AmBase Corp
For the period ended Jun 30, 2024. Filed Aug 9, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 9, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-09.
0001140361-24-025152
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-09.
0001140361-24-036570
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 38 previous paragraphs and 37 current paragraphs.
21 unchanged; 14 reworded; 2 added; 2 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Accounts payable and accrued liabilities as of June 30, 2024, decreased from December 31, 2023, principally relating to the payment of outstanding accrued expenses in April 2024, with funds received from the Equity Offering. For additional information, see Part I – Item 1 – Note 9 to the Company’s unaudited condensed consolidated financial statements.
Current report
Other operating expenses were $65,000 and $84,000 in the three and six months ended June 30, 2024, respectively, compared with $28,000 and $41,000 in the respective 2023 periods. The increase in the June 30, 2024, three and six months ended compared to the June 30, 2023, three and six months ended is due to a generally higher level of related expenses in the respective 2024 periods.
Removed paragraphs (2)
Previous report
Accounts payable and accrued liabilities as of March 31, 2024, increased from December 31, 2023, principally relating to the timing of payments and an increase in current period accruals for legal expenses in connection with the 111 West 57 th Property litigations.
Previous report
Other operating expenses increased to $19,000 in the three months ended March 31, 2024, compared with $13,000 in the respective 2023 period, due to a higher level of other expenses in the 2024 period.
Reworded paragraphs (14)
Previous wording
The Company’s assets at March 31, 2024, aggregated $6,000, consisting of cash and cash equivalents of $6,000. At March 31, 2024, the Company’s liabilities aggregated $8,190,000. Total stockholders’ deficit was $8,184,000.
Current wording
The Company’s assets at June 30, 2024, aggregated $434,000 consisting of cash and cash equivalents of $434,000. At June 30, 2024, the Company’s liabilities aggregated $1,713,000. Total stockholders’ deficit was $1,279,000.
Previous wording
As previously disclosed in a Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 28, 2024, AmBase Corporation (the “Company”) commenced a private placement offering (the “Equity Offering”) of up to 44,200,460 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for $0.20 per share of Common Stock.
Current wording
As previously disclosed in a Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 28, 2024, the Company commenced a private placement offering (the “Equity Offering”) of up to 44,200,460 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for $0.20 per share of Common Stock.
Previous wording
On April 1, 2024, the Company completed the issuance and sale of all 44,200,460 Shares in the Equity Offering on the previously disclosed terms and conditions, including 1,250,000 Shares purchased by an institutional investor not affiliated with the Company and 42,950,460 Shares purchased by BARC Investments, LLC, an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling. The offer and sale of the Shares in the Equity Offering was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended.
Current wording
On April 1, 2024, the Company completed the issuance and sale of all Shares in the Equity Offering on the previously disclosed terms and conditions. The offer and sale of the Shares in the Equity Offering was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Total proceeds received from the Equity Offering were $8,840,000. For additional information, see Part I – Item 1 – Note 9 to the Company’s unaudited condensed consolidated financial statements.
Previous wording
For the three months ended March 31, 2023, cash of $605,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
Current wording
For the six months ended June 30, 2024, cash of $5,286,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
Previous wording
For the three months ended March 31, 2024, cash of $422,000 was used by operations as a result of the payment of operating expenses.
Current wording
For the six months ended June 30, 2023, cash of $1,525,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
Previous wording
Loan(s) payable – related party was $3,548,000 as of March 31, 2024, compared to $3,198,000 as of December 31, 2023, relating to loans made to the Company from Mr. R.A. Bianco, for working capital. In April 2024, with funds received from the Equity Offering, the Company repaid Mr. R.A. Bianco the full amount of the loan(s) payable outstanding plus accrued interest. For additional information, see Part I – Item 1 – Note 8 to the Company’s unaudited condensed consolidated financial statements.
Current wording
Loan(s) payable – related party was $- as of June 30, 2024, compared to $3,198,000 as of December 31, 2023, relating to loans made to the Company from Mr. R.A. Bianco, for working capital. In January 2024 through March 2024, the Company and Mr. R.A. Bianco entered into additional agreements pursuant to which Mr. R.A. Bianco made additional loans to the Company aggregating $350,000, for use as working capital. In April 2024, with funds received from the Equity Offering, the Company repaid Mr. R.A. Bianco the full amount of the loan(s) payable outstanding plus accrued interest. For additional information, see Part I – Item 1 – Note 8 to the Company’s unaudited condensed consolidated financial statements.
Previous wording
Results of Operations for the Three Months Ended March 31, 2024, vs. the Three Months Ended March 31, 2023
Current wording
Results of Operations for the Three Months and Six Months Ended June 30, 2024 vs. the Three Months and Six Months Ended June 30, 2023
Previous wording
The Company recorded a net loss of $1,839,000 or $0.05 per share in the three months ended March 31, 2024, compared to a net loss of $1,220,000, or $0.03 per share in the respective 2023 period.
