Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 1-07265 | ||
Entity Registrant Name | AMBASE CORPORATION | ||
Entity Central Index Key | 0000020639 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-2962743 | ||
Entity Address, Address Line One | 7857 West Sample Road, Suite 134 | ||
Entity Address, City or Town | Coral Springs | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33065 | ||
City Area Code | 201 | ||
Local Phone Number | 265-0169 | ||
Title of 12(g) Security | Common Stock ($0.01 par value) | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 40,737,751 | ||
Entity Public Float | $ 7 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Hartford, Connecticut |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Compensation and benefits | $ 1,506 | $ 1,982 |
Professional and outside services | 3,358 | 3,341 |
Property operating and maintenance | 15 | 18 |
Insurance | 261 | 211 |
Other operating | 68 | 88 |
Total operating expenses | 5,208 | 5,640 |
Operating income (loss) | (5,208) | (5,640) |
Interest income | 1 | 8 |
Income (loss) before income taxes | (5,207) | (5,632) |
Income tax expense (benefit) | 1 | (28) |
Net income (loss) | $ (5,208) | $ (5,604) |
Net income (loss) per common share - basic (in dollars per share) | $ (0.13) | $ (0.14) |
Weighted average common shares outstanding - basic (in shares) | 40,738 | 40,738 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 3,003 | $ 7,925 |
Other assets | 80 | 65 |
Total assets | 3,083 | 7,990 |
Liabilities: | ||
Accounts payable and accrued liabilities | 684 | 383 |
Total liabilities | 684 | 383 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Common stock ($0.01 par value, 85,000 authorized in 2021 and 85,000 authorized in 2020, 46,410 issued and 40,738 outstanding in 2021 and 46,410 issued and 40,738 outstanding in 2020) | 464 | 464 |
Additional paid-in capital | 548,304 | 548,304 |
Accumulated deficit | (541,201) | (535,993) |
Treasury stock, at cost - 2021 - 5,672 shares; and 2020 - 5,672 shares | (5,168) | (5,168) |
Total stockholders' equity | 2,399 | 7,607 |
Total liabilities and stockholders' equity | $ 3,083 | $ 7,990 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 27, 2019 |
Stockholders' equity: | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 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 | 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] | Total |
Balance at Dec. 31, 2019 | $ 464 | $ 548,304 | $ (530,389) | $ (5,168) | $ 13,211 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 0 | 0 | (5,604) | 0 | (5,604) |
Balance at Dec. 31, 2020 | 464 | 548,304 | (535,993) | (5,168) | 7,607 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 0 | 0 | (5,208) | 0 | (5,208) |
Balance at Dec. 31, 2021 | $ 464 | $ 548,304 | $ (541,201) | $ (5,168) | $ 2,399 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (5,208) | $ (5,604) |
Changes in operating assets and liabilities: | ||
Federal income tax receivable - refunds received | 0 | 10,741 |
Other assets | (15) | (32) |
Accounts payable and accrued liabilities | 301 | (31) |
Net cash provided (used) by operating activities | (4,922) | 5,074 |
Net change in cash and cash equivalents | (4,922) | 5,074 |
Cash and cash equivalents at beginning of year | 7,925 | 2,851 |
Cash and cash equivalents at end of year | 3,003 | 7,925 |
Supplemental cash flow disclosure: | ||
Income taxes refunded (paid) | 0 | 10,741 |
Supplemental cash flow disclosure of non-cash operating activities: | ||
Deferred tax asset reclassified to federal income tax receivable | $ 0 | $ 5,370 |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Going Concern [Abstract] | |
Organization and Going Concern | Note 1 – Organization and Going Concern AmBase Corporation (the “Company” or “AmBase”) is a Delaware corporation that was incorporated in 1975. AmBase is a holding company. At December 31, 2021, the Company’s assets consisted primarily of cash and cash equivalents. The Company is engaged in the management of its assets and liabilities. In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th th th th For additional information regarding the Company’s recording of an impairment of its equity investment in the 111 West 57 th th Note 3 Note 8 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 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. The Company has incurred operating losses for the past several years. 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 existing cash and cash equivalents 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. In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital through the sale of assets or long term borrowings, which may include additional borrowings from affiliates of the Company, reducing operating expenses, and seeking recoveries from various sources. There can be no assurance that the Company will be able to adequately implement these cash management measures, in whole or in part or sell any of its assets or raise capital on terms acceptable to the Company, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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. 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 7 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. The Company has no stock options or securities outstanding which could be potentially dilutive. New Accounting Pronouncements There are no new accounting pronouncements that would likely materially affect the Company’s consolidated financial statements. |
