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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section
13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2005
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number 1-7265
AMBASE CORPORATION
Exact name of registrant as specified in its charter)
Delaware 95-2962743
(State of incorporation) (I.R.S. Employer Identification No.)
100 PUTNAM GREEN, 3RD FLOOR
GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) Zip Code)
(203) 532-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO ______
------- -------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES NO X
------- -------------
At March 31, 2005, there were 46,233,519 shares outstanding of the registrant's
common stock, $0.01 par value per share.
AmBase Corporation
Quarterly Report on Form 10-Q
March 31, 2005
TABLE OF CONTENTS Page
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.............................................1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............13
Item 3. Quantitative and Qualitative Disclosures About Market Risk......15
Item 4. Controls and Procedures.........................................16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...............................................17
Item 4. Submission of Matters to a Vote of Security Holders.............17
Item 6. Exhibits........................................................18
Signatures ................................................................19
- 1 -
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
AMBASE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except for share amounts)
March 31, December 31,
2005 2004
(unaudited)
======== =========
Assets:
Cash and cash equivalents......................................................... $ 7,450 $10,124
Investment securities:
Held to maturity (market value $8,633 and $8,586, respectively)............... 8,633 8,590
Available for sale, carried at fair value .................................... 1,652 2,112
-------- --------
Total investment securities....................................................... 10,285 10,702
-------- --------
Accounts receivable............................................................... - 1
Real estate owned:
Land............................................................................ 6,954 6,954
Buildings and improvements...................................................... 12,810 12,810
-------- --------
19,764 19,764
Less: accumulated depreciation................................................. (846) (763)
-------- --------
Real estate owned, net............................................................ 18,918 19,001
Other assets...................................................................... 604 1,032
-------- --------
Total assets...................................................................... $ 37,257 $ 40,860
===== =====
Liabilities and Stockholders' Equity:
Liabilities:
Accounts payable and accrued liabilities.......................................... $ 724 $ 1,495
Supplemental retirement plan...................................................... 12,115 11,594
Other liabilities................................................................. 350 2,197
-------- --------
Total liabilities................................................................. 13,189 15,286
-------- --------
Commitments and contingencies..................................................... - -
-------- --------
Stockholders' equity:
Common stock ($0.01 par value, 200,000,000 authorized, 46,410,007 issued)...... 464 464
Paid-in capital................................................................... 547,956 547,956
Accumulated other comprehensive income............................................ (557) (375)
Accumulated deficit............................................................... (523,110) (521,786)
Treasury stock, at cost - 176,488 shares.......................................... (685) (685)
-------- --------
Total stockholders' equity........................................................ 24,068 25,574
-------- --------
Total liabilities and stockholders' equity........................................ $ 37,257 $ 40,860
===== =====
The accompanying notes are an integral part of these consolidated financial
statements.
AMBASE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended March 31
(Unaudited)
(in thousands, except per share data)
Three Months
2005 2004
==== ====
Revenues:
Rental income................................................................................. $ 573 $ 535
Operating expenses:
Compensation and benefits..................................................................... 1,170 1,083
Professional and outside services.................... ........................................ 557 108
Property operating and maintenance .......................................................... 131 113
Depreciation ................................................................................ 83 83
Insurance..................................................................................... 20 23
Other operating .............................................................................. 51 47
---------- ----------
2,012 1,457
---------- ----------
Operating loss ............................................................................... (1,439) (922)
---------- ----------
Interest income............................................................................... 125 115
Realized gains on sales of investment securities ............................................ 20 107
---------- ----------
Loss before income taxes...................................................................... (1,294) (700)
Income tax expense.............................................................................. (30) (30)
-------- -------
Net loss....................................................................................... $(1,324) $(730)
====== ======
Net loss per common share:
Net loss - basic............................................................................... $ (0.03) $ (0.02)
Net loss - assuming dilution................................................................... (0.03) (0.02)
====== ======
Weighted average common shares outstanding:
Basic.......................................................................................... 46,234 46,200
======= =====
Diluted........................................................................................ 46,234 46,200
====== ======
The accompanying notes are an integral part of these consolidated financial
statements.
