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 June 30, 2016

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)

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 July 31, 2016, 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

June 30, 2016

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	14
Item 4.	Controls and Procedures	17
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity and Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
Signatures		19

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Operating expenses:
Compensation and benefits	$	356		$	443		$	830		$	1,033
Professional and outside services		193			91			302			152
Property operating and maintenance		29			28			62			70
Depreciation		12			12			24			24
Insurance		45			37			81			73
Other operating		41			71			94			134
Total operating expenses		676			682			1,393			1,486
Operating income (loss)		(676	)		(682	)		(1,393	)		(1,486	)
Interest income		-			-			-			-
Other income		-			-			-			-
Equity income (loss) – 111 West 57th Partners LLC		(108	)		(285	)		(500	)		(537	)
Income (loss) before income taxes		(784	)		(967	)		(1,893	)		(2,023	)
Income tax expense (benefit)		35			37			70			67
Net income (loss)		(819	)		(1,004	)		(1,963	)		(2,090	)
Less: net income (loss) attributable to non-controlling interest		-			(20	)		-			(34	)
Net income (loss) attributable to controlling interest	$	(819	)	$	(984	)	$	(1,963	)	$	(2,056	)
Net income (loss) per common share - basic	$	(0.02	)	$	(0.03	)	$	(0.05	)	$	(0.05	)
Net income (loss) per common share - assuming dilution	$	(0.02	)	$	(0.03	)	$	(0.05	)	$	(0.05	)
Weighted average common shares outstanding - basic		40,738			40,738			40,738			40,738
Weighted average common shares outstanding - assuming dilution		40,738			40,738			40,738			40,738

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:	June 30, 2016			December 31, 2015
Cash and cash equivalents	$	1,673		$	3,303
Real estate owned:
Land		554			554
Buildings		1,900			1,900
Real estate owned, gross		2,454			2,454
Less:  accumulated depreciation		750			726
Real estate owned, net		1,704			1,728
Investment in 111 West 57th Partners LLC		63,845			64,345
Other assets		335			258
Total assets	$	67,557		$	69,634
Liabilities and Stockholders' Equity:
Liabilities:
Accounts payable and accrued liabilities	$	442		$	556
Other liabilities		-			-
Total liabilities		442			556
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock ($0.01 par value, 200,000 authorized in 2016, and  200,000 authorized in 2015, 46,410 issued and 40,738 outstanding in 2016 and 40,738 outstanding in 2015)		464			464
Additional paid-in capital		548,304			548,304
Accumulated deficit		(476,485	)		(474,522	)
Treasury stock, at cost – 2016 - 5,672 shares and 2015 – 5,672 shares		(5,168	)		(5,168	)
Total stockholders' equity		67,115			69,078
Total liabilities and stockholders' equity	$	67,557		$	69,634

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

AMBASE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
(in thousands)	2016			2015
Cash flows from operating activities:
Net income (loss)	$	(1,963	)	$	(2,090	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation		24			24
Equity (income) loss - 111 West 57th Partners LLC		500			537
Changes in operating assets and liabilities:
Other assets		(77	)		(97	)
Accounts payable and accrued liabilities		(114	)		(309	)
Other liabilities		-			-
Net cash provided (used) by operating activities		(1,630	)		(1,935	)
Cash flows from investing activities:
Equity investment - 111 West 57th Partners LLC		-			(6,911	)
Non-controlling interest contribution		-			5,768
Proceeds from (investment in) real estate limited partnership		-			-
Net cash provided (used) by investing activities		-			(1,143	)
Net change in cash and cash equivalents		(1,630	)		(3,078	)
Cash and cash equivalents at beginning of period		3,303			5,299
Cash and cash equivalents at end of period	$	1,673		$	2,221
Supplemental cash flow disclosure:
Income taxes paid	$	47		$	83

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, 2015.

The Company's assets currently consist primarily of cash and cash equivalents, an equity investment in a real estate development property and real estate owned.  The Company earns non-operating revenue consisting principally of investment earnings on cash equivalents.  As further discussed in Note 4, 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 is engaged in the management of its assets and liabilities.

The Company's assets currently consist primarily of cash and cash equivalents, an equity investment in a real estate development property and real estate owned.  The Company earns non-operating revenue consisting principally of investment earnings on cash equivalents.  As further discussed in Note 4, 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 is engaged in the management of its assets and liabilities.

The Company has incurred operating losses and used cash for operating activities for the past several years.  The Company has also made significant investments in the 111 West 57^th Street Property since 2013.  The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary.  The Company believes that based on its current level of operating expenses, its existing cash and cash equivalents will be sufficient to fund operating activities through at least the next twelve months from the financial statement issuance date.  The Company's management expects that operating cash needs in 2016 will be met principally by the Company's current financial resources.  Nonetheless, over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured.

In May 2016, the Company and Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") entered into an agreement for Mr. R. A. Bianco to provide a secured working capital line of credit of up to one million dollars ($1,000,000) to the Company on an as needed basis, if necessary, subject to customary and market terms and conditions to be agreed upon at such time.

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 – 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:

	June 30, 2016
Area of building in square feet	14,500
Square feet utilized by Company	3,500
Number of years depreciation is based upon	39

Although the portion of the building not being utilized by the Company is currently unoccupied and available for lease, based on the Company's analysis, the Company believes the property's fair value exceeds the property's current carrying value.  The Company's impairment analysis includes a comprehensive range of factors including but not limited to:  the location of the property; property condition; current market conditions; comparable sales; current market rents in the area; new building zoning restrictions; raw land values; new building construction costs; building operating costs; leasing values; and cap rates for comparable buildings in the area.  Varying degrees of weight are given to each factor.  Based on the Company's analysis these factors taken together and/or considered individually, form the basis for the Company's analysis that no impairment condition exists.

The Company performs impairment tests on a regular basis and if events or circumstances indicate that the property's carrying value may not be recoverable.  Based on the Company's analysis, the Company believes the carrying value of the real estate owned as of June 30, 2016, has not been impaired and therefore, the carrying value of the asset is fully recoverable by the Company.  The building is carried at cost, net of accumulated depreciation.

Note 4 – 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 company formed 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 attributable to Company's investment	$	11,699
Distribution retained by the Company, net of amounts repaid to Capital LLC	$	1,831

The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor.

Additionally, the JV Agreement provides that (i) Mr. Richard A. Bianco (the Company's current Chairman, President and Chief Executive Officer) ("Mr. R. A. Bianco"), his immediate family, and/or any limited liability company wholly-owned thereby, and/or a trust in which Mr. R. A. Bianco and/or his immediate family is the beneficiary, shall at all times own, in the aggregate, not less than 20% of the outstanding shares of AmBase; and (ii) Mr. R. A. Bianco shall remain the Chairman of the Board of Directors of AmBase for the duration of the JV Agreement.

In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10%  subordinated participation interest in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57^th 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 as noted above), second to the Company until it has received 150% of its capital, and; thereafter, available cash is split 10/90 with 10% going to Mr. R.A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance. 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.

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 thousands)	Six Months Ended June 30, 2016
Capital contributions	$	-

In accordance with the JV Agreement, Shortfall Capital Contributions may be treated either as a member loan or as a dilutive capital contribution by the funding party valued at one and one-half times the amount actually contributed.  The Sponsor deemed the Shortfall Capital Contributions as dilutive capital contributions to the Company.   The Company believes in accordance with the terms of the agreements, a portion of the Shortfall Capital Contribution amounts should be treated as a member loan, therefore, resulting in no dilution to the Company.  The Sponsor contends that the Capital Contribution Requests, if taken together, would cause the Company to be diluted to approximately 48%.  The parties are currently in discussions with regard to the calculation of the revised investment percentages resulting from the Capital Contribution Requests, along with the treatment and allocation of these Shortfall Capital Contribution amounts.

In April 2016, the Company filed an action in New York State Supreme Court against the Sponsors, et al., pursuant to which the Company is seeking compensatory damages, as well as punitive damages and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions. For additional information, see Note 9 – Legal Proceedings.

The Company has recorded the investment in 111 West 57^th 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 June 30, 2016, 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 June 30, 2016 or December 31, 2015.

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:	June 30, 2016		December 31, 2015
Real estate held for development, net	$	503,948	$	440,370
Escrow deposits		9,400		9,400
Other assets		22,090		26,827
Total assets	$	535,438	$	476,597
Liabilities:
Loans payable	$	394,207	$	340,693
Other liabilities		20,603		14,447
Total liabilities		414,810		355,140
Equity:
Total members' equity		120,628		121,457
Total liabilities and members' equity	$	535,438	$	476,597

(in thousands)	Three Months Ended June 30, 2016			Three Months Ended June 30, 2015			Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Rental income	$	-		$	-		$	-		$	-
Expenses		179			473			829			890
Net income (loss)	$	(179	)	$	(473	)	$	(829	)	$	(890	)

Note 5 – Savings Plan

The Company sponsors the AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k) Plan" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code").  The Savings Plan permits eligible employees to make contributions of up to a percentage of their compensation, which are matched by the Company at a percentage of the employees' elected deferral.  Employee contributions to the Savings Plan are invested at the employee's discretion, in various investment funds.  The Company's matching contributions are invested in the same manner as the compensation reduction contributions.  All contributions are subject to maximum limitations contained in the Code.

The Company's matching contributions to the Savings Plan, charged to expense, were as follows:

($ in thousands)	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Company matching contributions	$	2		$	-		$	25		$	30
Employer match %		33	%		33	%		33	%		33	%

Note 6 – Common Stock Repurchase Plan

The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of its common stock in the open market. The Repurchase Plan is conditioned upon favorable business conditions and acceptable prices for the common stock.  Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise.  Depending on market conditions and other factors, purchases may be commenced or suspended any time or from time to time without prior notice.  Pursuant to the Repurchase Plan the Company repurchased shares of common stock from unaffiliated parties at various dates at market prices at their time of purchase, including broker commissions.

Information relating to the Repurchase Plan is as follows:

(in thousands)	Six Months Ended June 30, 2016
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	June 30, 2016
Total number of common shares authorized for repurchase	10,000
Total number of common shares repurchased to date	6,226
Total number of shares that may yet be repurchased	3,774

Note 7 – Incentive Plans

Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares") through May 28, 2018.  A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, and awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for the issuance of Restricted Stock Awards and Merit Awards. Such shares shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant.  In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), Options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options.

