AmBase Corp
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
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.
Jun 30, 2025 · Filed Aug 13, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001140361-25-030759
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 39 current paragraphs.
24 unchanged; 13 reworded; 1 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 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 (1)
Current report
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided an employee retention credit which was a refundable tax credit against certain employment taxes. The Consolidated Appropriations Act (the “Appropriations Act”) extended and expanded the availability of the employee retention credit through December 31, 2021. The Appropriations Act amended the employee retention credit to be equal to 70% of qualified wages paid to employees during the 2021 fiscal year. The Company qualified for the employee retention credit for qualified wages for tax periods ending March 31, 2021, June 30, 2021, and September 30, 2021, and filed a cash refund claim. In April 2025, the Company received the refund and recorded the employee retention credit received as other income of $124,000, in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025.
Reworded paragraphs (13)
Previous 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.
Current wording
The Company’s assets at June 30, 2025, aggregated $109,000 consisting of cash and cash equivalents of $109,000. At June 30, 2025, the Company’s liabilities aggregated $6,909,000. Total stockholders’ deficit was $6,800,000.
Previous 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.
Current wording
For the six months ended June 30, 2025, cash of $1,305,000 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 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
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.
Current wording
Loan(s) payable – related party – R.A. Bianco was $2,600,000 as of June 30, 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 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. From September 2024 to June 30, 2025, Mr. R.A. Bianco made an additional loan(s) to the Company aggregating $2,600,000, 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 Ended March 31, 2025, vs. the Three Months ended March 31, 2024
Current wording
Results of Operations for the Three Months and Six Months Ended June 30, 2025 vs. the Three Months and Six Months Ended June 30, 2024
Previous 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.
Current wording
The Company recorded a net loss of $1,083,000 or $0.01 per share and $2,675,000 or $0.03 per share in the three months and six months ended June 30, 2025, respectively, compared to a net loss of $1,935,000 or $0.02 per share and $3,774,000 or $0.06 per share in the respective 2024 periods.
Previous 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.
Current wording
Compensation and benefits were $322,000 and $693,000 in the three months and six months ended June 30, 2025, respectively, compared to $352,000 and $711,000 in the respective 2024 periods. The decrease in the three and six month periods ended June 30, 2025, versus the respective 2024 periods, is due to a decrease in compensation related expenses recorded in the 2025 periods.
Previous 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.
Current wording
Professional and outside services decreased to $787,000 and $1,884,000 in the three months and six months ended June 30, 2025, respectively, compared to $1,570,000 and $2,881,000 in the respective 2024 periods. The decrease in the 2025 periods as compared to the 2024 periods 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 $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.
Current wording
Property operating and maintenance expenses were $3,000 and $14,000 for the three months and six months ended June 30, 2025, respectively, compared to $6,000 and $10,000 in the respective 2024 periods. The decrease in the 2025 three months period versus the respective 2024 period is principally due to timing of payments in the three months and six months ended June 30, 2025, compared to the respective June 30, 2024, periods.
Previous 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.
Current wording
Insurance expenses were $0 and $38,000 in the three months and six months ended June 30, 2025, respectively, compared to $12,000 and $44,000 in the respective 2024 periods. The decrease is generally due to a decrease in certain policy premium costs and coverages in the three months and six months ended June 30, 2025, compared to the respective 2024 periods.
Previous 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.
Current wording
Other operating expenses were $14,000 and $34,000 in the three and six months ended June 30, 2025, respectively, compared with $65,000 and $84,000 in the respective 2024 periods. The decrease in the June 30, 2025, three and six months ended compared to the June 30, 2024, three and six months ended is due to a generally lower level of related expenses in the respective 2025 periods.
Previous 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.
Current wording
Interest income in the three months and six months ended June 30, 2025, was $0 and $2,000, respectively, compared with $19,000 and $19,000 in the respective 2024 periods. The decreased interest income in the June 30, 2025, three and six month periods is due to a lower level of cash and cash equivalents in the 2025 periods versus the respective 2024 periods based on funds received from the Equity Offering in April 2024. For additional information, see Part I – Item 1 – Note 10 to the Company’s unaudited condensed consolidated financial statements.
Previous 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.
Current wording
Interest expense in the three months and six months ended June 30, 2025, was $81,000 and $138,000, respectively, compared with $(51,000) and $63,000 in the respective 2024 periods. The interest expense for the 2025 three months and six months ended June 30, 2025, is attributable to interest expense relating to the loan(s) payable – related party – BARC, loans payable – related party – R.A. Bianco and interest expense attributable to a professional firm for outstanding and unpaid professional fees. 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 – 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS