Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
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 Common Stock, Shares Outstanding | 40,737,751 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses: | ||
Compensation and benefits | $ 524 | $ 324 |
Professional and outside services | 818 | 904 |
Property operating and maintenance | 32 | 33 |
Depreciation | 0 | 12 |
Insurance | 62 | 36 |
Other operating | 27 | 35 |
Total operating expenses | 1,463 | 1,344 |
Operating income (loss) | (1,463) | (1,344) |
Interest income | 1 | 0 |
Interest expense | (10) | (5) |
Gain on sale of real estate owned | 3,278 | 0 |
Equity income (loss) - 111 West 57th Partners LLC | 0 | (18) |
Income (loss) before income taxes | 1,806 | (1,367) |
Income tax expense (benefit) | 2 | 3 |
Net income (loss) | $ 1,804 | $ (1,370) |
Net income (loss) per common share - basic (in dollars per share) | $ 0.04 | $ (0.03) |
Weighted average common shares outstanding - basic (in shares) | 40,738 | 40,738 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Cash and cash equivalents | $ 1,986 | $ 70 |
Real estate owned: | ||
Land | 0 | 554 |
Buildings | 0 | 1,900 |
Real estate owned, gross | 0 | 2,454 |
Less: accumulated depreciation | 0 | 822 |
Real estate owned, net | 0 | 1,632 |
Deferred tax asset - tax receivable | 20,092 | 20,092 |
Other assets | 0 | 84 |
Total assets | 22,078 | 21,878 |
Liabilities: | ||
Accounts payable and accrued liabilities | 530 | 426 |
Loan payable - related party | 0 | 2,296 |
Other liabilities | 0 | 0 |
Total liabilities | 530 | 2,722 |
Litigation funding agreement (Note 10) | 1,942 | 1,354 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity: | ||
Common stock ($0.01 par value, 85,000 authorized in 2018 and 85,000 authorized in 2017, 46,410 issued and 40,738 outstanding in 2018 and 46,410 issued and 40,738 outstanding in 2017) | 464 | 464 |
Additional paid-in capital | 548,304 | 548,304 |
Accumulated deficit | (523,994) | (525,798) |
Treasury stock, at cost - 2018 - 5,672 shares and 2017 - 5,672 shares | (5,168) | (5,168) |
Total stockholders' equity | 19,606 | 17,802 |
Total liabilities and stockholders' equity | $ 22,078 | $ 21,878 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 85,000 | 85,000 |
Common stock, shares issued (in shares) | 46,410 | 46,410 |
Common stock, shares outstanding (in shares) | 40,738 | 40,738 |
Treasury stock, at cost (in shares) | 5,672 | 5,672 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,804 | $ (1,370) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | ||
Gain on sale of real estate owned | (3,278) | 0 |
Depreciation | 0 | 12 |
Other income | 0 | 0 |
Impairment of equity investment in 111 West 57th Partners LLC | 0 | 0 |
Equity (income) loss - 111 West 57th Partners LLC | 0 | 18 |
Changes in operating assets and liabilities: | ||
Other assets | 84 | 24 |
Accounts payable and accrued liabilities | 104 | 492 |
Other liabilities | 0 | 0 |
Net cash provided (used) by operating activities | (1,286) | (824) |
Cash flows from financing activities: | ||
Proceeds from sale of real estate owned, net | 4,910 | 0 |
Payoff of loan payable - related party | (2,546) | 0 |
Proceeds from loan payable - related party | 250 | 500 |
Proceeds from litigation funding agreement | 588 | 0 |
Net cash provided (used) by financing activities | 3,202 | 500 |
Net change in cash and cash equivalents | 1,916 | (324) |
Cash and cash equivalents at beginning of period | 70 | 586 |
Cash and cash equivalents at end of period | 1,986 | 262 |
Supplemental cash flow disclosure: | ||
Income taxes paid | $ 0 | $ 7 |
The Company and Basis of Presen
The Company and Basis of Presentation and Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
The Company and Basis of Presentation and Going Concern [Abstract] | |
The Company and Basis of Presentation and Going Concern | Note 1 – The Company and Basis of Presentation and Going Concern The accompanying condensed consolidated financial statements of AmBase Corporation and subsidiaries (“AmBase” or the “Company”) are unaudited and subject to year-end adjustments. All material intercompany transactions and balances have been eliminated. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments unless otherwise disclosed, necessary for a fair presentation of the Company’s consolidated financial position, results of operations and cash flows. Results for interim periods are not necessarily indicative of results for the full year. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. 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. The unaudited interim condensed consolidated financial statements presented herein are condensed and should be read in conjunction with the Company’s consolidated financial statements filed in its Annual Report on Form 10‑K for the year ended December 31, 2017. At March 31, 2018, the Company’s assets consisted primarily of cash and cash equivalents and a deferred tax asset. On January 26, 2018, the Company sold its commercial office building in Greenwich, Connecticut, see Note 3 Note 8 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 57 th Street in New York, New York th th th The Company is currently attempting to have the Appellate Division declare the strict foreclosure invalid and to enjoin the strict foreclosure; however, there can be no assurance that the Company will prevail with respect to any of its claims. th Note 4 Note 9 The Company has an appeal pending on its challenge to the Strict Foreclosure, which has not yet been resolved. The Company is currently attempting to have the Appellate Division declare the Strict Foreclosure invalid and to enjoin the Strict Foreclosure. The Company moved for a stay or injunctive relief pending appeal, and that motion was denied by the appellate court on January 18, 2018. See Note 4 Note 9 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 condensed consolidated financial statements assuming the Company will continue as a going concern. th Note 4 Note 9 th Note 3 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 which may include additional borrowings from affiliates of the Company, 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 sell any of its assets or attain such financing at terms acceptable to the Company, if at all. In September 2017, the Company and Mr. Richard A. Bianco, the Company’s Chairman, President and Chief Executive Officer (“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 57 th Note 10 With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is continuing to pursue various legal courses of action, as well as considering other possible economic strategies, including the possible sale of the Company’s interest in and/or rights with respect to the 111 West 57th Property. The Company is continuing to pursue other options to realize the Company’s investment value and/or protect its legal rights. The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce’s actions described herein, whether the Sponsors will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57 th th th Note 4 Note 9. 