AmBase (ABCP) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	1-7265
Entity Registrant Name	AMBASE CORPORATION
Entity Central Index Key	0000020639
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-2962743
Entity Address, Address Line One	7857 WEST SAMPLE ROAD, SUITE 134
Entity Address, City or Town	CORAL SPRINGS
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33065
City Area Code	201
Local Phone Number	265-0169
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		40,737,751

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Compensation and benefits	$ 323	$ 336	$ 1,055	$ 1,083
Professional and outside services	858	289	2,399	1,408
Property operating and maintenance	7	1	17	16
Insurance	95	63	210	197
Other operating	18	32	59	57
Total operating expenses	1,301	721	3,740	2,761
Operating income (loss)	(1,301)	(721)	(3,740)	(2,761)
Interest income	1	4	2	5
Interest expense	99	0	150	0
Income (loss) before income taxes	(1,399)	(717)	(3,888)	(2,756)
Income tax expense (benefit)	0	0	0	1
Net income (loss)	$ (1,399)	$ (717)	$ (3,888)	$ (2,757)
Net income (loss) per common share - basic (in dollars per share)	$ (0.03)	$ (0.02)	$ (0.1)	$ (0.07)
Weighted average common shares outstanding - basic (in shares)	40,738	40,738	40,738	40,738

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets:
Cash and cash equivalents	$ 23	$ 349
Other assets	0	61
Total assets	23	410
Liabilities:
Accounts payable and accrued liabilities	3,137	1,484
Loan(s) payable - related party	1,848	0
Total liabilities	4,985	1,484
Commitments and contingencies (Note 6)
Stockholders' equity (deficit):
Common stock ($0.01 par value, 85,000 authorized in 2023 and 85,000 authorized in 2022, 46,410 issued and 40,738 outstanding in 2023 and 46,410 issued and 40,738 outstanding in 2022)	464	464
Additional paid-in capital	548,304	548,304
Accumulated deficit	(548,562)	(544,674)
Treasury stock, at cost - 2023 - 5,672 shares; and 2022 - 5,672 shares	(5,168)	(5,168)
Total stockholders' equity (deficit)	(4,962)	(1,074)
Total liabilities and stockholders' equity (deficit)	$ 23	$ 410

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2023	Dec. 31, 2022
Stockholders' equity (deficit):
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	85,000	85,000
Common stock, shares issued (in shares)	46,410	46,410
Common stock, shares outstanding (in shares)	40,738	40,738
Treasury stock, at cost (in shares)	5,672	5,672

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Treasury Stock [Member]	Total
Balance at Dec. 31, 2021	$ 464	$ 548,304	$ (541,201)	$ (5,168)	$ 2,399
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	0	0	(1,057)	0	(1,057)
Balance at Mar. 31, 2022	464	548,304	(542,258)	(5,168)	1,342
Balance at Dec. 31, 2021	464	548,304	(541,201)	(5,168)	2,399
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(2,757)
Balance at Sep. 30, 2022	464	548,304	(543,958)	(5,168)	(358)
Balance at Mar. 31, 2022	464	548,304	(542,258)	(5,168)	1,342
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	0	0	(983)	0	(983)
Balance at Jun. 30, 2022	464	548,304	(543,241)	(5,168)	359
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	0	0	(717)	0	(717)
Balance at Sep. 30, 2022	464	548,304	(543,958)	(5,168)	(358)
Balance at Dec. 31, 2022	464	548,304	(544,674)	(5,168)	(1,074)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	0	0	(1,220)	0	(1,220)
Balance at Mar. 31, 2023	464	548,304	(545,894)	(5,168)	(2,294)
Balance at Dec. 31, 2022	464	548,304	(544,674)	(5,168)	(1,074)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(3,888)
Balance at Sep. 30, 2023	464	548,304	(548,562)	(5,168)	(4,962)
Balance at Mar. 31, 2023	464	548,304	(545,894)	(5,168)	(2,294)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	0	0	(1,269)	0	(1,269)
Balance at Jun. 30, 2023	464	548,304	(547,163)	(5,168)	(3,563)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	0	0	(1,399)	0	(1,399)
Balance at Sep. 30, 2023	$ 464	$ 548,304	$ (548,562)	$ (5,168)	$ (4,962)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,399)	$ (1,220)	$ (717)	$ (1,057)	$ (3,888)	$ (2,757)
Changes in operating assets and liabilities:
Other assets					61	(11)
Accounts payable and accrued liabilities					1,653	703
Net cash provided (used) by operating activities					(2,174)	(2,065)
Cash flows from financing activities:
Proceeds from loan(s) payable - related party					1,848	0
Net cash provided (used) by financing activities					1,848	0
Net change in cash and cash equivalents					(326)	(2,065)
Cash and cash equivalents at beginning of period		$ 349		$ 3,003	349	3,003
Cash and cash equivalents at end of period	$ 23		$ 938		23	938
Supplemental cash flow disclosure:
Income taxes refunded (paid)					0	0
Interest expense paid on accounts payable					$ 0	$ 0

