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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file number: 001-39448
Picture1.jpg
American Strategic Investment Co.
(Exact name of registrant as specified in its charter)
Maryland  46-4380248
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)
222 Bellevue Ave., Newport, RI
02840
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (212) 415-6500
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each classTrading 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filer
Non-accelerated filer Smaller reporting company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No
As of May 5, 2025, the registrant had 2,634,078 shares of Class A common stock outstanding.



AMERICAN STRATEGIC INVESTMENT CO.

INDEX TO FINANCIAL STATEMENTS
Page


2


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.

AMERICAN STRATEGIC INVESTMENT CO.

CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
(Unaudited)
March 31,
2025
December 31,
2024
ASSETS 
Real estate investments, at cost:
Land
$129,517 $129,517 
Buildings and improvements
341,386 341,314 
Acquired intangible assets
17,203 19,063 
Total real estate investments, at cost
488,106 489,894 
Less accumulated depreciation and amortization
(92,533)(91,135)
Total real estate investments, net
395,573 398,759 
Cash and cash equivalents7,083 9,776 
Restricted cash8,743 9,159 
Operating lease right-of-use asset
54,458 54,514 
Prepaid expenses and other assets 4,113 5,233 
Straight-line rent receivable22,940 23,060 
Deferred leasing costs, net6,467 6,565 
Total assets
$499,377 $507,066 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Mortgage notes payable, net$347,637 $347,384 
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $267 and $317 at March 31, 2025 and December 31, 2024, respectively)
15,729 15,302 
Operating lease liability54,572 54,592 
Below-market lease liabilities, net992 1,161 
Deferred revenue3,361 3,041 
Total liabilities
422,291 421,480 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at March 31, 2025 and December 31, 2024
  
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,634,355 and 2,634,355 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
27 27 
Additional paid-in capital731,521 731,429 
Accumulated other comprehensive income  
Distributions in excess of accumulated earnings(654,462)(645,870)
Total equity77,086 85,586 
Total liabilities and equity
$499,377 $507,066 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3

AMERICAN STRATEGIC INVESTMENT CO.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except for share and per share data)
(Unaudited)



 Three Months Ended March 31,
20252024
Revenue from tenants$12,308 $15,481 
Operating expenses:  
Asset and property management fees to related parties1,868 1,903 
Property operating8,137 8,382 
Equity-based compensation92 54 
General and administrative3,135 2,801 
Depreciation and amortization3,591 5,261 
Total operating expenses16,823 18,401 
Operating loss(4,515)(2,920)
Other income (expense):
Interest expense(4,083)(4,697)
Other income (expense)6 9 
Total other expense(4,077)(4,688)
Net loss and Net loss attributable to common stockholders$(8,592)$(7,608)
Other comprehensive income (loss):
Change in unrealized (loss) gain on derivative (406)
    Other comprehensive (loss) income  (406)
Comprehensive loss$(8,592)$(8,014)
Weighted-average shares outstanding — Basic and Diluted 2,533,557 2,322,594 
Net loss per share attributable to common stockholders — Basic and Diluted $(3.39)$(3.28)
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4

AMERICAN STRATEGIC INVESTMENT CO.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
(Unaudited)

Three Months Ended March 31, 2025
Class A Common Stock
Number of
Shares
Par ValueAdditional
Paid-in
Capital
Accumulated Other Comprehensive Gain (Loss)Distributions in excess of accumulated earningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
Balance, December 31, 20242,634,355 $27 $731,429 $ $(645,870)$85,586 $ $85,586 
Equity-based compensation92 — — 92 — 92 
Net loss— — — — (8,592)(8,592)— (8,592)
Balance, March 31, 20252,634,355 $27 $731,521 $ $(654,462)$77,086 $ $77,086 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
5

AMERICAN STRATEGIC INVESTMENT CO.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
(Unaudited)

Three Months Ended March 31, 2024
Class A Common Stock
Number of
Shares (1)
Par Value (1)
Additional
Paid-in
Capital (1)
Accumulated Other Comprehensive Gain (Loss)Distributions in excess of accumulated earningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
Balance, December 31, 20232,334,340 $23 $729,644 $406 $(505,279)$224,794 $ $224,794 
Common stock issued to the Advisor70,607 1 532 — — 533 — 533 
Equity-based compensation(953)— 54 — — 54 — 54 
Net loss— — — — (7,608)(7,608)— (7,608)
  Other comprehensive loss— — — (406)— (406)— (406)
Balance, March 31, 20242,403,994 $24 $730,230 $ $(512,887)$217,367 $ $217,367 
________

(1) Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1).

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

6

AMERICAN STRATEGIC INVESTMENT CO.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
20252024
Cash flows from operating activities:  
Net loss$(8,592)$(7,608)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
3,591 5,261 
Amortization of deferred financing costs
253 386 
Accretion of below- and amortization of above-market lease liabilities and assets, net
(124)(55)
Equity-based compensation
92 54 
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) 533 
Changes in assets and liabilities:
Straight-line rent receivable
120 (30)
Straight-line rent payable
27 27 
Prepaid expenses, other assets and deferred costs
857 234 
Accounts payable, accrued expenses and other liabilities
419 2,470 
Deferred revenue
320 383 
Net cash provided by (used in) operating activities(3,037)1,655 
Cash flows from investing activities:
Capital expenditures
(72)(364)
Net cash used in investing activities(72)(364)
Cash flows from financing activities:  
Net cash (used in) provided by financing activities  
Net change in cash, cash equivalents and restricted cash(3,109)1,291 
Cash, cash equivalents and restricted cash, beginning of period18,935 12,808 
Cash, cash equivalents and restricted cash, end of period$15,826 $14,099 
Cash and cash equivalents$7,083 $5,293 
Restricted cash8,743 8,806 
Cash, cash equivalents and restricted cash, end of period$15,826 $14,099 
Supplemental Disclosures:
Cash paid for interest
$3,319 $4,321 
Non-Cash Investing and Financing Activities:
Net change in accrued capital expenditures for the period8 43 
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7)
 533 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)

Note 1 — Organization
American Strategic Investment Co. (including, New York City Operating Partnership L.P., (the “OP”) and its subsidiaries, the “Company”) is an externally managed company that currently owns a portfolio of commercial real estate located within the five boroughs of New York City, primarily Manhattan. The Company’s real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities. As of March 31, 2025, the Company owned six properties consisting of 1.0 million rentable square feet.
Substantially all of the Company’s business is conducted through the OP and its wholly-owned subsidiaries. The Company’s advisor, New York City Advisors, LLC (the “Advisor”), manages the Company’s day-to-day business with the assistance of the Company’s property manager, New York City Properties, LLC (the “Property Manager”). The Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services. Please see Note 9 — Related Party Transactions and Arrangements for additional information on the Company’s Advisor and affiliates of the Advisor, including ownership percentages.
Note 2 — Summary of Significant Accounting Policies
Basis of Accounting
The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. The results of operations for the three months ended March 31, 2025 and 2024, respectively, are not necessarily indicative of the results for the entire year or any subsequent interim period.
These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 19, 2025. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2025.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. Substantially all the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.
8

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Continuing Adverse Impacts Since the COVID-19 Pandemic
The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. New York City, where all of the Company’s properties are located, was among the hardest hit locations in the country and fully reopened from relevant restrictions and lockdowns on March 7, 2022. While the COVID-19 pandemic subsided and the Company’s properties remain accessible to all tenants, some tenants have vacated, terminated or otherwise did not renew their lease. The Company has incurred increased unreimbursed property operating expenses because the Company’s occupancy has not fully recovered to pre-pandemic levels, and these increased expenses have been compounded by inflation. The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenging as leasing and occupancy trends for the broader market have slowed, leading political, community and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates. Some businesses continue to maintain hybrid or all work-from-home arrangements in response to employee desire for more flexibility, which may lead to continued challenges in the commercial real estate market and potentially represents a long-term negative impact on the New York City real estate market. There can be no assurance that the Company will be able to lease all or any portion of the currently vacant space at any property on acceptable or favorable terms, or at all.
Cash Collection and Mortgage Covenant non-compliance
In prior periods, the COVID-19 pandemic caused certain of the Company’s tenants to be unable to make rent payments to the Company timely, or at all. Rent collections from the Company’s tenants have generally been timely in the quarters ended March 31, 2025 and 2024 and no new COVID-19 deferral or abatement agreements were entered into. As of March 31, 2025 and 2024 the occupancy and operating results at (i) 1140 Avenue of Americas, and (ii) 8713 Fifth Avenue have not yet fully recovered, which has caused non-compliance of certain mortgage debt covenants or cash trap or cash sweep events under their non-recourse mortgages in the past several quarters and in the current quarter. In our 400 E. 67th Street property, one major tenant's lease expired and we subsequently entered in to a month to month lease with that tenant. This tenant later vacated the property during the year ended December 31, 2024 after the month to month lease ended. In addition at the Company’s 400 E. 67th Street property, another major tenant is paying through the end of their lease, which is September 2025; however, they moved out of the space in the third quarter of 2024. See Note 4 — Mortgage Notes Payable, Net for further details regarding the status of the debt covenants under the above mentioned mortgages as of March 31, 2025.
Revenue Recognition
The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2025, these leases had a weighted-average remaining lease term of 5.4 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires that the Company record a receivable for, and include in revenue from tenants, unbilled rent receivables that the Company will receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses (recorded in total revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. To the extent such costs exceed the applicable tenant’s base year, many but not all of the Company’s leases require the tenant to pay its allocable share of increases in operating expenses, which may include common area maintenance costs, real estate taxes and insurance. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.
9

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard, the Company is required to assess, based on credit risk, if it is probable that the Company will collect virtually all of the lease payments at the lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it is probable that it will collect virtually all of the lease payments (base rent and additional rent), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and the straight-line rent receivable accrued will be written off, as well as any accounts receivable, where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with current accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable.
In accordance with lease accounting rules the Company records uncollectible amounts as reductions in revenue from tenants. During the three months ended March 31, 2025 and 2024, the Company had no such reductions in revenue which excludes rents from tenants on a cash basis not collected.
Accounting for Leases
Lessor Accounting
In accordance with the lease accounting standard, all leases as lessor prior to adoption were accounted for as operating leases. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases are evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As of March 31, 2025, the Company did not have any leases as a lessor that would be considered as sales-type leases or financing under sales-leaseback rules.
As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.
Lessee Accounting
For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 8 — Commitments and Contingencies.
We are the lessee under a land lease which was previously classified as an operating lease prior to adoption of lease accounting and will continue to be classified as an operating lease under transition elections unless subsequently modified. This lease is reflected on the Company’s consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term.
10

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statements of operations and comprehensive income to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held for use. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net loss because recording an impairment loss results in an immediate negative adjustment to earnings.
Recently Issued Accounting Pronouncements
Not Yet Adopted as of March 31, 2025
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The new standard expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. Public entities must apply the new standard to annual periods beginning after December 15, 2024. The Company will adopt the new guidance in its Annual Report on Form 10-K for the year ended December 31, 2025. The guidance is not expected to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) — Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. Public entities must apply the new standard to annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements and disclosures.
Note 3 — Real Estate Investments
There were no real estate assets acquired or liabilities assumed during the three months ended March 31, 2025 or 2024. Also, there were no dispositions of real estate during the three months ended March 31, 2025 or 2024.
The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangibles and amortization and accretion of above- and below-market lease assets and liabilities, net, for the periods presented:
Three Months Ended March 31,
(In thousands)20252024
In-place leases
$380 $580 
Other intangibles 177 
Total included in depreciation and amortization$380 $757 
Above-market lease intangibles$35 $145 
Below-market lease liabilities
(172)(213)
Total included in revenue from tenants $(137)$(68)
Below-market ground lease, included in property operating expenses$12 $12 
11

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
The following table provides the projected amortization expense and adjustments to revenues for the next five years as of March 31, 2025:
(In thousands)2025 (remainder)20262027202820292030
In-place leases$726 $632 $624 $584 $385 $385 
Total to be included in depreciation and amortization
$726 $632 $624 $584 $385 $385 
Above-market lease assets$88 $117 $117 $112 $85 $85 
Below-market lease liabilities(284)(183)(180)(180)(142)(22)
Total to be included in revenue from tenants$(196)$(66)$(63)$(68)$(57)$63 
Significant Tenants
As of March 31, 2025 and March 31, 2024, there were no tenants whose annualized rental income on a straight-line basis, based on leases commenced, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis.
Assets Held for Use
When circumstances indicate the carrying value of a property classified as held for use may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value.
Impairment Charges
There were no impairment charges recorded during the three months ended March 31, 2025 or 2024.
12

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 4 — Mortgage Notes Payable, Net
The Company’s mortgage notes payable, net as of March 31, 2025 and December 31, 2024 are as follows:
Outstanding Loan Amount
PortfolioEncumbered PropertiesMarch 31,
2025
December 31,
2024
Effective Interest RateInterest RateMaturity
(In thousands)(In thousands)
123 William Street1$140,000 $140,000 4.74 %FixedMar. 2027
1140 Avenue of the Americas (1)(3)
199,000 99,000 4.18 %FixedJul. 2026
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage (1) (4)
250,000 50,000 4.59 %FixedMay 2028
8713 Fifth Avenue (1)
110,000 10,000 5.05 %FixedNov. 2028
196 Orchard Street151,000 51,000 3.85 %FixedAug. 2029
Mortgage notes payable, gross 6350,000 350,000 4.43 %
Less: deferred financing costs, net (2)
(2,363)(2,616)
Mortgage notes payable, net $347,637 $347,384 
_______
(1)These mortgage notes payable are currently either in breach of a debt covenant that may result in further restrictions as specified by the terms of the covenants or a cash sweep event. These covenant breaches or cash sweeps do not result in an event of default. For more information please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below.
(2)Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
(3)The Company was informed by the lender on February 19, 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for failure to make certain scheduled interest payments, and on April 7, 2025 the Company was informed by the lender that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable. The Company is evaluating its options with respect to the property and there can be no assurance as to the resolution of these matters with the lender. For more information, please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below.
(4) The Company was informed by the lender pursuant to letters dated in November 2024, December 2024 and January 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for events that occurred in the third and fourth quarters of 2023, specifically the Company’s failure to establish a cash management account for excess cash sweeps over monthly debt service requirements. The Company has responded to such notices of default, rejecting the assertions made by the lender, and has not received a response or additional notices from the lender. The lender has not accelerated any portion of the loan. For more information, please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below

Collateral and Principal Payments
Real estate assets and intangible assets of $488.1 million, at cost (net of below-market lease liabilities), as of March 31, 2025 have been pledged as collateral to the Company’s mortgage notes payable and are not available to satisfy the Company’s other obligations unless first satisfying the mortgage note payable on the property. The Company is required to make payments of interest on its mortgage notes payable on a monthly basis.
13

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
The following table summarizes the scheduled aggregate principal payments subsequent to March 31, 2025:
(In thousands)Future Minimum Principal Payments
2025 (remainder) (1)
$ 
202699,000 
2027140,000 
202860,000 
202951,000 
2030 
Thereafter 
Total$350,000 
_______
(1) On April 7, 2025, the Company was informed by the lender under the loan secured by the 1140 Avenue of the Americas property that the principal balance due under the loan agreement had been accelerated and all amounts under such loan agreement were due and payable.

Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration
Debt Covenant Non-Compliance
1140 Avenue of the Americas
The Company has breached both a debt service coverage provision and a reserve fund provision under its non-recourse mortgage secured by the 1140 Avenue of the Americas property in each of the last 19 quarters ended March 31, 2025. The principal amount of the loan was $99.0 million as of March 31, 2025. These breaches are not events of default, rather they require excess cash, if any, generated at the property (after paying operating costs, debt service and capital/tenant replacement reserves) to be held in a segregated account as additional collateral under the loan. The covenants for this loan may be cured if the Company satisfies the required debt service coverage ratio for two consecutive quarters, whereupon the additional collateral will be released. The Company can remain subject to this reserve requirement through maturity of the loan without further penalty or ramifications. As of March 31, 2025 and December 31, 2024 the Company had $1.2 million and $1.6 million, respectively, in cash that is retained by the lender and maintained in restricted cash on the Company’s consolidated balance sheet as of those dates. In addition, the debt service payment for the month of April under this non-recourse mortgage was not made in full by the rental income from the property collected in the cash management accounts under control of the lender.
On April 7, 2025, the lender notified the Company that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable as a result of a default described in a notice from the lender to the Company on February 19, 2025. For additional information with respect to such notices and the Company’s response thereto, see “—Notices of Default and Notice of Acceleration” below.
8713 Fifth Avenue
The Company has breached a debt service coverage ratio covenant under the non-recourse mortgage secured by 8713 Fifth Avenue in each of the last 19 quarters ended March 31, 2025. The principal amount for the loan was $10.0 million as of March 31, 2025. The breach of this covenant did not result in an event of default but rather triggered an excess cash flow sweep period that has been ongoing. The excess cash flow sweep period will continue until the covenant breaches are cured in accordance with the terms of the loan agreement. This property has not generated any excess cash since the breach occurred, and thus no cash has ever been trapped related to this property.
Additionally, in the event that the debt service coverage ratio covenant remains in breach at or below the current level for two consecutive calendar quarters and the lender reasonably determines that such breach is due to the property being imprudently managed by the current manager, the lender has the right, but not the obligation, to require that the Company replace the current manager with a third party manager chosen by the Company. The Company has remained in breach for three consecutive quarters as of March 31, 2025, although, the lender has not exercised their right to replace the current manager.
14