Current wording
The Company recorded a net loss of $1,935,000 or $0.02 per share and $3,774,000 or $0.06 per share in the three months and six months ended June 30, 2024, respectively, compared to a net loss of $1,269,000 or $0.03 per share and $2,489,000 or $0.06 per share in the respective 2023 periods.
Previous wording
Compensation and benefits decreased slightly to $359,000 in the three months ended March 31, 2024, compared to $385,000 in the respective 2023 period. The decrease in the 2024 three month period versus the respective 2023 period is due to a decrease in compensation related expenses recorded in the 2024 period.
Current wording
Compensation and benefits were $352,000 and $711,000 in the three months and six months ended June 30, 2024, respectively, compared to $347,000 and $732,000 in the respective 2023 periods. The decrease in the six month period ended June 30, 2024, versus the respective 2023 period, is due to a decrease in compensation related expenses recorded in the 2024 six month period.
Previous wording
Professional and outside services increased to $1,311,000 in the three months ended March 31, 2024, compared to $728,000 in the respective 2023 period. The increase in the 2024 period as compared to the 2023 period is principally the result of a higher level of legal and professional fees incurred in 2024 in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57 th Property. For additional information with regard to the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.
Current wording
Professional and outside services increased to $1,570,000 and $2,881,000 in the three months and six months ended June 30, 2024, respectively, compared to $813,000 and $1,541,000 in the respective 2023 periods. The increase in the 2024 periods as compared to the 2023 periods is principally the result of a higher level of legal and professional fees incurred in 2024 in connection with the Company’s legal proceedings relating to the Company’s investment in the 111 West 57 th Property. For additional information with regard to the Company’s investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.
Previous wording
Property operating and maintenance expenses decreased to $4,000 in the three months ended March 31, 2024, compared to $8,000 in the respective 2023 period principally due to timing of payments in the three months ended March 31, 2024, compared to the respective March 31, 2023, period.
Current wording
Property operating and maintenance expenses were $6,000 and $10,000 for the three months and six months ended June 30, 2024, respectively, compared to $2,000 and $10,000 in the respective 2023 periods. The increase in the 2024 three months period versus the respective 2023 period is principally due to timing of payments in the three months and six months ended June 30, 2024, compared to the respective June 30, 2023, periods.
Previous wording
Insurance expenses decreased to $32,000 for the three months ended March 31, 2024, compared with $58,000 for the three months ended March 31, 2023. The decrease is generally due to a decrease in certain policy coverages in the three months ended March 31, 2024, compared to the respective 2023 period.
Current wording
Insurance expenses were $12,000 and $44,000 in the three months and six months ended June 30, 2024, respectively, compared to $57,000 and $115,000 in the respective 2023 periods. The decrease is generally due to a decrease in certain policy coverages in the three months and six months ended June 30, 2024, compared to the respective 2023 periods.
Previous wording
Interest income in the three months ended March 31, 2024, was $-, compared with $1,000 in the respective 2023 period. The decreased interest income in the March 31, 2024, three month period is due to a lower level of cash and cash equivalents in the 2024 period versus the respective 2023 period.
Current wording
Interest income in the three months and six months ended June 30, 2024, was $19,000 and $19,000, respectively, compared with $- and $1,000 in the respective 2023 periods. The increased interest income in the June 30, 2024, three and six month periods is due to a higher level of cash and cash equivalents in the 2024 periods versus the respective 2023 periods based on funds received from the Equity Offering in April 2024. For additional information, see Part I – Item 1 – Note 9 to the Company’s unaudited condensed consolidated financial statements.
Previous wording
Interest expense was $114,000 in the three months ended March 31, 2024, compared with $29,000 in the respective 2023 period. Interest expense for the 2024 and 2023 periods is attributable to interest expense to a professional firm for outstanding and unpaid professional fees and interest expense relating to the loan(s) payable – related party. For additional information see Part I – Item 1 – Note 8 to the Company’s unaudited condensed consolidated financial statements.
Current wording
Interest expense in the three months and six months ended June 30, 2024, was ($51,000) and $63,000, respectively, compared with $22,000 and $51,000 in the respective 2023 periods. The negative interest expense for the 2024 three month period is attributable to the reversal of interest expense owed to a professional firm for outstanding invoices that did not have to be paid due to the Company fully paying the outstanding amounts due in April 2024. Interest expense for the 2024 six month period is attributable to interest expense relating to the loan(s) payable – related party. Interest expense for the 2023 period is attributable to interest expense to a professional firm for outstanding and unpaid professional fees and interest expense relating to the loan(s) payable – related party. For additional information see Part I – Item 1 – Note 8 to the Company’s unaudited condensed consolidated financial statements.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Loan(s) payable – related party was $3,548,000 as of March 31, 2024, compared to $3,198,000 as of December 31, 2023, relating to loans made to the Company from Mr. R.A. Bianco for working capital. For additional information, see Part I – Item I – Note 8 to the Company’s unaudited condensed consolidated financial statements.