The Company and Basis of Presen

The Company and Basis of Presentation and Going Concern	9 Months Ended
	Sep. 30, 2023
The Company and Basis of Presentation and Going Concern [Abstract]
The Company and Basis of Presentation and Going Concern	Note 1 – The Company and Basis of Presentation and Going Concern 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 unaudited 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, 2022. 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 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 unaudited 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. In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital through the sale of equity or debt securities or long term borrowings, which may include additional borrowings from affiliates of the Company, reducing operating expenses, and seeking recoveries from various sources. There can be no assurance that the Company will be able to adequately implement these cash management measures, in whole or in part or raise capital or obtain financing on terms acceptable to the Company, if at all. 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 th th th th For additional information regarding the Company’s recording of an impairment of its equity investment in the 111 West 57 th th Note 3 Note 6 While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57 th

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
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 unaudited condensed consolidated financial statements.

Investment in 111 West 57th Par

Investment in 111 West 57th Partners LLC	9 Months Ended
	Sep. 30, 2023
Investment in 111 West 57th Partners LLC [Abstract]
Investment in 111 West 57th Partners LLC	Note 3 – Investment in 111 West 57 th In June 2013, the Company purchased an equity interest in the 111 West 57 th th th For additional information regarding the Company’s 111 West 57 th th th Note 6 In June 2013, 111 West 57 th th th th th th th th Amounts relating to the Company’s initial June 2013 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 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. 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 the Company’s Chairman, President and Chief Executive Office, Mr. Richard A. Bianco (“Mr. R.A. Bianco”), as a 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 Property. Pursuant to the terms of the Amended and Restated Investment Operating Agreement, Mr. R.A. Bianco has no voting rights with respect to his interest in Investment LLC, and his entitlement to receive 10% of the distributions from Investment LLC is subject to the Company first receiving distributions equal to 150% of the Company’s initial aggregate investment in Investment LLC and the Joint Venture, plus any additional investments by the Company, and only with respect to any distributions thereafter. At the current time, the Company has not expensed nor accrued any amounts relating to this subordinated participation interest, as no amount or range of amounts can be reasonably estimated or assured. 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 th In accordance with the JV Agreement, shortfall capital contributions may be treated either as a member loan or as a dilutive capital contribution as set forth in the JV Agreement. The Sponsor deemed the shortfall capital contributions as dilutive capital contributions to the Company. The Company disagrees with the Sponsor’s investment percentage calculations. The Sponsor has taken the position that the capital contribution requests, if taken together, would have caused the Company’s combined ownership percentage to be diluted below the Company’s initial membership interest percentage. The parties have a dispute 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. On June 30, 2015, 111 West 57 th th th th 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, (“AmBase v. 111 West 57 th Action”). The defendants in that litigation include 111 West 57 th th th th Note 6 In December 2016, the Sponsor proposed for approval a “proposed budget” (the “Proposed Budget”), which the Sponsor claims reflected an increase in other costs resulting in the need for additional funding in order to complete the project. The Company disputes, among other items, the calculation of the percentage increase of hard costs shown in the Proposed Budget. The Company believes the aggregate projected hard costs in the Proposed Budget exceed a contractually stipulated limit as a percentage of the hard costs set forth in the prior approved budget, thus allowing Investment LLC the option to exercise its equity put right as set forth in the JV Agreement (the “Equity Put Right”). Consequently, subsequent to the Sponsor’s presentation of the Proposed Budget, Investment LLC notified the Sponsor that it was exercising its Equity Put Right pursuant to the JV Agreement. The Sponsor refused to honor the exercise of Investment LLC’s Equity Put Right. The Sponsor claims, among other things, that the conditions precedent were not met because it claims that the increase in aggregate hard costs in the Proposed Budget does not exceed the contractually stipulated limit that would allow the exercise of the Equity Put Right. The Company further contends that a portion of the Proposed Budget increases are manager overruns (as defined in the JV Agreement) and thus should be paid for by the Sponsor. The Sponsor denies that the Proposed Budget increases were manager overruns. The Company continues to challenge the nature and substance of the Proposed Budget increases and how they should be treated pursuant to the JV Agreement. The Sponsor claimed that additional borrowings were needed to complete the project. Shortly thereafter, the Sponsor informed the Company that Apollo had indicated that due to budget increases, it believed the current loan was “out of balance” (meaning, according to Apollo, the projected budget exceeds the original budget approved in connection with the loan); and thus 111 West 57 th Around this time, Apollo provided loan forbearances to the borrowers and guarantors in order to allow the Sponsor time (while the building continued to be built) to raise the additional financing that Sponsor claimed would be needed in order to complete the 111 West 57 th On June 30, 2017, Spruce declared an event of default under the Junior Mezzanine Loan and demanded immediate payment of the full outstanding balance of the Junior Mezzanine Loan. Spruce then gave notice to the junior mezzanine borrower that it proposed to accept the pledged collateral (including the joint venture members’ collective interest in the property) in full satisfaction of the joint venture’s indebtedness under the Junior Mezzanine Loan (i.e., a “Strict Foreclosure”). On July 25, 2017, the Company filed a complaint against Spruce and the Sponsor and requested injunctive relief halting the Strict Foreclosure from the New York State Supreme Court for New York County, (the “NY Court”) Index No. 655031/2017, (the “Lender Action”). The defendants in the Lender Action were 111 W57 Mezz Investor, LLC, Spruce Capital Partners LLC, 111 West 57 th th th Note 6 On August 30, 2017, Spruce issued a Notice of Retention of Pledged Collateral in Full Satisfaction of Indebtedness. By purporting to accept the pledged collateral, pursuant to a Strict Foreclosure process, Spruce claims to have completed the retention of the collateral pledged by the junior mezzanine borrower, and therefore, the Company’s interest in the 111 West 57 th th th For additional information regarding the Company’s legal proceedings relating to the 111 West 57 th Note 6 With respect to its disputes and litigation relating to its interest in the 111 West 57 th th The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce’s actions described herein, whether the Sponsor will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57 th th While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57 th

Savings Plan

Savings Plan	9 Months Ended
	Sep. 30, 2023
Savings Plan [Abstract]
Savings Plan	Note 4 - 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 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 the 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, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Company matching contributions $ 9 $ 9 $ 88 $ 81 Employer match % 100 % 100 % 100 % 100 %

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Taxes [Abstract]
Income Taxes	Note 5 - 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 unaudited 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. State income tax amounts for the three and nine months ended September 30, 2022, reflect a provision for a tax on capital imposed by the state jurisdictions. The Company has a deferred tax asset arising primarily from NOL carryforwards. The Company has a full valuation allowance on the deferred tax asset amounts, 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. The Company’s management is continuing to work closely with outside advisors on the Company’s various federal tax return matters for the numerous interrelated tax years. The IRS typically has broad discretion to examine taxpayer tax returns, even after refunds have been paid to taxpayers, which could result in adjustments to AMT credit carryforward amounts refunded. The AMT credit carryforward amounts from prior tax years and related refund(s) received could potentially be subject to IRS or other tax authority audits. The Company cannot predict whether or not the IRS and/or other tax authorities will review the Company’s tax returns filed, to be filed and/or as filed in prior years, and/or if they will seek repayment from the Company of any amounts already refunded as a result of an IRS review, if any. Moreover, applicable provisions of the Code and IRS regulations permit the IRS to challenge Company tax positions and filed returns and seek recovery of refunded amounts or of additional taxes for an extended period of time after such returns are filed. There is risk relating to assumptions regarding the outcome of tax matters, based in whole or in part upon consultation with outside advisors; risk relating to potential unfavorable decisions in tax proceedings; and risks regarding changes in, and/or interpretations of federal and state income tax laws. The Company can give no assurances as to the final outcome of any IRS review, if any, of the AMT credit carryforward refunds received. The Company was a plaintiff in a legal proceeding seeking recovery of damages from the United States Government for the loss of the Company’s wholly-owned subsidiary, Carteret Savings Bank, F.A. (the “SGW Legal Proceedings”). A settlement agreement in the SGW Legal Proceedings between the Company, the Federal Deposit Insurance Corporation-Receiver (“FDIC-R”) and the Department of Justice (“DOJ”) on behalf of the United States of America (the “United States”), was executed (the “SGW 2012 Settlement Agreement”) which was approved by the United States Court of Federal Claims (the “Court of Federal Claims”) in October 2012. On August 6, 2013, Senior Judge Smith issued an opinion which addressed the relief sought by AmBase. In summary, the court held that the Settlement Agreement is a contract and that it entitles the Company to receive both “(1) the amount of the tax consequences resulting from taxation of the damages award plus (2) the tax consequences of receiving the first component.” But the Court of Federal Claims did not award an additional amount for the second component at that time given the remaining uncertainty surrounding the ultimate tax treatment of the settlement proceeds and the gross-up, as well as uncertainty relating to the Company’s future income. The Court of Federal Claims indicated that either the Company or the government is entitled to seek further relief “if, and when, the facts justify it.”

Legal Proceedings

Legal Proceedings	9 Months Ended
	Sep. 30, 2023
Legal Proceedings [Abstract]
Legal Proceedings	Note 6 - 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. However, there can be no assurance that the Company will prevail with respect to any of its claims. The Company is a party to material legal proceedings as follows: AmBase Corp., et al. v. 111 West 57 th th th “ th th th The Defendants filed a motion to dismiss an earlier complaint, and on January 12, 2018, the NY Court issued an opinion allowing some of AmBase’s claims to go forward and dismissing others (“2018 Order”). Among other claims that the NY Court declined to dismiss was AmBase’s claim that the Defendants violated the implied covenant of good faith and fair dealing by frustrating AmBase’s Equity Put Right. Claims that the NY Court dismissed included AmBase’s claim that the Defendants breached their contract with AmBase by financing capital contributions for the project through funds obtained from third parties. On January 16, 2018, some of the Defendants wrote to the NY Court suggesting that the opinion contained certain clerical errors and was missing a page. On January 18, 2018, the NY Court removed its previous opinion from the docket and on January 29, 2018, posted a revised opinion. On April 13, 2018, AmBase filed a notice of appeal of the 2018 Order to the New York Supreme Court Appellate Division, First Judicial Department (the “Appellate Division”). On January 22, 2020, the Company filed a motion with the Appellate Division seeking to enlarge the time to perfect the Company’s appeal of the 2018 Order, in light of an intervening removal to and remand from federal court. On July 2, 2020, the Appellate Division granted AmBase’s motion and enlarged the time to perfect the Company’s appeal to the October 2020 Term of the Appellate Division. On April 29, 2021, the Appellate Division affirmed Justice Bransten’s dismissal of the claims on appeal, while the claims that were not previously dismissed remain pending in the trial court. On April 27, 2018, the Company filed a third amended complaint adding federal RICO claims, and new claims for declaratory judgment, breach of contract, fraud, and breach of fiduciary duty, based on information discovered during the course of discovery and events that have transpired since the Company filed its previous complaint in the Sponsor Action. On June 18, 2018, Defendants removed the complaint to the U.S. District Court for the Southern District of New York (the “Federal Court”), where it was docketed as case number 18-cv-5482-AT. On October 25, 2018, the Federal Court issued an order granting Defendants’ motion to dismiss the Company’s RICO claims and declined to exercise supplemental jurisdiction over the Company’s state-law claims, dismissing the latter claims without prejudice. On August 30, 2019, the U.S. Court of Appeals for the Second Circuit affirmed the Federal Court’s dismissal of the federal RICO claims, vacated the Federal Court’s dismissal of the state-law claims, and remanded with instructions for the Federal Court to remand those claims to the NY Court. On September 25, 2019, the Federal Court remanded the case to the NY Court, where it was assigned to the Honorable O. Peter Sherwood. On June 11, 2020, Defendants filed a motion with the NY Court to dismiss some of the state law claims asserted by the Company in the third amended complaint. On July 28, 2020, Plaintiffs filed a motion for leave to amend the third amended complaint, which Defendants opposed. The proposed complaint added, among other things, claims arising from certain defendants’ role in the 2017 foreclosure of the junior mezzanine loan on the project. On July 22, 2021, the NY Court granted Plaintiffs leave to amend and denied the motion to dismiss without prejudice as moot in light of the Court’s decision granting Plaintiffs leave to amend. On July 29, 2021, Plaintiffs filed their fourth amended complaint. On September 3, 2021, Defendants submitted a motion to dismiss the fourth amended complaint in part, which Plaintiffs opposed. On May 9, 2022, the NY Court issued a Decision and Order on Defendants’ motion to dismiss, allowing some of AmBase’s claims to go forward and dismissing others (“May 9, 2022 Order”). The NY Court declined to dismiss AmBase’s claims that the Defendants breached their contracts with AmBase by permitting transfers or encumbrances upon 111 West 57 th Claims that the NY Court dismissed included AmBase’s claims that Defendants breached their contract with AmBase by making capital contributions to Sponsor from third parties; consenting to the strict foreclosure without obtaining AmBase’s prior written approval in violation of the “Major Decisions” provision; refusing to cooperate and share information with AmBase’s construction consultant; and engaging in fraud and intentional misconduct in violation of Joint Venture Agreement section 8.5. The NY Court also dismissed AmBase’s claim that Defendants made fraudulent misrepresentations or omissions (as duplicative of the breach of contract claims) and other claims whose dismissal was compelled by a prior decision of the First Department, namely, AmBase’s claims that Sponsor, Stern, and Maloney breached their fiduciary duties of loyalty; to impose a constructive trust on the insurance loss fund; and to impose a constructive trust on Stern’s, Maloney’s, JDS’s, PMG’s, and the construction manager’s construction management fees and Stern’s and Maloney’s equity interest in the Project. Finally, the Court dismissed AmBase’s current allegations that piercing certain of Defendants’ corporate veils is warranted. On January 18, 2023, the Company filed a notice of appeal appealing the May 9, 2022 Order with regard to all defendants in the Sponsor Action and perfected the appeal on July 10, 2023. Oral argument before the First Department took place on October 31, 2023. On September 30, 2021, the Liberty Mutual defendants answered the fourth amended complaint and filed a counterclaim against the Company’s subsidiaries for specific performance of a pledge agreement securing certain insurance policies issued for the Project. Plaintiffs replied to those counterclaims on October 20, 2021. On January 30, 2023, Sponsor, Stern, Maloney, and various defendant members and affiliates filed their answer and asserted counterclaims against the Company’s subsidiaries for breach of the Joint Venture Agreement in connection with a proposed refinancing of the Project in 2016. Plaintiffs replied to those counterclaims on February 21, 2023. . For additional information with regard to the Company’s investment in the 111 West 57 th Note 3 AmBase Corp., et al. v. Spruce Capital Partners, et al. th th th th th Spruce had given notice to the junior mezzanine borrower that it proposed to accept the pledged collateral (including the joint venture members’ collective interest in the property) in full satisfaction of the joint venture’s indebtedness under the Junior Mezzanine Loan (i.e., a “Strict Foreclosure”). After the Sponsor refused to object to Spruce’s proposal on behalf of the junior mezzanine borrower, and Spruce refused to commit to honor Investment LLC’s objection on its own behalf, the Company initiated the 111 West 57 th Note 3 On July 26, 2017, the NY Court issued a temporary restraining order barring Spruce from accepting the collateral, pending a preliminary injunction hearing scheduled for August 14, 2017. Spruce and the Sponsor subsequently filed papers in opposition to the request for a preliminary injunction and cross-motions to dismiss and quash subpoenas. On August 14, 2017, the NY Court postponed the hearing until August 28, 2017, keeping the temporary restraining order preventing a Strict Foreclosure in effect until the August 28, 2017 hearing. Subsequently, the Company filed a response brief in support of their request for injunctive relief halting the Strict Foreclosure process and in opposition to the motions to quash the subpoenas. On August 28, 2017, the NY Court held a preliminary injunction hearing, lifted the temporary restraining order, denied Plaintiffs’ request for a preliminary injunction, and granted Defendants’ cross-motions. In order to prevent the Strict Foreclosure process from going forward, the Company immediately obtained an interim stay from the New York Supreme Court Appellate Division, First Judicial Department (“Appellate Division”). That stay remained in place until August 29, 2017, permitting the Company to obtain an appealable order, notice an appeal, and move for a longer-term stay or injunctive relief pending appeal. The Appellate Division held a hearing on August 29, 2017, to consider the Company’s motion for an interim stay or injunctive relief pending appeal, both of which it denied, thus allowing the purported Strict Foreclosure to move forward. In January 2019, the Appellate Division issued a decision that resolves the Company’s appeal from the order denying a preliminary injunction and dismissing its claims. The Appellate Division affirmed the decision below in part and otherwise dismissed the appeal. It noted that the Company should be allowed to move for leave to amend to state claims for damages and/or the imposition of a constructive trust, as the dismissal of the Company’s claims was without prejudice. On May 3, 2019, the Company’s subsidiary, Investment LLC, entered into a stipulation with Spruce to amend the complaint in the Lender Action to state claims against Spruce for breaches of the Uniform Commercial Code and Pledge Agreement and various torts. The amended complaint seeks the entry of a declaratory judgment, the impression of a constructive trust, permanent injunctive relief restraining Spruce from disposing of or encumbering the 111 West 57 th While the appeal was pending, the parties to the Lender Action conducted discovery. On April 13, 2021, Investment LLC moved for leave to file a Second Amended Complaint to (1) bolster its factual allegations against the existing Defendant, (2) add claims against Spruce Capital Partners, Joshua Crane, and Robert Schwartz (“Spruce Defendants”), Arthur Becker and his affiliates (“Atlantic Defendants”), Apollo and its affiliates (“Apollo Defendants”), and AIG and its affiliates (“AIG Defendants”). On September 30, 2021, the Court granted the motion, and Investment LLC filed its Second Amended Complaint on the same day. On November 22, 2021, the various defendants filed separate motions to dismiss the claims against them. On December 13, 2021, Investment LLC filed a combined opposition to the motions. The defendants filed their replies on January 7, 2022. On May 17, 2022, Plaintiffs in the Lender Action filed a motion requesting that the court hold oral argument on the pending motions to dismiss. The court granted the motion and heard argument on July 22, 2022. During argument, counsel for Plaintiffs made an oral motion to amend the complaint to add an express allegation that Defendants committed the tort of interference with contractual relations by procuring Sponsor’s breach of the implied covenant of good faith and fair dealing in the JV Agreement. The court called for supplemental briefs on the issue, which were filed on August 5, 2022. On December 15, 2022, the NY Court issued a decision and order granting in part and denying in part the motions to dismiss (“December 15, 2022 Order”). Specifically, the NY Court declined to dismiss Plaintiffs’ claims against Spruce and ACREFI Mortgage Lending, LLC, Apollo Credit Opportunity Fund III AIV I LP, and AGRE Debt 1 – 111 W 57, LLC (“Apollo Lenders”) for breach of the Pledge Agreement in connection with the strict foreclosure. The NY Court dismissed Plaintiffs’ claims for tortious interference with contract against the Spruce Defendants, AIG Defendants, and Apollo Defendants, and Plaintiffs’ claim for unjust enrichment against the Atlantic Defendants. On January 3, 2023, the Apollo Lenders filed a notice of appeal to the Appellate Division seeking appeal of the December 15, 2022 Order. On January 18, 2023, the Company filed notices of appeal and cross-appeal appealing the December 15, 2022, Order with regard to all Defendants. On August 9, 2023, pursuant to mutual agreement with the Company and the AIG Defendants, the Company filed a stipulation to withdraw its appeal against the AIG Defendants. Following briefing and oral argument, the Appellate Division First Department issued its decision on October 5, 2023. The First Department modified the NY Court’s decision to dismiss Plaintiffs’ claim against the Apollo Lenders for breach of the Pledge Agreement in connection with the strict foreclosure, and otherwise affirmed the NY Court’s decision. On November 3, 2023, Plaintiffs filed motions for leave to appeal the First Department’s decision to the Court of Appeals in both the First Department and the Court of Appeals. On January 13, 2023, the Apollo Lenders filed their answer and affirmative defenses to the Company’s Second Amended Complaint together with crossclaims against 111 W57 th th th th th th th th On January 30, 2023, Defendant 111 W57 Mezz Investor LLC filed its answer to Plaintiff’s Second Amended Complaint. Since the Company is not a party to the Loan Agreements, it does not have access to communications with the lenders, except for those individual communications that the Sponsor has elected to share or that have been produced in the ongoing litigation. The Company has continued to demand access to such information, including access to the books and records for the 111 West 57 th th th Note 3 AmBase Corp., et al. v. ACREFI Mortgage Lending LLC, et al. th th Note 3. AmBase Corp., et al. v. Custom House Risk Advisors, Inc., et al. th th th Note 3 With respect to its disputes and litigation relating to its interest in the 111 West 57 th th The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce’s actions described herein, whether the Sponsor will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company’s investment interest in the 111 West 57 th th th Note 3 While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57 th