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Cash Sweep Events
400 E. 67th Street/200 Riverside Blvd.
The Company entered a lease sweep period under the non-recourse mortgage secured by 400 E. 67th Street/200 Riverside Blvd. in the year ended December 31, 2024, resulting from a near-maturity lease with a major tenant at the property which expired in the third quarter of 2024. The principal amount for the loan was $50.0 million as of March 31, 2025. Under the loan agreement, a lease sweep period is triggered, when (i) the date that is twelve months prior to the end of the term of the major lease, (ii) the date required by the major tenant to give notice of its exercise of a renewal option, (iii) any major tenant lease is surrendered or terminated prior to the expiration date, (iv) if the major tenant discontinues its operations and the major tenants long term debt is not rated lower than investment grade, (v) any material default under the major tenant’s lease, (vi) any major tenant insolvency proceeding.
Under the lease sweep period, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral. As of March 31, 2025 and December 31, 2024 the Company had $4.4 million and $4.2 million, respectively, in cash swept that is retained by the lender and recorded within restricted cash on the Company’s consolidated balance sheet.
Other Debt Covenants
The Company was in compliance with the remaining covenants under its other mortgage notes payable as of March 31, 2025 and, it continues to monitor compliance with those provisions. If the Company experiences additional lease terminations, due to tenant bankruptcies or otherwise, or tenants placed on a cash basis continue to not pay rent, it is possible that certain of the covenants on other loans may be breached and the Company may also become restricted from accessing excess cash flows from those properties. Similar to the loans discussed above, the Company’s other mortgages also contain cash management provisions that are not considered events of default, and as such, acceleration of principal would only occur upon an event of default.
Notice of Defaults and Notice of Acceleration
1140 Avenue of the Americas
The Company was informed by the lender on February 19, 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for failure to make certain scheduled interest payments. The Company made the payments in question in full on the same day the default notice was received by the Company. The Company believes this was a cure for the event of default.
On April 7, 2025, the Company was informed by the lender that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable, together with interest at the default rate set forth in the loan document, which is a rate annum equal to the lesser of (i) the maximum nonusurious interest rate or (ii) five percent (5%) above the interest rate of 4.109% per annum. Such amounts include, but are not limited to, the $99.0 million principal amount of the mortgage note. The Company is evaluating its options with respect to the property and there can be no assurance as to the resolution of these matters with the lender.
400 E. 67th Street/200 Riverside Boulevard
On November 19, 2024, the lender sent a notice to the Company alleging that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for events that occurred in the third and fourth quarters of 2023, specifically the Company’s failure to establish a cash management account for excess cash sweeps over monthly debt service requirements. The lender had been remitting excess cash on their own accord until the period of cash sweep was put into effect in 2024 as described above. In their notice of default, the lender asserted the Company owes an estimated $1.0 million in excess cash to be deposited into the loan reserve account. The Company responded to the notice of default on February 20, 2025 rejecting the assertions made by the lender, which the Company believes are without merit as a result of the lender's failure to implement a cash management account and the Company’s inability to take such action unilaterally due to the mechanics for receipt of lease payments provided for by the loan agreement. The Company has not received a response or any additional notices from the lender, which has not accelerated any portion of the loan. Beginning in March 2025, the lender has charged default interest to the Company, currently totaling $3.3 million. While the Company cannot predict the ultimate outcome of legal matters, the Company currently believes that it is not probable a liability has been incurred with respect to the alleged defaults and intends to challenge the charge of default interest by the lender.
15

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)




Note 5 — Liquidity Risk
The Company faces significant liquidity constraints due to a combination of factors, including sustained declines in rental income, constrained cash flow from operations, and ongoing debt service obligations. The Company’s portfolio consists primarily of office properties located in Manhattan, which have been adversely impacted by shifts in market demand following the COVID-19 pandemic. While management has successfully executed lease transactions to mitigate vacancy risk, new leases have been executed at market rental rates below prior contractual rates, resulting in decreased revenue compared to historical levels.
Each of the Company’s properties is encumbered by non-recourse mortgage loans. While the Company has no corporate-level revolving credit facility or other committed liquidity sources, it successfully repaid its most imminent debt maturity and has no scheduled other mortgage obligation due until June 2026. However, each loan includes cash management provisions that have resulted in ongoing lender-imposed cash constraints, restricting the Company’s ability to access rental cash flows for general corporate purposes. In addition, the Company has received notices of default with respect to its indebtedness secured by the 400 E. 67th Street/200 Riverside Blvd. properties, and received a notice on April 7, 2025 from the lender with respect to the indebtedness secured by the 1140 Avenue of the Americas property that the outstanding principal balance due under the applicable loan agreement had been accelerated and all amounts under such loan agreement were due and payable. For more information, please see “Note 4. Mortgage Notes Payable—Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section above. These defaults and restrictions, combined with declining rental revenue and increasing accounts payable balances have exacerbated liquidity challenges, and, if not resolved, the notices of default and acceleration of debt described above could have a material adverse effect on the Company’s business.
To address these liquidity constraints, the Company has suspended the corporate dividend, restructured advisory fee arrangements such that the Advisor can be paid with shares in lieu of cash when necessary, and approved a plan to market certain assets for sale to generate liquidity.
While management believes that its current resources and expected cash flows are sufficient to meet its obligations as they become due over the next 12 months, there remains uncertainty regarding the Company’s longer-term liquidity position. If market conditions do not improve, or if the Company is unable to execute on planned liquidity initiatives, it may face challenges in meeting future obligations, which could have a material adverse effect on its business, financial condition, and results of operations.
Management continues to evaluate its strategic alternatives and monitor market conditions closely to ensure the Company maintains sufficient liquidity to operate effectively.
16

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 6 — Fair Value of Financial Instruments
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflects the contractual terms of the instrument, as applicable, including the period to maturity, and may use observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
Financial Instruments That Are Not Reported at Fair Value
The Company is required to disclose at least annually the fair value of financial instruments for which it is practicable to estimate the value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature.
The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor’s experience with similar types of borrowing arrangements.
The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below:
March 31, 2025December 31, 2024
(In thousands)LevelGross Principal BalanceFair Value Gross Principal BalanceFair Value
Mortgage note payable — 1140 Avenue of the Americas (1)
399,000 69,238 99,000 69,238 
Mortgage note payable — 123 William Street
3140,000 134,068 140,000 132,474 
Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage(2)
350,000 31,671 50,000 31,671 
Mortgage note payable — 8713 Fifth Avenue
310,000 9,348 10,000 9,181 
Mortgage note payable — 196 Orchard Street
351,000 45,921 51,000 44,896 
Total $350,000 $290,246 $350,000 $287,460 
___________
(1)The Company recorded an impairment charge of $66.1 million during the year ended December 31, 2023 for its 1140 Avenues of the Americas property. As a result, the Company adjusted the fair value of the property’s mortgage to the current carrying value of the property.
(2)The Company recorded an impairment charge of $25.8 million during the year ended December 31, 2024 for its 400 E. 67th Street property. As a result, the Company adjusted the fair value of the 400 E. 67th Street allocable mortgage balance to the property's current carrying value as of December 31, 2024.
17

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 7 — Stockholders’ Equity
As of March 31, 2025 and December 31, 2024, the Company had 2.6 million and 2.6 million shares of common stock outstanding, respectively, including unvested restricted shares. As of March 31, 2025, all of the Company’s shares of common stock outstanding were Class A common stock, including unvested restricted shares.
Class A Common Stock Issued to the Advisor In Lieu of Cash
Pursuant to the terms of the Advisory Agreement, as amended, and the Property Management Agreement, as amended, the Advisor may elect to receive shares of the Company’s Class A common stock in lieu of cash as payment for the monthly services it provides. For more information on the Advisory Agreement please see Note 9 — Related Party Transactions and Arrangements. There were no shares issued in lieu of cash for asset management and property management services rendered during the three months ended March 31, 2025. For the three months ended March 31, 2024 the Company issued shares in lieu of cash for the asset management and property management fees for a total expense of $0.5 million, respectively.
The following table shows the shares issued in relation to the advisory and property management agreements as of March 31, 2025 and 2024:
Period of IssuanceRecipientAgreementShares IssuedClosing Share Price
March 2024The AdvisorAdvisory Agreement70,607$7.54
Stockholder Rights Plan
In May 2020, the Company announced that its board of directors had approved a stockholder rights plan, but did not take actions to declare a dividend for the plan to become effective. In August 2020, in connection with the listing of the Company’s shares on the NYSE and the related bifurcation of common stock into Class A and Class B common stock, the Company entered into an amended and restated rights agreement, which amended and restated the stockholders rights plan approved in May 2020 and declared a dividend payable in August 2020, of one Class A right for and on each share of Class A common stock and one Class B right for and on each share of Class B common stock, in each case, outstanding on the close of business on August 28, 2020 to the stockholders of record on that date. Each right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of the Company at a price of $55.00 per one one-thousandth of a share of Series A Preferred Stock, represented by a right, subject to adjustment. The expiration date of these rights has subsequently been extended to August 18, 2025.
Distribution Reinvestment Plan
An amendment and restatement of the distribution reinvestment plan (the “A&R DRIP”) in connection with the listing of the Company’s shares on the NYSE became effective on August 28, 2020. The A&R DRIP allows stockholders who have elected to participate to have dividends paid with respect to all or a portion of their shares of Class A common stock and Class B common stock reinvested in additional shares of Class A common stock. Shares received by participants in the A&R DRIP will represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on the NYSE on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with proceeds from reinvested dividends to participants for the related quarter, less a per share processing fee.
Shares issued by the Company pursuant to the A&R DRIP, if any, would be recorded within stockholders’ equity in the consolidated balance sheets in the period dividends or other distributions are declared. During the three months ended March 31, 2025 and year ended December 31, 2024, any DRIP transactions were settled through open market transactions and no shares were issued by the Company.
Note 8 — Commitments and Contingencies
Lessee Arrangement - Ground Lease
The Company entered into a ground lease agreement in 2016 related to the acquisition of 1140 Avenue of the Americas under a leasehold interest arrangement and recorded an ROU asset and lease liability related to this lease upon adoption of ASU 2016-02 during the year ended December 31, 2019. The ground lease is considered an operating lease. In computing the lease liabilities, the Company discounts future lease payments at an estimated incremental borrowing rate at adoption or acquisition if later. The term of the Company’s ground lease is significantly longer than the term of borrowings available to the Company on a fully-collateralized basis. The Company’s estimate of the incremental borrowing rate required significant judgment.
18

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
As of March 31, 2025, the Company’s ground lease has a remaining lease term of 41.8 years and a discount rate of 8.6%. As of March 31, 2025, the Company’s balance sheet includes an ROU asset and liability of $54.5 million and $54.6 million, respectively, which are included in operating lease right-of-use asset and operating lease liability, respectively, on the consolidated balance sheet. For both the three months ended March 31, 2025, and 2024 the Company paid cash of $1.2 million for amounts included in the measurement of lease liabilities and recorded expense of $1.2 million on a straight-line basis in accordance with the standard.
The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss. The Company did not enter into any additional ground leases as lessee during the three months ended March 31, 2025 and 2024.
The following table reflects the ground lease rent payments due from the Company and a reconciliation to the net present value of those payments as of March 31, 2025:
(In thousands)Future Base Rent Payments
2025 (remainder)$3,560 
20264,746 
20274,746 
20284,746 
20294,746 
Thereafter183,516 
Total lease payments206,060 
Less: Effects of discounting(151,488)
Total present value of lease payments$54,572 
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or know to be contemplated against the Company as of March 31, 2025.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of March 31, 2025, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.
Note 9 — Related Party Transactions and Arrangements
As of March 31, 2025 and December 31, 2024, entities wholly owned by AR Global owned 536,252 and 536,252 shares, respectively, of the Company’s outstanding Class A common stock. As of March 31, 2025 and December 31, 2024, Bellevue owned approximately 56.8% and 54.4% of outstanding shares of the Company, respectively, which includes shares owned by AR Global.
Fees and Participations Incurred in Connection with the Operations of the Company
Summary of Advisory Agreement
Pursuant to the advisory agreement with the Advisor (as amended and restated from time to time, the “Advisory Agreement”), the Advisor manages the Company’s day-to-day operations. The initial term of the Advisory Agreement ends in July 2030 and will automatically renew for successive five-year terms unless either party gives written notice of its election not to renew at least 180 days prior to the then-applicable expiration date. The Company may only elect not to renew the Advisory Agreement on this basis with the prior approval of at least two-thirds of the Company’s independent directors, and no change of control fee (as defined in the Advisory Agreement) is payable if the Company makes this election.
19

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Asset Management Fees and Variable Management/Incentive Fees
Overview
The Company pays the Advisor a base asset management fee on the first business day of each month equal to (x) $0.5 million plus (y) a variable amount equal to (a) 1.25% of the equity proceeds received after November 16, 2018, divided by (b) 12. The base asset management fee is payable in cash, shares of common stock, units of limited partnership interest in the OP, or a combination thereof, at the Advisor’s election. The Advisor elected to receive shares of Class A common stock in lieu of cash for the base management fee in each of the months of August, September, October, November, and December 2022, as well as in the months of January 2023, March 2024 and May 2024 (see Note 7 — Stockholders’ Equity). Equity proceeds are defined as, with respect to any period, cumulative net proceeds of all common and preferred equity and equity-linked securities issued by the Company and its subsidiaries during the period, including: (i) any equity issued in exchange or conversion of exchangeable notes based on the stock price at the date of issuance and convertible equity; (ii) any other issuances of equity, including but not limited to units in the OP (excluding equity-based compensation but including issuances related to an acquisition, investment, joint-venture or partnership); and (iii) effective following the time the Company commences paying a dividend of at least $0.05 per share per annum to its stockholders, (which occurred in October 2020), any cumulative Core Earnings (as defined in the Advisory Agreement) in excess of cumulative distributions paid on the Company’s common stock since November 16, 2018, the effective date of the most recent amendment and restatement of the Advisory Agreement.
The Advisory Agreement also entitles the Advisor to an incentive variable management fee. In August 2020, the Company entered into an amendment to the Advisory Agreement to adjust the quarterly thresholds of Core Earnings Per Adjusted Share (as defined in the Advisory Agreement) the Company must reach on a quarterly basis for the Advisor to receive the variable management fee to reflect the Reverse Stock Split. Prior to this amendment, the variable management fee was equal to (i) the product of (a) the diluted weighted-average outstanding shares of common stock for the calendar quarter (excluding any equity-based awards that are subject to performance metrics that are not currently achieved) multiplied by (b) 15.0% multiplied by (c) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.1458 (before any adjustment for the Reverse Stock Split), plus (ii) the product of (x) the diluted weighted-average outstanding shares of common stock for the calendar quarter (excluding any equity-based awards that are subject to performance metrics that are not currently achieved) multiplied by (y) 10.0% multiplied by (z) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.1944 (before any adjustment for the Reverse Stock Split). The variable management fee is payable quarterly in arrears in cash, shares of common stock, units of limited partnership interest in the OP or a combination thereof, at the Advisor’s election. No incentive variable management fees were earned during the three months ended March 31, 2025 or 2024.
Management Fee Expense
The Company recorded expense of $1.5 million for the three months ended March 31, 2025 and $1.5 million for base asset management fees during the three months ended March 31, 2024. There were no variable management fees incurred in either of these periods. The management fees for the three months ended March 31, 2024 were paid partially with cash and partly with shares of the Company’s Class A common stock. The Advisor may elect to but is not obligated to accept shares in lieu of cash for these management fees and makes this election on a monthly basis.
The base asset management fees for the three months ended March 31, 2025 were paid in cash and the monthly management fee paid in shares during the three months ended March 31, 2024 are discussed in Note 7 — Stockholders’ Equity — Class A Common Stock Issued to the Advisor In Lieu of Cash.
Property Management Fees
Pursuant to the Property Management and Leasing Agreement (the “PMA”), as most recently amended on March 29, 2024 except in certain cases where the Company contracts with a third party, the Company pays the Property Manager a property management fee equal to: (i) for non-hotel properties, 3.25% of gross revenues from the properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. The term of the PMA is coterminous with the term of the Advisory Agreement.
20

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Pursuant to the PMA, the Company reimburses the Property Manager for property-level expenses. These reimbursements are not limited in amount and may include reasonable salaries, bonuses, and benefits of individuals employed by the Property Manager, except for the salaries, bonuses, and benefits of individuals who also serve as one of the Company’s executive officers or as an executive officer of the Property Manager or any of its affiliates. The Property Manager may also subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services.
On April 13, 2018, in connection with the loan for its 400 E. 67th Street - Laurel Condominium and 200 Riverside Boulevard properties, the Company entered into a new property management agreement with the Property Manager (the “April 2018 PMA”) to manage the properties secured by the loan. With respect to these properties, the substantive terms of the April 2018 PMA are identical to the terms of the PMA, except that the property management fee for non-hotel properties is 4.0% of gross revenues from the properties managed, plus market-based leasing commissions. The April 2018 PMA has an initial term of one year that is automatically extended for an unlimited number of successive one-year terms at the end of each year unless any party gives 60 days’ written notice to the other parties of its intention to terminate.
In March 2024, the Company and the Property Manager amended the PMA to allow the Property Manager to elect to receive Class A Units or shares of the Company’s common stock in lieu of cash for all fees payable to the Property Manager.
The Company incurred approximately $0.4 million in property management fees during the three months ended March 31, 2025 and $0.4 million in property management fees during the three months ended March 31, 2024. These property management fees were paid in cash.
Professional Fees and Other Reimbursements
The Company pays directly or reimburses the Advisor monthly in arrears, for all the expenses paid or incurred by the Advisor or its affiliates in connection with the services it provides to the Company under the Advisory Agreement, subject to the following limitations:
(a) With respect to administrative and overhead expenses of the Advisor, including administrative and overhead expenses of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services but not including their salaries, wages, and benefits, these costs may not exceed in any fiscal year,
(i) $0.4 million, or
(ii) if the Asset Cost (as defined in the Advisory Agreement) as of the last day of the fiscal quarter immediately preceding the month is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal quarter multiplied by (y) 0.10%.
(b) With respect to the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services (including the Company’s executive officers), these amounts must be comparable to market rates and reimbursements may not exceed, in any fiscal year,
(i) $3.0 million ($2.6 million before the three months ended March 31, 2024), or
(ii) if the Asset Cost as of the last day of the fiscal year is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal year multiplied by (y) 0.30%.
Professional fees and other reimbursement include reimbursements to the Advisor for administrative, overhead and personnel services, which are subject to the limits noted above, as well as costs associated with directors and officers insurance which are not subject to those limits.
Professional fees and other reimbursements for the three months ended March 31, 2025 were $1.6 million. The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the three months ended March 31, 2025 were $1.6 million ($1.1 million were for salaries, wages, and benefits and $0.6 million related to administrative and overhead expenses).
Professional fees and other reimbursements for the three months ended March 31, 2024 were $1.4 million. The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the three months ended March 31, 2024 was $1.2 million ($0.9 million were for salaries, wages, and benefits and $0.3 million related to administrative and overhead expenses).
21

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
In March 2024, the Company and the Advisor amended the Advisory Agreement to increase the limit of incurred costs from the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services (including the Company’s executive officers) from $2.6 million to $3.0 million, and to allow the Advisor to elect to receive any expense reimbursement amounts pursuant to the Advisory Agreement in cash, OP Units, shares of the Company’s common stock, or any combination thereof. The Company paid its professional fees to the Advisor with cash during the three months ended March 31, 2025 and 2024 except such periods as discussed in Note 7 — Stockholders’ Equity — Class A Common Stock Issued to the Advisor In Lieu of Cash.
Summary of Fees, Expenses and Related Payables
The following table details amounts incurred in connection with the Company’s operations-related services described above as of and for the periods presented:
Three Months Ended March 31,Payable (receivable) as of
(In thousands)20252024March 31, 2025December 31, 2024
Ongoing fees: 
Asset and property management fees to related parties (1)
$1,868 $1,903 $267 $317 
Professional fees and other reimbursements (2)
1,634 1,392   
Total related party operation fees and reimbursements
$3,502 $3,295 $267 $317 
________
(1)During the three months ended March 31, 2025 and 2024, approximately $0.0 million and $0.5 million, respectively, of this expense was for the asset and property management fees paid in shares of the Company’s Class A common stock (see above) in lieu of cash.
(2)Amounts for the three months ended March 31, 2025 and 2024 are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss.
Termination Fees Payable to the Advisor
The Advisory Agreement requires the Company to pay a termination fee to the Advisor in the event the Advisory Agreement is terminated prior to the expiration of the initial term in certain limited scenarios. The termination fee will be payable to the Advisor if either the Company or the Advisor exercises the right to terminate the Advisory Agreement in connection with the consummation of the first change of control (as defined in the Advisory Agreement). The termination fee is equal to $15 million plus an amount equal to the product of: (i) three (if the termination was effective on or prior to June 30, 2020) or (ii) four (if the termination is effective after June 30, 2020), multiplied by applicable Subject Fees (defined below).
The “Subject Fees” are equal to the product of 12 and the actual base management fee for the month immediately prior to the month in which the Advisory Agreement is terminated, plus the product of four and the actual variable management fee for the quarter immediately prior to the quarter in which the Advisory Agreement is terminated, plus without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity issued by the Company and its subsidiaries in respect of the fiscal quarter immediately prior to the fiscal quarter in which the Advisory Agreement is terminated.
In connection with the termination or expiration of the Advisory Agreement, the Advisor will be entitled to receive (in addition to any termination fee) all amounts then accrued and owing to the Advisor, including an amount equal to then-present fair market value of its shares of the Company’s Class A common stock and interest in the OP.
Note 10 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
22

