AmBase (ABCP) 10-Q 8 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 31, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	AMBASE CORP
Entity Central Index Key	20,639
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		40,737,751
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating expenses:
Compensation and benefits	$ 382	$ 448	$ 1,212	$ 1,481
Professional and outside services	482	54	784	206
Property operating and maintenance	31	26	93	96
Depreciation	12	12	36	36
Insurance	45	41	126	114
Other operating	59	104	153	238
Total operating expenses	1,011	685	2,404	2,171
Operating income (loss)	(1,011)	(685)	(2,404)	(2,171)
Interest income	0	0	0	0
Realized gains (losses) on sales of investment securities	0	0	0	0
Other income	128	0	128	0
Equity income (loss) - 111 West 57th Partners LLC	(49)	(794)	(549)	(1,331)
Income (loss) before income taxes	(932)	(1,479)	(2,825)	(3,502)
Income tax expense (benefit)	(220)	38	(150)	105
Net income (loss)	(712)	(1,517)	(2,675)	(3,607)
Less: net income (loss) attributable to non-controlling interest	0	0	0	(34)
Net income (loss) attributable to controlling interest	$ (712)	$ (1,517)	$ (2,675)	$ (3,573)
Net income (loss) per common share - basic (in dollars per share)	$ (0.02)	$ (0.04)	$ (0.07)	$ (0.09)
Net income (loss) per common share - assuming dilution (in dollars per share)	$ (0.02)	$ (0.04)	$ (0.07)	$ (0.09)
Weighted average common shares outstanding - basic (in shares)	40,738	40,738	40,738	40,738
Weighted average common shares outstanding - assuming dilution (in shares)	40,738	40,738	40,738	40,738

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Assets:
Cash and cash equivalents	$ 1,102	$ 3,303
Real estate owned:
Land	554	554
Buildings	1,900	1,900
Real estate owned, gross	2,454	2,454
Less: accumulated depreciation	762	726
Real estate owned, net	1,692	1,728
Investment in 111 West 57th Partners LLC	63,796	64,345
Other assets	429	258
Total assets	67,019	69,634
Liabilities:
Accounts payable and accrued liabilities	616	556
Other liabilities	0	0
Total liabilities	616	556
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock ($0.01 par value, 85,000 authorized in 2016 and 200,000 authorized in 2015, 46,410 issued and 40,738 outstanding in 2016 and 46,410 issued and 40,738 outstanding in 2015)	464	464
Additional paid-in capital	548,304	548,304
Accumulated deficit	(477,197)	(474,522)
Treasury stock, at cost - 2016 - 5,672 shares and 2015 - 5,672 shares	(5,168)	(5,168)
Total stockholders' equity	66,403	69,078
Total liabilities and stockholders' equity	$ 67,019	$ 69,634

Condensed Consolidated Balance4

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2016	Dec. 31, 2015
Stockholders' equity:
Par value (in dollars per share)	$ 0.01	$ 0.01
Shares authorized (in shares)	85,000	200,000
Shares issued (in shares)	46,410	46,410
Shares outstanding (in shares)	40,738	40,738
Treasury stock, at cost (in shares)	5,672	5,672

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ (2,675)	$ (3,607)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation	36	36
Other income	(128)	0
Equity (income) loss - 111 West 57th Partners LLC	549	1,331
Changes in operating assets and liabilities:
Other assets	(306)	(53)
Accounts payable and accrued liabilities	60	27
Other liabilities	0	0
Net cash provided (used) by operating activities	(2,464)	(2,266)
Cash flows from investing activities:
Equity investment - 111 West 57th Partners LLC	0	(6,911)
Return of equity investment - 111 West 57th Partners LLC	0	11,699
Non-controlling interest contribution	0	5,768
Return of non-controlling interest contribution	0	(9,868)
Proceeds from (investment in) real estate limited partnership	263	18
Net cash provided (used) by investing activities	263	706
Net change in cash and cash equivalents	(2,201)	(1,560)
Cash and cash equivalents at beginning of period	3,303	5,299
Cash and cash equivalents at end of period	1,102	3,739
Supplemental cash flow disclosure:
Income taxes paid	$ 103	$ 109

The Company and Basis of Presen

The Company and Basis of Presentation	9 Months Ended
	Sep. 30, 2016
The Company and Basis of Presentation [Abstract]
The Company and Basis of Presentation	Note 1 – The Company and Basis of Presentation The accompanying condensed consolidated financial statements of AmBase Corporation and subsidiaries ("AmBase" or the "Company") are unaudited and subject to year-end adjustments. All material intercompany transactions and balances have been eliminated. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments unless otherwise disclosed, necessary for a fair presentation of the Company's consolidated financial position, results of operations and cash flows. Results for interim periods are not necessarily indicative of results for the full year. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that it deems reasonable, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates and assumptions. The unaudited interim condensed consolidated financial statements presented herein are condensed and should be read in conjunction with the Company's consolidated financial statements filed in its Annual Report on Form 10-K for the year ended December 31, 2015. The Company's assets currently consist primarily of cash and cash equivalents, an equity investment in a real estate development property and real estate owned. The Company earns non-operating revenue consisting principally of investment earnings on cash equivalents. As further discussed in Note 4 th th A fundamental principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying condensed consolidated financial statements assuming the Company will continue as a going concern. The Company has incurred operating losses and used cash for operating activities for the past several years. The Company has also made significant investments in the 111 West 57th Street Property since 2013. 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 currently available cash resources together with the line of credit from Mr. Bianco as noted below, may not be sufficient to cover operating expenses through the twelve month period from the financial statement reporting date. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed 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 of assets and liabilities which might be necessary should the Company not continue in operation. Over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured. In order to continue on a long-term basis, the Company must raise additional capital through the sale of assets or long term borrowings. In May 2016, the Company and Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") entered into an agreement for Mr. R. A. Bianco to provide to the Company, a secured working capital line of credit of up to one million dollars ($1,000,000) or additional amount(s) as may be necessary and agreed to on an as needed basis, if and when necessary, subject to customary and market terms and conditions to be agreed upon at such time.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies New accounting pronouncements There are no new accounting pronouncements that would likely materially affect the Company's condensed consolidated financial statements.

Real Estate Owned

Real Estate Owned	9 Months Ended
	Sep. 30, 2016
Real Estate Owned [Abstract]
Real Estate Owned	Note 3 – Real Estate Owned Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company. A portion of the building is utilized by the Company for office space; the remaining space is currently unoccupied and available for lease. Depreciation expense for the building is calculated on a straight-line basis. Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows: September 30, 2016 Area of building in square feet 14,500 Square feet utilized by Company 3,500 Number of years depreciation is based upon 39 Although the portion of the building not being utilized by the Company is currently unoccupied and available for lease, based on the Company's analysis, the Company believes the property's fair value exceeds the property's current carrying value. The Company's impairment analysis includes a comprehensive range of factors including but not limited to: the location of the property; property condition; current market conditions; comparable sales; current market rents in the area; new building zoning restrictions; raw land values; new building construction costs; building operating costs; leasing values; and cap rates for comparable buildings in the area. Varying degrees of weight are given to each factor. Based on the Company's analysis these factors, taken together and/or considered individually, form the basis for the Company's analysis that no impairment condition exists. The Company performs impairment tests on a regular basis and if events or circumstances indicate that the property's carrying value may not be recoverable. Based on the Company's analysis, the Company believes the carrying value of the real estate owned as of September 30, 2016, has not been impaired; and therefore, the carrying value of the asset is fully recoverable by the Company. The building is carried at cost, net of accumulated depreciation.

Investment in 111 West 57th Par

Investment in 111 West 57th Partners LLC	9 Months Ended
	Sep. 30, 2016
Investment in 111 West 57th Partners LLC [Abstract]
Investment in 111 West 57th Partners LLC	Note 4 – Investment in 111 West 57 th On June 28, 2013, 111 West 57 th th th th th th th th Amounts relating to the Company's initial investment and other information relating to the 111 West 57 th ($ 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 On June 30, 2015, 111 West 57 th th th th th Information relating to the June 30, 2015 financing for 111 West 57 th (in thousands) Financing obtained by 111 West 57 th $ 725,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000 In July 2015, based on available net proceeds received from the financing and equity previously invested in the project, funds were distributed to the members of 111 West 57 th th th Information relating to the July 2015 Distribution is as follows: (in thousands) Distribution attributable to Company's investment $ 11,699 Distribution retained by the Company, net of amounts repaid to Capital LLC $ 1,831 The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor. Additionally, the JV Agreement provides that (i) Mr. Richard A. Bianco (the Company's current Chairman, President and Chief Executive Officer) ("Mr. R. A. Bianco"), his immediate family, and/or any limited liability company wholly-owned thereby, and/or a trust in which Mr. R. A. Bianco and/or his immediate family is the beneficiary, shall at all times own, in the aggregate, not less than 20% of the outstanding shares of AmBase; and (ii) Mr. R. A. Bianco shall remain the Chairman of the Board of Directors of AmBase for the duration of the JV Agreement. In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10% subordinated participation interest in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57 th , During 2014, in connection with the funding of additional capital calls under the JV Agreement for required borrowing and development costs for the 111 West 57 th th th Capital contributed by Capital LLC in December 2014 and April 2015, which was fully repaid as part of the July 2015 Distribution, was as follows: (in thousands) Capital contributed by Capital LLC $ 9,868 As part of the July 2015 Distribution, Capital LLC was repaid the full amount of its capital investment. Additional amounts may still be payable to Capital LLC based on investment returns received on the 111 West 57 th Pursuant to various capital contribution requests in December 2014, February 2015 and April 2015, the Company was requested to contribute funds to the Joint Venture (the "Capital Contribution Requests"). The Company chose to contribute only a portion of the amounts requested pursuant to the Capital Contribution Requests. The remaining amounts requested pursuant to the Capital Contribution Requests (not funded by the Company) were contributed by either the Sponsor, which deemed its capital contributions on behalf of the Company to be Shortfall Capital Contributions ("Shortfall Capital Contributions") or by the Company from Capital LLC, pursuant to the terms of the Second Amended and Restated Investment Operating Agreement as noted herein. The Company made additional capital contributions to the Joint Venture as indicated below: (in thousands) Nine Months Ended September 30, 2016 Capital contributions $ - In accordance with the JV Agreement, Shortfall Capital Contributions may be treated either as a member loan or as a dilutive capital contribution by the funding party valued at one and one-half times the amount actually contributed. The Sponsor deemed the Shortfall Capital Contributions as dilutive capital contributions to the Company. The Company believes in accordance with the terms of the agreements, a portion of the Shortfall Capital Contribution amounts should be treated as a member loan, therefore, resulting in no dilution to the Company. The Sponsor contends that the Capital Contribution Requests, if taken together, would cause the Company to be diluted to approximately 48%. The parties are currently in discussions with regard to the calculation of the revised investment percentages resulting from the Capital Contribution Requests, along with the treatment and allocation of these Shortfall Capital Contribution amounts. In April 2016, the Company filed an action in New York State Supreme Court against the Sponsors, et al., pursuant to which the Company is seeking compensatory damages, as well as punitive damages and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions. For additional information, see Note 9 – Legal Proceedings. The Company has recorded the investment in 111 West 57 th th th th th The following tables present summarized financial information for the Company's equity method investment in 111 West 57 th th (in thousands) Assets: September 30, 2016 December 31, 2015 Real estate held for development, net $ 535,734 $ 440,370 Escrow deposits 9,400 9,400 Other assets 16,665 26,827 Total assets $ 561,799 $ 476,597 Liabilities: Loans payable $ 422,584 $ 340,693 Other liabilities 18,668 14,447 Total liabilities 441,252 355,140 Equity: Total members' equity 120,547 121,457 Total liabilities and members' equity $ 561,799 $ 476,597 (in thousands) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Rental income $ - $ - $ - $ - Expenses 81 1,316 910 2,206 Net income (loss) $ (81 ) $ (1,316 ) $ (910 ) $ (2,206 )

Savings Plan

Savings Plan	9 Months Ended
	Sep. 30, 2016
Savings Plan [Abstract]
Savings Plan	Note 5 – Savings Plan The Company sponsors the AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k) Plan" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). The Savings Plan permits eligible employees to make contributions of up to a percentage of their compensation, which are matched by the Company at a percentage of the employees' elected deferral. Employee contributions to the Savings Plan are invested at the employee's discretion, in various investment funds. The Company's matching contributions are invested in the same manner as the compensation reduction contributions. All contributions are subject to maximum limitations contained in the Code. The Company's matching contributions to the Savings Plan, charged to expense, were as follows: ($ in thousands Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Company matching contributions $ - $ - $ 25 $ 30 Employer match % 33 % 33 % 33 % 33 %

Common Stock Repurchase Plan

Common Stock Repurchase Plan	9 Months Ended
	Sep. 30, 2016
Common Stock Repurchase Plan [Abstract]
Common Stock Repurchase Plan	Note 6 – Common Stock Repurchase Plan The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of its common stock in the open market. The Repurchase Plan is conditioned upon favorable business conditions and acceptable prices for the common stock. Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise. Depending on market conditions and other factors, purchases may be commenced or suspended any time or from time to time without prior notice. Pursuant to the Repurchase Plan the Company repurchased shares of common stock from unaffiliated parties at various dates at market prices at their time of purchase, including broker commissions. Information relating to the Repurchase Plan is as follows: (in thousands Nine Months Ended September 30, 2016 Common shares repurchased to treasury during period - Aggregate cost of shares repurchased during period $ - (in thousands) September 30, 2016 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

Incentive Plans

Incentive Plans	9 Months Ended
	Sep. 30, 2016
Incentive Plans [Abstract]
Incentive Plans	Note 7 – Incentive Plans Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares") through May 28, 2018. A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, and awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for the issuance of Restricted Stock Awards and Merit Awards. Such shares shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant. In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), Options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options. The fair values of option awards are estimated on the date of grant using the Black-Scholes-Merton option valuation model ("Black-Scholes") that uses certain assumptions at the time of valuation. Expected volatilities are based on historical volatility of the Company's stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is estimated based on the contractual lives of option grants, option vesting period and historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury bond yield in effect at the time of grant. The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions utilized represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from the amounts previously recorded. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be materially different. The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of accounting principles generally accepted in the United States of America and reflects all substantive characteristics of the instruments being valued. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, and given the substantial changes in the price per share of the Company's Common Stock, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. There were no stock option grants during the nine months ended September 30, 2016 and September 30, 2015. No stock options were outstanding at September 30, 2016 or December 31, 2015. Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan and other non-related employee benefit plans is as follows: (in thousands) September 30, 2016 1993 Stock Incentive Plan 4,320 Other employee benefit plan 110 Total common shares reserved for issuance 4,430

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Taxes [Abstract]
Income Taxes	Note 8 – Income Taxes The Company and its domestic subsidiaries file a consolidated federal income tax return. The Company recognizes both the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements, calculated based on the provisions of enacted tax laws, including the tax rates in effect for current and future years. Net deferred tax assets are recognized immediately when a more likely than not criterion is met; that is, a greater than 50% probability exists that the tax benefits will actually be realized sometime in the future. The components of income tax expense (benefit) are as follows: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Federal – current $ - $ - $ - $ - State – current (220 ) 38 (150 ) 105 Total current (220 ) 38 (150 ) 105 Federal – deferred - - - - State - deferred - - - - Total deferred - - - - Income tax expense (benefit) $ (220 ) $ 38 $ (150 ) $ 105 A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Tax at statutory federal rate 35.0% 35.0% 35.0% 35.0% State income taxes (23.6) 2.8 (5.3) 3.0 Permanent differences - - - - Other - - - - Change in valuation allowance (35.0) (35.0) (35.0) (35.0) Effective income tax rate (23.6)% 2.8% (5.3)% 3.0% The Company has not been notified of any potential tax audits by any federal, state or local tax authorities. As such, the Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2013. Interest and/or penalties related to underpayments of income taxes, or on uncertain tax positions, if applicable, would be included as a component of income tax expense (benefit). The accompanying financial statements do not include any amounts for penalties. State income tax amounts for the three months and nine months ended September 30, 2016, reflect a net benefit related to current year and prior year state tax true-ups. State income tax amounts for the three months and nine months ended September 30, 2015, reflect a provision for a tax on capital imposed by the state jurisdictions. The utilization of certain carryforwards and carrybacks is subject to limitations under U.S. federal income tax laws. Based on the Company's federal tax returns as filed, the Company estimates it has federal NOL carryforwards and federal alternative minimum tax credit carryforwards ("AMT Credits"), available to reduce future federal taxable income which would expire if unused, as indicated below. The federal NOL carryforwards as of December 31, 2015 are as follows: 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 $ 36,800,000 AMT Credits available which are not subject to expiration are as follows: Amount AMT Credits $ 21,000,000 Based on the Company's state tax returns as filed, the Company estimates that it has state NOL carryforwards available to reduce future state taxable income, which would expire if unused, as indicated below. The state NOL carryforwards as of December 31, 2015,are as follows: Tax Year Originating Tax Year Expiring Amount 2011 2031 $ 1,900,000 2013 2033 3,400,000 2014 2034 4,700,000 2015 2035 1,800,000 $ 11,800,000 The Company has calculated a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows: September 30, 2016 December 31, 2015 Deferred tax asset $ 36,500,000 $ 34,500,000 Valuation allowance (36,500,000 ) (34,500,000 ) Net deferred tax asset recognized $ - $ - A valuation allowance has been established for the entire deferred tax asset, as management has no basis to conclude that realization is more likely than not. Management does not believe that any significant changes in unrecognized income tax benefits are expected to occur over the next year.

Legal Proceedings

Legal Proceedings	9 Months Ended
	Sep. 30, 2016
Legal Proceedings [Abstract]
Legal Proceedings	Note 9 – Legal Proceedings From time to time, the Company and its subsidiaries may be named as a defendant in various lawsuits or proceedings. At the current time, except as set forth below, the Company is unaware of any legal proceedings pending against the Company. The Company intends to aggressively contest all litigation and contingencies, as well as pursue all sources for contributions to settlements. The Company is a party to a lawsuit as follows: AmBase v. 111 West 57 th Sponsor LLC, et al. In April 2016, the Company initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No . 652301/2016, against defendants 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, KM Equity LLC, Kevin Maloney, Matthew Phillips, Michael Stern, and Ned White (collectively, "Defendants") and nominal defendant 111 West 57th Investment LLC. AmBase alleges in this action that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57 th Partners, to develop the 111 West 57 th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. The complaint also alleges that defendants have failed to honor the exercise of AmBase's equity put right. AmBase is seeking compensatory damages, as well as punitive damages and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions received by the Defendants. The complaint in this action has been filed and discovery is in the initial stages.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity [Abstract]
Stockholders Equity	Note 10 - Stockholders' Equity Authorized common stock consists of the following: (shares in thousands) September 30, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 85,000 200,000 Issued shares 46,410 46,410 Outstanding shares 40,738 40,738 Authorized cumulative preferred stock consists of the following: (shares in thousands) September 30, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 20,000 50,000 Issued shares - - Outstanding shares - - At the Company's June 2, 2016 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to reduce the number of authorized shares of the Company's common stock and cumulative preferred stock as noted above.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events The Company has performed a review of events subsequent to the balance sheet dated September 30, 2016, through the report issuance date.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]
New Accounting Pronouncements	New accounting pronouncements There are no new accounting pronouncements that would likely materially affect the Company's condensed consolidated financial statements.

Real Estate Owned (Tables)

Real Estate Owned (Tables)	9 Months Ended
	Sep. 30, 2016
Real Estate Owned [Abstract]
Real Estate Owned	Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows: September 30, 2016 Area of building in square feet 14,500 Square feet utilized by Company 3,500 Number of years depreciation is based upon 39

