0001595527FALSETRUE00015955272024-05-102024-05-100001595527us-gaap:CommonClassAMember2024-05-102024-05-100001595527us-gaap:PreferredClassAMember2024-05-102024-05-10

 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 10, 2024
 
American Strategic Investment Co.
(Exact Name of Registrant as Specified in Charter)
 
Maryland001-3944846-4380248
(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 shareNYCNew York Stock Exchange
Class A Preferred Stock Purchase RightsNew 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 2.02. Results of Operations and Financial Condition.
On May 10, 2024, American Strategic Investment Co. (the “Company”) issued a press release announcing its results of operations for the quarter ended March 31, 2024, and supplemental financial information for the quarter ended March 31, 2024, attached hereto as Exhibits 99.1 and 99.2, respectively.
Item 7.01. Regulation FD Disclosure.
Press Release and Supplemental Information
As disclosed in Item 2.02 above, on May 10, 2024, the Company issued a press release announcing its results of operations for the quarter ended March 31, 2024, and supplemental financial information for the quarter ended March 31, 2024, attached hereto as Exhibits 99.1 and 99.2, respectively. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “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. The information set forth in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Forward-Looking Statements
The statements in this Current Report on Form 8-K that are not historical facts may be forward-looking statements. 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 conflict between Russia and Ukraine and Israel and Hamas, 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) the potential adverse effects of inflationary conditions and higher interest rate environment, (e) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be completed on favorable terms, or at all, and (f) the Company may not be able to continue to meet the New York Stock Exchange's (“NYSE”) 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 the Company's 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, 2023 filed on April 1, 2024 and all other filings with the Securities and Exchange Commission 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 reports. 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)Exhibits
 
Exhibit No.Description
Press Release dated May 10, 2024
Supplemental information for the quarter ended March 31, 2024
104Cover Page Interactive Data File - the cover page XBRL tags are 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 10, 2024
By:/s/ Michael Anderson
  Michael Anderson
  Chief Executive Officer
 




EXHIBIT 99.1
picture1.jpg

FOR IMMEDIATE RELEASE

AMERICAN STRATEGIC INVESTMENT CO. ANNOUNCES FIRST QUARTER 2024 RESULTS
Company to Host Investor Webcast and Conference Call Today at 11:00 AM ET
New York, May 10, 2024 - American Strategic Investment Co. (NYSE: NYC) (“ASIC” or the “Company”), a company that owns a portfolio of commercial real estate located within the five boroughs of New York City, announced today its financial and operating results for the first quarter ended March 31, 2024.
First Quarter 2024 and Subsequent Event Highlights
•Revenue was consistent at $15.5 million for the first quarter of 2024 and 2023
•Net loss attributable to common stockholders improved to $7.6 million, compared to $11.8 million in the first quarter 2023
•Cash net operating income (“NOI”) was consistent at $7.0 million for the first quarter of 2024 and 2023
•Adjusted EBITDA grew to $2.9 million compared to $2.5 million in the first quarter 2023
•Portfolio occupancy grew 320 basis points to 87.2% as of March 31, 2024 compared to the first quarter 2023, with weighted-average lease term(1) of 6.3 years
•81% of annualized straight-line rent from top 10 tenants(2) is derived from investment grade or implied investment grade(3) rated tenants with a weighted-average remaining lease term of 8.2 years as of March 31, 2024
•Portfolio comprised of 100% fixed rate with a 4.4% weighted-average interest rate and 3.4 years of weighted-average debt maturity
•Subsequent to quarter-end, the Company announced an amendment which extends the maturity for the Capital One Loan Agreement and intent to dispose of 9 Times Square property

CEO Comments
“We believe our first quarter results once again demonstrated the effectiveness of our consistent focus on portfolio management as we improved net loss attributable to common stockholders to $7.6 million, compared to $11.8 million in the first quarter 2023, realized an increase in Adjusted EBITDA compared to last year, and achieved a 320 basis point increase in occupancy compared to the same quarter last year,” said Michael Anderson, CEO of American Strategic Investment Co. “We believe our longstanding focus on continuously strengthening to our portfolio, while at the same time managing our expenses, has positioned us well to create value for shareholders. As we look ahead, we believe that monetizing some of our Manhattan properties, if completed, will result in a further reduction in leverage, and support efforts to diversify into new higher-yielding investment opportunities.”