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 11 — Equity-Based Compensation
Equity Plans
Restricted Share Plan
Prior to the Company listing its shares on the NYSE, the Company had an employee and director incentive restricted share plan (as amended, the “RSP”). The RSP provided for the automatic grant of the number of restricted shares equal to $30,000 divided by the then-current Estimated Per-Share NAV, which were made without any further approval by the Company’s board of directors or the stockholders, after initial election to the board of directors and after each annual stockholder meeting, with such restricted shares vesting annually over a five-year period following the grant date in increments of 20.0% per annum. The RSP also provided the Company with the ability to grant awards of restricted shares to the Company’s board of directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company.
2020 Equity Plan
Effective at the time of the listing, the Company’s independent directors approved an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2020 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Awards under the Individual Plan are open to the Company’s directors, officers and employees (if the Company ever has employees), employees, officers and directors of the Advisor and as a general matter, employees of affiliates of the Advisor that provide services to the Company. Awards under the Advisor Plan may only be granted to the Advisor and its affiliates (including any person to whom the Advisor subcontracts substantially all of responsibility for directing or performing the day-to-day business affairs of the Company).
The 2020 Equity Plan succeeded and replaced the then existing RSP. Following the effectiveness of the 2020 Equity Plan at the listing of its shares on the NYSE, no further awards have been or will be granted under the RSP; provided, however, any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, will remain in effect in accordance with their terms and the terms of the RSP, until all those awards are exercised, settled, forfeited, canceled, expired or otherwise terminated. The Company accounts for forfeitures when they occur. While the RSP provided only for awards of restricted shares, the 2020 Equity Plan has been expanded to also permit awards of restricted stock units, stock options, stock appreciation rights, stock awards, LTIP Units and other equity awards. In addition, the 2020 Equity Plan eliminates the “automatic grant” provisions of the RSP that dictated the terms and amount of the annual award of restricted shares to independent directors. Grants to independent directors are made in accordance with the Company’s new director compensation program, as described below under “—Director Compensation.” The 2020 Equity Plan has a term of 10 years, expiring August 18, 2030. The number of shares of the Company’s capital stock that may be issued or subject to awards under the 2020 Equity Plan, in the aggregate, is equal to 20.0% of the Company’s outstanding shares of Class A common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa.
Director Compensation
On August 18, 2020 the Company listed its shares of Class A common stock on the NYSE (the “Listing Date”), and effective on that date, the Company’s independent directors approved a change to the Company’s director compensation program. Starting with the annual award of restricted shares made in connection with the Company’s 2021 annual meeting of stockholders, the amount of the annual award was increased from $30,000 to $65,000. No other changes have been made to the Company’s director compensation program.
Restricted Shares
Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares receive cash dividends on the same basis as dividends paid on shares of common stock, if any, prior to the time that the restrictions on the restricted shares have lapsed and thereafter. Any dividends payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.
23

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
In March 2022, the compensation committee delegated authority to the Company’s chief executive officer to award up to 25,000 restricted shares (adjusted for the Reverse Stock Split) to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer, subject to certain limits and restrictions imposed by the compensation committee. The compensation committee remains responsible for approving and administering all grants of awards to the Company’s chief financial officer or any other executive officer of the Company, including any award of restricted shares recommended by the Company’s chief executive officer. No awards under the 2020 Equity Plan may be made pursuant to this delegation of authority to anyone who is also a partner, member or equity owner of the parent of the Advisor. As of March 31, 2025 there have been no shares awarded to anyone who is also a partner, member or equity owner of the parent of the Advisor.
Restricted share awards that have been granted to the Company’s directors provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s voluntary termination or the failure to be re-elected to the Company’s board of directors.
In the quarter ended March 31, 2024, three former employees of the Advisor terminated their employment, and as defined in the award agreement, forfeited a total of 953 restricted shares.
During the quarter ended September 30, 2024, the Company issued 21,216 restricted shares as part of the annual award by the Company to the Company’s board of directors. These restricted shares issued to the board of directors will vest in 20% increments on each of the first five anniversaries of the respective grant dates.
The following table displays restricted share award activity during the three months ended March 31, 2025:
Number of
Restricted Shares
Weighted-Average Issue Price
Unvested, December 31, 2024101,197 $14.19 
Granted  
Vested(408)15.44 
Forfeitures  
Unvested, March 31, 2025
100,789 $14.18 
As of March 31, 2025, the Company had $1.0 million of unrecognized compensation cost related to unvested restricted share awards granted and is expected to be recognized over a weighted-average period of 2.8 years. Restricted share awards are expensed in accordance with the service period required. Compensation expense related to restricted share awards was approximately $0.1 million for each of the three months ended March 31, 2025 and March 31, 2024. Compensation expense related to restricted share awards is recorded as equity-based compensation in the accompanying unaudited consolidated statements of operations and comprehensive loss.
Note 12 — Income Taxes
The Company is subject to U.S. federal, state and local income taxes. For deferred items, the Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. Because of the Company’s recent operating history of taxable losses and the continuing adverse economic impacts since the COVID-19 pandemic on the Company’s results of operations, the Company is not able to conclude that it is more likely than not it will realize the future benefit of its deferred tax assets; thus the Company has provided a 100% valuation allowance as of March 31, 2025 and as of December 31, 2024. If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in its consolidated statements of comprehensive income (loss).
The effective tax rate was zero for the three months ended March 31, 2025 and 2024. The Company expects to have a taxable loss for federal, state and local income taxes for the year ending December 31, 2025. Accordingly, the Company has recorded no income tax expense or benefit (after considering changes in the valuation allowance) for the three months ended March 31, 2025. The Company remains in a net deferred tax asset position with a full valuation allowance as of both March 31, 2025 and December 31, 2024. As of March 31, 2025, the Company had no material uncertain tax positions.
24

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 13 — Net Loss Per Share
The following is a summary of the basic and diluted net loss per share computation for the periods presented:
Three Months Ended March 31,
(In thousands, except share and per share data)20252024
Net loss attributable to common stockholders (in thousands)
$(8,592)$(7,608)
Adjustments to net loss attributable to common stockholders  
Adjusted net loss attributable to common stockholders$(8,592)$(7,608)
Weighted average shares outstanding — Basic and Diluted 2,533,557 2,322,594 
Net loss per share attributable to common stockholders — Basic and Diluted $(3.39)$(3.28)
Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted shares and unearned LTIP Units contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above adjusts net loss to exclude the distributions to the unvested restricted shares. On July 1, 2022, the Company announced that it suspended its policy regarding dividends paid on its Class A common stock, beginning with the dividend that would have been payable for the quarter ended June 30, 2022.
Diluted net loss per share assumes the conversion of all Class A common stock share equivalents into an equivalent number of shares of Class A common stock, unless the effect is anti-dilutive. The Company considers unvested restricted shares, Class A Units and unvested LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented.
Three Months Ended March 31,
20252024
Unvested restricted shares (1)
100,798 35,025 
Total weighted-average anti-dilutive common share equivalents100,798 35,025 
_______
(1)There were 100,789 and 34,837 unvested restricted shares outstanding as of March 31, 2025 and 2024, respectively.
25

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)


Note 14 — Segment Reporting
We are an externally managed company that owns a portfolio of high-quality commercial real estate located within New York City, primarily Manhattan. The Company’s real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities. Our Chief Operating Decision Maker (“CODM”), which is our Chief Executive Officer, does not distinguish or group operations based on geography, size, type or other basis when assessing the financial performance of our properties. Our operating properties have similar economic characteristics and provide similar products and services to consumers. Accordingly, we manage and evaluate our operations as a single reportable segment based on our consolidated financial statements for financial reporting and disclosure purposes.
The CODM is responsible for overseeing our operations and making key strategic decisions, including the allocation of resources, evaluating financial performance, and determining the overall direction of our Company. The CODM receives consolidated financial and operational data to assess performance and make these decisions. Our measure of segment profit or loss is net earnings (loss). The CODM also reviews significant expenses associated with the Company’s single reportable segment which are presented in the Consolidated Statements of Operations.
The CODM reviews net earnings (loss) and the relevant components thereof that are directly reflected on our Consolidated Statements of Operations. The CODM is also regularly provided the reportable segment level asset information, real estate investments, net, which is directly reflected on the Consolidated Balance Sheets. Refer to the descriptions below for further details:
Net earnings (loss): this metric represents the total profit after accounting for all revenues, expenses and other costs. It reflects our overall financial performance and profitability. Net earnings (loss) is used by our CODM to identify underlying trends in the performance of our business and make comparisons with the financial performance of our competitors. Net earnings (loss) are reported in the Consolidated Statement of Operations and Comprehensive Income.
Revenue from tenants: a component of net earnings (loss), this balance represents the total income derived from long-term leases with tenants. It is the primary source of revenue for us and reflects the effectiveness of our real estate portfolio in generating rental income. Revenue from tenants is reported in the Revenue section of the Consolidated Statement of Operations and Comprehensive Income.
Total Operating Expenses: a component of net earnings (loss), operating expenses include all costs related to the maintenance and management of the properties, including property costs and general and administrative expenses. These expenses are critical to maintaining the portfolio’s long-term profitability and are disclosed under the Operating Expenses section of the Consolidated Statement of Operations and Comprehensive Income.
Real Estate Investments, net: this total represents the value of properties that we actively use to generate rental income. It is a core asset-based metric and a key driver of our long-term growth. Managing real estate held for use is essential for value appreciation and strategic portfolio management, which enables us to make informed decisions regarding acquisitions, divestitures, and overall asset allocation to support sustainable growth and are disclosed under the Real Estate section of the Consolidated Balance Sheets.
26

AMERICAN STRATEGIC INVESTMENT CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 15 — Subsequent Events
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements other than the following:
April Debt Service Payments
The debt service payments for the month of April under the non-recourse mortgages secured by the 1140 Avenue of the Americas and 400 E. 67th Street/200 Riverside Blvd. properties were not made in full by the rental income from the applicable property collected in the cash management accounts under control of the applicable lender.
Notice of Acceleration
ARC NYC1140SIXTH, LLC (the “Borrower”), a subsidiary of the Company, and Ladder Capital Finance I LLC and Series TRS of Ladder Capital Finance I LLC, as lenders, entered into the Loan Agreement, dated as of June 15, 2016 (the “Loan Agreement”), related to a loan in the principal amount of $99.0 million (the “Loan”). The Loan is evidenced by various promissory notes (the “Notes” and the holders of the Notes, collectively, the “Lender”) and secured by a non-recourse mortgage on the Company’s 1140 Avenue of the Americas property (the “Property”). The OP serves as a limited guarantor of certain obligations under the Loan.
As disclosed above, on February 19, 2025 the Company received a notice from LNR Partners, LLC, as special service on behalf of the Lender (the “Special Servicer”), that the Company was in default under the Loan Agreement for failure to make certain scheduled interest payments.
On April 7, 2025, the Special Servicer notified the Borrower that, due to its alleged event of default under the Loan Agreement, as a result of the failure to make the payments described above, the Loan had been accelerated, and all amounts under the Loan Agreement were due and payable, together with interest at the default rate set forth in the Loan Agreement, which is a rate annum equal to the lesser of (i) the maximum nonusurious interest rate or (ii) five percent (5%) above the interest rate of 4.109% per annum. Such amounts include, but are not limited to, the $99.0 million principal amount of the Note. The Company is evaluating its options with respect to the Property and there can be no assurance as to the resolution of these matters with the Lender
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements,” as that term is defined under the Private Securites Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements regarding the intent, belief or current expectations of American Strategic Investment Co. (including, as required by context, New York City Operating Partnership, L.P. (the “OP”) and its subsidiaries, “we,” “our” or “us”) and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “potential,” “predicts,” “intends,” “would,” “could,” “should” or similar expressions are intended to identify forward looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those contemplated by such forward-looking statements. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include anticipated benefits of our election to terminate our status as a real estate investment trust; whether we will be able to successfully acquire new assets or businesses; our ability to execute on our business plan and sell certain of our properties on commercially practicable terms, if at all; the risks associated with 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 us, our tenants and the global economy and financial markets; the potential adverse effects on inflationary conditions and higher interest rate environment; economic uncertainties about the ultimate impact of tariffs imposed by, or imposed on, the United States and its trading relationships; the risk that any potential future acquisition or disposition by us is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all; and the risk that we may not meet the listing requirements of the New York Stock Exchange. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 19, 2025 (“the 2024 Annual Report”), this and our other Quarterly Reports on Form 10-Q and our other filings with the.
Overview
We are an externally managed company that owns a portfolio of commercial real estate located within the five boroughs of New York City, primarily Manhattan. Our real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities and parking garages that do not accompany office spaces. As of March 31, 2025, we owned six properties consisting of 1.0 million rentable square feet, acquired for an aggregate purchase price of $621.2 million with an overall occupancy of 82.0%.
Substantially all of our business is conducted through the OP and its wholly owned subsidiaries. New York City Advisors, LLC (our “Advisor”) manages our day-to-day business with the assistance of New York City Properties, LLC (our “Property Manager”). Our Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us. We also reimburse these entities for certain expenses they incur in providing these services to us.
Management Update on the Continuing Adverse Economic Impacts Since the COVID-19 Pandemic
New York City, where all of our properties are located, was among the hardest hit locations in the country and fully reopened from relevant restrictions and lockdowns on March 7, 2022. The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenged as leasing and occupancy trends for the broader market have slowed, leading political, community, and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates.
The adverse economic impacts since the onset of the COVID-19 pandemic have caused us to experience challenges in leasing up available space and maintaining occupancy in our properties. These challenges with leasing activity have negatively impacted, and continue to impact, our results of operations, cash flows, and ability to comply with certain mortgage debt covenants. For additional information on our leasing activity for the three months ended March 31, 2025 and 2024, please see Results of Operations — Leasing Activity below.
28

As of March 31, 2025 two of our mortgages aggregating $149.0 million are in default and three of our mortgages aggregating $159.0 million in principal amount remained in a cash trap events, as described in detail further below in the Liquidity and Capital Resources section.
Our portfolio is primarily comprised of office and retail tenants. We have collected 99% of cash rent due across our entire portfolio for the three months ended March 31, 2025 (based on annualized straight-line rent as of March 31, 2025). We expect our cash rent collections will stay at that level, however there can be no assurance that we will be able to collect cash rent due in the future.
Significant Accounting Estimates and Critical Accounting Policies
For a discussion about our significant accounting estimates and critical accounting policies, see the “Significant Accounting Estimates and Critical Accounting Policies” section of our 2024 Annual Report. Except for those required by new accounting pronouncements discussed below, there have been no material changes from these significant accounting estimates and critical accounting policies.
Recently Issued Accounting Pronouncements
See Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.
Properties
The following table presents certain information about the investment properties we owned as of March 31, 2025:
PortfolioAcquisition DateNumber of PropertiesRentable Square FeetOccupancy
Remaining Lease Term (1)
400 E. 67th Street - Laurel Condominium(2)
Sept. 2014158,750 44.3 %6.4
200 Riverside Boulevard - ICON GarageSept. 2014161,475 100.0 %12.3
123 William StreetMar. 20151544,610 84.4 %3.4
1140 Avenue of the AmericasJun. 20161245,821 74.1 %5.7
8713 Fifth AvenueOct. 2018117,500 100.0 %9.6
196 Orchard StreetJul. 2019160,297 100.0 %8.9
Total portfolio6988,453 82.0 %5.4
______
(1)Calculated on a weighted-average basis as of March 31, 2025, as applicable.
(2)During the quarter ended September 30, 2024, we had a tenant vacate its current space, however, per their agreement with us, the tenant is required to pay rent for the remainder of the term of their existing lease, which is set to expire in the third quarter of 2025.

