NYC American Strategic Investment Co

 

 

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)

 

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. ¨

 

Common Stock [Member]

 

Item 7.01 Regulation FD Disclosure.

 

Earnings Call Script

 

On May 10, 2024, American Strategic Investment Co. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter ended and year ended March 31, 2024. 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 August 8, 2024 by telephone as follows:

 

Toll Free Dial in Number: 1 (800) 770-2030

Toll Dial in Number: 1 (647) 362-9199

Conference ID: 5954637

 

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 Current Report on Form 8-K, including in the information furnished in Exhibit 99.1 hereto, 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 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)

 

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 10, 2024	By:	/s/ Michael Anderson
		Michael Anderson
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

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

 

Executives

 

Michael Anderson - 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 2024 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 Michael Anderson, American Strategic Investment Company's Chief Executive Officer, and Mike 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 2024 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, 2023, filed on April 1, 2024, 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.

 

I will now turn the call over to Michael Anderson, Chief Executive Officer. Please go ahead, Michael.

 

 

Michael Anderson

 

Thanks, Curtis. Good morning and thank you all for joining us. This morning we announced very positive results for the first quarter, including growth in Adjusted EBITDA compared to the first quarter of 2023. We achieved this growth through a reduction in G&A and operating expenses, coupled with our ongoing leasing success. We also delivered a 320 basis point increase in occupancy, to 87.2%, compared to the same quarter in 2023.

 

Additionally, as we previously announced, we have started the process of diversifying the portfolio to better position the company to grow in the future. As part of this broader monetization effort we have started to market for sale our property at 9 Times Square and will shortly begin the same process at 123 William Street and 196 Orchard Street. We believe that this approach will accelerate the evolution of our business.

 

Prior to launching the marketing of 9 Time Square, we extended the maturity of the existing debt at that property to October 2024, with the opportunity to extend through year-end in order to facilitate the sale of the property. If completed, we believe that the strategic disposition of this property, along with 123 William Street and 196 Orchard Street, will meaningfully reduce leverage on our balance sheet and generate significant cash proceeds. We intend to use proceeds from any disposition to diversify our portfolio into higher yielding assets, a strategy we announced last year. We are excited to be moving forward on this initiative and look forward to the opportunities that lie ahead.

 

While we look to the future, we are conscious that we must also maintain focus on our current assets. As of March 31, 2024, our portfolio weighted average remaining lease term was 6.3 years, as over 40% of our leases extend beyond the year 2030 based on Annualized Straight-Line Rent, which we believe enhances the stability of the real estate we own. Of our top 10 tenants, 81% are investment grade or implied investment grade, showing the quality of our tenant roster. These tenants had a remaining lease term of 8.2 years, providing further stability to our portfolio.

 

We believe our continued pro-active asset management approach contributes to the marketability of our $726 million, 1.2 million square foot portfolio of New York City real estate. At the end of the first quarter, our portfolio consisted of seven office and retail assets, all located in New York City, primarily in Manhattan. Our New York City centric portfolio features a number of large, investment grade tenants. We continue to focus our leasing efforts on securing tenants in resilient industries, such as well-capitalized financial service companies and medical institutions. Our core office properties are located in desirable sub-markets with close proximity to major transportation hubs.

 

 

Our first quarter results once again demonstrated the effectiveness of our consistent focus on portfolio management. We believe our longstanding dedication to retaining existing tenants, working to make our properties attractive to new tenants, and managing our expenses have positioned us well to create value for shareholders as we look to sell some of our Manhattan properties, reduce leverage, and seek new higher-yielding investment opportunities.

 

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

 

Mike LeSanto

 

Thank you Michael. First quarter 2024 revenue was relatively flat as we produced $15.5 million in both the first quarter of 2024 and 2023. The company's GAAP net loss attributable to common stockholders was $7.6 million in the first quarter of 2024, compared to a net loss of $11.8 million in the first quarter of 2023, representing a year-over-year improvement of $4.2 million.

 

For the first quarter of 2024, Adjusted EBITDA was $2.9 million compared to $2.5 million in 2023. Cash net operating income increased by $0.1 million, or 1.0%, to over $7.0 million compared to nearly $7.0 million in the first quarter of 2023. The growth was achieved through a reduction in G&A and operating expenses, coupled with our ongoing leasing success.

 

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

 

At quarter end, we had a relatively conservative balance sheet based on our Net Leverage of approximately 47%, a weighted-average interest rate of 4.4%, and 3.4 years of weighted-average debt maturity. Subsequent to quarter end, we announced an amendment to the loan on our property at 9 Times Square. Among other provisions, the amendment extended the maturity date of the loan to October 31, 2024, with the option of an additional extension to January 31, 2025, in order to facilitate efforts to sell the property. As we have previously discussed, all of our debt is fixed-rate or swapped to fixed rate, after we locked in interest rates while they were broadly at historic lows.

 

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

 

Michael Anderson

 

Thanks, Mike, and thank you all for joining us today. The occupancy and Cash NOI growth we accomplished this quarter can be attributed to our ongoing commitment to portfolio management as we begin the divestment process for certain of our assets in Manhattan. The reduction in leverage and significant cash proceeds that these sales are expected to generate, if sales are completed, are expected to fuel the diversification of our portfolio into new and higher-yielding assets. We believe that now is the right time to execute on this strategy and look forward to keeping you updated on our successful execution of this strategy.

 

Operator, please open the lines for questions.

 

 

v3.24.1.1.u2

Cover	May 10, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2024
Entity File Number	001-39448
Entity Registrant Name	American Strategic Investment Co.
Entity Central Index Key	0001595527
Entity Tax Identification Number	46-4380248
Entity Incorporation, State or Country Code	MD
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
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Trading Symbol	NYC
Security Exchange Name	NYSE
Rights [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Preferred Stock Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE

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