AMBASE CORPORATION AND SUBSIDIARIES
Consolidated Statement of Comprehensive Income (Loss)
Three Months Ended March 31
(Unaudited)
(in thousands)
Three Months
2005 2004
===== =====
Net loss.......................................................................................... $(1,324) $(730)
Unrealized holding gains on investment securities
available for sale, net of tax effect of $0.................................................. (182) 54
---------- ---------
Comprehensive loss................................................................................ $(1,506) $(676)
====== =====
The accompanying notes are an integral part of these consolidated financial
statements.
AMBASE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 31
(Unaudited)
(in thousands)
2005 2004
==== ====
Cash flows from operating activities:
Net loss......................................................................... $(1,324) $(730)
Adjustments to reconcile net loss to net cash used by
operations:
Depreciation and amortization............................................... 83 82
Accretion of discount - investment securities............................... (43) (31)
Realized gains on investment securities available for sale................. (20) (18)
Changes in other assets and liabilities:
Accounts receivable......................................................... 1 21
Other assets 428 (35)
Accounts payable and accrued liabilities.................................... (771) (775)
Other liabilities........................................................... (1,326) 409
Other, net...................................................................... 2 (1)
-------- --------
Net cash used by operating activities........................................... (2,970) (1,078)
-------- -------
Cash flows from investing activities:
Maturities of investment securities - held to maturity.......................... 8,615 17,353
Purchases of investment securities - held to maturity........................... (8,615) (8,499)
Purchases of investment securities - available for sale......................... (252) (1,830)
Sales of investment securities - available for sale............................. 548 367
-------- ---------
Net cash provided by investing activities....................................... 296 7,391
-------- -------
Cash flows from financing activities:
Stock options exercised......................................................... - 17
--------- ------
Net cash provided by financing activities....................................... - 17
--------- -------
Net increase (decrease) in cash and cash equivalents............................ (2,674) 6,330
Cash and cash equivalents at beginning of period................................ 10,124 2,785
---------- ------
Cash and cash equivalents at end of period...................................... $7,450 $9,115
====== =====
Supplemental cash flow disclosures:
Income taxes paid............................................................... $ 38 $ 35
====== =====
The accompanying notes are an integral part of these consolidated financial
statements.
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Organization
The accompanying consolidated financial statements of AmBase Corporation and
subsidiaries (the "Company") are unaudited and subject to year-end adjustments.
All material intercompany transactions and balances have been eliminated. In the
opinion of management, the interim financial statements reflect all adjustments,
consisting only of normal recurring adjustments unless otherwise disclosed,
necessary for a fair statement of the Company's financial position and results
of operations. Results for interim periods are not necessarily indicative of
results for the full year. Certain reclassifications have been made to the prior
year consolidated financial statements to conform with the current year
presentation. The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"). The preparation of financial statements in conformity with
GAAP requires management to make certain 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 financial statements presented herein 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, 2004.
The Company's assets currently consist primarily of cash and cash equivalents,
investment securities, and real estate owned. The Company's main source of
operating revenue is rental income earned on real estate owned. The Company also
earns non-operating revenue principally consisting of investment earnings on
investment securities and cash equivalents. The Company continues to evaluate a
number of possible acquisitions, and is engaged in the management of its assets
and liabilities, including the contingent assets, as described in Part II - Item
1. The Company intends to aggressively contest all litigation and contingencies,
as well as pursue all sources for contributions to settlements.
The Company's management expects that operating cash needs for the remainder of
2005 will be met principally by rental income received, the receipt of
non-operating revenue consisting of investment earnings on investment securities
and cash equivalents, and the Company's current financial resources.
Note 2 - Legal Proceedings
For a discussion of the Company's legal proceedings, including a discussion of
the Company's Supervisory Goodwill litigation, see Part II - Item 1 - Legal
Proceedings.
Note 3 - 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.
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 - Investment Securities
Investment securities - held to maturity consist of U.S. Treasury Bills with
original maturities of one year or less and are carried at amortized cost based
upon the Company's intent and ability to hold these investments to maturity.
Investment securities - available for sale, consist of investments in equity
securities held for an indefinite period and are carried at fair value with net
unrealized gains and losses recorded directly in a separate component of
stockholders' equity.