The fair values of option awards are estimated on the date of grant using the Black-Scholes-Merton option valuation model ("Black-Scholes") that uses certain assumptions at the time of valuation. Expected volatilities are based on historical volatility of the Company's stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is estimated based on the contractual lives of option grants, option vesting period and historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury bond yield in effect at the time of grant.

The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions utilized represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from the amounts previously recorded. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be materially different.  The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of accounting principles generally accepted in the United States of America and reflects all substantive characteristics of the instruments being valued.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, and given the substantial changes in the price per share of the Company's Common Stock, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. There were  stock option grants during the six months ended June 30, 2016 and June 30, 2015.  stock options were outstanding at June 30, 2016 or December 31, 2015.

Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan and other non-related employee benefit plans is as follows:

(in thousands)	June 30, 2016
1993 Stock Incentive Plan	4,320
Other employee benefit plan	110
Total common shares reserved for issuance	4,430

Note 8 – Income Taxes

The Company and its domestic subsidiaries file a consolidated federal income tax return.  The Company recognizes both the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements, calculated based on the provisions of enacted tax laws, including the tax rates in effect for current and future years.  Net deferred tax assets are recognized immediately when a more likely than not criterion is met; that is, a greater than 50% probability exists that the tax benefits will actually be realized sometime in the future.

The components of income tax expense (benefit) are as follows:

(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Federal – current	$	-	$	-	$	-	$	-
State – current		35		37		70		67
Total current		35		37		70		67
Federal – deferred		-		-		-		-
State - deferred		-		-		-		-
Total deferred		-		-		-		-
Income tax expense (benefit)	$	35	$	37	$	70	$	67

A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2016	2015	2016		2015
Tax at statutory federal rate	35.0%	35.0%	35.0%		35.0%
State income taxes	4.5%	3.8%	3.7%		3.3%
Permanent differences	-	-	-		-
Other	-	-	-		-
Change in valuation allowance	(35.0)%	(35.0)%	(35.0)%	)	(35.0)%
Effective income tax rate	4.5%	3.8%	3.7%		3.3%

The Company has not been notified of any potential tax audits by any federal, state or local tax authorities.  As such, the Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2012.  Interest and/or penalties related to underpayments of income taxes, or on uncertain tax positions, if applicable, would be included as a component of income tax expense (benefit).  The accompanying financial statements do not include any amounts for penalties.

State income tax amounts for the three months and  six months ended June 30, 2016, and three months and  six months ended June 30, 2015 reflects a provision for a tax on capital imposed by the state jurisdictions.

The utilization of certain carryforwards and carrybacks is subject to limitations under U.S. federal income tax laws. Based on the Company's federal tax returns as filed, the Company estimates it has federal NOL carryforwards and federal alternative minimum tax credit carryforwards ("AMT Credits"), available to reduce future federal taxable income which would expire if unused, as indicated below.

The federal NOL carryforwards as of December 31, 2015 are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2006	2026	$	500,000
2007	2027		12,700,000
2008	2028		4,600,000
2009	2029		2,400,000
2010	2030		1,900,000
2011	2031		1,900,000
2013	2033		3,700,000
2014	2034		4,900,000
2015	2035		2,700,000
		$	35,300,000

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

	Amount
AMT Credits	$	21,000,000

Based on the Company's state tax returns as filed, the Company estimates that it has state NOL carryforwards available to reduce future state taxable income, which would expire if unused, as indicated below.

The state NOL carryforwards as of December 31, 2015,are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2011	2031	$	1,900,000
2013	2033		3,400,000
2014	2034		4,700,000
2015	2035		2,600,000
		$	12,600,000

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

	June 30, 2016			December 31, 2015
Deferred tax asset	$	35,900,000		$	34,500,000
Valuation allowance		(35,900,000	)		(34,500,000	)
Net deferred tax asset recognized	$	-		$	-

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

Note 9 – Legal Proceedings

From time to time, the Company and its subsidiaries may be named as a defendant in various lawsuits or proceedings.  At the current time, the Company is unaware of any legal proceedings pending against the Company.  The Company intends to aggressively contest all litigation and contingencies, as well as pursue all sources for contributions to settlements.

The Company is a party to a lawsuit as follows:

AmBase v. 111 West 57^th Sponsor LLC, et al. In April 2016, the Company initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No. 652301/2016, against defendants 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, KM Equity LLC, Kevin Maloney, Matthew Phillips, Michael Stern, and Ned White (collectively, "Defendants") and nominal defendant 111 West 57th Investment LLC. AmBase alleges in this action that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57^th Partners, to develop the 111 West 57^th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. AmBase is seeking compensatory damages, as well as punitive damages and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions received by the Defendants. The complaint in this action has been filed and discovery is in the initial stages.

Note 10 - Stockholders' Equity

Authorized common stock consists of the following:

(shares in thousands)	July 15, 2016		December 31, 2015
Par value	$	0.01	$	0.01
Authorized shares		85,000		200,000
Issued shares		46,410		46,410
Outstanding shares		40,738		40,738

Authorized cumulative preferred stock consists of the following:

(shares in thousands)	July 15, 2016		December 31, 2015
Par value	$	0.01	$	0.01
Authorized shares		20,000		50,000
Issued shares		-		-
Outstanding shares		-		-

At the Company's June 2, 2016 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to reduce the number of authorized shares of the Company's common stock and cumulative preferred stock as noted above.  A copy of the Company's Amended and Restated Certificate of Incorporation as filed and recorded with the Secretary of State of the State of Delaware effective as of July 15, 2016 is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

Note 11 - Subsequent Events

The Company has performed a review of events subsequent to the balance sheet dated June 30, 2016, 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) risks with regard to whether or not the Company's current financial resources will be adequate to fund operations over the next twelve months from financial statement issuance date; (viii) changes in the rate of inflation and the related impact on the securities markets; (ix) changes in federal and state tax laws; (x) assumptions regarding the outcome of legal and/or tax matters, based in whole or in part upon consultation with outside advisors; and (xi) 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, 2015.

BUSINESS OVERVIEW

AmBase Corporation (the "Company") is a holding company which has an equity investment in a real estate development 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 cash equivalents.  As further discussed in Part I – Item 1 - Note 4 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 is engaged in the management of its assets and liabilities.

LIQUIDITY AND CAPITAL RESOURCES

The Company's assets at June 30, 2016, aggregated $67,557,000, consisting principally of cash and cash equivalents of $1,673,000, an equity investment in a real estate development property of $63,845,000 and real estate owned, net of $1,704,000.  At June 30, 2016, the Company's liabilities aggregated $442,000.  Total stockholders' equity was $67,115,000.

The Company has incurred operating losses and used cash for operating activities for the past several years.  The Company has also made significant investments in the 111 West 57^th Street Property since 2013.  The Company has continued to keep operating expenses at a reduced level, however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary.  The Company believes that based on its current level of operating expenses, its existing cash and cash equivalents will be sufficient to fund operating activities through at least the next twelve months from the financial statement issuance date.  The Company's management expects that operating cash needs in 2016 will be met principally by the Company's current financial resources.  Nonetheless, over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured.

In May 2016, the Company and Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") entered into an agreement for Mr. R. A. Bianco to provide a secured working capital line of credit of up to one million dollars to the Company on an as needed basis, if necessary, subject to customary and market terms and conditions to be agreed upon at such time.  A copy of such agreement was filed as exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended March 31, 2016.

For the six months ended June 30, 2016, cash of $1,630,000 was used by operations for the payment of operating expenses and prior year accruals.  The cash needs of the Company for the six months ended June 30, 2016, were satisfied by the Company's financial resources.

For the six months ended June 30, 2015, cash of $1,935,000 was used by operations, for the payment of operating expenses and prior year accruals.  The cash needs of the Company for the six months ended June 30, 2015, were principally satisfied by the Company's financial resources.

In April 2016, the Company filed an action in New York State Supreme Court against the Sponsors, et al., pursuant to which the Company is seeking compensatory damages, as well as punitive damages and equitable relief, including a declaration of the parties' rights, an accounting, and a constructive trust over distributions.  For additional information, see Part I – Item 1 – Note 9 to the Company's condensed consolidated financial statements.

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 June 30, 2016, has not been impaired.

Accounts payable and accrued liabilities as of June 30, 2016, decreased from December 31, 2015, principally as a result of the payment of prior year accruals.

There are no other material commitments for capital expenditures as of June 30, 2016.  Inflation has had no material impact on the business and operations of the Company.

Results of Operations for the Three Months and Six Months Ended June 30, 2016 vs. the Three Months and Six Months Ended June 30, 2015

The Company earns non-operating revenue consisting principally of investment earnings on cash equivalents.  The Company's management believes that its 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 $819,000 or $0.02 per share and $1,963,000 or $0.05 per share in the three months and six months ended June 30, 2016 respectively, compared to a net loss of $1,004,000 or $0.03 per share and $2,090,000 or $0.05 per share in the respective 2015 periods.

Compensation and benefits were $356,000 and $830,000 in the three months and six months ended June 30, 2016, respectively compared to $443,000 and $1,033,000 in the respective 2015 periods.  No stock based compensation expense was recorded in the six months ended June 30, 2016 or June 30, 2015.  The decrease in the 2016 three month and six month periods is due to a decrease in incentive compensation accruals in the 2016 periods versus the comparable 2015 periods.

Professional and outside services increased to $193,000 and $302,000 in the three months and six months ended June 30, 2016, compared to $91,000 and $152,000 in the respective 2015 periods.  The increase in the 2016 periods as compared to the 2015 periodsis principally the result of a higher level of legal and professional fees incurred in 2016 in connection with the Company's legal proceedings relating to the Company's investment in the 111 West 57^th property.

Property operating and maintenance expenses were $29,000 and $62,000 for the three months and six months ended June 30, 2016, compared to $28,000 and $70,000 in the respective 2015 periods.  The decreased expense in the six months ended June 30, 2016 compared to the respective 2015 period is due to a decrease in the overall level of repairs and maintenance expenses.

Insurance expenses increased to $45,000 and $81,000 in the three months and six months ended June 30, 2016, compared to $37,000 and $73,000 in the respective 2015 periods.  The increase is generally due to an increase in insurance coverage levels and insurance premium costs

Other operating expenses were $41,000 and $94,000 in the three and six months ended June 30, 2016, compared with $71,000 and $134,000 in the respective 2015 periods.  The decrease in the June 30, 2016 six month period is due to a general lower level of related expenses.

Equity income (loss) - 111 West 57^th Partners of $108,000 and $500,000 for the three months and six months ended June 30, 2016, represents the Company's share of the 111 West 57^th Partners' loss for the periods indicated versus $285,000 for the three months ended June 30, 2015, and $537,000 for the six months ended June 30, 2015.  The equity loss in the 2016 and 2015 periods is 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 Company recognized income tax provisions of $35,000 and $70,000 for the three months and six months ended June 30, 2016, respectively, as compared with income tax provisions of $37,000 and $67,000 for the three months and six months ended June 30, 2015, respectively.  The income tax provisions for the 2016 periods and 2015 periods are attributable to a provision for a tax on capital imposed by the state jurisdictions.

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

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 June 30, 2016.  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

For a discussion of the Company's legal proceedings, see Part I - Item 1- Note 9 – Legal Proceedings.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 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. None

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 2016 period.

Item 3.DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5.	OTHER INFORMATION
	None.

Item 6.	EXHIBITS
3.1 *	Amended and Restated Certificate of Incorporation AmBase Corporation effective as of July 15, 2016.
10.1	Agreement between Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") and the Company for Mr. R. A. Bianco to provide a secured working capital line of credit to the Company (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference.)
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 June 30, 2016 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).
	_______________
*	filed herewith

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:	August 11, 2016

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:  August 11, 2016

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:  August 11, 2016

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 June 30, 2016 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:  August 11, 2016

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 June 30, 2016 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:  August 11, 2016

EX-3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF AMBASE CORPORATION

The undersigned, being the duly elected Vice President and Chief Financial Officer of AmBase Corporation (the "Company"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY AS FOLLOWS:

1.The name of the corporation is AmBase Corporation.  AmBase Corporation was originally incorporated under the name of CityHome Corporation.  The original Certificate of Incorporation of CityHome Corporation was filed with the Secretary of State of the State of Delaware on October 22, 1975.  A Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 11, 1987.  A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 10, 1988.  A Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 19, 1989.  A Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 12, 1991.

2.The Amended and Restated Certificate of Incorporation attached hereto was duly authorized and adopted in accordance with the provisions of Section 242 and Section 245 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the Company.

3.The Amended and Restated Certificate of Incorporation be, and it hereby is, amended and restated in its entirety as attached hereto and shall be effective on the date of filing hereof.

IN WITNESS WHEREOF, the undersigned has signed this Amended and Restated Certificate of Incorporation under the seal of the Company.
	AMBASE CORPORATION
	/s/ John Ferrara
	By:  John Ferrara, Vice President and Chief Financial Officer
ATTEST:
/s/ Richard A. Bianco
Richard A. Bianco

AMENDED AND RESTATED
CERTIFICATE OF INCORPOATION
OF
AMBASE CORPORATION
FIRST:  The name of the corporation (hereinafter called the "Company") is AMBASE CORPORATION.
SECOND:  The registered office of the Company is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware.  The name of its registered agent at that address is The Corporation Trust Company.
THIRD:  The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH:  The total number of shares of all classes of stock which the Company is authorized to issue is 105,000,000.  All such shares are to have a par value and are classified as 20,000,000 shares of Cumulative Preferred Stock, each share of such class having a par value of $0.01 and 85,000,000 shares of Common Stock, each share of such class having a par value of $0.01.
The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Cumulative Preferred Stock and Common Stock of the Company are set forth in the following provisions:
SECTION A:  PROVISIONS RELATING TO CUMULATIVE PREFERRED STOCK
I.	The Cumulative Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereafter provided.

II.	Authority is hereby expressly granted to the Board of Directors of the Company, subject to the provisions of this Article Fourth, to authorize the issue of one or more series of Cumulative Preferred Stock, and with respect to each series to fix by resolution or resolutions providing for the issues of such series:
	(a)The number of shares of Cumulative Preferred Stock which shall comprise such series and the distinctive designation thereof;
	(b)The dividend rate or rates (which may be contingent upon the happening of certain events) on the shares of such series, the date or dates from which dividends shall accumulate as herein provided and the quarterly dates on which dividends, if declared, shall be payable;
	(c)Whether or not the shares of such series shall be redeemable, the limitations and restrictions with respect to such redemption, the manner of selecting shares of such series for redemption if fewer than all shares are to be redeemed, and the amount, if any, in addition to any accrued dividends thereon which the holders of shares of such series shall be entitled to receive upon the redemption thereof, which amount may vary at different redemption dates and may be different with respect to shares redeemed through the operation of any purchase, retirement or sinking fund and with respect to shares otherwise redeemed;
	(d)The amount in addition to any accrued dividends thereon which the holders of shares of such series shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, which amount shall not be less than par value but otherwise may vary depending on whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates (the amount so payable upon such involuntary liquidation, dissolution or winding up, exclusive of accrued dividends, being hereinafter sometimes called the "involuntary liquidation value");
	(e)Whether or not the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;
	(f)Whether or not the shares of such series shall be convertible into or exchangeable for shares of stock of any other class or classes, or of any other series of the same class, or for any other securities of the Company, and if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same;
	(g)The voting powers, if any, of such series in addition to the voting powers provided in paragraphs X and XI of this Section A; and
	(h)Any other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as shall not be inconsistent with the Section A.
III.	All shares of any one series of Cumulative Preferred Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of paragraph II of this Section A.

