Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | AMBASE CORP |
Entity Central Index Key | 20,639 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 40,737,751 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q2 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses: | ||||
Compensation and benefits | $ 278 | $ 356 | $ 602 | $ 830 |
Professional and outside services | 624 | 193 | 1,528 | 302 |
Property operating and maintenance | 38 | 29 | 71 | 62 |
Depreciation | 12 | 12 | 24 | 24 |
Insurance | 49 | 45 | 85 | 81 |
Other operating | 48 | 41 | 83 | 94 |
Total operating expenses | 1,049 | 676 | 2,393 | 1,393 |
Operating income (loss) | (1,049) | (676) | (2,393) | (1,393) |
Interest income | 0 | 0 | 0 | 0 |
Interest expense | (13) | 0 | (18) | 0 |
Equity income (loss) - 111 West 57th Partners LLC | (7) | (108) | (25) | (500) |
Income (loss) before income taxes | (1,069) | (784) | (2,436) | (1,893) |
Income tax expense (benefit) | 3 | 35 | 6 | 70 |
Net income (loss) | $ (1,072) | $ (819) | $ (2,442) | $ (1,963) |
Net income (loss) per common share - basic (in dollars per share) | $ (0.03) | $ (0.02) | $ (0.06) | $ (0.05) |
Net income (loss) per common share - assuming dilution (in dollars per share) | $ (0.03) | $ (0.02) | $ (0.06) | $ (0.05) |
Weighted average common shares outstanding - basic (in shares) | 40,738 | 40,738 | 40,738 | 40,738 |
Weighted average common shares outstanding - assuming dilution (in shares) | 40,738 | 40,738 | 40,738 | 40,738 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and cash equivalents | $ 358 | $ 586 |
Real estate owned: | ||
Land | 554 | 554 |
Buildings | 1,900 | 1,900 |
Real estate owned, gross | 2,454 | 2,454 |
Less: accumulated depreciation | 798 | 774 |
Real estate owned, net | 1,656 | 1,680 |
Investment in 111 West 57th Partners LLC | 63,745 | 63,770 |
Other assets | 98 | 166 |
Total assets | 65,857 | 66,202 |
Liabilities: | ||
Accounts payable and accrued liabilities | 940 | 343 |
Loan payable | 1,500 | 0 |
Other liabilities | 0 | 0 |
Total liabilities | 2,440 | 343 |
Commitments and contingencies (Note 9) | ||
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 | (480,183) | (477,741) |
Treasury stock, at cost - 2017 - 5,672 shares and 2016 - 5,672 shares | (5,168) | (5,168) |
Total stockholders' equity | 63,417 | 65,859 |
Total liabilities and stockholders' equity | $ 65,857 | $ 66,202 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 85,000 | 85,000 |
Common stock, shares issued (in shares) | 46,410 | 46,410 |
Common stock, shares outstanding (in shares) | 40,738 | 40,738 |
Treasury stock, at cost (in shares) | 5,672 | 5,672 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,442) | $ (1,963) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | ||
Depreciation | 24 | 24 |
Other income | 0 | 0 |
Equity (income) loss - 111 West 57th Partners LLC | 25 | 500 |
Changes in operating assets and liabilities: | ||
Other assets | 68 | (77) |
Accounts payable and accrued liabilities | 597 | (114) |
Other liabilities | 0 | 0 |
Net cash provided (used) by operating activities | (1,728) | (1,630) |
Cash flows from financing activities: | ||
Proceeds from loan payable | 1,500 | 0 |
Net cash provided (used) by financing activities | 1,500 | 0 |
Net change in cash and cash equivalents | (228) | (1,630) |
Cash and cash equivalents at beginning of period | 586 | 3,303 |
Cash and cash equivalents at end of period | 358 | 1,673 |
Supplemental cash flow disclosure: | ||
Income taxes paid | $ 5 | $ 47 |
The Company and Basis of Presen
The Company and Basis of Presentation and Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
The Company and Basis of Presentation and Going Concern [Abstract] | |
The Company and Basis of Presentation and Going Concern | Note 1 – The Company and Basis of Presentation and Going Concern The accompanying condensed consolidated financial statements of AmBase Corporation and subsidiaries ("AmBase" or the "Company") are unaudited and subject to year-end adjustments. All material intercompany transactions and balances have been eliminated. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments unless otherwise disclosed, necessary for a fair presentation of the Company's consolidated financial position, results of operations and cash flows. Results for interim periods are not necessarily indicative of results for the full year. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that it deems reasonable, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates and assumptions. The unaudited interim condensed consolidated financial statements presented herein are condensed and should be read in conjunction with the Company's consolidated financial statements filed in its Annual Report on Form 10-K for the year ended December 31, 2016. The Company's assets currently consist primarily of cash and cash equivalents, an equity investment in a real estate development property and real estate owned. The Company owns an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th th Note 4, Note 9 and Note 11 In April 2016, AmBase initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No . 652301/2016, (" AmBase v. 111 West 57 th Sponsor LLC, et al.") (the "111 West 57 th Action"). The defendants in that litigation are 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, 111 West 57 th KM Equity LLC, 111 West 57 th KM Group LLC, Kevin Maloney, Matthew Phillips, Michael Stern, Ned White and Franklin R. Kaiman (collectively, "Defendants") and nominal defendant 111 West 57th Partners LLC . AmBase alleges in that action, among other claims, that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57 th Partners, to develop the 111 West 57 th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. The complaint also alleges that defendants have failed to honor the exercise of AmBase's 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, an accounting and a constructive trust over distributions received by the Defendants. The complaint in this action has been filed, a motion to dismiss is pending and discovery is ongoing. The Company has also demanded from the Sponsors access to the books and records for the 111 West 57 th Property which the Sponsors have refused, claiming they have provided all books and records as required. For additional information, see Note 4, Note 9 and Note 11. For