|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
95-2962743
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
PART I
|
|
|
Page
|
Item 1.
|
|
Business
|
1
|
Item 1A.
|
|
Risk Factors
|
2
|
Item 1B.
|
|
Unresolved Staff Comments
|
8
|
Item 2.
|
|
Properties
|
8
|
Item 3.
|
|
Legal Proceedings
|
8
|
Item 4
|
|
Mine Safety Disclosures
|
8
|
|
|
||
PART II
|
|
|
|
Item 5.
|
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
8
|
|
|
|
|
Item 6.
|
|
Selected Financial Data
|
9
|
Item 7.
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
9
|
Item 8.
|
|
Consolidated Financial Statements and Supplementary Data
|
16
|
Item 9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
46
|
Item 9A.
|
|
Controls and Procedures
|
46
|
Item 9B.
|
|
Other Information
|
47
|
PART III
|
|
|
|
Item 10.
|
|
Directors, Executive Officers and Corporate Governance
|
47
|
Item 11.
|
|
Executive Compensation
|
47
|
Item 12.
|
|
Security Ownership of Certain Beneficial Owners & Management and Related Stockholder Matters
|
47
|
Item 13.
|
|
Certain Relationships and Related Transactions and Director Independence
|
48
|
Item 14.
|
|
Principal Accounting Fees and Services
|
48
|
PART IV
|
|
|
|
Item 15.
|
|
Exhibits and Financial Statement Schedules
|
48
|
Item 16.
|
Form 10-K Summary
|
49
|
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attention: Shareholder Services
(800) 937-5449 or (718) 921-8200 Ext. 6820
|
AmBase Corporation
12 Lincoln Blvd., Suite 202
Emerson, NJ 07630
Attn: Shareholder Services
|
-
|
funds may be expended and management's time devoted to projects that may not be completed,
|
-
|
construction costs of a project may exceed original estimates possibly making the project economically unfeasible,
|
-
|
projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortages,
|
-
|
occupancy rates and rents at a completed project may be less than anticipated, and
|
-
|
expenses at completed development projects may be higher than anticipated.
|
-
|
deterioration in regional and local economic and real estate market conditions,
|
-
|
failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs,
|
-
|
increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents,
|
-
|
changes in interest rate levels and the availability of financing,
|
-
|
fluctuations in tourism patterns,
|
-
|
adverse changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance,
|
-
|
potential changes in supply of, or demand for rental properties similar to the Company's,
|
-
|
competition for tenants and changes in rental rates,
|
-
|
concentration in a single real estate asset and class,
|
-
|
needs for additional capital which may be required for needed development or repositioning of one or more real estate assets may exceed the Company's abilities or its desired minimum level of liquidity,
|
-
|
difficulty in reletting properties on favorable terms or at all,
|
-
|
impairments in the Company's ability to collect rent payments when due,
|
-
|
the potential for uninsured casualty and other losses,
|
-
|
the impact of present or future environmental legislation and compliance with environmental laws,
|
-
|
changes in federal or state tax laws, and
|
-
|
acts of terrorism and war.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
ITEM 5. |
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2017
|
2016
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First Quarter
|
$
|
1.45
|
$
|
0.82
|
$
|
2.22
|
$
|
1.62
|
||||||||
Second Quarter
|
1.27
|
0.97
|
1.78
|
1.32
|
||||||||||||
Third Quarter
|
1.00
|
0.17
|
1.28
|
1.04
|
||||||||||||
Fourth Quarter
|
0.38
|
0.16
|
1.10
|
0.84
|
|
Years Ended December 31,
|
||||
|
2017
|
|
2016
|
||
Operating expenses:
|
|
|
|
||
Compensation and benefits
|
$
|
1,214
|
|
$
|
1,239
|
Professional and outside services
|
|
2,628
|
|
|
1,123
|
Property operating and maintenance
|
|
117
|
|
|
134
|
Depreciation
|
|
48
|
|
|
48
|
Insurance
|
|
159
|
|
|
170
|
Other operating
|
|
140
|
|
|
200
|
Total operating expenses
|
|
4,306
|
|
|
2,914
|
Operating income (loss)
|
|
(4,306)
|
|
|
(2,914)
|
|
|
|
|
|
|
Interest income
|
|
-
|
|
|
-
|
Interest expense
|
(67)
|
-
|
|||
Other income
|
-
|
128
|
|||
Impairment of equity investment in 111 West 57th Partners LLC
|
(63,745)
|
-
|
|||
Equity income (loss) – 111 West 57th Partners LLC
|
|
(25)
|
|
|
(575)
|
Income (loss) before income taxes
|
|
(68,143)
|
|
|
(3,361)
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
(20,086)
|
|
|
(142)
|
Net income (loss)
|
(48,057)
|
(3,219)
|
|||
|
|
|
|
|
|
Net income (loss) per common share - basic
|
$
|
(1.18)
|
|
$
|
(0.08)
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic
|
|
40,738
|
|
|
40,738
|
Assets:
|
December 31, 2017
|
December 31, 2016
|
||||||
Cash and cash equivalents
|
$
|
70
|
$
|
586
|
||||
Real estate owned:
|
||||||||
Land
|
554
|
554
|
||||||
Buildings
|
1,900
|
1,900
|
||||||
Real estate owned, gross
|
2,454
|
2,454
|
||||||
Less: accumulated depreciation
|
822
|
774
|
||||||
|
||||||||
Real estate owned, net
|
1,632
|
1,680
|
||||||
|
||||||||
Investment in 111 West 57th Partners LLC
|
-
|
63,770
|
||||||
Deferred tax asset
|
20,092
|
-
|
||||||
Other assets
|
84
|
166
|
||||||
Total assets
|
$
|
21,878
|
$
|
66,202
|
||||
|
||||||||
Liabilities and Stockholders' Equity:
|
||||||||
Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
426
|
$
|
343
|
||||
Loans payable - related party
|
2,296
|
-
|
||||||
Other liabilities
|
-
|
-
|
||||||
|
||||||||
Total liabilities
|
2,722
|
343
|
||||||
|
||||||||
Litigation funding agreement (Note 10)
|
1,354
|
-
|
||||||
Commitments and contingencies (Note 11)
|
||||||||
|
||||||||
Stockholders' equity:
|
||||||||
Common stock ($0.01 par value, 85,000 authorized in 2017 and 85,000 authorized in 2016, 46,410 issued and 40,738 outstanding in 2017 and 46,410 issued and 40,738 outstanding in 2016)
|
464
|
464
|
||||||
Additional paid-in capital
|
548,304
|
548,304
|
||||||
Accumulated deficit
|
(525,798
|
)
|
(477,741
|
)
|
||||
Treasury stock, at cost – 2017 - 5,672 shares; 2016 - 5,672 shares
|
(5,168
|
)
|
(5,168
|
)
|
||||
Total stockholders' equity
|
17,802
|
65,859
|
||||||
Total liabilities and stockholders' equity
|
$
|
21,878
|
$
|
66,202
|
($ in thousands, except per share data)
|
Common
stock
|
Additional
paid-in capital
|
Accumulated deficit
|
Treasury stock
|
Total
|
|||||||||||||||
January 1, 2016
|
$
|
464
|
$
|
548,304
|
$
|
(474,522
|
)
|
$
|
(5,168
|
)
|
$
|
69,078
|
||||||||
|
||||||||||||||||||||
Net income (loss)
|
-
|
-
|
(3,219
|
)
|
-
|
(3,219
|
)
|
|||||||||||||
December 31, 2016
|
464
|
548,304
|
(477,741
|
)
|
(5,168
|
)
|
65,859
|
|||||||||||||
|
||||||||||||||||||||
Net income (loss)
|
-
|
-
|
(48,057
|
)
|
-
|
(48,057
|
)
|
|||||||||||||
December 31, 2017
|
$
|
464
|
$
|
548,304
|
$
|
(525,798
|
)
|
$
|
(5,168
|
)
|
$
|
17,802
|
|
Years Ended December 31,
|
|||||||
(in thousands)
|
2017
|
2016
|
||||||
|
||||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(48,057
|
)
|
$
|
(3,219
|
)
|
||
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
|
||||||||
Depreciation
|
48
|
48
|
||||||
Other income
|
-
|
(128
|
)
|
|||||
Impairment of equity investment in 111 West 57th Partners LLC
|
63,745
|
-
|
||||||
Equity (income) loss – 111 West 57th Partners LLC
|
25
|
575
|
||||||
Deferred tax benefit
|
(20,092
|
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Other assets
|
82
|
(43
|
)
|
|||||
Accounts payable and accrued liabilities
|
83
|
(213
|
)
|
|||||
Other liabilities
|
-
|
-
|
||||||
Net cash provided (used) by operating activities
|
(4,166
|
)
|
(2,980
|
)
|
||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Proceeds from (investment in) real estate limited partnership
|
-
|
263
|
||||||
Net cash provided (used) by investing activities
|
-
|
263
|
||||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Proceeds from loans payable - related party
|
2,296
|
-
|
||||||
Proceeds from litigation funding agreement
|
1,354
|
-
|
||||||
Net cash provided (used) by financing activities
|
3,650
|
-
|
||||||
Net change in cash and cash equivalents
|
(516
|
)
|
(2,717
|
)
|
||||
Cash and cash equivalents at beginning of year
|
586
|
3,303
|
||||||
Cash and cash equivalents at end of year
|
$
|
70
|
$
|
586
|
||||
Supplemental cash flow disclosure:
|
||||||||
Income taxes paid
|
$
|
16
|
$
|
103
|
December 31, 2017
|
||||
Area of building in square feet
|
14,500
|
|||
Square feet utilized by Company
|
3,500
|
|||
Number of years depreciation is based upon
|
39
|
(in thousands)
|
Amounts
|
|||
Gross sales price
|
$
|
5,200
|
||
Less: Transactions costs
|
(290
|
)
|
||
Net cash proceeds
|
4,910
|
|||
Less: Real estate carrying value, (net of accumulated depreciation)
|
(1,632
|
)
|
||
Net gain on sale of real estate
|
$
|
3,278
|
($ 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
|
(in thousands)
|
||||
Financing obtained by 111 West 57th Partners - AIG
|
$
|
400,000
|
||
Financing obtained by 111 West 57th Partners - Apollo
|
325,000
|
|||
Annaly CRE LLC initial mortgage and acquisition loan repaid
|
$
|
230,000
|
Assets:
|
December 31, 2016
|
|||
Real estate held for development, net
|
$
|
563,133
|
||
Escrow deposits
|
9,000
|
|||
Other assets
|
6,908
|
|||
Total assets
|
$
|
579,041
|
||
Liabilities:
|
||||
Loans payable
|
$
|
441,749
|
||
Other liabilities
|
16,788
|
|||
Total liabilities
|
458,537
|
|||
Equity:
|
||||
Total members' equity
|
120,504
|
|||
Total liabilities and members' equity
|
$
|
579,041
|
(in thousands)
|
Six Months
Ended
June 30, 2017
|
Year Ended December 31 , 2016
|
||||||
Rental income
|
$
|
0
|
$
|
0
|
||||
Expenses
|
25
|
953
|
||||||
Net income (loss)
|
$
|
(25
|
)
|
$
|
(953
|
)
|
($ in thousands)
|
Year Ended December 31, 2017
|
Year Ended December 31, 2016
|
||||||
Company matching contributions
|
$
|
25
|
$
|
25
|
||||
Employer match %
|
33
|
%
|
33
|
%
|
(shares in thousands)
|
December 31, 2017
|
December 31, 2016
|
||||||
Par value
|
$
|
0.01
|
$
|
0.01
|
||||
Authorized shares
|
85,000
|
85,000
|
||||||
Issued shares
|
46,410
|
46,410
|
||||||
Outstanding shares
|
40,738
|
40,738
|
(shares in thousands)
|
December 31, 2017
|
December 31, 2016
|
||||||
Par value
|
$
|
0.01
|
$
|
0.01
|
||||
Authorized shares
|
20,000
|
20,000
|
||||||
Issued shares
|
-
|
-
|
||||||
Outstanding shares
|
-
|
-
|
(in thousands)
|
Year Ended December 31, 2017
|
Year Ended December 31, 2016
|
||||||
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
|
(in thousands)
|
Year Ended December 31, 2017
|
Year Ended December 31, 2016
|
||||||
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
|
(in thousands)
|
Year Ended December 31, 2017
|
|||
Common shares repurchased to treasury during the period
|
-
|
|||
Aggregate cost of shares repurchased during the period
|
$
|
-
|
(in thousands)
|
December 31, 2017
|
|||
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
|
(in thousands)
|
December 31, 2017
|
|||
1993 Stock Incentive Plan
|
4,320
|
|||
Total common shares reserved for issuance
|
4,320
|
Year Ended
|
||||||||
(shares in thousands)
|
December 31, 2017
|
December 31, 2016
|
||||||
|
||||||||
Stock option grants
|
–
|
–
|
||||||
Stock options exercisable
|
–
|
–
|
||||||
Stock options outstanding
|
–
|
–
|
(in thousands)
|
Year Ended
December 31, 2017
|
Year Ended
December 31, 2016
|
||||||
Federal - current
|
$
|
-
|
$
|
-
|
||||
State - current
|
6
|
(142
|
)
|
|||||
Total current
|
$
|
6
|
(142
|
)
|
||||
Federal - deferred
|
(6,037
|
)
|
(1,752
|
)
|
||||
State - deferred
|
(5,402
|
)
|
(105
|
)
|
||||
Change in valuation allowance
|
(8,653
|
)
|
1,857
|
|||||
Total deferred
|
(20,092
|
)
|
-
|
|||||
Income tax expense (benefit)
|
$
|
(20,086
|
)
|
$
|
(142
|
)
|
(in thousands)
|
Year Ended
December 31, 2017
|
Year Ended
December 31, 2016
|
||||||
Income (loss) before income taxes
|
$
|
(68,143
|
)
|
$
|
(3,361
|
)
|
||
Tax expense (benefit) :
|
||||||||
Tax at statutory federal rate
|
$
|
(23,851
|
)
|
$
|
(1,176
|
)
|
||
State income taxes
|
(5,019
|
)
|
(142
|
)
|
||||
Rate change
|
16,047
|
-
|
||||||
Permanent items
|
-
|
-
|
||||||
Other
|
1,390
|
(681
|
)
|
|||||
Change in valuation allowance
|
(8,653
|
)
|
1,857
|
|||||
Income tax expense (benefit)
|
$
|
(20,086
|
)
|
$
|
(142
|
)
|
Year Ended
December 31, 2017
|
Year Ended
December 31, 2016
|
|||||||
Tax at statutory federal rate
|
35.0
|
%
|
35.0
|
%
|
||||
State income taxes
|
7.0
|
4.2
|
||||||
Rate change
|
(24.0
|
)
|
-
|
|||||
Permanent difference, tax credits and other adjustments
|
-
|
-
|
||||||
Other
|
(2.0
|
)
|
20.3
|
|||||
Change in valuation allowance
|
13.0
|
(55.3
|
)
|
|||||
Effective income tax rate
|
29.0
|
%
|
4.2
|
%
|
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
|
Amount
|
||||
AMT Credits carryforwards
|
$
|
21,600,000
|
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
|
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
|
|
December 31, 2017
|
December 31, 2016
|
||||||
Deferred tax asset
|
$
|
47,800,000
|
$
|
36,400,000
|
||||
Valuation allowance
|
(27,708,000
|
)
|
(36,400,000
|
)
|
||||
Net deferred tax asset recognized
|
$
|
20,092,000
|
$
|
-
|
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.
|
(in thousands)
|
Year Ended
|
|||||||
December 31, 2017
|
December 31, 2016
|
|||||||
Legal expenses attributable to the Litigation Funding Agreement
|
$
|
1,511
|
–
|
Year
|
Amount
|
|||
2018
|
$
|
14
|
||
2019
|
3
|
|||
2020
|
-
|
|||
2021
|
-
|
|||
2022
|
-
|
|||
Thereafter
|
-
|
|||
$
|
17
|
($ in thousands)
|
Year Ended December 31, 2017
|
Year Ended
December 31, 2016
|
||||||
Rent expense
|
$
|
13
|
$
|
12
|
||||
Approximate square feet of leased office space
|
1,085
|
1,085
|
Date of Loan
|
Rate
|
Due Date
|
December 31, 2017
|
December 31, 2016
|
|||||||
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
|
$
|
-
|
(in thousands)
|
December 31, 2017
|
December 31, 2016
|
||||||
Accrued interest expense
|
$
|
67
|
$
|
-
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Shares to be issued upon exercise of outstanding options
|
Weighted average exercise price of outstanding options
|
Shares available for future issuance
|
|||||||
Equity Compensation - plans approved by stockholders
|
-
|
$
|
-
|
4,320,000
|
|||||
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
PART IV
|
||||||
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
||||||
(a) Documents filed as a part of this report:
|
||||||
1. Index to Financial Statements:
|
Page
|
|||||
Report of Independent Registered Public Accounting Firm
|
16
|
|||||
Consolidated Statements of Operations
|
17
|
|||||
Consolidated Balance Sheets
|
18
|
|||||
Consolidated Statements of Changes in Stockholders' Equity
|
19
|
|||||
Consolidated Statements of Cash Flows
|
20
|
|||||
Notes to Consolidated Financial Statements
|
21
|
|||||
2. Index to Financial Statements Schedules:
|
||||||
Schedule III - Real Estate and Accumulated Depreciation
|
||||||
(b) Exhibits:
|
||||||
3.1*
|
Restated Certificate of Incorporation of AmBase Corporation (as amended and restated – July 15, 2017).
|
|||||
3.2*
|
By-Laws of AmBase Corporation (as amended through March 15, 1996).
|
|||||
4*
|
Rights Agreement dated as of February 10, 1986 between the Company and American Stock Transfer and Trust Co. as amended through November 10, 2015.
|
|||||
10.4
|
Employment Agreement dated as of March 30, 2006 between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10H to the Company's Annual Report on Form 10-K for the year ended December 31, 2005).
|
|||||
10.5
|
Amendment to Employment Agreement dated as of January 1, 2008 between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10E to the Company's Annual Report on Form 10-K for the year ended December 31, 2007)
|
|||||
10.6*
|
Amendment to Employment Agreement between Richard A. Bianco and the Company extending term of employment to May 31, 2023.
|
|||||
10.7
|
111 West 57th Partners LLC Limited Liability Company Agreement. Dated as of June 28, 2013, (incorporated by reference to Exhibit 10.1 to Amendment no. 1 to the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2013).
|
|||||
10.8
|
Second Amended and Restated Limited Liability Company Agreement of 111 West 57th Investment, LLC dated December 19, 2014 (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014).
|
|||||
10.9
|
Agreement between Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") and the Company 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 the 111 West 57th Property (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the annual period ending December 31, 2016).
|
|||||
10.10
|
Litigation Funding Agreement dated September 2017, between Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current report on Form 8-K dated September 26, 2017 and Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2017).
|
|||||
10.11*
|
Contract for sale of real estate owned dated January 17, 2018, between the Company's wholly-owned subsidiary, Maiden Lane Associates, Ltd. and Maria USA, filed herewith.
|
|||||
14
|
AmBase Corporation - Code of Ethics as adopted by Board of Directors (incorporated by reference to Exhibit 14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003).
|
|||||
21*
|
Subsidiaries of the Registrant.
|
|||||
31.1*
|
Rule 13a-14(a) Certification of Chief Executive Officer Pursuant to Rule 13a-14.
|
|||||
31.2*
|
Rule 13a-14(a) Certification of Chief Financial Officer Pursuant to Rule 13a-14.
|
|||||
32.1*
|
Section 1350 Certification of Chief Executive Officer pursuant to Rule 18 U.S.C. Section 1350.
|
|||||
32.2*
|
Section 1350 Certification of Chief Financial Officer pursuant to Rule 18 U.S.C. Section 1350.
|
|||||
99.1
|
August 31, 2012, Supervisory Goodwill Settlement Agreement (originally filed as Exhibit 99 to the Company's Current Report on Form 8-K filed on October 22, 2012 and incorporated by reference herein).
|
|||||
101.1*
|
The following financial statements from AmBase Corporation's Annual Report on Form 10-K for the year ended December 31, 2017 formatted in XBRL: (i) Consolidated Statement of Operations; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flow: and (iv) Notes to Consolidated Financial Statements.
|
Signatures
|
||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
||
AMBASE CORPORATION
|
||
/s/RICHARD A. BIANCO
Chairman, President and Chief Executive
Officer (Principal Executive Officer)
Date: March 30, 2018
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated.
|
||
/s/RICHARD A. BIANCO
Chairman, President,
Chief Executive Officer and Director
Date: March 30, 2018
|
/s/JOHN FERRARA
Vice President, Chief Financial Officer
and Controller
(Principal Financial and Accounting Officer)
Date: March 30, 2018
|
|
/s/ALESSANDRA F. BIANCO
Director
Date: March 30, 2018
|
/s/RICHARD A. BIANCO, JR.
Director
Date: March 30, 2018
|
|
/s/JERRY Y. CARNEGIE
Director
Date: March 30, 2018
|
/s/KENNETH M. SCHMIDT
Director
Date: March 30, 2018
|
COLUMN A
|
COLUMN B
|
COLUMN C
|
COLUMN D
|
COLUMN E
|
||||||||||||||||||||||||
Initial Cost
to Company
|
Cost Capitalized Subsequent to
Acquisition
|
Gross Amount at which Carried
at Close of Period
|
||||||||||||||||||||||||||
Description
|
Encumbrances
|
Land
|
Building & Improvements
|
Improvements
|
Land
|
Building & Improvements
|
Total
|
|||||||||||||||||||||
Office Building:
|
||||||||||||||||||||||||||||
Greenwich, CT
|
$
|
-
|
$
|
554
|
$
|
1,880
|
$
|
20
|
$
|
554
|
$
|
1,900
|
$
|
2,454
|
||||||||||||||
Total
|
$
|
-
|
$
|
554
|
$
|
1,880
|
$
|
20
|
$
|
554
|
$
|
1,900
|
$
|
2,454
|
COLUMN A
|
COLUMN F
|
COLUMN G
|
COLUMN H
|
COLUMN I
|
||||||
Description
|
Accumulated Depreciation
|
Date of
Construction
|
Date
Acquired
|
Life on Which Depreciation in Latest Income Statement is Computed
|
||||||
Office Building:
|
||||||||||
Greenwich, CT
|
$
|
774
|
1970
|
April 2001
|
39 years
|
|||||
Total
|
$
|
774
|
||||||||
|
Year Ended December 31, 2017
|
Year Ended December 31, 2016
|
||||||
Balance at beginning of year
|
$
|
2,454
|
$
|
2,454
|
||||
Improvements
|
-
|
-
|
||||||
Acquisitions
|
-
|
-
|
||||||
Disposition
|
-
|
-
|
||||||
Balance at end of year
|
$
|
2,454
|
$
|
2,454
|
||||
Total cost for federal tax purposes at end of each year
|
$
|
2,454
|
$
|
2,454
|
||||
Balance at beginning of year
|
$
|
774
|
$
|
726
|
||||
Depreciation expense
|
48
|
48
|
||||||
Dispositions
|
-
|
-
|
||||||
Balance at end of year
|
$
|
822
|
$
|
774
|
DIRECTORS AND OFFICERS
|
||||
Board of Directors
|
||||
Richard A. Bianco
Chairman, President and
Chief Executive Officer
AmBase Corporation
|
Alessandra F. Bianco
Senior Officer
BARC Investments, LLC
|
Richard A. Bianco, Jr.
Employee AmBase Corporation & Officer
BARC Investments, LLC
|
Jerry Y. Carnegie
Private Investor
|
Kenneth M. Schmidt
Private Investor
|
AmBase Officers
|
||||
Richard A. Bianco
Chairman, President and Chief Executive Officer
|
John Ferrara
Vice President,
Chief Financial Officer and Controller
|
Joseph R. Bianco
Treasurer
|
Annual Meeting of Stockholders
The 2018 Annual Meeting is currently scheduled to be held at 9:00 a.m. Eastern Time, on Thursday, June 7, 2018, at:
Hyatt Regency Hotel
1800 East Putnam Avenue
Greenwich, CT 06870
|
Corporate Headquarters
AmBase Corporation
One South Ocean Boulevard, Suite 301
Boca Raton, FL 33432
(201) 265-0169
|
||
Common Stock Trading
AmBase stock is traded through one or more market-makers with quotations made available on the over-the-counter market.
Issue: Common Stock
Abbreviation: AmBase
Ticker Symbol: ABCP.OB
Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attention: Shareholder Services
(800) 937-5449 or (718) 921-8200 Ext. 6820
|
Stockholder Inquiries
Stockholder inquiries, including requests for the following: (i) change of address; (ii) replacement of lost stock certificates; (iii) Common Stock name registration changes; (iv) Quarterly Reports on Form 10-Q; (v) Annual Reports on Form 10-K; (vi) proxy material; and (vii) information regarding stockholdings, should be directed to:
American Stock Transfer & Trust Co. LLC
6201 15th Ave.