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 57 th In May 2016, the Company and Mr. R. A. Bianco entered into an agreement for Mr. R. A. Bianco to provide to the Company a secured working capital line of credit. Pursuant to this agreement, Mr. Bianco has made several loans to the Company, for use as working capital. On January 26, 2018, in connection with the sale by the Company of its office building in Greenwich, Connecticut, the Company repaid the full amount of the working capital loan, plus accrued interest to Mr. R. A. Bianco, and in connection therewith the working capital line of credit was terminated. For additional information, see Note 11 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies New accounting pronouncements There are no new accounting pronouncements that would likely materially affect the Company’s condensed consolidated financial statements. |
Real Estate Sold
Real Estate Sold | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Sold [Abstract] | |
Real Estate Sold | Note 3 – Real Estate Sold On January 26, 2018, the Company sold its building in Greenwich, Connecticut, to Maria USA, Inc. an unaffiliated third party. A gain from the sale is reflected in the Company’s condensed consolidated statement of operations for the quarterly period ending March 31, 2018. The Company used a portion of the sale proceeds to repay the full amount of the working capital loan plus accrued interest to Mr. R. A. Bianco. See N ote 11 Information relating to the sale of the Company’s real estate owned in Greenwich, Connecticut is as follows: (in thousands) Amounts Gross sales price $ 5,200 Less: Transactions costs (290 ) Proceeds from the sale of real estate owned, net 4,910 Less: Real estate carrying value, (net of accumulated depreciation) (1,632 ) Net gain on sale of real estate $ 3,278 |
Investment in 111 West 57th Par
Investment in 111 West 57th Partners LLC | 3 Months Ended |
Mar. 31, 2018 | |
Investment in 111 West 57th Partners LLC [Abstract] | |
Investment in 111 West 57th Partners LLC | Note 4 – Investment in 111 West 57 th In June 2013, the Company purchased an equity interest in the 111 West 57 th th th The Company is currently attempting to have the Appellate Division declare the strict foreclosure invalid and to enjoin the strict foreclosure; however, there can be no assurance that the Company will prevail with respect to any of its claims. For additional information with regard to the Company’s legal proceedings related to the 111 West 57 th Property, see Note 9 herein. See below for additional information with regard to background information regarding the Company’s 111 West 57 th th In June 2013, 111 West 57 th th th th th th Amounts relating to the Company’s initial June 2013 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 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”) , 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 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 Property. Pursuant to the terms of the Amended and Restated Investment Operating Agreement, Mr. R.A. Bianco has no voting rights with respect to his interest in Investment LLC, and his entitlement to receive 10% of the distributions from Investment LLC is subject to the Company first receiving distributions equal to 150% of the Company’s initial aggregate investment in Investment LLC and the Joint Venture, plus any additional investments by the Company , and only with respect to any distributions thereafter. At the current time the Company has not expensed nor accrued any amounts relating to this subordinated participation interest, as no amount or range of amounts can be reasonably estimated or assured. 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 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 Sponsors deemed the Shortfall Capital Contributions as dilutive capital contributions to the Company. The Company disagrees with the Sponsors’ investment percentage calculations. The Sponsors have taken the position that the Capital Contribution Requests, if taken together, would have caused the Company’s combined ownership percentage 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. On June 30, 2015, 111 West 57 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 $ 400,000 Financing obtained by 111 West 57 th $ 325,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000 In April 2016, AmBase initiated a litigation in the New York State Supreme Court for New York County (the “NY Court”), Index No . 652301/2016, (“ AmBase v. 111 West 57 th Sponsor LLC, et al.”) (the “111 West 57 th Action”). The defendants in that litigation are 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 that action that Defendants violated multiple provisions in the JV Agreement, including by failing to honor the exercise of AmBase’s contractual “equity put right” as set forth in the JV Agreement (the “Equity Put Right”). AmBase is seeking compensatory damages, as well as punitive damages, indemnification and equitable relief including a declaration of the parties’ rights, and an accounting. The Company has also demanded from the Sponsor access to the books and records for the 111 West 57 th Property which the Sponsor refused, claiming they have provided all books and records as required. The Defendants filed motions to dismiss, and on January 12, 2018, the NY Court issued an opinion allowing some of AmBase’s claims to go forward and dismissing others. Among other claims that the NY Court declined to dismiss was AmBase’s claim that the Defendants violated the implied covenant of good faith and fair dealing by frustrating AmBase’s Equity Put Right by declining to produce a timely budget. Claims that the NY Court dismissed included AmBase’s claim that the Defendants breached their contract with AmBase by financing capital contributions for the project through funds obtained from third parties. On January 16, 2018, some of the Defendants wrote to the NY Court suggesting that the opinion contained certain clerical errors and was missing a page. On January 18, 2018, the NY Court removed its previous opinion from the docket and on January 29, 2018, posted a revised opinion. A discovery conference in this case was held on February 27, 2018. The Company is in the process of filing a stipulated third amended complaint based on information discovered during the course of discovery and events that have transpired since the Company filed its previous complaint in the 111 West 57th Action. For additional information, see Note 9. In December 2016, the Sponsor proposed for approval a “proposed budget” (the “Proposed Budget”), which the Sponsor claims represented an increase to the aggregate of hard cost line items of an amount