Investment securities consist of the following:
March 31, 2005 December 31, 2004
=================================== =======================
Cost or Cost or
Carrying Amortized Fair Carrying Amortized Fair
(in thousands) Value Cost Value Value Cost Value
====== ======== ====== ====== ======== ======
Held to Maturity:
U.S. Treasury Bills...... $ 8,633 $ 8,633 $ 8,633 $ 8,590 $ 8,590 $ 8,586
Available for Sale:
Equity Securities....... 1,652 1,797 1,652 2,112 2,075 2,112
----------- ----------- --------- ----------- ---------- --------
$ 10,285 $ 10,430 $10,285 $ 10,702 $ 10,665 $ 10,698
====== ======= ====== ======= ======= ======
The gross unrealized gains (losses) on investment securities, at March 31, 2005
and December 31, 2004 consist of the following:
(in thousands)
2005 2004
======= ======
Held to Maturity:
Gross unrealized gains (losses)........................................................... $ - $ (4)
======= ======
Available for Sale:
Gross unrealized gains..................................................................... $ 3 $ 41
======= ======
Gross unrealized losses................................................................... $ (148) $ (4)
======= ======
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The realized gain on the sales of investment securities available for sale for
the three months ended March 31, 2005 and March 31, 2004, are as follows:
Three Months
(in thousands) 2005 2004
====== ======
Net sale proceeds....................... ........ $ 548 $7,437
Cost basis....................................... (528) (7,330)
--------- -------
Realized gain.................................... $20 $107
====== =====
During the first quarter ended March 31, 2004, the Company purchased and sold a
$7 million U.S. Treasury Note resulting in a gain of $89,000 which is included
in realized gains on investment securities in the Consolidated Statement of
Operations.
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 5 - Income Taxes
The Company and its 100% owned 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 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, greater than 50% probability exists that the tax benefits will actually be
realized sometime in the future. The Company has calculated a net deferred tax
asset of $35 million and $34 million as of September 30, 2004 and December 31,
2003, respectively, arising primarily from net operating loss ("NOL")
carryforwards, alternative minimum tax ("AMT") credits (not including the
anticipated tax effects of NOL's expected to be generated from the Company's tax
basis in Carteret Savings Bank, F.A. and subsidiaries ("Carteret"), resulting
from the election decision, as more fully described below). At the present time,
management has no basis to conclude that realization is more likely than not and
a valuation allowance has been recorded against net deferred tax assets.
As a result of the Office of Thrift Supervision's December 4, 1992 placement of
Carteret in receivership, under the management of the Resolution Trust
Corporation ("RTC")/Federal Deposit Insurance Corporation ("FDIC"), and then
proposed Treasury Reg. ss.1.597-4(g), the Company had previously filed its 1992
and subsequent federal income tax returns with Carteret disaffiliated from the
Company's consolidated federal income tax return. Based upon the impact of
Treasury Reg. ss.1.597-4(g), which was issued in final form on December 20,
1995, a continuing review of the Company's tax basis in Carteret, and the impact
of prior year tax return adjustments on the Company's 1992 federal income tax
return as filed, the Company decided not to make an election pursuant to final
Treasury Reg. ss.1.597-4(g) to disaffiliate Carteret from the Company's
consolidated federal income tax return effective as of December 4, 1992 (the
"Election Decision").
The Company has made numerous requests to the RTC/FDIC for tax information
pertaining to Carteret and the resulting successor institution, Carteret Federal
Savings Bank ("Carteret FSB"); however, all of the information still has not
been received. Based on the Company's Election Decision, as described above, and
the receipt of some of the requested information from the RTC/FDIC, the Company
has amended its 1992 consolidated federal income tax return to include the
federal income tax effects of Carteret and Carteret FSB (the "1992 Amended
Return"). The Company is still in the process of amending its consolidated
federal income tax returns for 1993 and subsequent years.
The Company anticipates that, as a result of filing a consolidated federal
income tax return with Carteret FSB, a total of approximately $170 million of
tax NOL carryforwards will be generated from the Company's tax basis in
Carteret/Carteret FSB as tax losses are incurred by Carteret FSB of which $158
million are still available for future use. Based on the Company's filing of the
1992 Amended Return, approximately $56 million of NOL carryforwards are
generated for tax year 1992 which expire in 2007, with the remaining
approximately $102 million of NOL carryforwards to be generated, expiring no
earlier than 2008. These NOL carryforwards would be available to offset future
taxable income, in addition to the NOL carryforwards as further detailed below.
