 9,868,000 | ||||||
Noncontrolling Interest [Line Items] | |||||||||
Capital contributions | $ 0 | ||||||||
Valuation of shortfall capital contribution as multiple of amount actually contributed | 1.5 | ||||||||
Sponsor calculation of investment LLC aggregate investment percentage after dilution | 48.00% | ||||||||
Net proceeds distributed to partners in July 2015 | $ 0 | 11,699,000 | |||||||
Capital contributions | 0 | 6,911,000 | |||||||
Difference between the Company's carrying amount and the underlying equity | 867,000 | ||||||||
Impairment on the Company's equity method investments | 0 | 0 | |||||||
Assets [Abstract] | |||||||||
Real estate held for development, net | 563,133,000 | 440,370,000 | |||||||
Escrow deposits | 9,000,000 | 9,400,000 | |||||||
Other assets | 6,908,000 | 26,827,000 | |||||||
Total assets | 579,041,000 | 476,597,000 | |||||||
Liabilities [Abstract] | |||||||||
Loans payable | 441,749,000 | 340,693,000 | |||||||
Other liabilities | 16,788,000 | 14,447,000 | |||||||
Total liabilities | 458,537,000 | 355,140,000 | |||||||
Equity [Abstract] | |||||||||
Total members' equity | 120,504,000 | 121,457,000 | |||||||
Total liabilities and members' equity | 579,041,000 | 476,597,000 | |||||||
Income (Loss) [Abstract] | |||||||||
Rental income | 0 | 0 | |||||||
Expenses | 953,000 | 3,158,000 | |||||||
Net income (loss) | $ (953,000) | $ (3,158,000) | |||||||
Capital LLC [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Percentage of outstanding shares to be owned by CEO | 20.00% | ||||||||
Line of Credit [Member] | R. A. Bianco [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||||
Subsequent Event [Member] | Line of Credit [Member] | R. A. Bianco [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Investment LLC [Member] | Capital LLC [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Terms of distributions to Capital LLC | available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement as noted above), second to the Company until it has received 150% of its capital, and; thereafter, available cash is split 10/90 with 10% going to Mr. R.A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance. |
Savings Plans (Details)
Savings Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Matching contributions to savings plan charged to expense [Abstract] | ||
Company matching contributions | $ 25 | $ 30 |
Employer match percentage | 33.00% | 33.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock [Abstract] | ||||
Par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Shares authorized (in shares) | 85,000,000 | 200,000,000 | ||
Shares issued (in shares) | 46,410,000 | 46,410,000 | ||
Shares outstanding (in shares) | 40,738,000 | 40,738,000 | 40,738,000 | 40,738,000 |
Cumulative Preferred Stock [Abstract] | ||||
Par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Shares authorized (in shares) | 20,000,000 | 50,000,000 | ||
Shares issued (in shares) | 0 | 0 | ||
Shares outstanding (in shares) | 0 | 0 | ||
Changes in the outstanding shares of Common Stock [Roll Forward] | ||||
Common stock outstanding at beginning of period (in shares) | 40,738,000 | 40,738,000 | ||
Common stock repurchased for treasury (in shares) | 0 | 0 | ||
Issuance of treasury stock (in shares) | 0 | 0 | ||
Common stock outstanding at end of period (in shares) | 40,738,000 | 40,738,000 | ||
Changes in the treasury shares of Common Stock [Abstract] | ||||
Treasury stock held at beginning of period (in shares) | 5,672,000 | 5,672,000 | ||
Common stock repurchased for treasury (in shares) | 0 | 0 | ||
Issuance of treasury stock (in shares) | 0 | 0 | ||
Treasury stock held at end of period (in shares) | 5,672,000 | 5,672,000 | ||
Common Stock Repurchase Plan [Abstract] | ||||
Common shares repurchased to treasury during the period (in shares) | 0 | 0 | ||
Aggregate cost of shares repurchased during the period | $ 0 | |||
Total number of common shares authorized for repurchase (in shares) | 10,000,000 | |||
Total number of common shares repurchased to date (in shares) | 6,226,000 | |||
Total number of shares that may yet be repurchased (in shares) | 3,774,000 | |||
Common stock reserved for issuance under Company's stock option and other employee benefit plans [Abstract] | ||||
1993 Stock Incentive Plan (in shares) | 4,320,000 | |||
Other employee benefit plan (in shares) | 110,000 | |||
Common shares reserved for issuance (in shares) | 4,430,000 | |||
Stockholder Rights Plan [Abstract] | ||||
Dividends declared, number of right per common share | 1 | |||
Exercise price of rights (in dollars per share) | $ 75 | |||