slightly below the Equity Put Right threshold amount and a further increase in other costs thus resulting in the need for additional funding in order to complete the project. The Company disputes, among other items, the calculation of the percentage increase of hard costs shown in the Proposed Budget. The Company believes the aggregate projected hard costs in the Proposed Budget exceed a contractually stipulated limit as a percentage of the hard costs set forth in the prior approved budget, thus allowing Investment LLC the option to exercise its Equity Put Right. Consequently, subsequent to the Sponsors’ presentation of the Proposed Budget, Investment LLC notified the Sponsor that it was exercising its Equity Put Right pursuant to the JV Agreement. The Sponsor refused to honor the exercise of Investment LLC’s Equity Put Right. The Sponsor claims, among other things, that the conditions precedent were not met because they clain the increase in aggregate hard costs in the Proposed Budget does not exceed the contractually stipulated limit that would allow exercise of the Equity Put Right. The Company further contends that a portion of the Proposed Budget increases should be manager overruns (as defined in the JV Agreement) and thus should be paid for by the Sponsor. The Sponsor denies that the Proposed Budget increases were manager overruns. The Company continues to challenge the nature and substance of the Proposed Budget increases and how they should be treated pursuant to the JV Agreement. 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 57 th The Sponsor claimed that additional borrowings of $60 million to $100 million were needed to complete the project. In addition, the Company had been informed by the Sponsors, that Apollo had indicated that due to budget increases, it believed the current loan had been “out of balance” (meaning, according to Apollo, the projected budget exceeds the original budget approved in connection with the loan); and thus 111 West 57th Partners LLC (“111 West 57th Partners”), or its subsidiaries would need additional funding in order to bring the loan back into balance. The Company considered approving the additional financing, but informed the Sponsor that it had concerns about the Proposed Budget and the implications of the Proposed Budget, as well as other questions which needed to be addressed first. Apollo had previously provided loan forbearances to the borrowers and guarantors in order to allow the Sponsor time (while the building continued to be built) to raise the additional financing that it claimed would be needed in order to complete the 111 West 57th project. This forbearance period ended on June 29, 2017. Around this date, the Company was advised that Apollo sold $25 million of the mezzanine loan—broken off as a junior mezzanine loan—to an affiliate of Spruce Capital Partners LLC, (“Spruce”) (the “Junior Mezzanine Loan”). On June 30, 2017, Spruce declared an event of default under the Junior Mezzanine Loan and demanded immediate payment of the full outstanding balance of the Junior Mezzanine Loan. Spruce gave notice to the junior mezzanine borrower that it proposed to accept the pledged collateral (including the joint venture members’ collective interest in the property) in full satisfaction of the joint venture’s indebtedness under the Junior Mezzanine Loan (i.e., a “Strict Foreclosure”). On July 25, 2017, the Company filed a complaint against Spruce and the Sponsor and requested injunctive relief halting the Strict Foreclosure from the New York State Supreme Court for New York County, (the “NY Court”) Index No. 655031/2017 , (the “111 West 57 th Spruce Action”) The defendants in the 111 West 57 th Spruce action are 111 W57 Mezz Investor, LLC, Spruce Capital Partners LLC, 111 West 57th Sponsor LLC, Michael Z. Stern, and Kevin P. Maloney (collectively, “Defendants”) and nominal defendants 111 West 57th Partners LLC and 111 West 57 th Mezz 1 LLC. On August 30, 2017, Spruce issued a Notice of Retention of Pledged Collateral in Full Satisfaction of Indebtedness. By purporting to accept the pledged collateral, pursuant to a Strict Foreclosure process, Spruce claims to have completed the retention of the collateral pledged by the junior mezzanine borrower, and therefore, the Company’s interest in the 111 West 57th Street Property. The Company has an appeal pending on its challenge to the Strict Foreclosure, which has not yet been resolved. The Company is currently attempting to have the Appellate Division declare the Strict Foreclosure invalid and to enjoin the Strict Foreclosure. The Company moved for a stay or injunctive relief pending appeal, and that motion was denied by the appellate court on January 18, 2018. See Note 9 As noted above, despite ongoing litigation challenging the legitimacy of the actions taken by the Sponsor and Spruce in connection with the Company’s investment in the 111 West 57 th Property as further discussed herein, in accordance with GAAP, the Company recorded an impairment of its equity investment in the 111 West 57 th Property of $63,745,000, for the full year period ended December 31, 2017. The carrying value of the Company’s equity investment in the 111 West 57 th Property represented a substantial portion of the Company’s assets and net equity value. The Company is and will continue to pursue the recovery of its asset value from various sources of recovery; however, there can be no assurance that the Company will prevail with respect to any of its claims. For additional information with regard to the Company’s legal proceedings related to the 111 West 57 th Property, see Note 9 herein. For information relating to the Litigation Funding Agreement entered into between the Company and Mr. Richard A. Bianco, the Company’s President and Chief Executive Officer, see Note 10. With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is continuing to pursue various legal courses of action, as well as considering other possible economic strategies, including the possible sale of the Company’s interest in and/or rights with respect to the 111 West 57th Property. The Company is continuing to pursue other options to realize the Company’s investment value and/or protect its legal rights. The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce’s actions described herein, whether the Sponsor will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57 th th th Note 9. 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 57 th The Company recorded its investment in 111 West 57 th th As a result of the matters described herein, the following tables present summarized financial information for 111 West 57 th th (in thousands) Three Months Ended March 31, 2017 Rental income $ - Expenses 31 Net income (loss) $ (31 ) |
Savings Plan
Savings Plan | 3 Months Ended |
Mar. 31, 2018 | |
Savings Plan [Abstract] | |
