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 March 31, 2017

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

YES NO

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 April 30, 2017, 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

March 31, 2017

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	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
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 March 31,
	2017			2016
Operating expenses:
Compensation and benefits	$	324		$	474
Professional and outside services		904			109
Property operating and maintenance		33			33
Depreciation		12			12
Insurance		36			36
Other operating		35			53
Total operating expenses		1,344			717
Operating income (loss)		(1,344	)		(717	)
Interest income		-			-
Interest expense		(5	)		-
Equity income (loss) 111 West 57th Partners LLC		(18	)		(392	)
Income (loss) before income taxes		(1,367	)		(1,109	)
Income tax expense (benefit)		3			35
Net income (loss)	$	(1,370	)	$	(1,144	)
Net income (loss) per common share - basic	$	(0.03	)	$	(0.03	)
Net income (loss) per common share - assuming dilution	$	(0.03	)	$	(0.03	)
Weighted average common shares outstanding - basic		40,738			40,738
Weighted average common shares outstanding - assuming dilution		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:	March 31, 2017			December 31, 2016
Cash and cash equivalents	$	262		$	586
Real estate owned:
Land		554			554
Buildings		1,900			1,900
Real estate owned, gross		2,454			2,454
Less:  accumulated depreciation		786			774
Real estate owned, net		1,668			1,680
Investment in 111 West 57th Partners LLC		63,752			63,770
Other assets		142			166
Total assets	$	65,824		$	66,202
Liabilities and Stockholders' Equity:
Liabilities:
Accounts payable and accrued liabilities	$	835		$	343
Loan payable		500			-
Other liabilities		-			-
Total liabilities		1,335			343
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock ($0.01 par value, 85,000 authorized in 2017, and  85,000 authorized in 2016, 46,410 issued and 40,738 outstanding in 2017 and 46,410 issued and 40,738 outstanding in 2016)		464			464
Additional paid-in capital		548,304			548,304
Accumulated deficit		(479,111	)		(477,741	)
Treasury stock, at cost – 2017 - 5,672 shares and 2016 – 5,672 shares		(5,168	)		(5,168	)
Total stockholders' equity		64,489			65,859
Total liabilities and stockholders' equity	$	65,824		$	66,202

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

AMBASE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months ended March 31,
(in thousands)	2017			2016
Cash flows from operating activities:
Net income (loss)	$	(1,370	)	$	(1,144	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation		12			12
Other income		-			-
Equity (income) loss - 111 West 57th Partners LLC		18			392
Changes in operating assets and liabilities:
Other assets		24			20
Accounts payable and accrued liabilities		492			(195	)
Other liabilities		-			-
Net cash provided (used) by operating activities		(824	)		(915	)
Cash flows from financing activities:
Proceeds from loan payable		500			-
Net cash provided (used) by financing activities		500			-
Net change in cash and cash equivalents		(324	)		(915	)
Cash and cash equivalents at beginning of period		586			3,303
Cash and cash equivalents at end of period	$	262		$	2,388
Supplemental cash flow disclosure:
Income taxes paid	$	7		$	17

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 and Going Concern

The accompanying condensed consolidated financial statements of AmBase Corporation and subsidiaries ("AmBase" or the "Company") are unaudited and subject to year-end adjustments. All material intercompany transactions and balances have been eliminated. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments unless otherwise disclosed, necessary for a fair presentation of the Company's consolidated financial position, results of operations and cash flows. Results for interim periods are not necessarily indicative of results for the full year. The 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, 2016.

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.  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.

A fundamental principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying condensed consolidated financial statements assuming the Company will continue as a going concern.

The Company has incurred operating losses and used cash for operating activities for the past several years.  The Company has also made significant investments in the 111 West 57th Street Property since 2013.  The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary.  The Company believes that based on its current level of operating expenses, its currently available cash resources together with the line of credit from Mr. R.A. Bianco as further discussed in Note 10 herein, may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include adjustments to the carrying value of assets and liabilities which might be necessary should the Company not continue in operation.

Over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured. In order to continue on a long-term basis, the Company must raise additional capital through the sale of assets or long term borrowings.  There can be no assurance that the Company will be able to attain such financing at terms acceptable to the Company, if at all.

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 office space; the remaining space is currently unoccupied and available for lease. Depreciation expense for the building is calculated on a straight-line basis.

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

	March 31, 2017
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 March 31, 2017, 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 property to purchase and develop the 111 West 57^th Street Property (the "111 West 57^th Property").  In consideration for making the Investment, Investment LLC was granted a  membership interest in 111 West 57^th Partners LLC ("111 West 57^th Partners"), which indirectly acquired the 111 West 57^th Property on June 28, 2013 (the "Joint Venture," and such date, the "Closing Date").  The Company also indirectly contributed an additional amount to the Joint Venture in exchange for an additional indirect interest in the Joint Venture.  Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Joint Venture plans to redevelop the 111 West 57^th Property into a luxury residential tower and retail project.

Amounts relating to the Company's initial investment and other information relating to the 111 West 57^th Property are 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.

In March 2017, the Company and Mr. R. A. Bianco entered into an agreement for Mr. R. A. Bianco to provide to the Company a financial commitment in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to Investment LLC and/or other affiliated subsidiaries of the Company to meet capital calls for the of 111 West 57^th Property if and when the case may be necessary on terms agreeable to/by the Company (as determined by the independent members of the Board of Directors) and Mr. R. A. Bianco at such time.  The agreement provides that additional borrowings from Mr. R. A. Bianco pursuant to this line of credit shall be secured by the Company's commercial office building in Greenwich, Connecticut.

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)	Three Months Ended March 31, 2017
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 have a dispute with regard to the calculation of the revised investment percentages resulting from the Capital Contribution Requests, along with the treatment and allocation of these Shortfall Capital Contribution amounts.

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 March 31, 2017, 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. Based on the Company's analysis, the Company believes, there was no impairment on the Company's equity method investment for the periods ended March 31, 2017.