additional information with regard to, among other items, recent developments concerning the Company's investment in the 111 West 57 th Note 4, Note 9, and Note 11 A fundamental principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying condensed consolidated financial statements assuming the Company will continue as a going concern. The Company has incurred operating losses and used cash for operating activities for the past several years. The Company has also made significant investments in the 111 West 57th Street Property since 2013. The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its currently available cash and financial resources together with the borrowings and line of credit from Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") as further discussed in Note 10 Over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured. In order to continue on a long-term basis, the Company must raise additional capital through the sale of assets or long term borrowings. There can be no assurance that the Company will be able to attain such financing at terms acceptable to the Company, if at all. With respect to its current disputes and litigation relating to its interest in the 111 West 57th Property, the Company will continue to pursue all available legal courses of action as well as considering other possible economic strategies, including the possible sale of the Company's investment interest in the 111 West 57th Property. The Company is negotiating with all potential parties to protect the Company's interests. Additionally, the Company is pursuing alternative financial resources to help finance current and future litigation in the courts to protect the Company's investment value, including negotiating possible contingency arrangements with legal counsel and/or raising capital for the Company to pursue its legal rights. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | New accounting pronouncements There are no new accounting pronouncements that would likely materially affect the Company's condensed consolidated financial statements. Note 2 – Summary of Significant Accounting Policies |
Real Estate Owned
Real Estate Owned | 6 Months Ended |
Jun. 30, 2017 | |
Real Estate Owned [Abstract] | |
Real Estate Owned | Note 3 – Real Estate Owned Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company. A portion of the building is utilized by the Company for office space; the remaining space is currently unoccupied and available for lease. Depreciation expense for the building is calculated on a straight-line basis. Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows: June 30, 2017 Area of building in square feet 14,500 Square feet utilized by Company 3,500 Number of years depreciation is based upon 39 Although the portion of the building not being utilized by the Company is currently unoccupied and available for lease, based on the Company's analysis, the Company believes the property's fair value exceeds the property's current carrying value. The Company's impairment analysis includes a comprehensive range of factors including but not limited to: the location of the property; property condition; current market conditions; comparable sales; current market rents in the area; new building zoning restrictions; raw land values; new building construction costs; building operating costs; leasing values; and cap rates for comparable buildings in the area. Varying degrees of weight are given to each factor. Based on the Company's analysis these factors, taken together and/or considered individually, form the basis for the Company's analysis that no impairment condition exists. The Company performs impairment tests on a regular basis and if events or circumstances indicate that the property's carrying value may not be recoverable. Based on the Company's analysis, the Company believes the carrying value of the real estate owned as of June 30, 2017, has not been impaired; and therefore, the carrying value of the asset is fully recoverable by the Company. The building is carried at cost, net of accumulated depreciation. |
Investment in 111 West 57th Par
Investment in 111 West 57th Partners LLC | 6 Months Ended |
Jun. 30, 2017 | |
Investment in 111 West 57th Partners LLC [Abstract] | |
Investment in 111 West 57th Partners LLC | Note 4 – Investment in 111 West 57 th On June 28, 2013, 111 West 57 th th th th th th th th Amounts relating to the Company's initial investment and other information relating to the 111 West 57 th ($ in thousands) Company's aggregate initial investment $ 57,250 Company's aggregate initial membership interest % 60.3 % Other members and Sponsor initial investment $ 37,750 Approximate gross square feet of project 346,000 On June 30, 2015, 111 West 57 th th th th th Information relating to the June 30, 2015 financing for 111 West 57 th (in thousands) Financing obtained by 111 West 57 th $ 400,000 Financing obtained by 111 West 57 th 325,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000 In July 2015, based on available net proceeds received from the financing and equity previously invested in the project, funds were distributed to the members of 111 West 57 th th th Information relating to the July 2015 Distribution is as follows: (in thousands) Distribution attributable to Company's investment $ 11,699 Distribution retained by the Company, net of amounts repaid to Capital LLC $ 1,831 The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor. Additionally, the JV Agreement provides that (i) Mr. Richard A. Bianco (the Company's current Chairman, President and Chief Executive Officer) ("Mr. R. A. Bianco"), his immediate family, and/or any limited liability company wholly-owned thereby, and/or a trust in which Mr. R. A. Bianco and/or his immediate family is the beneficiary, shall at all times own, in the aggregate, not less than 20% of the outstanding shares of AmBase; and (ii) Mr. R. A. Bianco shall remain the Chairman of the Board of Directors of AmBase for the duration of the JV Agreement. In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10% subordinated participation interest in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57 th , During 2014, in connection with the funding of additional capital calls under the JV Agreement for required borrowing and development costs for the 111 West 57 th th th In March 2017, the Company and Mr. R. A. Bianco entered into an agreement for Mr. R. A. Bianco to provide to the Company a financial commitment in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to Investment LLC and/or other affiliated subsidiaries of the Company to meet capital calls for the of 111 West 57 th Capital contributed by Capital LLC in December 2014 and April 2015, which was fully repaid as part of the July 2015 Distribution, was as follows: (in thousands) Capital contributed by Capital LLC $ 9,868 As part of the July 2015 Distribution, Capital LLC was repaid the full amount of its capital investment. Additional amounts may still be payable to Capital LLC based on investment returns received on the 111 West 57 th Pursuant to various capital contribution requests in December 2014, February 2015 and April 2015, the Company was requested to contribute funds to the Joint Venture (the "Capital Contribution Requests"). The Company chose to contribute only a portion of the amounts requested pursuant to the Capital Contribution Requests. The remaining amounts requested pursuant to the Capital Contribution Requests (not funded by the Company) were contributed by either the Sponsor, which deemed its capital contributions on behalf of the Company to be Shortfall Capital Contributions ("Shortfall Capital Contributions") or by the Company from Capital LLC, pursuant to the terms of the Second Amended and Restated Investment Operating Agreement as noted herein. The Company made additional capital contributions to the Joint Venture as indicated below: (in thousands) Six Months Ended June 30, 2017 Capital contributions $ - In accordance with the JV Agreement, Shortfall Capital Contributions may be treated either as a member loan or as a dilutive capital contribution by the funding party valued at one and one-half times the amount actually contributed. The 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 cause 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. In April 2016, AmBase initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No . 652301/2016, (" AmBase v. 111 West 57 th Sponsor LLC, et al.") (the "111 West 57 th Action"). The defendants in that litigation are 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, 111 West 57 th KM Equity LLC, 111 West 57 th KM Group LLC, Kevin Maloney, Matthew Phillips, Michael Stern, Ned White and Franklin R. Kaiman (collectively, "Defendants") and nominal defendant 111 West 57th Partners LLC . AmBase alleges in that action, among other claims, that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57 th Partners, to develop the 111 West 57 th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. The complaint also alleges that defendants have failed to honor the exercise of AmBase's 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, an accounting and a constructive trust over distributions received by the Defendants. The complaint in this action has been filed, a motion to dismiss is pending and discovery is ongoing. The Company has also demanded from the Sponsors access to the books and records for the 111 West 57 th Property which the Sponsors have refused, claiming they have provided all books and records as required. For additional information, see Note 9 – Legal Proceedings. The Sponsors have proposed for approval a "proposed budget" (the "Proposed Budget"), which the Sponsors claim represents 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 Sponsors that it was exercising its Equity Put Right pursuant to the JV Agreement. As previously disclosed, the Sponsors have refused to honor the exercise of Investment LLC's Equity Put Right. The Sponsors claim, among other things, that the conditions precedent have not been 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 represent manager overruns (as defined in the JV Agreement) and thus should be paid for by the Sponsors. The Sponsors deny that the Proposed Budget increases are 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. As a result of the projected Proposed Budget increase, the Sponsors have claimed that additional borrowings of $60 million to $100 million may be 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 believes the current loan has 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 has considered approving the additional financing, but has informed the Sponsors that it has concerns about the Proposed Budget and the implications of the Proposed Budget, as well as other questions that must be addressed first. Apollo had previously provided loan forbearances to the borrowers and guarantors in order to allow the Sponsors time (while the building continues to be built) to raise the additional financing which 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 had 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 now held by it and demanded immediate payment of the full outstanding balance of the Junior Mezzanine Loan. By letter dated July 7, 2017, 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"). The Company informed the Sponsors that they objected to Spruce's proposal and demanded that the Sponsors inform the Company as to how they intended to respond on behalf of the junior mezzanine borrower. The Sponsors refused to commit to filing an objection on behalf of the junior mezzanine borrower. Thus, on July 23, 2017, the Company sent Spruce a letter objecting to the Strict Foreclosure on behalf of Investment LLC. Spruce likewise gave no indication that it would honor the Company's objection. By accepting the pledged collateral, Spruce would have taken control of the collateral pledged by the junior mezzanine borrower, and therefore, the Company's entire interest in the 111 West 57th Street Property, representing practically all of the Company's equity investment in the 111 West 57th Street project. On July 25, 2017, the Company filed a complaint against Spruce and the Sponsors and requested injunctive relief halting the Strict Foreclosure from the New York State Supreme Court for New York County, (the "NY Court") Index No . 655031/2017 (the "111 West 57 th Spruce Action") The defendants in the 111 West 57 th TRO 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 th On July 26, 2017, the Court issued a temporary restraining order barring Spruce from accepting the collateral pending a preliminary injunction hearing scheduled for August 14, 2017. 