Savings Plan | Note 5 - Savings Plan 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 Three Months Ended March 31, 2018 March 31, 2017 Company matching contributions $ 22 $ 12 Employer match % 33 % 33 % |
Common Stock Repurchase Plan
Common Stock Repurchase Plan | 3 Months Ended |
Mar. 31, 2018 | |
Common Stock Repurchase Plan [Abstract] | |
Common Stock Repurchase Plan | Note 6 – 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 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) Three Months Ended March 31, 2018 Common shares repurchased to treasury during period - Aggregate cost of shares repurchased during period $ - (in thousands) March 31, 2018 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 |
Incentive Plans
Incentive Plans | 3 Months Ended |
Mar. 31, 2018 | |
Incentive Plans [Abstract] | |
Incentive Plans | Note 7 – Incentive Plans The Company’s 1993 Stock Incentive Plan (the “1993 Plan”), expires in May 2018, and at the current time the Company has elected not to extend it. There are no awards outstanding under the 1993 Plan and there has been no recent activity pursuant to the 1993 Plan. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | Note 8 - 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 condensed 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. The Company has not been notified of any potential tax audits by any federal, state or local tax authorities. As such, 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 2014. Interest and/or penalties related 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 interest and/or penalties. State income tax amounts for the three months ended March 31, 2018 and the three months ended March 31, 2017, 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 available to reduce future federal taxable income which would expire if unused, as indicated below. The federal NOL carryforwards as of December 31, 2017, 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 3,400,000 2017 2037 4,400,000 $ 44,600,000 Alternative Minimum Tax (“AMT”) Credit carryforwards available, which can be used to offset income generated in future years which are not subject to expiration, are as follows : Amount AMT Credits carryforwards $ 21,600,000 As noted above the Company has AMT Credit carryforwards from prior tax years. In accordance with the 2017 Tax Act AMT Credit carryforwards, subject to certain estimated reduction adjustments to the amount indicated above, are expected to be claimed by the Company as refundable on tax returns to be filed in future tax years and at various percentages as noted below. The Company’s AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year are Tax Year (a) Declining balance of the AMT Credit carryforward amount(s) available for each tax year (a) (b) % of AMT Credit carryforward amount(s) available to be claimed as refundable for each tax year AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year (a) (b) 2018 $ 20,092,000 50 % $ 10,046,000 2019 10,046,000 50 % 5,023,000 2020 5,023,000 50 % 2,511,500 2021 2,511,500 100 % 2,511,500 $ 20,092,000 (a) Assumes no regular federal income tax liability in tax years presented above which would reduce any AMT Credit carryforward amount(s) ultimately refunded. (b) The declining balance of the AMT Credit carryforward amount(s) available for each tax year and the AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year are net of certain estimated adjustments from the previously disclosed AMT Credit carryforward amounts. The 2017 Tax Act makes broad and complex changes to the Internal Revenue Code of 1986, as amended (the “Code”), including, among other changes, significant changes to the U.S. corporate tax rate and certain other changes to the Code that impact the taxation of corporations. The U.S. Treasury Department, the Internal Revenue Service (“IRS”), and other standard-setting bodies could interpret or issue guidance on how provisions of the 2017 Tax Act will be applied or otherwise administered that differs from our interpretation. As we complete our analysis of the 2017 Tax Act, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may materially impact our provision for income taxes in the period in which the adjustments are made. Additionally, there is risk relating to assumptions regarding the outcome of tax matters, The Company’s management is continuing to work closely with outside advisors on the Company’s tax matters as they relate to the 2017 Tax Act and on the various federal tax return matters for the numerous interrelated tax years, including the provisions and application of the 2017 Tax Act along with the amounts and timing of any AMT Credit carryforward refunds. The AMT Credit carryforwards by the Company from prior tax years and related refund(s) could potentially be subject to IRS or other tax authority audits, including possible IRS Joint Committee review and/or approval. Neither the Company nor its outside advisors can predict whether or not the IRS and/or other tax authorities will review the Company’s tax returns to be filed and/or as filed in prior years. 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, as indicated below. The state NOL carryforwards as of December 31, 2017, 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 2017 2037 1,200,000 $ 16,800,000 The Company has a deferred tax asset arising primarily from NOL carryforwards and AMT Credit carryforwards. At December 31, 2017, a valuation allowance was released in relation to the AMT Credit carryforwards which are projected to be refundable as part of the 2017 Tax Act enacted in December 2017. A full valuation allowance remains on the remaining deferred tax asset amounts, 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 | 3 Months Ended |
Mar. 31, 2018 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | Note 9 - 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 material legal proceedings as follows: AmBase Corp., et al. v. 111 West 57 th Sponsor LLC, et al. In April 2016, AmBase initiated a litigation in the New York State Supreme Court for New York County (the “NY Court”), Index No. 652301/2016, (“ AmBase v. 111 West 57 th Sponsor LLC, et al.”) (the “111 West 57 th Action”). The defendants in that litigation are 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 that action, that Defendants violated multiple provisions in the JV Agreement, including by failing to honor the exercise of AmBase's contractual “equity put right” as set forth in the JV Agreement (the “Equity Put Right”). AmBase is seeking compensatory damages, as well as punitive damages, indemnification and equitable relief including a declaration of the parties’ rights, and an accounting. The Company has also demanded from the Sponsor access to the books and records for the 111 West 57 th Property which the Sponsor refused, claiming they have provided all books and records as required. The Defendants