Investment in 111 West 57th P19

Investment in 111 West 57th Partners LLC (Tables)	9 Months Ended
	Sep. 30, 2016
Investment in 111 West 57th Partners LLC [Abstract]
Initial Investment and Other Information Relating to the 111 West 57th Property	Amounts relating to the Company's initial investment and other information relating to the 111 West 57 th ($ 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
Information Relating to Financing for 111 West 57th Partners	Information relating to the June 30, 2015 financing for 111 West 57 th (in thousands) Financing obtained by 111 West 57 th $ 725,000 Annaly CRE LLC initial mortgage and acquisition loan repaid $ 230,000
Information Relating to the July 2015 Distribution	Information relating to the July 2015 Distribution is as follows: (in thousands) Distribution attributable to Company's investment $ 11,699 Distribution retained by the Company, net of amounts repaid to Capital LLC $ 1,831
Capital Contributed by Capital LLC and fully repaid	Capital contributed by Capital LLC in December 2014 and April 2015, which was fully repaid as part of the July 2015 Distribution, was as follows: (in thousands) Capital contributed by Capital LLC $ 9,868
Capital Contributions to the Joint Venture	The Company made additional capital contributions to the Joint Venture as indicated below: (in thousands) Nine Months Ended September 30, 2016 Capital contributions $ -
Equity Method Investments	The following tables present summarized financial information for the Company's equity method investment in 111 West 57 th th (in thousands) Assets: September 30, 2016 December 31, 2015 Real estate held for development, net $ 535,734 $ 440,370 Escrow deposits 9,400 9,400 Other assets 16,665 26,827 Total assets $ 561,799 $ 476,597 Liabilities: Loans payable $ 422,584 $ 340,693 Other liabilities 18,668 14,447 Total liabilities 441,252 355,140 Equity: Total members' equity 120,547 121,457 Total liabilities and members' equity $ 561,799 $ 476,597 (in thousands) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Rental income $ - $ - $ - $ - Expenses 81 1,316 910 2,206 Net income (loss) $ (81 ) $ (1,316 ) $ (910 ) $ (2,206 )

Savings Plan (Tables)

Savings Plan (Tables)	9 Months Ended
	Sep. 30, 2016
Savings Plan [Abstract]
Matching Contributions to Savings Plan	The Company's matching contributions to the Savings Plan, charged to expense, were as follows: ($ in thousands Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Company matching contributions $ - $ - $ 25 $ 30 Employer match % 33 % 33 % 33 % 33 %

Common Stock Repurchase Plan (T

Common Stock Repurchase Plan (Tables)	9 Months Ended
	Sep. 30, 2016
Common Stock Repurchase Plan [Abstract]
Information Relating to Repurchase Plan	Information relating to the Repurchase Plan is as follows: (in thousands Nine Months Ended September 30, 2016 Common shares repurchased to treasury during period - Aggregate cost of shares repurchased during period $ - (in thousands) September 30, 2016 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

Incentive Plans (Tables)

Incentive Plans (Tables)	9 Months Ended
	Sep. 30, 2016
Incentive Plans [Abstract]
Common Stock Reserved for Issuance Under Stock Option and Other Non-related Employee Benefit Plans	Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan and other non-related employee benefit plans is as follows: (in thousands) September 30, 2016 1993 Stock Incentive Plan 4,320 Other employee benefit plan 110 Total common shares reserved for issuance 4,430

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2016
Income Taxes [Abstract]
Components of Income Tax Expense (Benefit)	The components of income tax expense (benefit) are as follows: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Federal – current $ - $ - $ - $ - State – current (220 ) 38 (150 ) 105 Total current (220 ) 38 (150 ) 105 Federal – deferred - - - - State - deferred - - - - Total deferred - - - - Income tax expense (benefit) $ (220 ) $ 38 $ (150 ) $ 105
Income Tax Reconciliation	A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Tax at statutory federal rate 35.0% 35.0% 35.0% 35.0% State income taxes (23.6) 2.8 (5.3) 3.0 Permanent differences - - - - Other - - - - Change in valuation allowance (35.0) (35.0) (35.0) (35.0) Effective income tax rate (23.6)% 2.8% (5.3)% 3.0%
Alternate Minimum Tax Credit Carryforwards	AMT Credits available which are not subject to expiration are as follows: Amount AMT Credits $ 21,000,000
Calculation of Net Deferred Tax Assets from NOL Carryforwards	The Company has calculated a deferred tax asset arising primarily from NOL carryforwards and AMT credits as follows: September 30, 2016 December 31, 2015 Deferred tax asset $ 36,500,000 $ 34,500,000 Valuation allowance (36,500,000 ) (34,500,000 ) Net deferred tax asset recognized $ - $ -
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards	The federal NOL carryforwards as of December 31, 2015 are as follows: 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 $ 36,800,000
State [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards	The state NOL carryforwards as of December 31, 2015,are as follows: Tax Year Originating Tax Year Expiring Amount 2011 2031 $ 1,900,000 2013 2033 3,400,000 2014 2034 4,700,000 2015 2035 1,800,000 $ 11,800,000