1

Financial Results
Three Months Ended March 31,
(In thousands, except per share data)20242023
Revenue from tenants$15,481 $15,534 
 
Net loss attributable to common stockholders$(7,608)$(11,758)
Net loss per common share (1)
$(3.28)$(5.77)
EBITDA $2,350 $(143)
Adjusted EBITDA$2,928 $2,533 
(1)All per share data based on 2,322,594 and 2,038,880 diluted weighted-average shares outstanding for the three months ended March 31, 2024 and 2023, respectively.
Real Estate Portfolio
The Company’s portfolio consisted of seven properties comprised of 1.2 million rentable square feet as of March 31, 2024. Portfolio metrics include:
•87.2% leased
•6.3 years remaining weighted-average lease term
•81% of annualized straight-line rent(4) from top 10 tenants derived from investment grade or implied investment grade tenants with 8.2 years of weighted-average remaining lease term
•Diversified portfolio, comprised of 24% financial services tenants, 13% government and public administration tenants, 12% retail tenants, 9% non-profit and 42% all other industries, based on annualized straight-line rent
Capital Structure and Liquidity Resources
As of March 31, 2024, the Company had $5.3 million of cash and cash equivalents(5). The Company’s net debt(6) to gross asset value(7) was 46.9%, with net debt of $394.2 million.
All of the Company’s debt was fixed-rate as of March 31, 2024. The Company’s total combined debt had a weighted-average interest rate of 4.4%.(8)
2

Footnotes/Definitions
(1)The weighted-average remaining lease term (years) is weighted by annualized straight-line rent as of March 31, 2024.
(2)Top 10 tenants based on annualized straight-line rent as of March 31, 2024.
(3)As used herein, investment grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term “parent" for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. Ratings information is as of March 31, 2024. Based on annualized straight-line rent, top 10 tenants are 60% actual investment grade rated and 20% implied investment grade rated.
(4)Annualized straight-line rent is calculated using the most recent available lease terms as of March 31, 2024.
(5)Under one of our mortgage loans, we are required to maintain minimum liquid assets (i.e. cash and cash equivalents and restricted cash) of $10.0 million.
(6)Total debt of $399.5 million less cash and cash equivalents of $5.3 million as of March 31, 2024. Excludes the effect of deferred financing costs, net, mortgage premiums, net and includes the effect of cash and cash equivalents.
(7)Defined as the carrying value of total assets of $689.8 million plus accumulated depreciation and amortization of $149.9 million as of March 31, 2024.
(8)Weighted based on the outstanding principal balance of the debt.
3

Webcast and Conference Call
ASIC will host a webcast and call on May 10, 2024 at 11:00 a.m. ET to discuss its financial and operating results. This webcast will be broadcast live over the Internet and can be accessed by all interested parties through the ASIC website, www.americanstrategicinvestment.com, in the “Investor Relations” section.
Dial-in instructions for the conference call and the replay are outlined below.
To listen to the live call, please go to ASIC’s “Investor Relations” section of the website at least 15 minutes prior to the start of the call to register and download any necessary audio software. For those who are not able to listen to the live broadcast, a replay will be available shortly after the call on the ASIC website at www.americanstrategicinvestment.com.
Live Call
Dial-In (Toll Free): 1-888-330-3127
International Dial-In: 1-646-960-0855
Conference ID: 5954637 
Conference Replay*
Domestic Dial-In (Toll Free): 1-800-770-2030
International Dial-In: 1-647-362-9199
Conference Number: 5954637 
*Available from May 10, 2024 through August 8, 2024.
About American Strategic Investment Co.  
American Strategic Investment Co. (NYSE: NYC) owns a portfolio of commercial real estate located within the five boroughs of New York City. Additional information about ASIC can be found on its website at www.americanstrategicinvestment.com.
Supplemental Schedules 
The Company will file supplemental information packages with the Securities and Exchange Commission (the “SEC”) to provide additional disclosure and financial information. Once posted, the supplemental package can be found under the “Presentations” tab in the Investor Relations section of ASIC’s website at www.americanstrategicinvestment.com and on the SEC website at www.sec.gov.
Important Notice
The statements in this press release that are not historical facts may be forward-looking statements. 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 conflict between Russia and Ukraine and Israel and Hamas, 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) the potential adverse effects of inflationary conditions and higher interest rate environment, (e) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be completed on favorable terms, or at all, and (f) the Company may not be able to continue to meet the New York Stock Exchange's (“NYSE”) 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 the Company's 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, 2023 filed on April 1, 2024 and all other filings with the Securities and Exchange Commission 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 reports. 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.
4