The Company can give no assurances with regard to the 1992 Amended Return, or
amended returns for subsequent years, or the final amount or expiration of NOL
carryforwards ultimately generated from the Company's tax basis in Carteret.
In March 2000, the Company filed several carryback claims and amendments to
previously filed carryback claims with the IRS (the "Carryback Claims") seeking
refunds from the IRS of alternative minimum tax and other federal income taxes
paid by the Company in prior years plus applicable IRS interest, based on the
filing of the 1992 Amended Return. In April 2003, IRS examiners issued a letter
to the Company proposing to disallow the Carryback Claims. The Company sought
administrative review of the letter by protesting to the Appeals Division of the
IRS. In February 2005, IRS Appeals Officials completed their review of the
Carryback Claims, and disallowed them. The Company is currently considering
whether to file suit for the tax refunds it seeks, plus interest, with respect
to the Carryback Claims. Even if the Company files suit, the Company can give no
assurances as to the final amounts of refunds, if any, or when they might be
received.
Based upon the Company's federal income tax returns as filed from 1993 to 2003
(subject to IRS audit adjustments), and excluding the NOL carryforwards
generated from the Company's tax basis in Carteret/Carteret FSB, as noted above,
at March 31, 2005, the Company has NOL carryforwards, aggregating approximately
$36 million, available to reduce future federal taxable income which expire if
unused beginning in 2008. The Company's federal income tax returns for years
subsequent to 1992 have not been reviewed by the IRS.
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The utilization of certain carryforwards is subject to limitations under U.S.
federal income tax laws. In addition, the Company has approximately $21 million
of AMT credit carryforwards ("AMT Credits"), which are not subject to
expiration. Based on the filing of the Carryback Claims, as further discussed
above, the Company is seeking to realize approximately $8 million of the $21
million of AMT Credits.
Note 6 - Comprehensive Income (Loss)
Comprehensive income (loss) is composed of net income (loss) and other
comprehensive income (loss) which includes the change in unrealized gains
(losses) on investment securities available for sale and recognition of
additional minimum pension liability, as follows:
(in thousands)
Three Months Ended Three Months Ended
March 31, 2005 March 31, 2004
==================================== ==========================
Unrealized Minimum Accumulated Unrealized Accumulated
Gains (Losses) Pension Other Gains on Other
Investment Liability Comprehensive Investment Comprehensive
Securities Adjustment Income Securities Income
========= ========= =========== ========== ==========
Balance beginning of period... $ 37 $ (412) $ (375) $ 84 $ 84
Reclassification adjustment for
gains realized in net loss.... (5) - (5) (19) (19)
Change during the period....... (177) - (177) 73 73
----------- ------------- ------------- --------------- ------------
Balance end of period.......... $ (145) $ (412) $ (557) $ 138 $ 138
======== ========= =========== ========= ===========
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 7 - Property Owned
The Company owns two commercial office buildings in Greenwich, Connecticut that
contain 14,500 and 38,000 square feet, respectively. The Company utilizes a
small portion of the office space in the first building for its executive
offices and leases the remaining square footage to unaffiliated third parties.
The buildings and improvements are carried at cost, net of accumulated
depreciation of $846,000 and $763,000 at March 31, 2005 and December 31, 2004,
respectively. Depreciation expense is recorded on a straight-line basis over 39
years. Tenant security deposits of $305,000 at March 31, 2005 and December 31,
2004, are included in other liabilities.
The Company earns rental income under operating leases with tenants. Minimum
lease rentals are recognized on a straight-line basis over the terms of the
leases. The cumulative difference between lease revenue recognized under this
method and the contractual lease payment terms is recorded as deferred rent
receivable and is included in other assets on the Consolidated Balance Sheets.
Revenue from tenant reimbursement of common area maintenance, utilities and
other operating expenses are recognized pursuant to the tenant's lease when
earned and due from tenants.
Included in property operating and maintenance are expenses for common area
maintenance, utilities, real estate taxes and other reimbursable operating
expenses, which have not been reduced by amounts reimbursable by tenants
pursuant to applicable lease agreements.