Investment in 111 West 57th Par
Investment in 111 West 57th Partners LLC | 12 Months Ended |
Dec. 31, 2021 | |
Investment in 111 West 57th Partners LLC [Abstract] | |
Investment in 111 West 57th Partners LLC | Note 3 – Investment in 111 West 57 th In June 2013, the Company purchased an equity interest in the 111 West 57 th th For additional information regarding the Company’s 111 West 57 th th th Note 8. In June 2013, 111 West 57 th 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 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. 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 a 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 accordance with the JV Agreement, shortfall capital contributions may be treated either as a member loan or as a dilutive capital contribution as set forth in the JV Agreement. The Sponsor deemed the shortfall capital contributions as dilutive capital contributions to the Company. The Company disagrees with the Sponsor’s investment percentage calculations. The Sponsor has taken the position that the capital contribution requests, if taken together, would have caused the Company’s combined ownership percentage to be diluted below the Company’s initial membership interest percentage. 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 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, ( “AmBase v. 111 West 57 th th th Note 8. In December 2016, the Sponsor proposed for approval a “proposed budget” (the “Proposed Budget”), which the Sponsor claims reflected an increase in other costs 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 as set forth in the JV Agreement (the “Equity Put Right”). Consequently, subsequent to the Sponsor’s 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 it claims that the increase in aggregate hard costs in the Proposed Budget does not exceed the contractually stipulated limit that would allow the exercise of the Equity Put Right. The Company further contends that a portion of the Proposed Budget increases are 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. The Sponsor claimed that additional borrowings were needed to complete the project. Shortly thereafter, the Sponsor informed the Company that Apollo had indicated that due to budget increases, it believed the current loan was “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, 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. Around this time, Apollo 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 Sponsor 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 a portion 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 then 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 th th th Note 8. 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 “Strict Foreclosure”). Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the Strict Foreclosure, in accordance with GAAP, the Company recorded an impairment for the full amount of its equity investment in the 111 West 57 th th In June 2018, the Company initiated another litigation in the NY Court, Index No. 655031/2017, (the “Apollo Action”). The defendants in the Apollo Action are ACREFI Mortgage Lending, LLC, Apollo Credit Opportunity Fund III AIV I LP, AGRE Debt 1 – 111 W 57, LLC, and Apollo Commercial Real Estate Finance, Inc. (collectively, the “Apollo Defendants”). In the Apollo Action, the Company alleges that the Apollo Defendants aided and abetted the Sponsor, Stern, and Maloney in breaching their fiduciary duties to the Company in connection with the 111 West 57 th Note 8. For information concerning additional legal proceedings relating to the 111 West Property, see Note 8 With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is pursuing, and will continue to pursue, other options to realize the Company’s investment value, various legal courses of action to protect its legal rights, recovery of its asset value from various sources of recovery, as well as considering other possible economic strategies, including the possible sale of the Company’s interest in and/or rights with respect to the 111 West 57 th 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 8. 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 |
Savings Plans
Savings Plans | 12 Months Ended |
Dec. 31, 2021 | |
Savings Plans [Abstract] | |