Minimum percentage of outstanding common shares to be acquired | 25.00% | |||
Minimum percentage of outstanding common shares for tender offer | 20.00% | |||
Redemption price of rights (in dollars per share) | $ 0.05 | |||
Minimum percentage of common shares by a single acquirer or group | 20.00% | |||
Period after accumulation of minimum percentage of common shares to invoke redemption of rights | 10 days |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share Reconciliation [Abstract] | ||
Net income (loss) | $ (3,219) | $ (4,625) |
Weighted average common shares outstanding (in shares) | 40,738 | 40,738 |
Assumed dilutive effect of stock option exercise(s) (in shares) | 0 | 0 |
Weighted average common shares outstanding assuming dilution (in shares) | 40,738 | 40,738 |
Net income (loss) per common share - basic (in dollars per share) | $ (0.08) | $ (0.11) |
Net income (loss) per common share - assuming dilution (in dollars per share) | $ (0.08) | $ (0.11) |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 |
Incentive plans (Details)
Incentive plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock option [Roll Forward] | ||
Exercised (in shares) | 0 | 0 |
Information relating to 1993 Plan [Abstract] | ||
Common shares reserved for issuance (in shares) | 4,430 | |
1993 Stock Incentive Plan [Member] | ||
Stock option [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 0 | 0 |
Exercised (in shares) | 0 | 0 |
Granted (in shares) | 0 | 0 |
Expired (in shares) | 0 | 0 |
Outstanding at end of period (in shares) | 0 | 0 |
Exercisable at end of period (in shares) | 0 | 0 |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of period (in dollars per share) | $ 0 | $ 0 |
Exercised (in dollars per share) | 0 | 0 |
Granted (in dollars per share) | 0 | 0 |
Expired (in dollars per share) | 0 | 0 |
Outstanding at beginning of period (in dollars per share) | 0 | 0 |
Exercisable at end of period (in dollars per share) | $ 0 | $ 0 |
Information relating to 1993 Plan [Abstract] | ||
Unamortized compensation cost relating to non-vested stock options | $ 0 | $ 0 |
Stock based compensation expense recorded for the year ended | $ 0 | $ 0 |
Options to purchase shares of common stock which were excluded from computation of diluted earnings per share due to the effect of being anti-dilutive in the computation of earnings per share (in shares) | 0 | |
Common shares reserved for issuance (in shares) | 4,320 | |
Shares available for future stock option grants (in shares) | 4,320 | |
Intrinsic value of options outstanding | $ 0 | |
Intrinsic value of options exercisable | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Components of income tax expense (benefit) [Abstract] | ||
Federal - current | $ 0 | $ 0 |
State - current | (142,000) | 140,000 |
Total current | (142,000) | 140,000 |
Federal - deferred | (1,752,000) | (1,365,000) |
State - deferred | (105,000) | (205,000) |
Change in valuation allowance | 1,857,000 | 1,570,000 |
Total deferred | 0 | 0 |
Income tax expense (benefit) | (142,000) | 140,000 |
Components of pretax income (loss) and difference between income taxes [Abstract] | ||
Income (loss) before income taxes | (3,361,000) | (4,485,000) |
Tax expense (benefit) [Abstract] | ||
Tax at statutory federal rate | (1,176,000) | (1,570,000) |
State income taxes | (142,000) | 140,000 |
Permanent items | 0 | 0 |
Other | (681,000) | 0 |
Change in valuation allowance | 1,857,000 | 1,570,000 |
Income tax expense (benefit) | $ (142,000) | $ 140,000 |
Reconciliation of federal statutory rate to effective income tax rate [Abstract] | ||
Tax at statutory federal rate | 35.00% | 35.00% |
State income taxes | 4.20% | (3.10%) |
Permanent difference, tax credits and other adjustments | 0.00% | 0.00% |
Other | 20.30% | 0.00% |
Change in valuation allowance | (55.30%) | (35.00%) |
Effective income tax rate | 4.20% | (3.10%) |
Operating Loss Carryforwards [Line Items] | ||
AMT Credits | $ 21,000,000 | |
Net Deferred Tax Asset Arising Primarily From NOL Carryforwards and AMT Credits [Abstract] | ||
Net deferred tax asset | 36,400,000 | $ 34,500,000 |
Valuation allowance | (36,400,000) | (34,500,000) |
Net deferred tax asset recognized | 0 | $ 0 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, amount | $ 39,400,000 | |
Federal [Member] | Tax Year 2006 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,026 | |
Operating loss carryforwards, amount | $ 500,000 | |
Federal [Member] | Tax Year 2007 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,027 | |
Operating loss carryforwards, amount | $ 12,700,000 | |
Federal [Member] | Tax Year 2008 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,028 | |