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:	March 31, 2017		December 31, 2016
Real estate held for development, net	$	598,064	$	563,133
Escrow deposits		9,250		9,000
Other assets		5,790		6,908
Total assets	$	613,104	$	579,041
Liabilities:
Loans payable	$	475,122	$	441,749
Other liabilities		17,509		16,788
Total liabilities		492,631		458,537
Equity:
Total members' equity		120,473		120,504
Total liabilities and members' equity	$	613,104	$	579,041

	Three Months Ended March 31,
	2017				2016
Rental income		$	-			$	-
Expenses			31				650
Net income (loss)		$	(31	)		$	(650	)

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
	March 31, 2017			March 31, 2016
Company matching contributions	$	12		$	30
Employer match %		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)	Three Months ended March 31, 2017
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	March 31, 2017
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.

Information relating to the Company's 1993 Plan is as follows:

	Period Ending
(in thousands)	March 31, 2017	December 31, 2016
Stock option grants	-		-
Stock options exercisable	-		-
Stock options outstanding	-		-

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)	March 31, 2017
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 March 31,
	2017		2016
Federal – current	$	-	$	-
State – current		3		35
Total current		3		35
Federal – deferred		-		-
State – deferred		-		-
Total deferred		-		-
Income tax expense (benefit)	$	3	$	35

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

	Three Months Ended March 31,
	2017		2016
Tax at statutory federal rate	35.0	%	35.0	%
State income taxes	(0.2)		(3.0)
Permanent differences, tax credits and other adjustments	-		-
Other	-		-
Change in valuation allowance	(35.0)		(35.0)
Effective income tax rate	(0.2)	%	(3.0)	%

The Company has not been notified of any potential tax audits by any federal, state or local tax authorities.  As such, the Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2013.  Interest and/or penalties related to underpayments of income taxes, or on uncertain tax positions, if applicable, would be included as a component of income tax expense (benefit).  The accompanying financial statements do not include any amounts for penalties.

State income tax amounts for the three months ended March 31, 2017, and the three months ended March 31, 2016, reflect a provision for a tax on capital imposed by the state jurisdictions.

The utilization of certain carryforwards and carrybacks is subject to limitations under U.S. federal income tax laws. Based on the Company's federal tax returns as filed and to be 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, 2016 are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2006	2026	$	500,000
2007	2027		12,700,000
2008	2028		4,600,000
2009	2029		2,400,000
2010	2030		1,900,000
2011	2031		1,900,000
2013	2033		3,700,000
2014	2034		4,900,000
2015	2035		4,200,000
2016	2036		2,600,000
		$	39,400,000

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, and to be 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, 2016,are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2011	2031	$	1,800,000
2013	2033		2,700,000
2014	2034		4,200,000
2015	2035		4,100,000
2016	2036		2,800,000
		$	15,600,000

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

	March 31, 2017			December 31, 2016
Deferred tax asset	$	36,900,000		$	36,400,000
Valuation allowance		(36,900,000	)		(36,400,000	)
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 except as set forth below, the Company is unaware of any legal proceedings pending against the Company.  The Company intends to aggressively contest all litigation and contingencies, as well as pursue all sources for contributions to settlements.

The Company is a party to a lawsuit as follows:

AmBase v. 111 West 57^th Sponsor LLC, et al. In April 2016, the Company initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No. 652301/2016, against defendants 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, 111 West 57^th KM Equity LLC, 111 West 57^th KM Group LLC, Kevin Maloney, Matthew Phillips, Michael Stern, Ned White and Franklin R. Kaiman (collectively, "Defendants") and nominal defendant 111 West 57th Partners LLC. AmBase alleges in this action that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57^th Partners, to develop the 111 West 57^th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. The complaint also alleges that defendants have failed to honor the exercise of AmBase's equity put right. AmBase is seeking compensatory damages, as well as punitive damages, indemnification 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 ongoing.

Note 10 – Loan Payable

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

Pursuant to the WC Agreement, Mr. R. A. Bianco made a loan to the Company for use as working capital.  The loan is due on the earlier of the date the Company receives funds from any source sufficient to pay all amounts due under the loan, including accrued interest thereon, or the due date noted below.  Accrued interest payable associated with the loan is included in accounts payable and accrued liabilities in the Company's condensed consolidated balance sheet.

Information regarding the loan payable is as follows:

Date of Loan		Rate			Due Date	March 31, 2017		December 31, 2016
Loan payable	January 2017		5.25	%	December 31, 2019	$	500,000	$	-
						$	500,000	$	-

Information regarding accrued interest expense on the loan payable is as follows:

(in thousands)	March 31, 2017		December 31, 2016
Accrued interest expense	$	5	$	-

In April 2017, pursuant to the WC Agreement, Mr. R. A. Bianco made an additional loan of $500,000 to the Company for use as working capital in accordance with the same terms of the loan payable noted above.

The amounts noted above pursuant to the WC Agreement are distinct from the line of credit agreement for the 111 West 57^th Property as discussed in Note 4 herein.

Note 11 - Subsequent Events

The Company has performed a review of events subsequent to the balance sheet dated March 31, 2017, 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 and/or continue operations; (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; (xi) risks arising from unfavorable decisions in tax, legal and/or other proceedings; and risks with reard to the ability of the Company to continue as a going concern.  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, 2016.

BUSINESS OVERVIEW

AmBase Corporation ("AmBase" or 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.  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 March 31, 2017, aggregated $65,824,000, consisting principally of cash and cash equivalents of $262,000, an equity investment in a real estate development property of $63,752,000 and real estate owned, net of $1,668,000.  At March 31, 2017, the Company's liabilities aggregated $1,335,000.  Total stockholders' equity was $64,489,000.

A fundamental principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying condensed consolidated financial statements assuming the Company will continue as a going concern.

The Company has incurred operating losses and used cash for operating activities for the past several years.  The Company has also made significant investments in the 111 West 57th Street Property since 2013.  The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary.  The Company believes that based on its current level of operating expenses, its currently available cash resources together with the line of credit from Mr. Bianco as noted below, may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include adjustments to the carrying value of assets and liabilities which might be necessary should the Company not continue in operation.

Over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured. In order to continue on a long-term basis, the Company must raise additional capital through the sale of assets or long term borrowings.  There can be no assurance that the Company will be able to attain such financing at terms acceptable to the Company, if at all.