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity [Abstract]
Authorized Common Stock and Cumulative Preferred Stock	Authorized common stock consists of the following: (shares in thousands) September 30, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 85,000 200,000 Issued shares 46,410 46,410 Outstanding shares 40,738 40,738 Authorized cumulative preferred stock consists of the following: (shares in thousands) September 30, 2016 December 31, 2015 Par value $ 0.01 $ 0.01 Authorized shares 20,000 50,000 Issued shares - - Outstanding shares - -

The Company and Basis of Pres25

The Company and Basis of Presentation (Details)	May 31, 2016USD ($)
R. A. Bianco [Member] | Line of Credit [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 1,000,000

Real Estate Owned (Details)

Real Estate Owned (Details) - Commercial Office Building [Member]	9 Months Ended
	Sep. 30, 2016ft²
Property, Plant And Equipment [Line Items]
Area of building in square feet	14,500
Square feet utilized by Company	3,500
Number of years depreciation is based upon	39 years

Investment in 111 West 57th P27

Investment in 111 West 57th Partners LLC (Details)	Jul. 31, 2015USD ($)	Jun. 30, 2015USD ($)	Jul. 31, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)	Jun. 28, 2013USD ($)ft²
Investment in 111 West 57th Partners LLC [Abstract]
Company's aggregate initial investment									$ 57,250,000
Company's aggregate initial membership interest percentage									60.30%
Other members and Sponsor initial investment									$ 37,750,000
Approximate gross square feet of project | ft²									346,000
Financing obtained by 111 W 57th Partners		$ 725,000,000
Annaly CRE LLC initial mortgage and acquisition loan repaid		$ 230,000,000
Distribution attributable to Company's investment	$ 11,699,000
Distribution retained by the Company, net of amounts repaid to Capital LLC	$ 1,831,000
Capital contributed by Capital LLC			$ 9,868,000			$ 0	$ 9,868,000
Term of loan						4 years
Extension option of loan						1 year
Description of partnership agreement distribution						The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor.
Subordinated participation interest to CEO				10.00%		10.00%
Percentage of distribution on company's initial investment to be received prior to CEO receiving percentage distribution						150.00%
Noncontrolling Interest [Line Items]
Capital contributions						$ 0
Valuation of shortfall capital contribution as multiple of amount actually contributed						1.5
Sponsor calculation of investment LLC aggregate investment percentage after dilution						48.00%
Difference between the Company's carrying amount and the underlying equity				$ 867,000		$ 867,000
Impairment on the Company's equity method investments						0		$ 0
Assets [Abstract]
Real estate held for development, net				535,734,000		535,734,000		440,370,000
Escrow deposits				9,400,000		9,400,000		9,400,000
Other assets				16,665,000		16,665,000		26,827,000
Total assets				561,799,000		561,799,000		476,597,000
Liabilities [Abstract]
Loans payable				422,584,000		422,584,000		340,693,000
Other liabilities				18,668,000		18,668,000		14,447,000
Total liabilities				441,252,000		441,252,000		355,140,000
Equity [Abstract]
Total members' equity				120,547,000		120,547,000		121,457,000
Total liabilities and members' equity				561,799,000		561,799,000		$ 476,597,000
Income (Loss) [Abstract]
Rental income				0	$ 0	0	0
Expenses				81,000	1,316,000	910,000	2,206,000
Net income (loss)				$ (81,000)	$ (1,316,000)	$ (910,000)	$ (2,206,000)
Minimum [Member]
Noncontrolling Interest [Line Items]
Percentage of outstanding shares to be owned by CEO						20.00%
Investment LLC [Member] | Capital LLC [Member]
Noncontrolling Interest [Line Items]
Terms of distributions to Capital LLC								available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement as noted above), second to the Company until it has received 150% of its capital, and; thereafter, available cash is split 10/90 with 10% going to Mr. R.A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance.

Savings Plan (Details)

Savings Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Matching contributions to savings plan charged to expense [Abstract]
Company matching contributions	$ 0	$ 0	$ 25	$ 30
Employer match percentage	33.00%	33.00%	33.00%	33.00%

Common Stock Repurchase Plan (D

Common Stock Repurchase Plan (Details) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)shares
Common Stock Repurchase Plan [Abstract]
Common shares repurchased to treasury during period (in shares)	0
Aggregate cost of shares repurchased during period | $	$ 0
Total number of common shares authorized for repurchase (in shares)	10,000
Total number of common shares repurchased to date (in shares)	6,226
Total number of shares that may yet be repurchased (in shares)	3,774