Savings Plans | Note 4 - 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, 2021 Year Ended December 31, 2020 Company matching contributions $ 80 $ 81 Employer match % 100 % 100 % |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 5 - Stockholders’ Equity Authorized common stock consists of the following: (shares in thousands) December 31, 2021 December 31, 2020 Par value $ 0.01 $ 0.01 Authorized shares 85,000 85,000 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, 2021 December 31, 2020 Par value $ 0.01 $ 0.01 Authorized shares 20,000 20,000 Issued shares - - Outstanding shares - - Changes in the outstanding shares of Common Stock of the Company are as follows: (in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 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, 2021 Year Ended December 31, 2020 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 at 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, 2021 Common shares repurchased to treasury during the period - Aggregate cost of shares repurchased during the period $ - (in thousands) December 31, 2021 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 Stockholder Rights Plan On March 27, 2019, the Company’s Board of Directors adopted an amended and restated shareholder rights plan (the “New Rights Plan”) pursuant to which the Board of Directors declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock of the Company on April 17, 2019. In connection with the New Rights Plan, the Company entered into an amended and restated rights agreement with American Stock Transfer & Trust Company, LLC, as rights agent (the “New Rights Agreement”). Under the New Rights Plan, each Right entitles the holder to purchase from the Company one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price equal to 50% of the then current market value of the Common Stock. The Rights are not exercisable until either a person or group of affiliated persons acquires 25% or more of the Company’s outstanding Common Stock or upon the commencement or disclosure of an intention to commence a tender offer or exchange offer for 20% or more of the Common Stock. The Rights are redeemable by the Company at $0.01 per Right at any time until the earlier of the tenth one-half |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Rent expense was as follows: ($ in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Rent expense $ 11 $ 10 Approximate square feet of leased office space 350 350 The Company rents on a short term basis approximately 150 square feet of office space in Coral Springs Florida, and approximately 200 square feet of office space in Emerson, NJ. The Company follows the practical expedient method for the accounting of leases and has elected to follow the short-term lease accounting policy election which allows lessees not to recognize right-of-use assets and liabilities for leases with a term of 12 months or less. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | Note 7 - Income Taxes The components of income tax expense (benefit) are as follows: (in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Federal - current $ - $ (30 ) State - current 1 2 Total current 1 (28 ) Federal - deferred (1,106 ) (1,171 ) State - deferred (434 ) (1,524 ) Change in valuation allowance 1,540 2,695 Total deferred - - Income tax expense (benefit) $ 1 $ (28 ) 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, 2021 Year Ended December 31, 2020 Income (loss) before income taxes $ (5,207 ) $ (5,632 ) Tax expense (benefit) : Tax at statutory federal rate $ (1,094 ) $ (1,182 ) State income taxes (445 ) (1,511 ) Permanent items, tax credits and other adjustments - (30 ) Deferred true-ups - - Change in valuation allowance 1,540 2,695 Income tax expense (benefit) $ 1 $ (28 ) A reconciliation of the United States federal statutory rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Tax at statutory federal rate 21.0 % 21.0 % State income taxes 8.5 27.0 Permanent difference, tax credits and other adjustments - 0.5 Change in valuation allowance (29.5 )% (48.0 )% Effective income tax rate 0.0 0.5 For the year ended December 31, 2021, the Company recorded an income tax expense of $1,000, attributable to a provision for a tax on capital imposed by the state jurisdictions. For the year ended December 31, 2020, the Company recorded an income tax benefit of $28,000. This amount includes an additional refund of $30,000 received in 2020 relating to the AMT credit carryforwards partially offset by a $2,000 state tax expense, attributable to a provision for a tax on capital imposed by the state jurisdictions. 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 2018. Interest and/or penalties related to 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. The utilization of net operating loss (“NOL”) carryforwards are subject to limitations under U.S. federal income tax and various state tax laws. Based on the Company’s federal tax returns as filed, the Company estimates it has approximately $124 million of federal NOL carryforwards available to reduce future federal taxable income which if not utilized will begin to expire in 2026 and continue to expire at various dates thereafter. Additionally, based on the Company’s state tax returns as filed and to be filed, the Company estimates that it has approximately $231 million of state NOL carryforwards to reduce future state taxable income which if not utilized will begin to expire in 2030 and continue to expire at various dates thereafter. In 2020, the Company received AMT credit carryforwards as provided for in the 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”), based on the Company’s 2019 federal income tax returns as filed. The Company’s management is continuing to work closely with outside advisors on the Company’s various federal tax return matters for the numerous interrelated tax years. The IRS typically has broad discretion to examine taxpayer tax returns, even after refunds have been paid to taxpayers, which could