AmBase Corp
For the period ended Sep 30, 2024. Filed Nov 13, 2024.
View on SEC.govAbout this filing
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.
Sep 30, 2024 · Filed Nov 13, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001140361-24-046383
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 37 previous paragraphs and 38 current paragraphs.
24 unchanged; 13 reworded; 1 added; 0 removed; 0 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 (1)
Current report
Loan(s) payable – related party – BARC Investments LLC was $2,000,000 as of September 30, 2024, compared to $0 as of December 31, 2023, relating to loans made to the Company from BARC Investments, LLC, (“BARC”) an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling, for working capital. For additional information, see Part I – Item 1 – Note 8 to the Company’s unaudited condensed consolidated financial statements.
Reworded paragraphs (13)
Previous 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.
Current wording
The Company’s assets at September 30, 2024, aggregated $515,000 consisting of cash and cash equivalents of $515,000. At September 30, 2024, the Company’s liabilities aggregated $3,327,000. Total stockholders’ deficit was $2,812,000.
Previous 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.
Current wording
For the nine months ended September 30, 2024, cash of $8,205,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
Previous 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.
Current wording
For the nine months ended September 30, 2023, cash of $2,174,000 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 $- 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.
Current wording
Loan(s) payable – related party – R.A. Bianco was $1,000,000 as of September 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 at that time aggregating $3,548,000 plus accrued interest. In September 2024, Mr. R.A. Bianco made an additional loan to the Company aggregating $1,000,000, for use as working capital. For additional information, see Part I – Item 1 – Note 9 to the Company’s unaudited condensed consolidated financial statements.
Previous 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
Current wording
Results of Operations for the Three Months and Nine months Ended September 30, 2024 vs. the Three Months and Nine months Ended September 30, 2023
Previous 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.
Current wording
The Company recorded a net loss of $1,533,000 or $0.02 per share and $5,307,000 or $0.08 per share in the three months and nine months ended September 30, 2024, respectively, compared to a net loss of $1,399,000 or $0.03 per share and $3,888,000 or $0.10 per share in the respective 2023 periods.
Previous 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.
Current wording
Compensation and benefits were $345,000 and $1,056,000 in the three months and nine months ended September 30, 2024, respectively, compared to $323,000 and $1,055,000 in the respective 2023 periods. The increase in the nine month period ended September 30, 2024, versus the respective 2023 period, is due to an increase in compensation related expenses recorded in the 2024 three month period ended September 30, 2024.
Previous 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.
Current wording
Professional and outside services increased to $1,100,000 and $3,981,000 in the three months and nine months ended September 30, 2024, respectively, compared to $858,000 and $2,399,000 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 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.
Current wording
Property operating and maintenance expenses were $8,000 and $18,000 for the three months and nine months ended September 30, 2024, respectively, compared to $7,000 and $17,000 in the respective 2023 periods. The slight increase in the 2024 three and nine month periods versus the respective 2023 periods is principally due to timing of payments in the three months and nine months ended September 30, 2024, compared to the respective September 30, 2023, periods.
Previous 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.
Current wording
Insurance expenses were $59,000 and $103,000 in the three months and nine months ended September 30, 2024, respectively, compared to $95,000 and $210,000 in the respective 2023 periods. The decrease is generally due to a decrease in certain policy coverages in the three months and nine months ended September 30, 2024, compared to the respective 2023 periods.
Previous wording
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.
Current wording
Other operating expenses were $11,000 and $95,000 in the three and nine months ended September 30, 2024, respectively, compared with $18,000 and $59,000 in the respective 2023 periods. The increase in the September 30, 2024, nine months ended compared to the September 30, 2023, nine months ended is due to a generally higher level of related expenses in the respective 2024 period.
Previous 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.
Current wording
Interest income in the three months and nine months ended September 30, 2024, was $7,000 and $26,000, respectively, compared with $1,000 and $2,000 in the respective 2023 periods. The increased interest income in the September 30, 2024, three and nine 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 and Company borrowings. For additional information, see Part I – Item 1 – Note 8, Note 9, and Note 10 to the Company’s unaudited condensed consolidated financial statements.
Previous 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.
Current wording
Interest expense in the three months and nine months ended September 30, 2024, was $17,000 and $80,000, respectively, compared with $99,000 and $150,000 in the respective 2023 periods. The interest expense for the 2024 three month period is attributable to interest expense relating to the loan(s) payable –related party - BARC and loans payable – related party – R.A. Bianco. Interest expense for the 2024 nine month period isprincipally attributable to interest expense relating to the loan(s) payable – related party – R.A. Bianco, net of $51,000 of negative interest expense for the 2024 nine month period 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 2023 periodis 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 – R.A. Bianco. For additional information see Part I – Item 1 – Note 8 and Note 9 to the Company’s unaudited condensed consolidated financial statements.