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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ambase Corporation (PK) | USOTC:ABCP | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.036 | 17.22% | 0.245 | 0.215 | 0.25 | 0.26805 | 0.215 | 0.215 | 47,650 | 16:17:00 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
95-2962743
|
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
(Check one):
|
Large Accelerated Filer
|
☐ |
Accelerated Filer
|
☐ | Non-Accelerated Filer | ☒ | Smaller Reporting Company | ☒ |
Emerging Growth Company
|
☐ |
PART I
|
Page
|
|
Item 1.
|
1
|
|
Item 1A.
|
2
|
|
Item 1B.
|
8
|
|
Item 2.
|
8
|
|
Item 3.
|
8
|
|
Item 4.
|
8
|
|
PART II
|
||
Item 5.
|
8
|
|
Item 6.
|
8
|
|
Item 7.
|
9
|
|
Item 8.
|
16
|
|
Item 9.
|
41 | |
Item 9A.
|
41 | |
Item 9B.
|
42 | |
PART III
|
||
Item 10.
|
42 | |
Item 11.
|
43 | |
Item 12.
|
43 | |
Item 13.
|
43
|
|
Item 14.
|
43 | |
PART IV
|
||
Item 15.
|
44 | |
Item 16.
|
45 |
|
- |
funds may be expended and management’s time devoted to projects that may not be completed,
|
|
- |
Required approvals may not be obtained from governmental entities or other third parties,
|
|
- |
construction costs of a project may exceed original estimates, negatively impacting the economic feasibility of the project,
|
|
- |
projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortages,
|
|
- |
occupancy rates and rents at a completed project may be less than anticipated, and
|
|
- |
expenses at completed development projects may be higher than anticipated.
|
|
- |
deterioration in regional and local economic and real estate market conditions,
|
|
- |
failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs,
|
|
- |
increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by
increased rents,
|
|
- |
changes in interest rate levels and the availability of financing,
|
|
- |
fluctuations in tourism patterns,
|
|
- |
adverse
changes in laws and regulations (including tax, environmental, zoning
and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance,
|
|
- |
potential changes in supply of, or demand for rental properties similar to the Company’s,
|
|
- |
competition for tenants and changes in rental rates,
|
|
- |
concentration in a single real estate asset and class,
|
|
- |
needs for additional capital which may be required for needed development or repositioning of one or more real estate assets may exceed the Company’s abilities or its
desired minimum level of liquidity,
|
|
- |
difficulty in reletting properties on favorable terms or at all,
|
|
- |
impairments in the Company’s ability to collect rent payments when due,
|
|
- |
the potential for uninsured casualty and other losses,
|
|
- |
the impact of present or future environmental legislation and compliance with environmental laws,
|
|
- |
changes in federal or state tax laws, and
|
|
- |
acts of terrorism and war.
|
|
- |
temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate was reduced from 39.6% to 37%
(through tax years beginning before January 1, 2026);
|
|
- |
eliminating miscellaneous itemized deductions and limiting state and local tax deductions;
|
|
- |
reducing the maximum corporate income tax rate from 35% to 21%;
|
|
- |
limiting our deduction for NOLs incurred after December 31, 2017 to 80% of taxable income, where taxable income is determined without regarding to the NOL deduction
itself, and generally eliminating NOL carrybacks and allowing unused NOLs to be carried forward indefinitely;
|
|
- |
creating a new limitation on the deduction of net interest expense for all businesses other than certain real estate businesses that make an election to not be subject to
such limitation This provision could have the effect that the Company or any of its subsidiaries, are unable to deduct a portion of our annual interest expense to the extent that we or any such subsidiary chooses not to make or is
otherwise ineligible to make, such election. To the extent any of our entities do elect out of this interest limitation provision, such entity would be required to extend the depreciable lives of its properties owned, resulting in a
reduced annual depreciation deduction.;
|
|
- |
expanding the ability of businesses to deduct the cost of certain purchases of property in the year in which such property is purchased; and
|
|
- |
eliminating the corporate alternative minimum tax.
|
Years Ended December 31,
|
||||||||
2018
|
2017
|
|||||||
Operating expenses:
|
||||||||
Compensation and benefits
|
$
|
1,391
|
$
|
1,214
|
||||
Professional and outside services
|
2,598
|
2,628
|
||||||
Property operating and maintenance
|
60
|
117
|
||||||
Depreciation
|
-
|
48
|
||||||
Insurance
|
174
|
159
|
||||||
Other operating
|
101
|
140
|
||||||
Total operating expenses
|
4,324
|
4,306
|
||||||
Operating income (loss)
|
(4,324
|
)
|
(4,306
|
)
|
||||
Interest income
|
5
|
-
|
||||||
Interest expense
|
(10
|
)
|
(67
|
)
|
||||
Gain on sale of real estate owned
|
3,278
|
-
|
||||||
Impairment of equity investment in 111 West 57
th
Partners LLC
|
-
|
(63,745
|
)
|
|||||
Equity income (loss) – 111 West 57
th
Partners LLC
|
-
|
(25
|
)
|
|||||
Income (loss) before income taxes
|
(1,051
|
)
|
(68,143
|
)
|
||||
Income tax expense (benefit)
|
(1,386
|
)
|
(20,086
|
)
|
||||
Net income (loss)
|
$
|
335
|
$
|
(48,057
|
)
|
|||
Net income (loss) per common share - basic
|
$
|
0.01
|
$
|
(1.18
|
)
|
|||
Weighted average common shares outstanding
-
basic
|
40,738
|
40,738
|
Assets:
|
December 31,
2018
|
December 31,
2017
|
||||||
Cash and cash equivalents
|
$
|
237
|
$
|
70
|
||||
Real estate owned:
|
||||||||
Land
|
-
|
554
|
||||||
Buildings
|
-
|
1,900
|
||||||
Real estate owned, gross
|
-
|
2,454
|
||||||
Less: accumulated depreciation
|
-
|
822
|
||||||
Real estate owned, net
|
-
|
1,632
|
||||||
Federal income tax receivable
|
10,742
|
-
|
||||||
Deferred tax asset
|
10,741
|
20,092
|
||||||
Other assets
|
33
|
84
|
||||||
Total assets
|
$
|
21,753
|
$
|
21,878
|
||||
Liabilities and Stockholders’ Equity:
|
||||||||
Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
414
|
$
|
426
|
||||
Loans payable – related party
|
-
|
2,296
|
||||||
Other liabilities
|
-
|
-
|
||||||
Total liabilities
|
414
|
2,722
|
||||||
Litigation funding agreement (Note 10)
|
3,202
|
1,354
|
||||||
Commitments and contingencies (Note 7)
|
||||||||
Stockholders’ equity:
|
||||||||
Common stock ($0.01 par value, 85,000 authorized in 2018 and 85,000 authorized in 2017, 46,410 issued and
40,738 outstanding in 2018 and 46,410 issued and 40,738 outstanding in 2017)
|
464
|
464
|
||||||
Additional paid-in capital
|
548,304
|
548,304
|
||||||
Accumulated deficit
|
(525,463
|
)
|
(525,798
|
)
|
||||
Treasury stock, at cost – 2018 - 5,672 shares; and 2017 - 5,672 shares
|
(5,168
|
)
|
(5,168
|
)
|
||||
Total stockholders’ equity
|
18,137
|
17,802
|
||||||
Total liabilities and stockholders’ equity
|
$
|
21,753
|
$
|
21,878
|
(in thousands)
|
Common
stock
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Treasury
stock
|
Total
|
||||||||||||||||||
January 1, 2017
|
$
|
464
|
$
|
548,304
|
$
|
(477,741
|
)
|
$
|
(5,168
|
)
|
$
|
$
|
65,859
|
||||||||||
Net income (loss)
|
-
|
-
|
(48,057
|
)
|
-
|
(48,057
|
)
|
||||||||||||||||
December 31, 2017
|
464
|
548,304
|
(525,798
|
)
|
(5,168
|
)
|
17,802
|
||||||||||||||||
Net income (loss)
|
-
|
-
|
335
|
-
|
335
|
||||||||||||||||||
December 31, 2018
|
$
|
464
|
$
|
548,304
|
$
|
(525,463
|
)
|
$
|
(5,168
|
)
|
$
|
$
|
18,137
|
Years Ended December 31,
|
||||||||
(in thousands)
|
2018
|
2017
|
||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
335
|
$
|
(48,057
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided (used) by operating
activities
|
||||||||
Gain on sale of real estate owned
|
(3,278
|
)
|
-
|
|||||
Depreciation
|
-
|
48
|
||||||
Other income
|
-
|
-
|
||||||
Impairment of equity investment in 111 West 57
th
Partners LLC
|
-
|
63,745
|
||||||
Equity (income) loss – 111 West 57
th
Partners LLC
|
-
|
25
|
||||||
Deferred tax benefit
|
(1,391
|
)
|
(20,092
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Other assets
|
51
|
82
|
||||||
Accounts payable and accrued liabilities
|
(12
|
)
|
83
|
|||||
Other liabilities
|
-
|
-
|
||||||
Net cash provided (used) by operating activities
|
(4,295
|
)
|
(4,166
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Proceeds from sale of real estate owned, net
|
4,910
|
-
|
||||||
Net cash provided (used) by investing activities
|
4,910
|
-
|
||||||
Cash flows from financing activities:
|
||||||||
Payoff of loan payable – related party
|
(2,546
|
)
|
-
|
|||||
Proceeds from loans payable – related party
|
250
|
2,296
|
||||||
Proceeds from litigation funding agreement
|
1,848
|
1,354
|
||||||
Net cash provided (used) by financing activities
|
(448
|
)
|
3,650
|
|||||
Net change in cash and cash equivalents
|
167
|
(516
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
70
|
586
|
||||||
Cash and cash equivalents at end of year
|
$
|
237
|
$
|
70
|
||||
Supplemental cash flow disclosure:
|
||||||||
Income taxes paid
|
$
|
6
|
$
|
16
|
(in thousands)
|
Amounts
|
|||
Gross sales price
|
$
|
5,200
|
||
Less: Transactions costs
|
(290
|
)
|
||
Net cash proceeds
|
4,910
|
|||
Less: Real estate carrying value, (net of accumulated depreciation)
|
(1,632
|
)
|
||
Net gain on sale of real estate
|
$
|
3,278
|
($ in thousands)
|
||||
Company’s aggregate initial investment
|
$
|
57,250
|
||
Company’s aggregate initial membership interest %
|
60.3
|
%
|
||
Other members and Sponsor initial investment
|
$
|
37,750
|
||
Approximate gross square feet of project
|
346,000
|
(in thousands)
|
||||
Financing obtained by 111 West 57
th
Partners - AIG
|
$
|
400,000
|
||
Financing obtained by 111 West 57
th
Partners - Apollo
|
$
|
325,000
|
||
Annaly CRE LLC initial mortgage and acquisition loan repaid
|
$
|
230,000
|
($ in thousands)
|
Year Ended
December 31,
2018
|
Year Ended
December 31,
2017
|
||||||
Company matching contributions
|
$
|
25
|
$
|
25
|
||||
Employer match %
|
33
|
%
|
33
|
%
|
(shares in thousands)
|
December 31,
2018
|
December 31,
2017
|
||||||
Par value
|
$
|
0.01
|
$
|
0.01
|
||||
Authorized shares
|
85,000
|
85,000
|
||||||
Issued shares
|
46,410
|
46,410
|
||||||
Outstanding shares
|
40,738
|
40,738
|
(shares in thousands)
|
December 31,
2018
|
December 31,
2017
|
||||||
Par value
|
$
|
0.01
|
$
|
0.01
|
||||
Authorized shares
|
20,000
|
20,000
|
||||||
Issued shares
|
-
|
-
|
||||||
Outstanding shares
|
-
|
-
|
(in thousands)
|
Year Ended
December 31,
2018
|
Year Ended
December 31,
2017
|
||||||
Common stock outstanding at beginning of period
|
40,738
|
40,738
|
||||||
Common stock repurchased for treasury
|
-
|
-
|
||||||
Issuance of treasury stock
|
-
|
-
|
||||||
Common stock outstanding at end of period
|
40,738
|
40,738
|
(in thousands)
|
Year Ended
December 31,
2018
|
Year Ended
December 31,
2017
|
||||||
Treasury stock held at beginning of period
|
5,672
|
5,672
|
||||||
Common stock repurchased for treasury
|
-
|
-
|
||||||
Issuance of treasury stock
|
-
|
-
|
||||||
Treasury stock held at end of period
|
5,672
|
5,672
|
(in
thousands
)
|
Year Ended
December 31,
2018
|
|||
Common shares repurchased to treasury during the period
|
-
|
|||
Aggregate cost of shares repurchased during the period
|
$
|
-
|
(in thousands)
|
December 31,
2018
|
|||
Total number of common shares authorized for repurchase
|
10,000
|
|||
Total number of common shares repurchased to date
|
6,226
|
|||
Total number of shares that may yet be repurchased
|
3,774
|
Year
|
Amount
|
|||
2019
|
$
|
3
|
||
2020
|
-
|
|||
2021
|
-
|
|||
2022
|
-
|
|||
2023
|
-
|
|||
Thereafter
|
-
|
|||
$
|
3
|
($ in thousands)
|
Year Ended
December 31,
2018
|
Year Ended
December 31,
2017
|
||||||
Rent expense
|
$
|
14
|
$
|
13
|
||||
Approximate square feet of leased office space
|
1,085
|
1,085
|
(in thousands)
|
Year Ended
December 31,
2018
|
Year Ended
December 31,
2017
|
||||||
Federal - current
|
$
|
-
|
$
|
-
|
||||
State - current
|
5
|
6
|
||||||
Total current
|
5
|
6
|
||||||
Federal - deferred
|
312
|
(6,037
|
)
|
|||||
State - deferred
|
(7,755
|
)
|
(5,402
|
)
|
||||
Change in valuation allowance
|
6,052
|
(8,653
|
)
|
|||||
Total deferred
|
(1,391
|
)
|
(20,092
|
)
|
||||
Income tax expense (benefit)
|
$
|
(1,386
|
)
|
$
|
(20,086
|
)
|
(in thousands)
|
Year Ended
December 31,
2018
|
Year Ended
December 31,
2017
|
||||||
Income (loss) before income taxes
|
$
|
(1,051
|
)
|
$
|
(68,143
|
)
|
||
Tax expense (benefit) :
|
||||||||
Tax at statutory federal rate
|
$
|
(221
|
)
|
$
|
(23,851
|
)
|
||
State income taxes
|
(59
|
)
|
(5,019
|
)
|
||||
Rate change
|
(5,759
|
)
|
16,047
|
|||||
Permanent items, tax credits and other adjustments
|
118
|
-
|
||||||
AMT – Sequestration Reversal (change in law)
|
(1,391
|
)
|
1,390
|
|||||
Deferred true-ups
|
(126
|
)
|
-
|
|||||
Change in valuation allowance
|
6,052
|
(8,653
|
)
|
|||||
Income tax expense (benefit)
|
$
|
(1,386
|
)
|
$
|
(20,086
|
)
|
Year Ended
December 31,
2018
|
Year Ended
December 31,
2017
|
|||||||
Tax at statutory federal rate
|
21.0
|
%
|
|
|
35.0
|
%
|
||
State income taxes
|
5.6
|
7.0
|
||||||
Rate change
|
548.0
|
(24.0
|
)
|
|||||
Permanent difference, tax credits and other adjustments
|
(11.2
|
)
|
-
|
|||||
AMT – Sequestration Reversal (change in law)
|
132.4
|
(2.0
|
)
|
|||||
Deferred true-ups
|
12.0
|
-
|
|
|||||
Change in valuation allowance
|
(575.9
|
)
|
13.0
|
|||||
Effective income tax rate
|
131.9
|
% |
29.0
|
% |
Tax Year
Originating
|
Tax Year
Expiring
|
Amount
|
||||
2006
|
2026
|
$
|
500,000
|
|||
2007
|
2027
|
12,700,000
|
||||
2008
|
2028
|
4,600,000
|
||||
2009
|
2029
|
2,400,000
|
||||
2010
|
2030
|
1,900,000
|
||||
2011
|
2031
|
1,900,000
|
||||
2013
|
2033
|
3,700,000
|
||||
2014
|
2034
|
4,900,000
|
||||
2015
|
2035
|
4,200,000
|
||||
2016
|
2036
|
3,400,000
|
||||
2017
|
2037
|
68,000,000
|
||||
2018
|
- |
500,000
|
||||
|
$
|
108,700,000
|
Amount
|
||||
AMT credits carryforwards
|
$
|
21,483,000
|
Tax Year
(a)
|
Declining balance of
the AMT credit
carryforward
amount(s) available for
each tax year
(a)(b)
|
% of AMT credit
carryforward
amount(s)
available to be
claimed as
refundable for
each tax year
|
AMT credit
carryforward
amount(s) projected
to be claimed as
refundable for each
tax year
(a)(b)
|
|||||||||
2019
|
$
|
10,741,000
|
50
|
%
|
$
|
5,371,000
|
||||||
2020
|
5,371,000
|
50
|
%
|
2,685,000
|
||||||||
2021
|
2,685,000
|
100
|
%
|
2,685,000
|
||||||||
$
|
10,741,000
|
|
(a) |
Assumes no regular federal income tax liability in tax years presented above which would reduce any AMT credit carryforward amount(s)
ultimately refunded.
|
|
(b) |
See herein with regard the filing of the Company’s 2018 federal income tax return and the March 2019 federal tax refund received.
|
Tax Year
Originating
|
Tax Year
Expiring
|
Amount
|
||||
2011
|
2031
|
$
|
1,800,000
|
|||
2013
|
2033
|
2,700,000
|
||||
2014
|
2034
|
4,200,000
|
||||
2015
|
2035
|
4,100,000
|
||||
2016
|
2036
|
2,800,000
|
||||
2017
|
2037
|
68,000,000
|
||||
2018
|
2038
|
500,000
|
||||
$
|
84,100,000
|
December 31,
2018
|
December 31,
2017
|
|||||||
Deferred tax asset
|
$
|
44,501,000
|
$
|
47,800,000
|
||||
Valuation allowance
|
(33,760,000
|
)
|
(27,708,000
|
)
|
||||
Net deferred tax asset recognized
|
$
|
10,741,000
|
$
|
20,092,000
|
i. |
first, to reimburse Mr. R. A. Bianco on a dollar-for-dollar basis for any Company litigation expenses and/or other unpaid amounts advanced by him in
connection with Future Recovery Litigation; and
|
ii. |
thereafter, a percentage of the recovery to the Company and a percentage of the recovery to Mr. R. A. Bianco, respectively, (the “Recovery Sharing Ratio”);
with the ratio and percentages of 30% to 45% depending on the length of time to obtain recovery.
|
(in thousands
)
|
Year Ended
|
|||||||
December 31,
2018
|
December 31,
2017
|
|||||||
Legal expenses attributable to the Litigation Funding Agreement
|
$
|
1,860
|
1,511
|
|
Date of Loan
|
Rate
|
Due Date
|
December 31,
2017
|
|||||||
Loan payable
|
January 2017
|
5.25
|
%
|
December 31, 2019
|
$
|
500,000
|
|||||
Loan payable
|
April 2017
|
5.25
|
%
|
December 31, 2019
|
500,000
|
||||||
Loan payable
|
June 2017
|
5.25
|
%
|
December 31, 2019
|
500,000
|
||||||
Loan payable
|
September 2017
|
5.25
|
%
|
December 31, 2019
|
150,000
|
||||||
Loan payable
|
October 2017
|
5.25
|
%
|
December 31, 2019
|
446,000
|
||||||
Loan payable
|
December 2017
|
5.25
|
%
|
December 31, 2019
|
200,000
|
||||||
|
$
|
2,296,000
|
(in thousands)
|
December 31,
2018
|
December 31,
2017
|
||||||
Accrued interest expense
|
$
|
-
|
$
|
67
|
1. Index to Financial Statements:
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
16
|
|
Consolidated Statements of Operations
|
17
|
|
Consolidated Balance Sheets
|
18
|
|
Consolidated Statements of Changes in Stockholders’ Equity
|
19
|
|
Consolidated Statements of Cash Flows
|
20
|
|
Notes to Consolidated Financial Statements
|
21
|
(b)
|
Exhibits:
|
3.1
|
Restated Certificate of
Incorporation of AmBase Corporation
(as amended and restated – July 15, 2017),
(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2017).
|
|
3.2
|
By-Laws of AmBase Corporation
(as amended
through March 15, 1996),
(incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
|
|
Amended & Restated Rights Agreement dated as of
March
27, 2019
between the Company and American Stock Transfer and Trust Co.
|
||
10.1
|
Employment Agreement
dated as of March 30,
2006 between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10H to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).
|
|
10.2
|
Amendment to Employment Agreement
dated as
of January 1, 2008 between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10E to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
|
10.3
|
Amendment to Employment
Agreement between Richard A. Bianco and the Company
extending term of employment to May 31, 2023, (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
|
|
10.4
|
111 West 57
th
Partners LLC Limited Liability Company Agreement
. Dated as of June 28, 2013, (incorporated by reference to Exhibit 10.1 to Amendment no. 1 to the Company’s Quarterly
Report on Form 10-Q/A for the quarterly period ended June 30, 2013).
|
|
|
10.5
|
Second Amended and Restated Limited
Liability Company Agreement of 111 West 57
th
Investment, LLC
dated December 19, 2014
(incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014).
|
10.6
|
Agreement between Mr. Richard A.
Bianco, the Company’s Chairman President and Chief Executive Officer (“Mr. R. A. Bianco”) and the Company for Mr. R. A. Bianco
to provide to the Company a financial commitment in the form of a line of credit up to ten million
dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to the 111 West 57th Property (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K
for the annual period ending December 31, 2016).
|
|
10.7
|
Litigation Funding Agreement dated
September 2017, between Mr. R. A. Bianco, and the Company
(incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K dated September 26, 2017 and Exhibit 10.3 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ending September 30, 2017).
|
|
10.8
|
August 31, 2012, Supervisory Goodwill
Settlement Agreement
(originally filed as Exhibit 99 to the Company’s Current Report on Form 8-K filed on October 22, 2012 and incorporated by reference herein).
|
|
14
|
AmBase Corporation - Code of Ethics
as adopted by Board of Directors (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
|
|
Subsidiaries of the Registrant.
|
||
Rule 13a-14(a) Certification of Chief Executive Officer Pursuant to Rule 13a-14.
|
||
Rule 13a-14(a) Certification of Chief Financial Officer Pursuant to Rule 13a-14.
|
*
|
filed herewith.
|
/s/RICHARD A. BIANCO
Chairman, President,
Chief Executive Officer and Director
Date: March 27, 2019
|
/s/JOHN FERRARA
Vice President, Chief Financial Officer
and Controller
(Principal Financial and Accounting Officer)
Date: March 27, 2019
|
/s/ALESSANDRA F. BIANCO
Director
Date: March 27, 2019
|
/s/RICHARD A. BIANCO, JR.
Director
Date: March 27, 2019
|
/s/JERRY Y. CARNEGIE
Director
Date: March 27, 2019
|
/s/KENNETH M. SCHMIDT
Director
Date: March 27, 2019
|
DIRECTORS AND OFFICERS
|
||||
Board of Directors
|
||||
Richard A. Bianco
Chairman, President and
Chief Executive Officer
AmBase Corporation
|
Alessandra F. Bianco
Senior Officer
BARC Investments, LLC
|
Richard A. Bianco, Jr.
Employee AmBase
Corporation & Officer
BARC Investments, LLC
|
Jerry Y. Carnegie
Private Investor
|
Kenneth M. Schmidt
Private Investor
|
AmBase
Officers
|
||||
Richard A. Bianco
Chairman, President and
Chief Executive Officer
|
John Ferrara
Vice President,
Chief Financial Officer
and Controller
|
Joseph R. Bianco
Treasurer
|
Annual Meeting of Stockholders
The 2019 Annual Meeting is currently scheduled to be held at 9:00 a.m. Eastern Time, on Thursday, June 6, 2019, at:
Hyatt Regency Hotel
1800 East Putnam Avenue
Greenwich, CT 06870
|
Corporate
Headquarters
AmBase Corporation
One South Ocean Boulevard, Suite 301
Boca Raton, FL 33432
(201) 265-0169
|
|
Common Stock Trading
AmBase stock is traded through one or more market-makers with quotations made available on the over-the-counter market.
Issue:
Common
Stock
Abbreviation:
AmBase
Ticker Symbol:
ABCP.OB
Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
6201 15
th
Avenue
Brooklyn, NY 11219
Attention: Shareholder Services
(800) 937-5449 or (718) 921-8200 Ext. 6820
|
Stockholder Inquiries
Stockholder inquiries, including requests for the following: (i) change of address; (ii) replacement of lost stock certificates; (iii)
Common Stock name registration changes; (iv) Quarterly Reports on Form 10-Q; (v) Annual Reports on Form 10-K; (vi) proxy material; and (vii) information regarding stockholdings, should be directed to:
American Stock Transfer & Trust Co. LLC
6201 15
th
Ave.
Brooklyn, NY 11219
Attention: Shareholder Services
(800) 937-5449 or (718) 921-8200 Ext. 6820
In addition, the Company’s public reports, including Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Proxy Statements,
can be obtained through the Securities and Exchange Commission EDGAR Database over the World Wide Web at www.sec.gov.
|
|
Independent Registered Public Accountants
Marcum LLP
Maritime Center
555 Long Wharf Drive
New Haven, CT 06511
|
Number of Stockholders
As of February 28, 2019, there were,
approximately 8,200 stockholders.
|
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