29

Results of Operations
Leasing Activity for the Three Months Ended March 31, 2025
The following table is a summary of our quarterly leasing activity during the three months ended March 31, 2025:
Q1 2025
Leasing activity:
New leases:
New leases commenced
Total square feet leased11,521 
Annualized straight-line rent per square foot (1)
$9.5 
Weighted-average lease term (years) (2)
0.1 
Terminated or expired leases:
Number of leases terminated or expired— 
Square feet— 
Annualized straight-line rent per square foot (1)
$— 
______
(1)Represents the GAAP basis annualized straight-line rent that is recognized over the term on the respective leases, which includes free rent, periodic rent increases, and excludes recoveries.
(2)The weighted-average remaining lease term (years) is based on annualized straight-line rent.
Leasing Activity for the Three Months Ended March 31, 2024
The following table is a summary of our quarterly leasing activity during the three months ended March 31, 2024:
Q1 2024
Leasing Activity:
New Leases:
New leases commenced
Total square feet leased8,122 
Annualized straight-line rent per square foot (1)
$22.16 
Weighted-average lease term (years) (2)
1.2 
Terminated or Expired Leases:
Number of leases terminated or expired— 
Total square feet terminated or expired— 
Annualized straight-line rent per square foot (1)
$— 
______
(1)Represents the GAAP basis annualized straight-line rent that is recognized over the term on the respective leases, which includes free rent, periodic rent increases, and excludes recoveries.
(2)The weighted-average remaining lease term (years) is based on annualized straight-line rent.
Our total overall portfolio occupancy decreased as of March 31, 2025 to 82.0% from a total portfolio occupancy of 87.2% as of March 31, 2024 from the following:
Occupancy at 1140 Avenue of the Americas remained consistent at 74.1% for the period ended March 31, 2025 as compared to 77.1% for period ended March 31, 2024.
Occupancy at 400 E. 67th Street was at 44.3% for the period ended March 31, 2025 as compared to 100% for the period ended March 31, 2024. During the quarter ended September 30, 2024, a tenant located at our 400 E. 67th Street vacated its current space, however, per their agreement with us, the tenant is required to pay rent for the remainder of term of their existing lease which is set to expire in the third quarter of 2025.
30

Occupancy at our property located at 200 Riverside remained the same at 100% for the period ended March 31, 2025 and 2024.
Occupancy at our property located at 196 Orchard Street remained the same at 100% for the period ended March 31, 2025 and 2024.
Occupancy at 8713 Fifth Avenue increased as of March 31, 2025 to 100.0% compared to 88.6% as of March 31, 2024. The increase in occupancy was due to an expansion of an existing lease.
Occupancy at 123 William Street decreased to 84.4% as of March 31, 2025 compared to 92.5% as of March 31, 2024. The decrease in occupancy was due to a lease amendment and a tenant occupying less space and an early termination with a tenant during the quarter ended September 30, 2024.
We continue to focus on increasing occupancy of the portfolio by seeking new and replacement tenants for leases that expired or otherwise have been terminated. We believe that certain market tenant incentives we have used and expect to continue to use, including free rent periods and tenant improvements, will support our occupancy rate and extend the average duration of our leases upon commencement of executed leases. These incentives have delayed, and may delay or reduce cash flow in the future for some period. Our ability to generate net cash from our property operations depends, in part on the amount of additional cash we can generate through new or renewal leases, which is not assured, and on our ability to access any excess cash we are able to generate from properties that are encumbered by mortgages where a cash trap event has occurred (see below for more details), which also is not assured.
Comparison of Three Months Ended March 31, 2025 and 2024
As of March 31, 2025, we owned six properties, all of which were acquired prior to January 1, 2024. Our results of operations for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 primarily reflect changes due to leasing activity and occupancy.
Net Loss Attributable to Common Stockholders
Net loss attributable to common stockholders was $8.6 million for the quarter ended March 31, 2025, as compared to $7.6 million for the quarter ended March 31, 2024. The change in net loss income attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.
Quarter Ended March 31,Increase
(Decrease)
(in thousands)20252024$
Revenue from tenants$12,308 $15,481 $(3,173)
Operating expenses:
Asset and property management fees to related parties
1,868 1,903 (35)
Property operating8,137 8,382 (245)
Impairment of real estate investments— — — 
Equity-based compensation92 54 38 
General and administrative3,135 2,801 334 
Depreciation and amortization3,591 5,261 (1,670)
Total operating expenses
16,823 18,401 (1,578)
Operating loss
(4,515)(2,920)(1,595)
Other income (expenses):
Interest expense(4,083)(4,697)614 
Other income(3)
Total other expenses
(4,077)(4,688)611 
Net loss before income taxes(8,592)(7,608)(984)
Income tax expense— — — 
Net loss and Net loss attributable to common shareholders$(8,592)$(7,608)$(984)
31

Revenue from Tenants
Revenue from tenants decreased to $12.3 million for the three months ended March 31, 2025 as compared to $15.5 million for the three months ended March 31, 2024 primarily due to the sale of 9 Times Square during the three months ended December 31, 2024, resulting in a $3.2 million decrease in revenue from tenants.
Asset and Property Management Fees to Related Parties
We incurred $1.9 million and $1.9 million in fees for asset and property management services paid to our Advisor and Property Manager for the three months ended March 31, 2025 and 2024, respectively. See Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q for more information on fees incurred from our Advisor and Property Manager.
Property Operating Expenses
Property operating expenses decreased to $8.1 million for the three months ended March 31, 2025 as compared to $8.4 million for the three months ended March 31, 2024. The decrease in expenses is primarily related to the sale of 9 Times Square during the three months ended December 31, 2024.
Equity-Based Compensation
Equity-based compensation remained consistent at $0.1 million for the three months ended March 31, 2025 as compared to $0.1 million for the three months ended March 31, 2024. These amounts are comprised of restricted share amortization expense.
General and Administrative Expenses
General and administrative expenses increased to $3.1 million for the three months ended March 31, 2025 from $2.8 million for three months ended March 31, 2024. The increase in general and administrative expenses was primarily attributable to higher legal and external audit fees of approximately $0.5 million.
Total reimbursement expenses for administrative and personnel services provided by the Advisor, were $1.6 million during the three months ended March 31, 2025 and $1.2 million, during the three months ended March 31, 2024.
Pursuant to our Advisory Agreement, reimbursement for administrative and overhead expenses and reimbursements for salaries, wages, and benefits are subject to annual limits of $3.0 million ($2.6 million before the three months ended March 31, 2024) related to salaries, wages, and benefits and $0.4 million related to administrative and overhead expenses. See Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements included in this Quarterly Report on Form 10-Q for further details.
Depreciation and Amortization
Depreciation and amortization expense decreased to $3.6 million for the three months ended March 31, 2025 as compared to $5.3 million for the three months ended March 31, 2024. The decrease was primarily due to a lower depreciable asset base between periods primarily relating to the sale of our 9 Times Square property in the fourth quarter of 2024. For more information, please see our 2024 Annual Report.
Interest Expense
Interest expense decreased to $4.1 million for the three months ended March 31, 2025, as compared to $4.7 million for the three months ended March 31, 2024. The decrease in interest expense can primarily be attributed to the sale of 9 Times Square during the three months ended December 31, 2024.
32

Cash Flows from Operating Activities
The following table represents a reconciliation of our net cash provided by (used in) operations from our net loss for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,Increase
20252024(Decrease)
Cash flows from operating activities:
Net loss$(8,592)$(7,608)$(984)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization3,591 5,261 (1,670)
Amortization of deferred financing costs253 386 (133)
Accretion of below- and amortization of above-market lease liabilities and assets, net(124)(55)(69)
Equity-based compensation92 54 38 
Management fees paid/reinvested in common stock by the Advisor— 533 (533)
Changes in assets and liabilities:
Straight-line rent receivable120 (30)150 
Straight-line rent payable27 27 — 
Prepaid expenses, other assets and deferred costs857 234 623 
Accounts payable, accrued expenses and other liabilities419 2,470 (2,051)
Deferred revenue320 383 (63)
Net cash provided by (used in) operating activities(3,037)1,655 $(4,692)
The level of cash flows used in or provided by operating activities is affected by the volume of the restricted cash we are required to maintain, the timing of interest payments, the receipt of scheduled rent payments and the level of property operating expenses.
Cash Flows from Investing Activities
The following table represents a reconciliation of our net cash provided by (used in) investing activities for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,Increase
20252024(Decrease)
Cash flows from investing activities:
Capital expenditures(72)(364)$292 
Net cash provided by (used in) investing activities(72)(364)$292 
Cash Flows from Financing Activities
There was no cash provided by or used in financing activities for the three months ended March 31, 2025 and 2024.
Liquidity and Capital Resources
Our principal demands for cash are to fund operating and administrative expenses, capital expenditures, tenant improvement and leasing commission costs related to our properties, our debt service obligations and, subject to capital availability, acquisitions. We did not make any new acquisitions or investments in the quarter ended March 31, 2025.
Cash, Cash Equivalents and Restricted Cash
As of March 31, 2025 we had cash and cash equivalents of $7.1 million as compared to $9.8 million for the year ended December 31, 2024. Under the guarantee of certain enumerated recourse liabilities of the borrower under one of our mortgage loans, we are required to maintain a minimum net worth in excess of $175.0 million and minimum liquid assets (i.e. cash and cash equivalents) of $10.0 million, which includes cash and cash equivalents and restricted cash, which totaled $15.8 million as of March 31, 2025.
33

We had restricted cash of $8.7 million as of March 31, 2025 as compared to $9.2 million as of December 31, 2024. Our restricted cash balance includes cash sweeps for 1140 Avenue of the Americas of $1.2 million and $1.6 million, and for 400 E 67th Street for $4.4 million and $4.2 million as of March 31, 2025 and December 31, 2024, respectively. The remaining balance of restricted cash is comprised of various escrow accounts and other cash accounts with restricted uses. We are able to use a portion of our restricted cash for certain property operating expenses and capital expenditures. For certain property operating expenses and capital expenditures specifically related to our 1140 Avenue of the Americas property, lender approval is required to use any of the cash that is held in restricted cash accounts resulting from the breach of covenants on the loan secured by that property (see below). As a result, some of the property operating expenses and capital expenditures that will be paid with restricted cash may reside in accounts payable and accrued expenses on our consolidated balance sheet as of March 31, 2025.
Segregated Cash Accounts - Loan Covenant Breaches
The New York City real estate market continues to be challenged as a result of the impacts of the COVID-19 pandemic and the related changing nature of in-office working arrangements, which previously caused, and may in the future cause certain of our tenants to be unable to make rent payments to us timely, or at all, and could continue to have, an adverse effect on the amount of cash we receive from our operations and therefore our ability to fund operating expenses and other capital requirements. Beginning in the third and fourth quarters of 2020, the operating results at some of our properties, including our 1140 Avenue of the Americas and 8713 Fifth Avenue properties, were negatively impacted by the COVID-19 pandemic causing cash trap events under the non-recourse mortgages, where excess operating cash flow from the property, if any, after debt service was held in restricted cash as additional collateral for the loan, for those properties to be triggered. Thus, we were not able to use excess cash flow, if any, from the properties while the cash trap events were active (see below), to fund operating expenses at our other properties and other capital requirements during the quarter ended March 31, 2025.
As of March 31, 2025, we are operating under three cash traps at 1140 Avenue of the Americas, 400 E. 67th Street and 8713 Fifth Avenue, which together, represent 33% of the rentable square feet in our portfolio as of March 31, 2025. As of March 31, 2025 and December 31, 2024, there was $1.2 million and $1.6 million, respectively, of cash maintained in a segregated and restricted cash account resulting from the breach of covenants on the loan secured by our 1140 Avenue of the Americas property. However, our 8713 Fifth Avenue property has not generated excess cash after debt service and as of March 31, 2025 there is no related cash maintained in a segregated and restricted cash account for that property. We may not access the cash from the 1140 Avenue of the Americas property without lender approval unless and until the various breaches have been cured. Excess cash generated by the 1140 Avenue of the Americas property continues to be deposited in a separate cash management account until the borrower under the loan is able to comply with all of the applicable covenants. Additionally, as of March 31, 2025, we are operating under one cash sweep at our 400 E. 67th Street/200 Riverside Blvd. properties. Under these lease sweep periods, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral. This swept cash is classified as restricted cash on our consolidated balance sheet. As of March 31, 2025 we had $4.4 million retained by the lender in a restricted cash account for our 400 E. 67th Street/200 Riverside Blvd. property. For additional information please see Note 4Mortgage Notes Payable, Net to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Financings
We define our leverage as the ratio between our net debt, which is calculated as our gross debt of $350.0 million less cash and cash equivalents of $7.1 million divided by our gross asset value, which is calculated as the carrying value of our total assets of $499.4 million plus our accumulated depreciation and amortization of $92.5 million. As of March 31, 2025, our net debt was $342.9 million, our gross asset value was $591.9 million and our leverage was 57.9%.
As of March 31, 2025 our gross borrowings totaled $350.0 million, which bore interest at a weighted-average annual rate of 4.43% and had a weighted-average maturity of 2.3 years. All of our properties are encumbered under mortgage notes payable, and are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, as applicable, unless the existing indebtedness associated with the property is satisfied.
We do not currently have a commitment for a corporate-level revolving credit facility or any other corporate-level indebtedness, and there can be no assurance we would be able to obtain corporate-level financing on favorable terms, or at all.
Mortgage Notes Payable
We had five mortgage loans secured by our six properties with an aggregate balance of $350.0 million as of March 31, 2025 with a weighted-average effective interest rate of 4.43%. All our mortgage loans bear interest at a fixed rate.
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There are no future scheduled principal payments on our mortgage notes payable for the remainder of 2025. The next future scheduled principal payments on our mortgage notes payable are in July 2026. In October 2024 we exercised the option in the 9 Times Square mortgage note to extend the maturity of this mortgage note payable to January 2025. This loan had a principal balance of $49.5 million at the time. On December 18, 2024, we sold 9 Times Square. For additional information please see Note 3 - Real Estate Investments to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Debt Covenant Non-Compliance
1140 Avenue of the Americas
We have breached both a debt service coverage provision and a reserve fund provision under our non-recourse mortgage secured by the 1140 Avenue of the Americas property in each of the last 19 quarters ended March 31, 2025. The principal amount of the loan was $99.0 million as of March 31, 2025. These breaches are not events of default, rather they require excess cash, if any, generated at the property (after paying operating costs, debt service and capital/tenant replacement reserves) to be held in a segregated account as additional collateral under the loan. The covenants for this loan may be cured if we satisfy the required debt service coverage ratio for two consecutive quarters, whereupon the additional collateral will be released. We can remain subject to this reserve requirement through maturity of the loan without further penalty or ramifications. As of March 31, 2025 and December 31, 2024 we had $1.2 million and $1.6 million in cash that is retained by the lender and maintained in restricted cash on our consolidated balance sheet as of those dates. In addition, the debt service payment for the month of April under this non-recourse mortgage was not made in full by the rental income from the property collected in the cash management accounts under control of the lender.
On April 7, 2025, the lender notified us that that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable as a result of a default described in a notice from the lender to us on February 19, 2025. For additional information with respect to such notices and our response thereto, see “—Notices of Default and Notice of Acceleration” below.
8713 Fifth Avenue
We have breached a debt service coverage ratio covenant under the non-recourse mortgage secured by 8713 Fifth Avenue in each of the last 19 quarters ended March 31, 2025. The principal amount for the loan was $10.0 million as of March 31, 2025. The breach of this covenant did not result in an event of default but rather triggered an excess cash flow sweep period. The excess cash flow sweep period will continue until the covenant breaches are cured in accordance with the terms of the loan agreement. This property has not generated any excess cash since the breach occurred and thus no cash has ever been trapped related to this property.
Additionally, in the event that the debt service coverage ratio covenant remains in breach at or below the current level for two consecutive calendar quarters and the lender reasonably determines that such breach is due to the property being imprudently managed by the current manager, the lender has the right, but not the obligation, to require that we replace the current manager with a third party manager chosen by us.
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Cash Sweep Events
400 E. 67th Street/200 Riverside Blvd.
We entered a lease sweep period under the non-recourse mortgage secured by 400 E. 67th Street/200 Riverside Blvd. in the year ended December 31, 2024, resulting from a near-maturity lease with a major tenant at the property which expired in the third quarter of 2024. The principal amount for the loan was $50.0 million as of March 31, 2025. Under the loan agreement, a lease sweep period is triggered when (i) the date that is twelve months prior to the end of the term of the major lease, (ii) the date required by the major tenant to give notice of its exercise of a renewal option, (iii) any major tenant lease is surrendered or terminated prior to the expiration date, (iv) if the major tenant discontinues its operations and the major tenants long term debt is not rated lower than investment grade, (v) any material default under the major tenant’s lease, (vi) any major tenant insolvency proceeding.
Under the lease sweep period, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral. As of March 31, 2025 we had $4.4 million retained by the lender in a restricted cash account on our consolidated balance sheet. We may exit the lease sweep period when the major tenant executes a renewal or extension option beyond the terms described above.
Other Debt Covenants
We were in compliance with the remaining covenants under our other mortgage notes payable as of March 31, 2025, and we continue to monitor compliance with those provisions. If we experience additional lease terminations, due to tenant bankruptcies or otherwise, or tenants placed on a cash basis revenue recognition continue to not pay rent, it is possible that certain of the covenants on other loans may be breached and we may also become restricted from accessing excess cash flows from those properties. Similar to the loans discussed above, our other mortgages also contain cash management provisions that are not considered events of default, and as such, acceleration of principal would only occur upon an event of default.
Notice of Defaults and Notice of Acceleration
1140 Avenue of the Americas
We were informed by the lender on February 19, 2025 that we were in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for failure to make certain scheduled interest payments. We made the payments in question in full on the same day the default notice was received by us. We believe this is a cure for the event of default. We have received no additional notices from the lender, which has neither charged us any default interest nor accelerated any portion of that debt.
On April 7, 2025, we were informed by the lender that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable, together with interest at the default rate set forth in the loan document which is a rate annum equal to the lesser of (i) the maximum nonusurious interest rate or (ii) five percent (5%) above the interest rate of 4.109% per annum. Such amounts include, but are not limited to, the $99.0 million principal amount of the mortgage note. We are evaluating its options with respect to the property and there can be no assurance as to the resolution of these matters with the lender.
400 E. 67th Street/200 Riverside Boulevard
On November 19, 2024, the lender sent a notice to us alleging that we were in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for events that occurred in the third and fourth quarters of 2023, specifically our failure to establish a cash management account for excess cash sweeps over monthly debt service requirements. The lender had been remitting excess cash on their own accord until the period of cash sweep was put into effect in 2024 as described above. In their notice of default, the lender asserted we owe an estimated $1.0 million in excess cash to be deposited into the loan reserve account. The lender sent additional notices to use on December 16, 2024 and January 31, 2025 reiterating the foregoing assertions. We responded to the notice of default rejecting the assertions made by the lender, which we believe are without merit as a result of the lender's failure to implement a cash management account and our inability to take such action unilaterally due to the mechanics for receipt of lease payments provided for by the loan agreement. We have not received a response or any additional notices from the lender, which has not accelerated any portion of the loan. We have made all other required payments in accordance with the loan agreement. Beginning in March 2025, the lender has charged default interest to us, currently totaling $3.3 million. While we cannot predict the ultimate outcome of legal matters, we currently believe that it is not probable a liability has been incurred with respect to the alleged defaults and intends to challenge the charge of default interest by the lender.
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Dividend Policy
Through the six months ended June 30, 2022, we paid dividends to our common stockholders at our current annual rate of $3.20 per share of Class A common stock (adjusted for the Reverse Stock Split), or $0.80 per share (adjusted for the Reverse Stock Split) on a quarterly basis. The board subsequently decided not to declare any further dividends for the subsequent periods through March 31, 2025. There is no assurance as to when or if the board will declare future dividends or the amount of any future dividends that may be declared.
Capital Expenditures
For the three months ended March 31, 2025, we funded an aggregate of $0.1 million of capital expenditures primarily for tenant and building improvements at 123 William Street and 1140 Avenue of the Americas. We may invest in additional capital expenditures to further enhance the value of our properties. Additionally, many of our lease agreements with tenants include provisions for tenant improvement allowances.
We expect the amount we invest in capital expenditures during the full year ending December 31, 2025, including amounts we expect to fund under new or replacement leases, will be lower when compared to the amount invested during the year ended December 31, 2024. However, this could change if management deems necessary.
Acquisitions and Dispositions
We had no acquisitions or dispositions during the three months ended March 31, 2025 or 2024.
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”) as well as adjusted EBITDA.
EBITDA and adjusted EBITDA are both 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 and adjusted EBITDA 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
We define adjusted EBITDA as net loss excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) impairment charges, (v) interest income and other income or expense, (vi) gains or losses on debt extinguishment, (vii) equity-based compensation expense, (vii) acquisition and transaction costs, (viii) gain or loss on asset sales and (ix) and expenses paid with issuances of our common stock in lieu of cash.
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The below table presents a reconciliation of our EBITDA and our adjusted EBITDA from net loss for the three months ended March 31, 2025 and 2024:
Three Months Ended
(in thousands)March 31, 2025March 31, 2024
Net loss and net loss attributable to common stockholders (in accordance with GAAP)$(8,592)$(7,608)
Interest expense4,083 4,697 
Tax expense (benefit)— — 
Depreciation and amortization3,591 5,261 
EBITDA(918)2,350 
Impairment of real estate investments— — 
Equity-based compensation92 54 
Other income(6)(9)
Management fees paid in common stock to the Advisor in lieu of cash— 533 
Adjusted EBITDA$(832)$2,928 
Previous Election as a REIT 
We elected to be taxed as a REIT, effective commencing with our taxable year ended December 31, 2014. Our board subsequently authorized the termination of our REIT election which became effective on January 1, 2023. We believe that during the taxable year ended December 31, 2014 through December 31, 2022, we were organized and operated in a manner so that we qualified as a REIT. To qualify as a REIT during that period, we were required to distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP) determined without regard for the deduction for dividends paid and excluding net capital gains and comply with several other organizational and operational requirements. As a REIT, we were generally not be subject to U.S. federal corporate income tax on the portion of our REIT taxable income that we distributed to our stockholders. A tax loss for a particular year eliminated the need to distribute REIT taxable income to meet the 90% distribution requirement for that year and minimized or eliminated the need to pay distributions to meet the distribution requirement in one or more subsequent years. We had a loss for tax purposes in the year ending December 31, 2022 and therefore there was no REIT taxable income requiring distribution to maintain our qualification as a REIT for the year ended December 31, 2022.
Inflation
We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. As of March 31, 2025, the increase to the 12-month CPI for all items, as published by the Bureau of Labor Statistics, was 2.4%. To help mitigate the adverse impact of inflation, approximately 82% of our leases with our tenants contain rent escalation provisions which increase the cash rent that is due under these leases over time by an average cumulative increase of 0.4% per year. These provisions generally increase rental rates during the terms of the leases either at fixed rates or other measures. As of March 31, 2025, based on straight-line rent, approximately 82% are fixed rate, scheduled escalation increases recorded on a straight-line basis, and 18% do not contain any escalation provisions.
In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation. Currently, the impact of inflation has had an immaterial impact to operating costs. However, to the extent such costs exceed the tenants base year, certain but not all of our leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation. As the costs of general goods and services continue to rise, we may be adversely impacted by increases in general and administrative costs due to overall inflation.
Related-Party Transactions and Agreements
Please see Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.
38


Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There has been no material change in our exposure to market risk during the three months ended March 31, 2025. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in our 2024 Annual Report.
Item 4. Controls and Procedures.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of March 31, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.
No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
39

PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
As of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to any material pending legal proceedings.
40

Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in Part I, Item 1A. “Risk Factors” of our 2024 Annual Report, as amended and we direct your attention to those risk factors.