Contacts:
Investors and Media:
Email: investorrelations@americanstrategicinvestment.com
Phone: (866) 902-0063
5

American Strategic Investment Co.
Consolidated Balance Sheets
(In thousands. except share and per share data)

March 31,
2024		December 31,
2023
ASSETS(Unaudited) 
Real estate investments, at cost:
Land
$188,935 $188,935 
Buildings and improvements
479,672 479,265 
Acquired intangible assets
56,919 56,929 
Total real estate investments, at cost
725,526 725,129 
Less accumulated depreciation and amortization
(149,916)(144,956)
Total real estate investments, net
575,610 580,173 
Cash and cash equivalents5,293 5,292 
Restricted cash8,806 7,516 
Operating lease right-of-use asset
54,682 54,737 
Prepaid expenses and other assets 5,908 6,150 
Derivative asset, at fair value— 400 
Straight-line rent receivable30,782 30,752 
Deferred leasing costs, net8,718 9,152 
Total assets$689,799 $694,172 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgage notes payable, net$396,088 $395,702 
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $615 and $20 at March 31, 2024 and December 31, 2023, respectively)15,488 12,975 
Operating lease liability54,641 54,657 
Below-market lease liabilities, net1,848 2,061 
Deferred revenue4,367 3,983 
Total liabilities
472,432 469,378 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at March 31, 2024 and December 31, 2023— — 
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,403,994 and 2,334,340 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively24 23 
Additional paid-in capital730,230 729,644 
Accumulated other comprehensive income— 406 
Distributions in excess of accumulated earnings(512,887)(505,279)
Total stockholders’ equity
217,367 224,794 
Total liabilities and equity
$689,799 $694,172 
6

American Strategic Investment Co.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share data)

 Three Months Ended March 31,
20242023
Revenue from tenants$15,481 $15,534 
Operating expenses: 
Asset and property management fees to related parties1,903 1,884 
Property operating8,382 8,421 
Equity-based compensation54 2,200 
General and administrative2,801 3,181 
Depreciation and amortization5,261 6,952 
Total operating expenses18,401 22,638 
Operating loss(2,920)(7,104)
Other income (expense):
Interest expense(4,697)(4,663)
Other income 9 9 
Total other expense(4,688)(4,654)
Net loss and Net loss attributable to common stockholders$(7,608)$(11,758)
Net loss per share attributable to common stockholders — Basic and Diluted$(3.28)$(5.77)
Weighted-average shares outstanding — Basic and Diluted2,322,594 2,038,880 
7

American Strategic Investment Co.
Quarterly Reconciliation of Non-GAAP Measures (Unaudited)
(In thousands)

Three Months Ended
March 31, 2024March 31, 2023
Net loss and Net loss attributable to common stockholders$(7,608)$(11,758)
Interest expense4,697 6,952 
Depreciation and amortization5,261 4,663 
EBITDA2,350 (143)
Equity-based compensation54 2,200 
Other (income) loss(9)485 
Asset and property management fees paid in common stock to related parties in lieu of cash533 (9)
Adjusted EBITDA2,928 2,533 
Asset and property management fees to related parties payable in cash1,370 1,399 
General and administrative2,801 3,181 
NOI7,099 7,113 
Accretion of below- and amortization of above-market lease liabilities and assets, net(55)36 
Straight-line rent (revenue as a lessor)(30)(204)
Straight-line ground rent (expense as lessee)27 27 
Cash NOI7,041 6,972 
Cash Paid for Interest:
Interest expense4,697 4,663 
Amortization of deferred financing costs(386)(386)
Total cash paid for interest$4,311 $4,277 
8

Non-GAAP Financial Measures
This release discusses the non-GAAP financial measures we use to evaluate our performance, including Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”) and Cash Net Operating Income (“Cash NOI”) and Cash Paid for Interest. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net loss, is provided above.
In December 2022 we announced that we changed our business strategy and terminated our election to be taxed as a REIT effective January 1, 2023, however, our business and operations have not materially changed in the first quarter of 2023. Therefore, we did not change any of the non-GAAP metrics that we have historically used to evaluate performance.
Caution on Use of Non-GAAP Measures
EBITDA, Adjusted EBITDA, NOI, Cash NOI and Cash Paid for Interest should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.
As a result, we believe that the use of these non-GAAP metrics, together with the required GAAP presentations, provide a more complete understanding of our performance, including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, EBITDA and Adjusted EBITDA are not indicative of cash available to fund ongoing cash needs, including the ability to pay cash dividends. Investors are cautioned that EBITDA and Adjusted EBITDA should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income and Cash Paid for Interest.
We believe that EBITDA and Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition and transaction-related expenses, fees related to the listing related costs and expenses, other non-cash items such as the vesting and conversion of the Class B Units, equity-based compensation expense and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income as an indicator of our operating activities. Other companies may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other companies.
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss). We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unleveraged basis. We use NOI to assess and compare property level performance and to make decisions concerning the operations of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss). NOI excludes certain items included in calculating net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other companies that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or our ability to pay dividends.
Cash NOI, is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as NOI excluding amortization of above/below market lease intangibles and straight-line adjustments that are included in GAAP lease revenues. We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current financial performance of our properties and it allows for comparison of our operating performance between periods and to other companies. Cash NOI should not be considered as an alternative to net income, as an indication of our financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way other companies present Cash NOI.
Cash Paid for Interest is calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net. Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for Interest should not be considered as an alternative to interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.
9

EXHIBIT 99.2






American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (unaudited)




American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)
Table of Contents
ItemPage
Non-GAAP Definitions3
Key Metrics5
Consolidated Balance Sheets6
Consolidated Statements of Operations7
Non-GAAP Measures8
Debt Overview10
Future Minimum Lease Rents11
Top Ten Tenants12
Diversification by Property Type13
Diversification by Tenant Industry14
Lease Expirations15

Forward-looking Statements:
The statements in this supplemental package that are not historical facts may be forward-looking statements. 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 conflict between Russia and Ukraine and Israel and Hamas, 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) the potential adverse effects of inflationary conditions and higher interest rate environment, (e) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be completed on favorable terms, or at all, and (f) the Company may not be able to continue to meet the New York Stock Exchange's (“NYSE”) 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 the Company's 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, 2023 filed on April 1, 2024 and all other filings with the Securities and Exchange Commission 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 reports. 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.
2

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)
Non-GAAP Financial Measures
This section discusses the non-GAAP financial measures we use to evaluate our performance, including, Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”) and Cash Net Operating Income (“Cash NOI”) and Cash Paid for Interest. While NOI is a property-level measure, a description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.
In December 2022 we announced that that we changed our business strategy and terminated our election to be taxed as a REIT effective January 1, 2023, however, our business and operations operations have not materially changed in the first quarter of 2023. Therefore, we did not change any of the non-GAAP metrics that we have historically used to evaluate performance.
Caution on Use of Non-GAAP Measures
EBITDA, Adjusted EBITDA, NOI, Cash NOI and Cash Paid for Interest are non-GAAP metrics and should not be construed to be more relevant or accurate than other metrics calculated and presented in accordance with GAAP, including net loss, in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than non-GAAP metrics.
We consider EBITDA, Adjusted EBITDA, NOI and Cash NOI useful indicators of our performance. Because these metrics’ calculations exclude such factors as depreciation and amortization of real estate assets, interest expense, impairment charges, equity-based compensation, gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), these metrics’ presentations facilitate comparisons of operating performance between periods and between other companies that use these measures.
As a result, we believe that the use of these non-GAAP metrics together with the required GAAP presentations, provide a more complete understanding of our performance, including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, these non-GAAP metrics are not indicative of cash available to fund ongoing cash needs, including the ability to pay cash dividends and capital expenditures. Investors are cautioned that these non-GAAP metrics should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income and Cash Paid for Interest.
We believe that EBITDA and Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition and transaction-related expenses, fees related to the listing related costs and expenses, other non-cash items such as the vesting and conversion of the Class B Units, equity-based compensation expense and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income as an indicator of our operating activities. Other companies may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other companies.
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss). We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unleveraged basis. We use NOI to assess and compare property level performance and to make decisions concerning the operations of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss). NOI excludes certain items included in calculating net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other companies that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or our ability to pay dividends.
Cash NOI, is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as NOI excluding amortization of above/below market lease intangibles and straight-line adjustments that are included in GAAP lease revenues. We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current financial performance of our properties and it allows for comparison of our operating performance between periods and to other companies. Cash NOI should not be considered as an alternative to net income, as an indication of our financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way other companies present Cash NOI.
3

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)
Cash Paid for Interest is calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net. Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for Interest should not be considered as an alternative to interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.
4

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Key Metrics
As of and for the three months ended March 31, 2024
Amounts in thousands, except per share data, ratios and percentages
Financial Results (Amounts in thousands, except per share data)
Revenue from tenants$15,481 
Net loss attributable to common stockholders$(7,608)
Basic and diluted net loss per share attributable to common stockholders$(3.28)
Cash NOI (1)
$7,041 
Adjusted EBITDA (1)
$2,928 
Balance Sheet and Capitalization (Amounts in thousands, except ratios and percentages)
Gross asset value (2)
$839,715 
Net debt (3) (4)
$394,207 
Total consolidated debt (4)
$399,500 
Total assets$689,799 
Cash and cash equivalents (5)
$5,293 
Common shares outstanding as of March 31, 2024
2,404 
Net debt to gross asset value46.9 %
Net debt to annualized adjusted EBITDA (1) (annualized based on quarterly results)
33.7 x
Weighted-average interest rate cost (6)
4.4 %
Weighted-average debt maturity (years) (7)
3.4 
Interest Coverage Ratio (8)
0.7 x
Real Estate Portfolio
Number of properties7 
Number of tenants77 
Square footage (millions)1.2 
Leased87.2 %
Weighted-average remaining lease term (years) (9)
6.3
______
(1)These Non-GAAP metrics are reconciled below.
(2)Defined as total assets of $689.8 million plus accumulated depreciation and amortization of $149.9 million as of March 31, 2024.
(3)Represents total debt outstanding of $399.5 million, less cash and cash equivalents of $5.3 million.
(4)Excludes the effect of deferred financing costs, net.
(5)Under the terms of one of the Company’s mortgage loans, the Company is required to maintain minimum liquid assets (i.e. cash and cash equivalents and restricted cash) of $10.0 million and a minimum net worth in excess of $175.0 million.
(6)The weighted average interest rate cost is based on the outstanding principal balance of the debt.
(7)The weighted average debt maturity is based on the outstanding principal balance of the debt.
(8)The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net). Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and cash paid for interest are non-GAAP metrics and are reconciled below.
(9)Based on annualized straight-line rent as of March 31, 2024.
5
American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024


Consolidated Balance Sheets
Amounts in thousands, except share and per share data
March 31,
2024		December 31,
2023
ASSETS(Unaudited)
Real estate investments, at cost:
Land$188,935 $188,935 
Buildings and improvements479,672 479,265 
Acquired intangible assets56,919 56,929 
Total real estate investments, at cost725,526 725,129 
Less accumulated depreciation and amortization(149,916)(144,956)
Total real estate investments, net575,610 580,173 
Cash and cash equivalents5,293 5,292 
Restricted cash8,806 7,516 
Operating lease right-of-use asset54,682 54,737 
Prepaid expenses and other assets 5,908 6,150 
Derivative asset, at fair value— 400 
Straight-line rent receivable30,782 30,752 
Deferred leasing costs, net8,718 9,152 
Total assets$689,799 $694,172 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgage notes payable, net$396,088 $395,702 
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $615 and $20 at March 31, 2024 and December 31, 2023, respectively)15,488 12,975 
Operating lease liability54,641 54,657 
Below-market lease liabilities, net1,848 2,061 
Deferred revenue4,367 3,983 
Total liabilities472,432 469,378 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at March 31, 2024 and December 31, 2023— — 
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,403,994 and 2,334,340 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively24 23 
Additional paid-in capital730,230 729,644 
Accumulated other comprehensive income— 406 
Distributions in excess of accumulated earnings(512,887)(505,279)
Total stockholders’ equity217,367 224,794 
Total liabilities and equity$689,799 $694,172 
6

