false
0001595527
0001595527
2026-05-15
2026-05-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 15, 2026
American Strategic Investment Co.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
001-39448 |
|
46-4380248 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 222
Bellevue Ave, Newport, Rhode
Island |
|
02840 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 415-6500
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Class A common stock, $0.01 par value per share |
|
NYC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
Item 7.01 Regulation FD Disclosure.
Earnings Call Script
On May 15, 2026, American
Strategic Investment Co. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter
ended March 31, 2026. A transcript of the pre-recorded portion of the conference call is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. As previously disclosed, a replay of the entire conference call is available through May 29, 2026 by telephone as follows:
Toll Free Dial in Number:
1 (844) 512-2921
Toll Dial in Number:
1 (412) 317-6671
Conference ID: 13760299
The
information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The statements in this
press release that are not historical facts may be forward-looking statements, including, without limitation, statements regarding the
Company’s ability to return to compliance with the New York Stock Exchange’s (“NYSE”) continued listing standards.
These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different.
The words “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,”
“estimates,” “projects,” “plans,” “intends,” “should” and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These
forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s
control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These
risks and uncertainties include (a) the anticipated benefits of the Company’s election to terminate its status as a real estate
investment trust, (b) whether the Company will be able to successfully acquire new assets or businesses, (c) the potential adverse effects
of the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine, Israel and Hamas and the U.S. and Israel
against Iran, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company,
the Company’s tenants, and the global economy and financial markets, (d) inflationary conditions and higher interest rate environment,
(e) economic uncertainties about the ultimate impact of tariffs imposed by, or imposed on, the United States and its trading relationships,
(f) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be identified
or completed on favorable terms, or at all, and (g) that we may not be able to regain compliance with the NYSE’s continued listing
requirements and rules, and the NYSE may delist the Company’s common stock, which could negatively affect the Company, the price
of the Company’s common stock and shareholders’ ability to sell the Company’s common stock, as well as those risks and
uncertainties set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31,
2025, filed on April 15, 2026 with the United States Securities and Exchange Commission (“SEC”) and all other filings with
the SEC after that date, including but not limited to the subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent report. Further,
forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking
statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required
to do so by law.
Item
9.01 Financial Statements and Exhibits.
(d)
| Exhibit No |
|
Description |
| 99.1 |
|
Transcript |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto
duly authorized.
| |
American Strategic Investment Co. |
| |
|
|
| Date: May 15, 2026 |
By: |
/s/ Michael LeSanto |
| |
|
Michael LeSanto |
| |
|
Chief Financial Officer |
Exhibit 99.1
American Strategic Investment Co (NYSE: NYC) First Quarter Earnings
Call
Executives
Nicholas Schorsch, Jr. - President & CEO
Michael LeSanto – CFO
Operator
Good morning and welcome to the American Strategic Investment Company's
first quarter Earnings Call. [Operator Instructions]. I would now like to turn the conference over to Curtis Parker, Senior Vice President.
Please go ahead.
Curtis
Thank you. Good morning, everyone and thank you for joining us for
our first quarter 2026 Earnings Call. This event is also being webcast in the Investor Relations section of our website. Joining me today
on the call to discuss the quarter's results are Nicholas Schorsch, Jr., American Strategic Investment Company's Chief Executive Officer,
and Michael LeSanto, the Chief Financial Officer.
The following information contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. Please review the forward-looking
and cautionary statements section at the end of the first quarter 2026 earnings release for various factors that could cause actual results
to differ materially from forward-looking statements made during our call today. Should one or more of these risks or uncertainties materialize,
actual results may differ materially from those expressed or implied by the forward-looking statements. We refer all of you to our SEC
filings including the Form 10-K filed for the year ended December 31, 2025, filed on April 15, 2026, and all subsequent SEC filings for
a more detailed discussion of the risk factors that could cause these differences.
Any forward-looking statements provided during this call are only made
as of the date of this call. As stated in our SEC filings, the Company disclaims any intent or obligation to update or revise these forward-looking
statements except as required by law. Please note that all first quarter 2026 financial information is unaudited. Also, during today's
call, we will discuss non-GAAP financial measures, which we believe can be useful in evaluating the company's financial and operating
performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance
with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available in our earnings release which
is posted on our website at www.americanstrategicinvestment.com. Please also refer to our earnings release for more detailed information
about what we consider to be implied investment grade tenants, a term we will use throughout today's call.
I will now turn the call over to Nick Schorsch, Jr., Chief Executive
Officer. Please go ahead, Nick.
Nicholas Schorsch, Jr.
Thanks, Curtis. Good morning and thank you all for joining us today.
Our first quarter was focused on continuous proactive management of the Company, with particular attention to the reduction of recurring
expenses and management of our balance sheet.
We remain committed to operating and unlocking value at our current
assets, with a focus on tenant retention, property improvements, and cost efficiency while simultaneously pruning our exposure to non-core
assets. Near-term lease expirations represented only 6% of Annualized Straight-Line Rent and
60% of our leases now extend beyond 2030, up from 57% last quarter. We believe that this extended term, coupled with a high-quality tenant
base featuring our top 10 tenants who are 69% investment grade or implied investment grade, provides significant portfolio stability.
Our $388 million New York City real estate portfolio encompasses roughly
743,000 square feet and consists of five properties, most of which are situated in Manhattan. The office and retail spaces we manage attract
a robust group of tenants, including several major investment-grade companies. With an emphasis on resilient sectors and properties located
near convenient transit options, we are confident that our portfolio is strategically placed to support both increased occupancy and strong
tenant retention.
Beyond prioritizing the improvement of our real estate portfolio, our
efforts to identify additional profitable investment opportunities is ongoing. The dispositions we have completed over the last year have,
in our opinion, positioned us to be better prepared to seize future investment prospects that support our portfolio’s sustained
development. Our aim is to create a portfolio that will enhance shareholder returns.
With that, I'll turn it over to Michael LeSanto to go over the first
quarter results. Michael?
Michael LeSanto
Thank you, Nick. First quarter 2026 revenue was $7.3 million compared
to $12.3 million in the first quarter of 2025, principally due to the disposition of 1140 Avenue of the Americas through a consensual
foreclosure with the lenders for that property in late 2025. The company's GAAP net loss attributable to common stockholders was $7.8
million in the first quarter of 2026, impacted by a $2.3 million non-cash gain and a $5.0 million decrease in tenant revenue related to
the foreclosure at 1140 Avenue of the Americas. This is compared to a net loss of $8.6 million in the first quarter of 2025, which was
impacted by an impairment recorded in the quarter related to the sale of 9 Times Square.
For the first quarter of 2026, Adjusted EBITDA was negative $1.1 million,
compared to negative $0.8 million in the first quarter of 2025. Cash net operating income was $2.8 million, compared to $4.2 million in
the first quarter of 2025.
As always, a reconciliation of GAAP net income to non-GAAP measures
can be found in our earnings release and quarterly supplemental information on our website.
Nick I'll turn it back to you for some closing remarks.
Nicholas Schorsch, Jr.
Thank you, Michael. Our ongoing efforts are aimed at improving operational
adaptability, including selective asset sales. We are currently reviewing various approaches for our properties located at 123 William
Street and 196 Orchard to maximize long-term portfolio value. The team remains committed to filling vacant units, exploring alternatives
for refinancing upcoming debt maturities, renewing agreements with present tenants, and closely monitoring costs.
We appreciate your participation today and invite you to attend our
annual stockholders’ meeting online on June 2 at 2pm Eastern.
