10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarterly period ended September 30, 2015

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Commission file number 1-7265

AMBASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware   (State of incorporation) 95-2962743   (I.R.S. Employer Identification No.)

ONE SOUTH OCEAN BOULEVARD, SUITE 301

BOCA RATON, FLORIDA 33432

(Address of principal executive offices) (Zip Code)

(203) 532-2000

(Registrant's telephone number, including area code)

100 Putnam Green, 3^rd Floor, Greenwich, Connecticut  06830

(Former address of principal executive offices) (Zip Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES X NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).__X___ Yes_____ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

(Check one): Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES NO X

At October 31, 2015, there were 40,737,751 shares outstanding of the registrant's common stock, $0.01 par value per share.

AmBase Corporation

Quarterly Report on Form 10-Q

September 30, 2015

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	Page
Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 4.	Controls and Procedures	18
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity and Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
Signatures		20

PART I - FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AMBASE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Operating expenses:
Compensation and benefits	$	448		$	458		$	1,481		$	1,429
Professional and outside services		54			73			206			246
Property operating and maintenance		26			36			96			103
Depreciation		12			12			36			36
Insurance		41			41			114			66
Other operating		104			87			238			229
Total operating expenses		685			707			2,171			2,109
Operating income (loss)		(685	)		(707	)		(2,171	)		(2,109	)
Interest income		-			2			-			10
Realized gains (losses) on sales of investment securities		-			-			-			20
Other income		-			-			-			-
Equity income (loss) – 111 West 57th Partners LLC		(794	)		(610	)		(1,331	)		(1,983	)
Income (loss) before income taxes		(1,479	)		(1,315	)		(3,502	)		(4,062	)
Income tax expense (benefit)		38			637			105			1,942
Net income (loss)		(1,517	)		(1,952	)		(3,607	)		(6,004	)
Less: net income (loss) attributable to non-controlling interest		-			-			(34	)		-
Net income (loss) attributable to controlling interest	$	(1,517	)	$	(1,952	)	$	(3,573	)	$	(6,004	)
Net income (loss) per common share - basic	$	(0.04	)	$	(0.05	)	$	(0.09	)	$	(0.15	)
Net income (loss) per common share - assuming dilution	$	(0.04	)	$	(0.05	)	$	(0.09	)	$	(0.15	)
Weighted average common shares outstanding - basic		40,738			40,738			40,738			40,811
Weighted average common shares outstanding - assuming dilution		40,738			40,738			40,738			40,811

The accompanying notes are an integral part of these condensed consolidated financial statements.

AMBASE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except per share data)

Assets:	September 30, 2015			December 31, 2014
Cash and cash equivalents	$	3,739		$	5,299
Investments securities - held to maturity		-			-
Investments securities - trading carried at fair value		-			-
Total investment securities		-			-
Real estate owned:
Land		554			554
Buildings		1,900			1,900
Real estate owned, gross		2,454			2,454
Less:  accumulated depreciation		714			678
Real estate owned, net		1,740			1,776
Investment in 111 West 57th Partners LLC		64,919			71,038
Other assets		413			378
Total assets	$	70,811		$	78,491
Liabilities and Stockholders' Equity:
Liabilities:
Accounts payable and accrued liabilities	$	715		$	722
Other liabilities		-			-
Total liabilities		715			722
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock ($0.01 par value, 200,000 authorized, 46,410 issued and 40,738 outstanding in 2015 and 40,738 outstanding in 2014)		464			464
Additional paid-in capital		548,304			548,304
Accumulated deficit		(473,504	)		(469,931	)
Treasury stock, at cost – 2015 - 5,672 shares; 2014 – 5,672 shares		(5,168	)		(5,168	)
Total stockholders' equity		70,096			73,669
Non-controlling interest		-			4,100
Total stockholders' equity including non-controlling interest		70,096			77,769
Total liabilities and stockholders' equity	$	70,811		$	78,491

The accompanying notes are an integral part of these condensed consolidated financial statements.

AMBASE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
(in thousands)	2015			2014
Cash flows from operating activities:
Net income (loss)	$	(3,607	)	$	(6,004	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation		36			36
Realized (gains) losses on sales of investment securities		-			(20	)
Provision for uncertain tax position reserve		-			1,802
Equity (income) loss - 111 West 57th Partners LLC		1,331			1,983
Changes in operating assets and liabilities:
Accrued interest receivable investment securities		-			-
Other assets		(53	)		(185	)
Accounts payable and accrued liabilities		27			(101	)
Other liabilities		-			-
Net cash provided (used) by operating activities		(2,266	)		(2,489	)
Cash flows from investing activities:
Maturities of investment securities - held to maturity		-			27,793
Purchases of investment securities - held to maturity		-			(12,995	)
Sales of investment securities – trading		-			956
Purchases of investment securities – trading		-			(936	)
Equity investment - 111 West 57th Partners LLC		(6,911	)		(12,523	)
Return of equity investment - 111 West 57th Partners LLC		11,699			-
Non-controlling interest contribution		5,768			-
Return of non-controlling interest contribution		(9,868	)		-
Proceeds from (investment in) real estate limited partnership		18			22
Net cash provided (used) by investing activities		706			2,317
Cash flows from financing activities:
Common stock repurchased for treasury		-			(525	)
Net cash provided (used) by financing activities		-			(525	)
Net change in cash and cash equivalents		(1,560	)		(697	)
Cash and cash equivalents at beginning of period		5,299			6,940
Cash and cash equivalents at end of period		3,739		$	6,243
Supplemental cash flow disclosure:
Income taxes paid	$	109		$	265

The accompanying notes are an integral part of these condensed consolidated financial statements.

AMBASE CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

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, 2014.

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 investment securities and cash equivalents.  As further discussed in Note 5, the Company owns an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57^th Street in New York, New York (the "111 West 57^th Property").  The Company continues to evaluate a number of possible acquisitions and is engaged in the management of its assets and liabilities.

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.

Note 3 - Investment Securities

Investment securities - held to maturity consist of the following:

September 30, 2015

December 31, 2014

(in thousands)

Carrying Value

Cost or Amortized Cost

Fair Value

Carrying Value

Cost or Amortized Cost

Fair Value

Held to Maturity:

U.S. Treasury Bills

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

Investment securities - trading consist of the following:

September 30, 2015

December 31, 2014

(in thousands)

Carrying Value

Cost or Amortized Cost

Fair Value

Carrying Value

Cost or Amortized Cost

Fair Value

Trading:

Equity Securities

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

Realized gains (losses) on the sales of investment securities - trading are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2015		2014		2015		2014
Net sale proceeds	$	-	$	-	$	-	$	956
Cost basis		-		-		-		936
Realized gains (losses)	$	-	$	-	$	-	$	20

Note 4 –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 its offices; 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, 2015
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, 2015, 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.

Note 5 – Investment in 111 West 57^th Partners LLC

On June 28, 2013, 111 West 57^th Investment LLC, ("Investment LLC"), a then newly formed subsidiary of the Company, entered into a joint venture agreement (as amended, the "JV Agreement") with 111 West 57^th Sponsor LLC, (the "Sponsor"), pursuant to which Investment LLC invested (the "Investment") in a real estate development property to purchase and develop the 111 West 57^th Street Property (the "111 West 57^th Property").  In consideration for making the Investment, Investment LLC was granted a  membership interest in 111 West 57^th Partners LLC ("111 West 57^th Partners"), which indirectly acquired the 111 West 57^th Property on June 28, 2013 (the "Joint Venture," and such date, the "Closing Date").  The Company also indirectly contributed an additional amount to the Joint Venture in exchange for an additional indirect interest in the Joint Venture.  Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Joint Venture plans to redevelop the 111 West 57^th Property into a luxury residential tower and retail project.

Amounts relating to the Company's initial investment and other information relating to the 111 West 57^th Property is as follows:

($ 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 Partners obtained financing for the 111 West 57^th Property.  The financing was obtained in two parts; (i) a first mortgage construction loan with AIG Asset Management (US), LLC, ("AIG") and (ii) a mezzanine loan with Apollo Commercial Real Estate Finance, Inc., ("Apollo").  Both loans have a four-year term with a one-year extension option subject to satisfying certain conditions.  The loan agreements also include customary events of default and other customary terms and conditions.  Simultaneously with the closing of the AIG and the Apollo financing, 111 West 57^th Partners repaid all outstanding liabilities and obligations to Annaly CRE, LLC under the initial mortgage and acquisition loan agreement, dated June 28, 2013, between 111 West 57^th Partners and Annaly CRE, LLC.  The remaining loan proceeds will be drawn down and used as necessary for construction and related costs, loan interest escrow and other related project expenses for development of the 111 West 57^th Property.

