AmBase Corp Files 2023 Annual Report on Form 10-K

TL;DR

<b>AmBase Corp submitted its 2023 10-K, outlining financial results and business operations.</b>

AI Summary

AmBase Corp (ABCP) filed a Annual Report (10-K) with the SEC on March 18, 2024. AmBase Corp filed its 10-K report for the fiscal year ending December 31, 2023. The filing details the company's financial performance and operational status. Key financial statement data for 2023 and 2022 is presented. Information regarding investments, subsidiaries, and litigation funding agreements is included. The report covers business addresses in Coral Springs, Florida, and Emerson, New Jersey.

Why It Matters

For investors and stakeholders tracking AmBase Corp, this filing contains several important signals. This 10-K provides a comprehensive overview of AmBase Corp's financial health and strategic positioning for the fiscal year 2023. Investors and analysts can use this filing to assess the company's performance, risks, and future outlook based on detailed financial data and disclosures.

Risk Assessment

Risk Level: — AmBase Corp shows moderate risk based on this filing. The company's business operations and financial results are subject to various risks, including those related to real estate, investments, and litigation, as detailed in the 10-K filing.

Analyst Insight

Review the detailed financial statements and risk factors in the 10-K to understand AmBase Corp's current financial standing and potential future challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Report period)
• 2024-03-18 — Filing Date (Date of submission)

Key Players & Entities

• AmBase Corp (company) — Filer name
• 2023 (date) — Fiscal year end
• December 31, 2023 (date) — Fiscal year end
• March 18, 2024 (date) — Filing date
• Coral Springs, FL (location) — Business address
• Emerson, New Jersey (location) — Business address

FAQ

Risk Factors

• Business Operations [medium — operational]: The company's operations are subject to various risks and uncertainties inherent in the real estate and investment sectors.
• Financial Performance [medium — financial]: The company's financial results may be impacted by market conditions, investment performance, and debt obligations.
• Litigation [medium — legal]: Ongoing litigation and legal proceedings can result in significant financial and operational consequences.

Industry Context

AmBase Corp operates within the real estate sector, specifically as an operator of nonresidential buildings.

Regulatory Implications

The company is subject to SEC regulations and reporting requirements for publicly traded entities.

What Investors Should Do

1. Analyze the company's financial statements for the fiscal year 2023.
2. Review the risk factors section for potential business and financial challenges.
3. Investigate any disclosed litigation or legal proceedings.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-18: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This filing represents the annual 10-K report for the fiscal year ending December 31, 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $0.01 — ct: Title of each class Common Stock ($0.01 par value) Rights to Purchase Common
• $0.13 — ice on such date of the Common Stock of $0.13 per share was approximately $ 3 million
• $180,650,000 — in October 2012, the United States paid $180,650,000 directly to AmBase (the "Settlement Amo
• $0.20 — Common Stock in the Equity Offering is $0.20. The Company expects to receive gross p
• $8.8 million — receive gross proceeds of approximately $8.8 million in connection with the Equity Offering
• $3,198,000 — the Company in the amounts aggregating $3,198,000. In January, February, and March 2024,

Filing Documents

• ef20015270_10k.htm (10-K) — 1028KB
• ef20015270_ex10-22.htm (EX-10.22) — 191KB
• ef20015270_ex10-23.htm (EX-10.23) — 68KB
• ef20015270_ex21.htm (EX-21) — 5KB
• ef20015270_ex31-1.htm (EX-31.1) — 11KB
• ef20015270_ex31-2.htm (EX-31.2) — 11KB
• ef20015270_ex32-1.htm (EX-32.1) — 4KB
• ef20015270_ex32-2.htm (EX-32.2) — 4KB
• image0.jpg (GRAPHIC) — 461KB
• 0001140361-24-013921.txt (&nbsp;) — 5120KB
• abcp-20231231.xsd (EX-101.SCH) — 34KB
• abcp-20231231_cal.xml (EX-101.CAL) — 31KB
• abcp-20231231_def.xml (EX-101.DEF) — 78KB
• abcp-20231231_lab.xml (EX-101.LAB) — 365KB
• abcp-20231231_pre.xml (EX-101.PRE) — 205KB
• ef20015270_10k_htm.xml (XML) — 562KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 2 Item 1B. Unresolved Staff Comments 8 Item 1C. Cybersecurity 8 Item 2.

Properties

Properties 8 Item 3.

Legal Proceedings

Legal Proceedings 9 Item 4. Mine Safety Disclosures 9 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 9 Item 6. Reserved 9 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Consolidated Financial Statements and Supplementary Data 14 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 36 Item 9A.

Controls and Procedures

Controls and Procedures 36 Item 9B. Other Information 37 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 37 PART III Item 10. Directors, Executive Officers and Corporate Governance 37 Item 11.

Executive Compensation

Executive Compensation 39 Item 12.

Security Ownership of Certain Beneficial Owners & Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners & Management and Related Stockholder Matters 49 Item 13. Certain Relationships and Related Transactions and Director Independence 50 Item 14. Principal Accounting Fees and Services 51 PART IV Item 15. Exhibits and Financial Statement Schedules 52 Item 16. Form 10-K Summary 54 Table of Contents PART I ITEM 1.

BUSINESS

BUSINESS General AmBase Corporation (the "Company" or "AmBase") is a Delaware corporation that was incorporated in 1975. AmBase is a holding company. At December 31, 2023, the Company's assets consisted primarily of cash and cash equivalents. The Company is engaged in the management of its assets and liabilities. 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. 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 II – Item 8 – Note 3 and Note 8 to the Company's consolidated financial statements. The executive office of the Company is located at 7857 West Sample Road, Suite 134, Coral Springs, Florida 33065. The Company had four (4) full-time and two (2) part-time employees at December 31, 2023. Background In August 1988, the Company acquired Carteret Bancorp Inc., which through its principal wholly owned subsidiary Carteret Savings Bank, FA, was principally engaged in retail and consumer banking, and mortgage banking including mortgage servici

RISK FACTORS

RISK FACTORS The Company is subject to various risks, many of which are beyond the Company's control, which could have a negative effect on the Company and its financial condition. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect the Company's business, financial condition, operating results and stock price. An investment in the Company's stock involves various risks, including those mentioned below and elsewhere in this Annual Report on Form 10-K (this "Annual Report"), and those that are detailed from time to time in the Company's other filings with the Securities and Exchange Commission. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this Annual Report, before you decide whether to purchase the Company's common stock. Operating Risks Going Concern The Company has incurred operating losses and used cash for operating activities for the past several years. The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its existing cash and cash equivalents may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include adjustments to the carrying value

View Full Filing

View this 10-K filing on SEC EDGAR