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Consolidated Statements of Operations
Amounts in thousands, except share and per share data
 Three Months Ended
March 31,
2024		December 31,
2023		September 30, 2023June 30,
2023
Revenue from tenants$15,481 $15,380 $16,015 $15,782 
 Expenses:
Asset and property management fees to related parties1,903 1,926 1,882 1,988 
Property operating 8,382 8,230 8,792 8,353 
Impairment of real estate investments— 66,053 362 151 
Equity-based compensation54 151 1,208 2,304 
General and administrative 2,801 1,824 1,932 2,439 
Depreciation and amortization5,261 6,332 6,499 6,749 
Total expenses18,401 84,516 20,675 21,984 
Operating loss(2,920)(69,136)(4,660)(6,202)
Other income (expense):
Interest expense(4,697)(4,749)(4,739)(4,749)
Other income9 9 8 9 
Total other expense, net(4,688)(4,740)(4,731)(4,740)
Net loss and Net loss attributable to common stockholders$(7,608)$(73,876)$(9,391)$(10,942)
Basic and Diluted Net Loss Per Share:
Net loss per share attributable to common stockholders — Basic and Diluted$(3.28)$(32.27)$(4.10)$(4.77)
Weighted average shares outstanding —Basic and Diluted2,322,594 2,289,094 2,288,683 2,286,797 
7

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Non-GAAP Measures
Amounts in thousands
 Three Months Ended
March 31,
2024		December 31,
2023		September 30, 2023June 30, 2023
EBITDA:
Net loss and Net loss attributable to common stockholders$(7,608)$(73,878)$(9,390)$(10,899)
Depreciation and amortization5,261 6,332 6,499 6,749 
Interest expense4,697 4,749 4,739 4,707 
Income tax expense— — — — 
EBITDA2,350 (62,797)1,848 557 
Impairment of real estate investments— 66,053 362 151 
   Acquisition and transaction related— — — — 
Equity-based compensation54 151 1,208 2,304 
Management Fees paid in stock to Advisor in lieu of cash533 — — — 
Other income(9)(9)(8)(10)
Adjusted EBITDA2,928 3,398 3,410 3,002 
Asset and property management fees to related parties paid in cash1,370 1,926 1,882 1,988 
General and administrative2,801 1,824 1,931 2,439 
NOI7,099 7,148 7,223 7,429 
Accretion of below- and amortization of above-market lease liabilities and assets, net(55)(25)(36)(45)
Straight-line rent (revenue as a lessor)(30)(848)(703)120 
Straight-line ground rent (expense as lessee)27 28 27 27 
Cash NOI$7,041 $6,303 $6,511 $7,531 
Cash Paid for Interest:
Interest expense$4,697 $4,749 $4,739 $4,707 
Amortization of deferred financing costs(386)(386)(386)(385)
Total cash paid for interest$4,311 $4,363 $4,353 $4,322 
8

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Debt Overview
As of March 31, 2024
Year of MaturityNumber of Encumbered Properties
Weighted-Average Debt Maturity (Years) (1)
Weighted-Average Interest Rate (1) (2)
Total Outstanding Balance (3)
(In thousands)
2024 (remainder)1 0.1 3.7 %$49,500 
2025— — — %— 
20261 2.3 4.2 %99,000 
20271 2.9 4.7 %140,000 
20283 4.7 4.7 %60,000 
20291 5.3 3.9 %51,000 
Thereafter— — — %— 
Total Debt7 3.4 4.4 %$399,500 
______
(1)Weighted based on the outstanding principal balance of the debt.
(2)All of the Company’s debt is fixed rate as of March 31, 2024.
(3)Excludes the effect of deferred financing costs, net. Current balances as of March 31, 2024 are shown in the year the debt matures.
9

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Future Minimum Lease Rents
As of March 31, 2024
Amounts in thousands
Future Minimum Base Rent Payments (1)
2024 (remainder)$41,936 
202548,999 
202643,939 
202740,612 
202836,408 
202932,985 
Thereafter142,212 
Total$387,091 
_________________
(1)Represents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.
10

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Top Ten Tenants
As of March 31, 2024
Amounts in thousands, except percentages
Tenant / Lease GuarantorProperty TypeTenant Industry
Annualized SL Rent (1)
SL Rent Percent
Remaining Lease Term (2)
Investment Grade (3)
City National BankOffice / RetailFinancial Services$4,356 8 %9.3 Yes
Planned Parenthood Federation of America, Inc.OfficeNon-Profit3,385 6 %7.2 Yes
EquinoxRetailFitness2,897 5 %14.7 No
Cornell UniversityOfficeHealthcare Services2,476 4 %0.2 Yes
The City of New York - Dept. of Youth & Community DevelopmentOfficeGovernment/Public Administration2,215 4 %13.8 Yes
CVSRetailRetail2,161 4 %10.4 Yes
USA General Services AdministrationOfficeGovernment/Public Administration2,029 3 %3.2 Yes
I Love NY GiftsRetailRetail1,932 3 %12.2 No
NYS LicensingOfficeGovernment/Public Administration1,833 3 %3.3 Yes
MarshallsRetailRetail1,641 3 %4.6 Yes
Subtotal    24,925 43 %8.2 
Remaining portfolio32,850 57 %
Total Portfolio    $57,775 100 %
__________________
(1)Calculated using the most recent available lease terms as of March 31, 2024.
(2)Based on straight-line rent as of March 31, 2024.
(3)As used herein, investment grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term "parent" for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. Ratings information is as of March 31, 2024. Top 10 tenants are 60% actual investment grade rated and 20% implied investment grade rated.
11