Litigation Funding Agreement

Litigation Funding Agreement	9 Months Ended
	Sep. 30, 2023
Litigation Funding Agreement [Abstract]
Litigation Funding Agreement	Note 7 – Litigation Funding Agreement In 2017, the Company entered into a Litigation Funding Agreement (the “2017 LFA”) with Mr. R.A. Bianco, to provide litigation funding to the Company for litigation costs in connection with the Company’s legal proceedings relating to the Company’s equity investment in the 111 West 57 th In 2019, after receiving approval from the Special Committee, the Company and Mr. R.A. Bianco entered into an amendment to the 2017 LFA (the “2019 LFA Amendment”). In summary the 2019 LFA Amendment provided for the release of Mr. R.A. Bianco from all further funding obligations under the 2017 LFA and that, in the event the Company receives any litigation proceeds from the 111 West 57 th (i) first, 100% to the Company in an amount equal $7,500,000; and (ii) thereafter, any additional amounts shall be distributed (a) 75% to the Company and (b) 25% to Mr. R.A. Bianco.

Loan(s) Payable - Related Party

Loan(s) Payable - Related Party	9 Months Ended
	Sep. 30, 2023
Loan(s) Payable - Related Party [Abstract]
Loan(s) Payable - Related Party	Note 8 – Loan(s) Payable – Related Party The Company and Mr. R.A. Bianco entered into an agreement(s) for Mr. R.A. Bianco to provide senior loan(s) to the Company for working capital. The loan(s) are due on the earlier of the date the Company receives funds from any source, (excluding funds received by the Company by any litigation funding entity to fund any of the 111 West 57 th th The Company and Mr. R.A. Bianco further agreed that amounts due pursuant to the loan(s) plus interest can be converted by Mr. R.A. Bianco, at his option, into a litigation funding agreement pari-pasu with any litigation funding agreement entered into by the Company with a litigation funding entity. Information regarding the loan(s) payable is as follows: ($ in thousands) Date of loan(s) Rate Due Date September 30, 2023 December 31, 2022 February 2023 6.50 % February 28, 2025 $ 300 $ - April 2023 6.50 % April 30, 2025 325 - May 2023 6.50 % May 31, 2025 310 - June 2023 7.00 % June 30, 2025 330 - July 2023 7.00 % July 31, 2025 333 - August 2023 7.00 % August 31, 2025 250 - $ 1,848 $ - Information regarding accrued interest expense on the loan(s) payable is as follows: (in thousands) September 30, 2023 December 31, 2022 Accrued interest expense $ 44 $ - In October 2023, the Company and Mr. R.A. Bianco entered into an additional agreement pursuant to which Mr. R.A. Bianco made an additional loan to the Company of $300,000 for use as working capital in accordance with similar terms of the loan(s) payable noted herein. For additional information regarding the Company’s litigation funding effort, see Note 1. th Note 3 and Note 6 .

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 - Subsequent Events The Company has performed a review of events subsequent to the balance sheet dated September 30, 2023, through the filing of these interim financial statements. Other than as discussed herein, the Company has no events, subsequent to September 30, 2023, and through the date these condensed consolidated financial statements were issued.

The Company and Basis of Pres_2

The Company and Basis of Presentation and Going Concern (Policies)	9 Months Ended
	Sep. 30, 2023
The Company and Basis of Presentation and Going Concern [Abstract]
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 unaudited 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, 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
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 unaudited condensed consolidated financial statements.