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 - Stock Based Compensation
The Company has adopted the disclosure requirements of Financial Accounting
Standards Board, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("Statement 123"), but continues to
account for stock compensation using APB Opinion 25, "Accounting for Stock
Issued to Employees" ("APB 25"), making pro forma disclosures of net income
(loss) and earnings per share as if the fair value based method had been
applied. No compensation expense, attributable to stock incentive plans, has
been charged to earnings.
The Black-Scholes option pricing model was used to estimate the fair value of
the options at date of grant based on various factors including dividend yield,
stock price volatility, interest rates, and expected life of options.
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
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.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. If the Company had
elected to recognize compensation cost for stock options based on the fair value
at date of grant for stock options, consistent with the method prescribed by
Statement 123, net loss and net loss per share would have been changed to the
pro forma amounts indicated below.
Three Months Ended
----------------------------
March 31, March 31,
(in thousands, except per share data) 2005 2004
======= =======
Net loss:
As reported............................................................................ $ (1,324) $(730)
Deduct: pro forma stock based compensation expense for
Stock options pursuant to Statement 123............................................. (31) (19)
----------- ----------
Pro forma............................................................................... $(1,355) $ (749)
====== =======
Net loss per common share:
Basic - as reported..................................................................... $(0.03) $ (0.02)
Basic - pro forma....................................................................... (0.03) (0.02)
Assuming dilution - as reported......................................................... (0.03) (0.02)
Assuming dilution - pro forma........................................................... (0.03) (0.02)
===== ======
Options to purchase 1,440,000 shares of common stock for the three months ended
March 31, 2005, and 1,290,000 shares of common stock for the three months ended
March 31, 2004, were excluded from the computation of diluted earnings per share
because these options were antidilutive.
AMBASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 9 - Pension and Savings Plans
The Company sponsors a non-qualified supplemental retirement plan ("Supplemental
Plan") under which only one current executive officer of the Company is a
participant. The cost of the Supplemental Plan is actuarially determined and is
accrued but not funded.
Pension expense for the Supplemental Plan was as follows:
Three Months Ended
------------------------------
March 31, March 31,
(in thousands) 2005 2004
======== ======
Service cost of current period........................................................ $ 257 $ 230
Interest cost on projected benefit obligation......................................... 192 172
Amortization of unrecognized losses................................................... 72 39
-------------- -----------
$ 521 $ 441
======== ======
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 15% of salary, which are matched by the Company at a
percentage determined annually. The employer match is currently 100% of the
employee's salary eligible for 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 salary
reduction contributions. The Company's matching contributions to the Savings
Plan, charged to expense, were $45,000 for the three months ended March 31, 2005
and $40,000 for the three months ended March 31, 2004 respectively. All
contributions are subject to maximum limitations contained in the Code.
New Accounting Pronouncements
FASB Statement No. 123 (revised 2004), Share-Based Payment - In December 2004,
the Financial Accounting Standards Board ("FASB") released its final revised
standard entitled Statement of Financial Accounting Standards No. 123R,
"Share-Based Payment" ("SFAS 123R"), which will significantly change accounting
practice with respect to employee stock options for both public and non-public
companies.
SFAS 123R requires that a public entity measure the cost of equity based service
awards based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during which an
employee is required to provide service in exchange for the award of the
requisite service period (usually the vesting period). No compensation cost is
recognized for equity instruments for which employees do not render the
requisite service.
A public entity will initially measure the cost of liability based service
awards based on its current fair value; the fair value of that award will be
re-measured subsequently at each reporting date through the settlement date.
Changes in fair value during the requisite service period will be recognized as
compensation cost over that period.
The grant-date fair value of employee stock options and similar instruments will
be estimated using option-pricing models adjusted for the unique characteristics
of those instruments (unless observable market prices for the same or similar
instruments are available). If an equity award is modified after the grant date,
incremental compensation cost will be recognized in an amount equal to the
excess of the fair value of the modified award over the fair value of the
original award immediately before the modification.