41

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchase of Equity Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
The disclosure with respect to the alleged default and purported acceleration of the indebtedness under the loan agreement governing the indebtedness secured by our 1140 Avenue of Americas property set forth in Note 15 — Subsequent Events-Notice of Acceleration to our consolidated financial statements in this Quarterly Report on Form 10-Q is incorporated by reference in this Item 5.
Trading Plans
During the quarter ended March 31, 2025 none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement”, and defined in Item 408 of Regulation S-K.
Item 6. Exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No.  Description
3.1 *
 Composite Articles of Amendment and Restatement
3.2 (1)
Second Amended and Restated Bylaws of American Strategic Investment Co.
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 +
 Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH *Inline XBRL Taxonomy Extension Schema Document.
101.CAL *Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF *Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB *Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE *Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 * Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
_______
*    Filed herewith
+    Furnished herewith
(1)Filed as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2023.
42

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 AMERICAN STRATEGIC INVESTMENT CO.
 By:
/s/ Nicholas S. Schorsch, Jr.
  Nicholas S. Schorsch, Jr.
  Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Michael LeSanto
 Michael LeSanto
 Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Dated: May 9, 2025
43

Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Nicholas S. Schorsch, Jr., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Strategic Investment Co.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated this 9th day of May, 2025
/s/ Nicholas S. Schorsch, Jr.
Nicholas S. Schorsch, Jr.
Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael LeSanto, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Strategic Investment Co.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated this 9th day of May, 2025
/s/ Michael LeSanto
Michael LeSanto
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)






Exhibit 32
SECTION 1350 CERTIFICATIONS
This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
The undersigned, who are the Chief Executive Officer and Chief Financial Officer of American Strategic Investment Co. (the “Company”), each hereby certify as follows:
The Quarterly Report on Form 10-Q of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated this 9th day of May, 2025
/s/ Nicholas S. Schorsch, Jr.
Nicholas S. Schorsch, Jr.
Chief Executive Officer
(Principal Executive Officer)
/s/ Michael LeSanto
Michael LeSanto
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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Cover - shares
3 Months Ended
Mar. 31, 2025
May 05, 2025
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Entity Central Index Key 0001595527  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Common Class A    
Entity Listings [Line Items]    
Title of 12(b) Security Class A common stock, $0.01 par value per share  
Trading Symbol NYC  
Security Exchange Name NYSE  
Preferred Class A    
Entity Listings [Line Items]    
Title of 12(b) Security Class A Preferred Stock Purchase Rights  
Security Exchange Name NYSE  
No Trading Symbol Flag true  
v3.25.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Real estate investments, at cost:    
Land $ 129,517 $ 129,517
Buildings and improvements 341,386 341,314
Acquired intangible assets 17,203 19,063
Total real estate investments, at cost 488,106 489,894
Less accumulated depreciation and amortization (92,533) (91,135)
Total real estate investments, net 395,573 398,759
Cash and cash equivalents 7,083 9,776
Restricted cash 8,743 9,159
Operating lease right-of-use asset 54,458 54,514
Prepaid expenses and other assets 4,113 5,233
Straight-line rent receivable 22,940 23,060
Deferred leasing costs, net 6,467 6,565
Total assets 499,377 507,066
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Mortgage notes payable, net 347,637 347,384
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $267 and $317 at March 31, 2025 and December 31, 2024, respectively) 15,729 15,302
Operating lease liability 54,572 54,592
Below-market lease liabilities, net 992 1,161
Deferred revenue 3,361 3,041
Total liabilities 422,291 421,480
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at March 31, 2025 and December 31, 2024 0 0
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,634,355 and 2,634,355 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 27 27
Additional paid-in capital 731,521 731,429
Accumulated other comprehensive income 0 0
Distributions in excess of accumulated earnings (654,462) (645,870)
Total equity 77,086 85,586
Total liabilities and equity $ 499,377 $ 507,066
v3.25.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Payable (receivable) as of $ 15,729 $ 15,302
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 50,000,000 50,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 300,000,000 300,000,000
Common stock, shares issued (in shares) 2,634,355 2,634,355
Common stock, shares outstanding (in shares) 2,634,355 2,634,355
Related Party    
Payable (receivable) as of $ 267 $ 317
Common stock, shares outstanding (in shares) 536,252 536,252
v3.25.1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Income Statement [Abstract]    
Revenue from tenants $ 12,308,000 $ 15,481,000
Operating expenses:    
Asset and property management fees to related parties 1,868,000 1,903,000
Property operating 8,137,000 8,382,000
Impairments of real estate investments 0 0
Equity-based compensation 92,000 54,000
General and administrative 3,135,000 2,801,000
Depreciation and amortization 3,591,000 5,261,000
Total operating expenses 16,823,000 18,401,000
Operating loss (4,515,000) (2,920,000)
Other income (expense):    
Interest expense (4,083,000) (4,697,000)
Other income (expense) 6,000 9,000
Total other expense (4,077,000) (4,688,000)
Net loss and Net loss attributable to common stockholders (8,592,000) (7,608,000)
Other comprehensive income (loss):    
Change in unrealized (loss) gain on derivative 0 (406,000)
Other comprehensive (loss) income 0 (406,000)
Comprehensive loss $ (8,592,000) $ (8,014,000)
Weighted-average shares outstanding — Basic (in shares) 2,533,557 2,322,594
Weighted-average shares outstanding — Diluted (in shares) 2,533,557 2,322,594
Net loss per share attributable to common stockholders - Basic (in dollars per share) $ (3.39) $ (3.28)
Net loss per share attributable to common stockholders - Diluted (in dollars per share) $ (3.39) $ (3.28)
v3.25.1
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)
$ in Thousands
Total
Total Stockholders’ Equity
Common Stock
Common Stock
Class A Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Gain (Loss)
Distributions in excess of accumulated earnings
Non-controlling Interests
Beginning balance (in shares) at Dec. 31, 2023 [1]     2,334,340          
Beginning balance at Dec. 31, 2023 $ 224,794 $ 224,794 $ 23 [1]   $ 729,644 [1] $ 406 $ (505,279) $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Common stock issued to the Advisor (in shares) [1]     70,607          
Common stock issued to the Advisor 533 533 $ 1 [1]   532 [1]      
Equity-based compensation (in shares) [1]     (953)          
Equity-based compensation 54 54     54 [1]      
Net loss (7,608) (7,608)         (7,608)  
Other comprehensive loss (406) (406)       (406)    
Ending balance (in shares) at Mar. 31, 2024 [1]     2,403,994          
Ending balance at Mar. 31, 2024 $ 217,367 217,367 $ 24 [1]   730,230 [1] 0 (512,887) 0
Beginning balance (in shares) at Dec. 31, 2024 2,634,355     2,634,355        
Beginning balance at Dec. 31, 2024 $ 85,586 85,586   $ 27 731,429 0 (645,870) 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation 92 92     92      
Net loss $ (8,592) (8,592)         (8,592)  
Ending balance (in shares) at Mar. 31, 2025 2,634,355     2,634,355        
Ending balance at Mar. 31, 2025 $ 77,086 $ 77,086   $ 27 $ 731,521 $ 0 $ (654,462) $ 0
[1] Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1).
v3.25.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Cash flows from operating activities:      
Net loss $ (8,592,000) $ (7,608,000)  
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Depreciation and amortization 3,591,000 5,261,000  
Amortization of deferred financing costs 253,000 386,000  
Accretion of below- and amortization of above-market lease liabilities and assets, net (124,000) (55,000)  
Equity-based compensation 92,000 54,000  
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) 0 533,000  
Impairments of real estate investments 0 0  
Changes in assets and liabilities:      
Straight-line rent receivable 120,000 (30,000)  
Straight-line rent payable 27,000 27,000  
Prepaid expenses, other assets and deferred costs 857,000 234,000  
Accounts payable, accrued expenses and other liabilities 419,000 2,470,000  
Deferred revenue 320,000 383,000  
Net cash provided by (used in) operating activities (3,037,000) 1,655,000  
Cash flows from investing activities:      
Capital expenditures (72,000) (364,000)  
Net cash used in investing activities (72,000) (364,000)  
Cash flows from financing activities:      
Net cash (used in) provided by financing activities 0 0  
Net change in cash, cash equivalents and restricted cash (3,109,000) 1,291,000  
Cash, cash equivalents and restricted cash, beginning of period 18,935,000 12,808,000 $ 12,808,000
Cash, cash equivalents and restricted cash, end of period 15,826,000 14,099,000 18,935,000
Cash and cash equivalents 7,083,000 5,293,000 9,776,000
Restricted cash 8,743,000 8,806,000 9,159,000
Cash, cash equivalents and restricted cash, end of period 15,826,000 14,099,000 $ 18,935,000
Supplemental Disclosures:      
Cash paid for interest 3,319,000 4,321,000  
Non-Cash Investing and Financing Activities:      
Net change in accrued capital expenditures for the period 8,000 43,000  
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) $ 0 $ 533,000  
v3.25.1
Organization
3 Months Ended
Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization Organization
American Strategic Investment Co. (including, New York City Operating Partnership L.P., (the “OP”) and its subsidiaries, the “Company”) is an externally managed company that currently owns a portfolio of commercial real estate located within the five boroughs of New York City, primarily Manhattan. The Company’s real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities. As of March 31, 2025, the Company owned six properties consisting of 1.0 million rentable square feet.
Substantially all of the Company’s business is conducted through the OP and its wholly-owned subsidiaries. The Company’s advisor, New York City Advisors, LLC (the “Advisor”), manages the Company’s day-to-day business with the assistance of the Company’s property manager, New York City Properties, LLC (the “Property Manager”). The Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services. Please see Note 9 — Related Party Transactions and Arrangements for additional information on the Company’s Advisor and affiliates of the Advisor, including ownership percentages.
v3.25.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Accounting
The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. The results of operations for the three months ended March 31, 2025 and 2024, respectively, are not necessarily indicative of the results for the entire year or any subsequent interim period.
These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 19, 2025. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2025.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. Substantially all the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.
Continuing Adverse Impacts Since the COVID-19 Pandemic
The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. New York City, where all of the Company’s properties are located, was among the hardest hit locations in the country and fully reopened from relevant restrictions and lockdowns on March 7, 2022. While the COVID-19 pandemic subsided and the Company’s properties remain accessible to all tenants, some tenants have vacated, terminated or otherwise did not renew their lease. The Company has incurred increased unreimbursed property operating expenses because the Company’s occupancy has not fully recovered to pre-pandemic levels, and these increased expenses have been compounded by inflation. The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenging as leasing and occupancy trends for the broader market have slowed, leading political, community and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates. Some businesses continue to maintain hybrid or all work-from-home arrangements in response to employee desire for more flexibility, which may lead to continued challenges in the commercial real estate market and potentially represents a long-term negative impact on the New York City real estate market. There can be no assurance that the Company will be able to lease all or any portion of the currently vacant space at any property on acceptable or favorable terms, or at all.
Cash Collection and Mortgage Covenant non-compliance
In prior periods, the COVID-19 pandemic caused certain of the Company’s tenants to be unable to make rent payments to the Company timely, or at all. Rent collections from the Company’s tenants have generally been timely in the quarters ended March 31, 2025 and 2024 and no new COVID-19 deferral or abatement agreements were entered into. As of March 31, 2025 and 2024 the occupancy and operating results at (i) 1140 Avenue of Americas, and (ii) 8713 Fifth Avenue have not yet fully recovered, which has caused non-compliance of certain mortgage debt covenants or cash trap or cash sweep events under their non-recourse mortgages in the past several quarters and in the current quarter. In our 400 E. 67th Street property, one major tenant's lease expired and we subsequently entered in to a month to month lease with that tenant. This tenant later vacated the property during the year ended December 31, 2024 after the month to month lease ended. In addition at the Company’s 400 E. 67th Street property, another major tenant is paying through the end of their lease, which is September 2025; however, they moved out of the space in the third quarter of 2024. See Note 4 — Mortgage Notes Payable, Net for further details regarding the status of the debt covenants under the above mentioned mortgages as of March 31, 2025.
Revenue Recognition
The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2025, these leases had a weighted-average remaining lease term of 5.4 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires that the Company record a receivable for, and include in revenue from tenants, unbilled rent receivables that the Company will receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses (recorded in total revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. To the extent such costs exceed the applicable tenant’s base year, many but not all of the Company’s leases require the tenant to pay its allocable share of increases in operating expenses, which may include common area maintenance costs, real estate taxes and insurance. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.
The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard, the Company is required to assess, based on credit risk, if it is probable that the Company will collect virtually all of the lease payments at the lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it is probable that it will collect virtually all of the lease payments (base rent and additional rent), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and the straight-line rent receivable accrued will be written off, as well as any accounts receivable, where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with current accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable.
In accordance with lease accounting rules the Company records uncollectible amounts as reductions in revenue from tenants. During the three months ended March 31, 2025 and 2024, the Company had no such reductions in revenue which excludes rents from tenants on a cash basis not collected.
Accounting for Leases
Lessor Accounting
In accordance with the lease accounting standard, all leases as lessor prior to adoption were accounted for as operating leases. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases are evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As of March 31, 2025, the Company did not have any leases as a lessor that would be considered as sales-type leases or financing under sales-leaseback rules.
As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.
Lessee Accounting
For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 8 — Commitments and Contingencies.
We are the lessee under a land lease which was previously classified as an operating lease prior to adoption of lease accounting and will continue to be classified as an operating lease under transition elections unless subsequently modified. This lease is reflected on the Company’s consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statements of operations and comprehensive income to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held for use. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net loss because recording an impairment loss results in an immediate negative adjustment to earnings.
Recently Issued Accounting Pronouncements
Not Yet Adopted as of March 31, 2025
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The new standard expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. Public entities must apply the new standard to annual periods beginning after December 15, 2024. The Company will adopt the new guidance in its Annual Report on Form 10-K for the year ended December 31, 2025. The guidance is not expected to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) — Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. Public entities must apply the new standard to annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements and disclosures.
v3.25.1
Real Estate Investments
3 Months Ended
Mar. 31, 2025
Real Estate Investments, Net [Abstract]  
Real Estate Investments Real Estate Investments
There were no real estate assets acquired or liabilities assumed during the three months ended March 31, 2025 or 2024. Also, there were no dispositions of real estate during the three months ended March 31, 2025 or 2024.
The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangibles and amortization and accretion of above- and below-market lease assets and liabilities, net, for the periods presented:
Three Months Ended March 31,
(In thousands)20252024
In-place leases
$380 $580 
Other intangibles— 177 
Total included in depreciation and amortization$380 $757 
Above-market lease intangibles$35 $145 
Below-market lease liabilities
(172)(213)
Total included in revenue from tenants $(137)$(68)
Below-market ground lease, included in property operating expenses$12 $12 
The following table provides the projected amortization expense and adjustments to revenues for the next five years as of March 31, 2025:
(In thousands)2025 (remainder)20262027202820292030
In-place leases$726 $632 $624 $584 $385 $385 
Total to be included in depreciation and amortization
$726 $632 $624 $584 $385 $385 
Above-market lease assets$88 $117 $117 $112 $85 $85 
Below-market lease liabilities(284)(183)(180)(180)(142)(22)
Total to be included in revenue from tenants$(196)$(66)$(63)$(68)$(57)$63 
Significant Tenants
As of March 31, 2025 and March 31, 2024, there were no tenants whose annualized rental income on a straight-line basis, based on leases commenced, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis.
Assets Held for Use
When circumstances indicate the carrying value of a property classified as held for use may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value.
Impairment Charges
There were no impairment charges recorded during the three months ended March 31, 2025 or 2024.
v3.25.1
Mortgage Notes Payable, Net
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Mortgage Notes Payable, Net Mortgage Notes Payable, Net
The Company’s mortgage notes payable, net as of March 31, 2025 and December 31, 2024 are as follows:
Outstanding Loan Amount
PortfolioEncumbered PropertiesMarch 31,
2025
December 31,
2024
Effective Interest RateInterest RateMaturity
(In thousands)(In thousands)
123 William Street1$140,000 $140,000 4.74 %FixedMar. 2027
1140 Avenue of the Americas (1)(3)
199,000 99,000 4.18 %FixedJul. 2026
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage (1) (4)
250,000 50,000 4.59 %FixedMay 2028
8713 Fifth Avenue (1)
110,000 10,000 5.05 %FixedNov. 2028
196 Orchard Street151,000 51,000 3.85 %FixedAug. 2029
Mortgage notes payable, gross 6350,000 350,000 4.43 %
Less: deferred financing costs, net (2)
(2,363)(2,616)
Mortgage notes payable, net $347,637 $347,384 
_______
(1)These mortgage notes payable are currently either in breach of a debt covenant that may result in further restrictions as specified by the terms of the covenants or a cash sweep event. These covenant breaches or cash sweeps do not result in an event of default. For more information please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below.
(2)Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
(3)The Company was informed by the lender on February 19, 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for failure to make certain scheduled interest payments, and on April 7, 2025 the Company was informed by the lender that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable. The Company is evaluating its options with respect to the property and there can be no assurance as to the resolution of these matters with the lender. For more information, please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below.
(4) The Company was informed by the lender pursuant to letters dated in November 2024, December 2024 and January 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for events that occurred in the third and fourth quarters of 2023, specifically the Company’s failure to establish a cash management account for excess cash sweeps over monthly debt service requirements. The Company has responded to such notices of default, rejecting the assertions made by the lender, and has not received a response or additional notices from the lender. The lender has not accelerated any portion of the loan. For more information, please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below

Collateral and Principal Payments
Real estate assets and intangible assets of $488.1 million, at cost (net of below-market lease liabilities), as of March 31, 2025 have been pledged as collateral to the Company’s mortgage notes payable and are not available to satisfy the Company’s other obligations unless first satisfying the mortgage note payable on the property. The Company is required to make payments of interest on its mortgage notes payable on a monthly basis.
The following table summarizes the scheduled aggregate principal payments subsequent to March 31, 2025:
(In thousands)Future Minimum Principal Payments
2025 (remainder) (1)
$— 
202699,000 
2027140,000 
202860,000 
202951,000 
2030— 
Thereafter— 
Total$350,000 
_______
(1) On April 7, 2025, the Company was informed by the lender under the loan secured by the 1140 Avenue of the Americas property that the principal balance due under the loan agreement had been accelerated and all amounts under such loan agreement were due and payable.

Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration
Debt Covenant Non-Compliance
1140 Avenue of the Americas
The Company has breached both a debt service coverage provision and a reserve fund provision under its non-recourse mortgage secured by the 1140 Avenue of the Americas property in each of the last 19 quarters ended March 31, 2025. The principal amount of the loan was $99.0 million as of March 31, 2025. These breaches are not events of default, rather they require excess cash, if any, generated at the property (after paying operating costs, debt service and capital/tenant replacement reserves) to be held in a segregated account as additional collateral under the loan. The covenants for this loan may be cured if the Company satisfies the required debt service coverage ratio for two consecutive quarters, whereupon the additional collateral will be released. The Company can remain subject to this reserve requirement through maturity of the loan without further penalty or ramifications. As of March 31, 2025 and December 31, 2024 the Company had $1.2 million and $1.6 million, respectively, in cash that is retained by the lender and maintained in restricted cash on the Company’s consolidated balance sheet as of those dates. In addition, the debt service payment for the month of April under this non-recourse mortgage was not made in full by the rental income from the property collected in the cash management accounts under control of the lender.
On April 7, 2025, the lender notified the Company that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable as a result of a default described in a notice from the lender to the Company on February 19, 2025. For additional information with respect to such notices and the Company’s response thereto, see “—Notices of Default and Notice of Acceleration” below.
8713 Fifth Avenue
The Company has breached a debt service coverage ratio covenant under the non-recourse mortgage secured by 8713 Fifth Avenue in each of the last 19 quarters ended March 31, 2025. The principal amount for the loan was $10.0 million as of March 31, 2025. The breach of this covenant did not result in an event of default but rather triggered an excess cash flow sweep period that has been ongoing. The excess cash flow sweep period will continue until the covenant breaches are cured in accordance with the terms of the loan agreement. This property has not generated any excess cash since the breach occurred, and thus no cash has ever been trapped related to this property.
Additionally, in the event that the debt service coverage ratio covenant remains in breach at or below the current level for two consecutive calendar quarters and the lender reasonably determines that such breach is due to the property being imprudently managed by the current manager, the lender has the right, but not the obligation, to require that the Company replace the current manager with a third party manager chosen by the Company. The Company has remained in breach for three consecutive quarters as of March 31, 2025, although, the lender has not exercised their right to replace the current manager.
Cash Sweep Events
400 E. 67th Street/200 Riverside Blvd.
The Company entered a lease sweep period under the non-recourse mortgage secured by 400 E. 67th Street/200 Riverside Blvd. in the year ended December 31, 2024, resulting from a near-maturity lease with a major tenant at the property which expired in the third quarter of 2024. The principal amount for the loan was $50.0 million as of March 31, 2025. Under the loan agreement, a lease sweep period is triggered, when (i) the date that is twelve months prior to the end of the term of the major lease, (ii) the date required by the major tenant to give notice of its exercise of a renewal option, (iii) any major tenant lease is surrendered or terminated prior to the expiration date, (iv) if the major tenant discontinues its operations and the major tenants long term debt is not rated lower than investment grade, (v) any material default under the major tenant’s lease, (vi) any major tenant insolvency proceeding.
Under the lease sweep period, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral. As of March 31, 2025 and December 31, 2024 the Company had $4.4 million and $4.2 million, respectively, in cash swept that is retained by the lender and recorded within restricted cash on the Company’s consolidated balance sheet.
Other Debt Covenants
The Company was in compliance with the remaining covenants under its other mortgage notes payable as of March 31, 2025 and, it continues to monitor compliance with those provisions. If the Company experiences additional lease terminations, due to tenant bankruptcies or otherwise, or tenants placed on a cash basis continue to not pay rent, it is possible that certain of the covenants on other loans may be breached and the Company may also become restricted from accessing excess cash flows from those properties. Similar to the loans discussed above, the Company’s other mortgages also contain cash management provisions that are not considered events of default, and as such, acceleration of principal would only occur upon an event of default.
Notice of Defaults and Notice of Acceleration
1140 Avenue of the Americas
The Company was informed by the lender on February 19, 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for failure to make certain scheduled interest payments. The Company made the payments in question in full on the same day the default notice was received by the Company. The Company believes this was a cure for the event of default.
On April 7, 2025, the Company was informed by the lender that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable, together with interest at the default rate set forth in the loan document, which is a rate annum equal to the lesser of (i) the maximum nonusurious interest rate or (ii) five percent (5%) above the interest rate of 4.109% per annum. Such amounts include, but are not limited to, the $99.0 million principal amount of the mortgage note. The Company is evaluating its options with respect to the property and there can be no assurance as to the resolution of these matters with the lender.
400 E. 67th Street/200 Riverside Boulevard
On November 19, 2024, the lender sent a notice to the Company alleging that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for events that occurred in the third and fourth quarters of 2023, specifically the Company’s failure to establish a cash management account for excess cash sweeps over monthly debt service requirements. The lender had been remitting excess cash on their own accord until the period of cash sweep was put into effect in 2024 as described above. In their notice of default, the lender asserted the Company owes an estimated $1.0 million in excess cash to be deposited into the loan reserve account. The Company responded to the notice of default on February 20, 2025 rejecting the assertions made by the lender, which the Company believes are without merit as a result of the lender's failure to implement a cash management account and the Company’s inability to take such action unilaterally due to the mechanics for receipt of lease payments provided for by the loan agreement. The Company has not received a response or any additional notices from the lender, which has not accelerated any portion of the loan. Beginning in March 2025, the lender has charged default interest to the Company, currently totaling $3.3 million. While the Company cannot predict the ultimate outcome of legal matters, the Company currently believes that it is not probable a liability has been incurred with respect to the alleged defaults and intends to challenge the charge of default interest by the lender.
v3.25.1
Liquidity Risk
3 Months Ended
Mar. 31, 2025
Risks and Uncertainties [Abstract]  
Liquidity Risk Liquidity Risk
The Company faces significant liquidity constraints due to a combination of factors, including sustained declines in rental income, constrained cash flow from operations, and ongoing debt service obligations. The Company’s portfolio consists primarily of office properties located in Manhattan, which have been adversely impacted by shifts in market demand following the COVID-19 pandemic. While management has successfully executed lease transactions to mitigate vacancy risk, new leases have been executed at market rental rates below prior contractual rates, resulting in decreased revenue compared to historical levels.
Each of the Company’s properties is encumbered by non-recourse mortgage loans. While the Company has no corporate-level revolving credit facility or other committed liquidity sources, it successfully repaid its most imminent debt maturity and has no scheduled other mortgage obligation due until June 2026. However, each loan includes cash management provisions that have resulted in ongoing lender-imposed cash constraints, restricting the Company’s ability to access rental cash flows for general corporate purposes. In addition, the Company has received notices of default with respect to its indebtedness secured by the 400 E. 67th Street/200 Riverside Blvd. properties, and received a notice on April 7, 2025 from the lender with respect to the indebtedness secured by the 1140 Avenue of the Americas property that the outstanding principal balance due under the applicable loan agreement had been accelerated and all amounts under such loan agreement were due and payable. For more information, please see “Note 4. Mortgage Notes Payable—Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section above. These defaults and restrictions, combined with declining rental revenue and increasing accounts payable balances have exacerbated liquidity challenges, and, if not resolved, the notices of default and acceleration of debt described above could have a material adverse effect on the Company’s business.
To address these liquidity constraints, the Company has suspended the corporate dividend, restructured advisory fee arrangements such that the Advisor can be paid with shares in lieu of cash when necessary, and approved a plan to market certain assets for sale to generate liquidity.
While management believes that its current resources and expected cash flows are sufficient to meet its obligations as they become due over the next 12 months, there remains uncertainty regarding the Company’s longer-term liquidity position. If market conditions do not improve, or if the Company is unable to execute on planned liquidity initiatives, it may face challenges in meeting future obligations, which could have a material adverse effect on its business, financial condition, and results of operations.
Management continues to evaluate its strategic alternatives and monitor market conditions closely to ensure the Company maintains sufficient liquidity to operate effectively.
v3.25.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments Fair Value of Financial Instruments
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflects the contractual terms of the instrument, as applicable, including the period to maturity, and may use observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
Financial Instruments That Are Not Reported at Fair Value
The Company is required to disclose at least annually the fair value of financial instruments for which it is practicable to estimate the value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature.
The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor’s experience with similar types of borrowing arrangements.
The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below:
March 31, 2025December 31, 2024
(In thousands)LevelGross Principal BalanceFair Value Gross Principal BalanceFair Value
Mortgage note payable — 1140 Avenue of the Americas (1)
399,000 69,238 99,000 69,238 
Mortgage note payable — 123 William Street
3140,000 134,068 140,000 132,474 
Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage(2)
350,000 31,671 50,000 31,671 
Mortgage note payable — 8713 Fifth Avenue
310,000 9,348 10,000 9,181 
Mortgage note payable — 196 Orchard Street
351,000 45,921 51,000 44,896 
Total $350,000 $290,246 $350,000 $287,460 
___________
(1)The Company recorded an impairment charge of $66.1 million during the year ended December 31, 2023 for its 1140 Avenues of the Americas property. As a result, the Company adjusted the fair value of the property’s mortgage to the current carrying value of the property.
(2)The Company recorded an impairment charge of $25.8 million during the year ended December 31, 2024 for its 400 E. 67th Street property. As a result, the Company adjusted the fair value of the 400 E. 67th Street allocable mortgage balance to the property's current carrying value as of December 31, 2024.
v3.25.1
Stockholders’ Equity
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
As of March 31, 2025 and December 31, 2024, the Company had 2.6 million and 2.6 million shares of common stock outstanding, respectively, including unvested restricted shares. As of March 31, 2025, all of the Company’s shares of common stock outstanding were Class A common stock, including unvested restricted shares.
Class A Common Stock Issued to the Advisor In Lieu of Cash
Pursuant to the terms of the Advisory Agreement, as amended, and the Property Management Agreement, as amended, the Advisor may elect to receive shares of the Company’s Class A common stock in lieu of cash as payment for the monthly services it provides. For more information on the Advisory Agreement please see Note 9 — Related Party Transactions and Arrangements. There were no shares issued in lieu of cash for asset management and property management services rendered during the three months ended March 31, 2025. For the three months ended March 31, 2024 the Company issued shares in lieu of cash for the asset management and property management fees for a total expense of $0.5 million, respectively.
The following table shows the shares issued in relation to the advisory and property management agreements as of March 31, 2025 and 2024:
Period of IssuanceRecipientAgreementShares IssuedClosing Share Price
March 2024The AdvisorAdvisory Agreement70,607$7.54
Stockholder Rights Plan
In May 2020, the Company announced that its board of directors had approved a stockholder rights plan, but did not take actions to declare a dividend for the plan to become effective. In August 2020, in connection with the listing of the Company’s shares on the NYSE and the related bifurcation of common stock into Class A and Class B common stock, the Company entered into an amended and restated rights agreement, which amended and restated the stockholders rights plan approved in May 2020 and declared a dividend payable in August 2020, of one Class A right for and on each share of Class A common stock and one Class B right for and on each share of Class B common stock, in each case, outstanding on the close of business on August 28, 2020 to the stockholders of record on that date. Each right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of the Company at a price of $55.00 per one one-thousandth of a share of Series A Preferred Stock, represented by a right, subject to adjustment. The expiration date of these rights has subsequently been extended to August 18, 2025.
Distribution Reinvestment Plan
An amendment and restatement of the distribution reinvestment plan (the “A&R DRIP”) in connection with the listing of the Company’s shares on the NYSE became effective on August 28, 2020. The A&R DRIP allows stockholders who have elected to participate to have dividends paid with respect to all or a portion of their shares of Class A common stock and Class B common stock reinvested in additional shares of Class A common stock. Shares received by participants in the A&R DRIP will represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on the NYSE on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with proceeds from reinvested dividends to participants for the related quarter, less a per share processing fee.
Shares issued by the Company pursuant to the A&R DRIP, if any, would be recorded within stockholders’ equity in the consolidated balance sheets in the period dividends or other distributions are declared. During the three months ended March 31, 2025 and year ended December 31, 2024, any DRIP transactions were settled through open market transactions and no shares were issued by the Company.
v3.25.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Lessee Arrangement - Ground Lease
The Company entered into a ground lease agreement in 2016 related to the acquisition of 1140 Avenue of the Americas under a leasehold interest arrangement and recorded an ROU asset and lease liability related to this lease upon adoption of ASU 2016-02 during the year ended December 31, 2019. The ground lease is considered an operating lease. In computing the lease liabilities, the Company discounts future lease payments at an estimated incremental borrowing rate at adoption or acquisition if later. The term of the Company’s ground lease is significantly longer than the term of borrowings available to the Company on a fully-collateralized basis. The Company’s estimate of the incremental borrowing rate required significant judgment.
As of March 31, 2025, the Company’s ground lease has a remaining lease term of 41.8 years and a discount rate of 8.6%. As of March 31, 2025, the Company’s balance sheet includes an ROU asset and liability of $54.5 million and $54.6 million, respectively, which are included in operating lease right-of-use asset and operating lease liability, respectively, on the consolidated balance sheet. For both the three months ended March 31, 2025, and 2024 the Company paid cash of $1.2 million for amounts included in the measurement of lease liabilities and recorded expense of $1.2 million on a straight-line basis in accordance with the standard.
The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss. The Company did not enter into any additional ground leases as lessee during the three months ended March 31, 2025 and 2024.
The following table reflects the ground lease rent payments due from the Company and a reconciliation to the net present value of those payments as of March 31, 2025:
(In thousands)Future Base Rent Payments
2025 (remainder)$3,560 
20264,746 
20274,746 
20284,746 
20294,746 
Thereafter183,516 
Total lease payments206,060 
Less: Effects of discounting(151,488)
Total present value of lease payments$54,572 
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or know to be contemplated against the Company as of March 31, 2025.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of March 31, 2025, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.
v3.25.1
Related Party Transactions and Arrangements
3 Months Ended
Mar. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions and Arrangements Related Party Transactions and Arrangements
As of March 31, 2025 and December 31, 2024, entities wholly owned by AR Global owned 536,252 and 536,252 shares, respectively, of the Company’s outstanding Class A common stock. As of March 31, 2025 and December 31, 2024, Bellevue owned approximately 56.8% and 54.4% of outstanding shares of the Company, respectively, which includes shares owned by AR Global.
Fees and Participations Incurred in Connection with the Operations of the Company
Summary of Advisory Agreement
Pursuant to the advisory agreement with the Advisor (as amended and restated from time to time, the “Advisory Agreement”), the Advisor manages the Company’s day-to-day operations. The initial term of the Advisory Agreement ends in July 2030 and will automatically renew for successive five-year terms unless either party gives written notice of its election not to renew at least 180 days prior to the then-applicable expiration date. The Company may only elect not to renew the Advisory Agreement on this basis with the prior approval of at least two-thirds of the Company’s independent directors, and no change of control fee (as defined in the Advisory Agreement) is payable if the Company makes this election.
Asset Management Fees and Variable Management/Incentive Fees
Overview
The Company pays the Advisor a base asset management fee on the first business day of each month equal to (x) $0.5 million plus (y) a variable amount equal to (a) 1.25% of the equity proceeds received after November 16, 2018, divided by (b) 12. The base asset management fee is payable in cash, shares of common stock, units of limited partnership interest in the OP, or a combination thereof, at the Advisor’s election. The Advisor elected to receive shares of Class A common stock in lieu of cash for the base management fee in each of the months of August, September, October, November, and December 2022, as well as in the months of January 2023, March 2024 and May 2024 (see Note 7 — Stockholders’ Equity). Equity proceeds are defined as, with respect to any period, cumulative net proceeds of all common and preferred equity and equity-linked securities issued by the Company and its subsidiaries during the period, including: (i) any equity issued in exchange or conversion of exchangeable notes based on the stock price at the date of issuance and convertible equity; (ii) any other issuances of equity, including but not limited to units in the OP (excluding equity-based compensation but including issuances related to an acquisition, investment, joint-venture or partnership); and (iii) effective following the time the Company commences paying a dividend of at least $0.05 per share per annum to its stockholders, (which occurred in October 2020), any cumulative Core Earnings (as defined in the Advisory Agreement) in excess of cumulative distributions paid on the Company’s common stock since November 16, 2018, the effective date of the most recent amendment and restatement of the Advisory Agreement.
The Advisory Agreement also entitles the Advisor to an incentive variable management fee. In August 2020, the Company entered into an amendment to the Advisory Agreement to adjust the quarterly thresholds of Core Earnings Per Adjusted Share (as defined in the Advisory Agreement) the Company must reach on a quarterly basis for the Advisor to receive the variable management fee to reflect the Reverse Stock Split. Prior to this amendment, the variable management fee was equal to (i) the product of (a) the diluted weighted-average outstanding shares of common stock for the calendar quarter (excluding any equity-based awards that are subject to performance metrics that are not currently achieved) multiplied by (b) 15.0% multiplied by (c) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.1458 (before any adjustment for the Reverse Stock Split), plus (ii) the product of (x) the diluted weighted-average outstanding shares of common stock for the calendar quarter (excluding any equity-based awards that are subject to performance metrics that are not currently achieved) multiplied by (y) 10.0% multiplied by (z) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.1944 (before any adjustment for the Reverse Stock Split). The variable management fee is payable quarterly in arrears in cash, shares of common stock, units of limited partnership interest in the OP or a combination thereof, at the Advisor’s election. No incentive variable management fees were earned during the three months ended March 31, 2025 or 2024.
Management Fee Expense
The Company recorded expense of $1.5 million for the three months ended March 31, 2025 and $1.5 million for base asset management fees during the three months ended March 31, 2024. There were no variable management fees incurred in either of these periods. The management fees for the three months ended March 31, 2024 were paid partially with cash and partly with shares of the Company’s Class A common stock. The Advisor may elect to but is not obligated to accept shares in lieu of cash for these management fees and makes this election on a monthly basis.