IV.	Before any dividends on any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock (other than dividends payable in shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock) shall be declared or paid or set apart for payment, the holders of shares of Cumulative Preferred Stock of each series shall be entitled to such cash dividends, but only when and as declared by the Board of Directors out of funds legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, payable quarterly on such dates as may be fixed in such resolution or resolutions in each year to holders of record on the respective dates not exceeding fifty (50) days preceding such dividend payment dates as may be determined by the Board of Directors in advance of the payment of each particular dividend.  Such dividends shall be cumulative from the date or dates fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, which date or dates shall in no instance be more the ninety (90) days before or after the date of the initial issuance of shares of such series then to be issued.  Dividends in full shall not be declared or paid or set apart for payment on the Cumulative Preferred Stock of any one series for any dividend period unless dividends in full have been declared or paid or set apart payment on the Cumulative Preferred Stock of all series for all dividend periods terminating on the same or any earlier date.  When the dividends are not paid in full on all series of the Cumulative Preferred Stock, the shares of all series shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full.  A "dividend period" is the period between any two consecutive dividend payment dates (or, when shares are originally issues, the period from the date from which dividends are cumulative to the first dividend payment date) as fixed for a particular series.  Accruals of dividends shall not bear interest.
V.	In the event of any liquidation, dissolution nor winding up the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Company shall be made to or set apart for the holders of shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock, the holders of the shares of each series of the Cumulative Preferred Stock shall be entitled to receive payment of the amount per share fixed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of the shares of such series, plus an amount equal to all dividends accrued thereon to the date of final distribution to such holders, but they shall be entitled to no further payment.  If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the shares of the Cumulative Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full.  For the purposes of this paragraph V., the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Company or any subsidiary of the Company or a consolidation or merger of the Company or any subsidiary of the Company with one or more corporations shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.
VI.	To the extent and (subject to the provisions of this paragraph VI and paragraphs VII through IX of this Section A) upon the terms fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of any such series, the Company, at the option of the Board of Directors, may redeem at any time the whole or from time to time any part of the Cumulative Preferred Stock of any series at the outstanding, at the amount fixed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of the series of such shares, plus in every case an amount equal to all accrued dividends with respect to each share so to be redeemed (the total sum so payable on any such redemption being in this Section A referred to as the "redemption price").  Notice of every such redemption, stating the redemption date, the redemption price and the place of payment thereof, shall be mailed at least thirty (30) and not more than sixty (60) days in advance of the date designated for such redemption to the holders of record of the shares of Cumulative Preferred Stock so to be redeemed at their respective addresses as the same shall appear on the books of the Company.  A similar notice shall be published at least once in a daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, the City of New York.  In order to facilitate the redemption of any shares of Cumulative Preferred Stock that may be selected for redemption as provided in this paragraph VI, the Board of Directors is authorized to cause the transfer books of the Company to be closed as to such shares at any time not exceeding fifty (50) days prior to the date designated for redemption thereof.  In case of the redemption of a part only of any series of Cumulative Preferred Stock at the time outstanding, the shares of such series so to be redeemed shall be selected in such manner as may be fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, or in the event such manner of selection is not fixed in such resolution or resolutions, such shares shall be selected pro rata or by lot as the Board of Directors may from time to time determine.  The Board of Directors shall have full power and authority, subject to the limitations and provisions herein contained, to prescribe the terms and conditions upon which the Cumulative Preferred Stock shall be redeemed from time to time.
VII.	If after the giving of such notice but before the redemption date specified therein, the Company shall deposit with a bank or trust company, having a capital and surplus of at least $5,000,000, in trust to be applied to the redemption of the shares of Cumulative Preferred Stock so called for redemption, the funds necessary for such redemption, then from and after the date of such deposit all rights of the holders of the shares of Cumulative Preferred Stock so called for redemption shall cease and terminate, excepting only the right to receive the redemption price therefore, but without interest, and such shares shall not thereafter be deemed to be outstanding.  Any funds so deposited which shall not be required for such redemption because of the exercise of any right of conversion or exchange subsequent to the date of such deposit shall be returned to the Company.  In case the holders of shares of Cumulative Preferred Stock which shall have been called for redemption shall not, within six (6) years after the date fixed for redemption, claim the amount deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Company such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Company for the payment thereof.  Any interest accrued on funds so deposited shall be paid to the Company from time to time.
VIII.	Shares of Cumulative Preferred Stock which have been redeemed or purchased or retired through the operation of a purchase, retirement or sinking fund or which have been converted into shares of any other class or classes of stock  of the Company ranking junior to the Cumulative Preferred Stock, upon compliance with any applicable provisions of the General Corporation Law of Delaware, s hall have the status of authorized and unissued shares of Cumulative Preferred Stock and may be reissued as a part of the series of which they were originally a part (if the terms of such series do not prohibit such reissue) or as part of a new series of Cumulative Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Cumulative Preferred Stock the terms of which do not prohibit such reissue.
IX.	If at any time the Company shall have failed to pay dividends in full on the Cumulative Preferred Stock, thereafter and until dividends in full, including all accrued and unpaid dividends to the next preceding dividend payment date on the Cumulative Preferred Stock outstanding shall have been declared and set apart in trust for payment or paid, or if at any time the Company shall have failed to pay in full amounts payable with respect to any obligations to retire shares of the Cumulative Preferred Stock, thereafter and until such amounts shall have been paid in full or set apart in trust for payment, (a) the Company, without the affirmative vote or consent of the holders of at least 66 2/3% of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special meeting called for the purpose, at which the holders of the Cumulative Preferred Stock shall vote separately as a class, regardless of series, shall not redeem less than all of the Cumulative Preferred Stock at such time outstanding, other than in accordance with paragraph XV of this Section A, and (b) the Company shall not purchase any Cumulative Preferred Stock except in accordance with a purchase offer made in writing to all holders of Cumulative Preferred Stock of all series upon such terms as the Board of Directors, in their sole discretion after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series, shall determine (which determination shall be final and conclusive) will result in fair and equitable treatment among the respective series; provided that (i) the Company, to meet the requirement of any purchase, retirement or sinking fund provisions with respect to any series, may use shares of such series acquired by it prior to such failure and then held by it as treasury stock and (ii) nothing shall prevent the Company from completing the purchase or redemption of shares of Cumulative Preferred Stock for which a purchase contract was entered into for any purchase, retirement or sinking fund purposes, or the notice of redemption of which was initially mailed,  prior to such default.
X.	So long as any of the Cumulative Preferred Stock is outstanding the Company:
	(a)	Will not declare or pay, or set apart for payment, any dividends (other than dividends payable in shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock), or make any distribution on any class or classes or stock of the Company ranking junior to the Cumulative Preferred Stock, and will not redeem, purchase or otherwise acquire, whether voluntarily, for a sinking fund or otherwise, any shares of any class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock, if at the time of making such declaration, payment, setting apart, distribution, redemption, purchase or acquisition the Company shall be in default with respect to any dividend payable on or any obligation to retire shares of Cumulative Preferred Stock, provided that notwithstanding the foregoing the Company may at any time redeem, purchase or otherwise acquire shares of stock of any such junior class in exchange for, or out of the net cash proceeds from the concurrent sale of other shares of stock of any such junior class;
	(b)	Will not,  without the affirmative vote or consent of the holders of at least 66 2/3% of all the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special meeting called for the purpose, at which the holders of the Cumulative Preferred Stock, regardless of series, shall vote separately as a class, (i) create any  other class or classes of stock ranking prior to the Cumulative Preferred Stock, either as to dividends or upon liquidation, or create any stock or other security convertible into or exchangeable for or evidencing the right to purchase any such stock so ranking prior to the Cumulative Preferred Stock, or increase the authorized number of shares of any such other class of stock or other security, or (ii) amend, later or repeal (by any means, including, without limitation, merger or consolidation) any of the provision of this Section A so as to materially adversely affect the preferences, rights or powers of the Cumulative Preferred Stock; and
	(c)	Will not, without the affirmative vote or consent of the holders of at least 66 2/3% of any series of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special meeting called for the purpose (the holders of such series of the Cumulative Preferred Stock consenting or voting, as the case may be, separately as a class), amend, alter or repeal (by any means, including, without limitation, merger or consolidation) any of the provisions herein or in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series so as to materially adversely affect the preferences, rights or powers of the Cumulative Preferred Stock of such series.
	The Company may, without any vote or consent of the holders of shares of any series of Cumulative Preferred Stock, (a) increase the number of shares of authorized Common Stock, whether or not the shares of one or more series of Cumulative Preferred Stock have general voting rights, and (b) increase the authorized number of shares of Cumulative Preferred Stock.
XI.	Whenever dividends payable on all shares of the Cumulative Preferred Stock shall be in default in a n aggregate amount equal to six (6) full quarterly dividends on the shares of all Cumulative Preferred Stock then outstanding, the number of directors then constituting the Board of Directors of the Company shall ipso facto be increased by two (2), and the holders of the Cumulative Preferred Stock shall have, in addition to  any other voting rights, the exclusive and special right, voting separately as a class and without regard to series, to elect two (2) directors of the Company to fill such newly created directorships.  Whenever such right of the holders of the Cumulative Preferred Stock shall have vested, such right may be exercised initially either at a special meeting of such holders of the cumulative Preferred Stock called as provided in paragraph XII of this Section A, or any annual meeting of stockholders, and thereafter at annual meetings of stockholders.  The right of the holders of the Cumulative Preferred Stock voting separately as a class to elect members of the Board of Directors or the Company as aforesaid shall continue until such time as all dividends accumulated on all series of Cumulative Preferred Stock to the dividend payment date next preceding the date of any such determination shall have been paid in full, or declared and set apart in trust for payment, at which time the special right of the holders of the Cumulative Preferred Stock so to vote separately as a class for the election of directors shall terminate, subject to retesting in the event of each and every subsequent default in an aggregate amount equal to six (6) full quarterly dividends as above provided.  Upon such termination the number of directors constituting the Board of Directors shall be reduced as provided in paragraph XIV of this Section A.
XII.	At any time when such special voting power shall have vested in the holders of the Cumulative Preferred Stock as provided in paragraph XI of this Section A, a proper officer of the Company shall, upon the written request of the holders of record of at least 10% of the Cumulative Preferred Stock then outstanding, regardless of series, addressed to the Secretary of the Company, call a special meeting of the holders of the Cumulative Preferred Stock for the purpose of electing directors.  Such meeting shall be held at the earliest practicable date at the place for the holding of annual meetings of stockholders of the Company.  If such meeting shall not be called by the proper officers of the Company within twenty (20) days after personnel service of the said written request upon the Secretary of the Company, or within twenty (20) days after mailing the same within the United States of America, by registered mail addressed to the Secretary of the Company at its principal office, the holders of record of at least 10% of the Cumulative Preferred Stock then outstanding, regardless of series, may designate in writing one of their number to call such meeting at the expense of the Company, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and shall be held at the place for the holding of annual meeting of stockholders of the Company.  Any holder of Cumulative Preferred Stock so designated shall have access to the stock books of the Company for the purpose of causing meetings of stockholders to be called pursuant to these provisions.  Notwithstanding the provisions of this paragraph XII, no such special meeting shall be called during the period within ninety (90) days immediately preceding the date fixed for the next annual meeting of stockholders.
XIII.	At any meeting held for the purpose of electing directors at which the holders of the Cumulative Preferred Stock shall have the special right, voting separately as a class, to elect directors as provided in paragraph XI of this Section A, the presence, in person or by proxy, of the holders of 33 1/3% of the Cumulative Preferred Stock then outstanding shall be required to constitute a quorum of such class for the election of any director by the holders of the Cumulative Preferred Stock as a class.  At any such meeting or adjournment thereof: (a) the absence of a quorum of the Cumulative Preferred Stock shall not prevent the election of directors other than those to be elected by the Cumulative Preferred Stock voting as a class and the absence of a quorum for the election of such other directors shall not prevent the election of the directors to be elected by the Cumulative Preferred Stock voting as a class; and (b) in the absence of either or both such quorums, a majority of the holders present in person or by proxy of the stock or stocks which lack a quorum shall have power to adjourn the meeting for the election of directors which they are entitled to elect from time to time without notice other than announcement at the meeting until a quorum shall be present.
XIV.	During any period when the holders of the Cumulative Preferred Stock have the right to vote as a class for directors as provided in paragraph XI of this Section A: (a) the directors so elected by the holders of the Cumulative Preferred Stock shall continue in office until their successors shall have been elected by such holders or until termination of the right  of the holders or the Cumulative Preferred Stock to vote as a class for directors; and (b) any vacancies in the Board of Directors shall be filled only by vote of a majority (even if that be only a single director) of the remaining directors theretofore elected by the holders of the class or classes of stock which elected the director whose office shall have become vacant.  Immediately upon any termination of the right of holders of the Cumulative Preferred Stock to vote as a class for directors as provided in paragraph XI of the Section A: (a) the term of office of the directors then in office so elected by the holders of the Cumulative Preferred Stock shall terminate; and (b) the number of directors shall be such number as may be provided for in the By-Laws irrespective of any increase made pursuant to the provisions of said paragraph XI.
XV.	If in any case the amounts payable with respect to any obligation to retire shares of the Cumulative Preferred Stock are not paid in full in the case of all series with respect to which such obligations exist, the number of shares of each of such series to be retired pursuant to any such obligations shall be in proportion to the respective amounts which would be payable on account of such obligations if all amounts payable in respect of such series were discharged in full.
XVI.	No holder of Cumulative Preferred Stock shall have any pre-emptive right to subscribe to stock, obligations, warrants, rights to subscribe to stock or other securities of the Company of any class, whether now or hereafter authorized.
XVII.	The term "class or classes of stock of the Company ranking junior to the Cumulative Preferred Stock" shall mean the Common Stock referred to in Section B of this Article Fourth and any other class or classes of stock of the Company hereafter authorized which shall rank junior to the  Cumulative Preferred Stock as to dividends or upon liquidation.
SECTION B:  PROVISIONS RELATING TO COMMON STOCK
I.	Subject to the provision of law and the preference of the Cumulative Preferred Stock, dividends may be paid on the Common Stock of the Company at such time and in such amounts as the Board of Directors may deem advisable.
II.	The Board of Directors of the Company is authorized to effect the elimination of shares of its Common Stock purchased or otherwise reacquired by the Company from the authorized capital stock or number of shares of the Company in the manner provided for in the General Corporation Law of Delaware.
III.	No holder of Common Stock shall have any pre-emptive right to subscribe to stock, obligations, warrants, rights to subscribe to stock or other securities of the Company of any class whether now or hereafter authorized.