Excess tax benefits will be recognized as an addition to paid-in capital and
cash retained as a result of those excess tax benefits will be presented in the
statement of cash flows as financing cash inflows. The write-off of deferred tax
assets relating to unrealized tax benefits associated with recognized
compensation cost will be recognized as income tax expense unless there are
excess tax benefits from previous awards remaining in paid-in capital to which
it can be offset.
The notes to financial statements of public entities will disclose information
to assist users of financial information to understand the nature of share-based
payment transactions and the effects of those transactions on the financial
statements. SFAS 123R is effective for public entities as of the beginning of
the first interim or annual reporting period that begins after June 15, 2005.
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
From time to time, the Company may publish "Forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or make oral statements that constitute forward-looking
statements. The forward-looking statement may relate to such matters as
anticipated financial performance, future revenues or earnings, business
prospects, projected ventures, anticipated market performance, anticipated
litigation results or the timing of pending litigation, and similar matters. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company cautions readers that a variety of factors could cause the
Company's actual results to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements. These
risks and uncertainties, many of which are beyond the Company's control,
include, but are not limited to: (i) transaction volume in the securities
markets; (ii) the volatility of the securities markets; (iii) fluctuations in
interest rates; (iv) changes in occupancy rates or real estate value; (v)
changes in regulatory requirements which could affect the cost of doing
business; (vi) general economic conditions; (vii) changes in the rate of
inflation and the related impact on the securities markets; (viii) changes in
federal and state tax laws; and (ix) risks arising from unfavorable decisions in
our current material litigation matters, or unfavorable decisions in other
supervisory goodwill cases. The Company does not undertake any obligation to
update or revise any forward-looking statements whether as a result of future
events, new information or otherwise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, which follows, should be read in conjunction with the consolidated
financial statements and related notes, which are contained in Part I - Item I,
herein.
LIQUIDITY AND CAPITAL RESOURCES
The Company's assets at March 31, 2005, aggregated $37,257,000 consisting
principally of cash and cash equivalents of $7,450,000, investment securities of
$10,285,000 and real estate owned of $18,918,000. At March 31, 2005, the
Company's liabilities aggregated $13,189,000. Total stockholders equity was
$24,068,000.
The liability for the supplemental retirement plan (the "Supplemental Plan"),
which is accrued but not funded, increased to $12,115,000 at March 31, 2005 from
$11,594,000 at December 31, 2004. The Supplemental Plan liability reflects the
actuarially determined accrued pension costs in accordance with GAAP. The
increased liability is the result of additional accrued service vesting and
interest cost on the liability. The Supplemental Plan liability is further
affected by changes in discount rates and experience which could be different
from that assumed.
For the three months ended March 31, 2005, cash of $2,970,000 was used by
operations, including the payment of prior year accruals and operating expenses,
partially offset by the receipt of rental income, interest income and investment
earnings. The cash needs of the Company for the first three months of 2005 were
satisfied by the receipt of rental income, interest income received on
investment securities and cash equivalents, and to a lesser extent the Company's
current financial resources. Management believes that the Company's cash
resources are sufficient to continue operations for 2005.
In March 2005, the Company paid $1,867,000 of previously incurred legal fees and
other expenses relating to the Company's defense of a withholding obligation
issue with the Internal Revenue Service ("IRS") which was successfully concluded
in October 2001. The Company had previously accrued these costs which were
reflected in other liabilities in prior period financial statements. The Company
is currently exploring all legal options to seek recovery of this amount the
Company paid, plus other related costs.
For the three months ended March 31, 2004, cash of $1,078,000 was used by
operations, including the payment of prior year accruals and operating expenses
partially offset by the receipt of rental income, interest income, and
investment earnings.
The Company continues to evaluate a number of possible acquisitions and is
engaged in the management of its assets and liabilities, including the
contingent assets. Discussions and negotiations are ongoing with respect to
certain of these matters. The Company intends to aggressively contest all
litigation and contingencies, as well as pursue all sources for contributions to
settlements. For a discussion of lawsuits and proceedings, including the
Supervisory Goodwill litigation see Part II - Item 1 - Legal Proceedings.
The Company owns two commercial office buildings in Greenwich, Connecticut. One
building is approximately 14,500 square feet and is leased to unaffiliated third
parties with approximately 3,500 square feet utilized by the Company for its
executive offices. The second building is approximately 38,000 square feet and
is leased to unaffiliated third parties.