Information relating to the June 30, 2015 financing for 111 West 57^th Partners is as follows:

(in thousands)
Financing obtained by 111 West 57th Partners	$	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 Partners (the "July 2015 Distribution").  In connection therewith, the Company, principally through Investment LLC, received a distribution but reserved its rights to dispute the actual amount to which it is entitled based on the 111 West 57^th Partners Operating Agreement and the Company's percentage interests thereunder.  In accordance with the Second Amended and Restated Investment Operating Agreement as noted herein, the Company through Investment LLC fully repaid 111 West 57^th Capital LLC, an entity wholly owned by Mr. R.A. Bianco ("Capital LLC"), its capital contributions as noted below.  The remaining amount was retained by the Company.

Information relating to the July 2015 Distribution is as follows:

(in thousands)
Distribution attributible 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) fifty percent 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 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 Property, the Company's management and its Board of Directors concluded that, given the continuing development risks of the 111 West 57^th Property and the Company's financial position, the Company should not at that time increase its already significant concentration and risk exposure to the 111 West 57th Property.  Nonetheless, the Company sought to limit dilution of its interest in the Joint Venture resulting from any failure to fund the capital call requirements, but at the same time wished to avoid the time, expense and financial return requirements (with attendant dilution and possible loss of voting rights) that obtaining a replacement third-party investor would require. The Company therefore entered into a second amended and restated operating agreement for Investment LLC ("Second Amended and Restated Investment Operating Agreement") pursuant to which Capital LLC was admitted as a member of Investment LLC. In exchange for Capital LLC contributing toward Investment LLC capital calls in respect of the 111 West 57^th Property, 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), 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 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. No other material changes were made to the Amended and Restated Investment Operating Agreement, and neither Mr. Bianco nor Capital LLC has any voting rights with respect to their interest and investment in Investment LLC.

Because of time constraints, concerns regarding the potential level of any financial dilution, complications relating to structure of the investments in the Joint Venture, bank constraints and potential loss of voting rights over the Joint Venture, the terms of Capital LLC's admission to and investment in the Investment LLC were reviewed by the Board of Directors and determined to be no less favorable to the Company than would have been obtained in negotiations with a third party unaffiliated with the Company, even assuming that any such third party investor was available and prepared to fund under the time constraints imposed by the JV Agreement. Based in part on such determination, the Board of Directors (with Mr. Bianco abstaining) unanimously approved the admission of Capital LLC to Investment LLC on the terms described.

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 Property as further described herein.

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 housands)	Nine Months Ended September 30, 2015
Capital Contributions	$	6,911

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.

The Company has recorded the investment in 111 West 57^th Partners utilizing the equity method of accounting, as pursuant to the various agreements the Company has significant influence, but does not have control, as defined under GAAP. Accordingly, the results of operations of 111 West 57^th Partners are included in equity income (loss) in the Company's condensed consolidated statements of operations As of September 30, 2015, the Company's carrying amount of its investment in 111 West 57^th Partners, as noted in the Company's condensed consolidated balance sheet, is greater than the Company's equity in the underlying net assets of 111 West 57^th Partners by $867,000, categorized as goodwill, due to a difference resulting from the reduction in equity for syndication fees paid relating to 111 West 57^th Partners.  The Company reviews its investments and ownership interests recorded under the equity method for impairment on a regular basis and if events or changes in circumstances indicate that a loss in the value of its investment may be other than temporary.  There was no impairment on the Company's equity method investment for the periods ended September 30, 2015 or December 31, 2014.

The following tables present summarized financial information for the Company's equity method investment in 111 West 57^th Partners.  The amounts shown represent 100% of the financial position and results of operations of 111 West 57^th Partners for the dates indicated below.

(in thousands)

Assets:	September 30, 2015		December 31, 2014
Real estate held for development, net	$	415,929	$	326,387
Escrow deposits		9,407		26,011
Other assets		28,790		16,370
Total assets	$	454,126	$	368,768
Liabilities:
Loans payable	$	312,539	$	230,000
Other liabilities		19,178		8,319
Total liabilities		331,717		238,319
Equity:
Total equity		122,409		130,449
Total liabilities and equity	$	454,126	$	368,768

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Rental income	$	-		$	54		$	-		$	337
Expenses		1,316			1,061			2,206			3,621
Net income (loss)	$	(1,316	)	$	(1,007	)	$	(2,206	)	$	(3,284	)

Note 6 - 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, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Company matching contributions	$	-		$	-		$	30		$	29
Employer match %		33	%		33	%		33	%		33	%

Note 7 – 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, 2015
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	September 30, 2015
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

Note 8 – 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, upon awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for issuance for 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, 2015 and 2014. No stock options were outstanding at September 30, 2015 or December 31, 2014.

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, 2015
1993 Stock Incentive Plan	4,320
Other employee benefit plan	110
Total common shares reserved for issuance	4,430

Note 9 - 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,
	2015			2014			2015			2014
Federal – current	$	-		$	250		$	-		$	731
State – current		38			387			105			1,211
Total current		38			637			105			1,942
Federal – deferred		(518	)		(460	)		(1,226	)		(1,422	)
State - deferred		-			-			-			-
Change in valuation allowance		518			460			1,226			1,422
Total deferred		-			-			-			-
Income tax expense (benefit)	$	38		$	637		$	105		$	1,942

The components of pretax income (loss) and the difference between income taxes computed at the statutory federal rate and the provision for income taxes are as follows:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Income (loss) before income taxes	$	(1,479	)	$	(1,315	)	$	(3,502	)	$	(4,062	)
Tax expense (benefit):
Tax at statutory federal rate	$	(518	)	$	(460	)	$	(1,226	)	$	(1,422	)
State income taxes		38			30			105			140
Federal interest		-			250			-			731
State interest		-			357			-			1,071
Permanent items		-			-			-			-
Other		-			-			-			-
Change in valuation allowance		518			460			1,226			1,422
Income tax expense (benefit)	$	38		$	637		$	105		$	1,942

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,
	2015	2014	2015		2014
Tax at statutory federal rate	35.0%	35.0%	35.0%		35.0%
State income taxes	(2.8)%	(2.3)%	(3.0)%		(3.5)%
Federal interest	0.0%	(19.0)%	0.0%		(18.0)%
State interest	0.0%	(27.2)%	0.0%		(26.3)%
Permanent differences, tax credits and other adjustments	-	-	-		-
Other	-	-	-		-
Change in valuation allowance	(35.0)%	(35.0)%	(35.0)%	)	(35.0)%
Effective income tax rate	(2.8)%	(48.5)%	(3.0)%		(47.8)%

The Company has not been notified of any other 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 2011.  Interest and/or penalties related to underpayments of income taxes, or if applicable on uncertain tax positions, 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, 2015, reflects a provision for a minimum tax on capital imposed by the state jurisdictions.  State income tax amounts for the three months and nine months ended September 30, 2014, included accrued state interest expense for uncertain tax positions and a provision for a minimum tax on capital imposed by the state jurisdictions.

Pursuant to the accounting principles with regard to recognition of uncertain tax positions, (ASC 740-10, Accounting for Income Taxes), the Company had been required to record an uncertain tax position liability to reflect the net tax effect plus accrued interest for potential tax audit adjustments with regard to the Company's 2012 federal income tax return as filed.  .  The Company had recorded an indemnification asset – federal tax gross-up to reflect the net amount (excluding accrued interest) of the federal uncertain tax position reserve recognized.  A portion of the uncertain tax position reserve was attributable to certain state taxes on the Settlement Amount which were not reimbursable to the Company as part of the Settlement Agreement.  In December 2014, the IRS completed their review of the examination of the Company's 2012 federal income tax return with no change to the tax return as filed.  As a result, the Company, in December 2014, recorded a reversal of the indemnification asset – federal tax gross-up and the reversal of the uncertain tax position reserve, as noted in the table herein below.  The Company believes that if any additional federal tax had been owed as a result of any adjustments, these potential amounts would be reimbursable to the Company pursuant to the tax gross-up provision of the Settlement Agreement

In connection with the uncertain tax position reserve in 2014, the Company accrued federal and state interest expense for the potential underpayment of 2012 taxes.  The interest expense was included as a component of income tax expense (benefit) in the consolidated condensed statement of operations and as a component of the uncertain tax position reserve in the consolidated condensed balance sheets.

A roll forward of the uncertain tax positions reserve, excluding accrued federal and state interest is as follows:

(in thousands)	September 30, 2015		December 31, 2014
Uncertain tax position reserve excluding accrued interest, at beginning of period	$	-	$	34,157
Federal uncertain tax position reserve excluding accrued interest		-		(18,429	)
State uncertain tax position reserve excluding accrued interest		-		(15,728	)
Uncertain tax position reserve excluding accrued interest, at end of period	$	-	$	-

The interest expense related to the uncertain tax positions is as follows:

(in thousands)	Three Months Ended				Nine Months Ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Federal	$	-	$	250	$	-	$	731
State jurisdictions		-		357		-		1,071
Interest expense - taxes	$	-	$	607	$	-	$	1,802

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 September 30, 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
		$	32,600,000

AMT Credits available which are not subject to expiration are as follows:

	Amount
AMT Credits	$	21,500,000

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 September 30, 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
		$	10,000,000

The Company has calculated a net deferred tax asset arising primarily from NOL carryforwards and AMT Credits as follows:

	September 30, 2015			December 31, 2014
Net deferred tax asset	$	35,100,000		$	32,900,000
Valuation allowance		(35,100,000	)		(32,900,000	)
Net deferred tax asset recognized	$	-		$	-

A valuation allowance has been established for the entire net deferred tax asset, as management, at the current time, has no basis to conclude that realization is more likely than not.  At the current time management does not believe that any significant changes in unrecognized income tax benefits are expected to occur over the next year.

Note 10 - 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, 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.

Note 11 - Subsequent Events

The Company has performed a review of events subsequent to the balance sheet dated September 30, 2015, through the report issuance date.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement for Forward-Looking Information

This quarterly report together with other statements and information publicly disseminated by the Company may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or make oral statements that constitute forward looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted or quantified. The forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, anticipated market performance, anticipated litigation results or the timing of pending litigation, and similar matters. When used in this Quarterly Report, the words "estimates," "expects," "anticipates," "believes," "plans," "intends" and variations of such words and similar expressions are intended to identify forward-looking statements that involve risks and uncertainties.  The Company cautions readers that a variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements.  These risks and uncertainties, many of which are beyond the Company's control, include, but are not limited to those set forth in "Item 1A, Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K and in the Company's other public filings with the Securities and Exchange Commission including, but not limited to: (i) transaction volume in the securities markets; (ii) the volatility of the securities markets; (iii) fluctuations in interest rates; (iv) risks inherent in the real estate business, including, but not limited to, insurance risks, tenant defaults, risks associated with real estate development activities, changes in occupancy rates or real estate values; (v) changes in regulatory requirements which could affect the cost of doing business; (vi) general economic conditions; (vii) changes in the rate of inflation and the related impact on the securities markets; (viii) changes in federal and state tax laws; (ix) assumptions regarding the outcome of legal and/or tax matters, based in whole or in part upon consultation with outside advisors, and (x) risks arising from unfavorable decisions in tax, legal and/or other proceedings.  These are not the only risks that we face.  There may be additional risks that we do not presently know of or that we currently believe are immaterial which could also impair our business and/or financial position.

Undue reliance should not be placed on these forward-looking statements, which are applicable only as of the date hereof. The Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. Accordingly, there is no assurance that the Company's expectations will be realized.

Management's Discussion and Analysis of Financial Condition and Results of Operations, which follows, should be read in conjunction with the consolidated financial statements and related notes, which are contained in Part I - Item 1, herein and in Part II – Item 8 in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

BUSINESS OVERVIEW

AmBase Corporation (the "Company") is a holding company which has an equity investment in a real estate development property to develop real property in New York, New York and owns a commercial office building in Greenwich, Connecticut.

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 investment securities and cash equivalents.  As further discussed in Part I – Item 1- Note 5 to the Company's condensed consolidated financial statements, the Company owns an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57^th Street in New York, New York (the "111 West 57^th Property").  The Company continues to evaluate a number of possible acquisitions and is engaged in the management of its assets and liabilities.  From time to time, the Company and its subsidiaries may be named as a defendant in various lawsuits or proceedings.  The Company intends to aggressively contest all litigation and contingencies, as well as pursue all sources for contributions to settlements.  For a discussion of lawsuits and proceedings, see Part I - Item 1 – Note 10 to the Company's condensed consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

The Company's assets at September 30, 2015, aggregated $70,811,000, consisting principally of cash and cash equivalents of $3,739,000, an equity investment in a real estate development property of $64,919,000 and real estate owned, net of $1,740,000.  At September 30, 2015, the Company's liabilities aggregated $715,000.  Total stockholders' equity was $70,096,000.

For the nine months ended September 30, 2015, cash of $2,266,000 was used by operations for the payment of operating expenses and prior year accruals.  The cash needs of the Company for the nine months ended September 30, 2015, were satisfied by the Company's financial resources.

For the nine months ended September 30, 2014, cash of $2,489,000 was used by operations, due to the payment of operating expenses and prior year accruals.  The cash needs of the Company for the nine months ended September 30, 2014, were principally satisfied by the Company's financial resources, and to a lesser extent, the receipt of investment earnings received on investment securities and cash equivalents.

In July 2015, as further detailed in Part I – Item 1 – Note 5 to the Company's condensed consolidated financial statements, 111 West 57^th Partners made a distribution to the Company.  From this distribution $9,868,000 was allocated to Capital LLC as repayment of its capital contribution and $1,831,000 was retained by the Company.

Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company.  The building is approximately 14,500 square feet with approximately 3,500 square feet utilized by the Company for its offices; the remaining space is currently unoccupied and available for lease.  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, including but not limited to current market rents in the area, leasing values, and comparable property sales, the Company believes the property's fair value exceeds the property's current carrying value.  Therefore, the Company believes the carrying value of the property as of September 30, 2015, has not been impaired.

Accounts payable and accrued liabilities as of September 30, 2015, decreased from December 31, 2014, principally as a result of the payment of prior year accruals.

There are no other material commitments for capital expenditures as of September 30, 2015.  Inflation has had no material impact on the business and operations of the Company.

Results of Operations for the Three Months and Nine Months Ended September 30, 2015 vs. the Three Months and Nine Months Ended September 30, 2014

The Company earns non-operating revenue consisting principally of investment earnings on investment securities and cash equivalents.  The Company's management believes that operating cash needs for the next twelve months will be met principally by the Company's financial resources.

The Company recorded a net loss of $1,517,000 or $0.04 per share and $3,607,000 or $0.09 per share in the three months and nine months ended September 30, 2015 respectively, compared to a net loss of $1,952,000 or $0.05 per share and $6,004,000 or $0.15 per share in the respective 2014 periods.

Compensation and benefits were $448,000 and $1,481,000 in the three months and nine months ended September 30, 2015, respectively compared to $458,000 and $1,429,000 in the respective 2014 periods.  The increase in the 2015 nine month period is due to an increase in benefit related expenses in the 2015 period versus the same 2014 period. No stock based compensation expense was recorded in the three months and nine months ended September 30, 2015 or September 30, 2014.

Professional and outside services decreased to $54,000 and $206,000 in the three months and nine months ended September 30, 2015, compared to $73,000 and $246,000 in the respective 2014 periods.  The decrease in the 2015 periods as compared to the 2014 periodsis principally the result of a higher level of legal and professional fees incurred in 2014 in connection with the IRS's examination of the Company's 2012 federal income tax return which was concluded in December 2014, with no changes to the tax return as filed.

Property operating and maintenance expenses were $26,000 and $96,000 for the three months and nine months ended September 30, 2015, compared to $36,000 and $103,000 in the respective 2014 periods.  The decreased expenses in the three months and nine months ended September 30, 2015, compared to the respective 2014 periods is due to a decrease in the overall level of repairs and maintenance expenses.

Insurance expenses were $41,000 and $114,000 in the three months and nine months ended September 30, 2015, compared to $41,000 and $66,000 in the respective 2014 periods.  The increase in the September 30, 2015 nine month period is generally due to an increase in insurance coverage levels and insurance premium costs.

Other operating expenses were $104,000 and $238,000 in the three months and nine months ended September 30, 2015, compared with $87,000 and $229,000 in the respective 2014 periods.  The increase in the September 30, 2015, three month and nine month periods is due to a general higher level of related expenses.