SECTION C:  GENERAL
	Subject to the provisions of law and the foregoing provisions of this Restated Certificate of Incorporation, the Company may issue shares of its Cumulative Preferred Stock or Common Stock, from time to time, for such consideration (not less than the par value or stated value thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix the same in its absolute and uncontrolled discretion, subject as aforesaid.  Shares so issued, for which the consideration has been paid or delivered to the Company, shall be deemed fully paid stock, and shall not be liable to any further call or assessments thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.
	FIFTH:  The directors shall be divided into three (3) classes:  the terms of office of those of the first class to expire at the annual meeting to be held during the calendar year 1986, the term of office of those of the second class to expire at the annual meeting to be held during the calendar year 1987 and the term of office of those of the third class to expire at the annual meeting to be held during the calendar year 1988.  At each annual meeting, commencing with the annual meeting to be held during the calendar year 1986, each of the successors to the directors of the class whose term shall have expired that year, shall be elected for a term running until the third annual meeting next succeeding  his election and until his successor shall have been duly elected and shall have qualified, except that, upon the filling of any vacancies in the Board of Directors occurring otherwise than by expiration of term of office, a successor shall be elected for the unexpired term and except that, if the number of directors be increased, the additional directors shall be divided among the three (3) classes.  The provisions of this Article Fifth may not be amended, altered or repealed unless such amendment, alteration or repeal, as the case may be, has been submitted to the stockholders of this Company at an annual or special meeting thereof and four-fifths (4/5) of the outstanding stock entitled to vote thereon, and four-fifth(4/5) of the outstanding stock of each class entitled to vote thereon as a class, has been voted in favor of such amendment, alteration or real, as the case may be.
	SIXTH:  Any action that may be taken by the Stockholders of the Company at a meeting thereof may be taken by the Stockholders of the Company without such a meeting in accordance with the applicable requirements of Delaware law.
	SEVENTH:  Except as may otherwise be provided pursuant to Section (A) of Article Fourth of this Restated Certificate of Incorporation in connection with rights of the holders of Cumulative Preferred Stock to elect additional directors under specified circumstances, any director may be removed from office only for cause and only by the affirmative vote of the holders of not less than four-fifths (4/5) of the outstanding stock entitled to vote in connection with the election of directors, voting together as a single class; provided, however, that where such removal is approved by a majority of the Disinterested Directors (as defined in Article Eighth), the affirmative vote of the holders of not less than a majority of the outstanding stock entitled to vote in connection with the election of directors, voting together as a single class, shall be required for approval of such removal.
	EIGHTH:  (a) Higher Vote for Business Combinations.  In addition to any affirmative vote required by law or by this Restated Certificate of Incorporation or by the terms of any securities of the Company, and except as otherwise expressly provided in Section (b) or this Article Eighth, any Business Combination shall require the affirmative vote of: (i) the holders of not less than four-fifths (4/5) of the then outstanding Voting Stock of the Company; and (ii) the holders of not less than a majority of the then outstanding Voting Stock of the Company, other than stock held by any Interested Stockholder that is (or an Affiliate or Associate of which is) a party to such Business Combination or by any Affiliate or Associate of such Interested Stockholder, in each case voting together as a single class.  Such affirmative vote shall be required notwithstanding that a vote may not be required, or that a lesser  percentage may be specified, by law, by any other provision of this Restated Certificate of Incorporation, in any agreement with any national securities exchange or any other Person or otherwise.
	(b)When Higher Vote is Not Required.  He provision s of Section (a) of this Article Eighth shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, of the stockholders as is required by law and any other provision of this Restated Certificate of Incorporation, if there are one or more Disinterested Directors and the Business Combination shall have been approved by the affirmative vote of a majority of the Disinterested Directors, even if the Disinterested Directors do not constitute a quorum of the entire Board of Directors. (c)Certain Definitions.  For purposes of this Article Eighth, the following terms shall have the following meanings:
	(i)"Business Combination" shall mean:
	(A)any merger or consolidation of the Company or any Subsidiary with: (i) an Interested stockholder; or (ii) any other company (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Stockholder;
	(B)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions, whether or not related) to or with an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder of any assets of the Company or any Subsidiary having an aggregate Fair Market Value of $50,000,000 or more;
	(C)the issuance or transfer by the Company or any Subsidiary (in one transaction or a series of transactions, whether or not related) or any securities of the Company or any Subsidiary to an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder, in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $50,000,000 or more (other than an issuance of securities upon conversion of convertible securities of the Company or a Subsidiary which were not acquired by such Interested Stockholder (or such Affiliate or Associate) from the Corporation or a Subsidiary);
	(D)the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder;
	(E)any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any Subsidiary or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the percentage of the outstanding shares of: (i) any class of equity securities of the Company or any Subsidiary; or (ii) any class of securities of the Company or any Subsidiary convertible into equity securities of the Company or any Subsidiary, represented by securities of such class which are directly or indirectly owned by an Interested Stockholder and all of its Affiliates and Associates; or
	(F)any agreement, arrangement or understanding providing for any one or more of the actions specified in clauses (A) through (E) of this paragraph (i).
	(ii)"Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on July 1, 1985 (the term "registrant" in said Rule 12b-2 meaning, in this case, the Company or a Subsidiary).
	(iii)"Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on July 1, 1985;
	(iv)"Disinterested Director" shall mean any member of the Board of Directors of the Company who is neither the Interested Stockholder involved in the Business Combination or matter as to which a vote of Disinterested Directors is provided hereunder, nor an Affiliate, Associate, employee, agent, representative or nominee of such Interested Stockholder, or a relative of any of the foregoing, and who (A) was a member of the Board of Directors of the Company prior to the time that such Interested Stockholder became an Interested Stockholder, (B) is recommended or elected to succeed a Disinterested Director by the affirmative vote of a majority of Disinterested Directors then on the Board of Directors of the Company, or (c) is elected to the Board of Directors of the Company at the 1985 Annual Meeting of Stockholders.

(v)"Fair Market Value" shall mean (A) in the case of stock, the highest closing sale price during the 30-day period including and immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not reported on such Composite Tape, on the New York Stock Exchange or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period including and immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotation System or any similar interdealer quotation system then in use, or, if no such quotation is available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (B) in the case of property other than cash or s tock, the fair market value of such property on the date in question as determined by a majority of the Disinterested Directors in good faith.

(vi) "Interested Stockholder" shall mean any Person (other than the Company or any Subsidiary or any profit-sharing, employee stock ownership or other employee benefit plan of the Company or any Subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or which:

(A)is, or was at any time within the two-year period immediately prior to the date in question, the Beneficial Owner of 5% or more of the voting power of the then outstanding Voting Stock of the Company or a Subsidiary; or

(B)is an assignee of, or has otherwise succeeded to, any shares of Voting Stock of the Company or a Subsidiary of which an Interested Stockholder was the Beneficial Owner at any time within the two-hear period immediately prior to the date in question, if such assignment or succession shall have occurred in the course of a transaction, or series of transactions, not involving a public offering within the meaning of the  Securities Act of 1933, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules and/or regulations).

For the purposes of determining whether a Person is an Interested Stockholder, the outstanding Voting Stock of the Company or a Subsidiary shall include unissued shares of Voting Stock of the Company or a Subsidiary, as the case may be, or which the Interested Stockholder is the Beneficial Owner but shall not include any other shares of Voting Stock of the Company or a Subsidiary which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any Person who is not the Interested Stockholder.

(vii) A "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act.

(viii) "Subsidiary" shall mean any corporation of which the Company owns, directly or indirectly, (A) a majority of the outstanding shares or equity securities of such corporation, or (B) shares having a majority of the voting power represented by all of the outstanding shares of Voting Stock of such corporation.  For the purpose of determining whether a corporation is a Subsidiary, the outstanding Voting Stock and shares of equity securities thereof shall include unissued shares of which the Company is the Beneficial Owner, but except for the purposes of paragraph (vi) of this Section (c), shall not include any other shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any Person other than the Company.

(ix)"Voting Stock" shall mean outstanding shares of capital stock of the relevant corporation entitled to vote generally in the election of directors.  The term "class" of Voting Stock shall be deemed to refer to a series of Voting Stock where more than one series of Voting Stock is outstanding within a class of Voting Stock.

(d)Powers of Disinterested Directors.  A majority of the Disinterested Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article Eighth, including, without limitation, (i) whether a Person is an Interested Stockholder; (ii) the number of shares of Voting Stock beneficially owned by any person; (iii) whether a Person is an Affiliate or Associate of another; (iv) whether a Person has an agreement, arrangement or understanding with another Person as to the matters referred to in clause (F) of the definition of "Business Combination" in Section (c), and (v) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Company or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $50,000,000 or  more; and the good faith determination of a majority of the Disinterested Directors on such matters shall be conclusive and binding for all the purposes of this Article Eighth.

(e)No Effect on Fiduciary Obligations.  Nothing contained in this Article Eighth shall be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve any Business Combination or recommend its adoption or approval to the stockholders of the Company, nor shall the Board of Directors, or any member thereof be limited or restricted in any manner with respect to evaluations of or actions and responses taken with respect to such Business Combination.

NINTH:  The provisions set forth in this Article Ninth and in Articles Sixth, Seventh, Eighth, Tenth and Eleventh of this Restated Certificate of Incorporation may not be amended, altered, repealed or rescinded in any respect, and no other provision or provisions maybe adopted which impair(s) in any respect the operation or effect of any such provision, except by the affirmative vote of (a) the holders of not less than four-fifths (4/5) of the outstanding stock entitled to vote thereon, voting together as a single class, and (b) where such action is proposed by an Interested Stockholder or by an Associate or Affiliate of an Interested Stockholder (as defined in Article Eighth), the holders of not less than a majority of the outstanding stock entitled to vote thereon, voting together as a single class, other than stock held by the Interested Stockholder (or the Affiliate or Associate thereof) that proposed such action, or any Affiliate or Associate of such Interested Stockholder; provided, however, that where such action is approved by a majority of the Disinterested Directors (as defined in Article Eighth), the affirmative vote of the holders of not less than a majority of the outstanding stock entitled to vote thereon, voting together as a single class, shall be required for approval of such action.