result in adjustments to AMT credit carryforward amounts refunded. The AMT credit carryforward amounts from prior tax years and related refund(s) received could potentially be subject to IRS or other tax authority audits. The Company cannot predict whether or not the IRS and/or other tax authorities will review the Company’s tax returns filed, to be filed and/or as filed in prior years, and/or if they will seek repayment from the Company of any amounts already refunded as a result of an IRS review, if any. Moreover, applicable provisions of the Code and IRS regulations permit the IRS to challenge Company tax positions and filed returns and seek recovery of refunded amounts or of additional taxes for an extended period of time after such returns are filed. There is risk relating to assumptions regarding the outcome of tax matters, based in whole or in part upon consultation with outside advisors; risk relating to potential unfavorable decisions in tax proceedings; and risks regarding changes in, and/or interpretations of federal and state income tax laws. The Company can give no assurances as to the final outcome of any IRS review, if any, of the AMT credit carryforward refunds received. The Company was a plaintiff in a legal proceeding seeking recovery of damages from the United States Government for the loss of the Company’s wholly-owned subsidiary, Carteret Savings Bank, F.A. (the “SGW Legal Proceedings”). A settlement agreement in the SGW Legal Proceedings between the Company, the Federal Deposit Insurance Corporation-Receiver (“FDIC-R”) and the Department of Justice (“DOJ”) on behalf of the United States of America (the “United States”), was executed (the “SGW 2012 Settlement Agreement”) which was approved by the United States Court of Federal Claims (the “Court of Federal Claims”) in October 2012. On August 6, 2013, Senior Judge Smith issued an opinion which addressed the relief sought by AmBase. In summary, the court held that the Settlement Agreement is a contract and that it entitles the Company to receive both “(1) the amount of the tax consequences resulting from taxation of the damages award plus (2) the tax consequences of receiving the first component.” But the Court of Federal Claims did not award an additional amount for the second component at that time given the remaining uncertainty surrounding the ultimate tax treatment of the settlement proceeds and the gross-up, as well as uncertainty relating to the Company’s future income. The Court of Federal Claims indicated that either the Company or the government is entitled to seek further relief “if, and when, the facts justify it.” As part of the SGW 2012 Settlement Agreement, the Company is entitled to a tax gross-up when any federal taxes are imposed on the settlement amount. Based on the Company’s 2012 federal income tax return as filed, in March 2013, the Company paid approximately $501,000 of federal income taxes attributable to AMT rate calculations (the “2012 Tax Amount”) resulting from the SGW 2012 Settlement Agreement. In September 2013, the Company received reimbursement for the 2012 Tax Amount. In 2019, the Company received a letter from the Federal Deposit Insurance Corporation (“FDIC”), requesting the Company reimburse the FDIC for the 2012 Tax Amount that the FDIC had previously reimbursed the Company. The Company is currently reviewing the FDIC request, along with the SGW 2012 Settlement Agreement and Court of Federal Claims August 2013 ruling, with its outside legal and tax advisors. The Company is unable to predict at this time whether the 2012 Tax Amount is refundable back to the FDIC in current and/or future years. The Company’s deferred tax asset, arising primarily from NOL carryforwards, is as follows: (in thousands) December 31, 2021 December 31, 2020 Deferred tax asset $ 39,680 $ 38,140 Valuation allowance (39,680 ) (38,140 ) Net deferred tax asset recognized $ - $ - 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 | 12 Months Ended |
Dec. 31, 2021 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | Note 8 - 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 ” The Defendants filed a motion to dismiss an earlier complaint, and on January 12, 2018, the NY Court issued an opinion allowing some of AmBase’s claims to go forward and dismissing others (“2018 Order”). 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. 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. On April 13, 2018, AmBase filed a notice of appeal of the 2018 Order to the New York Supreme Court Appellate Division, First Judicial Department (the “Appellate Division”). On January 22, 2020, the Company filed a motion with the Appellate Division seeking to enlarge the time to perfect the Company’s appeal of the 2018 Order, in light of an intervening removal to and remand from federal court. On July 2, 2020, the Appellate Division granted AmBase’s motion and enlarged the time to perfect the Company’s appeal to the October 2020 Term of the Appellate Division. On April 29, 2021, the Appellate Division affirmed Justice Bransten’s dismissal of the claims on appeal, while the claims that were not previously dismissed remain pending in the trial court. On April 27, 2018, the Company filed a third amended complaint adding federal