Interest income in the three months and nine months ended September 30, 2015, decreased to $0 from $2,000 and $10,000 in the respective 2014 periods.  The decreased interest income is principally due to a lower average level of cash and cash equivalents and investments on hand in the 2015 periods compared with the 2014 periods due to the Company's investments in the 111 West 57^th Street Property during 2015 and 2014.

Realized gains on sales of investment securities were $0 for the three months and nine months ended September 30, 2015, and $0 and $20,000 for the three months and nine months ended September 30, 2014, respectively.  The gains are the result of the realization of gains on sales of securities held for trading due to market appreciation.

Equity income (loss) - 111 West 57^th Partners of $794,000 and $1,331,000 for the three months and nine months ended September 30, 2015, compared to $610,000 and $1,983,000 for the three months the nine months ended September 30, 2014, represents the Company's share of the 111 West 57^th Partners' loss for the periods indicated. The losses in the 2015 periods are due to sales and marketing expenses incurred. Beginning January 1, 2015, all tenants had vacated the building and expenses incurred for the building's operations are being capitalized as part of development costs. The equity losses for the three months and nine months ended September 30, 2014, represent expenses incurred for the operations of the building allocable to tenant occupancy and, therefore, not capitalized to development costs in 2014.

The Company recognized income tax provisions of $38,000 and $105,000 for the three months and nine months ended September 30, 2015, respectively, as compared with income tax provisions of $637,000 and $1,942,000 for the three months and nine months ended September 30, 2014, respectively.  The income tax provisions for the 2015 periods are attributable to a provision for a minimum tax on capital imposed by the state jurisdictions.  The income tax provisions for the 2014 periods are attributable to a provision for a minimum tax on capital imposed by the state jurisdictions and include a provision for interest expense on uncertain tax provisions as noted below.

In connection with the uncertain tax positions, the Company had accrued federal and state interest expense of $607,000 and $1,802,000 for potential underpayment of taxes for tax year 2012 for the three months and nine months ended September 30, 2014.  The interest expense was included as a component of income tax expense (benefit) in the condensed consolidated statement of operations for the September 30, 2014 periods.

Income taxes applicable to operating income (loss) are generally determined by applying the estimated effective annual income tax rates to pretax income (loss) for the year-to-date interim period.  Income taxes applicable to unusual or infrequently occurring items are provided in the period in which such items occur.

A reconciliation between income taxes computed at the statutory federal rate and the provision for income taxes is included in Part I - Item 1 – Note 9 to the Company's condensed consolidated financial statements.

Item 4. CONTROLS AND PROCEDURES

Our disclosure controls and procedures include our controls and other procedures to ensure that information required to be disclosed in this and other reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported within the time periods.

Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of our disclosure controls and procedures as of September 30, 2015.  Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) are effective to ensure that the information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported with adequate timeliness.

There have been no changes during the most recent fiscal quarter in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company in the past has been a party in a number of lawsuits or proceedings, including the legal proceedings previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 in response to Part I - Item 3 of Form 10-K.  There have been no material developments in such legal proceedings other than as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Item 1A. RISK FACTORS

There have been no material changes from risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 in response to Item 1A of Part I of Form 10-K.

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	a. Not applicable
	b. Not applicable
	c. Repurchases of Equity Securities

Common Stock Repurchase Plan

The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of up to 10 million shares 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.  No common stock repurchases have been made pursuant to the Repurchase Plan during year to date 2015 period.

Item 3.DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5.	OTHER INFORMATION
	On November 10, 2015, an amendment to the Company's existing Shareholder Rights Plan was executed between the Company and its transfer agent as Rights Agent, to extend the expiration date of the Shareholder Rights Plan to February 10,  2021 from February 10, 2016.

Item 6.	EXHIBITS
4.	Amendment to Shareholder Rights Plan between the Company and American Stock Transfer and Trust Company dated November 10, 2015.
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101.1	The following financial statements from AmBase Corporation's quarterly report on Form 10-Q for the quarter ended September 30, 2015 formatted in XBRL:  (i) Condensed Consolidated Statement of Operations (unaudited); (ii) Condensed Consolidated Balance Sheets (unaudited); (iii) Condensed Consolidated Statements of Cash Flow (unaudited); and (iv) Notes to Condensed Consolidated Financial Statements (unaudited).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMBASE CORPORATION

	/s/ John Ferrara
By	JOHN FERRARA Vice President, Chief Financial Officer and Controller (Duly Authorized Officer and Principal Financial and Accounting Officer)
Date:	November 10, 2015

EX-31.1

				Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard A. Bianco, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of AmBase Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
			/s/ Richard A. Bianco
			Richard A. Bianco
			Chairman, President and Chief Executive Officer
			AmBase Corporation
			Date:  November 10, 2015

EX-31.2

				Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Ferrara, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of AmBase Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
			/s/ John Ferrara
			John Ferrara
			Vice President, Chief Financial Officer, and Controller
			AmBase Corporation
			Date:  November 10, 2015

EX-32.1

			Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
In connection with the annual report of AmBase Corporation (the "Company") on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Bianco, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
		/s/ Richard A. Bianco
		Richard A. Bianco
		Chairman, President and Chief Executive Officer
		AmBase Corporation
		Date:  November 10, 2015

EX-32.2

			Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
In connection with the quarterly report of AmBase Corporation (the "Company") on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Ferrara, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
		/s/ John Ferrara
		John Ferrara
		Vice President and Chief Financial Officer
		AmBase Corporation
		Date:  November 10, 2015

EX-4

RESOLVED, that Amendment No. 9 dated as of November 10, 2015 to the RIGHTS AGREEMENT dated as of February 10, 1986, between AMBASE CORPORATION, a Delaware corporation ("the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Rights Agent (the "Rights Agent").

WHEREAS the Company and the Rights Agent are parties to a Rights Agreement, dated as of February 10, 1986, as amended by Amendment No. 1, dated as of March 24, 1989, Amendment No. 2, dated as of November 20, 1990, Amendment No. 3, dated as of February 12, 1991, Amendment No. 4, dated as of October 15, 1993, Amendment No. 5 dated as of February 1, 1996, Amendment No. 6 dated as of November 1, 2000, Amendment No. 7 dated as of November 9, 2005 and Amendment No. 8 dated as of November 10, 2010 (collectively, as amended the "Rights Agreement").  The Company and the Rights Agent deem it desirable now to amend the Rights Agreement as set forth herein.  Unless otherwise provided, all capitalized terms shall have the same meaning ascribed to them in the Rights Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Rights Agreement, the parties hereto hereby agree as follows:

1.	The Section 7(a)(i) of the Rights Agreement be amended to read in its entirety as follows:
	Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights; Certain Rights Null and Void.
(a)The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal corporate trust office of the Rights Agent, together with payment of the then-current Purchase Price for each Common Share as to which the Rights are exercised, at or prior to the earlier of (i) the Close of Business on February 10, 2021 (the "Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date").
2.	Except as expressly modified hereby, the Rights Agreement shall continue to govern the respective rights and obligations of the parties hereto.

[Remainder intentionally left blank continued on next page.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 to the Rights Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

				AMBASE CORPORATION
Attest:			By:	/s/ John Ferrara
				John Ferrara
				Vice President and Chief Financial Officer
By:	/s/ Richard A. Bianco
	Richard A. Bianco
	Chairman, President and Chief Executive Officer
[SEAL]
				AMERICAN STOCK TRANSFER & TRUST
				COMPANY, as Rights Agent
Attest:			By:	/s/ Jennifer Donovan
			Name:	Jennifer Donovan
			Title:	Senior Vice President
By:		/s/Alexandra Albrecht
Name:		Alexandra Albrecht
Title:		Vice President
[SEAL]

XML

Investment Securities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Held-to-maturity Securities [Line Items]
Carrying value	$ 0		$ 0		$ 0
Cost or amortized cost	0		0		0
Fair value	0		0		0
Schedule of Trading Securities and Other Trading Assets [Line Items]
Carrying Value	0		0		0
Cost or amortized cost	0	$ 0	0	$ 0	0
Fair Value	0	0	0	0	0
Gross unrealized gains (losses) on investment securities held to maturity [Abstract]
Gross unrealized gains (losses)	0		0		0
Realized gains (losses) on investment securities - trading [Abstract]
Net sale proceeds	0	0	0	956
Cost basis	0	0	0	936
Realized gains (losses)	0	0	0	20
Unrealized gains (losses) on investment securities [Abstract]
Cost basis	0	0	0	0	0
Current value	0	0	0	0	0
Unrealized gains (losses)	0	$ 0	0	$ 0
Equity Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Carrying Value	0		0		0
Cost or amortized cost	0		0		0
Fair Value	0		0		0
Unrealized gains (losses) on investment securities [Abstract]
Cost basis	0		0		0
Current value	0		0		0
US Treasury Bills [Member]
Held-to-maturity Securities [Line Items]
Carrying value	0		0		0
Cost or amortized cost	0		0		0
Fair value	$ 0		$ 0		$ 0

XML

Real Estate Owned

9 Months Ended

Sep. 30, 2015

Real Estate Owned [Abstract]

Real Estate Owned

Note 4 –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 its offices; 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, 2015
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, 2015, 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.