In May 2016, the Company and Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") entered into an agreement for Mr. R. A. Bianco to provide to the Company a secured working capital line of credit of up to one million dollars ($1,000,000) or additional amount(s) as may be necessary and agreed to on an as needed basis, if and when necessary, subject to customary and market terms and conditions to be agreed upon at such time (the "WC Agreement").  A copy of the WC Agreement was filed as exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended March 31, 2016.  Pursuant to the WC Agreement, in January 2017, Mr. R. A. Bianco made a $500,000 loan to the Company for use as working capital.  The loan accrues interest at 5.25% per annum and is due on the earlier of the date the Company receives funds from any source sufficient to pay all amounts due under the loan, including accrued interest thereon, or December 31, 2019.  A copy of such agreement is filed as exhibit 10.8 to the Company's Form 10-K for the annual period ended December 31, 2016.

In April 2017, pursuant to the WC Agreement, Mr. R. A. Bianco made an additional loan of $500,000 to the Company for use as working capital in accordance with the same terms of the loan payable noted above.  A copy of the loan agreement is filed as exhibit 10.3 to the Company's Form 10-Q for the quarterly period ended March 31, 2017.

The amounts noted above pursuant to the WC Agreement are distinct from the line of credit agreement for the 111 West 57^th Property as discussed in Part I – Item 1 – Note 4 to the Company's condensed consolidated financial statements.

For the three months ended March 31, 2017, cash of $824,000 was used by operations for the payment of operating expenses and prior year accruals.  The cash needs of the Company for the three months ended March 31, 2017, were satisfied by the loan from Mr. R.A. Bianco as noted above and Company's financial resources.

For the three months ended March 31, 2016, cash of $915,000 was used by operations, for the payment of operating expenses and prior year accruals.  The cash needs of the Company for the three months ended March 31, 2016, were principally satisfied by the Company's financial resources.

In March 2017, the Company and Mr. R. A. Bianco entered into an agreement for Mr. R. A. Bianco to provide to the Company a financial commitment in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to Investment LLC and/or other affiliated subsidiaries of the Company to meet capital calls for the of 111 West 57^th Property if and when the case may be necessary on terms agreeable to/by the Company (as determined by the independent members of the Board of Directors) and Mr. R. A. Bianco at such time. The agreement provides that additional borrowings from Mr. R. A. Bianco pursuant to this line of credit shall be secured by the Company's commercial office building in Greenwich, Connecticut.  A copy of such agreement was filed as exhibit 10.9 to the Company's Form 10-K for the annual period ended December 31, 2016.

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, indemnification and equitable relief, including a declaration of the parties' rights, an accounting, and a constructive trust over distributions received by the Defendants. 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 March 31, 2017, has not been impaired.

Accounts payable and accrued liabilities as of March 31, 2017, increased from December 31, 2016, principally as a result of current period accruals including $5,000 of accrued interest expense relating to the loan payable to Mr. R. A. Bianco.

There are no other material commitments for capital expenditures as of March 31, 2017.  Inflation has had no material impact on the business and operations of the Company.

Results of Operations for the Three Months Ended March 31, 2017 vs. the Three Months Ended March 31, 2016

The Company recorded a net loss of $1,370,000 or $0.03 per share in the three months ended March 31, 2017, compared to a net loss of $1,144,000, or $0.03 per share in the respective 2016 period.

Compensation and benefits decreased to $324,000 in the three months ended March 31, 2017, compared to $474,000 in the respective 2016 period.  The decrease in the 2017 three month period is due to a decrease in incentive compensation accruals in the 2017 period versus the comparable 2016 period.  No stock based compensation expense was recorded in the three months ended March 31, 2017 or March 31, 2016.

Professional and outside services increased to $904,000 in the three months ended March 31, 2017, compared to $109,000 in the respective 2016 period.  The increase in the 2017 period as compared to the 2016 periodis principally the result of a higher level of legal and professional fees incurred in 2017 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 remained unchanged at $33,000 for the three months ended March 31, 2017, compared to the respective March 31, 2016 period.

Insurance expenses remained unchanged in the three months ended March 31, 2017, compared to the respective 2016 period.

Other operating expenses decreased to $35,000 in the three months ended March 31, 2017, compared with $53,000 in the respective 2016 period, due to a general lower level of related expenses including decreased Delaware franchise tax expenses in the 2017 period.

Interest expense of $5,000 for the three months ended March 31, 2017, represents accrued interest expense on the loan payable to Mr. R. A. Bianco.  See Part I – Item 1 - Note 10 to the Company's condensed consolidated financial statements for further information.

Equity income (loss) - 111 West 57^th Partners of $18,000 for the three months ended March 31, 2017, and $392,000 for the three months ended March 31, 2016 represents the Company's share of the 111 West 57^th Partners' loss.  The equity loss in the 2017 and 2016 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 an income tax provision of $3,000 for the three months ended March 31, 2017, as compared with an income tax provision of $35,000 for the three months ended March 31, 2016.  The income tax provisions for the 2017 period and 2016 period 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 for income taxes is included in Part I - Item 1 – Note 8 to the Company's condensed consolidated financial statements.

Item 4. CONTROLS AND PROCEDURES

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

Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of our disclosure controls and procedures as of March 31, 2017.  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, 2016 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 2017 period.

Item 3.DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5.	OTHER INFORMATION
	In April 2017, pursuant to the WC Agreement, Mr. R. A. Bianco made an additional loan of $500,000 to the Company for use as working capital in accordance with the same terms of the January 2017 loan payable agreement.  A copy of the loan agreement is filed as Exhibit 10.3 to the Company's Form 10-Q for the quarterly period ending March 31, 2017, in lieu of under Items 1.01 and 9.01 of Form 8-K.

Item 6.			EXHIBITS
	10.1	Loan Agreement dated January 31, 2017 between Mr. Richard A. Bianco, the Company's Chairman President and Chief Executive Officer ("R. A. Bianco") and the Company (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference).
	10.2	Agreement dated March 17, 2017 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 to the Company a financial commitment in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to the 111 West 57th Property (filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference).
10.3*			Loan Agreement dated April 2017, between Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") and the Company.
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 March 31, 2017 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:	May 11, 2017

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:  May 11, 2017

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:  May 11, 2017

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 March 31, 2017 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:  May 11, 2017

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 March 31, 2017 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:  May 11, 2017

EX-10.3

PROMISSORY NOTE

$500,000.00

FOR VALUE RECEIVED, AMBASE CORPORATION ("AmBase" or the "Company") promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, "Richard A. Bianco"), the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (US $500,000), or so much thereof as has been advanced and remains unpaid, to be paid in lawful money of the United States together with interest thereon at a rate equal to 5.25% per annum, as follows:

Interest and Maturity Date.  Interest shall accrue on the outstanding principal balance due hereunder commencing on the date hereof and continuing on all outstanding amounts until this Promissory Note (the "Note") has been paid in full.  Interest shall be calculated on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).  The entire outstanding principal balance due hereunder, all accrued interest, and any other charges or fees provided for by this Note shall be and become due and payable from AmBase to Richard A. Bianco upon the first to occur (the "Maturity Date") of the following: (a) within one (1) week after the date the Company receives funds from any source sufficient to pay all amounts due under this this Note, including  all accrued interest thereon, including without limitation, from any sale or refinancing of the Company's building at 100 Putnam Green, Greenwich, CT  06830, or (b) December 31, 2019.  As used herein the term "business day" shall mean a day of the week that is not a Saturday, Sunday or Federal banking holiday.

Prepayment.  AmBase may, at any time and from time to time without premium, penalty or advance notice (written or otherwise) from AmBase to Richard A. Bianco, prepay to Richard A. Bianco all or any portion of the outstanding balance under this Note.  Any partial prepayment shall not affect the obligation to continue to pay in full the amount outstanding hereunder until the entire unpaid principal balance hereof, along with all accrued interest, if any, and any other charges and fees, have been paid in full.

Method and Application of Payment.  AmBase shall pay all amounts payable under this Note in cash of immediately available funds: (a) by wire transfer to an account designated by Richard A. Bianco; or (b) if no account has been designated, by bank check delivered to Richard A. Bianco at the address for Richard A. Bianco set forth herein or at such other place as may be designated in writing by Richard A. Bianco.  All such payments shall be made without setoff, deduction or counterclaim.  All payments received by Richard A. Bianco under in connection with this Note shall be applied: first, to any charges or fees due under the Note; second, to accrued and unpaid interest; and third, to outstanding and unpaid principal due in connection with the Note.

Collateral.  As security for repayment of all amounts due under this Note, AmBase hereby grants to Richard A. Bianco a first priority security interest in and pledge of all shares of stock of its wholly-owned subsidiary, Maiden Lane Associates, Ltd. ("MLA"). AmBase and MLA acknowledge and agree that MLA is benefiting directly from the extension of credit to AmBase provided under this Note. AmBase hereby further agrees to cause MLA to grant to Richard A. Bianco a first priority security interest in and mortgage on the Company's building at 100 Putnam Green, Greenwich, CT  06830 (the "Building"), which is wholly owned by MLA, as security for all indebtedness under this Note.

AmBase shall take any action reasonably requested by Richard A. Bianco  to perfect his security interest in the foregoing collateral, including filing any UCC-1 financing statements with respect to MLA shares and/or the Building, and filing or recording any mortgage or other security documentation with respect to the Building.  AmBase shall pay all reasonable expenses incurred in connection with the foregoing.

Notices.  All notices, consents or other communications required or permitted to be given under this Note shall be in writing and shall be deemed to have been duly given when delivered personally or one (1) business day after being sent by a nationally recognized overnight delivery service, postage or delivery charges prepaid or five (5) business days after being sent by registered or certified mail, return receipt requested, postage charges prepaid to the addresses set forth below, or may be given by facsimile and shall be effective on the date transmitted if confirmed within 48 hours thereafter by a signed original sent in one of the manners provided in the preceding sentence:

If to AmBase Corporation:	AmBase Corporation
	100 Putnam Green, 3rd Floor
	Greenwich, CT  06830
	ATTN:  John Ferrara
	Vice President & Chief Financial Officer
	Facsimile Number:  203-532-1115
If to Richard A. Bianco:	Richard A. Bianco
	c/o AmBase Corporation
	One South Ocean Boulevard, Suite 301
	Boca Raton, FL  33432

Miscellaneous.

• This Note and all matters arising out of or relating to this Note shall be governed by and construed in accordance with the laws of the State of Connecticut, applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of  law.

• Subject to applicable law, this Note may be amended, extended, supplemented or otherwise modified only by written agreement entered into by AmBase and Richard A. Bianco.

• The section headings set forth in this Note are solely for the purpose of reference and shall not in any way affect the meaning or construction of this Note.  Ambiguities and uncertainties in the wording of this Note shall not be construed for or against either AmBase or Richard A. Bianco, but shall be construed in the manner that most accurately reflects AmBase and Richard A. Bianco's intent as of the date of this Note.  AmBase and Richard A. Bianco acknowledge that each has been represented by counsel in connection with the review and execution of this Note and, accordingly, there shall be no presumption that this Note, or any provision hereof, be construed against AmBase.

• If any provision of this Note is construed to be invalid, illegal or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.

• This Note is and shall be binding upon the successors and assigns of AmBase.

• The rights and remedies of Richard A. Bianco under this Note shall be cumulative and not alternative.  No waiver by Richard A. Bianco of any right or remedy under this Note shall be effective unless in writing signed by Richard A. Bianco.  Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by Richard A. Bianco will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law:  (i) no claim or right of Richard A. Bianco arising out of this Note can be discharged, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing signed by Richard A. Bianco; (ii) no waiver that may be given by Richard A. Bianco will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on AmBase will be deemed to be a waiver of any obligations of AmBase or of the right of Richard A. Bianco to take further action without notice or demand as provided in this Note.  AMBASE HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST AND NOTICE OF DISHONOR AND PROTEST AND OTHER DEMANDS AND NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE OR ENFORCEMENT OF THIS NOTE.

• AMBASE ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION AND HEREBY VOLUNTARILY AND KNOWINGLY WAIVES ITS RIGHT TO NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED BY THE LAW OF ANY STATE OR FEDERAL LAW WITH RESPECT TO, FOLLOWING ANY DEFAULT IN ITS OBLIGATIONS UNDER THIS NOTE, ANY PREJUDGMENT REMEDY WHICH RICHARD A. BIANCO MAY DESIRE TO USE.

•

IN WITNESS WHEREOF, AmBase has caused this Note to be duly executed and delivered as of the date set forth below.

AmBase Corporation

/s/ John Ferrara

John Ferrara

Vice President & Chief Financial Officer

AmBase Corporation

Dated:  April 10, 2017

/s/ Richard A. Bianco

Richard A. Bianco

Dated:  April 10, 2017

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 30, 2017
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	2017
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating expenses:
Compensation and benefits	$ 324	$ 474
Professional and outside services	904	109
Property operating and maintenance	33	33
Depreciation	12	12
Insurance	36	36
Other operating	35	53
Total operating expenses	1,344	717
Operating income (loss)	(1,344)	(717)
Interest income	0	0
Interest expense	(5)	0
Equity income (loss) - 111 West 57th Partners LLC	(18)	(392)
Income (loss) before income taxes	(1,367)	(1,109)
Income tax expense (benefit)	3	35
Net income (loss)	$ (1,370)	$ (1,144)
Net income (loss) per common share - basic (in dollars per share)	$ (0.03)	$ (0.03)
Net income (loss) per common share - assuming dilution (in dollars per share)	$ (0.03)	$ (0.03)
Weighted average common shares outstanding - basic (in shares)	40,738	40,738
Weighted average common shares outstanding - assuming dilution (in shares)	40,738	40,738

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Assets:
Cash and cash equivalents	$ 262,000	$ 586,000
Real estate owned:
Land	554,000	554,000
Buildings	1,900,000	1,900,000
Real estate owned, gross	2,454,000	2,454,000
Less: accumulated depreciation	786,000	774,000
Real estate owned, net	1,668,000	1,680,000
Investment in 111 West 57th Partners LLC	63,752,000	63,770,000
Other assets	142,000	166,000
Total assets	65,824,000	66,202,000
Liabilities:
Accounts payable and accrued liabilities	835,000	343,000
Loan payable	500,000	0
Other liabilities	0	0
Total liabilities	1,335,000	343,000
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock ($0.01 par value, 85,000 authorized in 2017 and 85,000 authorized in 2016, 46,410 issued and 40,738 outstanding in 2017 and 46,410 issued and 40,738 outstanding in 2016)	464,000	464,000
Additional paid-in capital	548,304,000	548,304,000
Accumulated deficit	(479,111,000)	(477,741,000)
Treasury stock, at cost - 2017 - 5,672 shares and 2016 - 5,672 shares	(5,168,000)	(5,168,000)
Total stockholders' equity	64,489,000	65,859,000
Total liabilities and stockholders' equity	$ 65,824,000	$ 66,202,000

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2017	Dec. 31, 2016
Stockholders' equity:
Par value (in dollars per share)	$ 0.01	$ 0.01
Shares authorized (in shares)	85,000	85,000
Shares issued (in shares)	46,410	46,410
Shares outstanding (in shares)	40,738	40,738
Treasury stock, at cost (in shares)	5,672	5,672

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income (loss)	$ (1,370)	$ (1,144)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation	12	12
Other income	0	0
Equity (income) loss - 111 West 57th Partners LLC	18	392
Changes in operating assets and liabilities:
Other assets	24	20
Accounts payable and accrued liabilities	492	(195)
Other liabilities	0	0
Net cash provided (used) by operating activities	(824)	(915)
Cash flows from financing activities:
Proceeds from loan payable	500	0
Net cash provided (used) by financing activities	500	0
Net change in cash and cash equivalents	(324)	(915)
Cash and cash equivalents at beginning of period	586	3,303
Cash and cash equivalents at end of period	262	2,388
Supplemental cash flow disclosure:
Income taxes paid	$ 7	$ 17

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The Company and Basis of Presentation and Going Concern

3 Months Ended

Mar. 31, 2017

The Company and Basis of Presentation and Going Concern [Abstract]

The Company and Basis of Presentation and Going Concern

Note 1 – The Company and Basis of Presentation and Going Concern

The accompanying condensed consolidated financial statements of AmBase Corporation and subsidiaries ("AmBase" or the "Company") are unaudited and subject to year-end adjustments. All material intercompany transactions and balances have been eliminated. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments unless otherwise disclosed, necessary for a fair presentation of the Company's consolidated financial position, results of operations and cash flows. Results for interim periods are not necessarily indicative of results for the full year. The 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, 2016.

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.  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.

A fundamental principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying condensed consolidated financial statements assuming the Company will continue as a going concern.

The Company has incurred operating losses and used cash for operating activities for the past several years.  The Company has also made significant investments in the 111 West 57th Street Property since 2013.  The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary.  The Company believes that based on its current level of operating expenses, its currently available cash resources together with the line of credit from Mr. R.A. Bianco as further discussed in Note 10 herein, may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include adjustments to the carrying value of assets and liabilities which might be necessary should the Company not continue in operation.

Over the next several months, the Company will seek to manage its current level of cash and cash equivalents, through various ways, including but not limited to, reducing operating expenses, possible asset sales and/or long term borrowings, although this cannot be assured. In order to continue on a long-term basis, the Company must raise additional capital through the sale of assets or long term borrowings.  There can be no assurance that the Company will be able to attain such financing at terms acceptable to the Company, if at all.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

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

3 Months Ended

Mar. 31, 2017

Real Estate Owned [Abstract]

Real Estate Owned

Note 3 – Real Estate Owned

Real estate owned consists of a commercial office building in Greenwich, Connecticut that is managed and operated by the Company.  A portion of the building is utilized by the Company for office space; the remaining space is currently unoccupied and available for lease. Depreciation expense for the building is calculated on a straight-line basis.

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

	March 31, 2017
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 March 31, 2017, 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

3 Months Ended

Mar. 31, 2017

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 property to purchase and develop the 111 West 57^th Street Property (the "111 West 57^th Property").  In consideration for making the Investment, Investment LLC was granted a  membership interest in 111 West 57^th Partners LLC ("111 West 57^th Partners"), which indirectly acquired the 111 West 57^th Property on June 28, 2013 (the "Joint Venture," and such date, the "Closing Date").  The Company also indirectly contributed an additional amount to the Joint Venture in exchange for an additional indirect interest in the Joint Venture.  Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Joint Venture plans to redevelop the 111 West 57^th Property into a luxury residential tower and retail project.