RICO claims, and new claims for declaratory judgment, breach of contract, fraud, and breach of fiduciary duty, 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. On June 18, 2018, Defendants removed the complaint to the U.S. District Court for the Southern District of New York (the “Federal Court”), where it was docketed as case number 18-cv-5482-AT. On October 25, 2018, the Federal Court issued an order granting Defendants’ motion to dismiss the Company’s RICO claims and declined to exercise supplemental jurisdiction over the Company’s state-law claims, dismissing the latter claims without prejudice. On August 30, 2019, the U.S. Court of Appeals for the Second Circuit affirmed the Federal Court’s dismissal of the federal RICO claims, vacated the Federal Court’s dismissal of the state-law claims, and remanded with instructions for the Federal Court to remand those claims to the NY Court. On September 25, 2019, the Federal Court remanded the case to the NY Court, where it was assigned to the Honorable O. Peter Sherwood. On June 11, 2020, Defendants filed a motion with the NY Court to dismiss some of the state law claims asserted by the Company in the third amended complaint. On July 28, 2020, Plaintiffs filed a motion for leave to amend the third amended complaint, which Defendants opposed. The proposed complaint adds, among other things, claims arising from certain defendants’ role in the 2017 foreclosure of the junior mezzanine loan on the project. On July 22, 2021, the NY Court granted Plaintiffs leave to amend and denied the motion to dismiss without prejudice as moot in light of the Court’s decision granting Plaintiffs leave to amend. On July 29, 2021, Plaintiffs filed their fourth amended complaint. On September 3, 2021, Defendants submitted a motion to dismiss the fourth amended complaint in part. Plaintiffs opposed the motion, and it was fully submitted as of October 13, 2021, and the court heard argument on October 27, 2021. The motion remains pending. On September 30, 2021, the Liberty Mutual defendants answered the fourth amended complaint and filed a counterclaim against the Company’s subsidiaries for specific performance of a pledge agreement securing certain insurance policies issued for the Project. Plaintiffs replied to those counterclaims on October 20, 2021. For additional information with regard to the Company’s investment in the 111 West 57 th Note 3 AmBase Corp., et al. v. Spruce Capital Partners, et al. th th 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 Sponsor 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 the 111 West 57 th Note 3 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 Sponsor 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 a response brief in support of their request for injunctive relief halting the Strict Foreclosure process and 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. In January 2019, the Appellate Division issued a decision that resolves the Company’s appeal from the order denying a preliminary injunction and dismissing its claims. The Appellate Division affirmed the decision below in part and otherwise dismissed the appeal. It noted that the Company should be allowed to move for leave to amend to state claims for damages and/or the imposition of a constructive trust, as the dismissal of the Company’s claims was without prejudice. On May 3, 2019, the Company’s subsidiary, Investment LLC, entered into a stipulation with Spruce to amend the complaint in the 111 West 57th Spruce Action to state claims against Spruce for breaches of the Uniform Commercial Code and Pledge Agreement and various torts. The amended complaint seeks the entry of a declaratory judgment, the impression of a constructive trust, permanent injunctive relief restraining Spruce from disposing of or encumbering the 111 West 57 th While the appeal was pending, the parties to the 111 West 57 th Since the Company is not a party to the Loan Agreements, it does not have access to communications with the lenders, except for those individual communications that the Sponsor has elected to share or that have been produced in the ongoing litigation. The Company has continued to demand access to such information, including access to the books and records for the 111 West 57 th th th th th Note 3 AmBase Corp., et al. v. ACREFI Mortgage Lending LLC, et al. In June 2018, the Company initiated another litigation in the NY Court, Index No. 655031/2017, (the “Apollo Action”). The defendants in the Apollo Action are ACREFI Mortgage Lending, LLC, Apollo Credit Opportunity Fund III AIV I LP, AGRE Debt 1 – 111 W 57, LLC, and Apollo Commercial Real Estate Finance, Inc. (collectively, the “Apollo Defendants”). In the Apollo Action, the Company alleges that the Apollo Defendants aided and abetted the Sponsor, Stern, and Maloney in breaching their fiduciary duties to the Company in connection with the 111 West 57th Property and tortiously interfered with the JV Agreement. The Company is seeking damages as well as punitive damages for tortious interference with the JV Agreement and aiding and abetting the Sponsor’s breaches of their fiduciary duties to the joint venture. The Apollo Defendants filed a motion to dismiss on August 17, 2018. On October 22, 2019, the