Brooklyn, NY 11219
Attention: Shareholder Services
(800) 937-5449 or (718) 921-8200 Ext. 6820
In addition, the Company's public reports, including Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Proxy Statements, can be obtained through the Securities and Exchange Commission EDGAR Database over the World Wide Web at www.sec.gov.
|
||
Independent Registered Public Accountants
Marcum LLP
Maritime Center
555 Long Wharf Drive
New Haven, CT 06511
|
Number of Stockholders
As of February 28, 2018, there were,
approximately 8,200 stockholders.
|
EXHIBIT 21
|
|||||||||
AMBASE CORPORATION
SUBSIDIARY LISTING
AS OF DECEMBER 31, 2017
|
|||||||||
Name
|
Jurisdiction
in Which Organized
|
Percentage Voting Securities Owned By Immediate Parent
|
|||||||
AmBase Corporation
|
Delaware
|
N/A
|
|||||||
Maiden Lane Associates, Ltd.
|
Delaware
|
100%
|
|||||||
SDG Financial Corp.
|
Delaware
|
100%
|
|||||||
111 West 57th Investment LLC
|
Delaware
|
100%
|
|||||||
Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated.
|
Exhibit 31.1
|
|||||||
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
|
|||||||
I, Richard A. Bianco, certify that:
|
|||||||
1.
|
I have reviewed this annual report on Form 10-K of AmBase Corporation;
|
||||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||||||
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
||||||
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||||
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
||||||
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||||
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
||||||
/s/ Richard A. Bianco
|
|||||||
Richard A. Bianco
|
|||||||
Chairman, President and Chief Executive Officer
|
|||||||
March 30, 2018
|
Exhibit 31.2
|
|||||||
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
|
|||||||
I, John Ferrara, certify that:
|
|||||||
1.
|
I have reviewed this annual report on Form 10-K of AmBase Corporation;
|
||||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||||||
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
||||||
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||||
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
||||||
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||||
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
||||||
/s/ John Ferrara
|
|||||||
John Ferrara
|
|||||||
Vice President, Chief Financial Officer, and Controller
|
|||||||
March 30, 2018
|
Exhibit 32.1
|
|||||
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
|
|||||
In connection with the annual report of AmBase Corporation (the "Company") on Form 10-K for the period ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Bianco, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|||||
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
||||
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
||||
/s/ Richard A. Bianco
|
|||||
Richard A. Bianco
|
|||||
Chairman, President and Chief Executive Officer
|
|||||
AmBase Corporation
|
|||||
March 30, 2018
|
(i)
|
which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly;
|
(ii)
|
which such Person or any of such Person's Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights (other than Rights issuable under this Agreement), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (i) arises solely from a revocable proxy given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with the applicable rules and regulations under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or
|
(iii)
|
which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described in clause (ii) (B) above) or disposing of any securities of the Company.
|
(i)
|
the Company shall consolidate with or merge with and into any other Person,
|
(ii)
|
any Person shall consolidate with the Company or merge with and into the Company and the Company shall be the Surviving Person of such merger and in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person or the Company or cash or any other property, or
|
(iii)
|
the Company shall sell, lease, exchange, liquidate or otherwise transfer or dispose of (or one or more of its Subsidiaries shall sell, lease, exchange, liquidate or otherwise transfer or dispose of), in one or more transactions, the Major Part of the assets of the Company and its subsidiaries (taken as a whole) to any other Person then, and in each such case proper provision shall be made so that each holder of a Right (except as provided in Section 7(d)) shall thereafter have the right to receive upon the exercise thereof and payment of the then-current Purchase Price for each Common Share for which the Right is then exercisable in accordance with the terms of this Agreement, the securities specified below:
|
(a)
|
Prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares.
|
(b)
|
After the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer.
|
AMBASE CORPORATION
|
||||||
By:
|
/s/ Richard A. Bianco
|
|||||
Name:
|
Richard A. Bianco
|
|||||
Title:
|
President & CEO
|
|||||
Attest:
|
||||||
By:
|
/s/ John Ferrara
|
|||||
Name:
|
John Ferrara
|
|||||
Title:
|
Vice President
|
|||||
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
|
||||||
By:
|
/s/ American Stock Transfer and Trust Company, LLC
|
|||||
Name:
|
||||||
Title:
|
||||||
Attest:
|
||||||
By:
|
/s/ American Stock Transfer and Trust Company, LLC
|
|||||
Name:
|
||||||
Title:
|
AMBASE CORPORATION,
|
||||
By:
|
||||
Title
|
||||
Attest:
|
||||
Secretary
|
||||
Countersigned:
|
||||
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
|
||||
By:
|
||||
Authorized Signature
|
FOR VALUE RECEIVED
|
|
hereby sells, assigns and transfers unto
|
|
(Please print name and address of transferee)
|
|
Signature
|
(Please print name and address)
|
(Please print name and address)
|
Signature
(Signature must conform in all respects to name of holder as specified on the face of this Right Certificate)
|
Exhibit 32.2
|
|||||
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
|
|||||
In connection with the annual report of AmBase Corporation (the "Company") on Form 10-K for the period ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Ferrara, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|||||
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
||||
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
||||
/s/ John Ferrara
|
|||||
John Ferrara
|
|||||
Vice President and Chief Financial Officer
|
|||||
March 30, 2018
|
1. |
The 2007 Employment Agreement as amended currently provides for an employment period ending May 31, 2018. Section 1(a) of the Employment Agreement, first sentence, currently states as follows:
|
2. |
Pursuant to this Amendment, the term of the 2007 Employment Agreement shall be extended for five (5) additional years to May 31, 2023, or such shorter periods as may be mutually agreed upon by the Company and Executive. Therefore, pursuant to this Amendment, Section 1 (a) of the Employment Agreement, first sentence as currently stated shall be deleted in its entirety and replaced with the following:
|
Accepted and Agreed:
|
||
AmBase Corporation
|
||
/s/ Richard A. Bianco
|
By:
|
/s/ John Ferrara
|
Richard A. Bianco
|
Name:
|
John Ferrara
|
Title:
|
Vice President & Chief Financial Officer
|
2
|
3
|
4
|
5
|
6
|
7
|
To Seller:
|
||
Maiden Lane Associates, LTD.
|
||
100 Putnam Green, 3rd Floor
|
||
Greenwich, CT 068630
|
||
With a copy to:
|
||
Gilbride, Tusa, Last & Spellane LLC
|
||
31 Brookside Drive
|
||
Greenwich, Connecticut 06830
|
||
Attn: Charles S. Tusa, Esq./Jonathan M. Wells, Esq.
|
To Purchaser:
|
||
Maria USA, Inc.
|
||
123 West 79th Street
|
||
New York, New York 10023
|
||
With a copy to:
|
||
Halloran & Sage, LLP
|
||
315 Post Road West
|
||
Westport, CT 06880
|
||
Attn: Eric D. Bernheim, Esq.
|
9
|
10
|
11
|
12
|
13
|
14
|
/s/ Richard A. Bianco
|
||
By:
|
Richard A. Bianco
|
|
Title:
|
President & CEO
|
|
Performance as Escrow Agent accepted and
Agreed to this day of ______________, 2018
|
|||
GILBRIDE, TUSA, LAST & SPELLANE LLC
|
|||
By:
|
15
|
17
|
MAIDEN LANE ASSOCIATES, LTD.,
|
||
Owner of 100 Putnam Green, Greenwich, CT
|
||
By: Richard A. Bianco
|
||
Title: President & CEO
|
||
Date: January 17, 2018
|
||
1.
|
Sewer and water use charges which become due and payable subsequent to the date of this deed;
|
2.
|
Real Estate Taxes to the Town of Greenwich which become due and payable subsequent to the date of this deed;
|
3.
|
Grant in favor of The Connecticut Light and Power Company dated November 20, 1965 and recorded in Volume 697 at Page 291 of the Greenwich Land Records.
|
4.
|
Grant in favor of The Connecticut Light and Power Company dated May 17, 1965 and recorded in Volume 722 at Page 555 of the Greenwich Land Records.
|
5.
|
Grant in favor of Greenwich Water Company dated November 26, 1975 and recorded in Volume 956 at Page 341 of the Greenwich Land Records.
|
6.
|
Grant in favor of The Connecticut Light and Power Company dated June 28, 1976 and recorded in Volume 974 at Page 209 of the Greenwich Land Records.
|
20
|
7.
|
Grant in favor of Connecticut Natural Gas Corporation dated July 2, 1976 and recorded in Volume 975 at Page 285 of the Greenwich Land Records.
|
8.
|
Agreement dated June 28, 1976 and recorded in Volume 977 at Page 25 of the Greenwich Land Records.
|
9.
|
Grant in favor of the Town of Greenwich dated December 15, 1976 and recorded in Volume 1001 at Page 198 of the Greenwich Land Records and as shown on Map No. 5412 on file in the Office of the Greenwich Town Clerk.
|
10.
|
R.O.W for drain as shown on Map No. 5412 on file in the Office of the Greenwich Town Clerk.
|
Witnessed By:
|
MAIDEN LANE ASSOCIATES, LTD.
|
|||
By:
|
/s/ John Ferrara
|
|||
Witness:
|
Chief Financial Officer
|
|||
Witness:
|
||||
STATE OF CONNECTICUT
|
:
|
|||
:
|
ss.
|
GREENWICH
|
||
COUNTY OF FAIRFIELD
|
:
|
|||
Commissioner of the Superior Court
|
21
|
2.
|
The parties have entered into this agreement in order to accommodate an orderly
Closing and sale of the Premises and the business located in the Premises and, therefore, no use and occupancy shall be paid by the OCCUPANTS provided that the OCCUPANTS vacate the Third Floor as agreed hereunder. |
3.
|
OCCUPANTS shall, and do hereby, absolutely, forever and conclusively,
indemnify and hold harmless BUYER from any and all injuries and/or losses caused by a) OCCUPANTS, b) OCCUPANTS' guests, workers, invitees, agents, servants, contractors and/or licensees and/or c) the act and/or failure to act by and/or on behalf of any of the foregoing referred to in a) and/or b), as to any and all loss, damages, costs, obligations and/or the like (hereinafter, collectively, "Loss") occurring at, from, on and/or relative to the Premises and/or OCCUPANTS at the Premises at all times from and after Closing through and including the end of OCCUPANTS' said occupancy. OCCUPANTS shall, and do hereby, absolutely, forever and |
4.
|
It is absolutely, forever and conclusively agreed that a) in no event shall
OCCUPANTS be considered a tenant pursuant to the Connecticut General Statutes or the laws of |
5.
|
In the event any party does not fully and faithfully comply with all terms and
provisions of this entire Agreement, as and when required herein, said party shall pay all attorneys' fees, sheriffs' fees, entry fees and/or other costs incurred by any other party in seeking to enforce this Agreement. |
6.
|
This Agreement shall survive the Closing and delivery of the deed and all other
documents in connection therewith, and shall not be merged in same. |
Maiden Lane Associates, Ltd.
|
||
By:
|
/s/ Richard Bianco
|
|
Richard Bianco
|
||
President
|
||
AmBase Corporation
|
||
By:
|
/s/ Richard Bianco
|
|
Richard Bianco
|
||
President
|
||
Maria USA, Inc.
|
||
By:
|
/s/ Jin Ho Lim
|
|
Jin Ho Lim
|
||
Chief Executive Officer
|
||
3
|
AMENDED AND RESTATED
|
||
CERTIFICATE OF INCORPOATION
|
||
OF
|
||
AMBASE CORPORATION
|
||
FIRST: The name of the corporation (hereinafter called the "Company") is AMBASE CORPORATION.
|
||
SECOND: The registered office of the Company is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.
|
||
THIRD: The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
|
||
FOURTH: The total number of shares of all classes of stock which the Company is authorized to issue is 105,000,000. All such shares are to have a par value and are classified as 20,000,000 shares of Cumulative Preferred Stock, each share of such class having a par value of $0.01 and 85,000,000 shares of Common Stock, each share of such class having a par value of $0.01.
|
||
The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Cumulative Preferred Stock and Common Stock of the Company are set forth in the following provisions:
|
||
SECTION A: PROVISIONS RELATING TO CUMULATIVE PREFERRED STOCK
|
||
I.
|
The Cumulative Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereafter provided.
|
|
II.
|
Authority is hereby expressly granted to the Board of Directors of the Company, subject to the provisions of this Article Fourth, to authorize the issue of one or more series of Cumulative Preferred Stock, and with respect to each series to fix by resolution or resolutions providing for the issues of such series:
|
|
(a) The number of shares of Cumulative Preferred Stock which shall comprise such series and the distinctive designation thereof;
|
||
(b) The dividend rate or rates (which may be contingent upon the happening of certain events) on the shares of such series, the date or dates from which dividends shall accumulate as herein provided and the quarterly dates on which dividends, if declared, shall be payable;
|
||
(c) Whether or not the shares of such series shall be redeemable, the limitations and restrictions with respect to such redemption, the manner of selecting shares of such series for redemption if fewer than all shares are to be redeemed, and the amount, if any, in addition to any accrued dividends thereon which the holders of shares of such series shall be entitled to receive upon the redemption thereof, which amount may vary at different redemption dates and may be different with respect to shares redeemed through the operation of any purchase, retirement or sinking fund and with respect to shares otherwise redeemed;
|
||
(d) The amount in addition to any accrued dividends thereon which the holders of shares of such series shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, which amount shall not be less than par value but otherwise may vary depending on whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates (the amount so payable upon such involuntary liquidation, dissolution or winding up, exclusive of accrued dividends, being hereinafter sometimes called the "involuntary liquidation value");
|
||
(e) Whether or not the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;
|
||
(f) Whether or not the shares of such series shall be convertible into or exchangeable for shares of stock of any other class or classes, or of any other series of the same class, or for any other securities of the Company, and if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same;
|
||
(g) The voting powers, if any, of such series in addition to the voting powers provided in paragraphs X and XI of this Section A; and
|
||
(h) Any other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as shall not be inconsistent with the Section A.
|
||
III.
|
All shares of any one series of Cumulative Preferred Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of paragraph II of this Section A.
|
IV.
|
Before any dividends on any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock (other than dividends payable in shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock) shall be declared or paid or set apart for payment, the holders of shares of Cumulative Preferred Stock of each series shall be entitled to such cash dividends, but only when and as declared by the Board of Directors out of funds legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, payable quarterly on such dates as may be fixed in such resolution or resolutions in each year to holders of record on the respective dates not exceeding fifty (50) days preceding such dividend payment dates as may be determined by the Board of Directors in advance of the payment of each particular dividend. Such dividends shall be cumulative from the date or dates fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, which date or dates shall in no instance be more the ninety (90) days before or after the date of the initial issuance of shares of such series then to be issued. Dividends in full shall not be declared or paid or set apart for payment on the Cumulative Preferred Stock of any one series for any dividend period unless dividends in full have been declared or paid or set apart payment on the Cumulative Preferred Stock of all series for all dividend periods terminating on the same or any earlier date. When the dividends are not paid in full on all series of the Cumulative Preferred Stock, the shares of all series shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full. A "dividend period" is the period between any two consecutive dividend payment dates (or, when shares are originally issues, the period from the date from which dividends are cumulative to the first dividend payment date) as fixed for a particular series. Accruals of dividends shall not bear interest.
|
||
V.
|
In the event of any liquidation, dissolution nor winding up the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Company shall be made to or set apart for the holders of shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock, the holders of the shares of each series of the Cumulative Preferred Stock shall be entitled to receive payment of the amount per share fixed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of the shares of such series, plus an amount equal to all dividends accrued thereon to the date of final distribution to such holders, but they shall be entitled to no further payment. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the shares of the Cumulative Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. For the purposes of this paragraph V., the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Company or any subsidiary of the Company or a consolidation or merger of the Company or any subsidiary of the Company with one or more corporations shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.
|
||
VI.
|
To the extent and (subject to the provisions of this paragraph VI and paragraphs VII through IX of this Section A) upon the terms fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of any such series, the Company, at the option of the Board of Directors, may redeem at any time the whole or from time to time any part of the Cumulative Preferred Stock of any series at the outstanding, at the amount fixed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of the series of such shares, plus in every case an amount equal to all accrued dividends with respect to each share so to be redeemed (the total sum so payable on any such redemption being in this Section A referred to as the "redemption price"). Notice of every such redemption, stating the redemption date, the redemption price and the place of payment thereof, shall be mailed at least thirty (30) and not more than sixty (60) days in advance of the date designated for such redemption to the holders of record of the shares of Cumulative Preferred Stock so to be redeemed at their respective addresses as the same shall appear on the books of the Company. A similar notice shall be published at least once in a daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, the City of New York. In order to facilitate the redemption of any shares of Cumulative Preferred Stock that may be selected for redemption as provided in this paragraph VI, the Board of Directors is authorized to cause the transfer books of the Company to be closed as to such shares at any time not exceeding fifty (50) days prior to the date designated for redemption thereof. In case of the redemption of a part only of any series of Cumulative Preferred Stock at the time outstanding, the shares of such series so to be redeemed shall be selected in such manner as may be fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, or in the event such manner of selection is not fixed in such resolution or resolutions, such shares shall be selected pro rata or by lot as the Board of Directors may from time to time determine. The Board of Directors shall have full power and authority, subject to the limitations and provisions herein contained, to prescribe the terms and conditions upon which the Cumulative Preferred Stock shall be redeemed from time to time.
|
||
VII.
|
If after the giving of such notice but before the redemption date specified therein, the Company shall deposit with a bank or trust company, having a capital and surplus of at least $5,000,000, in trust to be applied to the redemption of the shares of Cumulative Preferred Stock so called for redemption, the funds necessary for such redemption, then from and after the date of such deposit all rights of the holders of the shares of Cumulative Preferred Stock so called for redemption shall cease and terminate, excepting only the right to receive the redemption price therefore, but without interest, and such shares shall not thereafter be deemed to be outstanding. Any funds so deposited which shall not be required for such redemption because of the exercise of any right of conversion or exchange subsequent to the date of such deposit shall be returned to the Company. In case the holders of shares of Cumulative Preferred Stock which shall have been called for redemption shall not, within six (6) years after the date fixed for redemption, claim the amount deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Company such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Company for the payment thereof. Any interest accrued on funds so deposited shall be paid to the Company from time to time.
|
||
VIII.
|
Shares of Cumulative Preferred Stock which have been redeemed or purchased or retired through the operation of a purchase, retirement or sinking fund or which have been converted into shares of any other class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock, upon compliance with any applicable provisions of the General Corporation Law of Delaware, s hall have the status of authorized and unissued shares of Cumulative Preferred Stock and may be reissued as a part of the series of which they were originally a part (if the terms of such series do not prohibit such reissue) or as part of a new series of Cumulative Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Cumulative Preferred Stock the terms of which do not prohibit such reissue.
|
||
IX.
|
If at any time the Company shall have failed to pay dividends in full on the Cumulative Preferred Stock, thereafter and until dividends in full, including all accrued and unpaid dividends to the next preceding dividend payment date on the Cumulative Preferred Stock outstanding shall have been declared and set apart in trust for payment or paid, or if at any time the Company shall have failed to pay in full amounts payable with respect to any obligations to retire shares of the Cumulative Preferred Stock, thereafter and until such amounts shall have been paid in full or set apart in trust for payment, (a) the Company, without the affirmative vote or consent of the holders of at least 66 2/3% of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special meeting called for the purpose, at which the holders of the Cumulative Preferred Stock shall vote separately as a class, regardless of series, shall not redeem less than all of the Cumulative Preferred Stock at such time outstanding, other than in accordance with paragraph XV of this Section A, and (b) the Company shall not purchase any Cumulative Preferred Stock except in accordance with a purchase offer made in writing to all holders of Cumulative Preferred Stock of all series upon such terms as the Board of Directors, in their sole discretion after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series, shall determine (which determination shall be final and conclusive) will result in fair and equitable treatment among the respective series; provided that (i) the Company, to meet the requirement of any purchase, retirement or sinking fund provisions with respect to any series, may use shares of such series acquired by it prior to such failure and then held by it as treasury stock and (ii) nothing shall prevent the Company from completing the purchase or redemption of shares of Cumulative Preferred Stock for which a purchase contract was entered into for any purchase, retirement or sinking fund purposes, or the notice of redemption of which was initially mailed, prior to such default.
|
||
X.
|
So long as any of the Cumulative Preferred Stock is outstanding the Company:
|
||
(a)
|
Will not declare or pay, or set apart for payment, any dividends (other than dividends payable in shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock), or make any distribution on any class or classes or stock of the Company ranking junior to the Cumulative Preferred Stock, and will not redeem, purchase or otherwise acquire, whether voluntarily, for a sinking fund or otherwise, any shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock, if at the time of making such declaration, payment, setting apart, distribution, redemption, purchase or acquisition the Company shall be in default with respect to any dividend payable on or any obligation to retire shares of Cumulative Preferred Stock, provided that notwithstanding the foregoing the Company may at any time redeem, purchase or otherwise acquire shares of stock of any such junior class in exchange for, or out of the net cash proceeds from the concurrent sale of other shares of stock of any such junior class;
|
||
(b)
|
Will not, without the affirmative vote or consent of the holders of at least 66 2/3% of all the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special meeting called for the purpose, at which the holders of the Cumulative Preferred Stock, regardless of series, shall vote separately as a class, (i) create any other class or classes of stock ranking prior to the Cumulative Preferred Stock, either as to dividends or upon liquidation, or create any stock or other security convertible into or exchangeable for or evidencing the right to purchase any such stock so ranking prior to the Cumulative Preferred Stock, or increase the authorized number of shares of any such other class of stock or other security, or (ii) amend, later or repeal (by any means, including, without limitation, merger or consolidation) any of the provision of this Section A so as to materially adversely affect the preferences, rights or powers of the Cumulative Preferred Stock; and
|
||
(c)
|
Will not, without the affirmative vote or consent of the holders of at least 66 2/3% of any series of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special meeting called for the purpose (the holders of such series of the Cumulative Preferred Stock consenting or voting, as the case may be, separately as a class), amend, alter or repeal (by any means, including, without limitation, merger or consolidation) any of the provisions herein or in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series so as to materially adversely affect the preferences, rights or powers of the Cumulative Preferred Stock of such series.
|
||
The Company may, without any vote or consent of the holders of shares of any series of Cumulative Preferred Stock, (a) increase the number of shares of authorized Common Stock, whether or not the shares of one or more series of Cumulative Preferred Stock have general voting rights, and (b) increase the authorized number of shares of Cumulative Preferred Stock.
|
|||
XI.
|
Whenever dividends payable on all shares of the Cumulative Preferred Stock shall be in default in a n aggregate amount equal to six (6) full quarterly dividends on the shares of all Cumulative Preferred Stock then outstanding, the number of directors then constituting the Board of Directors of the Company shall ipso facto be increased by two (2), and the holders of the Cumulative Preferred Stock shall have, in addition to any other voting rights, the exclusive and special right, voting separately as a class and without regard to series, to elect two (2) directors of the Company to fill such newly created directorships. Whenever such right of the holders of the Cumulative Preferred Stock shall have vested, such right may be exercised initially either at a special meeting of such holders of the cumulative Preferred Stock called as provided in paragraph XII of this Section A, or any annual meeting of stockholders, and thereafter at annual meetings of stockholders. The right of the holders of the Cumulative Preferred Stock voting separately as a class to elect members of the Board of Directors or the Company as aforesaid shall continue until such time as all dividends accumulated on all series of Cumulative Preferred Stock to the dividend payment date next preceding the date of any such determination shall have been paid in full, or declared and set apart in trust for payment, at which time the special right of the holders of the Cumulative Preferred Stock so to vote separately as a class for the election of directors shall terminate, subject to retesting in the event of each and every subsequent default in an aggregate amount equal to six (6) full quarterly dividends as above provided. Upon such termination the number of directors constituting the Board of Directors shall be reduced as provided in paragraph XIV of this Section A.
|
||
XII.
|
At any time when such special voting power shall have vested in the holders of the Cumulative Preferred Stock as provided in paragraph XI of this Section A, a proper officer of the Company shall, upon the written request of the holders of record of at least 10% of the Cumulative Preferred Stock then outstanding, regardless of series, addressed to the Secretary of the Company, call a special meeting of the holders of the Cumulative Preferred Stock for the purpose of electing directors. Such meeting shall be held at the earliest practicable date at the place for the holding of annual meetings of stockholders of the Company. If such meeting shall not be called by the proper officers of the Company within twenty (20) days after personnel service of the said written request upon the Secretary of the Company, or within twenty (20) days after mailing the same within the United States of America, by registered mail addressed to the Secretary of the Company at its principal office, the holders of record of at least 10% of the Cumulative Preferred Stock then outstanding, regardless of series, may designate in writing one of their number to call such meeting at the expense of the Company, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and shall be held at the place for the holding of annual meeting of stockholders of the Company. Any holder of Cumulative Preferred Stock so designated shall have access to the stock books of the Company for the purpose of causing meetings of stockholders to be called pursuant to these provisions. Notwithstanding the provisions of this paragraph XII, no such special meeting shall be called during the period within ninety (90) days immediately preceding the date fixed for the next annual meeting of stockholders.
|
||
XIII.
|
At any meeting held for the purpose of electing directors at which the holders of the Cumulative Preferred Stock shall have the special right, voting separately as a class, to elect directors as provided in paragraph XI of this Section A, the presence, in person or by proxy, of the holders of 33 1/3% of the Cumulative Preferred Stock then outstanding shall be required to constitute a quorum of such class for the election of any director by the holders of the Cumulative Preferred Stock as a class. At any such meeting or adjournment thereof: (a) the absence of a quorum of the Cumulative Preferred Stock shall not prevent the election of directors other than those to be elected by the Cumulative Preferred Stock voting as a class and the absence of a quorum for the election of such other directors shall not prevent the election of the directors to be elected by the Cumulative Preferred Stock voting as a class; and (b) in the absence of either or both such quorums, a majority of the holders present in person or by proxy of the stock or stocks which lack a quorum shall have power to adjourn the meeting for the election of directors which they are entitled to elect from time to time without notice other than announcement at the meeting until a quorum shall be present.
|
||
XIV.
