AmBase Corp
For the period ended Mar 31, 2025. Filed May 13, 2025.
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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.
Mar 31, 2025 · Filed May 13, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001140361-25-018623
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.
19 unchanged; 16 reworded; 2 added; 1 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 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
The Company’s Chairman, President and Chief Executive Office, Mr. Richard A. Bianco (“R.A. Bianco”) has indicated that, if and when needed, he may provide a working capital loans to the Company on an as needed basis, subject to customary and market terms and conditions to be agreed upon at such time. There can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all. For additional information, see Part I – Item 1 – Note 9 to the Company’s unaudited condensed consolidated financial statements.
Current report
Accounts payable and accrued liabilities as of March 31, 2025, increased from December 31, 2024, principally relating to an increase in current period accruals for legal expenses in connection with the 111 West 57 th Property litigations.
Removed paragraphs (1)
Previous report
Accounts payable and accrued liabilities as of September 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 10 to the Company’s unaudited condensed consolidated financial statements.
Reworded paragraphs (16)
Previous wording
In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th Street in New York, New York (the “111 West 57 th Property”). The Company is engaged in material disputes and litigation with regard to the 111 West 57 th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the “Strict Foreclosure”, (as defined and further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the carrying value of the Company’s equity investment in the 111 West 57 th Property represented a substantial portion of the Company’s assets and net equity value.
Current wording
In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th Street in New York, New York (the “111 West 57 th Property”). As further discussed herein, the Company is engaged in material disputes and litigation with regard to the 111 West 57 th Property. For additional information concerning the Company’s legal proceedings relating to the 111 West 57 th Property, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.
Previous 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.
Current wording
The Company’s assets at March 31, 2025, aggregated $200,000 consisting of cash and cash equivalents of $200,000. At March 31, 2025, the Company’s liabilities aggregated $5,917,000. Total stockholders’ deficit was $5,717,000.
Previous 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 10 to the Company’s unaudited condensed consolidated financial statements.
Current wording
On February 28, 2024, the Company commenced a private placement offering (the “Equity Offering”) of 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. On April 1, 2024, the Company completed the issuance and sale of 44,200,460 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 10 to the Company’s unaudited condensed consolidated financial statements.
Previous 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.
Current wording
For the three months ended March 31, 2025, cash of $614,000 was used by operations as a result of the payment of operating expenses and prior year accruals.
Previous 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.
Current 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 and prior year accruals.
Previous wording
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.
Current wording
Loan(s) payable – related party – BARC Investments LLC was $2,000,000 as of March 31, 2025 and December 31, 2024, 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.
Previous 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.
Current wording
Loan(s) payable – related party – R.A. Bianco was $2,000,000 as of March 31, 2025, compared to $1,500,000 as of December 31, 2024, 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 to March 31, 2025, Mr. R.A. Bianco made an additional loan(s) to the Company aggregating $2,000,000, 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 Nine months Ended September 30, 2024 vs. the Three Months and Nine months Ended September 30, 2023
Current wording
Results of Operations for the Three Months Ended March 31, 2025, vs. the Three Months ended March 31, 2024
Previous 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.
Current wording
The Company recorded a net loss of $1,592,000 or $0.02 per share in the three months ended March 31, 2025, respectively, compared to a net loss of $1,839,000 or $0.05 per share in the respective 2024 period.
Previous 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.
Current wording
Compensation and benefits were $371,000 in the three months ended March 31, 2025, compared to $359,000 in the respective 2024 period. The increase in the three month period ended March 31, 2025, versus the respective 2024 period, is due to an increase in compensation related expenses recorded in the 2025 three month period ended March 31, 2025.
Previous 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.
Current wording
Professional and outside services decreased to $1,097,000 in the three months ended March 31, 2025, compared to $1,311,000 in the respective 2024 period. The decrease in the 2025 period as compared to the 2024 period is principally the result of a lower level of legal and professional fees incurred in 2025 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 $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.
Current wording
Property operating and maintenance expenses were $11,000 for the three months ended March 31, 2025, and $4,000 in the respective 2024 period. The slight increase in the 2025 three month period versus the respective 2024 period is principally due to timing of payments in the three months ended March 31, 2025, compared to the respective March 31, 2024, period.
Previous 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.
Current wording
Insurance expenses were $38,000 in the three months ended March 31, 2025, compared to $32,000 in the respective 2024 period. The increase is generally due to a slight increase in certain policy coverages in the three months ended March 31, 2025, compared to the respective 2024 period.
Previous 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.
Current wording
Other operating expenses were $20,000 in the three months ended March 31, 2025, compared with $19,000 in the respective 2024 period. The increase in the March 31, 2025, three months ended compared to the March 31, 2024, three months ended is due to a slight increase in related expenses in the respective 2025 period.
Previous 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.
Current wording
Interest income in the three months ended March 31, 2025, was $2,000 compared with $- in the respective 2024 period. The increased interest income in the March 31, 2025, three month period is due to a higher level of cash and cash equivalents in the 2025 period versus the respective 2024 period based on funds received from 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 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.
Current wording
Interest expense in the three months ended March 31, 2025, was $57,000 compared with $114,000 in the respective 2024 period. The interest expense for the 2025 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 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 – R.A. Bianco. For additional information seePart I – Item 1 – Note 8 and Note 9 to the Company’s unaudited condensed consolidated financial statements.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
For additional information concerning the Company’s recording of an impairment of its equity investment in the 111 West 57 th Property in 2017 and the Company’s legal proceedings relating to the 111 West 57 th Property, including the Company’s challenge to the Strict Foreclosure, see Part I – Item 1 – Note 3 and Note 6 to the Company’s unaudited condensed consolidated financial statements.
Previous report — wording carried elsewhere
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.