The Company made no purchases of common stock pursuant to its common stock
repurchase plan during the first three months of 2005. There are no material
commitments for capital expenditures as of March 31, 2005. Inflation has had no
material impact on the business and operations of the Company.
Results of Operations for the Three Months ended March 31, 2005 vs.
the Three Months Ended March 31, 2004
The Company's main source of operating revenue is rental income earned on real
estate owned. The Company also earns non-operating revenue consisting
principally of investment earnings on investment securities and cash
equivalents. The Company's management expects that operating cash needs for the
remainder of 2005 will be met principally by rental income and the receipt of
non-operating revenue consisting of interest income earned on investment
securities and cash equivalents, and the Company's current financial resources.
The Company recorded a net loss of 1,324,000 or $0.03 per share for three months
ended March 31, 2005, compared with a net loss of $730,000 or $0.02 per share
for three months ended March 31, 2004.
For the three months ended March 31, 2005, the Company earned rental income from
real estate owned of $573,000 as compared to $535,000 for the three months ended
March 31, 2004. The increase in the 2005 period principally reflects increased
rental income received in 2005 as a result of the leasing of office space which
was vacant in the respective 2004 period.
Compensation and benefits increased to $1,170,000 in the three months ended
March 31, 2005, compared with $1,083,000 in the respective 2004 period. The
increases were principally the result of a higher level of benefits costs and
accruals. Included in compensation and benefits is an accrual for the
Supplemental Retirement Plan of $521,000 for the three month period ended March
31, 2005, compared to $441,000 for the same 2004 period reflecting a decrease in
discount rate assumptions and updated mortality tables.
Professional and outside services increased to $557,000 in the three months
ended March 31, 2005, compared to $108,000 in the respective 2004 period. The
increase in the 2005 three month period as compared to the respective 2004
period is principally due to increased legal fees relating to the Supervisory
Goodwill litigation proceeding during 2005 and to a lesser extent, other
corporate professional fees.
Property operating and maintenance expenses were $131,000 for the three months
ended March 31, 2005, compared to $113,000 in the respective 2004 period. The
increased expenses in 2005 compared to 2004 are generally due to increased cost
of building repairs and maintenance. Property operating and maintenance
expenses, have not been reduced by tenant reimbursements which are reflected as
part of revenue.
Interest income in the three months ended March 31, 2005, increased to $125,000,
from $115,000, in the respective 2004 period. The increase is principally due to
an increased yield on the investments in treasury bills for the first quarter of
2005 compared with the comparable 2004 period.
For the first three months ended March 31, 2005, realized gains on sales of
investment securities available for sale were $20,000 compared to $107,000
during the respective 2004 period. The 2004 period includes a gain of $89,000
from the sale of a U.S. Treasury Note.
The income tax provisions of $30,000 for the three months ended March 31, 2005,
and the three months ended March 31, 2004, are primarily attributable to a
provision for a minimum tax on capital to the state of Connecticut. Income taxes
applicable to operating income (loss) are generally determined by applying the
estimated effective annual income tax rates to pretax income (loss) for the
year-to-date interim period. Income taxes applicable to unusual or infrequently
occurring items are provided in the period in which such items occur.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company holds short-term investments as a source of liquidity. The Company's
interest rate sensitive investments at March 31, 2005 and December 31, 2004 with
maturity dates of less than one year consist of the following:
2005 2004
================= =================
Carrying Fair Carrying Fair
Value Value Value Value
(in thousands) ----------- -------- ---------- ---------
U.S. Treasury Bills......................... $ 8,633 $ 8,633 $ 8,590 $ 8,586
====== ====== ====== ======
Weighted average interest rate.............. 2.62% 1.71%
======= =======
The Company's current policy is to minimize the interest rate risk of its
short-term investments by investing in U.S. Treasury Bills with maturities of
less than one year. There were no significant changes in market exposures or the
manner in which interest rate risk is managed during the period.
The Company's portfolio of equity securities has exposure to equity price risk.
Equity price risk is defined as the potential loss in fair value resulting from
an adverse change in prices. The equity securities are primarily in the form of
preferred stock in utility companies. The equity securities are held for an
indefinite period and are carried at fair value with net unrealized gains and
losses recorded directly in a separate component of stockholder's equity.