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Common Stock Repurchase Plan (Details) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($) 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

XML

Savings Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Matching contributions to savings plan charged to expense [Abstract]
Company matching contributions	$ 0	$ 0	$ 30	$ 29
Employer match % (in hundredths)	33.00%	33.00%	33.00%	33.00%

XML

Incentive Plans (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Incentive Plans [Abstract]
Number of stock options outstanding (in shares)	0		0
Number of stock options granted (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

XML

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Jun. 30, 2015	Mar. 31, 2015
Components of income tax expense (benefit) [Abstract]
Federal - current	$ 0	$ 250,000	$ 0	$ 731,000
State - current	38,000	387,000	105,000	1,211,000
Total current	38,000	637,000	105,000	1,942,000
Federal - deferred	(518,000)	(460,000)	(1,226,000)	(1,422,000)
State - deferred	0	0	0	0
Change in valuation allowance	518,000	460,000	1,226,000	1,422,000
Total deferred	0	0	0	0
Income tax expense (benefit)	38,000	637,000	105,000	1,942,000
Components of pretax income (loss) and difference between income taxes [Abstract]
Income (loss) before income taxes	(1,479,000)	(1,315,000)	(3,502,000)	(4,062,000)
Tax expense (benefit) [Abstract]
Tax at statutory federal rate	(518,000)	(460,000)	(1,226,000)	(1,422,000)
State income taxes	38,000	30,000	105,000	140,000
Federal interest	0	250,000	0	731,000
State interest	0	357,000	0	1,071,000
Permanent items	0	0	0	0
Other	0	0	0	0
Change in valuation allowance	518,000	460,000	1,226,000	1,422,000
Income tax expense (benefit)	$ 38,000	$ 637,000	$ 105,000	$ 1,942,000
Reconciliation of federal statutory rate to effective income tax rate [Abstract]
Tax at statutory federal rate (in hundredths)	35.00%	35.00%	35.00%	35.00%
State income taxes (in hundredths)	(2.80%)	(2.30%)	(3.00%)	(3.50%)
Federal interest (in hundredths)	0.00%	(19.00%)	0.00%	(18.00%)
State interest (in hundredths)	0.00%	(27.20%)	0.00%	(26.30%)
Permanent differences, tax credits and other adjustments (in hundredths)	0.00%	0.00%	0.00%	0.00%
Other (in hundredths)	0.00%	0.00%	0.00%	0.00%
Change in valuation allowance (in hundredths)	(35.00%)	(35.00%)	(35.00%)	(35.00%)
Effective income tax rate (in hundredths)	(2.80%)	(48.50%)	(3.00%)	(47.80%)
Roll Forward of Uncertain Tax Positions Reserve, Excluding Accrued Federal and State Interest [Abstract]
Uncertain tax position reserve excluding accrued interest, at beginning of period			$ 0	$ 34,157,000	$ 34,157,000
Federal uncertain tax position reserve excluding accrued interest			0		(18,429,000)
State uncertain tax position reserve excluding accrued interest			0		(15,728,000)
Uncertain tax position reserve excluding accrued interest, at end of period	$ 0		0		$ 0
Interest expense related to uncertain tax positions [Abstract]
Federal	0	$ 250,000	0	731,000
State jurisdictions	0	357,000	0	1,071,000
Interest expense - taxes	0	$ 607,000	0	$ 1,802,000
Operating Loss Carryforwards [Line Items]
AMT Credits							$ 21,500,000
Net deferred tax asset arising primarily from NOL carryforwards and AMT credits [Abstract]
Net deferred tax asset	35,100,000		35,100,000			$ 32,900,000
Valuation allowance	(35,100,000)		(35,100,000)			(32,900,000)
Net deferred tax asset recognized	0		$ 0			$ 0
Tax Year 2015 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2015
Tax year expiring			2035
Operating loss carryforwards, amount	0		$ 0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	32,600,000		32,600,000
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	10,000,000		$ 10,000,000
First Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2006 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2006
Tax year expiring			2026
Operating loss carryforwards, amount	500,000		$ 500,000
First Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2007 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2007
Tax year expiring			2027
Operating loss carryforwards, amount	12,700,000		$ 12,700,000
First Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2008 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2008
Tax year expiring			2028
Operating loss carryforwards, amount	4,600,000		$ 4,600,000
First Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2009 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2009
Tax year expiring			2029
Operating loss carryforwards, amount	2,400,000		$ 2,400,000
First Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2010 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2010
Tax year expiring			2030
Operating loss carryforwards, amount	1,900,000		$ 1,900,000
First Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2011 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2011
Tax year expiring			2031
Operating loss carryforwards, amount	1,900,000		$ 1,900,000
First Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2013 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2013
Tax year expiring			2033
Operating loss carryforwards, amount	3,700,000		$ 3,700,000
First Originated Loss Carryforwards [Member] | State [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2011
Tax year expiring			2031
Operating loss carryforwards, amount	1,900,000		$ 1,900,000
Second Originated Loss Carryforward [Member] | Federal [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2014
Second Originated Loss Carryforward [Member] | Federal [Member] | Tax Year 2014 [Member]
Operating Loss Carryforwards [Line Items]
Tax year expiring			2034
Operating loss carryforwards, amount	4,900,000		$ 4,900,000
Second Originated Loss Carryforward [Member] | State [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2013
Tax year expiring			2033
Operating loss carryforwards, amount	3,400,000		$ 3,400,000
Third Originated Loss Carryforward [Member] | State [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2014
Tax year expiring			2034
Operating loss carryforwards, amount	4,700,000		$ 4,700,000
Fourth Originated Loss Carryforward [Member] | State [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2015
Tax year expiring			2035
Operating loss carryforwards, amount	$ 0		$ 0

XML

Investment Securities

9 Months Ended

Sep. 30, 2015

Investment Securities [Abstract]

Investment Securities

Note 3 - Investment Securities

Investment securities - held to maturity consist of the following:

September 30, 2015

December 31, 2014

(in thousands)

Carrying Value

Cost or Amortized Cost

Fair Value

Carrying Value

Cost or Amortized Cost

Fair Value

Held to Maturity:

U.S. Treasury Bills

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

Investment securities - trading consist of the following:

September 30, 2015

December 31, 2014

(in thousands)

Carrying Value

Cost or Amortized Cost

Fair Value

Carrying Value

Cost or Amortized Cost

Fair Value

Trading:

Equity Securities

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

Realized gains (losses) on the sales of investment securities - trading are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2015		2014		2015		2014
Net sale proceeds	$	-	$	-	$	-	$	956
Cost basis		-		-		-		936
Realized gains (losses)	$	-	$	-	$	-	$	20

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Operating expenses:
Compensation and benefits	$ 448	$ 458	$ 1,481	$ 1,429
Professional and outside services	54	73	206	246
Property operating and maintenance	26	36	96	103
Depreciation	12	12	36	36
Insurance	41	41	114	66
Other operating	104	87	238	229
Total operating expenses	685	707	2,171	2,109
Operating income (loss)	(685)	(707)	(2,171)	(2,109)
Interest income	0	2	0	10
Realized gains (losses) on sales of investment securities	0	0	0	20
Other income	0	0	0	0
Equity income (loss) - 111 West 57th Partners LLC	(794)	(610)	(1,331)	(1,983)
Income (loss) before income taxes	(1,479)	(1,315)	(3,502)	(4,062)
Income tax expense (benefit)	38	637	105	1,942
Net income (loss)	(1,517)	(1,952)	(3,607)	(6,004)
Less: net income (loss) attributable to non-controlling interest	0	0	(34)	0
Net income (loss) attributable to controlling interest	$ (1,517)	$ (1,952)	$ (3,573)	$ (6,004)
Net income (loss) per common share - basic (in dollars per share)	$ (0.04)	$ (0.05)	$ (0.09)	$ (0.15)
Net income (loss) per common share - assuming dilution (in dollars per share)	$ (0.04)	$ (0.05)	$ (0.09)	$ (0.15)
Weighted average common shares outstanding - basic (in shares)	40,738	40,738	40,738	40,811
Weighted average common shares outstanding - assuming dilution (in shares)	40,738	40,738	40,738	40,811

XML

Organization

9 Months Ended

Sep. 30, 2015

Organization [Abstract]

Organization

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, 2014.