NY Court entered an order dismissing the Company’s complaint in the Apollo Action in its entirety. On November 8, 2019, the NY Court entered judgment (the “Apollo Dismissal”) dismissing the Apollo Action in favor of the Apollo Defendants. On December 10, 2019, the Company filed a notice of appeal seeking the appeal of the Apollo Dismissal. On August 7, 2020, the Company perfected its appeal of the Apollo Dismissal. After Investment LLC filed its motion to amend the complaint in the 111 West 57th Spruce Action to add claims against Apollo, the parties to the Apollo Action filed a stipulation to withdraw the appeal in the Apollo Action. For additional information with regard to the Company’s investment in the 111 West 57th Property, see Note 3 AmBase Corp., et al. v. Custom House Risk Advisors, Inc., et al. On April 2, 2020, the Company initiated litigation in the United States District Court for the Southern District of New York, Case No. 1:20-cv-02763-VSB (the “Custom House Action”). The defendants in the Custom House Action are Custom House Risk Advisors, Inc. and Elizabeth Lowe (collectively, the “Custom House Defendants”). In the Custom House Action, the Company alleges that the Custom House Defendants (a) aided and abetted Sponsor, Stern, and Maloney in breaching their fiduciary duties to the Company by structuring an insurance policy to the personal benefit of Sponsor, Stern and Maloney and the detriment of the 111 West 57th Project and concealing the structure and ownership of the insurance policy from the Company and (b) committed fraud by making material misrepresentations about the terms of the policy to the Company, inducing the Company to contribute additional capital to the 111 West 57th Project to cover the costs of the insurance policy. The Company is seeking damages as well as disgorgement of profits the Custom House Defendants earned from their wrongful conduct. On April 10, 2020, the Custom House Defendants waived service of process. The Custom House Defendants were required to respond to the complaint by June 8, 2020. The Custom House Defendants have not responded to the Company’s complaint. In an agreement dated July 31, 2020, the Company and the Custom House Defendants agreed to certain terms for a settlement and entered into a settlement agreement which requires that the Custom House Defendants satisfy certain conditions prior to any dismissal of the Custom House Action. On December 6, 2021, the Court approved a stipulation dismissing the Company’s claims and agreed to retain jurisdiction to enforce the settlement agreement. For additional information with regard to the Company’s investment in the 111 West 57 th Note 3 With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is pursuing, and will continue to pursue, other options to realize the Company’s investment value, various legal courses of action to protect its legal rights, recovery of its asset value from various sources of recovery, as well as considering other possible economic strategies, including the possible sale of the Company’s interest in and/or rights with respect to the 111 West 57 th 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 3 While th e 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 |
Litigation Funding Agreement
Litigation Funding Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Litigation Funding Agreement [Abstract] | |
Litigation Funding Agreement | Note 9 – Litigation Funding Agreement In 2017, the Company entered into a Litigation Funding Agreement (the “LFA”) with Mr. R. A. Bianco. Pursuant to the LFA, Mr. R. A. Bianco agreed to provide litigation funding to the Company to satisfy actual documented litigation costs and expenses of the Company, including attorneys’ fees, expert witness fees, consulting fees and disbursements in connection with the Company’s legal proceedings relating to the Company’s equity investment in the 111 West 57 th After receiving substantial AMT credit carryforward refunds in 2019, in light of the Company’s improved liquidity, the Company’s Board of Directors (the “Board”) authorized the establishment of a Special Committee of the Board (the “Special Committee”) to evaluate and negotiate possible changes to the LFA. The Special Committee was comprised exclusively of the independent directors on the Board. In 2019, after receiving approval from the Special Committee, the Company and Mr. R. A. Bianco entered into an amendment to the LFA (the “Amendment”) which provides for the following: (i) the repayment of $3,672,000 in funds previously provided to the Company by Mr. R. A. Bianco pursuant to the LFA (the “Advanced Amount”), (ii) the release of Mr. R. A. Bianco from all further funding obligations under the LFA, and (iii) a modification of the relative distribution between Mr. R. A. Bianco and the Company of any Litigation Proceeds received by the Company from the 111 West 57 th The Amendment provides that, in the event that the Company receives any Litigation Proceeds from the 111 West 57 th (i) first, 100% to the Company in an amount equal to the lesser of (a) the amount of actual litigation expenses incurred by the Company with respect to the Company’s 111 West 57 th (ii) thereafter, any additional amounts shall be distributed (a) 75% to the Company and (b) 25% to the Mr. R. A. Bianco (a reduction of Mr. R. A. Bianco’s percentage, which under the terms of the original LFA prior to the Amendment would have been 30% to 45% based on the length of time of any recovery). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company has performed a review of events subsequent to the balance sheet dated December 31, 2021, through the report issuance date. The Company has events, subsequent to December 31, 2021, and through the date these consolidated financial statements were issued, as further discussed herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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. |