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Diversification by Property Type
As of March 31, 2024
Amounts in thousands, except percentages
Total Portfolio
Property Type
Annualized SL Rent (1)
SL Rent PercentSquare FeetSqFt. Percent
Office$42,662 74 %826 82 %
Retail 14,334 25 %168 17 %
Other 779 1 %14 1 %
Total $57,775 100 %1,008 100 %
____________
(1)Calculated using the most recent available lease terms as of March 31, 2024.
12

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Diversification by Tenant Industry
As of March 31, 2024
Amounts in thousands, except percentages
Total Portfolio
Industry Type
Annualized SL Rent (1)
SL Rent PercentSquare FeetSq. ft. Percent
Financial Services$13,920 24 %179 18 %
Government / Public Administration 7,700 13 %173 17 %
Retail 7,035 12 %53 5 %
Non-profit 5,136 9 %114 11 %
Office Space4,363 8 %110 11 %
Services3,948 7 %70 7 %
Healthcare Services3,138 5 %43 4 %
Fitness2,897 5 %30 3 %
Professional Services2,820 5 %62 6 %
Technology2,568 4 %46 5 %
Other (2)
4,250 8 %128 13 %
Total $57,775 100 %1,008 100 %
____________
(1)Calculated using the most recent available lease terms as of March 31, 2024.
(2)Other includes nine industry types as of March 31, 2024.
13

American Strategic Investment Co.
Supplemental Information
Quarter ended March 31, 2024 (Unaudited)

Lease Expirations
As of March 31, 2024
Year of ExpirationNumber of Leases Expiring
Annualized SL Rent [1]
Annualized SL Rent PercentLeased Rentable Square FeetPercent of Rentable Square Feet Expiring
(In thousands)(In thousands)
2024 (Remaining)17$7,720 13.4 %148 14.7 %
2025156,156 10.7 %118 11.7 %
202692,801 4.8 %56 5.6 %
2027125,942 10.3 %130 12.9 %
202883,412 5.9 %56 5.6 %
202983,508 6.1 %63 6.2 %
203042,310 4.0 %42 4.2 %
203196,523 11.3 %118 11.7 %
20323781 1.4 %14 1.4 %
203384,967 8.6 %47 4.6 %
203443,425 5.9 %30 3.0 %
20353640 1.1 %4 0.4 %
203642,298 4.0 %17 1.7 %
203744,048 7.0 %128 12.7 %
203832,897 5.0 %30 3.0 %
2039—— — %— — %
Thereafter (>2039)1347 0.7 %7 0.6 %
Total112$57,775 100 %1,008 100 %
_______________
(1)Calculated using the most recent available lease terms as of March 31, 2024. Includes tenant concessions, such as free rent, as applicable.
14
v3.24.1.1.u2
Cover
May 10, 2024
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date May 10, 2024
Entity Registrant Name American Strategic Investment Co.
Entity Incorporation, State or Country Code MD
Entity File Number 001-39448
Entity Tax Identification Number 46-4380248
Entity Address, Address Line One 222 Bellevue Ave.
Entity Address, City or Town Newport
Entity Address, State or Province RI
Entity Address, Postal Zip Code 02840
City Area Code 212
Local Phone Number 415-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001595527
Amendment Flag false
Class A common stock, $0.01 par value per share  
Entity Listings [Line Items]  
Title of 12(b) Security Class A common stock, $0.01 par value per share
Trading Symbol NYC
Security Exchange Name NYSE
Class A Preferred Stock Purchase Rights  
Entity Listings [Line Items]  
Title of 12(b) Security Class A Preferred Stock Purchase Rights
Security Exchange Name NYSE
No Trading Symbol Flag true
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