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 investment securities and cash equivalents.  As further discussed in Note 5, the Company owns an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57^th Street in New York, New York (the "111 West 57^th Property").  The Company continues to evaluate a number of possible acquisitions and is engaged in the management of its assets and liabilities.

XML

Common Stock Repurchase Plan (Tables)

9 Months Ended

Sep. 30, 2015

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, 2015
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	September 30, 2015
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

XML

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2015

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,
	2015			2014			2015			2014
Federal – current	$	-		$	250		$	-		$	731
State – current		38			387			105			1,211
Total current		38			637			105			1,942
Federal – deferred		(518	)		(460	)		(1,226	)		(1,422	)
State - deferred		-			-			-			-
Change in valuation allowance		518			460			1,226			1,422
Total deferred		-			-			-			-
Income tax expense (benefit)	$	38		$	637		$	105		$	1,942

Income tax reconciliation

The components of pretax income (loss) and the difference between income taxes computed at the statutory federal rate and the provision for income taxes are as follows:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Income (loss) before income taxes	$	(1,479	)	$	(1,315	)	$	(3,502	)	$	(4,062	)
Tax expense (benefit):
Tax at statutory federal rate	$	(518	)	$	(460	)	$	(1,226	)	$	(1,422	)
State income taxes		38			30			105			140
Federal interest		-			250			-			731
State interest		-			357			-			1,071
Permanent items		-			-			-			-
Other		-			-			-			-
Change in valuation allowance		518			460			1,226			1,422
Income tax expense (benefit)	$	38		$	637		$	105		$	1,942

Calculation of net federal uncertain tax position reserve

A roll forward of the uncertain tax positions reserve, excluding accrued federal and state interest is as follows:

(in thousands)	September 30, 2015		December 31, 2014
Uncertain tax position reserve excluding accrued interest, at beginning of period	$	-	$	34,157
Federal uncertain tax position reserve excluding accrued interest		-		(18,429	)
State uncertain tax position reserve excluding accrued interest		-		(15,728	)
Uncertain tax position reserve excluding accrued interest, at end of period	$	-	$	-

Interest expense related to the uncertain tax positions

The interest expense related to the uncertain tax positions is as follows:

(in thousands)	Three Months Ended				Nine Months Ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Federal	$	-	$	250	$	-	$	731
State jurisdictions		-		357		-		1,071
Interest expense - taxes	$	-	$	607	$	-	$	1,802

Alternate minimum tax credit carryforwards

AMT Credits available which are not subject to expiration are as follows:

	Amount
AMT Credits	$	21,500,000

Calculation of net deferred tax assets from NOL carryforwards

The Company has calculated a net deferred tax asset arising primarily from NOL carryforwards and AMT Credits as follows:

	September 30, 2015			December 31, 2014
Net deferred tax asset	$	35,100,000		$	32,900,000
Valuation allowance		(35,100,000	)		(32,900,000	)
Net deferred tax asset recognized	$	-		$	-

Federal [Member]

Operating Loss Carryforwards [Line Items]

Net operating loss carryforwards

The federal NOL carryforwards as of September 30, 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
		$	32,600,000

State [Member]

Operating Loss Carryforwards [Line Items]

Net operating loss carryforwards

The state NOL carryforwards as of September 30, 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
		$	10,000,000

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

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.

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets:
Cash and cash equivalents	$ 3,739	$ 5,299
Investments securities - held to maturity	0	0
Investments securities - trading carried at fair value	0	0
Total investment securities	0	0
Real estate owned:
Land	554	554
Buildings	1,900	1,900
Real estate owned, gross	2,454	2,454
Less: accumulated depreciation	714	678
Real estate owned, net	1,740	1,776
Investment in 111 West 57th Partners LLC	64,919	71,038
Other assets	413	378
Total assets	70,811	78,491
Liabilities:
Accounts payable and accrued liabilities	715	722
Other liabilities	0	0
Total liabilities	$ 715	$ 722
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock ($0.01 par value, 200,000 authorized, 46,410 issued and 40,738 outstanding in 2015 and 2014)	$ 464	$ 464
Additional paid-in capital	548,304	548,304
Accumulated deficit	(473,504)	(469,931)
Treasury stock, at cost - 2015 - 5,672 shares and 2014 - 5,672 shares	(5,168)	(5,168)
Total stockholders' equity	70,096	73,669
Non-controlling interest	0	4,100
Total stockholders' equity including non-controlling interest	70,096	77,769
Total liabilities and stockholders' equity	$ 70,811	$ 78,491

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

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.

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Document and Entity Information - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2015	Jun. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	AMBASE CORP
Entity Central Index Key	0000020639
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 Public Float			$ 62
Entity Common Stock, Shares Outstanding		40,737,751
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015

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Investment Securities (Tables)

9 Months Ended

Sep. 30, 2015

Investment Securities [Abstract]

Investment securities held to maturity

Investment securities - held to maturity consist of the following:

September 30, 2015

December 31, 2014

(in thousands)

Carrying Value

Cost or Amortized Cost

Fair Value

Carrying Value

Cost or Amortized Cost

Fair Value

Held to Maturity:

U.S. Treasury Bills

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

Investment securities held for trading

Investment securities - trading consist of the following:

September 30, 2015

December 31, 2014

(in thousands)

Carrying Value

Cost or Amortized Cost

Fair Value

Carrying Value

Cost or Amortized Cost

Fair Value

Trading:

Equity Securities

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

-

Realized gains (losses) on investment securities

Realized gains (losses) on the sales of investment securities - trading are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2015		2014		2015		2014
Net sale proceeds	$	-	$	-	$	-	$	956
Cost basis		-		-		-		936
Realized gains (losses)	$	-	$	-	$	-	$	20

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2015	Dec. 31, 2014
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000	200,000
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

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Common Stock Repurchase Plan

9 Months Ended

Sep. 30, 2015

Common Stock Repurchase Plan [Abstract]

Common Stock Repurchase Plan

Note 7 – 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, 2015
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	September 30, 2015
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

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Savings Plan

9 Months Ended

Sep. 30, 2015

Savings Plan [Abstract]

Savings Plan

Note 6 - 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, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Company matching contributions	$	-		$	-		$	30		$	29
Employer match %		33	%		33	%		33	%		33	%

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Incentive Plans (Tables)

9 Months Ended

Sep. 30, 2015

Incentive Plans [Abstract]

Common stock reserved for issuance under stock option and other 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, 2015
1993 Stock Incentive Plan	4,320
Other employee benefit plan	110
Total common shares reserved for issuance	4,430

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Real Estate Owned (Tables)

9 Months Ended

Sep. 30, 2015

Real Estate Owned [Abstract]

Information relating to real estate owned

Information relating to the Company's real estate owned in Greenwich, Connecticut is as follows:

	September 30, 2015
Area of building in square feet	14,500
Square feet utilized by Company	3,500
Number of years depreciation is based upon	39

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Legal Proceedings

9 Months Ended

Sep. 30, 2015

Legal Proceedings [Abstract]

Legal Proceedings

Note 10 - 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, 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.

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Incentive Plans

9 Months Ended

Sep. 30, 2015

Incentive Plans [Abstract]

Incentive Plans

Note 8 – 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, upon awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for issuance for 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, 2015 and 2014. No stock options were outstanding at September 30, 2015 or December 31, 2014.