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 57 th th th For additional information with regard to, among other items, recent developments concerning the Company's investment in the 111 West 57 th Note 9 and Note 11 With respect to its current disputes and litigation relating to its interest in the 111 West 57th Property, the Company will continue to pursue all available legal courses of action as well as considering other possible economic strategies, including the possible sale of the Company's investment interest in the 111 West 57th Property. The Company is negotiating with all potential parties to protect the Company's interests. Additionally, the Company is pursuing alternative financial resources to help finance current and future litigation in the courts to protect the Company's investment value, including negotiating possible contingency arrangements with legal counsel and/or raising capital for the Company to pursue its legal rights. The Company can give no assurances regarding the outcome of the matters described above, including as to 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, or as to the ultimate effect of the Sponsors', the Company's or the lenders' actions on the project, or as to the completion or ultimate success of the project, or the value or ultimate realization of any portion of the Company's equity interest in the 111 West 57 th The Company has recorded the investment in 111 West 57 th th th th th The following tables present summarized financial information for the Company's equity method investment in 111 West 57 th th (in thousands) Assets: June 30, 2017 December 31, 2016 Real estate held for development, net $ 635,676 $ 563,133 Escrow deposits 9,250 9,000 Other assets 14,374 6,908 Total assets $ 659,300 $ 579,041 Liabilities: Loans payable $ 518,961 $ 441,749 Other liabilities 19,876 16,788 Total liabilities 538,837 458,537 Equity: Total members' equity 120,463 120,504 Total liabilities and members' equity $ 659,300 $ 579,041 Three Months Ended Six Months Ended (in thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Rental income $ - $ - $ - $ - Expenses 10 179 41 829 Net income (loss) $ (10 ) $ (179 ) $ (41 ) $ (829 ) |
Savings Plan
Savings Plan | 6 Months Ended |
Jun. 30, 2017 | |
Savings Plan [Abstract] | |
Savings Plan | Note 5 – Savings Plan The Company sponsors the AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k) Plan" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). The Savings Plan permits eligible employees to make contributions of up to a percentage of their compensation, which are matched by the Company at a percentage of the employees' elected deferral. Employee contributions to the Savings Plan are invested at the employee's discretion, in various investment funds. The Company's matching contributions are invested in the same manner as the compensation reduction contributions. All contributions are subject to maximum limitations contained in the Code. The Company's matching contributions to the Savings Plan, charged to expense, were as follows: ($ in thousands Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Company matching contributions $ 3 $ 2 $ 15 $ 25 Employer match % 33 % 33 % 33 % 33 % |
Common Stock Repurchase Plan
Common Stock Repurchase Plan | 6 Months Ended |
Jun. 30, 2017 | |
Common Stock Repurchase Plan [Abstract] | |
Common Stock Repurchase Plan | Note 6 – Common Stock Repurchase Plan The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of its common stock in the open market. The Repurchase Plan is conditioned upon favorable business conditions and acceptable prices for the common stock. Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise. Depending on market conditions and other factors, purchases may be commenced or suspended any time or from time to time without prior notice. Pursuant to the Repurchase Plan the Company repurchased shares of common stock from unaffiliated parties at various dates at market prices at their time of purchase, including broker commissions. Information relating to the Repurchase Plan is as follows: (in thousands Six Months Ended June 30, 2017 Common shares repurchased to treasury during period - Aggregate cost of shares repurchased during period $ - (in thousands) June 30, 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 |
Incentive Plans
Incentive Plans | 6 Months Ended |
Jun. 30, 2017 | |
Incentive Plans [Abstract] | |
Incentive Plans | Note 7 – Incentive Plans Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares") through May 28, 2018. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, and awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for the issuance of Restricted Stock Awards and Merit Awards. Such shares shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), Options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. The fair values of option awards are estimated on the date of grant using the Black-Scholes-Merton option valuation model ("Black-Scholes") that uses 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 our 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. Information relating to the Company's 1993 Plan is as follows: Period Ending (in thousands June 30, 2017 December 31, 2016 Stock option grants - - Stock options exercisable - - Stock options outstanding - - Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan and other non-related employee benefit plans is as follows: (in thousands) June 30, 2017 1993 Stock Incentive Plan 4,320 Other employee benefit plan 110 Total common shares reserved for issuance 4,430 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 8 – Income Taxes The Company and its domestic subsidiaries file a consolidated federal income tax return. The Company recognizes both the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements, calculated based on the provisions of enacted tax laws, including the tax rates in effect for current and future years. Net deferred tax assets are recognized immediately when a more likely than not criterion is met; that is, a greater than 50% probability exists that the tax benefits will actually be realized sometime in the future. The components of income tax expense (benefit) are as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Federal – current $ - $ - $ - $ - State – current 3 35 6 70 Total current 3 35 6 70 Federal – deferred - - - - State - deferred - - - - Total deferred - - - - Income tax expense (benefit) $ 3 $ 35 $ 6 $ 70 A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Tax at statutory federal rate 35.0% 35.0% 35.0% 35.0% State income taxes 0.3 4.5 0.3% 3.7% Permanent differences - - - - Other - - - - Change in valuation allowance (35.0) (35.0) (35.0)% (35.0)% Effective income tax rate 0.3% 4.5% 0.3% 3.7% The Company has not been notified of any potential tax audits by any federal, state or local tax authorities. As such, the Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2013. Interest and/or penalties related to underpayments of income taxes, or on uncertain tax positions, if applicable, would be included as a component of income tax expense (benefit). The accompanying financial statements do not include any amounts for penalties. State income tax amounts for the three and six months ended June 30, 2017, and the three and six months ended June 30, 2016, reflect a provision for a tax on capital imposed by the state jurisdictions. The utilization of certain carryforwards and carrybacks is subject to limitations under U.S. federal income tax laws. Based on the Company's federal tax returns as filed and to be filed, the Company estimates it has federal NOL carryforwards and federal alternative minimum tax credit carryforwards ("AMT Credits"), available to reduce future federal taxable income which would expire if unused, as indicated below. The federal NOL carryforwards as of December 31, 2016 are as follows: Tax Year Originating Tax Year Expiring Amount 2006 2026 $ 500,000 2007 2027 12,700,000 2008 2028 4,600,000 2009 2029 2,400,000 2010 2030 1,900,000 2011 2031 1,900,000 2013 2033 3,700,000 2014 2034 4,900,000 2015 2035 4,200,000 2016 2036 2,600,000 $ 39,400,000 AMT Credits available which are not subject to expiration are as follows: Amount AMT Credits $ 21,000,000 Based on the Company's state tax returns as filed, and to be filed the Company estimates that it has state NOL carryforwards available to reduce future state taxable income, which would expire if unused, as indicated below. The state NOL carryforwards as of December 31, 2016,are as follows: Tax Year Originating Tax Year Expiring Amount 2011 2031 $ 1,800,000 2013 2033 2,700,000 2014 2034 4,200,000 2015 2035 4,100,000 2016 2036 2,800,000 $ 15,600,000 The Company has calculated a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows: June 30, 2017 December 31, 2016 Deferred tax asset $ 37,300,000 $ 36,400,000 Valuation allowance (37,300,000 ) (36,400,000 ) Net deferred tax asset recognized $ - $ - A valuation allowance has been established for the entire deferred tax asset, as management has no basis to conclude that realization is more likely than not. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 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 a lawsuit as follows: AmBase Corp., et al. v. 111 West 57 th Sponsor LLC, et al. In April 2016, AmBase initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No . 652301/2016, (" AmBase v. 111 West 57 th Sponsor LLC, et al.") (the "111 West 57 th Action"). The defendants in that litigation are 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, 111 West 57 th KM Equity LLC, 111 West 57 th KM Group LLC, Kevin Maloney, Matthew Phillips, Michael Stern, Ned White and Franklin R. Kaiman (collectively, "Defendants") and nominal defendant 111 West 57th Partners LLC . AmBase alleges in that action, among other claims, that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57 th Partners, to develop the 111 West 57 th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. The complaint also alleges that defendants have failed to honor the exercise of AmBase's 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, an accounting and a constructive trust over distributions received by the Defendants. The complaint in this action has been filed, a motion to dismiss is pending and discovery is ongoing The Company has also demanded from the Sponsors access to the books and records for the 111 West 57 th Property which the Sponsors have refused, claiming they have provided all books and records as required. AmBase Corp., et al. v. Spruce Capital Partners, et al. 655031/2017 (the "111 West 57 th Spruce Action") The defendants in the 111 West 57 th TRO 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 th Note 4 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 both under the JV Agreement and as part of the 111 West 57 th th With respect to its current disputes and litigation relating to its interest in the 111 West 57th Property, the Company will continue to pursue all available legal courses of action as well as considering other possible economic strategies, including the possible sale of the Company's investment interest in the 111 West 57th Property. The Company is negotiating with all potential parties to protect the Company's interests. Additionally, the Company is pursuing alternative financial resources to help finance current and future litigation in the courts to protect the Company's investment value, including negotiating possible contingency arrangements with legal counsel and/or raising capital for the Company to pursue its legal rights. For additional information with regard to, among other items, recent developments concerning the Company's investment in the 111 West 57 th Note 4 and Note 11 The Company can give no assurances regarding the outcome of the matters described above, including as to 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, or as to the ultimate effect of the Sponsors', the Company's or the lenders' actions on the project, or as to the completion or ultimate success of the project, or the value or ultimate realization of any portion of the Company's equity interest in the 111 West 57 th th Note 4 and Note 11. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2017 | |
Loans Payable [Abstract] | |