Amounts relating to the Company's initial investment and other information relating to the 111 West 57^th Property are 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.

In March 2017, the Company and Mr. R. A. Bianco entered into an agreement for Mr. R. A. Bianco to provide to the Company a financial commitment in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to Investment LLC and/or other affiliated subsidiaries of the Company to meet capital calls for the of 111 West 57^th Property if and when the case may be necessary on terms agreeable to/by the Company (as determined by the independent members of the Board of Directors) and Mr. R. A. Bianco at such time.  The agreement provides that additional borrowings from Mr. R. A. Bianco pursuant to this line of credit shall be secured by the Company's commercial office building in Greenwich, Connecticut.

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)	Three Months Ended March 31, 2017
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 have a dispute with regard to the calculation of the revised investment percentages resulting from the Capital Contribution Requests, along with the treatment and allocation of these Shortfall Capital Contribution amounts.

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 March 31, 2017, 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. Based on the Company's analysis, the Company believes, there was no impairment on the Company's equity method investment for the periods ended March 31, 2017.

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:	March 31, 2017		December 31, 2016
Real estate held for development, net	$	598,064	$	563,133
Escrow deposits		9,250		9,000
Other assets		5,790		6,908
Total assets	$	613,104	$	579,041
Liabilities:
Loans payable	$	475,122	$	441,749
Other liabilities		17,509		16,788
Total liabilities		492,631		458,537
Equity:
Total members' equity		120,473		120,504
Total liabilities and members' equity	$	613,104	$	579,041

	Three Months Ended March 31,
	2017				2016
Rental income		$	-			$	-
Expenses			31				650
Net income (loss)		$	(31	)		$	(650	)

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Savings Plan

3 Months Ended

Mar. 31, 2017

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
	March 31, 2017			March 31, 2016
Company matching contributions	$	12		$	30
Employer match %		33	%		33	%

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Common Stock Repurchase Plan

3 Months Ended

Mar. 31, 2017

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)	Three Months ended March 31, 2017
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	March 31, 2017
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

3 Months Ended

Mar. 31, 2017

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.

Information relating to the Company's 1993 Plan is as follows:

	Period Ending
(in thousands)	March 31, 2017	December 31, 2016
Stock option grants	-		-
Stock options exercisable	-		-
Stock options outstanding	-		-

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)	March 31, 2017
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

3 Months Ended

Mar. 31, 2017

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 March 31,
	2017		2016
Federal – current	$	-	$	-
State – current		3		35
Total current		3		35
Federal – deferred		-		-
State – deferred		-		-
Total deferred		-		-
Income tax expense (benefit)	$	3	$	35

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

	Three Months Ended March 31,
	2017		2016
Tax at statutory federal rate	35.0	%	35.0	%
State income taxes	(0.2)		(3.0)
Permanent differences, tax credits and other adjustments	-		-
Other	-		-
Change in valuation allowance	(35.0)		(35.0)
Effective income tax rate	(0.2)	%	(3.0)	%

The Company has not been notified of any potential tax audits by any federal, state or local tax authorities.  As such, the Company believes the statutes of limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2013.  Interest and/or penalties related to underpayments of income taxes, or on uncertain tax positions, if applicable, would be included as a component of income tax expense (benefit).  The accompanying financial statements do not include any amounts for penalties.

State income tax amounts for the three months ended March 31, 2017, and the three months ended March 31, 2016, reflect a provision for a tax on capital imposed by the state jurisdictions.

The utilization of certain carryforwards and carrybacks is subject to limitations under U.S. federal income tax laws. Based on the Company's federal tax returns as filed and to be 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, 2016 are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2006	2026	$	500,000
2007	2027		12,700,000
2008	2028		4,600,000
2009	2029		2,400,000
2010	2030		1,900,000
2011	2031		1,900,000
2013	2033		3,700,000
2014	2034		4,900,000
2015	2035		4,200,000
2016	2036		2,600,000
		$	39,400,000

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, and to be 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, 2016,are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2011	2031	$	1,800,000
2013	2033		2,700,000
2014	2034		4,200,000
2015	2035		4,100,000
2016	2036		2,800,000
		$	15,600,000

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

	March 31, 2017			December 31, 2016
Deferred tax asset	$	36,900,000		$	36,400,000
Valuation allowance		(36,900,000	)		(36,400,000	)
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

3 Months Ended

Mar. 31, 2017

Legal Proceedings [Abstract]

Legal Proceedings

Note 9 - Legal Proceedings

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

The Company is a party to a lawsuit as follows:

AmBase v. 111 West 57^th Sponsor LLC, et al. In April 2016, the Company initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No. 652301/2016, against defendants 111 West 57th Sponsor LLC, 111 West 57th JDS LLC, PMG West 57th Street LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, Elliot Joseph, 111 West 57^th KM Equity LLC, 111 West 57^th KM Group LLC, Kevin Maloney, Matthew Phillips, Michael Stern, Ned White and Franklin R. Kaiman (collectively, "Defendants") and nominal defendant 111 West 57th Partners LLC. AmBase alleges in this action that the Defendants engaged in an unlawful scheme to dilute AmBase's equity interest in the joint real estate venture 111 West 57^th Partners, to develop the 111 West 57^th Street Property and to keep for themselves certain financing opportunities in breach of Defendants' contractual and fiduciary duties. The complaint also alleges that defendants have failed to honor the exercise of AmBase's equity put right. AmBase is seeking compensatory damages, as well as punitive damages, indemnification 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 ongoing.

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Loan Payable

3 Months Ended

Mar. 31, 2017

Loan Payable [Abstract]

Loan Payable

Note 10 – Loan Payable

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

Pursuant to the WC Agreement, Mr. R. A. Bianco made a loan to the Company for use as working capital.  The loan is due on the earlier of the date the Company receives funds from any source sufficient to pay all amounts due under the loan, including accrued interest thereon, or the due date noted below.  Accrued interest payable associated with the loan is included in accounts payable and accrued liabilities in the Company's condensed consolidated balance sheet.