The base asset management fees for the three months ended March 31, 2025 were paid in cash and the monthly management fee paid in shares during the three months ended March 31, 2024 are discussed in Note 7 — Stockholders’ Equity — Class A Common Stock Issued to the Advisor In Lieu of Cash.
Property Management Fees
Pursuant to the Property Management and Leasing Agreement (the “PMA”), as most recently amended on March 29, 2024 except in certain cases where the Company contracts with a third party, the Company pays the Property Manager a property management fee equal to: (i) for non-hotel properties, 3.25% of gross revenues from the properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. The term of the PMA is coterminous with the term of the Advisory Agreement.
Pursuant to the PMA, the Company reimburses the Property Manager for property-level expenses. These reimbursements are not limited in amount and may include reasonable salaries, bonuses, and benefits of individuals employed by the Property Manager, except for the salaries, bonuses, and benefits of individuals who also serve as one of the Company’s executive officers or as an executive officer of the Property Manager or any of its affiliates. The Property Manager may also subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services.
On April 13, 2018, in connection with the loan for its 400 E. 67th Street - Laurel Condominium and 200 Riverside Boulevard properties, the Company entered into a new property management agreement with the Property Manager (the “April 2018 PMA”) to manage the properties secured by the loan. With respect to these properties, the substantive terms of the April 2018 PMA are identical to the terms of the PMA, except that the property management fee for non-hotel properties is 4.0% of gross revenues from the properties managed, plus market-based leasing commissions. The April 2018 PMA has an initial term of one year that is automatically extended for an unlimited number of successive one-year terms at the end of each year unless any party gives 60 days’ written notice to the other parties of its intention to terminate.
In March 2024, the Company and the Property Manager amended the PMA to allow the Property Manager to elect to receive Class A Units or shares of the Company’s common stock in lieu of cash for all fees payable to the Property Manager.
The Company incurred approximately $0.4 million in property management fees during the three months ended March 31, 2025 and $0.4 million in property management fees during the three months ended March 31, 2024. These property management fees were paid in cash.
Professional Fees and Other Reimbursements
The Company pays directly or reimburses the Advisor monthly in arrears, for all the expenses paid or incurred by the Advisor or its affiliates in connection with the services it provides to the Company under the Advisory Agreement, subject to the following limitations:
(a) With respect to administrative and overhead expenses of the Advisor, including administrative and overhead expenses of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services but not including their salaries, wages, and benefits, these costs may not exceed in any fiscal year,
(i) $0.4 million, or
(ii) if the Asset Cost (as defined in the Advisory Agreement) as of the last day of the fiscal quarter immediately preceding the month is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal quarter multiplied by (y) 0.10%.
(b) With respect to the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services (including the Company’s executive officers), these amounts must be comparable to market rates and reimbursements may not exceed, in any fiscal year,
(i) $3.0 million ($2.6 million before the three months ended March 31, 2024), or
(ii) if the Asset Cost as of the last day of the fiscal year is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal year multiplied by (y) 0.30%.
Professional fees and other reimbursement include reimbursements to the Advisor for administrative, overhead and personnel services, which are subject to the limits noted above, as well as costs associated with directors and officers insurance which are not subject to those limits.
Professional fees and other reimbursements for the three months ended March 31, 2025 were $1.6 million. The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the three months ended March 31, 2025 were $1.6 million ($1.1 million were for salaries, wages, and benefits and $0.6 million related to administrative and overhead expenses).
Professional fees and other reimbursements for the three months ended March 31, 2024 were $1.4 million. The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the three months ended March 31, 2024 was $1.2 million ($0.9 million were for salaries, wages, and benefits and $0.3 million related to administrative and overhead expenses).
In March 2024, the Company and the Advisor amended the Advisory Agreement to increase the limit of incurred costs from the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services (including the Company’s executive officers) from $2.6 million to $3.0 million, and to allow the Advisor to elect to receive any expense reimbursement amounts pursuant to the Advisory Agreement in cash, OP Units, shares of the Company’s common stock, or any combination thereof. The Company paid its professional fees to the Advisor with cash during the three months ended March 31, 2025 and 2024 except such periods as discussed in Note 7 — Stockholders’ Equity — Class A Common Stock Issued to the Advisor In Lieu of Cash.
Summary of Fees, Expenses and Related Payables
The following table details amounts incurred in connection with the Company’s operations-related services described above as of and for the periods presented:
Three Months Ended March 31,Payable (receivable) as of
(In thousands)20252024March 31, 2025December 31, 2024
Ongoing fees: 
Asset and property management fees to related parties (1)
$1,868 $1,903 $267 $317 
Professional fees and other reimbursements (2)
1,634 1,392 — — 
Total related party operation fees and reimbursements
$3,502 $3,295 $267 $317 
________
(1)During the three months ended March 31, 2025 and 2024, approximately $0.0 million and $0.5 million, respectively, of this expense was for the asset and property management fees paid in shares of the Company’s Class A common stock (see above) in lieu of cash.
(2)Amounts for the three months ended March 31, 2025 and 2024 are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss.
Termination Fees Payable to the Advisor
The Advisory Agreement requires the Company to pay a termination fee to the Advisor in the event the Advisory Agreement is terminated prior to the expiration of the initial term in certain limited scenarios. The termination fee will be payable to the Advisor if either the Company or the Advisor exercises the right to terminate the Advisory Agreement in connection with the consummation of the first change of control (as defined in the Advisory Agreement). The termination fee is equal to $15 million plus an amount equal to the product of: (i) three (if the termination was effective on or prior to June 30, 2020) or (ii) four (if the termination is effective after June 30, 2020), multiplied by applicable Subject Fees (defined below).
The “Subject Fees” are equal to the product of 12 and the actual base management fee for the month immediately prior to the month in which the Advisory Agreement is terminated, plus the product of four and the actual variable management fee for the quarter immediately prior to the quarter in which the Advisory Agreement is terminated, plus without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity issued by the Company and its subsidiaries in respect of the fiscal quarter immediately prior to the fiscal quarter in which the Advisory Agreement is terminated.
In connection with the termination or expiration of the Advisory Agreement, the Advisor will be entitled to receive (in addition to any termination fee) all amounts then accrued and owing to the Advisor, including an amount equal to then-present fair market value of its shares of the Company’s Class A common stock and interest in the OP.
v3.25.1
Economic Dependency
3 Months Ended
Mar. 31, 2025
Economic Dependency [Abstract]  
Economic Dependency Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
v3.25.1
Equity-Based Compensation
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation Equity-Based Compensation
Equity Plans
Restricted Share Plan
Prior to the Company listing its shares on the NYSE, the Company had an employee and director incentive restricted share plan (as amended, the “RSP”). The RSP provided for the automatic grant of the number of restricted shares equal to $30,000 divided by the then-current Estimated Per-Share NAV, which were made without any further approval by the Company’s board of directors or the stockholders, after initial election to the board of directors and after each annual stockholder meeting, with such restricted shares vesting annually over a five-year period following the grant date in increments of 20.0% per annum. The RSP also provided the Company with the ability to grant awards of restricted shares to the Company’s board of directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company.
2020 Equity Plan
Effective at the time of the listing, the Company’s independent directors approved an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2020 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Awards under the Individual Plan are open to the Company’s directors, officers and employees (if the Company ever has employees), employees, officers and directors of the Advisor and as a general matter, employees of affiliates of the Advisor that provide services to the Company. Awards under the Advisor Plan may only be granted to the Advisor and its affiliates (including any person to whom the Advisor subcontracts substantially all of responsibility for directing or performing the day-to-day business affairs of the Company).
The 2020 Equity Plan succeeded and replaced the then existing RSP. Following the effectiveness of the 2020 Equity Plan at the listing of its shares on the NYSE, no further awards have been or will be granted under the RSP; provided, however, any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, will remain in effect in accordance with their terms and the terms of the RSP, until all those awards are exercised, settled, forfeited, canceled, expired or otherwise terminated. The Company accounts for forfeitures when they occur. While the RSP provided only for awards of restricted shares, the 2020 Equity Plan has been expanded to also permit awards of restricted stock units, stock options, stock appreciation rights, stock awards, LTIP Units and other equity awards. In addition, the 2020 Equity Plan eliminates the “automatic grant” provisions of the RSP that dictated the terms and amount of the annual award of restricted shares to independent directors. Grants to independent directors are made in accordance with the Company’s new director compensation program, as described below under “—Director Compensation.” The 2020 Equity Plan has a term of 10 years, expiring August 18, 2030. The number of shares of the Company’s capital stock that may be issued or subject to awards under the 2020 Equity Plan, in the aggregate, is equal to 20.0% of the Company’s outstanding shares of Class A common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa.
Director Compensation
On August 18, 2020 the Company listed its shares of Class A common stock on the NYSE (the “Listing Date”), and effective on that date, the Company’s independent directors approved a change to the Company’s director compensation program. Starting with the annual award of restricted shares made in connection with the Company’s 2021 annual meeting of stockholders, the amount of the annual award was increased from $30,000 to $65,000. No other changes have been made to the Company’s director compensation program.
Restricted Shares
Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares receive cash dividends on the same basis as dividends paid on shares of common stock, if any, prior to the time that the restrictions on the restricted shares have lapsed and thereafter. Any dividends payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.
In March 2022, the compensation committee delegated authority to the Company’s chief executive officer to award up to 25,000 restricted shares (adjusted for the Reverse Stock Split) to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer, subject to certain limits and restrictions imposed by the compensation committee. The compensation committee remains responsible for approving and administering all grants of awards to the Company’s chief financial officer or any other executive officer of the Company, including any award of restricted shares recommended by the Company’s chief executive officer. No awards under the 2020 Equity Plan may be made pursuant to this delegation of authority to anyone who is also a partner, member or equity owner of the parent of the Advisor. As of March 31, 2025 there have been no shares awarded to anyone who is also a partner, member or equity owner of the parent of the Advisor.
Restricted share awards that have been granted to the Company’s directors provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s voluntary termination or the failure to be re-elected to the Company’s board of directors.
In the quarter ended March 31, 2024, three former employees of the Advisor terminated their employment, and as defined in the award agreement, forfeited a total of 953 restricted shares.
During the quarter ended September 30, 2024, the Company issued 21,216 restricted shares as part of the annual award by the Company to the Company’s board of directors. These restricted shares issued to the board of directors will vest in 20% increments on each of the first five anniversaries of the respective grant dates.
The following table displays restricted share award activity during the three months ended March 31, 2025:
Number of
Restricted Shares
Weighted-Average Issue Price
Unvested, December 31, 2024101,197 $14.19 
Granted— — 
Vested(408)15.44 
Forfeitures— — 
Unvested, March 31, 2025
100,789 $14.18 
As of March 31, 2025, the Company had $1.0 million of unrecognized compensation cost related to unvested restricted share awards granted and is expected to be recognized over a weighted-average period of 2.8 years. Restricted share awards are expensed in accordance with the service period required. Compensation expense related to restricted share awards was approximately $0.1 million for each of the three months ended March 31, 2025 and March 31, 2024. Compensation expense related to restricted share awards is recorded as equity-based compensation in the accompanying unaudited consolidated statements of operations and comprehensive loss.
v3.25.1
Income Taxes
3 Months Ended
Mar. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company is subject to U.S. federal, state and local income taxes. For deferred items, the Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. Because of the Company’s recent operating history of taxable losses and the continuing adverse economic impacts since the COVID-19 pandemic on the Company’s results of operations, the Company is not able to conclude that it is more likely than not it will realize the future benefit of its deferred tax assets; thus the Company has provided a 100% valuation allowance as of March 31, 2025 and as of December 31, 2024. If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in its consolidated statements of comprehensive income (loss).
The effective tax rate was zero for the three months ended March 31, 2025 and 2024. The Company expects to have a taxable loss for federal, state and local income taxes for the year ending December 31, 2025. Accordingly, the Company has recorded no income tax expense or benefit (after considering changes in the valuation allowance) for the three months ended March 31, 2025. The Company remains in a net deferred tax asset position with a full valuation allowance as of both March 31, 2025 and December 31, 2024. As of March 31, 2025, the Company had no material uncertain tax positions.
v3.25.1
Net Loss Per Share
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Net Loss Per Share Net Loss Per Share
The following is a summary of the basic and diluted net loss per share computation for the periods presented:
Three Months Ended March 31,
(In thousands, except share and per share data)20252024
Net loss attributable to common stockholders (in thousands)
$(8,592)$(7,608)
Adjustments to net loss attributable to common stockholders— — 
Adjusted net loss attributable to common stockholders$(8,592)$(7,608)
Weighted average shares outstanding — Basic and Diluted 2,533,557 2,322,594 
Net loss per share attributable to common stockholders — Basic and Diluted $(3.39)$(3.28)
Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted shares and unearned LTIP Units contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above adjusts net loss to exclude the distributions to the unvested restricted shares. On July 1, 2022, the Company announced that it suspended its policy regarding dividends paid on its Class A common stock, beginning with the dividend that would have been payable for the quarter ended June 30, 2022.
Diluted net loss per share assumes the conversion of all Class A common stock share equivalents into an equivalent number of shares of Class A common stock, unless the effect is anti-dilutive. The Company considers unvested restricted shares, Class A Units and unvested LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented.
Three Months Ended March 31,
20252024
Unvested restricted shares (1)
100,798 35,025 
Total weighted-average anti-dilutive common share equivalents100,798 35,025 
_______
(1)There were 100,789 and 34,837 unvested restricted shares outstanding as of March 31, 2025 and 2024, respectively.
v3.25.1
Segment Reporting
3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
We are an externally managed company that owns a portfolio of high-quality commercial real estate located within New York City, primarily Manhattan. The Company’s real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities. Our Chief Operating Decision Maker (“CODM”), which is our Chief Executive Officer, does not distinguish or group operations based on geography, size, type or other basis when assessing the financial performance of our properties. Our operating properties have similar economic characteristics and provide similar products and services to consumers. Accordingly, we manage and evaluate our operations as a single reportable segment based on our consolidated financial statements for financial reporting and disclosure purposes.
The CODM is responsible for overseeing our operations and making key strategic decisions, including the allocation of resources, evaluating financial performance, and determining the overall direction of our Company. The CODM receives consolidated financial and operational data to assess performance and make these decisions. Our measure of segment profit or loss is net earnings (loss). The CODM also reviews significant expenses associated with the Company’s single reportable segment which are presented in the Consolidated Statements of Operations.
The CODM reviews net earnings (loss) and the relevant components thereof that are directly reflected on our Consolidated Statements of Operations. The CODM is also regularly provided the reportable segment level asset information, real estate investments, net, which is directly reflected on the Consolidated Balance Sheets. Refer to the descriptions below for further details:
Net earnings (loss): this metric represents the total profit after accounting for all revenues, expenses and other costs. It reflects our overall financial performance and profitability. Net earnings (loss) is used by our CODM to identify underlying trends in the performance of our business and make comparisons with the financial performance of our competitors. Net earnings (loss) are reported in the Consolidated Statement of Operations and Comprehensive Income.
Revenue from tenants: a component of net earnings (loss), this balance represents the total income derived from long-term leases with tenants. It is the primary source of revenue for us and reflects the effectiveness of our real estate portfolio in generating rental income. Revenue from tenants is reported in the Revenue section of the Consolidated Statement of Operations and Comprehensive Income.
Total Operating Expenses: a component of net earnings (loss), operating expenses include all costs related to the maintenance and management of the properties, including property costs and general and administrative expenses. These expenses are critical to maintaining the portfolio’s long-term profitability and are disclosed under the Operating Expenses section of the Consolidated Statement of Operations and Comprehensive Income.
Real Estate Investments, net: this total represents the value of properties that we actively use to generate rental income. It is a core asset-based metric and a key driver of our long-term growth. Managing real estate held for use is essential for value appreciation and strategic portfolio management, which enables us to make informed decisions regarding acquisitions, divestitures, and overall asset allocation to support sustainable growth and are disclosed under the Real Estate section of the Consolidated Balance Sheets.
v3.25.1
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsThe Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Pay vs Performance Disclosure    
Net loss $ (8,592) $ (7,608)
v3.25.1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
Basis of Accounting
Basis of Accounting
The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. The results of operations for the three months ended March 31, 2025 and 2024, respectively, are not necessarily indicative of the results for the entire year or any subsequent interim period.
These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 19, 2025. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2025.
Principles of Consolidation
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. Substantially all the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.
Revenue Recognition
Revenue Recognition
The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2025, these leases had a weighted-average remaining lease term of 5.4 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires that the Company record a receivable for, and include in revenue from tenants, unbilled rent receivables that the Company will receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses (recorded in total revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. To the extent such costs exceed the applicable tenant’s base year, many but not all of the Company’s leases require the tenant to pay its allocable share of increases in operating expenses, which may include common area maintenance costs, real estate taxes and insurance. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.
The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard, the Company is required to assess, based on credit risk, if it is probable that the Company will collect virtually all of the lease payments at the lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it is probable that it will collect virtually all of the lease payments (base rent and additional rent), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and the straight-line rent receivable accrued will be written off, as well as any accounts receivable, where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with current accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable.
In accordance with lease accounting rules the Company records uncollectible amounts as reductions in revenue from tenants. During the three months ended March 31, 2025 and 2024, the Company had no such reductions in revenue which excludes rents from tenants on a cash basis not collected.
Lessor Accounting
Lessor Accounting