Operating loss carryforwards, amount | $ 4,600,000 | |
Federal [Member] | Tax Year 2009 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,029 | |
Operating loss carryforwards, amount | $ 2,400,000 | |
Federal [Member] | Tax Year 2010 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,030 | |
Operating loss carryforwards, amount | $ 1,900,000 | |
Federal [Member] | Tax Year 2011 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,031 | |
Operating loss carryforwards, amount | $ 1,900,000 | |
Federal [Member] | Tax Year 2013 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,033 | |
Operating loss carryforwards, amount | $ 3,700,000 | |
Federal [Member] | Tax Year 2014 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,034 | |
Operating loss carryforwards, amount | $ 4,900,000 | |
Federal [Member] | Tax Year 2015 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,035 | |
Operating loss carryforwards, amount | $ 4,200,000 | |
Federal [Member] | Tax Year 2016 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,036 | |
Operating loss carryforwards, amount | $ 2,600,000 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, amount | $ 15,600,000 | |
First Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2011 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,031 | |
Operating loss carryforwards, amount | $ 1,800,000 | |
Second Originated Loss Carryforward [Member] | State [Member] | Tax Year 2013 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,033 | |
Operating loss carryforwards, amount | $ 2,700,000 | |
Second Originated Loss Carryforward [Member] | State [Member] | Tax Year 2014 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,034 | |
Operating loss carryforwards, amount | $ 4,200,000 | |
Second Originated Loss Carryforward [Member] | State [Member] | Tax Year 2015 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,035 | |
Operating loss carryforwards, amount | $ 4,100,000 | |
Second Originated Loss Carryforward [Member] | State [Member] | Tax Year 2016 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax year expiring | 2,036 | |
Operating loss carryforwards, amount | $ 2,800,000 |
Commitments and Contingencies36
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($)ft² | |
Future minimum rental payments for office space under non-cancellable operating leases [Abstract] | ||
2,017 | $ 13 | |
2,018 | 14 | |
2,019 | 3 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Total | 30 | |
Rent expense [Abstract] | ||
Rent expense | $ 12 | $ 12 |
Approximate square feet of leased office space | ft² | 1,085 | 1,085 |
SCHEDULE III. REAL ESTATE AND37
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial Cost to Company, Land | 554 | |||
Initial Cost to Company, Building & Improvements | 1,880 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 20 | |||
Gross Amount at which Carried at the Close of the Period, Land | 554 | |||
Gross Amount at which Carried at the Close of the Period, Building & Improvements | 1,900 | |||
Gross Amount at which Carried at the Close of the Period, Total | $ 2,454 | $ 2,454 | 2,454 | $ 2,454 |
Accumulated Depreciation | 774 | 726 | 774 | 726 |
Reconciliation of total real estate carrying value [Roll Forward] | ||||
Balance at beginning of year | 2,454 | 2,454 | ||
Improvements | 0 | 0 | ||
Acquisitions | 0 | 0 | ||
Disposition | 0 | 0 | ||
Balance at end of year | 2,454 | 2,454 | ||
Total cost for federal tax purposes at end of each year | 2,454 | $ 2,454 | ||
Reconciliation of accumulated depreciation [Roll Forward] | ||||
Balance at beginning of year | 726 | 678 | ||
Depreciation expense | 48 | 48 | ||
Dispositions | 0 | 0 | ||
Balance at end of year | 774 | $ 726 | ||
Commercial Office Building, Greenwich, CT [Member] | ||||
Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 0 | |||
Initial Cost to Company, Land | 554 | |||
Initial Cost to Company, Building & Improvements | 1,880 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 20 | |||
Gross Amount at which Carried at the Close of the Period, Land | 554 | |||
Gross Amount at which Carried at the Close of the Period, Building & Improvements | 1,900 | |||
Gross Amount at which Carried at the Close of the Period, Total | 2,454 | 2,454 | ||
Accumulated Depreciation | $ 774 | $ 774 | ||
Date Constructed | 1,970 | |||
Date Acquired | 2001-04 | |||
Life on Which Depreciated Latest Income Statement | 39 years | |||
Reconciliation of total real estate carrying value [Roll Forward] | ||||
Balance at end of year | $ 2,454 | |||
Reconciliation of accumulated depreciation [Roll Forward] | ||||
Balance at end of year | $ 774 |