Incentive Plans (Details)

Incentive Plans (Details) - shares shares in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Incentive Plans [Abstract]
Number of stock options granted (in shares)	0		0
Number of stock options outstanding (in shares)	0	0
Common stock reserved for issuance [Line Items]
Common shares reserved for issuance (in shares)	4,430
1993 Stock Incentive Plan [Member]
Common stock reserved for issuance [Line Items]
Common shares reserved for issuance (in shares)	4,320
Other Employee Benefit Plan [Member]
Common stock reserved for issuance [Line Items]
Common shares reserved for issuance (in shares)	110

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Components of income tax expense (benefit) [Abstract]
Federal - current	$ 0	$ 0	$ 0	$ 0
State - current	(220,000)	38,000	(150,000)	105,000
Total current	(220,000)	38,000	(150,000)	105,000
Federal - deferred	0	0	0	0
State - deferred	0	0	0	0
Total deferred	0	0	0	0
Income tax expense (benefit)	$ (220,000)	$ 38,000	$ (150,000)	$ 105,000
Reconciliation of federal statutory rate to effective income tax rate [Abstract]
Tax at statutory federal rate	35.00%	35.00%	35.00%	35.00%
State income taxes	(23.60%)	2.80%	(5.30%)	3.00%
Permanent differences	0.00%	0.00%	0.00%	0.00%
Other	0.00%	0.00%	0.00%	0.00%
Change in valuation allowance	(35.00%)	(35.00%)	(35.00%)	(35.00%)
Effective income tax rate	(23.60%)	2.80%	(5.30%)	3.00%
Operating Loss Carryforwards [Line Items]
AMT Credits	$ 21,000,000		$ 21,000,000
Net deferred tax asset arising primarily from NOL carryforwards and AMT credits [Abstract]
Deferred tax asset	36,500,000		36,500,000		$ 34,500,000
Valuation allowance	(36,500,000)		(36,500,000)		(34,500,000)
Net deferred tax asset recognized	0		0		$ 0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	36,800,000		36,800,000
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	11,800,000		$ 11,800,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2006 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,006
Tax year expiring			2,026
Operating loss carryforwards, amount	500,000		$ 500,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2007 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,007
Tax year expiring			2,027
Operating loss carryforwards, amount	12,700,000		$ 12,700,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2008 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,008
Tax year expiring			2,028
Operating loss carryforwards, amount	4,600,000		$ 4,600,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2009 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,009
Tax year expiring			2,029
Operating loss carryforwards, amount	2,400,000		$ 2,400,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2010 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,010
Tax year expiring			2,030
Operating loss carryforwards, amount	1,900,000		$ 1,900,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2011 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,011
Tax year expiring			2,031
Operating loss carryforwards, amount	1,900,000		$ 1,900,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2013 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,013
Tax year expiring			2,033
Operating loss carryforwards, amount	3,700,000		$ 3,700,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2014 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,014
Tax year expiring			2,034
Operating loss carryforwards, amount	4,900,000		$ 4,900,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax year 2015 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,015
Tax year expiring			2,035
Operating loss carryforwards, amount	4,200,000		$ 4,200,000
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2011 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,011
Tax year expiring			2,031
Operating loss carryforwards, amount	1,900,000		$ 1,900,000
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2013 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,013
Tax year expiring			2,033
Operating loss carryforwards, amount	3,400,000		$ 3,400,000
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2014 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,014
Tax year expiring			2,034
Operating loss carryforwards, amount	4,700,000		$ 4,700,000
Originated Loss Carryforwards [Member] | State [Member] | Tax year 2015 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2,015
Tax year expiring			2,035
Operating loss carryforwards, amount	$ 1,800,000		$ 1,800,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares shares in Thousands	Sep. 30, 2016	Dec. 31, 2015
Common Stock [Abstract]
Par value (in dollars per share)	$ 0.01	$ 0.01
Shares authorized (in shares)	85,000	200,000
Shares issued (in shares)	46,410	46,410
Shares outstanding (in shares)	40,738	40,738
Cumulative Preferred Stock [Abstract]
Par value (in dollars per share)	$ 0.01	$ 0.01
Shares authorized (in shares)	20,000	50,000
Shares issued (in shares)	0	0
Shares outstanding (in shares)	0	0