Loans Payable | Note 10 – 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 loans to the Company for use as working capital. The loans are due on the earlier of the date the Company receives 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 condensed consolidated balance sheet. Information regarding the loans payable is as follows: Date of Loan Rate Due Date June 30, 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 - $ 1,500,000 $ - Information regarding accrued interest expense on the loans payable is as follows: (in thousands) June 30, 2017 December 31, 2016 Accrued interest expense $ 18 $ - The amounts noted above pursuant to the WC Agreement are distinct from the line of credit agreement for the 111 West 57 th Note 4 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company has performed a review of events subsequent to the balance sheet dated June 30, 2017, through the report issuance date. For additional information with regard to, among other items, recent developments concerning the Company's investment in the 111 West 57 th Note 4 and Note 9. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
New Accounting Pronouncements | New accounting pronouncements There are no new accounting pronouncements that would likely materially affect the Company's condensed consolidated financial statements. |
Real Estate Owned (Tables)
Real Estate Owned (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Real Estate Owned [Abstract] | |
Real Estate Owned | Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows: June 30, 2017 Area of building in square feet 14,500 Square feet utilized by Company 3,500 Number of years depreciation is based upon 39 |
Investment in 111 West 57th P19
Investment in 111 West 57th Partners LLC (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investment in 111 West 57th Partners LLC [Abstract] | |
Initial Investment and Other Information Relating to the 111 West 57th Property | Amounts relating to the Company's initial investment and other information relating to the 111 West 57 th ($ in thousands) Company's aggregate initial investment $ 57,250 Company's aggregate initial membership interest % 60.3 % Other members and Sponsor initial investment $ 37,750 Approximate gross square feet of project 346,000 |
Information Relating to Financing for 111 West 57th Partners | Information relating to the June 30, 2015 financing for 111 West 57 th (in thousands) Financing obtained by 111 West 57 th $ 400,000 Financing obtained by 111 West 57 th 325,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000 |
Information Relating to the July 2015 Distribution | Information relating to the July 2015 Distribution is as follows: (in thousands) Distribution attributable to Company's investment $ 11,699 Distribution retained by the Company, net of amounts repaid to Capital LLC $ 1,831 |
Capital Contributed by Capital LLC and fully repaid | Capital contributed by Capital LLC in December 2014 and April 2015, which was fully repaid as part of the July 2015 Distribution, was as follows: (in thousands) Capital contributed by Capital LLC $ 9,868 |
Capital Contributions to the Joint Venture | The Company made additional capital contributions to the Joint Venture as indicated below: (in thousands) Six Months Ended June 30, 2017 Capital contributions $ - |
Equity Method Investments | The following tables present summarized financial information for the Company's equity method investment in 111 West 57 th th (in thousands) Assets: June 30, 2017 December 31, 2016 Real estate held for development, net $ 635,676 $ 563,133 Escrow deposits 9,250 9,000 Other assets 14,374 6,908 Total assets $ 659,300 $ 579,041 Liabilities: Loans payable $ 518,961 $ 441,749 Other liabilities 19,876 16,788 Total liabilities 538,837 458,537 Equity: Total members' equity 120,463 120,504 Total liabilities and members' equity $ 659,300 $ 579,041 Three Months Ended Six Months Ended (in thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Rental income $ - $ - $ - $ - Expenses 10 179 41 829 Net income (loss) $ (10 ) $ (179 ) $ (41 ) $ (829 ) |
Savings Plan (Tables)
Savings Plan (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Savings Plan [Abstract] | |
Matching Contributions to Savings Plan | The Company's matching contributions to the Savings Plan, charged to expense, were as follows: ($ in thousands Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Company matching contributions $ 3 $ 2 $ 15 $ 25 Employer match % 33 % 33 % 33 % 33 % |
Common Stock Repurchase Plan (T
Common Stock Repurchase Plan (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Common Stock Repurchase Plan [Abstract] | |
Information Relating to Repurchase Plan | Information relating to the Repurchase Plan is as follows: (in thousands Six Months Ended June 30, 2017 Common shares repurchased to treasury during period - Aggregate cost of shares repurchased during period $ - (in thousands) June 30, 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 |
Incentive Plans (Tables)
Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Incentive Plans [Abstract] | |
Information Relating to 1993 Plan | Information relating to the Company's 1993 Plan is as follows: Period Ending (in thousands June 30, 2017 December 31, 2016 Stock option grants - - Stock options exercisable - - Stock options outstanding - - |
Common Stock Reserved for Issuance Under Stock Option and Other Non-related Employee Benefit Plans | Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan and other non-related employee benefit plans is as follows: (in thousands) June 30, 2017 1993 Stock Incentive Plan 4,320 Other employee benefit plan 110 Total common shares reserved for issuance 4,430 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Federal – current $ - $ - $ - $ - State – current 3 35 6 70 Total current 3 35 6 70 Federal – deferred - - - - State - deferred - - - - Total deferred - - - - Income tax expense (benefit) $ 3 $ 35 $ 6 $ 70 |
Income Tax Reconciliation | A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Tax at statutory federal rate 35.0% 35.0% 35.0% 35.0% State income taxes 0.3 4.5 0.3% 3.7% Permanent differences - - - - Other - - - - Change in valuation allowance (35.0) (35.0) (35.0)% (35.0)% Effective income tax rate 0.3% 4.5% 0.3% 3.7% |
Alternate Minimum Tax Credit Carryforwards | AMT Credits available which are not subject to expiration are as follows: Amount AMT Credits $ 21,000,000 |