filed motions to dismiss, and on January 12, 2018, the NY Court issued an opinion allowing some of AmBase’s claims to go forward and dismissing others. Among other claims that the NY Court declined to dismiss was AmBase’s claim that the Defendants violated the implied covenant of good faith and fair dealing by frustrating AmBase’s Equity Put Right by declining to produce a timely budget. Claims that the NY Court dismissed included AmBase’s claim that the Defendants breached their contract with AmBase by financing capital contributions for the project through funds obtained from third parties. On January 16, 2018, some of the Defendants wrote to the NY Court suggesting that the opinion contained certain clerical errors and was missing a page. On January 18, 2018, the NY Court removed its previous opinion from the docket and on January 29, 2018, posted a revised opinion. A discovery conference in this case was held on February 27, 2018. The Company is in the process of filing a stipulated third amended complaint based on information discovered during the course of discovery and events that have transpired since the Company filed its previous complaint in the 111 West 57th Action. Among other things, that complaint will add four new defendants: 111 Construction Manager LLC, Property Markets Group, Inc., JDS Development LLC, and JDS Construction Group LLC. The parties have agreed to a briefing schedule for Defendants’ anticipated motion to dismiss that complaint, which will hold even if Defendants remove the action to federal court. For additional information with regard to the Company’s investment in the 111 West 57 th Property, see Note 4 . AmBase Corp., et al. v. Spruce Capital Partners, et al. 655031/2017 , (the “111 West 57 th Spruce Action”) The defendants in the 111 West 57 th Spruce action are 111 W57 Mezz Investor, LLC, Spruce Capital Partners LLC, 111 West 57th Sponsor LLC, Michael Z. Stern, and Kevin P. Maloney (collectively, “Defendants”) and nominal defendants 111 West 57th Partners LLC and 111 West 57 th Mezz 1 LLC. Spruce had given notice to the junior mezzanine borrower that it proposed to accept the pledged collateral (including the joint venture members’ collective interest in the property) in full satisfaction of the joint venture’s indebtedness under the Junior Mezzanine Loan (i.e., a “Strict Foreclosure”). After the Sponsors refused to object to Spruce’s proposal on behalf of the junior mezzanine borrower, and Spruce refused to commit to honor Investment LLC’s objection on its own behalf, the Company initiated this litigation to obtain injunctive relief halting the Strict Foreclosure. For additional information on the events leading to this litigation see Note 4 On July 26, 2017, the NY Court issued a temporary restraining order barring Spruce from accepting the collateral, pending a preliminary injunction hearing scheduled for August 14, 2017. Spruce and the Sponsors subsequently filed papers in opposition to the request for a preliminary injunction and cross-motions to dismiss and quash subpoenas. On August 14, 2017, the NY Court postponed the hearing until August 28, 2017, keeping the temporary restraining order preventing a Strict Foreclosure in effect until the August 28, 2017, hearing. Subsequently the Company filed response briefs in support of their request for injunctive relief halting the Strict Foreclosure process and briefs in opposition to the motions to quash the subpoenas. On August 28, 2017, the NY Court held a preliminary injunction hearing, lifted the temporary restraining order, denied Plaintiffs’ request for a preliminary injunction, and granted Defendants’ cross-motions. In order to prevent the Strict Foreclosure process from going forward, the Company immediately obtained an interim stay from the New York Supreme Court Appellate Division, First Judicial Department (“Appellate Division”). That stay remained in place until four (4) P.M. August 29, 2017, permitting the Company to obtain an appealable order, notice an appeal, and move for a longer-term stay or injunctive relief pending appeal. The Appellate Division held a hearing on August 29, 2017, to consider the Company’s motion for an interim stay or injunctive relief pending appeal, both of which it denied, thus allowing the purported Strict Foreclosure to move forward. The Company will continue to challenge the validity of the actions that led to this purported transfer of title, including appeal. On August 30, 2017, Spruce issued a Notice of Retention of Pledged Collateral in Full Satisfaction of Indebtedness. By purporting to accept the pledged collateral, pursuant to a Strict Foreclosure process, Spruce claims to have completed the retention of the collateral pledged by the junior mezzanine borrower, and therefore, the Company’s interest in the 111 West 57th Street Property. The carrying value of the Company’s equity investment in the 111 West 57 th The Company has an appeal pending on its challenge to the Strict Foreclosure, which has not yet been resolved. The Company is currently attempting to have the Appellate Division declare the Strict Foreclosure invalid and to enjoin the Strict Foreclosure. The Company moved for a stay or injunctive relief pending appeal, and that motion was denied by the appellate court on January 18, 2018. Since the Company is not party to the Loan Agreements, it does not have access to communications with the lenders, except for those individual communications that the Sponsors have elected to share or that have been produced in the ongoing litigation. th th th For additional information with regard to the Company’s recording of an impairment of its equity investment in the 111 West 57 th see Note 4. th For information relating to the Litigation Funding Agreement entered into between the Company and Mr. Richard A. Bianco, the Company’s President and Chief Executive Officer, see Note 10 With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is continuing to pursue various legal courses of action, as well as considering other possible economic strategies, including the possible sale of the Company’s interest in and/or rights with respect to the 111 West 57th Property. The Company is continuing to pursue other options to realize the Company’s investment value and/or protect its legal rights. The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce’s actions described herein, whether the Sponsors will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57 th th th Note 9. 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 57 th IsZo Capital L.P. derivatively and on behalf of AmBase Corporation v. Richard A. Bianco, et al . IsZo Capital L.P. derivatively and on behalf of AmBase Corporation v. Richard A. Bianco, et al. th th was served and filed in early May 2018 |
Litigation Funding Agreement
Litigation Funding Agreement | 3 Months Ended |
Mar. 31, 2018 | |