|
During any period when the holders of the Cumulative Preferred Stock have the right to vote as a class for directors as provided in paragraph XI of this Section A: (a) the directors so elected by the holders of the Cumulative Preferred Stock shall continue in office until their successors shall have been elected by such holders or until termination of the right of the holders or the Cumulative Preferred Stock to vote as a class for directors; and (b) any vacancies in the Board of Directors shall be filled only by vote of a majority (even if that be only a single director) of the remaining directors theretofore elected by the holders of the class or classes of stock which elected the director whose office shall have become vacant. Immediately upon any termination of the right of holders of the Cumulative Preferred Stock to vote as a class for directors as provided in paragraph XI of the Section A: (a) the term of office of the directors then in office so elected by the holders of the Cumulative Preferred Stock shall terminate; and (b) the number of directors shall be such number as may be provided for in the By-Laws irrespective of any increase made pursuant to the provisions of said paragraph XI.
|
||
XV.
|
If in any case the amounts payable with respect to any obligation to retire shares of the Cumulative Preferred Stock are not paid in full in the case of all series with respect to which such obligations exist, the number of shares of each of such series to be retired pursuant to any such obligations shall be in proportion to the respective amounts which would be payable on account of such obligations if all amounts payable in respect of such series were discharged in full.
|
||
XVI.
|
No holder of Cumulative Preferred Stock shall have any pre-emptive right to subscribe to stock, obligations, warrants, rights to subscribe to stock or other securities of the Company of any class, whether now or hereafter authorized.
|
||
XVII.
|
The term "class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock" shall mean the Common Stock referred to in Section B of this Article Fourth and any other class or classes of stock of the Company hereafter authorized which shall rank junior to the Cumulative Preferred Stock as to dividends or upon liquidation.
|
||
SECTION B: PROVISIONS RELATING TO COMMON STOCK
|
|||
I.
|
Subject to the provision of law and the preference of the Cumulative Preferred Stock, dividends may be paid on the Common Stock of the Company at such time and in such amounts as the Board of Directors may deem advisable.
|
||
II.
|
The Board of Directors of the Company is authorized to effect the elimination of shares of its Common Stock purchased or otherwise reacquired by the Company from the authorized capital stock or number of shares of the Company in the manner provided for in the General Corporation Law of Delaware.
|
||
III.
|
No holder of Common Stock shall have any pre-emptive right to subscribe to stock, obligations, warrants, rights to subscribe to stock or other securities of the Company of any class whether now or hereafter authorized.
|
||
SECTION C: GENERAL
|
||
Subject to the provisions of law and the foregoing provisions of this Restated Certificate of Incorporation, the Company may issue shares of its Cumulative Preferred Stock or Common Stock, from time to time, for such consideration (not less than the par value or stated value thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix the same in its absolute and uncontrolled discretion, subject as aforesaid. Shares so issued, for which the consideration has been paid or delivered to the Company, shall be deemed fully paid stock, and shall not be liable to any further call or assessments thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.
|
||
FIFTH: The directors shall be divided into three (3) classes: the terms of office of those of the first class to expire at the annual meeting to be held during the calendar year 1986, the term of office of those of the second class to expire at the annual meeting to be held during the calendar year 1987 and the term of office of those of the third class to expire at the annual meeting to be held during the calendar year 1988. At each annual meeting, commencing with the annual meeting to be held during the calendar year 1986, each of the successors to the directors of the class whose term shall have expired that year, shall be elected for a term running until the third annual meeting next succeeding his election and until his successor shall have been duly elected and shall have qualified, except that, upon the filling of any vacancies in the Board of Directors occurring otherwise than by expiration of term of office, a successor shall be elected for the unexpired term and except that, if the number of directors be increased, the additional directors shall be divided among the three (3) classes. The provisions of this Article Fifth may not be amended, altered or repealed unless such amendment, alteration or repeal, as the case may be, has been submitted to the stockholders of this Company at an annual or special meeting thereof and four-fifths (4/5) of the outstanding stock entitled to vote thereon, and four-fifth(4/5) of the outstanding stock of each class entitled to vote thereon as a class, has been voted in favor of such amendment, alteration or real, as the case may be.
|
||
SIXTH: Any action that may be taken by the Stockholders of the Company at a meeting thereof may be taken by the Stockholders of the Company without such a meeting in accordance with the applicable requirements of Delaware law.
|
||
SEVENTH: Except as may otherwise be provided pursuant to Section (A) of Article Fourth of this Restated Certificate of Incorporation in connection with rights of the holders of Cumulative Preferred Stock to elect additional directors under specified circumstances, any director may be removed from office only for cause and only by the affirmative vote of the holders of not less than four-fifths (4/5) of the outstanding stock entitled to vote in connection with the election of directors, voting together as a single class; provided, however, that where such removal is approved by a majority of the Disinterested Directors (as defined in Article Eighth), the affirmative vote of the holders of not less than a majority of the outstanding stock entitled to vote in connection with the election of directors, voting together as a single class, shall be required for approval of such removal.
|
||
EIGHTH: (a) Higher Vote for Business Combinations. In addition to any affirmative vote required by law or by this Restated Certificate of Incorporation or by the terms of any securities of the Company, and except as otherwise expressly provided in Section (b) or this Article Eighth, any Business Combination shall require the affirmative vote of: (i) the holders of not less than four-fifths (4/5) of the then outstanding Voting Stock of the Company; and (ii) the holders of not less than a majority of the then outstanding Voting Stock of the Company, other than stock held by any Interested Stockholder that is (or an Affiliate or Associate of which is) a party to such Business Combination or by any Affiliate or Associate of such Interested Stockholder, in each case voting together as a single class. Such affirmative vote shall be required notwithstanding that a vote may not be required, or that a lesser percentage may be specified, by law, by any other provision of this Restated Certificate of Incorporation, in any agreement with any national securities exchange or any other Person or otherwise.
|
||
(b) When Higher Vote is Not Required. He provision s of Section (a) of this Article Eighth shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, of the stockholders as is required by law and any other provision of this Restated Certificate of Incorporation, if there are one or more Disinterested Directors and the Business Combination shall have been approved by the affirmative vote of a majority of the Disinterested Directors, even if the Disinterested Directors do not constitute a quorum of the entire Board of Directors.
(c) Certain Definitions. For purposes of this Article Eighth, the following terms shall have the following meanings:
|
||
(i) "Business Combination" shall mean:
|
||
(A) any merger or consolidation of the Company or any Subsidiary with: (i) an Interested stockholder; or (ii) any other company (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Stockholder;
|
||
(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions, whether or not related) to or with an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder of any assets of the Company or any Subsidiary having an aggregate Fair Market Value of $50,000,000 or more;
|
||
(C) the issuance or transfer by the Company or any Subsidiary (in one transaction or a series of transactions, whether or not related) or any securities of the Company or any Subsidiary to an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder, in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $50,000,000 or more (other than an issuance of securities upon conversion of convertible securities of the Company or a Subsidiary which were not acquired by such Interested Stockholder (or such Affiliate or Associate) from the Corporation or a Subsidiary);
|
||
(D) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder;
|
||
(E) any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any Subsidiary or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the percentage of the outstanding shares of: (i) any class of equity securities of the Company or any Subsidiary; or (ii) any class of securities of the Company or any Subsidiary convertible into equity securities of the Company or any Subsidiary, represented by securities of such class which are directly or indirectly owned by an Interested Stockholder and all of its Affiliates and Associates; or
|
||
(F) any agreement, arrangement or understanding providing for any one or more of the actions specified in clauses (A) through (E) of this paragraph (i).
|
||
(ii) "Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on July 1, 1985 (the term "registrant" in said Rule 12b-2 meaning, in this case, the Company or a Subsidiary).
|
||
(iii) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on July 1, 1985;
|
||
(iv) "Disinterested Director" shall mean any member of the Board of Directors of the Company who is neither the Interested Stockholder involved in the Business Combination or matter as to which a vote of Disinterested Directors is provided hereunder, nor an Affiliate, Associate, employee, agent, representative or nominee of such Interested Stockholder, or a relative of any of the foregoing, and who (A) was a member of the Board of Directors of the Company prior to the time that such Interested Stockholder became an Interested Stockholder, (B) is recommended or elected to succeed a Disinterested Director by the affirmative vote of a majority of Disinterested Directors then on the Board of Directors of the Company, or (c) is elected to the Board of Directors of the Company at the 1985 Annual Meeting of Stockholders.
|
||
(v) "Fair Market Value" shall mean (A) in the case of stock, the highest closing sale price during the 30-day period including and immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not reported on such Composite Tape, on the New York Stock Exchange or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period including and immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotation System or any similar interdealer quotation system then in use, or, if no such quotation is available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (B) in the case of property other than cash or s tock, the fair market value of such property on the date in question as determined by a majority of the Disinterested Directors in good faith.
|
||
(vi) "Interested Stockholder" shall mean any Person (other than the Company or any Subsidiary or any profit-sharing, employee stock ownership or other employee benefit plan of the Company or any Subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or which:
|
||
(A) is, or was at any time within the two-year period immediately prior to the date in question, the Beneficial Owner of 5% or more of the voting power of the then outstanding Voting Stock of the Company or a Subsidiary; or
|
||
(B) is an assignee of, or has otherwise succeeded to, any shares of Voting Stock of the Company or a Subsidiary of which an Interested Stockholder was the Beneficial Owner at any time within the two-hear period immediately prior to the date in question, if such assignment or succession shall have occurred in the course of a transaction, or series of transactions, not involving a public offering within the meaning of the Securities Act of 1933, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules and/or regulations).
|
||
For the purposes of determining whether a Person is an Interested Stockholder, the outstanding Voting Stock of the Company or a Subsidiary shall include unissued shares of Voting Stock of the Company or a Subsidiary, as the case may be, or which the Interested Stockholder is the Beneficial Owner but shall not include any other shares of Voting Stock of the Company or a Subsidiary which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any Person who is not the Interested Stockholder.
|
||
(vii) A "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act.
|
||
(viii) "Subsidiary" shall mean any corporation of which the Company owns, directly or indirectly, (A) a majority of the outstanding shares or equity securities of such corporation, or (B) shares having a majority of the voting power represented by all of the outstanding shares of Voting Stock of such corporation. For the purpose of determining whether a corporation is a Subsidiary, the outstanding Voting Stock and shares of equity securities thereof shall include unissued shares of which the Company is the Beneficial Owner, but except for the purposes of paragraph (vi) of this Section (c), shall not include any other shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any Person other than the Company.
|
||
(ix)"Voting Stock" shall mean outstanding shares of capital stock of the relevant corporation entitled to vote generally in the election of directors. The term "class" of Voting Stock shall be deemed to refer to a series of Voting Stock where more than one series of Voting Stock is outstanding within a class of Voting Stock.
|
||
(d) Powers of Disinterested Directors. A majority of the Disinterested Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article Eighth, including, without limitation, (i) whether a Person is an Interested Stockholder; (ii) the number of shares of Voting Stock beneficially owned by any person; (iii) whether a Person is an Affiliate or Associate of another; (iv) whether a Person has an agreement, arrangement or understanding with another Person as to the matters referred to in clause (F) of the definition of "Business Combination" in Section (c), and (v) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Company or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $50,000,000 or more; and the good faith determination of a majority of the Disinterested Directors on such matters shall be conclusive and binding for all the purposes of this Article Eighth.
|
||
(e) No Effect on Fiduciary Obligations. Nothing contained in this Article Eighth shall be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve any Business Combination or recommend its adoption or approval to the stockholders of the Company, nor shall the Board of Directors, or any member thereof be limited or restricted in any manner with respect to evaluations of or actions and responses taken with respect to such Business Combination.
|
||
NINTH: The provisions set forth in this Article Ninth and in Articles Sixth, Seventh, Eighth, Tenth and Eleventh of this Restated Certificate of Incorporation may not be amended, altered, repealed or rescinded in any respect, and no other provision or provisions maybe adopted which impair(s) in any respect the operation or effect of any such provision, except by the affirmative vote of (a) the holders of not less than four-fifths (4/5) of the outstanding stock entitled to vote thereon, voting together as a single class, and (b) where such action is proposed by an Interested Stockholder or by an Associate or Affiliate of an Interested Stockholder (as defined in Article Eighth), the holders of not less than a majority of the outstanding stock entitled to vote thereon, voting together as a single class, other than stock held by the Interested Stockholder (or the Affiliate or Associate thereof) that proposed such action, or any Affiliate or Associate of such Interested Stockholder; provided, however, that where such action is approved by a majority of the Disinterested Directors (as defined in Article Eighth), the affirmative vote of the holders of not less than a majority of the outstanding stock entitled to vote thereon, voting together as a single class, shall be required for approval of such action.