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, 2015
1993 Stock Incentive Plan	4,320
Other employee benefit plan	110
Total common shares reserved for issuance	4,430

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Income Taxes

9 Months Ended

Sep. 30, 2015

Income Taxes [Abstract]

Income Taxes

Note 9 - 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,
	2015			2014			2015			2014
Federal – current	$	-		$	250		$	-		$	731
State – current		38			387			105			1,211
Total current		38			637			105			1,942
Federal – deferred		(518	)		(460	)		(1,226	)		(1,422	)
State - deferred		-			-			-			-
Change in valuation allowance		518			460			1,226			1,422
Total deferred		-			-			-			-
Income tax expense (benefit)	$	38		$	637		$	105		$	1,942

The components of pretax income (loss) and the difference between income taxes computed at the statutory federal rate and the provision for income taxes are as follows:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Income (loss) before income taxes	$	(1,479	)	$	(1,315	)	$	(3,502	)	$	(4,062	)
Tax expense (benefit):
Tax at statutory federal rate	$	(518	)	$	(460	)	$	(1,226	)	$	(1,422	)
State income taxes		38			30			105			140
Federal interest		-			250			-			731
State interest		-			357			-			1,071
Permanent items		-			-			-			-
Other		-			-			-			-
Change in valuation allowance		518			460			1,226			1,422
Income tax expense (benefit)	$	38		$	637		$	105		$	1,942

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,
	2015	2014	2015		2014
Tax at statutory federal rate	35.0%	35.0%	35.0%		35.0%
State income taxes	(2.8)%	(2.3)%	(3.0)%		(3.5)%
Federal interest	0.0%	(19.0)%	0.0%		(18.0)%
State interest	0.0%	(27.2)%	0.0%		(26.3)%
Permanent differences, tax credits and other adjustments	-	-	-		-
Other	-	-	-		-
Change in valuation allowance	(35.0)%	(35.0)%	(35.0)%	)	(35.0)%
Effective income tax rate	(2.8)%	(48.5)%	(3.0)%		(47.8)%

The Company has not been notified of any other 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 2011.  Interest and/or penalties related to underpayments of income taxes, or if applicable on uncertain tax positions, 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, 2015, reflects a provision for a minimum tax on capital imposed by the state jurisdictions.  State income tax amounts for the three months and nine months ended September 30, 2014, included accrued state interest expense for uncertain tax positions and a provision for a minimum tax on capital imposed by the state jurisdictions.

Pursuant to the accounting principles with regard to recognition of uncertain tax positions, (ASC 740-10, Accounting for Income Taxes), the Company had been required to record an uncertain tax position liability to reflect the net tax effect plus accrued interest for potential tax audit adjustments with regard to the Company's 2012 federal income tax return as filed.  .  The Company had recorded an indemnification asset – federal tax gross-up to reflect the net amount (excluding accrued interest) of the federal uncertain tax position reserve recognized.  A portion of the uncertain tax position reserve was attributable to certain state taxes on the Settlement Amount which were not reimbursable to the Company as part of the Settlement Agreement.  In December 2014, the IRS completed their review of the examination of the Company's 2012 federal income tax return with no change to the tax return as filed.  As a result, the Company, in December 2014, recorded a reversal of the indemnification asset – federal tax gross-up and the reversal of the uncertain tax position reserve, as noted in the table herein below.  The Company believes that if any additional federal tax had been owed as a result of any adjustments, these potential amounts would be reimbursable to the Company pursuant to the tax gross-up provision of the Settlement Agreement

In connection with the uncertain tax position reserve in 2014, the Company accrued federal and state interest expense for the potential underpayment of 2012 taxes.  The interest expense was included as a component of income tax expense (benefit) in the consolidated condensed statement of operations and as a component of the uncertain tax position reserve in the consolidated condensed balance sheets.

A roll forward of the uncertain tax positions reserve, excluding accrued federal and state interest is as follows:

(in thousands)	September 30, 2015		December 31, 2014
Uncertain tax position reserve excluding accrued interest, at beginning of period	$	-	$	34,157
Federal uncertain tax position reserve excluding accrued interest		-		(18,429	)
State uncertain tax position reserve excluding accrued interest		-		(15,728	)
Uncertain tax position reserve excluding accrued interest, at end of period	$	-	$	-

The interest expense related to the uncertain tax positions is as follows:

(in thousands)	Three Months Ended				Nine Months Ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Federal	$	-	$	250	$	-	$	731
State jurisdictions		-		357		-		1,071
Interest expense - taxes	$	-	$	607	$	-	$	1,802

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 September 30, 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
		$	32,600,000

AMT Credits available which are not subject to expiration are as follows:

	Amount
AMT Credits	$	21,500,000

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 September 30, 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
		$	10,000,000

The Company has calculated a net deferred tax asset arising primarily from NOL carryforwards and AMT Credits as follows:

	September 30, 2015			December 31, 2014
Net deferred tax asset	$	35,100,000		$	32,900,000
Valuation allowance		(35,100,000	)		(32,900,000	)
Net deferred tax asset recognized	$	-		$	-

A valuation allowance has been established for the entire net deferred tax asset, as management, at the current time, has no basis to conclude that realization is more likely than not.  At the current time management does not believe that any significant changes in unrecognized income tax benefits are expected to occur over the next year.

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Subsequent Events

9 Months Ended

Sep. 30, 2015

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, 2015, through the report issuance date.

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Savings Plan (Tables)

9 Months Ended

Sep. 30, 2015

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, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Company matching contributions	$	-		$	-		$	30		$	29
Employer match %		33	%		33	%		33	%		33	%

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Real Estate Owned (Details) - Commercial Office Building [Member] - ft²	6 Months Ended
	Jun. 30, 2015	Sep. 30, 2015
Property, Plant And Equipment [Line Items]
Area of office building (in square feet)		14,500
Area of office building utilized for executive offices (in square feet)	3,500
Useful life	39 years

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Consolidated Statements of Cash Flows (Unaudited) [Abstract]
Net income (loss)	$ (3,607)	$ (6,004)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation	36	36
Realized (gains) losses on sales of investment securities	0	(20)
Provision for uncertain tax position reserve	0	1,802
Equity (income) loss - 111 West 57th Partners LLC	1,331	1,983
Changes in operating assets and liabilities:
Accrued interest receivable investment securities	0	0
Other assets	(53)	(185)
Accounts payable and accrued liabilities	27	(101)
Other liabilities	0	0
Net cash provided (used) by operating activities	(2,266)	(2,489)
Cash flows from investing activities:
Maturities of investment securities - held to maturity	0	27,793
Purchases of investment securities - held to maturity	0	(12,995)
Sales of investment securities - trading	0	956
Purchases of investment securities - trading	0	(936)
Equity investment - 111 West 57th Partners LLC	(6,911)	(12,523)
Return of equity investment - 111 West 57th Partners LLC	11,699	0
Non-controlling interest contribution	5,768	0
Return of non-controlling interest contribution, net	(9,868)	0
Proceeds from (investment in) real estate limited partnership	18	22
Net cash provided (used) by investing activities	706	2,317
Cash flows from financing activities:
Common stock repurchased for treasury	0	(525)
Net cash provided (used) by financing activities	0	(525)
Net change in cash and cash equivalents	(1,560)	(697)
Cash and cash equivalents at beginning of period	5,299	6,940
Cash and cash equivalents at end of period	3,739	6,243
Supplemental cash flow disclosure:
Income taxes paid	$ 109	$ 265

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Investment in 111 West 57th Partners LLC

9 Months Ended

Sep. 30, 2015

Investment in 111 West 57th Partners LLC [Abstract]

Investment in 111 West 57th Partners LLC [Text Block]

Note 5 – Investment in 111 West 57^th Partners LLC

On June 28, 2013, 111 West 57^th Investment LLC, ("Investment LLC"), a then newly formed subsidiary of the Company, entered into a joint venture agreement (as amended, the "JV Agreement") with 111 West 57^th Sponsor LLC, (the "Sponsor"), pursuant to which Investment LLC invested (the "Investment") in a real estate development property to purchase and develop the 111 West 57^th Street Property (the "111 West 57^th Property").  In consideration for making the Investment, Investment LLC was granted a  membership interest in 111 West 57^th Partners LLC ("111 West 57^th Partners"), which indirectly acquired the 111 West 57^th Property on June 28, 2013 (the "Joint Venture," and such date, the "Closing Date").  The Company also indirectly contributed an additional amount to the Joint Venture in exchange for an additional indirect interest in the Joint Venture.  Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Joint Venture plans to redevelop the 111 West 57^th Property into a luxury residential tower and retail project.

Amounts relating to the Company's initial investment and other information relating to the 111 West 57^th Property is as follows:

($ 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 Partners obtained financing for the 111 West 57^th Property.  The financing was obtained in two parts; (i) a first mortgage construction loan with AIG Asset Management (US), LLC, ("AIG") and (ii) a mezzanine loan with Apollo Commercial Real Estate Finance, Inc., ("Apollo").  Both loans have a four-year term with a one-year extension option subject to satisfying certain conditions.  The loan agreements also include customary events of default and other customary terms and conditions.  Simultaneously with the closing of the AIG and the Apollo financing, 111 West 57^th Partners repaid all outstanding liabilities and obligations to Annaly CRE, LLC under the initial mortgage and acquisition loan agreement, dated June 28, 2013, between 111 West 57^th Partners and Annaly CRE, LLC.  The remaining loan proceeds will be drawn down and used as necessary for construction and related costs, loan interest escrow and other related project expenses for development of the 111 West 57^th Property.