Litigation Funding Agreement [Abstract] | |
Litigation Funding Agreement | Note 10 – Litigation Funding Agreement In September 2017, the Company’s executive officers and its Board of Directors concluded that it was in the Company’s interest to obtain a litigation funding commitment to finance litigation with respect to the ongoing disputes with the Sponsors and the lenders in the 111 West 57 th th As a result of developments in the legal proceedings concerning the Company’s equity investment in the 111 West 57 th th th In consideration of such financial commitment, the Litigation Funding Agreement provides that any financial recovery in such Future Recovery Litigation shall be distributed as follows: i. first, to reimburse Mr. Bianco on a dollar-for-dollar basis for any Company litigation expenses and/or other unpaid amounts advanced by him in connection with Future Recovery Litigation; and ii. thereafter, a percentage of the recovery to the Company and a percentage of the recovery to Mr. Bianco, respectively, (the “Recovery Sharing Ratio”); with the ratio and percentages of 30% to 45% depending on the length of time to obtain recovery. The payment of the amounts pursuant to the Litigation Funding Agreement could become payable by the Company in the future based on the recovery by the Company of amounts relating to the 111 West 57 th Legal expenses incurred attributable to the Litigation Funding Agreement are included in the Company’s condensed consolidated statement of operations as part of professional and outside services, as follows: (in thousands Three Months Ended March 31, 2018 March 31, 2017 Legal expenses attributable to the Litigation Funding Agreement $ 681 $ - In April 2018, Mr. R. A. Bianco funded an additional $250,000 of legal expenses pursuant to the Litigation Funding Agreement, for litigation services rendered in March 2018. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2018 | |
Loans Payable [Abstract] | |
Loans Payable | Note 11 – Loans Payable In May 2016, the Company 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 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 (the “WC Agreement”). Pursuant to the WC Agreement, Mr. R. A. Bianco made several loans to the Company for use as working capital. The loans were due on the earlier of the date the Company received funds from any source sufficient to pay all amounts due under the loans, including accrued interest thereon, or the due date noted below. Accrued interest payable associated with the loans was included in accounts payable and accrued liabilities in the Company’s consolidated balance sheet. In January 2018, pursuant to the WC Agreement, Mr. R.A. Bianco made an additional loan to the Company for use as working capital as reflected and in accordance with the same terms of the loans payable noted herein. Information regarding the loans payable is as follows: Date of Loan Rate Due Date March 31, 2018 December 31, 2017 Loan payable January 2017 5.25% December 31, 2019 $ - $ 500,000 Loan payable April 2017 5.25% December 31, 2019 - 500,000 Loan payable June 2017 5.25% December 31, 2019 - 500,000 Loan payable September 2017 5.25% December 31, 2019 - 150,000 Loan payable October 2017 5.25% December 31, 2019 - 446,000 Loan payable December 2017 5.25% December 31, 2019 - 200,000 $ - $ 2,296,000 Information regarding accrued interest expense on the loans payable is as follows: (in thousands) December 31, 2017 Accrued interest expense $ 67 The amounts noted above pursuant to the WC Agreement are distinct from the line of credit agreement for the 111 West 57 th Note 4 Note 10 On January 26, 2018, in connection with the sale by the Company of its commercial office building in Greenwich, Connecticut, the Company repaid the full amount of the working capital loan, plus accrued interest aggregating $2,623,000 to Mr. R. A. Bianco, and the working capital line of credit agreement was terminated. See Note 3 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 - Subsequent Events The Company has performed a review of events subsequent to the balance sheet dated March 31, 2018, through the report issuance date. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
New Accounting Pronouncements | New accounting pronouncements There are no new accounting pronouncements that would likely materially affect the Company’s condensed consolidated financial statements. |
Real Estate Sold (Tables)
Real Estate Sold (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Sold [Abstract] | |
Information Relating to Sale of Real Estate Owned | Information relating to the sale of the Company’s real estate owned in Greenwich, Connecticut is as follows: (in thousands) Amounts Gross sales price $ 5,200 Less: Transactions costs (290 ) Proceeds from the sale of real estate owned, net 4,910 Less: Real estate carrying value, (net of accumulated depreciation) (1,632 ) Net gain on sale of real estate $ 3,278 |
Investment in 111 West 57th P20
Investment in 111 West 57th Partners LLC (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 June 2013 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 $ 400,000 Financing obtained by 111 West 57 th $ 325,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000 |
Equity Method Investments | As a result of the matters described herein, the following tables present summarized financial information for 111 West 57 th th (in thousands) Three Months Ended March 31, 2017 Rental income $ - Expenses 31 Net income (loss) $ (31 ) |
Savings Plan (Tables)
Savings Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Savings Plan [Abstract] | |
Matching Contributions to Savings Plan | The Company’s matching contributions to the Savings Plan, charged to expense, were as follows: ($ in thousands Three Months Ended March 31, 2018 March 31, 2017 Company matching contributions $ 22 $ 12 Employer match % 33 % 33 % |
Common Stock Repurchase Plan (T
Common Stock Repurchase Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Common Stock Repurchase Plan [Abstract] | |
Information Relating to Repurchase Plan | Information relating to the Repurchase Plan is as follows: ( in thousands) Three Months Ended March 31, 2018 Common shares repurchased to treasury during period - Aggregate cost of shares repurchased during period $ - (in thousands) March 31, 2018 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Alternate Minimum Tax Credit Carryforwards | Alternative Minimum Tax (“AMT”) Credit carryforwards available, which can be used to offset income generated in future years which are not subject to expiration, are as follows : Amount AMT Credits carryforwards $ 21,600,000 |