Information regarding the loan payable is as follows:

Date of Loan		Rate			Due Date	March 31, 2017		December 31, 2016
Loan payable	January 2017		5.25	%	December 31, 2019	$	500,000	$	-
						$	500,000	$	-

Information regarding accrued interest expense on the loan payable is as follows:

(in thousands)	March 31, 2017		December 31, 2016
Accrued interest expense	$	5	$	-

In April 2017, pursuant to the WC Agreement, Mr. R. A. Bianco made an additional loan of $500,000 to the Company for use as working capital in accordance with the same terms of the loan payable noted above.

The amounts noted above pursuant to the WC Agreement are distinct from the line of credit agreement for the 111 West 57^th Property as discussed in Note 4 herein.

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Subsequent Events

3 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

Subsequent Events

Note 11 - Subsequent Events

The Company has performed a review of events subsequent to the balance sheet dated March 31, 2017, through the report issuance date.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

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)

3 Months Ended

Mar. 31, 2017

Real Estate Owned [Abstract]

Real Estate Owned

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

	March 31, 2017
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)

3 Months Ended

Mar. 31, 2017

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 are 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)	Three Months Ended March 31, 2017
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:	March 31, 2017		December 31, 2016
Real estate held for development, net	$	598,064	$	563,133
Escrow deposits		9,250		9,000
Other assets		5,790		6,908
Total assets	$	613,104	$	579,041
Liabilities:
Loans payable	$	475,122	$	441,749
Other liabilities		17,509		16,788
Total liabilities		492,631		458,537
Equity:
Total members' equity		120,473		120,504
Total liabilities and members' equity	$	613,104	$	579,041

	Three Months Ended March 31,
	2017				2016
Rental income		$	-			$	-
Expenses			31				650
Net income (loss)		$	(31	)		$	(650	)

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Savings Plan (Tables)

3 Months Ended

Mar. 31, 2017

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
	March 31, 2017			March 31, 2016
Company matching contributions	$	12		$	30
Employer match %		33	%		33	%

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Common Stock Repurchase Plan (Tables)

3 Months Ended

Mar. 31, 2017

Common Stock Repurchase Plan [Abstract]

Information Relating to Repurchase Plan

Information relating to the Repurchase Plan is as follows:

(in thousands)	Three Months ended March 31, 2017
Common shares repurchased to treasury during period		-
Aggregate cost of shares repurchased during period	$	-

(in thousands)	March 31, 2017
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)

3 Months Ended

Mar. 31, 2017

Incentive Plans [Abstract]

Information Relating to 1993 Plan

Information relating to the Company's 1993 Plan is as follows:

	Period Ending
(in thousands)	March 31, 2017	December 31, 2016
Stock option grants	-		-
Stock options exercisable	-		-
Stock options outstanding	-		-

Common Stock Reserved for Issuance Under Stock Option and Other Non-related Employee Benefit Plans

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

(in thousands)	March 31, 2017
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)

3 Months Ended

Mar. 31, 2017

Income Taxes [Abstract]

Components of Income Tax Expense (Benefit)

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

(in thousands)	Three Months Ended March 31,
	2017		2016
Federal – current	$	-	$	-
State – current		3		35
Total current		3		35
Federal – deferred		-		-
State – deferred		-		-
Total deferred		-		-
Income tax expense (benefit)	$	3	$	35

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 March 31,
	2017		2016
Tax at statutory federal rate	35.0	%	35.0	%
State income taxes	(0.2)		(3.0)
Permanent differences, tax credits and other adjustments	-		-
Other	-		-
Change in valuation allowance	(35.0)		(35.0)
Effective income tax rate	(0.2)	%	(3.0)	%

Alternate Minimum Tax Credit Carryforwards

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

	Amount
AMT Credits	$	21,000,000

Calculation of Net Deferred Tax Assets from NOL Carryforwards

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

	March 31, 2017			December 31, 2016
Deferred tax asset	$	36,900,000		$	36,400,000
Valuation allowance		(36,900,000	)		(36,400,000	)
Net deferred tax asset recognized	$	-		$	-

Federal [Member]

Operating Loss Carryforwards [Line Items]

Net Operating Loss Carryforwards

The federal NOL carryforwards as of December 31, 2016 are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2006	2026	$	500,000
2007	2027		12,700,000
2008	2028		4,600,000
2009	2029		2,400,000
2010	2030		1,900,000
2011	2031		1,900,000
2013	2033		3,700,000
2014	2034		4,900,000
2015	2035		4,200,000
2016	2036		2,600,000
		$	39,400,000

State [Member]

Operating Loss Carryforwards [Line Items]

Net Operating Loss Carryforwards

The state NOL carryforwards as of December 31, 2016,are as follows:

Tax Year Originating	Tax Year Expiring	Amount
2011	2031	$	1,800,000
2013	2033		2,700,000
2014	2034		4,200,000
2015	2035		4,100,000
2016	2036		2,800,000
		$	15,600,000

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Loan Payable (Tables)

3 Months Ended

Mar. 31, 2017

Loan Payable [Abstract]

Information Regarding Loan Payable

Information regarding the loan payable is as follows:

Date of Loan		Rate			Due Date	March 31, 2017		December 31, 2016
Loan payable	January 2017		5.25	%	December 31, 2019	$	500,000	$	-
						$	500,000	$	-

Information Regarding Accrued Interest Expense on Loan Payable

Information regarding accrued interest expense on the loan payable is as follows:

(in thousands)	March 31, 2017		December 31, 2016
Accrued interest expense	$	5	$	-

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Real Estate Owned (Details) - Commercial Office Building [Member]	3 Months Ended
	Mar. 31, 2017 ft²
Property, Plant And Equipment [Line Items]
Area of building in square feet	14,500
Square feet utilized by Company	3,500
Number of years depreciation is based upon	39 years