Calculation of Net Deferred Tax Assets from NOL Carryforwards | The Company has calculated a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows: June 30, 2017 December 31, 2016 Deferred tax asset $ 37,300,000 $ 36,400,000 Valuation allowance (37,300,000 ) (36,400,000 ) Net deferred tax asset recognized $ - $ - |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net Operating Loss Carryforwards | The federal NOL carryforwards as of December 31, 2016 are as follows: Tax Year Originating Tax Year Expiring Amount 2006 2026 $ 500,000 2007 2027 12,700,000 2008 2028 4,600,000 2009 2029 2,400,000 2010 2030 1,900,000 2011 2031 1,900,000 2013 2033 3,700,000 2014 2034 4,900,000 2015 2035 4,200,000 2016 2036 2,600,000 $ 39,400,000 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net Operating Loss Carryforwards | The state NOL carryforwards as of December 31, 2016,are as follows: Tax Year Originating Tax Year Expiring Amount 2011 2031 $ 1,800,000 2013 2033 2,700,000 2014 2034 4,200,000 2015 2035 4,100,000 2016 2036 2,800,000 $ 15,600,000 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Loans Payable [Abstract] | |
Information Regarding Loans Payable | Information regarding the loans payable is as follows: Date of Loan Rate Due Date June 30, 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 - $ 1,500,000 $ - |
Information Regarding Accrued Interest Expense on Loans Payable | Information regarding accrued interest expense on the loans payable is as follows: (in thousands) June 30, 2017 December 31, 2016 Accrued interest expense $ 18 $ - |
Real Estate Owned (Details)
Real Estate Owned (Details) - Commercial Office Building [Member] | 6 Months Ended |
Jun. 30, 2017ft² | |
Property, Plant And Equipment [Line Items] | |
Area of building in square feet | 14,500 |
Square feet utilized by Company | 3,500 |
Number of years depreciation is based upon | 39 years |
Investment in 111 West 57th P26
Investment in 111 West 57th Partners LLC (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jul. 31, 2015USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2014 | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 31, 2016USD ($) | Jun. 28, 2013USD ($)ft² | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Company's aggregate initial investment | $ 57,250,000 | ||||||||||
Company's aggregate initial membership interest percentage | 60.30% | ||||||||||
Other members and Sponsor initial investment | $ 37,750,000 | ||||||||||
Approximate gross square feet of project | ft² | 346,000 | ||||||||||
Term of loan | 4 years | ||||||||||
Extension option of loan | 1 year | ||||||||||
Annaly CRE LLC initial mortgage and acquisition loan repaid | $ 230,000,000 | ||||||||||
Distribution attributable to Company's investment | $ 11,699,000 | ||||||||||
Distribution retained by the Company, net of amounts repaid to Capital LLC | 1,831,000 | ||||||||||
Description of partnership agreement distribution | The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor. | ||||||||||
Subordinated participation interest to CEO | 10.00% | ||||||||||
Percentage of distribution on company's initial investment to be received prior to CEO receiving percentage distribution | 150.00% | ||||||||||
Capital contributed by Capital LLC | $ 9,868,000 | ||||||||||
Capital contributions | $ 0 | ||||||||||
Valuation of shortfall capital contribution as multiple of amount actually contributed | 1.5 | ||||||||||
Sponsor calculation of investment LLC aggregate investment percentage after dilution | 48.00% | ||||||||||
Difference between the Company's carrying amount and the underlying equity | $ 867,000 | $ 867,000 | |||||||||
Impairment on the Company's equity method investments | 0 | ||||||||||
Assets [Abstract] | |||||||||||
Real estate held for development, net | 635,676,000 | 635,676,000 | $ 563,133,000 | ||||||||
Escrow deposits | 9,250,000 | 9,250,000 | 9,000,000 | ||||||||
Other assets | 14,374,000 | 14,374,000 | 6,908,000 | ||||||||
Total assets | 659,300,000 | 659,300,000 | 579,041,000 | ||||||||
Liabilities [Abstract] | |||||||||||
Loans payable | 518,961,000 | 518,961,000 | 441,749,000 | ||||||||
Other liabilities | 19,876,000 | 19,876,000 | 16,788,000 | ||||||||
Total liabilities | 538,837,000 | 538,837,000 | 458,537,000 | ||||||||
Equity [Abstract] | |||||||||||
Total members' equity | 120,463,000 | 120,463,000 | 120,504,000 | ||||||||
Total liabilities and members' equity | 659,300,000 | 659,300,000 | $ 579,041,000 | ||||||||
Income (Loss) [Abstract] | |||||||||||
Rental income | 0 | $ 0 | 0 | $ 0 | |||||||
Expenses | 10,000 | 179,000 | 41,000 | 829,000 | |||||||
Net income (loss) | (10,000) | $ (179,000) | (41,000) | $ (829,000) | |||||||
Minimum [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Additional borrowing required to complete project | 60,000,000 | 60,000,000 | |||||||||
Maximum [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Additional borrowing required to complete project | $ 100,000,000 | $ 100,000,000 | |||||||||
Capital LLC [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Percentage of outstanding shares to be owned by CEO | 20.00% | ||||||||||
Investment LLC [Member] | Capital LLC [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Terms of distributions to Capital LLC | available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement as noted above), second to the Company until it has received 150% of its capital, and; thereafter, available cash is split 10/90 with 10% going to Mr. R.A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance. | ||||||||||
Line of Credit [Member] | R. A. Bianco [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum borrowing capacity | $ 10,000,000 | $ 1,000,000 | |||||||||
AIG [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Financing obtained by 111 W 57th Partners | 400,000,000 | ||||||||||
Apollo [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Financing obtained by 111 W 57th Partners | $ 325,000,000 | ||||||||||
Junior Mezzanine Loan [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Junior mezzanine loan sold by lender to an affiliate of Spruce Capital Partners LLC | $ 25,000,000 |
Savings Plan (Details)
Savings Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Matching contributions to savings plan charged to expense [Abstract] | ||||
Company matching contributions | $ 3 | $ 2 | $ 15 | $ 25 |
Employer match percentage | 33.00% | 33.00% | 33.00% | 33.00% |
Common Stock Repurchase Plan (D
Common Stock Repurchase Plan (Details) shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)shares | |
Common Stock Repurchase Plan [Abstract] | |