TENTH:  The Board of Directors shall have the power to adopt, amend, alter, or repeal the By-Laws of the Company as provided in such By-Laws.  The stockholders shall also have the power to adopt, amend, alter or repeal the By-Laws of the Company; provided, however, that, notwithstanding the foregoing and anything contained in this Restated Certificate of Incorporation to the contrary, unless amended, altered or repealed by the Board of Directors as provided in the By-Laws, Sections 1.01 and 1.02 of Article I, Sections 2.01, 2.02, 2.03, 2.04, 2.07 and 2.08 of Article II, Section 3.01 of Article III, Article V and Section 7.01 of Article VII of the By-Laws may not be amended, altered, repealed or rescinded in nay respect and no other provision or provisions may be adopted which impair(s) in any respect the operation or effect of any such provision, except by the same vote that would be required to amend Article Ninth of this Restated Certificate of Incorporation.

ELEVENTH:  To the fullest extent that the General Corporation Law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Company for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Jul. 31, 2016
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 Common Stock, Shares Outstanding		40,737,751
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Operating expenses:
Compensation and benefits	$ 356	$ 443	$ 830	$ 1,033
Professional and outside services	193	91	302	152
Property operating and maintenance	29	28	62	70
Depreciation	12	12	24	24
Insurance	45	37	81	73
Other operating	41	71	94	134
Total operating expenses	676	682	1,393	1,486
Operating income (loss)	(676)	(682)	(1,393)	(1,486)
Interest income	0	0	0	0
Other income	0	0	0	0
Equity income (loss) - 111 West 57th Partners LLC	(108)	(285)	(500)	(537)
Income (loss) before income taxes	(784)	(967)	(1,893)	(2,023)
Income tax expense (benefit)	35	37	70	67
Net income (loss)	(819)	(1,004)	(1,963)	(2,090)
Less: net income (loss) attributable to non-controlling interest	0	(20)	0	(34)
Net income (loss) attributable to controlling interest	$ (819)	$ (984)	$ (1,963)	$ (2,056)
Net income (loss) per common share - basic (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.05)	$ (0.05)
Net income (loss) per common share - assuming dilution (in dollars per share)	$ (0.02)	$ (0.03)	$ (0.05)	$ (0.05)
Weighted average common shares outstanding - basic (in shares)	40,738	40,738	40,738	40,738
Weighted average common shares outstanding - assuming dilution (in shares)	40,738	40,738	40,738	40,738

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Assets:
Cash and cash equivalents	$ 1,673	$ 3,303
Real estate owned:
Land	554	554
Buildings	1,900	1,900
Real estate owned, gross	2,454	2,454
Less: accumulated depreciation	750	726
Real estate owned, net	1,704	1,728
Investment in 111 West 57th Partners LLC	63,845	64,345
Other assets	335	258
Total assets	67,557	69,634
Liabilities:
Accounts payable and accrued liabilities	442	556
Other liabilities	0	0
Total liabilities	442	556
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock ($0.01 par value, 200,000 authorized in 2016 and 200,000 authorized in 2015, 46,410 issued and 40,738 outstanding in 2016 and 40,738 outstanding in 2015)	464	464
Additional paid-in capital	548,304	548,304
Accumulated deficit	(476,485)	(474,522)
Treasury stock, at cost - 2016 - 5,672 shares and 2015 - 5,672 shares	(5,168)	(5,168)
Total stockholders' equity	67,115	69,078
Total liabilities and stockholders' equity	$ 67,557	$ 69,634

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2016	Dec. 31, 2015
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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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ (1,963)	$ (2,090)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation	24	24
Equity (income) loss - 111 West 57th Partners LLC	500	537
Changes in operating assets and liabilities:
Other assets	(77)	(97)
Accounts payable and accrued liabilities	(114)	(309)
Other liabilities	0	0
Net cash provided (used) by operating activities	(1,630)	(1,935)
Cash flows from investing activities:
Equity investment - 111 West 57th Partners LLC	0	(6,911)
Non-controlling interest contribution	0	5,768
Proceeds from (investment in) real estate limited partnership	0	0
Net cash provided (used) by investing activities	0	(1,143)
Net change in cash and cash equivalents	(1,630)	(3,078)
Cash and cash equivalents at beginning of period	3,303	5,299
Cash and cash equivalents at end of period	1,673	2,221
Supplemental cash flow disclosure:
Income taxes paid	$ 47	$ 83

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The Company and Basis of Presentation

6 Months Ended

Jun. 30, 2016

The Company and Basis of Presentation [Abstract]

The Company and Basis of Presentation

Note 1 – The Company and Basis of Presentation

The accompanying condensed consolidated financial statements of AmBase Corporation and subsidiaries ("AmBase" or the "Company") are unaudited and subject to year-end adjustments. All material intercompany transactions and balances have been eliminated. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments unless otherwise disclosed, necessary for a fair presentation of the Company's consolidated financial position, results of operations and cash flows. Results for interim periods are not necessarily indicative of results for the full year. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that it deems reasonable, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from such estimates and assumptions. The unaudited interim condensed consolidated financial statements presented herein are condensed and should be read in conjunction with the Company's consolidated financial statements filed in its Annual Report on Form 10-K for the year ended December 31, 2015.

The Company's assets currently consist primarily of cash and cash equivalents, an equity investment in a real estate development property and real estate owned.  The Company earns non-operating revenue consisting principally of investment earnings on cash equivalents.  As further discussed in Note 4, 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 is engaged in the management of its assets and liabilities.

The Company's assets currently consist primarily of cash and cash equivalents, an equity investment in a real estate development property and real estate owned.  The Company earns non-operating revenue consisting principally of investment earnings on cash equivalents.  As further discussed in Note 4, 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 is engaged in the management of its assets and liabilities.

The Company has incurred operating losses and used cash for operating activities for the past several years.  The Company has also made significant investments in the 111 West 57^th Street Property since 2013.  The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary.  The Company believes that based on its current level of operating expenses, its existing cash and cash equivalents will be sufficient to fund operating activities through at least the next twelve months from the financial statement issuance date.  The Company's management expects that operating cash needs in 2016 will be met principally by the Company's current financial resources.  Nonetheless, over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured.

In May 2016, the Company and Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") entered into an agreement for Mr. R. A. Bianco to provide a secured working capital line of credit of up to one million dollars ($1,000,000) to the Company on an as needed basis, if necessary, subject to customary and market terms and conditions to be agreed upon at such time.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2016

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

New accounting pronouncements

There are no new accounting pronouncements that would likely materially affect the Company's condensed consolidated financial statements.

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Real Estate Owned

6 Months Ended

Jun. 30, 2016

Real Estate Owned [Abstract]

Real Estate Owned

Note 3 – Real Estate Owned

Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company.  A portion of the building is utilized by the Company for 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:

	June 30, 2016
Area of building in square feet	14,500
Square feet utilized by Company	3,500
Number of years depreciation is based upon	39

Although the portion of the building not being utilized by the Company is currently unoccupied and available for lease, based on the Company's analysis, the Company believes the property's fair value exceeds the property's current carrying value.  The Company's impairment analysis includes a comprehensive range of factors including but not limited to:  the location of the property; property condition; current market conditions; comparable sales; current market rents in the area; new building zoning restrictions; raw land values; new building construction costs; building operating costs; leasing values; and cap rates for comparable buildings in the area.  Varying degrees of weight are given to each factor.  Based on the Company's analysis these factors taken together and/or considered individually, form the basis for the Company's analysis that no impairment condition exists.

The Company performs impairment tests on a regular basis and if events or circumstances indicate that the property's carrying value may not be recoverable.  Based on the Company's analysis, the Company believes the carrying value of the real estate owned as of June 30, 2016, has not been impaired and therefore, the carrying value of the asset is fully recoverable by the Company.  The building is carried at cost, net of accumulated depreciation.

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Investment in 111 West 57th Partners LLC

6 Months Ended

Jun. 30, 2016

Investment in 111 West 57th Partners LLC [Abstract]

Investment in 111 West 57th Partners LLC

Note 4 – Investment in 111 West 57^th 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 company formed 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 attributable to Company's investment	$	11,699
Distribution retained by the Company, net of amounts repaid to Capital LLC	$	1,831

The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor.

Additionally, the JV Agreement provides that (i) Mr. Richard A. Bianco (the Company's current Chairman, President and Chief Executive Officer) ("Mr. R. A. Bianco"), his immediate family, and/or any limited liability company wholly-owned thereby, and/or a trust in which Mr. R. A. Bianco and/or his immediate family is the beneficiary, shall at all times own, in the aggregate, not less than 20% of the outstanding shares of AmBase; and (ii) Mr. R. A. Bianco shall remain the Chairman of the Board of Directors of AmBase for the duration of the JV Agreement.

In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10%  subordinated participation interest in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57^th 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 as noted above), second to the Company until it has received 150% of its capital, and; thereafter, available cash is split 10/90 with 10% going to Mr. R.A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance. 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.

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 thousands)	Six Months Ended June 30, 2016
Capital contributions	$	-

In accordance with the JV Agreement, Shortfall Capital Contributions may be treated either as a member loan or as a dilutive capital contribution by the funding party valued at one and one-half times the amount actually contributed.  The Sponsor deemed the Shortfall Capital Contributions as dilutive capital contributions to the Company.   The Company believes in accordance with the terms of the agreements, a portion of the Shortfall Capital Contribution amounts should be treated as a member loan, therefore, resulting in no dilution to the Company.  The Sponsor contends that the Capital Contribution Requests, if taken together, would cause the Company to be diluted to approximately 48%.  The parties are currently in discussions with regard to the calculation of the revised investment percentages resulting from the Capital Contribution Requests, along with the treatment and allocation of these Shortfall Capital Contribution amounts.

In April 2016, the Company filed an action in New York State Supreme Court against the Sponsors, et al., pursuant to which the Company is seeking compensatory damages, as well as punitive damages and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions. For additional information, see Note 9 – Legal Proceedings.

The Company has recorded the investment in 111 West 57^th 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 June 30, 2016, 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 June 30, 2016 or December 31, 2015.