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Investment in 111 West 57th Partners LLC (Details)		1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 30, 2015 USD ($)	Jul. 31, 2015 USD ($)	Mar. 31, 2017 USD ($)	Mar. 31, 2014	Dec. 31, 2016 USD ($)	May 31, 2016 USD ($)	Jun. 28, 2013 USD ($) ft²
Investment in 111 West 57th Partners LLC [Abstract]
Company's aggregate initial investment							$ 57,250,000
Company's aggregate initial membership interest percentage							60.30%
Other members and Sponsor initial investment							$ 37,750,000
Approximate gross square feet of project | ft²							346,000
Term of loan			4 years
Extension option of loan			1 year
Financing obtained by 111 W 57th Partners	$ 725,000,000
Annaly CRE LLC initial mortgage and acquisition loan repaid	$ 230,000,000
Distribution attributable to Company's investment		$ 11,699,000
Distribution retained by the Company, net of amounts repaid to Capital LLC		1,831,000
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%
Percentage of distribution on company's initial investment to be received prior to CEO receiving percentage distribution				150.00%
Capital contributed by Capital LLC		$ 9,868,000
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
Impairment on the Company's equity method investments			0
Assets [Abstract]
Real estate held for development, net			598,064,000		$ 563,133,000
Escrow deposits			9,250,000		9,000,000
Other assets			5,790,000		6,908,000
Total assets			613,104,000		579,041,000
Liabilities [Abstract]
Loans payable			475,122,000		441,749,000
Other liabilities			17,509,000		16,788,000
Total liabilities			492,631,000		458,537,000
Equity [Abstract]
Total members' equity			120,473,000		120,504,000
Total liabilities and members' equity			613,104,000		579,041,000
Income (Loss) [Abstract]
Rental income			0		0
Expenses			31,000		650,000
Net income (loss)			$ (31,000)		$ (650,000)
Capital LLC [Member]
Noncontrolling Interest [Line Items]
Percentage of outstanding shares to be owned by CEO			20.00%
Line of Credit [Member] | R. A. Bianco [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity			$ 10,000,000			$ 1,000,000
Investment LLC [Member] | Capital LLC [Member]
Noncontrolling Interest [Line Items]
Terms of distributions to Capital LLC			available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement 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
	Mar. 31, 2017	Mar. 31, 2016
Matching contributions to savings plan charged to expense [Abstract]
Company matching contributions	$ 12	$ 30
Employer match percentage	33.00%	33.00%

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Common Stock Repurchase Plan (Details) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) shares
Common Stock Repurchase Plan [Abstract]
Common shares repurchased to treasury during the 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 shares in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Stock option [Roll Forward]
Total common shares reserved for issuance (in shares)	4,430
1993 Stock Incentive Plan [Member]
Stock option [Roll Forward]
Stock option grants (in shares)	0	0
Stock options exercisable (in shares)	0	0
Stock options outstanding (in shares)	0	0
Total common shares reserved for issuance (in shares)	4,320
Other Employee Benefit Plan [Member]
Stock option [Roll Forward]
Total common shares reserved for issuance (in shares)	110

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Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Components of income tax expense (benefit) [Abstract]
Federal - current	$ 0	$ 0
State - current	3,000	35,000
Total current	3,000	35,000
Federal - deferred	0	0
State - deferred	0	0
Total deferred	0	0
Income tax expense (benefit)	$ 3,000	$ 35,000
Reconciliation of federal statutory rate to effective income tax rate [Abstract]
Tax at statutory federal rate	35.00%	35.00%
State income taxes	(0.20%)	(3.00%)
Permanent difference, tax credits and other adjustments	0.00%	0.00%
Other	0.00%	0.00%
Change in valuation allowance	(35.00%)	(35.00%)
Effective income tax rate	(0.20%)	(3.00%)
Operating Loss Carryforwards [Line Items]
AMT Credits	$ 21,000,000
Net deferred tax asset arising primarily from NOL carryforwards and AMT credits [Abstract]
Net deferred tax asset	36,900,000		$ 36,400,000
Valuation allowance	(36,900,000)		(36,400,000)
Net deferred tax asset recognized	0		$ 0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	39,400,000
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, amount	$ 15,600,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2006 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2006
Tax year expiring	2026
Operating loss carryforwards, amount	$ 500,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2007 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2007
Tax year expiring	2027
Operating loss carryforwards, amount	$ 12,700,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2008 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2008
Tax year expiring	2028
Operating loss carryforwards, amount	$ 4,600,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2009 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2009
Tax year expiring	2029
Operating loss carryforwards, amount	$ 2,400,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2010 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2010
Tax year expiring	2030
Operating loss carryforwards, amount	$ 1,900,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2011 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2011
Tax year expiring	2031
Operating loss carryforwards, amount	$ 1,900,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2013 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2013
Tax year expiring	2033
Operating loss carryforwards, amount	$ 3,700,000
Originated Loss Carryforwards [Member] | Federal [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
Originated Loss Carryforwards [Member] | Federal [Member] | Tax Year 2015 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2015
Tax year expiring	2035
Operating loss carryforwards, amount	$ 4,200,000
Originated Loss Carryforwards [Member] | Federal [Member] | Tax year 2016 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2016
Tax year expiring	2036
Operating loss carryforwards, amount	$ 2,600,000
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2011 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2011
Tax year expiring	2031
Operating loss carryforwards, amount	$ 1,800,000
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2013 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2013
Tax year expiring	2033
Operating loss carryforwards, amount	$ 2,700,000
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2014 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2014
Tax year expiring	2034
Operating loss carryforwards, amount	$ 4,200,000
Originated Loss Carryforwards [Member] | State [Member] | Tax Year 2015 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2015
Tax year expiring	2035
Operating loss carryforwards, amount	$ 4,100,000
Originated Loss Carryforwards [Member] | State [Member] | Tax year 2016 [Member]
Operating Loss Carryforwards [Line Items]
Tax year originating	2016
Tax year expiring	2036
Operating loss carryforwards, amount	$ 2,800,000

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Loan Payable (Details) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	May 31, 2016
Information regarding the loan payable [Abstract]
Loan payable		$ 500,000	$ 0
Information regarding accrued interest expense on the loan payable [Abstract]
Accrued interest expense		$ 5,000	0
Loan Payable Due December 31, 2019 [Member]
Information regarding the loan payable [Abstract]
Date of loan		Jan. 31, 2017
Rate		5.25%
Due date		Dec. 31, 2019
Loan payable		$ 500,000	$ 0
R. A. Bianco [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 10,000,000		$ 1,000,000
R. A. Bianco [Member] | Line of Credit [Member] | Subsequent Event [Member]
Information regarding accrued interest expense on the loan payable [Abstract]
Additional loan made pursuant to WC Agreement	$ 500,000