Investment in 111 West 57th P_2

Investment in 111 West 57th Partners LLC (Tables)	9 Months Ended
	Sep. 30, 2023
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 June 2013 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

Savings Plan (Tables)

Savings Plan (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Company matching contributions $ 9 $ 9 $ 88 $ 81 Employer match % 100 % 100 % 100 % 100 %

Loan(s) Payable - Related Par_2

Loan(s) Payable - Related Party (Tables)	9 Months Ended
	Sep. 30, 2023
Loan(s) Payable - Related Party [Abstract]
Loans Payable	Information regarding the loan(s) payable is as follows: ($ in thousands) Date of loan(s) Rate Due Date September 30, 2023 December 31, 2022 February 2023 6.50 % February 28, 2025 $ 300 $ - April 2023 6.50 % April 30, 2025 325 - May 2023 6.50 % May 31, 2025 310 - June 2023 7.00 % June 30, 2025 330 - July 2023 7.00 % July 31, 2025 333 - August 2023 7.00 % August 31, 2025 250 - $ 1,848 $ -
Accrued Interest Expense on Loans Payable	Information regarding accrued interest expense on the loan(s) payable is as follows: (in thousands) September 30, 2023 December 31, 2022 Accrued interest expense $ 44 $ -

Investment in 111 West 57th P_3

Investment in 111 West 57th Partners LLC, Summary (Details) - Investment in 111 West 57th Partners LLC [Member] $ in Thousands	Jun. 28, 2013 USD ($)
Initial Investment and Other Information Relating to the 111 West 57th Property [Abstract]
Company's aggregate initial investment	$ 57,250
Company's aggregate initial membership interest %	60.30%
Other members and Sponsor initial investment	$ 37,750

Investment in 111 West 57th P_4

Investment in 111 West 57th Partners LLC, Additional Information Regarding Equity Investment in 111 West 57th Property (Details)	3 Months Ended	9 Months Ended
	Mar. 31, 2014	Sep. 30, 2023
Additional Information Regarding Equity Investment in 111 West 57th Property [Abstract]
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%
Percentage of distribution on company's initial investment to be received prior to CEO receiving percentage distribution	150%
Investment LLC [Member] | Capital LLC [Member]
Additional Information Regarding Equity Investment in 111 West 57th Property [Abstract]
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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Savings Plan [Abstract]
Company matching contributions	$ 9	$ 9	$ 88	$ 81
Employer match %	100%	100%	100%	100%

Litigation Funding Agreement (D

Litigation Funding Agreement (Details) - Amendment [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Litigation Funding Commitment [Abstract]
Maximum amount of litigation proceeds to be distributed to the Company	$ 7,500
Percentage of distribution ratio	75%
Maximum [Member]
Litigation Funding Commitment [Abstract]
Percentage of distribution ratio up to maximum amount to the Company	100%
R. A. Bianco [Member]
Litigation Funding Commitment [Abstract]
Percentage of distribution ratio	25%

Loan(s) Payable - Related Par_3

Loan(s) Payable - Related Party (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Oct. 31, 2023	Dec. 31, 2022
Loans Payable [Abstract]
Outstanding balance	$ 1,848		$ 0
Accrued Interest Expense on Loans Payable [Abstract]
Accrued interest expense	$ 44		0
R. A. Bianco [Member] | Subsequent Event [Member]
Loans Payable [Abstract]
Outstanding balance		$ 300
Loans Payable [Member] | February 2023 [Member]
Loans Payable [Abstract]
Date of loan	Feb. 01, 2023
Rate	6.50%
Due date	Feb. 28, 2025
Outstanding balance	$ 300		0
Loans Payable [Member] | April 2023 [Member]
Loans Payable [Abstract]
Date of loan	Apr. 01, 2023
Rate	6.50%
Due date	Apr. 30, 2025
Outstanding balance	$ 325		0
Loans Payable [Member] | May 2023 [Member]
Loans Payable [Abstract]
Date of loan	May 01, 2023
Rate	6.50%
Due date	May 31, 2025
Outstanding balance	$ 310		0
Loans Payable [Member] | June 2023 [Member]
Loans Payable [Abstract]
Date of loan	Jun. 01, 2023
Rate	7%
Due date	Jun. 30, 2025
Outstanding balance	$ 330		0
Loans Payable [Member] | July 2023 [Member]
Loans Payable [Abstract]
Date of loan	Jul. 01, 2023
Rate	7%
Due date	Jul. 31, 2025
Outstanding balance	$ 333		0
Loans Payable [Member] | August 2023 [Member]
Loans Payable [Abstract]
Date of loan	Aug. 01, 2023
Rate	7%
Due date	Aug. 31, 2025
Outstanding balance	$ 250		$ 0