Information relating to the June 30, 2015 financing for 111 West 57^th Partners is as follows:

(in thousands)
Financing obtained by 111 West 57th Partners	$	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 Partners (the "July 2015 Distribution").  In connection therewith, the Company, principally through Investment LLC, received a distribution but reserved its rights to dispute the actual amount to which it is entitled based on the 111 West 57^th Partners Operating Agreement and the Company's percentage interests thereunder.  In accordance with the Second Amended and Restated Investment Operating Agreement as noted herein, the Company through Investment LLC fully repaid 111 West 57^th Capital LLC, an entity wholly owned by Mr. R.A. Bianco ("Capital LLC"), its capital contributions as noted below.  The remaining amount was retained by the Company.

Information relating to the July 2015 Distribution is as follows:

(in thousands)
Distribution attributible 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) fifty percent 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 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 Property, the Company's management and its Board of Directors concluded that, given the continuing development risks of the 111 West 57^th Property and the Company's financial position, the Company should not at that time increase its already significant concentration and risk exposure to the 111 West 57th Property.  Nonetheless, the Company sought to limit dilution of its interest in the Joint Venture resulting from any failure to fund the capital call requirements, but at the same time wished to avoid the time, expense and financial return requirements (with attendant dilution and possible loss of voting rights) that obtaining a replacement third-party investor would require. The Company therefore entered into a second amended and restated operating agreement for Investment LLC ("Second Amended and Restated Investment Operating Agreement") pursuant to which Capital LLC was admitted as a member of Investment LLC. In exchange for Capital LLC contributing toward Investment LLC capital calls in respect of the 111 West 57^th Property, 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), 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 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. No other material changes were made to the Amended and Restated Investment Operating Agreement, and neither Mr. Bianco nor Capital LLC has any voting rights with respect to their interest and investment in Investment LLC.

Because of time constraints, concerns regarding the potential level of any financial dilution, complications relating to structure of the investments in the Joint Venture, bank constraints and potential loss of voting rights over the Joint Venture, the terms of Capital LLC's admission to and investment in the Investment LLC were reviewed by the Board of Directors and determined to be no less favorable to the Company than would have been obtained in negotiations with a third party unaffiliated with the Company, even assuming that any such third party investor was available and prepared to fund under the time constraints imposed by the JV Agreement. Based in part on such determination, the Board of Directors (with Mr. Bianco abstaining) unanimously approved the admission of Capital LLC to Investment LLC on the terms described.

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 Property as further described herein.

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 housands)	Nine Months Ended September 30, 2015
Capital Contributions	$	6,911

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.

The Company has recorded the investment in 111 West 57^th Partners utilizing the equity method of accounting, as pursuant to the various agreements the Company has significant influence, but does not have control, as defined under GAAP. Accordingly, the results of operations of 111 West 57^th Partners are included in equity income (loss) in the Company's condensed consolidated statements of operations As of September 30, 2015, the Company's carrying amount of its investment in 111 West 57^th Partners, as noted in the Company's condensed consolidated balance sheet, is greater than the Company's equity in the underlying net assets of 111 West 57^th Partners by $867,000, categorized as goodwill, due to a difference resulting from the reduction in equity for syndication fees paid relating to 111 West 57^th Partners.  The Company reviews its investments and ownership interests recorded under the equity method for impairment on a regular basis and if events or changes in circumstances indicate that a loss in the value of its investment may be other than temporary.  There was no impairment on the Company's equity method investment for the periods ended September 30, 2015 or December 31, 2014.

The following tables present summarized financial information for the Company's equity method investment in 111 West 57^th Partners.  The amounts shown represent 100% of the financial position and results of operations of 111 West 57^th Partners for the dates indicated below.

(in thousands)

Assets:	September 30, 2015		December 31, 2014
Real estate held for development, net	$	415,929	$	326,387
Escrow deposits		9,407		26,011
Other assets		28,790		16,370
Total assets	$	454,126	$	368,768
Liabilities:
Loans payable	$	312,539	$	230,000
Other liabilities		19,178		8,319
Total liabilities		331,717		238,319
Equity:
Total equity		122,409		130,449
Total liabilities and equity	$	454,126	$	368,768

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Rental income	$	-		$	54		$	-		$	337
Expenses		1,316			1,061			2,206			3,621
Net income (loss)	$	(1,316	)	$	(1,007	)	$	(2,206	)	$	(3,284	)

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Investment in 111 West 57th Partners LLC (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)	Jul. 02, 2015 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2013 USD ($) ft²
Investment in 111 West 57th Partners LLC [Abstract]
Company's aggregate initial investment								$ 57,250,000
Company's aggregate initial membership interest % (in hundredths)								60.30%
Other members and Sponsor initial investment								$ 37,750,000
Financing obtained by 111 W 57th Partners							$ 725,000,000
Annaly CRE LLC initial mortgage and acquisition loan repaid							$ 230,000,000
Proceeds Company recd through Investment LLC						$ 11,699,000
Amount of Capital Contr. & Proceeds returned to Capital LLC						9,868,000
Amount of proceeds retained by the Company						$ 1,831,000
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) fifty percent 50% to the Sponsor.
Subordinated participation interest to CEO (in hundredths)	10.00%		10.00%
Percentage of distribution on company's initial investment to be received prior to CEO receiving percentage distribution (in hundredths)	150.00%
Percentage of outstanding shares to be owned by CEO, minimum (in hundredths)	20.00%
Noncontrolling Interest [Line Items]
Equity Method Investment, Additional Capital Contributions			$ 6,911,000
Sponsor calculation of Investment LLC aggregate investment % after dilution (in hundredths)			48.00%
Approximate gross square feet of project | ft²								346,000
Subsequent Event [Line Items]
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity	$ 867,000		$ 867,000
Equity Method Investment, Summarized Financial Information, Assets [Abstract]
Real estate held for development, net	415,929,000		415,929,000		$ 326,387,000
Escrow deposits	9,407,000		9,407,000		26,011,000
Other assets	28,790,000		28,790,000		16,370,000
Total assets	454,126,000		454,126,000		368,768,000
Equity Method Investment, Summarized Financial Information, Liabilities [Abstract]
Mortgage payable	312,539,000		312,539,000		230,000,000
Other liabilities	19,178,000		19,178,000		8,319,000
Total liabilities	331,717,000		331,717,000		238,319,000
Equity:
Total equity	122,409,000		122,409,000		130,449,000
Total liabilities and equity	454,126,000		454,126,000		$ 368,768,000
Income (Loss) [Abstract]
Rental income	0	$ 54,000	0	$ 337,000
Expenses	1,316,000	1,061,000	2,206,000	3,621,000
Net income (loss)	$ (1,316,000)	$ (1,007,000)	$ (2,206,000)	$ (3,284,000)
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), 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 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.

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Investment in 111 West 57th Partners LLC (Tables)

9 Months Ended

Sep. 30, 2015

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 Property is as follows:

($ 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 Partners is as follows:

(in thousands)
Financing obtained by 111 West 57th Partners	$	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 attributible 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 housands)	Nine Months Ended September 30, 2015
Capital Contributions	$	6,911

Equity Method Investments

The following tables present summarized financial information for the Company's equity method investment in 111 West 57^th Partners.  The amounts shown represent 100% of the financial position and results of operations of 111 West 57^th Partners for the dates indicated below.

(in thousands)

Assets:	September 30, 2015		December 31, 2014
Real estate held for development, net	$	415,929	$	326,387
Escrow deposits		9,407		26,011
Other assets		28,790		16,370
Total assets	$	454,126	$	368,768
Liabilities:
Loans payable	$	312,539	$	230,000
Other liabilities		19,178		8,319
Total liabilities		331,717		238,319
Equity:
Total equity		122,409		130,449
Total liabilities and equity	$	454,126	$	368,768

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Rental income	$	-		$	54		$	-		$	337
Expenses		1,316			1,061			2,206			3,621
Net income (loss)	$	(1,316	)	$	(1,007	)	$	(2,206	)	$	(3,284	)