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 7 |
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. The Company has no stock options or securities outstanding which could be potentially dilutive. |
New Accounting Pronouncements | New Accounting Pronouncements There are no new accounting pronouncements that would likely materially affect the Company’s consolidated financial statements. |
Investment in 111 West 57th P_2
Investment in 111 West 57th Partners LLC (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Savings Plans (Tables)
Savings Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Year Ended December 31, 2020 Company matching contributions $ 80 $ 81 Employer match % 100 % 100 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity [Abstract] | |
Authorized Common Stock and Cumulative Preferred Stock | Authorized common stock consists of the following: (shares in thousands) December 31, 2021 December 31, 2020 Par value $ 0.01 $ 0.01 Authorized shares 85,000 85,000 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, 2021 December 31, 2020 Par value $ 0.01 $ 0.01 Authorized shares 20,000 20,000 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, 2021 Year Ended December 31, 2020 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, 2021 Year Ended December 31, 2020 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 Relating to Common Stock Repurchase Plan | Information relating to the Repurchase Plan is as follows: (in thousands Year Ended December 31, 2021 Common shares repurchased to treasury during the period - Aggregate cost of shares repurchased during the period $ - (in thousands) December 31, 2021 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Schedule of Rent Expense | Rent expense was as follows: ($ in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Rent expense $ 11 $ 10 Approximate square feet of leased office space 350 350 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Year Ended December 31, 2020 Federal - current $ - $ (30 ) State - current 1 2 Total current 1 (28 ) Federal - deferred (1,106 ) (1,171 ) State - deferred (434 ) (1,524 ) Change in valuation allowance 1,540 2,695 Total deferred - - Income tax expense (benefit) $ 1 $ (28 ) |
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, 2021 Year Ended December 31, 2020 Income (loss) before income taxes $ (5,207 ) $ (5,632 ) Tax expense (benefit) : Tax at statutory federal rate $ (1,094 ) $ (1,182 ) State income taxes (445 ) (1,511 ) Permanent items, tax credits and other adjustments - (30 ) Deferred true-ups - - Change in valuation allowance 1,540 2,695 Income tax expense (benefit) $ 1 $ (28 ) A reconciliation of the United States federal statutory rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Tax at statutory federal rate 21.0 % 21.0 % State income taxes 8.5 27.0 Permanent difference, tax credits and other adjustments - 0.5 Change in valuation allowance (29.5 )% (48.0 )% Effective income tax rate 0.0 0.5 |
Calculation of Net Deferred Tax Assets from NOL Carryforwards | The Company’s deferred tax asset, arising primarily from NOL carryforwards, is as follows: (in thousands) December 31, 2021 December 31, 2020 Deferred tax asset $ 39,680 $ 38,140 Valuation allowance (39,680 ) (38,140 ) Net deferred tax asset recognized $ - $ - |
Investment in 111 West 57th P_3
Investment in 111 West 57th Partners LLC, Summary (Details) - Investment in 111 West 57th Partners LLC [Member] $ in Thousands | Jun. 28, 2013USD ($) |
Initial Investment and Other Information Relating to the 111 West 57th Property [Abstract] | |
Company's aggregate initial investment | $ 57,250 |
Company's aggregate initial membership interest % | 60.30% |
Other members and Sponsor initial investment | $ 37,750 |
Investment in 111 West 57th P_4
Investment in 111 West 57th Partners LLC, Additional Information Regarding Equity Investment in 111 West 57th Property (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2021 | |
Additional Information Regarding Equity Investment in 111 West 57th Property [Abstract] | ||
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% | |
Investment LLC [Member] | Capital LLC [Member] | ||
Additional Information Regarding Equity Investment in 111 West 57th Property [Abstract] | ||
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, 2021 | Dec. 31, 2020 | |
Savings Plans [Abstract] | ||
Company matching contributions | $ 80 | $ 81 |
Employer match % | 100.00% | 100.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Mar. 27, 2019Right$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Common Stock [Abstract] | |||
Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Authorized shares (in shares) | 85,000,000 | 85,000,000 | |
Issued shares (in shares) | 46,410,000 | 46,410,000 | |
Outstanding shares (in shares) | 40,738,000 | 40,738,000 | |
Cumulative Preferred Stock [Abstract] | |||
Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Authorized shares (in shares) | 20,000,000 | 20,000,000 | |
Issued shares (in shares) | 0 | 0 | |
Outstanding shares (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 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 | ||
Stockholder Rights Plan [Abstract] | |||
Dividends declared, number of rights per common share | Right | 1 | ||
Number of shares of common stock to be issued upon exercise of right (in shares) | 1 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Exercise price of rights as discount percentage of market value of common stock | 50.00% | ||
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) | $ / shares | $ 0.01 | ||
Period after accumulation of minimum percentage of common shares to invoke redemption of rights | 10 days | ||
Minimum percentage of common shares by a single acquirer or group | 20.00% | ||
Percentage of securities that would be issuable upon exercise of Right | 50.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($)ft² | |
Rent Expense [Abstract] | ||
Rent expense | $ | $ 11 | $ 10 |
Approximate square feet of leased office space | 350 | 350 |
Coral Springs, Florida [Member] | ||
Rent Expense [Abstract] | ||
Approximate square feet of leased office space | 150 | |
Emerson, NJ [Member] | ||
Rent Expense [Abstract] | ||
Approximate square feet of leased office space | 200 |
Income Taxes, Components of Inc
Income Taxes, Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Components of income tax expense (benefit) [Abstract] | ||
Federal - current | $ 0 | $ (30) |
State - current | 1 | 2 |
Total current | 1 | (28) |
Federal - deferred | (1,106) | (1,171) |
State - deferred | (434) | (1,524) |
Change in valuation allowance | 1,540 | 2,695 |
Total deferred | 0 | 0 |
Income tax expense (benefit) | $ 1 | $ (28) |
Income Taxes, Income Tax Reconc
Income Taxes, Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Components of pretax income (loss) and difference between income taxes computed at statutory federal rate and provision for income taxes [Abstract] | ||
Income (loss) before income taxes | $ (5,207) | $ (5,632) |
Tax expense (benefit) [Abstract] | ||
Tax at statutory federal rate | (1,094) | (1,182) |
State income taxes | (445) | (1,511) |
Permanent items, tax credits and other adjustments | 0 | (30) |
Deferred true-ups | 0 | 0 |
Change in valuation allowance | 1,540 | 2,695 |
Income tax expense (benefit) | $ 1 | $ (28) |
Income Taxes, Calculation of Ne
Income Taxes, Calculation of Net Deferred Tax Assets from NOL Carryforwards (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of federal statutory rate to effective income tax rate [Abstract] | ||
Tax at statutory federal rate | 21.00% | 21.00% |
State income taxes | 8.50% | 27.00% |
Permanent difference, tax credits and other adjustments | 0.00% | 0.50% |
Change in valuation allowance | (29.50%) | (48.00%) |
Effective income tax rate | 0.00% | 0.50% |
Income Taxes, Federal and State
Income Taxes, Federal and State NOL Carryforwards (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | |
NOL Carryforwards [Abstract] | |||
Income tax refund received | $ 30,000 | ||
Paid federal income taxes attributable to alternative minimum tax rate | $ 501,000 | ||
Federal [Member] | |||
NOL Carryforwards [Abstract] | |||
Operating loss carryforwards, amount | $ 124,000,000 | ||
Tax year expiring | 2026 | ||
State [Member] | |||
NOL Carryforwards [Abstract] | |||
Operating loss carryforwards, amount | $ 231,000,000 | ||
Tax year expiring | 2030 |
Income Taxes, Net Deferred Tax
Income Taxes, Net Deferred Tax Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Net Deferred Tax Asset Arising Primarily from NOL Carryforwards and AMT Credit Carryforwards [Abstract] | ||
Deferred tax asset | $ 39,680 | $ 38,140 |
Valuation allowance | (39,680) | (38,140) |
Net deferred tax asset recognized | $ 0 | $ 0 |
Litigation Funding Agreement (D
Litigation Funding Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Amendment [Member] | ||
Litigation Funding Commitment [Abstract] | ||
Maximum amount of litigation proceeds to be distributed to the Company | $ 7,500,000 | |
Percentage of distribution ratio | 75.00% | |
Amendment [Member] | Maximum [Member] | ||
Litigation Funding Commitment [Abstract] | ||
Percentage of distribution ratio up to maximum amount to the Company | 100.00% | |
R. A. Bianco [Member] | ||
Litigation Funding Commitment [Abstract] | ||
Repayment of litigation funding agreement | $ 3,672,000 | |
R. A. Bianco [Member] | Amendment [Member] | ||
Litigation Funding Commitment [Abstract] | ||
Percentage of distribution ratio | 25.00% | |
R. A. Bianco [Member] | Original LFA [Member] | Minimum [Member] | ||
Litigation Funding Commitment [Abstract] | ||
Percentage of distribution ratio | 30.00% | |
R. A. Bianco [Member] | Original LFA [Member] | Maximum [Member] | ||
Litigation Funding Commitment [Abstract] | ||
Percentage of distribution ratio | 45.00% |