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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): November 19, 2025

 

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, including zip code, of Principal Executive Offices)

 
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
Class A Preferred Stock Purchase Rights   true   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 November 19, 2025, American Strategic Investment Co. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter ended September 30, 2025. 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 December 31, 2025 by telephone as follows:

 

Toll Free Dial in Number: 1 (844) 512-2921

Toll Dial in Number: 1 (412) 317-6671

Conference ID: 13754948

 

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. 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 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) 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 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 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, 2024, filed on March 19, 2025 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: November 19, 2025 By: /s/ Michael LeSanto
    Michael LeSanto
    Chief Financial Officer

 

     

 

 

EX-99.1 2 tm2531684d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

American Strategic Investment Co (NYSE: NYC) Third Quarter Earnings Call

 

Executives

 

Nicholas Schorsch, Jr. - President & CEO

Michael LeSanto – CFO

 

Operator

 

Good evening and welcome to the American Strategic Investment Company's third 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. Hello everyone and thank you for joining us for our third quarter 2025 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 Nick 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 third quarter 2025 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, 2024, filed on March 19, 2025, 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 conference 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. Also, during today's call, we will discuss non-GAAP financial measures, which we believe can be useful in evaluating the company's financial 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.

 

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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 and thank you for accommodating the updated timing of today's call. The additional time ensured our newly appointed auditors, as Mike will describe in greater detail, could complete their review of our results. Our third 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. During the quarter, we executed a meaningful lease renewal at 196 Orchard which extended the weighted-average remaining lease term of the portfolio to 6.2 years at quarter end up from 5.9 years at the end of the second quarter of this year. Near-term lease expirations are 8% of Annualized Straight-Line Rent and 56% of our leases now extend beyond 2030, up from 54% last quarter. We believe that this term, coupled with a high-quality tenant base featuring top 10 tenants who are 69% investment grade or implied investment grade, provides significant portfolio stability.

 

We own six properties, with one property, 1140 Avenue of the Americas, expected to be disposed of during the current quarter. Excluding this property, our $390 million, approximately 743 thousand square foot New York City real estate portfolio is located primarily in Manhattan. Our office and retail properties benefit from a strong tenant base that includes large investment-grade firms. By focusing on resilient industries near transit-oriented locations, we believe the portfolio is well positioned for occupancy growth and tenant retention.

 

As a key part of our strategy to unlock value, diversify our holdings, and strengthen our balance sheet, we are also continuing to market 123 William Street and 196 Orchard for sale. Assuming we can sell these properties on favorable terms, upon closing, we expect to use the net proceeds to retire debt and reinvest in higher-yielding assets to enhance our long-term portfolio value.

 

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In September, we entered into an agreement for the strategic disposition of 1140 Avenue of the Americas via a cooperative consensual foreclosure with the lender, which is anticipated to close in the fourth quarter of 2025. Upon completion, this transaction is expected to eliminate a $99 million liability that matures in July 2026.

 

This transaction is consistent with our strategy to proactively manage our balance sheet and allocate capital toward what we believe are the highest returns. In making this decision, we considered the significant ongoing and up-front expenses needed to operate the property, and to retain and attract new tenants, compared to that capital being invested towards other assets in the portfolio.

 

With that, I'll turn it over to Michael LeSanto to go over the third quarter results. Michael?

 

Michael LeSanto

 

Thank you, Nick. Third quarter 2025 revenue was $12.3 million compared to $15.4 million in the third quarter of 2024, principally due to the sale of 9 Times Square in the fourth quarter of 2024. The company's GAAP net gain attributable to common stockholders was $35.8 million in the third quarter of 2025, impacted by a $44.3 million non-cash gain related to the foreclosure at 1140 Avenue of the Americas. This is compared to a net loss of $34.5 million in the third quarter of 2024, which was impacted by an impairment recorded in the quarter related to the sale of 9 Times Square.

 

For the third quarter of 2025, Adjusted EBITDA was $1.9 million, compared to $4.1 million in the third quarter of 2024. Cash net operating income was $5.3 million, compared to $7.0 million in the third quarter of 2024.

 

As always, a reconciliation of GAAP net income to non-GAAP measures can be found in our earnings release and quarterly supplemental on our website.

 

We also proactively and significantly reduced our professional fees, by electing to change our audit partners via the engagement of CBIZ CPAs as our new independent registered public accounting firm for the fiscal year ending December 31, 2025, beginning with the review of our unaudited results for the third quarter of 2025. The decision to change the Company’s independent registered accountants was the result of a competitive bid process as well as the Company’s focus on streamlining its cost structure and reducing its general and administrative expenses, and there was no dispute or conflict with the prior firm.

 

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We look forward to a long and productive relationship with CBIZ CPAs in the future.

 

I'll now turn the call back to Nick for some closing remarks.

 

Nicholas Schorsch, Jr.

 

Thank you, Michael. As we prepare to close out this year, we continue to focus on enhancing operational flexibility through the consensual foreclosure of 1140 Avenue of the Americas and our ongoing efforts to sell 123 William Street and 196 Orchard. We believe these sales will generate cash on the balance sheet that can be deployed into higher-yielding assets, creating future value for the portfolio. Simultaneously, our team is focused on leasing up available space, renewing leases with existing tenants, and maintaining tight controls on expenses across the board.

 

Thank you for joining us today, and we look forward to presenting our full year 2025 results for you in a few months.

 

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