Alternative Minimum Tax ("AMT") Credit Carryforwards Projected to be Claimed as Refundable for Each Tax Year | The Company’s AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year are Tax Year (a) Declining balance of the AMT Credit carryforward amount(s) available for each tax year (a) (b) % of AMT Credit carryforward amount(s) available to be claimed as refundable for each tax year AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year (a) (b) 2018 $ 20,092,000 50 % $ 10,046,000 2019 10,046,000 50 % 5,023,000 2020 5,023,000 50 % 2,511,500 2021 2,511,500 100 % 2,511,500 $ 20,092,000 (a) Assumes no regular federal income tax liability in tax years presented above which would reduce any AMT Credit carryforward amount(s) ultimately refunded. (b) The declining balance of the AMT Credit carryforward amount(s) available for each tax year and the AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year are net of certain estimated adjustments from the previously disclosed AMT Credit carryforward amounts. |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net Operating Loss Carryforwards | The federal NOL carryforwards as of December 31, 2017, 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 3,400,000 2017 2037 4,400,000 $ 44,600,000 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net Operating Loss Carryforwards | The state NOL carryforwards as of December 31, 2017, 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 2017 2037 1,200,000 $ 16,800,000 |
Litigation Funding Agreement (T
Litigation Funding Agreement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Litigation Funding Agreement [Abstract] | |
Schedule of Litigation Funding Agreement | Legal expenses incurred attributable to the Litigation Funding Agreement are included in the Company’s condensed consolidated statement of operations as part of professional and outside services, as follows: (in thousands Three Months Ended March 31, 2018 March 31, 2017 Legal expenses attributable to the Litigation Funding Agreement $ 681 $ - |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Loans Payable [Abstract] | |
Information Regarding Loans Payable | Information regarding the loans payable is as follows: Date of Loan Rate Due Date March 31, 2018 December 31, 2017 Loan payable January 2017 5.25% December 31, 2019 $ - $ 500,000 Loan payable April 2017 5.25% December 31, 2019 - 500,000 Loan payable June 2017 5.25% December 31, 2019 - 500,000 Loan payable September 2017 5.25% December 31, 2019 - 150,000 Loan payable October 2017 5.25% December 31, 2019 - 446,000 Loan payable December 2017 5.25% December 31, 2019 - 200,000 $ - $ 2,296,000 |
Information Regarding Accrued Interest Expense on Loans Payable | Information regarding accrued interest expense on the loans payable is as follows: (in thousands) December 31, 2017 Accrued interest expense $ 67 |
Real Estate Sold (Details)
Real Estate Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant And Equipment [Line Items] | |||
Less: Real estate carrying value, (net of accumulated depreciation) | $ 0 | $ (1,632) | |
Net gain on sale of real estate | 3,278 | $ 0 | |
Commercial Office Building [Member] | |||
Property, Plant And Equipment [Line Items] | |||
Gross sales price | 5,200 | ||
Less: Transactions costs | (290) | ||
Proceeds from the sale of real estate owned, net | 4,910 | ||
Less: Real estate carrying value, (net of accumulated depreciation) | (1,632) | ||
Net gain on sale of real estate | $ 3,278 |
Investment in 111 West 57th P27
Investment in 111 West 57th Partners LLC (Details) $ in Thousands | Jun. 29, 2017USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2014 | Dec. 31, 2017USD ($) | May 31, 2016USD ($) | Jun. 28, 2013USD ($)ft² |
Schedule of Equity Method Investments [Line Items] | ||||||||
Company's aggregate initial investment | $ 57,250 | |||||||
Company's aggregate initial membership interest % | 60.30% | |||||||
Other members and Sponsor initial investment | $ 37,750 | |||||||
Approximate gross square feet of project | ft² | 346,000 | |||||||
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% | |||||||
Annaly CRE LLC initial mortgage and acquisition loan repaid | $ 230,000 | |||||||
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% | |||||||
Term of loan | 4 years | |||||||
Extension option of loan | 1 year | |||||||
Impairment on the Company's equity method investments | $ 0 | $ 0 | $ 63,745 | |||||
Income (Loss) [Abstract] | ||||||||
Rental income | 0 | |||||||
Expenses | 31 | |||||||
Net income (loss) | (31) | |||||||
Line of Credit [Member] | R. A. Bianco [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Maximum borrowing capacity | $ 10,000 | $ 1,000 | ||||||
Minimum [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Additional borrowing required to complete project | 60,000 | |||||||
Maximum [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Additional borrowing required to complete project | $ 100,000 | |||||||
Capital LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of outstanding shares to be owned by CEO | 20.00% | |||||||
Investment LLC [Member] | Capital LLC [Member] | ||||||||
Schedule of Equity Method Investments [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. | |||||||
AIG [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Financing obtained by 111 W 57th Partners | 400,000 | |||||||
Apollo [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Financing obtained by 111 W 57th Partners | $ 325,000 | |||||||
Junior Mezzanine Loan [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Junior mezzanine loan sold by lender to an affiliate of Spruce Capital Partners LLC | $ 25,000 |
Savings Plan (Details)
Savings Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Savings Plan [Abstract] | ||
Company matching contributions | $ 22 | $ 12 |
Employer match % | 33.00% | 33.00% |
Common Stock Repurchase Plan (D
Common Stock Repurchase Plan (Details) shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Common Stock Repurchase Plan [Abstract] | |
Common shares repurchased to treasury during the period (in shares) | 0 |
Aggregate cost of shares repurchased during period | $ | $ 0 |
Total number of common shares authorized for repurchase (in shares) | 10,000 |
Total number of common shares repurchased to date (in shares) | 6,226 |
Total number of shares that may yet be repurchased (in shares) | 3,774 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | ||
Operating Loss Carryforwards [Line Items] | |||
AMT Credits carryforwards | $ 21,600,000 | ||
Alternative Minimum Tax (AMT) Credit Carryforward [Member] | |||
Tax Credit Carryforward [Line Items] | |||
AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year | [1],[2] | 20,092,000 | |
Alternative Minimum Tax (AMT) Credit Carryforward [Member] | Tax Year 2018 [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Declining balance of the AMT Credit carryforward amount(s) available for each tax year | [1],[2] | $ 20,092,000 | |
% of AMT Credit carryforward amount(s) available to be claimed as refundable for each tax year | 50.00% | ||
AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year | [1],[2] | $ 10,046,000 | |