|
||
TENTH: The Board of Directors shall have the power to adopt, amend, alter, or repeal the By-Laws of the Company as provided in such By-Laws. The stockholders shall also have the power to adopt, amend, alter or repeal the By-Laws of the Company; provided, however, that, notwithstanding the foregoing and anything contained in this Restated Certificate of Incorporation to the contrary, unless amended, altered or repealed by the Board of Directors as provided in the By-Laws, Sections 1.01 and 1.02 of Article I, Sections 2.01, 2.02, 2.03, 2.04, 2.07 and 2.08 of Article II, Section 3.01 of Article III, Article V and Section 7.01 of Article VII of the By-Laws may not be amended, altered, repealed or rescinded in nay respect and no other provision or provisions may be adopted which impair(s) in any respect the operation or effect of any such provision, except by the same vote that would be required to amend Article Ninth of this Restated Certificate of Incorporation.
|
||
ELEVENTH: To the fullest extent that the General Corporation Law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Company for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
|
||
Document and Entity Information - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Feb. 28, 2018 |
Jun. 30, 2017 |
|
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AmBase Corporation | ||
Entity Central Index Key | 0000020639 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 24 | ||
Entity Common Stock, Shares Outstanding | 40,737,751 | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 |
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Operating expenses: | ||
Compensation and benefits | $ 1,214 | $ 1,239 |
Professional and outside services | 2,628 | 1,123 |
Property operating and maintenance | 117 | 134 |
Depreciation | 48 | 48 |
Insurance | 159 | 170 |
Other operating | 140 | 200 |
Total operating expenses | 4,306 | 2,914 |
Operating income (loss) | (4,306) | (2,914) |
Interest income | 0 | 0 |
Interest expense | (67) | 0 |
Other income | 0 | 128 |
Impairment of equity investment in 111 West 57th Partners LLC | (63,745) | 0 |
Equity income (loss) - 111 West 57th Partners LLC | (25) | (575) |
Income (loss) before income taxes | (68,143) | (3,361) |
Income tax expense (benefit) | (20,086) | (142) |
Net income (loss) | $ (48,057) | $ (3,219) |
Net income (loss) per common share - basic (in dollars per share) | $ (1.18) | $ (0.08) |
Weighted average common shares outstanding - basic (in shares) | 40,738 | 40,738 |
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|---|
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 | 40,738 |
Treasury stock, at cost (in shares) | 5,672 | 5,672 | 5,672 |
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, 2015 | $ 464 | $ 548,304 | $ (474,522) | $ (5,168) | $ 69,078 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 0 | 0 | (3,219) | 0 | (3,219) |
Balance at Dec. 31, 2016 | 464 | 548,304 | (477,741) | (5,168) | 65,859 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 0 | 0 | (48,057) | 0 | (48,057) |
Balance at Dec. 31, 2017 | $ 464 | $ 548,304 | $ (525,798) | $ (5,168) | $ 17,802 |
Organization and Going Concern |
12 Months Ended |
---|---|
Dec. 31, 2017 | |
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, 2017, the Company's assets consisted primarily of cash and cash equivalents, real estate owned and a deferred tax asset. On January 26, 2018, the Company sold its commercial office building in Greenwich, Connecticut, see Note 3 herein for additional information. See Note 8 for additional information regarding taxes. 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 57th Street in New York, New York (the "111 West 57th Property"). The Company has also made significant investments in the 111 West 57th Street Property in 2013, 2014 and 2015. The Company is engaged in material disputes and litigation with the sponsors of the joint venture (the "Sponsor") and a mezzanine lender to the joint venture ("Spruce"). 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 recorded an impairment of its equity investment in the 111 West 57th Property in the full year period ended December 31, 2017. The carrying value of the Company's equity investment in the 111 West 57th Property represented a substantial portion of the Company's assets and net equity value. As noted above, despite ongoing litigation challenging the legitimacy of the actions taken by the Sponsors and Spruce in connection with the Company's investment in the 111 West 57th Property as further discussed herein, in accordance with GAAP, the Company recorded an impairment of its equity investment in the 111 West 57th Property in the full year period ended December 31, 2017. 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 57th Property, see Note 4 and Note 9 herein. 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 and Note 9 herein for additional information concerning the Company's pending appeal of its challenge to the Strict Foreclosure and the Company's recording of an impairment of its equity investment in the 111 West 57th Property. 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 and used cash for operating activities for the past several years. In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57th Street in New York, New York (the "111 West 57th Property"). The Company has also made significant investments in the 111 West 57th Street Property in 2013, 2014 and 2015. The Company is engaged in material disputes and litigation with the sponsors of the joint venture (the "Sponsor") and a mezzanine lender to the joint venture ("Spruce"). The Company recorded an impairment of its equity investment in the 111 West 57th Property in the full year period ended December 31, 2017. See Note 4 and Note 9 to the Company's consolidated financial statements for additional information regarding this impairment charge and the legal proceedings relating to the Company's investment in the 111 West 57th Property. The carrying value of the Company's equity investment in the 111 West 57th Property represented a substantial portion of the Company's assets and net equity value. The Company has an appeal pending on its challenge to the strict foreclosure which has not yet been resolved. The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its currently available cash and financial resources together with the net proceeds from the sale of its commercial office building in Greenwich, Connecticut as further discussed in Note 3 herein, may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include adjustments to the carrying value of assets and liabilities which might be necessary should the Company not continue in operation. Over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings 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 57th Property (the "Litigation Funding Agreement"). For additional information including the terms of the Litigation Funding Agreement, see Note 10 herein. 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 57th Property, as to the ultimate effect of the Sponsors', the Company's or the lenders' actions on the project, as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company's equity investment in the 111 West 57th Street Property. For additional information on the Company's investment in the 111 West 57th Property and the Company's legal actions related thereto, see Note 4 and 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 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time, and require substantial additional financial resources. Inability to recover all or most of such value would in all likelihood have a material adverse effect on the Company's financial condition and future prospects. 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 12 herein. |
Summary of Significant Accounting Policies |
12 Months Ended |
---|---|
Dec. 31, 2017 | |
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 9. The 2017 Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted in December 2017 and includes a broad range of tax reforms, certain of which were required by GAAP to be recognized upon enactment. The U.S. Securities and Exchange Commission has issued Staff Accounting Bulletin 118 (SAB 118), which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the 2017 Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act. 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 which could be potentially dilutive outstanding. Stock-based compensation Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares"), through May 28, 2018. At the current time, the Company has decided not to extend the expiration date of the 1993 Plan. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, upon awards of Restricted Stock and Performance Shares); however, only a portion of such shares shall be available for issuance for Restricted Stock Awards and Merit Awards. Shares issued pursuant to the 1993 Plan shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. Stock-based compensation expense for all stock-based compensation awards for which vesting is based solely on employment service, are based on the grant date fair value estimated in accordance with accounting principles generally accepted in the United States of America. The Company recognizes these compensation costs for only those shares expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Compensation expense relating to stock options is recorded in the Consolidated Statement of Operations, with a corresponding increase in additional paid-in capital in the Consolidated Statement of Changes in Stockholders' Equity. See Note 8 herein for a further discussion of stock-based compensation. Depreciation Depreciation expense for the Company's owned building is recorded on a straight-line basis over the useful lives of the assets. Tenant improvements if any, would be depreciated over the lesser of the remaining life of the tenants' lease or the estimated useful lives of the improvements. For additional information see Note 3. New Accounting Pronouncements There are no new accounting pronouncements that could materially affect the Company's consolidated financial statements. |
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Real Estate Owned | Note 3 – Real Estate Owned Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company. A portion of the building is utilized by the Company for office space; the remaining space was available for lease. Depreciation expense for the building is calculated on a straight-line basis. The building is carried at cost, net of accumulated depreciation. Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows:
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 will be reflected in the Company's financial statements for the quarterly period ending March 31, 2018. The Company used the sale proceeds to repay the full amount of the working capital loan plus accrued interest to Mr. R. A. Bianco. See Note 12 for additional information. The remaining proceeds will be used for working capital. Information relating to the sale of the Company's real estate owned in Greenwich, Connecticut is as follows:
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Investment in 111 West 57th Partners LLC |
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Investment in 111 West 57th Partners LLC | Note 4 – Investment in 111 West 57th Partners LLC In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57th Street in New York, New York (the "111 West 57th Property"). The Company is engaged in material disputes and litigation with the sponsors of the joint venture (the "Sponsor") and a mezzanine lender to the joint venture ("Spruce"). 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 recorded an impairment of its equity investment in the 111 West 57th Property in the full year period ended December 31, 2017. The carrying value of the Company's equity investment in the 111 West 57th Property represented a substantial portion of the Company's assets and net equity value. As noted above, despite ongoing litigation challenging the legitimacy of the actions taken by the Sponsors and Spruce in connection with the Company's investment in the 111 West 57th Property as further discussed herein, in accordance with GAAP, the Company recorded an impairment of its equity investment in the 111 West 57th Property in the full year period ended December 31, 2017. 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 57th Property, see Note 4 and Note 9 herein. 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 and Note 9 herein for additional information concerning the Company's pending appeal of its challenge to the Strict Foreclosure and the Company's recording of an impairment of its equity investment in the 111 West 57th Property. See below for additional information with regard to background information regarding the Company's 111 West 57th Property equity investment in the 111 West 57th Property and events leading up to the Strict Foreclosure, as follows: In June 2013, 111 West 57th Investment LLC, ("Investment LLC"), a then newly formed subsidiary of the Company, entered into a joint venture agreement (as amended, the "JV Agreement") with 111 West 57th Sponsor LLC, (the "Sponsor"), pursuant to which Investment LLC invested (the "Investment") in a real estate development property to purchase and develop the 111 West 57th Street Property (the "111 West 57th Property"). In consideration for making the Investment, Investment LLC was granted a membership interest in 111 West 57th Partners LLC ("111 West 57th Partners"), which indirectly acquired the 111 West 57th Property on June 28, 2013 (the "Joint Venture," and such date, the "Closing Date"). The Company also indirectly contributed an additional amount to the Joint Venture in exchange for an additional indirect interest in the Joint Venture. Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Joint Venture plans were to redevelop the 111 West 57th Property into a luxury residential tower and retail project. Amounts relating to the Company's initial June 2013 investment and other information relating to the 111 West 57th Property is as follows:
See below for additional information with regard to background information regarding the Company's 111 West 57th Property equity investment in the 111 West 57th Property and events leading up to the Strict Foreclosure, as follows: The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor. Additionally, the JV Agreement provides that (i) Mr. Richard A. Bianco (the Company's current Chairman, President and Chief Executive Officer) ("Mr. R. A. Bianco"), his immediate family, and/or any limited liability company wholly-owned thereby, and/or a trust in which Mr. R. A. Bianco and/or his immediate family is the beneficiary, shall at all times own, in the aggregate, not less than 20% of the outstanding shares of AmBase; and (ii) Mr. R. A. Bianco shall remain the Chairman of the Board of Directors of AmBase for the duration of the JV Agreement. In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10% subordinated participation interest in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57th 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 57th Property, the Company's management and its Board of Directors concluded that, given the continuing development risks of the 111 West 57th Property and the Company's financial position, the Company should not at that time increase its already significant concentration and risk exposure to the 111 West 57th Property. Nonetheless, the Company sought to limit dilution of its interest in the Joint Venture resulting from any failure to fund the capital call requirements, but at the same time wished to avoid the time, expense and financial return requirements (with attendant dilution and possible loss of voting rights) that obtaining a replacement third-party investor would require. The Company therefore entered into a second amended and restated operating agreement for Investment LLC ("Second Amended and Restated Investment Operating Agreement") pursuant to which Capital LLC was admitted as a member of Investment LLC. In exchange for Capital LLC contributing toward Investment LLC capital calls in respect of the 111 West 57th Property, 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. No other material changes were made to the Amended and Restated Investment Operating Agreement, and neither Mr. R. A. Bianco nor Capital LLC has any voting rights with respect to their interest and investment in Investment LLC. 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 57th Partners obtained financing for the 111 West 57th Property. The financing was obtained in two parts: (i) a first mortgage construction loan with AIG Asset Management (US), LLC (along with its affiliates "AIG"); and (ii) a mezzanine loan with Apollo Commercial Real Estate Finance, Inc. (along with its affiliates "Apollo"), as detailed herein below. Both loans have a four-year term with a one-year extension option subject to satisfying certain conditions. The loan agreements (the "Loan Agreements") also include customary events of default and other customary terms and conditions. Simultaneously with the closing of the AIG and the Apollo financing, 111 West 57th Partners repaid all outstanding liabilities and obligations to Annaly CRE, LLC under the initial mortgage and acquisition loan agreement, dated June 28, 2013, between joint venture entities and Annaly CRE, LLC. The remaining loan proceeds were to be drawn down and used as necessary for construction and related costs, loan interest escrow and other related project expenses for development of the 111 West 57th Property. Information relating to the June 30, 2015 financing for 111 West 57th Partners is as follows:
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 57th Sponsor LLC, et al.") (the "111 West 57th 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 57th KM Equity LLC, 111 West 57th 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 57th 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 is was held on February 27, 2018. 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 in that 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 57th Property if and when the case may be necessary on terms agreeable to/by the Company (as determined by the independent members of the Board of Directors) and Mr. R. A. Bianco at such time. The agreement provides that additional borrowings from Mr. R. A. Bianco pursuant to this line of credit shall be secured by the Company's commercial office building in Greenwich, Connecticut. As a result of the sale of the Company's commercial office building in Greenwich CT. in January 2018, any borrowings from Mr. R.A. Bianco under this line of credit would be unsecured. 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 57th Spruce Action"). The defendants in the 111 West 57th 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 57th 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 recorded an impairment of its equity investment in the 111 West 57th 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 57th Property represented a substantial portion of the Company's assets and net equity value. 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 for additional information. 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 57th Property as further discussed herein, in accordance with GAAP, the Company recorded an impairment of its equity investment in the 111 West 57th Property in the full year period ended December 31, 2017. 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 57th Property, see Note 9. 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 57th Property, as to the ultimate effect of the Sponsors', the Company's or the lenders' actions on the project, as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company's equity investment in the 111 West 57th Street Property. For additional information on the Company's investment in the 111 West 57th Property and the Company's legal actions related thereto, see 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 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time, and require substantial additional financial resources. Inability to recover all or most of such value would in all likelihood have a material adverse effect on the Company's financial condition and future prospects. The Company recorded its investment in 111 West 57th Partners utilizing the equity method of accounting. 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 57th Property as further discussed herein, in accordance with GAAP, the Company recorded an impairment of its equity investment in the 111 West 57th Property in the full year period ended December 31, 2017. As a result, the operations of 111 West 57th only through June 30, 2017 are included in the Company's consolidated statement of operations for the full year period ended December 31, 2017. As a result of the matters described herein, the following tables present summarized financial information for 111 West 57th Partners solely for the periods indicated. The amounts shown represent 100% of the financial position and results of operations of 111 West 57th Partners for the dates indicated below. (in thousands)
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Savings Plan | Note 5 - Savings Plans The Company sponsors the AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k) Plan" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). The Savings Plan permits eligible employees to make contributions of a percentage of their compensation, which are matched by the Company at a percentage of the employees' elected deferral. Employee contributions to the Savings Plan are invested at the employee's discretion, in various investment funds. The Company's matching contributions are invested in the same manner as the compensation reduction contributions. All contributions are subject to maximum limitations contained in the Code. The Company's matching contributions to the Savings Plan, charged to expense, were as follows:
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Stockholders' Equity | Note 6 - Stockholders' Equity Authorized common stock consists of the following:
Authorized cumulative preferred stock consists of the following:
Changes in the outstanding shares of Common Stock of the Company are as follows:
Changes in the treasury shares of Common Stock of the Company are as follows:
Common Stock Repurchase Plan The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of its common stock in the open market. The Repurchase Plan is conditioned upon favorable business conditions and acceptable prices for the common stock. Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise. Depending on market conditions and other factors, purchases may be commenced or suspended any time or from time to time without prior notice. Pursuant to the Repurchase Plan, the Company has repurchased shares of common stock from unaffiliated parties at various dates at market prices at their time of purchase, including broker commissions. Information relating to the Repurchase Plan is as follows:
Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan as further described in Note 8 herein is as follows:
Stockholder Rights Plan On January 29, 1986, the Company's Board of Directors declared a dividend distribution of one right for each outstanding share of Common Stock of the Company. The rights, as amended, which entitle the holder to purchase from the Company a common share at a price of $75.00, are not exercisable until either a person or group of affiliated persons acquires 25% or more of the Company's outstanding common shares or upon the commencement or disclosure of an intention to commence a tender offer or exchange offer for 20% or more of the common shares. The rights are redeemable by the Company at $0.05 per right at any time until the earlier of the tenth day following an accumulation of 20% or more of the Company's shares by a single acquirer or group, or the occurrence of certain Triggering Events (as defined in the Stockholder Rights Plan). In the event the rights become exercisable and thereafter, the Company is acquired in a merger or other business combination, or in certain other circumstances, each right will entitle the holder to purchase from the surviving corporation, for the exercise price, Common Stock having a market value of twice the exercise price of the right. The rights are subject to adjustment to prevent dilution and expire on February 10, 2021. |
Incentive Plans |
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Incentive Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incentive Plans | Note 7 - Incentive Plans Under the Company's 1994 Senior Management Incentive Compensation Plan (the "1994 Plan"), any executive officer of the Company whose compensation is required to be reported to stockholders under the Securities Exchange Act of 1934 (the "Participants") and who is serving as such at any time during the fiscal year as to which an award is granted, may receive an award of a cash bonus ("Bonus"), in an amount determined by the Personnel Committee of the Company's Board of Directors (the "Committee") and payable from an annual bonus fund (the "Annual Bonus Pool"). The Committee may award Bonuses under the 1994 Plan to Participants not later than 120 days after the end of each fiscal year (the "Reference Year"). If the Committee grants a Bonus under the 1994 Plan, the amount of the Annual Bonus Pool will be an amount equal to the sum of (i) plus (ii), where: (i) a percentage of the amount by which the Company's Total Stockholders' Equity, as defined, on the last day of a Reference Year increased over the Company's Total Stockholders' Equity, as defined, on the last day of the immediately preceding Reference Year; and (ii) a percentage of the amount by which the Company's market value, as defined, on the last day of the Reference Year increased over the Company's market value on the last day of the immediately preceding Reference Year. Notwithstanding the foregoing, the 1994 Plan provides that in the event of a decrease in either or both of items (i) and/or (ii) above, the Annual Bonus Pool is determined by reference to the last Reference Year in which there was an increase in such item. If the Committee determines within the time period to award a Bonus, the share of the Annual Bonus Pool to be allocated to Participants shall be pursuant to percentages of the Annual Bonus Pool as set forth in the 1994 Plan to the Company's Chief Executive Officer, and a percentage of the Annual Bonus Pool shall be allocated pro rata to each of the Company's Participants as determined by the Committee. The Committee in its discretion may reduce the percentage of the Annual Bonus Pool to any Participant for any Reference Year, and such reduction shall not increase the share of any other Participant. The 1994 Plan is not the exclusive plan under which the Executive Officers may receive cash or other incentive compensation or bonuses. No bonuses were paid attributable to the 1994 Plan for 2017 and 2016. The Company's 1993 Stock Incentive Plan (the "1993 Plan"), expires in May 2018. At the current time the Company has decided not to extend the expiration date of the 1993 Plan. Under the 1993 Plan the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares") through May 28, 2018. There are no options exercised. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, and awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for the issuance of Restricted Stock Awards and Merit Awards. Such shares shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), Options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. As a condition to any award of Restricted Stock or Merit Award under the 1993 Plan, the Committee may require a participant to pay an amount equal to, or in excess of, the par value of the shares of Restricted Stock or Common Stock awarded to him or her. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during a "Restricted Period", which in the case of grants to employees shall not be less than one year from the date of grant. The Restricted Period with respect to any outstanding shares of Restricted Stock awarded to employees may be reduced by the Committee at any time, but in no event shall the Restricted Period be less than one year. Except for such restrictions, the employee as the owner of such stock shall have all of the rights of a stockholder including, but not limited to, the right to vote such stock and to receive dividends thereon as and when paid. In the event that an employee's employment is terminated for any reason, an employee's Restricted Stock will be forfeited; provided, however, that the Committee may limit such forfeiture in its sole discretion. At the end of the Restricted Period, all shares of Restricted Stock shall be transferred free and clear of all restrictions to the employee. In the case of a Change in Control of the Company (as defined in the 1993 Plan), an employee may receive his or her Restricted Stock free and clear of all restrictions in the discretion of the Committee, or as may otherwise be provided pursuant to the employee's Restricted Stock award. Performance Share awards of Common Stock under the 1993 Plan shall be earned on the basis of the Company's performance in relation to established performance measures for a specific performance period. Such measures may include, but shall not be limited to, return on investment, earnings per share, return on stockholder's equity, or return to stockholders. Performance Shares may not be sold, assigned, transferred, pledged or otherwise encumbered during the relevant performance period. Performance Shares may be paid in cash, shares of Common Stock or shares of Restricted Stock in such portions as the Committee may determine. An employee must be employed at the end of the performance period to receive payments of Performance Shares; provided, however, in the event that an employee's employment is terminated by reason of death, disability, retirement or other reason approved by the Committee, the Committee may limit such forfeiture in its sole discretion. In the case of a Change in Control of the Company (as defined in the 1993 Plan), an employee may receive his or her Performance Shares in the discretion of the Committee, or as may otherwise be provided in the employee's Performance Share award. Information relating to the Company's 1993 Plan is as follows:
The fair value of option awards are estimated on the date of grant using the Black-Scholes-Merton option valuation model ("Black-Scholes") utilizing certain assumptions at the time of valuation. Expected volatilities are based on historical volatility of the Company's stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is estimated based on the contractual lives of option grants, option vesting period and historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury bond yield in effect at the time of grant. The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions utilized represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from the amounts previously recorded. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be materially different. The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of accounting principles generally accepted in the United States of America and reflects all substantive characteristics of the instruments being valued. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, and given the substantial changes in the price per share of the Company's Common Stock, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. Compensation expense relating to stock options would be recorded in the Consolidated Statement of Operations, with a corresponding increase to additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. |
Income Taxes |
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Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 8 - Income Taxes The components of income tax expense (benefit) are as follows:
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:
A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows:
For the year ended December 31, 2017, the Company recorded an income tax benefit partially offset by a state tax expense, attributable to a provision for a tax on capital imposed by the state jurisdictions. The income tax benefit for the year ended December 31, 2017, is attributable to a release of a valuation allowance in relation to the AMT Credit carryforwards and resulting deferred tax asset due to recognition of AMT Credit carryforwards projected to be refundable as provided for in the 2017 Tax Cuts and Jobs Act (the "2017 Tax Act") as further detailed herein. For the year ended December 31, 2017, other includes amounts relating to deferred tax true-ups. State income tax amounts for the year ended December 31, 2017, reflect a provision for a tax on capital imposed by the state jurisdictions. State income tax amounts for the year ended December 31, 2016, reflect a net benefit related to current year and prior year state tax true-ups. For the year ended December 31, 2016, other includes amounts relating to deferred tax true-ups. The Company has not been notified of any potential tax audits by any federal, state or local tax authorities. The Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 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. 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:
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:
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 as follows:
(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, 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. Additionally, the Company's tax advisors indicate that 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 claimed as refundable and/or AMT Credit carryforward amounts ultimately received. 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. The state NOL carryforwards as of December 31, 2017 are as follows:
The Company has a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows:
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 |
12 Months Ended |
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Dec. 31, 2017 | |
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 57th 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 57th Sponsor LLC, et al.") (the "111 West 57th Action"). The defendants in that litigation were 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 57th KM Equity LLC, 111 West 57th 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 57th 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 is currently scheduled for February 27, 2018. For additional information with regard to the Company's investment in the 111 West 57th Property, see Note 4. AmBase Corp., et al. v. Spruce Capital Partners, et al. In July 2017, the Company initiated a second litigation in the NY Court, Index No. 655031/2017, (the "111 West 57th Spruce Action"). The defendants in the 111 West 57th 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 57th 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 57th Property represented a substantial portion of the Company's assets and net equity value. 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 the Sponsors have elected to share. The Company has continued to demand access to such information, including access to the books and records for the 111 West 57th Property both under the JV Agreement and as part of the 111 West 57th Action and the 111 West 57th Spruce Action. For additional information with regard to the Company's recording of an impairment of its equity investment in the 111 West 57th Property; see Note 4. The carrying value of the Company's equity investment in the 111 West 57th Property represented substantially all of the Company's assets and net equity value. 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 57th Property, as to the ultimate effect of the Sponsors', the Company's or the lenders' actions on the project, as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company's equity investment in the 111 West 57th Street Property. For additional information on the Company's investment in the 111 West 57th Property and the Company's legal actions related thereto, see 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 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time, and require substantial additional financial resources. Inability to recover all or most of such value would in all likelihood have a material adverse effect on the Company's financial condition and future prospects. IsZo Capital L.P. derivatively and on behalf of AmBase Corporation v. Richard A. Bianco, et al. In February 2018, IsZo Capital L.P. commenced an action, IsZo Capital L.P. derivatively and on behalf of AmBase Corporation v. Richard A. Bianco, et al., Index No. 650812/2018 in the New York State Supreme Court for New York County (the "IsZo Capital L.P. action"). The defendants in the action include all officers and directors of AmBase Corporation and AmBase Corporation as a nominal defendant. The plaintiff alleges various breaches of fiduciary duty against all of the directors and officers concerning the decisions made in the 111 West 57th Street Property investment and a certain litigation funding agreement. IsZo Capital L.P. also seeks declaratory judgment relief concerning a litigation funding agreement and the 111 West 57th Street Property. AmBase and the officers and directors intend to vigorously defend themselves and will move to dismiss the Complaint when all of the officers and directors have been served with the Summons and Complaint. The Company can give no assurances regarding the outcome of the matters described herein. |