Common shares repurchased to treasury during the period (in shares) | 0 |
Aggregate cost of shares repurchased during period | $ | $ 0 |
Total number of common shares authorized for repurchase (in shares) | 10,000 |
Total number of common shares repurchased to date (in shares) | 6,226 |
Total number of shares that may yet be repurchased (in shares) | 3,774 |
Incentive Plans (Details)
Incentive Plans (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Stock option [Roll Forward] | ||
Total common shares reserved for issuance (in shares) | 4,430 | |
1993 Stock Incentive Plan [Member] | ||
Stock option [Roll Forward] | ||
Stock option grants (in shares) | 0 | 0 |
Stock options exercisable (in shares) | 0 | 0 |
Stock options outstanding (in shares) | 0 | 0 |
Total common shares reserved for issuance (in shares) | 4,320 | |
Other Employee Benefit Plan [Member] | ||
Stock option [Roll Forward] | ||
Total common shares reserved for issuance (in shares) | 110 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Components of income tax expense (benefit) [Abstract] | |||||
Federal - current | $ 0 | $ 0 | $ 0 | $ 0 | |
State - current | 3,000 | 35,000 | 6,000 | 70,000 | |
Total current | 3,000 | 35,000 | 6,000 | 70,000 | |
Federal - deferred | 0 | 0 | 0 | 0 | |
State - deferred | 0 | 0 | 0 | 0 | |
Total deferred | 0 | 0 | 0 | 0 | |
Income tax expense (benefit) | $ 3,000 | $ 35,000 | $ 6,000 | $ 70,000 | |
Reconciliation of federal statutory rate to effective income tax rate [Abstract] | |||||
Tax at statutory federal rate | 35.00% | 35.00% | 35.00% | 35.00% | |
State income taxes | 0.30% | 4.50% | 0.30% | 3.70% | |
Permanent differences | 0.00% | 0.00% | 0.00% | 0.00% | |
Other | 0.00% | 0.00% | 0.00% | 0.00% | |
Change in valuation allowance | (35.00%) | (35.00%) | (35.00%) | (35.00%) | |
Effective income tax rate | 0.30% | 4.50% | 0.30% | 3.70% | |
Operating Loss Carryforwards [Line Items] | |||||
AMT Credits | $ 21,000,000 | $ 21,000,000 | |||
Net deferred tax asset arising primarily from NOL carryforwards and AMT credits [Abstract] | |||||
Deferred tax asset | 37,300,000 | 37,300,000 | $ 36,400,000 | ||
Valuation allowance | (37,300,000) | (37,300,000) | (36,400,000) | ||
Net deferred tax asset recognized | 0 | 0 | $ 0 | ||
Federal [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, amount | 39,400,000 | 39,400,000 | |||
State [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, amount | 15,600,000 | $ 15,600,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2006 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,006 | ||||
Tax year expiring | 2,026 | ||||
Operating loss carryforwards, amount | 500,000 | $ 500,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2007 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,007 | ||||
Tax year expiring | 2,027 | ||||
Operating loss carryforwards, amount | 12,700,000 | $ 12,700,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2008 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,008 | ||||
Tax year expiring | 2,028 | ||||
Operating loss carryforwards, amount | 4,600,000 | $ 4,600,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2009 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,009 | ||||
Tax year expiring | 2,029 | ||||
Operating loss carryforwards, amount | 2,400,000 | $ 2,400,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2010 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,010 | ||||
Tax year expiring | 2,030 | ||||
Operating loss carryforwards, amount | 1,900,000 | $ 1,900,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2011 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,011 | ||||
Tax year expiring | 2,031 | ||||
Operating loss carryforwards, amount | 1,900,000 | $ 1,900,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2013 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,013 | ||||
Tax year expiring | 2,033 | ||||
Operating loss carryforwards, amount | 3,700,000 | $ 3,700,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2014 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,014 | ||||
Tax year expiring | 2,034 | ||||
Operating loss carryforwards, amount | 4,900,000 | $ 4,900,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2015 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,015 | ||||
Tax year expiring | 2,035 | ||||
Operating loss carryforwards, amount | 4,200,000 | $ 4,200,000 | |||
Originated Loss Carryforwards [Member] | Federal [Member] | Tax year 2016 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,016 | ||||
Tax year expiring | 2,036 | ||||
Operating loss carryforwards, amount | 2,600,000 | $ 2,600,000 | |||
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2011 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,011 | ||||
Tax year expiring | 2,031 | ||||
Operating loss carryforwards, amount | 1,800,000 | $ 1,800,000 | |||
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2013 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,013 | ||||
Tax year expiring | 2,033 | ||||
Operating loss carryforwards, amount | 2,700,000 | $ 2,700,000 | |||
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2014 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,014 | ||||
Tax year expiring | 2,034 | ||||
Operating loss carryforwards, amount | 4,200,000 | $ 4,200,000 | |||
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2015 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,015 | ||||
Tax year expiring | 2,035 | ||||
Operating loss carryforwards, amount | 4,100,000 | $ 4,100,000 | |||
Originated Loss Carryforwards [Member] | State [Member] | Tax year 2016 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year originating | 2,016 | ||||
Tax year expiring | 2,036 | ||||
Operating loss carryforwards, amount | $ 2,800,000 | $ 2,800,000 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | May 31, 2016 | |
Information regarding the loan payable [Abstract] | ||||
Loan payable | $ 1,500,000 | $ 0 | ||
Information regarding accrued interest expense on the loan payable [Abstract] | ||||
Accrued interest expense | $ 18,000 | $ 0 | ||
Date of Loan, January 31, 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 30, 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 30, 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 | ||
R. A. Bianco [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | $ 1,000,000 |