Alternative Minimum Tax (AMT) Credit Carryforward [Member] | Tax Year 2019 [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Declining balance of the AMT Credit carryforward amount(s) available for each tax year | [1],[2] | $ 10,046,000 | |
% of AMT Credit carryforward amount(s) available to be claimed as refundable for each tax year | 50.00% | ||
AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year | [1],[2] | $ 5,023,000 | |
Alternative Minimum Tax (AMT) Credit Carryforward [Member] | Tax Year 2020 [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Declining balance of the AMT Credit carryforward amount(s) available for each tax year | [1],[2] | $ 5,023,000 | |
% of AMT Credit carryforward amount(s) available to be claimed as refundable for each tax year | 50.00% | ||
AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year | [1],[2] | $ 2,511,500 | |
Alternative Minimum Tax (AMT) Credit Carryforward [Member] | Tax Year 2021 [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Declining balance of the AMT Credit carryforward amount(s) available for each tax year | [1],[2] | $ 2,511,500 | |
% of AMT Credit carryforward amount(s) available to be claimed as refundable for each tax year | 100.00% | ||
AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year | [1],[2] | $ 2,511,500 | |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, amount | $ 44,600,000 | ||
Federal [Member] | Tax Year 2006 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,006 | ||
Tax year expiring | 2,026 | ||
Operating loss carryforwards, amount | 500,000 | ||
Federal [Member] | Tax Year 2007 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,007 | ||
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 originating | 2,008 | ||
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 originating | 2,009 | ||
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 originating | 2,010 | ||
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 originating | 2,011 | ||
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 originating | 2,013 | ||
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 originating | 2,014 | ||
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 originating | 2,015 | ||
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 originating | 2,016 | ||
Tax year expiring | 2,036 | ||
Operating loss carryforwards, amount | 3,400,000 | ||
Federal [Member] | Tax Year 2017 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,017 | ||
Tax year expiring | 2,037 | ||
Operating loss carryforwards, amount | 4,400,000 | ||
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, amount | 16,800,000 | ||
State [Member] | Tax Year 2011 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,011 | ||
Tax year expiring | 2,031 | ||
Operating loss carryforwards, amount | 1,800,000 | ||
State [Member] | Tax Year 2013 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,013 | ||
Tax year expiring | 2,033 | ||
Operating loss carryforwards, amount | 2,700,000 | ||
State [Member] | Tax Year 2014 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,014 | ||
Tax year expiring | 2,034 | ||
Operating loss carryforwards, amount | 4,200,000 | ||
State [Member] | Tax Year 2015 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,015 | ||
Tax year expiring | 2,035 | ||
Operating loss carryforwards, amount | 4,100,000 | ||
State [Member] | Tax Year 2016 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,016 | ||
Tax year expiring | 2,036 | ||
Operating loss carryforwards, amount | 2,800,000 | ||
State [Member] | Tax Year 2017 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax year originating | 2,017 | ||
Tax year expiring | 2,037 | ||
Operating loss carryforwards, amount | $ 1,200,000 | ||
[1] | Assumes no regular federal income tax liability in tax years presented above which would reduce any AMT Credit carryforward amount(s) ultimately refunded. | ||
[2] | The declining balance of the AMT Credit carryforward amount(s) available for each tax year and the AMT Credit carryforward amount(s) projected to be claimed as refundable for each tax year are net of certain estimated adjustments from the previously disclosed AMT Credit carryforward amounts. |
Litigation Funding Agreement (D
Litigation Funding Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Litigation Funding Agreement [Abstract] | |||
Legal expenses attributable to the Litigation Funding Agreement | $ 681 | $ 0 | |
R. A. Bianco [Member] | |||
Litigation Fund [Line Items] | |||
Litigation fund | $ 7,000 | ||
R. A. Bianco [Member] | Minimum [Member] | |||
Litigation Fund [Line Items] | |||
Percentage of recovery sharing ratio | 30.00% | ||
R. A. Bianco [Member] | Maximum [Member] | |||
Litigation Fund [Line Items] | |||
Percentage of recovery sharing ratio | 45.00% | ||
R. A. Bianco [Member] | Subsequent Event [Member] | |||
Litigation Funding Agreement [Abstract] | |||
Additional amount funded for legal expenses | $ 250 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Jan. 26, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | May 31, 2016 |
Information regarding the loan payable [Abstract] | |||||
Loan payable | $ 0 | $ 2,296,000 | |||
Information regarding accrued interest expense on the loan payable [Abstract] | |||||
Accrued interest expense | 67,000 | ||||
Date of Loan, January 2017 [Member] | |||||
Information regarding the loan payable [Abstract] | |||||
Date of loan | Jan. 17, 2017 | ||||
Rate | 5.25% | ||||
Due date | Dec. 31, 2019 | ||||
Loan payable | $ 0 | 500,000 | |||
Date of Loan, April 2017 [Member] | |||||
Information regarding the loan payable [Abstract] | |||||
Date of loan | Apr. 17, 2017 | ||||
Rate | 5.25% | ||||
Due date | Dec. 31, 2019 | ||||
Loan payable | $ 0 | 500,000 | |||
Date of Loan, June 2017 [Member] | |||||
Information regarding the loan payable [Abstract] | |||||
Date of loan | Jun. 17, 2017 | ||||
Rate | 5.25% | ||||
Due date | Dec. 31, 2019 | ||||
Loan payable | $ 0 | 500,000 | |||
Date of Loan, September 2017 [Member] | |||||
Information regarding the loan payable [Abstract] | |||||
Date of loan | Sep. 17, 2017 | ||||
Rate | 5.25% | ||||
Due date | Dec. 31, 2019 | ||||
Loan payable | $ 0 | 150,000 | |||
Date of Loan, October 2017 [Member] | |||||
Information regarding the loan payable [Abstract] | |||||
Date of loan | Oct. 17, 2017 | ||||
Rate | 5.25% | ||||
Due date | Dec. 31, 2019 | ||||
Loan payable | $ 0 | 446,000 | |||
Date of Loan, December 2017 [Member] | |||||
Information regarding the loan payable [Abstract] | |||||
Date of loan | Dec. 17, 2017 | ||||
Rate | 5.25% | ||||
Due date | Dec. 31, 2019 | ||||
Loan payable | $ 0 | $ 200,000 | |||
R. A. Bianco [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000,000 | $ 1,000,000 | |||
Information regarding accrued interest expense on the loan payable [Abstract] | |||||
Repayment of working capital loan plus accrued interest | $ 2,623,000 |