Litigation Funding Agreement |
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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 57th Street Property project, and to seek to recover value for the Company with respect to its equity investment in 111 West 57th Street Property, whether by direct recovery or from asserting claims against the Sponsors, their principals and/or certain of the lenders (collectively, "Future Recovery Litigation"). As a result of developments in the legal proceedings concerning the Company's equity investment in the 111 West 57th Property, the Company's interest in obtaining a litigation funding commitment to finance litigation with respect to the ongoing disputes with the Sponsors and the lenders in the 111 West 57th Street Property project, and the Company's efforts to seek to recover value for the Company with respect to its equity investment in the 111 West 57th Property, the Company's Board of Directors negotiated and accepted an offer from Mr. Richard Bianco, its long-time chief executive officer, to provide a litigation fund of seven million dollars ($7,000,000) (along with additional amounts as may be necessary from time to time as agreed to by the Company and Mr. Bianco), to fund the Company's litigation expenses in connection with Future Recovery Litigation, (the "Litigation Funding Agreement"). 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:
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 57th Property. The recovery, by the Company, of any amounts are not within the control of the Company and cannot be predicted at this time, and therefore, the aggregate amounts funded pursuant to the Litigation Funding Agreement are presented in a temporary equity classification below total liabilities in the Company's consolidated balance sheets for the periods presented, until such time that the legal proceedings or the Litigation Funding Agreement are concluded. The Company shall not be obligated to repay such funded amounts except as described herein. Legal expenses incurred attributable to the Litigation Funding Agreement are included in the Company's consolidated statements of operations as part of professional and outside services, as follows:
In March 2018, Mr. R. A. Bianco funded an additional $588,000 of legal expenses pursuant to the Litigation Funding Agreement, for litigation services rendered in 2017 and 2018. |
Commitments and Contingencies |
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Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Note 11 – Commitments and Contingencies Future minimum rental payments for office space under non-cancellable operating leases for the Company's executive office in Boca Raton, Florida as of December 31, 2017, were as follows (in thousands):
Rent expense for the period was as follows:
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Loans Payable |
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Loans Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans Payable | Note 12 – 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 are 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 $250,000 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:
Information regarding accrued interest expense on the loans payable is as follows:
The amounts noted above pursuant to the WC Agreement are distinct from the line of credit agreement for the 111 West 57th Property as discussed in Note 4 herein and distinct from the Litigation Funding Agreement amounts as discussed in Note 10 herein. 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 herein for additional information. |
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION |
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SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION | AMBASE CORPORATION AND SUBSIDIARIES SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2017 (dollars in thousands)
[Additional columns below] [Continued from above table, first column(s) repeated]
[a] Reconciliation of total real estate carrying value is as follows:
[b] Reconciliation of accumulated depreciation as follows:
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Summary of Significant Accounting Policies (Policies) |
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Dec. 31, 2017 | |
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 9. The 2017 Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted in December 2017 and includes a broad range of tax reforms, certain of which were required by GAAP to be recognized upon enactment. The U.S. Securities and Exchange Commission has issued Staff Accounting Bulletin 118 (SAB 118), which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the 2017 Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act. |
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 which could be potentially dilutive outstanding. |
Stock-based compensation | Stock-based compensation Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares"), through May 28, 2018. At the current time, the Company has decided not to extend the expiration date of the 1993 Plan. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, upon awards of Restricted Stock and Performance Shares); however, only a portion of such shares shall be available for issuance for Restricted Stock Awards and Merit Awards. Shares issued pursuant to the 1993 Plan shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. Stock-based compensation expense for all stock-based compensation awards for which vesting is based solely on employment service, are based on the grant date fair value estimated in accordance with accounting principles generally accepted in the United States of America. The Company recognizes these compensation costs for only those shares expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Compensation expense relating to stock options is recorded in the Consolidated Statement of Operations, with a corresponding increase in additional paid-in capital in the Consolidated Statement of Changes in Stockholders' Equity. See Note 8 herein for a further discussion of stock-based compensation. |
Depreciation | Depreciation Depreciation expense for the Company's owned building is recorded on a straight-line basis over the useful lives of the assets. Tenant improvements if any, would be depreciated over the lesser of the remaining life of the tenants' lease or the estimated useful lives of the improvements. For additional information see Note 3. |
New Accounting Pronouncements | New Accounting Pronouncements There are no new accounting pronouncements that could materially affect the Company's consolidated financial statements. |
Real Estate Owned (Tables) |
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Real Estate Owned [Abstract] | |||||||||||||||||||||||||||||||
Real Estate Owned | Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows:
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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:
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Investment in 111 West 57th Partners LLC (Tables) |
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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 57th Property is as follows:
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Information Relating to Financing for 111 West 57th Partners | Information relating to the June 30, 2015 financing for 111 West 57th Partners is as follows:
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Equity Method Investments | As a result of the matters described herein, the following tables present summarized financial information for 111 West 57th Partners solely for the periods indicated. The amounts shown represent 100% of the financial position and results of operations of 111 West 57th Partners for the dates indicated below. (in thousands)
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Savings Plans (Tables) |
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Savings Plans [Abstract] | ||||||||||||||||||||||||||||
Matching Contributions to Savings Plan | The Company's matching contributions to the Savings Plan, charged to expense, were as follows:
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Stockholders' Equity (Tables) |
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Stockholders' Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Authorized Common Stock and Cumulative Preferred Stock | Authorized common stock consists of the following:
Authorized cumulative preferred stock consists of the following:
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Changes in the Outstanding Shares of Common Stock | Changes in the outstanding shares of Common Stock of the Company are as follows:
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Changes in Treasury Shares of Common Stock | Changes in the treasury shares of Common Stock of the Company are as follows:
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Information Related to Common Stock Repurchase Plan | Information relating to the Repurchase Plan is as follows:
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Common Stock Reserved for Issuance under the Company's Stock Option and Other Employee Benefit Plans | Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan as further described in Note 8 herein is as follows:
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Incentive Plans (Tables) |
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Incentive Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Information Relating to Stock Options Outstanding | Information relating to the Company's 1993 Plan is as follows:
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Income Taxes (Tables) |
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Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows:
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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:
A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows:
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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:
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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 as follows:
(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. |
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Calculation of Net Deferred Tax Assets from NOL Carryforwards | The Company has a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows:
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Federal [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Operating Loss Carryforwards | The federal NOL carryforwards as of December 31, 2017 are as follows:
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Net Operating Loss Carryforwards | The state NOL carryforwards as of December 31, 2017 are as follows:
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Litigation Funding Agreement (Tables) |
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Litigation Funding Agreement [Abstract] | ||||||||||||||||||||||||||||
Schedule of Litigation Funding Agreement | Legal expenses incurred attributable to the Litigation Funding Agreement are included in the Company's consolidated statements of operations as part of professional and outside services, as follows:
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Commitments and Contingencies (Tables) |
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Future Minimum Rental Payments for Office Space under Non-cancellable Operating Leases | Future minimum rental payments for office space under non-cancellable operating leases for the Company's executive office in Boca Raton, Florida as of December 31, 2017, were as follows (in thousands):
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Schedule of Rent Expense | Rent expense for the period was as follows:
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Loans Payable (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Information Regarding Loans Payable | Information regarding the loans payable is as follows:
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Information Regarding Accrued Interest Expense on Loans Payable | Information regarding accrued interest expense on the loans payable is as follows:
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Real Estate Owned (Details) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jan. 26, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
ft²
|
Dec. 31, 2016
USD ($)
|
|
Property, Plant And Equipment [Line Items] | |||
Less: Real estate carrying value, (net of accumulated depreciation) | $ (1,632) | $ (1,680) | |
Commercial Office Building [Member] | |||
Property, Plant And Equipment [Line Items] | |||
Area of building in square feet | ft² | 14,500 | ||
Square feet utilized by Company | ft² | 3,500 | ||
Number of years depreciation is based upon | 39 years | ||
Commercial Office Building [Member] | Subsequent Event [Member] | |||
Property, Plant And Equipment [Line Items] | |||
Gross sales price | $ 5,200 | ||
Less: Transactions costs | (290) | ||
Net cash proceeds | 4,910 | ||
Less: Real estate carrying value, (net of accumulated depreciation) | (1,632) | ||
Net gain on sale of real estate | $ 3,278 |
Savings Plans (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
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Savings Plans [Abstract] | ||
Company matching contributions | $ 25 | $ 25 |
Employer match % | 33.00% | 33.00% |
Incentive Plans (Details) - shares |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Stock option [Abstract] | ||||
Exercised (in shares) | 0 | 0 | ||
Information relating to 1993 Plan [Abstract] | ||||
Common shares reserved for issuance (in shares) | 4,320,000 | |||
1993 Stock Incentive Plan [Member] | Stock Option [Member] | ||||
Stock option [Abstract] | ||||
Exercised (in shares) | 0 | |||
Stock option grants (in shares) | 0 | 0 | ||
Stock options exercisable (in shares) | 0 | 0 | ||
Stock options outstanding (in shares) | 0 | 0 | 0 | 0 |
Outstanding at end of period (in shares) | 0 | 0 |
Litigation Funding Agreement (Details) - USD ($) $ in Thousands |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Litigation Funding Agreement [Abstract] | |||
Legal expenses attributable to the Litigation Funding Agreement | $ 1,511 | $ 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 | $ 588 |
Commitments and Contingencies (Details) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2017
USD ($)
ft²
|
Dec. 31, 2016
USD ($)
ft²
|
|
Future minimum rental payments for office space under non-cancellable operating leases [Abstract] | ||
2018 | $ 14 | |
2019 | 3 | |
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
Thereafter | 0 | |
Total | 17 | |
Rent expense [Abstract] | ||
Rent expense | $ 13 | $ 12 |
Approximate square feet of leased office space | ft² | 1,085 | 1,085 |
Loans Payable (Details) - USD ($) |
1 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Jan. 26, 2018 |
Jan. 31, 2018 |
Dec. 31, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
May 31, 2016 |
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Information regarding the loan payable [Abstract] | ||||||
Loan payable | $ 2,296,000 | $ 0 | ||||
Information regarding accrued interest expense on the loan payable [Abstract] | ||||||
Accrued interest expense | $ 67,000 | 0 | ||||
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 | $ 500,000 | 0 | ||||
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 | $ 500,000 | 0 | ||||
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 | $ 500,000 | 0 | ||||
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 | $ 150,000 | 0 | ||||
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 | $ 446,000 | 0 | ||||
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 | $ 200,000 | $ 0 | ||||
R. A. Bianco [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 10,000,000 | $ 1,000,000 | ||||
R. A. Bianco [Member] | Line of Credit [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Additional loan made pursuant to WC Agreement | $ 250,000 | |||||
Information regarding accrued interest expense on the loan payable [Abstract] | ||||||
Repayment of working capital loan plus accrued interest | $ 2,623,000 |
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial Cost to Company, Land | 554 | |||
Initial Cost to Company, Building & Improvements | 1,880 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 20 | |||
Gross Amount at which Carried at the Close of the Period, Land | 554 | |||
Gross Amount at which Carried at the Close of the Period, Building & Improvements | 1,900 | |||
Gross Amount at which Carried at the Close of the Period, Total | $ 2,454 | $ 2,454 | 2,454 | $ 2,454 |
Accumulated Depreciation | 822 | 774 | 822 | 774 |
Reconciliation of total real estate carrying value [Roll Forward] | ||||
Balance at beginning of year | 2,454 | 2,454 | ||
Improvements | 0 | 0 | ||
Acquisitions | 0 | 0 | ||
Disposition | 0 | 0 | ||
Balance at end of year | 2,454 | 2,454 | ||
Total cost for federal tax purposes at end of each year | 2,454 | $ 2,454 | ||
Reconciliation of accumulated depreciation [Roll Forward] | ||||
Balance at beginning of year | 774 | 726 | ||
Depreciation expense | 48 | 48 | ||
Dispositions | 0 | 0 | ||
Balance at end of year | 822 | $ 774 | ||
Commercial Office Building, Greenwich, CT [Member] | ||||
Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 0 | |||
Initial Cost to Company, Land | 554 | |||
Initial Cost to Company, Building & Improvements | 1,880 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 20 | |||
Gross Amount at which Carried at the Close of the Period, Land | 554 | |||
Gross Amount at which Carried at the Close of the Period, Building & Improvements | 1,900 | |||
Gross Amount at which Carried at the Close of the Period, Total | 2,454 | 2,454 | ||
Accumulated Depreciation | $ 822 | $ 822 | ||
Date Constructed | 1970 | |||
Date Acquired | 2001-04 | |||
Life on Which Depreciated Latest Income Statement | 39 years | |||
Reconciliation of total real estate carrying value [Roll Forward] | ||||
Balance at end of year | $ 2,454 | |||
Reconciliation of accumulated depreciation [Roll Forward] | ||||
Balance at end of year | $ 822 |
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