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:	June 30, 2016		December 31, 2015
Real estate held for development, net	$	503,948	$	440,370
Escrow deposits		9,400		9,400
Other assets		22,090		26,827
Total assets	$	535,438	$	476,597
Liabilities:
Loans payable	$	394,207	$	340,693
Other liabilities		20,603		14,447
Total liabilities		414,810		355,140
Equity:
Total members' equity		120,628		121,457
Total liabilities and members' equity	$	535,438	$	476,597

(in thousands)	Three Months Ended June 30, 2016			Three Months Ended June 30, 2015			Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Rental income	$	-		$	-		$	-		$	-
Expenses		179			473			829			890
Net income (loss)	$	(179	)	$	(473	)	$	(829	)	$	(890	)

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Savings Plan

6 Months Ended

Jun. 30, 2016

Savings Plan [Abstract]

Savings Plan

Note 5 – Savings Plan

The Company sponsors the AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k) Plan" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code").  The Savings Plan permits eligible employees to make contributions of up to a percentage of their compensation, which are matched by the Company at a percentage of the employees' elected deferral.  Employee contributions to the Savings Plan are invested at the employee's discretion, in various investment funds.  The Company's matching contributions are invested in the same manner as the compensation reduction contributions.  All contributions are subject to maximum limitations contained in the Code.

The Company's matching contributions to the Savings Plan, charged to expense, were as follows:

($ in thousands)	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Company matching contributions	$	2		$	-		$	25		$	30
Employer match %		33	%		33	%		33	%		33	%

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Common Stock Repurchase Plan

6 Months Ended

Jun. 30, 2016

Common Stock Repurchase Plan [Abstract]

Common Stock Repurchase Plan

Note 6 – Common Stock Repurchase Plan

The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of its common stock in the open market. The Repurchase Plan is conditioned upon favorable business conditions and acceptable prices for the common stock.  Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise.  Depending on market conditions and other factors, purchases may be commenced or suspended any time or from time to time without prior notice.  Pursuant to the Repurchase Plan the Company repurchased shares of common stock from unaffiliated parties at various dates at market prices at their time of purchase, including broker commissions.

Information relating to the Repurchase Plan is as follows:

(in thousands)	Six Months Ended June 30, 2016
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	June 30, 2016
Total number of common shares authorized for repurchase	10,000
Total number of common shares repurchased to date	6,226
Total number of shares that may yet be repurchased	3,774

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Incentive Plans

6 Months Ended

Jun. 30, 2016

Incentive Plans [Abstract]

Incentive Plans

Note 7 – Incentive Plans

Under the Company's 1993 Stock Incentive Plan (the "1993 Plan"), the Company may grant to officers and employees of the Company and its subsidiaries, stock options ("Options"), stock appreciation rights ("SARs"), restricted stock awards ("Restricted Stock"), merit awards ("Merit Awards") and performance share awards ("Performance Shares") through May 28, 2018.  A pre-determined number of shares of the Company's Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, and awards of Restricted Stock and Performance Shares); however, only a portion of such shares are available for the issuance of Restricted Stock Awards and Merit Awards. Such shares shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options ("ISOs") intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options ("NQSOs"). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair value of the Company's Common Stock on the date of grant of that Option. The term of any NQSO, ISO or related SAR cannot exceed terms under federal tax law and/or as prescribed in the 1993 Plan. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable pursuant to a vesting period prescribed at the time of grant.  In the case of a "Change of Control" of the Company (as defined in the 1993 Plan), Options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee's Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options.

The fair values of option awards are estimated on the date of grant using the Black-Scholes-Merton option valuation model ("Black-Scholes") that uses certain assumptions at the time of valuation. Expected volatilities are based on historical volatility of the Company's stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is estimated based on the contractual lives of option grants, option vesting period and historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury bond yield in effect at the time of grant.

The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions utilized represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from the amounts previously recorded. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be materially different.  The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of accounting principles generally accepted in the United States of America and reflects all substantive characteristics of the instruments being valued.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, and given the substantial changes in the price per share of the Company's Common Stock, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. There were  stock option grants during the six months ended June 30, 2016 and June 30, 2015.  stock options were outstanding at June 30, 2016 or December 31, 2015.

Common stock reserved for issuance under the Company's 1993 Stock Incentive Plan and other non-related employee benefit plans is as follows:

(in thousands)	June 30, 2016
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

6 Months Ended

Jun. 30, 2016

Income Taxes [Abstract]

Income Taxes

Note 8 – Income Taxes

The Company and its domestic subsidiaries file a consolidated federal income tax return.  The Company recognizes both the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements, calculated based on the provisions of enacted tax laws, including the tax rates in effect for current and future years.  Net deferred tax assets are recognized immediately when a more likely than not criterion is met; that is, a greater than 50% probability exists that the tax benefits will actually be realized sometime in the future.

The components of income tax expense (benefit) are as follows:

(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Federal – current	$	-	$	-	$	-	$	-
State – current		35		37		70		67
Total current		35		37		70		67
Federal – deferred		-		-		-		-
State - deferred		-		-		-		-
Total deferred		-		-		-		-
Income tax expense (benefit)	$	35	$	37	$	70	$	67

A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2016	2015	2016		2015
Tax at statutory federal rate	35.0%	35.0%	35.0%		35.0%
State income taxes	4.5%	3.8%	3.7%		3.3%
Permanent differences	-	-	-		-
Other	-	-	-		-
Change in valuation allowance	(35.0)%	(35.0)%	(35.0)%	)	(35.0)%
Effective income tax rate	4.5%	3.8%	3.7%		3.3%

The Company has not been notified of any potential tax audits by any federal, state or local tax authorities.  As such, the Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2012.  Interest and/or penalties related to underpayments of income taxes, or on uncertain tax positions, if applicable, would be included as a component of income tax expense (benefit).  The accompanying financial statements do not include any amounts for penalties.

State income tax amounts for the three months and  six months ended June 30, 2016, and three months and  six months ended June 30, 2015 reflects a provision for a tax on capital imposed by the state jurisdictions.

The utilization of certain carryforwards and carrybacks is subject to limitations under U.S. federal income tax laws. Based on the Company's federal tax returns as filed, the Company estimates it has federal NOL carryforwards and federal alternative minimum tax credit carryforwards ("AMT Credits"), available to reduce future federal taxable income which would expire if unused, as indicated below.

The federal NOL carryforwards as of December 31, 2015 are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2006	2026	$	500,000
2007	2027		12,700,000
2008	2028		4,600,000
2009	2029		2,400,000
2010	2030		1,900,000
2011	2031		1,900,000
2013	2033		3,700,000
2014	2034		4,900,000
2015	2035		2,700,000
		$	35,300,000

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

	Amount
AMT Credits	$	21,000,000

Based on the Company's state tax returns as filed, the Company estimates that it has state NOL carryforwards available to reduce future state taxable income, which would expire if unused, as indicated below.

The state NOL carryforwards as of December 31, 2015,are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2011	2031	$	1,900,000
2013	2033		3,400,000
2014	2034		4,700,000
2015	2035		2,600,000
		$	12,600,000

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

	June 30, 2016			December 31, 2015
Deferred tax asset	$	35,900,000		$	34,500,000
Valuation allowance		(35,900,000	)		(34,500,000	)
Net deferred tax asset recognized	$	-		$	-

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

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Legal Proceedings

6 Months Ended

Jun. 30, 2016

Legal Proceedings [Abstract]

Legal Proceedings

Note 9 – Legal Proceedings

From time to time, the Company and its subsidiaries may be named as a defendant in various lawsuits or proceedings.  At the current time, the Company is unaware of any legal proceedings pending against the Company.  The Company intends to aggressively contest all litigation and contingencies, as well as pursue all sources for contributions to settlements.

The Company is a party to a lawsuit as follows:

AmBase v. 111 West 57^th Sponsor LLC, et al. In April 2016, the Company initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No. 652301/2016, against defendants 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, KM Equity LLC, Kevin Maloney, Matthew Phillips, Michael Stern, and Ned White (collectively, "Defendants") and nominal defendant 111 West 57th Investment LLC. AmBase alleges in this action that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57^th Partners, to develop the 111 West 57^th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. AmBase is seeking compensatory damages, as well as punitive damages and equitable relief including a declaration of the parties' rights, an accounting, and a constructive trust over distributions received by the Defendants. The complaint in this action has been filed and discovery is in the initial stages.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2016

Stockholders' Equity [Abstract]

Stockholders Equity

Note 10 - Stockholders' Equity

Authorized common stock consists of the following:

(shares in thousands)	July 15, 2016		December 31, 2015
Par value	$	0.01	$	0.01
Authorized shares		85,000		200,000
Issued shares		46,410		46,410
Outstanding shares		40,738		40,738

Authorized cumulative preferred stock consists of the following:

(shares in thousands)	July 15, 2016		December 31, 2015
Par value	$	0.01	$	0.01
Authorized shares		20,000		50,000
Issued shares		-		-
Outstanding shares		-		-

At the Company's June 2, 2016 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to reduce the number of authorized shares of the Company's common stock and cumulative preferred stock as noted above.  A copy of the Company's Amended and Restated Certificate of Incorporation as filed and recorded with the Secretary of State of the State of Delaware effective as of July 15, 2016 is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

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Subsequent Events

6 Months Ended

Jun. 30, 2016

Subsequent Events [Abstract]

Subsequent Events

Note 11 - Subsequent Events

The Company has performed a review of events subsequent to the balance sheet dated June 30, 2016, through the report issuance date.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2016

Summary of Significant Accounting Policies [Abstract]

New Accounting Pronouncements

New accounting pronouncements

There are no new accounting pronouncements that would likely materially affect the Company's condensed consolidated financial statements.