The table below summarizes the Company's equity price risk and shows the effect
of a hypothetical 20% increase and 20% decrease in market price as of the dates
indicated below. The selected hypothetical changes are for illustrative purposes
only and are not necessarily indicative of the best or worse case scenarios.
(in thousands) March 31, December 31,
2005 2004
Equity Securities Available for Sale: ========== ==========
Fair value ................................................ $1,652 $2,112
======= =====
Hypothetical fair value at a 20% increase in market price.. $1,982 $2,534
======= =====
Hypothetical fair value at a 20% decrease in market price.. $1,322 $1,690
======= =====
Item 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based on the definition of "disclosure controls
and procedures" in Rule 13a-15(e). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of March 31, 2005. Based on the foregoing, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls or
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.
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 stock holdings,
should be directed to:
American Stock Transfer and Trust Company
59 Maiden Lane
New York, NY 10038
Attention: Shareholder Services
(800) 937-5449 or (718) 921-8200 Ext. 6820
Copies of Quarterly reports on Form 10-Q, Annual Reports on Form 10-K and Proxy
Statements can also be obtained directly from the Company free of charge by
sending a request to the Company by mail as follows:
AmBase Corporation
100 Putnam Green, 3rd Floor
Greenwich, CT 06830
Attn: Shareholder Services
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 Internet at
www.sec.gov. Materials filed with the SEC may also be read or copied by visiting
the SEC's Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549.
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The information contained in Item 8 - Note 10 in AmBase's Annual Report on Form
10-K for the year ended December 31, 2004, is incorporated by reference herein
and the defined terms set forth below have the same meaning ascribed to them in
that report. There have been no material developments in such legal proceedings,
except as set forth below.
The Company is or has been a party in a number of lawsuits or proceedings,
including the following:
Supervisory Goodwill Litigation. In April 2005, Judge Smith heard oral argument
on the United States Department of Justice and the FDIC motions requesting that
Judge Smith certify for immediate appeal his ruling that the Company is entitled
to challenge the validity of the receivership deficit. Because Judge Smith's
ruling on the receivership deficit issue is not a final order, both Judge Smith
and the Federal Circuit Court would have to agree to an appeal of that issue at
this time. Following the April 2005 oral argument, Judge Smith entered an order,
staying resolution of the motions to certify an interlocutory appeal pending the
holding of a "show cause" hearing. Judge Smith indicated at the oral argument
that the purpose of the show cause hearing was to allow the Company to outline
the evidence and arguments it was prepared to offer in order to challenge the
validity and size of the receivership deficit. Judge Smith directed the parties
to attempt to reach agreement regarding a schedule for the completion of
discovery on receivership deficit issues, and he directed the parties to submit
to the Court such an agreed proposed discovery schedule, or, if the parties are
unable to reach agreement, separate proposed schedules for discovery, in early
May 2005. Judge Smith further encouraged the parties to discuss the procedures
and schedule for the show cause hearing, and to provide the Court with a
proposed order on such matters. Finally, Judge Smith indicated that the
procedures and scheduling of the show cause hearing would be addressed at the
telephonic status conference scheduled in May 2005. If an immediate appeal is
not granted, expert discovery is likely to commence at the close of the current
round of factual discovery. No assurance can be given regarding the ultimate
outcome of the litigation.
The Court of Claims decisions in the Company's case, as well as other decisions
in Winstar-related cases, are publicly available and may be relevant to the
Company's Supervisory Goodwill claims, but are not necessarily indicative of the
ultimate outcome of the Company's actions.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
>
Exhibit 31.1 Rule 13a-14(a) Certification of Chief Executive Officer
Exhibit 31.2 Rule 13a-14(a) Certification of Chief Financial Officer
Exhibit 32.1 Section 1350 Certification of Chief Executive Officer
Exhibit 32.2 Section 1350 Certification of Chief Financial Officer
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements 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/ John P. Ferrara
------------------------------------------------------
By JOHN P. FERRARA
Vice President, Chief Financial Officer and Controller
(Duly Authorized Officer and Principal Financial and
Accounting Officer)
Date: May 12, 2005