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Real Estate Owned (Tables)

6 Months Ended

Jun. 30, 2016

Real Estate Owned [Abstract]

Real Estate Owned

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

	June 30, 2016
Area of building in square feet	14,500
Square feet utilized by Company	3,500
Number of years depreciation is based upon	39

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Investment in 111 West 57th Partners LLC (Tables)

6 Months Ended

Jun. 30, 2016

Investment in 111 West 57th Partners LLC [Abstract]

Initial Investment and Other Information Relating to the 111 West 57th Property

Amounts relating to the Company's initial investment and other information relating to the 111 West 57^th 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 attributable to Company's investment	$	11,699
Distribution retained by the Company, net of amounts repaid to Capital LLC	$	1,831

Capital Contributed by Capital LLC and fully repaid

Capital contributed by Capital LLC in December 2014 and April 2015, which was fully repaid as part of the July 2015 Distribution, was as follows:

(in thousands)
Capital contributed by Capital LLC	$	9,868

Capital Contributions to the Joint Venture

The Company made additional capital contributions to the Joint Venture as indicated below:

(in thousands)	Six Months Ended June 30, 2016
Capital contributions	$	-

Equity Method Investments

The following tables present summarized financial information for the Company's equity method investment in 111 West 57^th 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:	June 30, 2016		December 31, 2015
Real estate held for development, net	$	503,948	$	440,370
Escrow deposits		9,400		9,400
Other assets		22,090		26,827
Total assets	$	535,438	$	476,597
Liabilities:
Loans payable	$	394,207	$	340,693
Other liabilities		20,603		14,447
Total liabilities		414,810		355,140
Equity:
Total members' equity		120,628		121,457
Total liabilities and members' equity	$	535,438	$	476,597

(in thousands)	Three Months Ended June 30, 2016			Three Months Ended June 30, 2015			Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Rental income	$	-		$	-		$	-		$	-
Expenses		179			473			829			890
Net income (loss)	$	(179	)	$	(473	)	$	(829	)	$	(890	)

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Savings Plan (Tables)

6 Months Ended

Jun. 30, 2016

Savings Plan [Abstract]

Matching Contributions to Savings Plan

The Company's matching contributions to the Savings Plan, charged to expense, were as follows:

($ in thousands)	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Company matching contributions	$	2		$	-		$	25		$	30
Employer match %		33	%		33	%		33	%		33	%

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Common Stock Repurchase Plan (Tables)

6 Months Ended

Jun. 30, 2016

Common Stock Repurchase Plan [Abstract]

Information Relating to Repurchase Plan

Information relating to the Repurchase Plan is as follows:

(in thousands)	Six Months Ended June 30, 2016
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	June 30, 2016
Total number of common shares authorized for repurchase	10,000
Total number of common shares repurchased to date	6,226
Total number of shares that may yet be repurchased	3,774

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Incentive Plans (Tables)

6 Months Ended

Jun. 30, 2016

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)	June 30, 2016
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 (Tables)

6 Months Ended

Jun. 30, 2016

Income Taxes [Abstract]

Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) are as follows:

(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Federal – current	$	-	$	-	$	-	$	-
State – current		35		37		70		67
Total current		35		37		70		67
Federal – deferred		-		-		-		-
State - deferred		-		-		-		-
Total deferred		-		-		-		-
Income tax expense (benefit)	$	35	$	37	$	70	$	67

Income Tax Reconciliation

A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2016	2015	2016		2015
Tax at statutory federal rate	35.0%	35.0%	35.0%		35.0%
State income taxes	4.5%	3.8%	3.7%		3.3%
Permanent differences	-	-	-		-
Other	-	-	-		-
Change in valuation allowance	(35.0)%	(35.0)%	(35.0)%	)	(35.0)%
Effective income tax rate	4.5%	3.8%	3.7%		3.3%

Alternate Minimum Tax Credit Carryforwards

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

	Amount
AMT Credits	$	21,000,000

Calculation of Net Deferred Tax Assets from NOL Carryforwards

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

	June 30, 2016			December 31, 2015
Deferred tax asset	$	35,900,000		$	34,500,000
Valuation allowance		(35,900,000	)		(34,500,000	)
Net deferred tax asset recognized	$	-		$	-

Federal -IRS [Member]

Operating Loss Carryforwards [Line Items]

Net operating loss carryforwards

The federal NOL carryforwards as of December 31, 2015 are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2006	2026	$	500,000
2007	2027		12,700,000
2008	2028		4,600,000
2009	2029		2,400,000
2010	2030		1,900,000
2011	2031		1,900,000
2013	2033		3,700,000
2014	2034		4,900,000
2015	2035		2,700,000
		$	35,300,000

State [Member]

Operating Loss Carryforwards [Line Items]

Net operating loss carryforwards

The state NOL carryforwards as of December 31, 2015,are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2011	2031	$	1,900,000
2013	2033		3,400,000
2014	2034		4,700,000
2015	2035		2,600,000
		$	12,600,000

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2016

Stockholders' Equity [Abstract]

Authorized Common Stock and Cumulative Preferred Stock

Authorized common stock consists of the following:

(shares in thousands)	July 15, 2016		December 31, 2015
Par value	$	0.01	$	0.01
Authorized shares		85,000		200,000
Issued shares		46,410		46,410
Outstanding shares		40,738		40,738

Authorized cumulative preferred stock consists of the following:

(shares in thousands)	July 15, 2016		December 31, 2015
Par value	$	0.01	$	0.01
Authorized shares		20,000		50,000
Issued shares		-		-
Outstanding shares		-		-

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

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

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Investment in 111 West 57th Partners LLC (Details)			3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Jul. 31, 2015 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($) ft²	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($) ft²	Sep. 30, 2014 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Investment in 111 West 57th Partners LLC [Abstract]
Company's aggregate initial investment			$ 57,250,000		$ 57,250,000
Company's aggregate initial membership interest percentage			60.30%		60.30%
Other members and Sponsor initial investment			$ 37,750,000		$ 37,750,000
Approximate gross square feet of project | ft²			346,000		346,000
Financing obtained by 111 W 57th Partners		$ 725,000,000		$ 725,000,000
Annaly CRE LLC initial mortgage and acquisition loan repaid		$ 230,000,000
Distribution attributable to Company's investment	$ 11,699,000
Distribution retained by the Company, net of amounts repaid to Capital LLC	$ 1,831,000
Capital contributed by Capital LLC								$ 9,868,000
Term of loan		4 years
Extension option of loan		1 year
Description of partnership agreement distribution					The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor.
Subordinated participation interest to CEO			10.00%		10.00%
Percentage of distribution on company's initial investment to be received prior to CEO receiving percentage distribution					150.00%
Noncontrolling Interest [Line Items]
Capital contributions					$ 0
Valuation of shortfall capital contribution as multiple of amount actually contributed					1.5
Sponsor calculation of investment LLC aggregate investment percentage after dilution					48.00%
Difference between the Company's carrying amount and the underlying equity			$ 867,000		$ 867,000
Impairment on the Company's equity method investments					0		$ 0
Assets [Abstract]
Real estate held for development, net			503,948,000		503,948,000		440,370,000
Escrow deposits			9,400,000		9,400,000		9,400,000
Other assets			22,090,000		22,090,000		26,827,000
Total assets			535,438,000		535,438,000		476,597,000
Liabilities [Abstract]
Loans payable			394,207,000		394,207,000		340,693,000
Other liabilities			20,603,000		20,603,000		14,447,000
Total liabilities			414,810,000		414,810,000		355,140,000
Equity [Abstract]
Total members' equity			120,628,000		120,628,000		121,457,000
Total liabilities and members' equity			535,438,000		535,438,000		$ 476,597,000
Income (Loss) [Abstract]
Rental income			0	0	0	$ 0
Expenses			179,000	473,000	829,000	890,000
Net income (loss)			$ (179,000)	$ (473,000)	$ (829,000)	$ (890,000)
Minimum [Member]
Noncontrolling Interest [Line Items]
Percentage of outstanding shares to be owned by CEO			20.00%
Investment LLC [Member] | Capital LLC [Member]
Noncontrolling Interest [Line Items]
Terms of distributions to Capital LLC							available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement as noted above), second to the Company until it has received 150% of its capital, and; thereafter, available cash is split 10/90 with 10% going to Mr. R.A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance.

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Savings Plan (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Matching contributions to savings plan charged to expense [Abstract]
Company matching contributions	$ 2	$ 0	$ 25	$ 30
Employer match percentage	33.00%	33.00%	33.00%	33.00%

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Common Stock Repurchase Plan (Details) shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2016 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

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Incentive Plans (Details) shares in Thousands	Jun. 30, 2016 shares
Common stock reserved for issuance [Line Items]
Total common shares reserved for issuance (in shares)	4,430
1993 Stock Incentive Plan [Member]
Common stock reserved for issuance [Line Items]
Total common shares reserved for issuance (in shares)	4,320
Other Employee Benefit Plan [Member]
Common stock reserved for issuance [Line Items]
Total common shares reserved for issuance (in shares)	110

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Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Mar. 31, 2016
Components of income tax expense (benefit) [Abstract]
Federal - current	$ 0	$ 0	$ 0	$ 0
State - current	35,000	37,000	70,000	67,000
Total current	35,000	37,000	70,000	67,000
Federal - deferred	0	0	0	0
State - deferred	0	0	0	0
Total deferred	0	0	0	0
Income tax expense (benefit)	$ 35,000	$ 37,000	$ 70,000	$ 67,000
Reconciliation of federal statutory rate to effective income tax rate [Abstract]
Tax at statutory federal rate	35.00%	35.00%	35.00%	35.00%
State income taxes	4.50%	3.80%	3.70%	3.30%
Permanent differences	0.00%	0.00%	0.00%	0.00%
Other	0.00%	0.00%	0.00%	0.00%
Change in valuation allowance	(35.00%)	(35.00%)	(35.00%)	(35.00%)
Effective income tax rate	4.50%	3.80%	3.70%	3.30%
Operating Loss Carryforwards [Line Items]
AMT Credits	$ 21,000,000		$ 21,000,000
Net deferred tax asset arising primarily from NOL carryforwards and AMT credits [Abstract]
Deferred tax asset	35,900,000		35,900,000		$ 34,500,000
Valuation allowance	(35,900,000)		(35,900,000)		(34,500,000)
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	2,700,000		$ 2,700,000
Federal -IRS [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	35,300,000		35,300,000
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	12,600,000		$ 12,600,000
First Originated Loss Carryforwards [Member] | Federal -IRS [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 -IRS [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 -IRS [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 -IRS [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 -IRS [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 -IRS [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 -IRS [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 -IRS [Member] | Tax Year 2014 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating			2014
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	$ 2,600,000		$ 2,600,000

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Stockholders' Equity (Details) - $ / shares shares in Thousands	Jul. 15, 2016	Jun. 30, 2016	Dec. 31, 2015
Class of Stock [Line Items]
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
Preferred stock, par value (in dollars per share)			$ 0.01
Preferred stock, shares authorized (in shares)			50,000
Preferred stock, shares issued (in shares)			0
Preferred stock, shares outstanding (in shares)			0
Subsequent Event [Member]
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.01
Common stock, shares authorized (in shares)	85,000
Common stock, shares issued (in shares)	46,410
Common stock, shares outstanding (in shares)	40,738
Preferred stock, par value (in dollars per share)	$ 0.01
Preferred stock, shares authorized (in shares)	20,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0