In accordance with the lease accounting standard, all leases as lessor prior to adoption were accounted for as operating leases. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases are evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As of March 31, 2025, the Company did not have any leases as a lessor that would be considered as sales-type leases or financing under sales-leaseback rules.
As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.
Lessee Accounting
Lessee Accounting
For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statements of operations and comprehensive income to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held for use. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net loss because recording an impairment loss results in an immediate negative adjustment to earnings.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements
Not Yet Adopted as of March 31, 2025
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The new standard expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. Public entities must apply the new standard to annual periods beginning after December 15, 2024. The Company will adopt the new guidance in its Annual Report on Form 10-K for the year ended December 31, 2025. The guidance is not expected to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) — Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. Public entities must apply the new standard to annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements and disclosures.
Fair Value of Financial Instruments Fair Value of Financial Instruments
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflects the contractual terms of the instrument, as applicable, including the period to maturity, and may use observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
v3.25.1
Real Estate Investments (Tables)
3 Months Ended
Mar. 31, 2025
Real Estate Investments, Net [Abstract]  
Schedule of Amortization and Accretion of Market Lease Assets and Liabilities
The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangibles and amortization and accretion of above- and below-market lease assets and liabilities, net, for the periods presented:
Three Months Ended March 31,
(In thousands)20252024
In-place leases
$380 $580 
Other intangibles— 177 
Total included in depreciation and amortization$380 $757 
Above-market lease intangibles$35 $145 
Below-market lease liabilities
(172)(213)
Total included in revenue from tenants $(137)$(68)
Below-market ground lease, included in property operating expenses$12 $12 
Schedule of Future Amortization Expense
The following table provides the projected amortization expense and adjustments to revenues for the next five years as of March 31, 2025:
(In thousands)2025 (remainder)20262027202820292030
In-place leases$726 $632 $624 $584 $385 $385 
Total to be included in depreciation and amortization
$726 $632 $624 $584 $385 $385 
Above-market lease assets$88 $117 $117 $112 $85 $85 
Below-market lease liabilities(284)(183)(180)(180)(142)(22)
Total to be included in revenue from tenants$(196)$(66)$(63)$(68)$(57)$63 
v3.25.1
Mortgage Notes Payable, Net (Tables)
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Schedule of Mortgage Notes Payable, Net
The Company’s mortgage notes payable, net as of March 31, 2025 and December 31, 2024 are as follows:
Outstanding Loan Amount
PortfolioEncumbered PropertiesMarch 31,
2025
December 31,
2024
Effective Interest RateInterest RateMaturity
(In thousands)(In thousands)
123 William Street1$140,000 $140,000 4.74 %FixedMar. 2027
1140 Avenue of the Americas (1)(3)
199,000 99,000 4.18 %FixedJul. 2026
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage (1) (4)
250,000 50,000 4.59 %FixedMay 2028
8713 Fifth Avenue (1)
110,000 10,000 5.05 %FixedNov. 2028
196 Orchard Street151,000 51,000 3.85 %FixedAug. 2029
Mortgage notes payable, gross 6350,000 350,000 4.43 %
Less: deferred financing costs, net (2)
(2,363)(2,616)
Mortgage notes payable, net $347,637 $347,384 
_______
(1)These mortgage notes payable are currently either in breach of a debt covenant that may result in further restrictions as specified by the terms of the covenants or a cash sweep event. These covenant breaches or cash sweeps do not result in an event of default. For more information please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below.
(2)Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
(3)The Company was informed by the lender on February 19, 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for failure to make certain scheduled interest payments, and on April 7, 2025 the Company was informed by the lender that the principal balance due under such loan agreement had been accelerated and all amounts under such loan agreement were due and payable. The Company is evaluating its options with respect to the property and there can be no assurance as to the resolution of these matters with the lender. For more information, please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below.
(4) The Company was informed by the lender pursuant to letters dated in November 2024, December 2024 and January 2025 that the Company was in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for events that occurred in the third and fourth quarters of 2023, specifically the Company’s failure to establish a cash management account for excess cash sweeps over monthly debt service requirements. The Company has responded to such notices of default, rejecting the assertions made by the lender, and has not received a response or additional notices from the lender. The lender has not accelerated any portion of the loan. For more information, please see “Debt Covenant Non-Compliance, Cash Sweep Events, Notice of Defaults and Notice of Acceleration” section below
Schedule of Aggregate Principal Payments
The following table summarizes the scheduled aggregate principal payments subsequent to March 31, 2025:
(In thousands)Future Minimum Principal Payments
2025 (remainder) (1)
$— 
202699,000 
2027140,000 
202860,000 
202951,000 
2030— 
Thereafter— 
Total$350,000 
_______
(1) On April 7, 2025, the Company was informed by the lender under the loan secured by the 1140 Avenue of the Americas property that the principal balance due under the loan agreement had been accelerated and all amounts under such loan agreement were due and payable.
v3.25.1
Fair Value of Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Schedule of Financial Instruments that are Not Reported at Fair Value
The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below:
March 31, 2025December 31, 2024
(In thousands)LevelGross Principal BalanceFair Value Gross Principal BalanceFair Value
Mortgage note payable — 1140 Avenue of the Americas (1)
399,000 69,238 99,000 69,238 
Mortgage note payable — 123 William Street
3140,000 134,068 140,000 132,474 
Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage(2)
350,000 31,671 50,000 31,671 
Mortgage note payable — 8713 Fifth Avenue
310,000 9,348 10,000 9,181 
Mortgage note payable — 196 Orchard Street
351,000 45,921 51,000 44,896 
Total $350,000 $290,246 $350,000 $287,460 
___________
(1)The Company recorded an impairment charge of $66.1 million during the year ended December 31, 2023 for its 1140 Avenues of the Americas property. As a result, the Company adjusted the fair value of the property’s mortgage to the current carrying value of the property.
(2)The Company recorded an impairment charge of $25.8 million during the year ended December 31, 2024 for its 400 E. 67th Street property. As a result, the Company adjusted the fair value of the 400 E. 67th Street allocable mortgage balance to the property's current carrying value as of December 31, 2024.
v3.25.1
Stockholders’ Equity (Tables)
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Schedule of Stock by Class
The following table shows the shares issued in relation to the advisory and property management agreements as of March 31, 2025 and 2024:
Period of IssuanceRecipientAgreementShares IssuedClosing Share Price
March 2024The AdvisorAdvisory Agreement70,607$7.54
v3.25.1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Ground Lease Rent Payments
The following table reflects the ground lease rent payments due from the Company and a reconciliation to the net present value of those payments as of March 31, 2025:
(In thousands)Future Base Rent Payments
2025 (remainder)$3,560 
20264,746 
20274,746 
20284,746 
20294,746 
Thereafter183,516 
Total lease payments206,060 
Less: Effects of discounting(151,488)
Total present value of lease payments$54,572 
v3.25.1
Related Party Transactions and Arrangements (Tables)
3 Months Ended
Mar. 31, 2025
Related Party Transactions [Abstract]  
Schedule of Fees, Expenses and Related Payables
The following table details amounts incurred in connection with the Company’s operations-related services described above as of and for the periods presented:
Three Months Ended March 31,Payable (receivable) as of
(In thousands)20252024March 31, 2025December 31, 2024
Ongoing fees: 
Asset and property management fees to related parties (1)
$1,868 $1,903 $267 $317 
Professional fees and other reimbursements (2)
1,634 1,392 — — 
Total related party operation fees and reimbursements
$3,502 $3,295 $267 $317 
________
(1)During the three months ended March 31, 2025 and 2024, approximately $0.0 million and $0.5 million, respectively, of this expense was for the asset and property management fees paid in shares of the Company’s Class A common stock (see above) in lieu of cash.
(2)Amounts for the three months ended March 31, 2025 and 2024 are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss.
v3.25.1
Equity-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Equity Based Compensation
The following table displays restricted share award activity during the three months ended March 31, 2025:
Number of
Restricted Shares
Weighted-Average Issue Price
Unvested, December 31, 2024101,197 $14.19 
Granted— — 
Vested(408)15.44 
Forfeitures— — 
Unvested, March 31, 2025
100,789 $14.18 
v3.25.1
Net Loss Per Share (Tables)
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following is a summary of the basic and diluted net loss per share computation for the periods presented:
Three Months Ended March 31,
(In thousands, except share and per share data)20252024
Net loss attributable to common stockholders (in thousands)
$(8,592)$(7,608)
Adjustments to net loss attributable to common stockholders— — 
Adjusted net loss attributable to common stockholders$(8,592)$(7,608)
Weighted average shares outstanding — Basic and Diluted 2,533,557 2,322,594 
Net loss per share attributable to common stockholders — Basic and Diluted $(3.39)$(3.28)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented.
Three Months Ended March 31,
20252024
Unvested restricted shares (1)
100,798 35,025 
Total weighted-average anti-dilutive common share equivalents100,798 35,025 
_______
(1)There were 100,789 and 34,837 unvested restricted shares outstanding as of March 31, 2025 and 2024, respectively.
v3.25.1
Organization (Details)
ft² in Millions
Mar. 31, 2025
ft²
property
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of real estate properties | property 6
Net rentable area (sqft) | ft² 1.0
v3.25.1
Summary of Significant Accounting Policies (Details)
3 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
Weighted average remaining lease term 5 years 4 months 24 days
v3.25.1
Real Estate Investments - Schedule of Amortization and Accretion of Market Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Total included in revenue from tenants $ (124) $ (55)
Depreciation and Amortization    
Finite-Lived Intangible Assets [Line Items]    
Amortization of leases and other intangibles 380 757
Depreciation and Amortization | In-place leases    
Finite-Lived Intangible Assets [Line Items]    
Amortization of leases and other intangibles 380 580
Depreciation and Amortization | Other intangibles    
Finite-Lived Intangible Assets [Line Items]    
Amortization of leases and other intangibles 0 177
Rental Income    
Finite-Lived Intangible Assets [Line Items]    
Below-market lease liabilities (172) (213)
Rental Income | Above-market lease intangibles    
Finite-Lived Intangible Assets [Line Items]    
Amortization of leases and other intangibles 35 145
Rental Income | Total included in revenue from tenants    
Finite-Lived Intangible Assets [Line Items]    
Total included in revenue from tenants (137) (68)
Property Operating Expense | Below-market ground lease, included in property operating expenses    
Finite-Lived Intangible Assets [Line Items]    
Amortization of leases and other intangibles $ 12 $ 12
v3.25.1
Real Estate Investments - Schedule of Future Amortization Expense (Details)
$ in Thousands
Mar. 31, 2025
USD ($)
Below Market Lease, Amortization Income,Net Of Fnite Lived Intangible Assets, Maturity Schedule [Abstract]  
2025 (remainder) $ (196)
2026 (66)
2027 (63)
2028 (68)
2029 (57)
2030 63
Depreciation and Amortization  
Finite-Lived Intangible Assets, Net [Abstract]  
2025 (remainder) 726
2026 632
2027 624
2028 584
2029 385
2030 385
Depreciation and Amortization | In-place leases  
Finite-Lived Intangible Assets, Net [Abstract]  
2025 (remainder) 726
2026 632
2027 624
2028 584
2029 385
2030 385
Rental Income  
Below-market lease liabilities  
2025 (remainder) (284)
2026 (183)
2027 (180)
2028 (180)
2029 (142)
2030 (22)
Rental Income | Above-market lease intangibles  
Finite-Lived Intangible Assets, Net [Abstract]  
2025 (remainder) 88
2026 117
2027 117
2028 112
2029 85
2030 $ 85
v3.25.1
Real Estate Investments - Narrative (Details) - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Real Estate Investments, Net [Abstract]    
Impairments of real estate investments $ 0 $ 0
v3.25.1
Mortgage Notes Payable, Net - Schedule of Mortgage Notes Payable, Net (Details)
$ in Thousands
Mar. 31, 2025
USD ($)
property
Dec. 31, 2024
USD ($)
Debt Instrument [Line Items]    
Mortgage notes payable, gross $ 350,000  
Mortgage notes payable, net $ 347,637 $ 347,384
Mortgages Note Payable    
Debt Instrument [Line Items]    
Encumbered Properties | property 6  
Mortgage notes payable, gross $ 350,000 350,000
Less: deferred financing costs, net (2,363) (2,616)
Mortgage notes payable, net $ 347,637 347,384
Effective Interest Rate 4.43%  
Mortgage note payable — 123 William Street | Mortgages Note Payable    
Debt Instrument [Line Items]    
Encumbered Properties | property 1  
Mortgage notes payable, gross $ 140,000 140,000
Effective Interest Rate 4.74%  
Mortgage note payable — 1140 Avenue of the Americas | Mortgages Note Payable    
Debt Instrument [Line Items]    
Encumbered Properties | property 1  
Mortgage notes payable, gross $ 99,000 99,000
Effective Interest Rate 4.18%  
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Mortgages Note Payable    
Debt Instrument [Line Items]    
Encumbered Properties | property 2  
Mortgage notes payable, gross $ 50,000 50,000
Effective Interest Rate 4.59%  
Mortgage note payable — 8713 Fifth Avenue | Mortgages Note Payable    
Debt Instrument [Line Items]    
Encumbered Properties | property 1  
Mortgage notes payable, gross $ 10,000 10,000
Effective Interest Rate 5.05%  
Mortgage note payable — 196 Orchard Street | Mortgages Note Payable    
Debt Instrument [Line Items]    
Encumbered Properties | property 1  
Mortgage notes payable, gross $ 51,000 $ 51,000
Effective Interest Rate 3.85%  
v3.25.1
Mortgage Notes Payable, Net - Narrative (Details)
$ in Thousands
1 Months Ended 3 Months Ended
Mar. 31, 2025
USD ($)
Mar. 31, 2025
USD ($)
quarter
Apr. 07, 2025
USD ($)
Dec. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Debt Instrument [Line Items]          
Debt instrument, collateral amount $ 488,100 $ 488,100      
Mortgage notes payable, gross 350,000 350,000      
Mortgages          
Debt Instrument [Line Items]          
Mortgage notes payable, gross 350,000 350,000   $ 350,000  
Mortgage note payable — 1140 Avenue of the Americas | Mortgages          
Debt Instrument [Line Items]          
Mortgage notes payable, gross 99,000 $ 99,000   99,000  
Number of consecutive quarters without causing a default event | quarter   2      
Restricted cash 1,200 $ 1,200   1,600  
Mortgage note payable — 1140 Avenue of the Americas | Mortgages | Subsequent Event          
Debt Instrument [Line Items]          
Mortgage notes payable, gross     $ 99,000    
Interest rate (as a percent)     4.109%    
Mortgage note payable — 8713 Fifth Avenue | Mortgages          
Debt Instrument [Line Items]          
Mortgage notes payable, gross 10,000 $ 10,000   10,000  
Number of consecutive quarters without causing a default event | quarter   2      
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage          
Debt Instrument [Line Items]          
Restricted cash 4,400 $ 4,400   4,200  
Cash due to loan reserve account         $ 1,000
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Mortgages          
Debt Instrument [Line Items]          
Mortgage notes payable, gross 50,000 $ 50,000   $ 50,000  
Lease sweep period   12 months      
Default interest expense $ 3,300        
v3.25.1
Mortgage Notes Payable, Net - Schedule of Aggregate Principal Payments (Details)
$ in Thousands
Mar. 31, 2025
USD ($)
Debt Disclosure [Abstract]  
2025 (remainder) (1) $ 0
2026 99,000
2027 140,000
2028 60,000
2029 51,000
2030 0
Thereafter 0
Mortgage notes payable, gross $ 350,000
v3.25.1
Fair Value of Financial Instruments - Schedule of Financial Instruments that are Not Reported at Fair Value (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Impairments of real estate investments $ 0 $ 0    
Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 350,000,000   $ 350,000,000  
Significant Unobservable Inputs | Fair Value | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 290,246,000   287,460,000  
Mortgage note payable — 1140 Avenue of the Americas | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Impairments of real estate investments       $ 66,100,000
Mortgage note payable — 1140 Avenue of the Americas | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 99,000,000   99,000,000  
Mortgage note payable — 1140 Avenue of the Americas | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 69,238,000   69,238,000  
Mortgage note payable — 123 William Street | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 140,000,000   140,000,000  
Mortgage note payable — 123 William Street | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 134,068,000   132,474,000  
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Impairments of real estate investments     25,800,000  
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 50,000,000   50,000,000  
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 31,671,000   31,671,000  
Mortgage note payable — 8713 Fifth Avenue | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 10,000,000   10,000,000  
Mortgage note payable — 8713 Fifth Avenue | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 9,348,000   9,181,000  
Mortgage note payable — 196 Orchard Street | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable 51,000,000   51,000,000  
Mortgage note payable — 196 Orchard Street | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgage notes payable $ 45,921,000   $ 44,896,000  
v3.25.1
Stockholders’ Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended
May 31, 2020
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock, shares outstanding (in shares)   2,634,355   2,634,355
Related party transaction, amount   $ 3,502 $ 3,295  
Preferred stock, par value (in dollars per share)   $ 0.01   $ 0.01
Common Class A        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Conversion of stock, shares issued (in shares) 1      
Common Class B        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Conversion of stock, shares issued (in shares) 1      
Series A Preferred Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Preferred stock, par value (in dollars per share) $ 0.01      
Right to purchase share, price per one one-thousandth of a share (in dollars per share) $ 55.00      
Right to receives shares, shares per right (in shares) 0.055      
Property Management and Leasing Fees, Paid with Shares        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock issued to the Advisor (in shares)   0    
Related party transaction, amount   $ 0 $ 500  
v3.25.1
Stockholders’ Equity - Schedule of Stock by Class (Details) - Related Party - Common Class A
1 Months Ended
Mar. 31, 2024
$ / shares
shares
Class of Stock [Line Items]  
Shares Issued (in shares) | shares 70,607
Closing Share Price (in dollars per share) | $ / shares $ 7.54
v3.25.1
Commitments and Contingencies - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]      
Weighted average remaining lease term 41 years 9 months 18 days    
Weighted average discount rate 8.60%    
Operating lease right-of-use asset $ 54,458   $ 54,514
Operating lease liability 54,572   $ 54,592
Cash paid for lease liabilities 1,200 $ 1,200  
Lease expense $ 1,200 $ 1,200  
v3.25.1
Commitments and Contingencies - Schedule of Ground Lease Rent Payments (Details) - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]    
2025 (remainder) $ 3,560  
2026 4,746  
2027 4,746  
2028 4,746  
2029 4,746  
Thereafter 183,516  
Total lease payments 206,060  
Less: Effects of discounting (151,488)  
Total present value of lease payments $ 54,572 $ 54,592
v3.25.1
Related Party Transactions and Arrangements - Narrative (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended
Apr. 13, 2018
Mar. 31, 2024
USD ($)
Mar. 31, 2025
USD ($)
$ / shares
shares
Sep. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2024
shares
Mar. 29, 2024
Jun. 29, 2020
Related Party Transaction [Line Items]                
Common stock, shares outstanding (in shares) | shares     2,634,355     2,634,355    
Renewal term     5 years          
Period prior to expiration date needed to terminate agreement     180 days          
Related party transaction, amount     $ 3,502   $ 3,295      
Professional Fees and Other Reimbursements                
Related Party Transaction [Line Items]                
Related party transaction, amount     1,634   1,392      
New York City Reit Advisors, LLC | Property Management Fees                
Related Party Transaction [Line Items]                
Related party transaction, amount     400   400      
New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses                
Related Party Transaction [Line Items]                
Related party transaction, amount     $ 1,600   1,200      
American Strategic Investment Co. | Bellevue                
Related Party Transaction [Line Items]                
Ownership percentage     56.80%     54.40%    
Related Party                
Related Party Transaction [Line Items]                
Common stock, shares outstanding (in shares) | shares     536,252     536,252    
Management fee expense     $ 1,500   1,500      
Renewal basis percentage     66.00%          
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement                
Related Party Transaction [Line Items]                
Related party transaction, termination fee     $ 15,000          
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement                
Related Party Transaction [Line Items]                
Base asset management fee as a percentage of benchmark     $ 500          
Asset management fee, percentage of benchmark     1.25%          
Variable management fee as a percentage of benchmark     10.00%          
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement | Performance-Based Equity Award                
Related Party Transaction [Line Items]                
Variable management fee as a percentage of benchmark     15.00%          
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement | Minimum                
Related Party Transaction [Line Items]                
Dividend to common stockholders (in dollars per share) | $ / shares     $ 0.05          
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement, Core Earnings Per Adjusted Share                
Related Party Transaction [Line Items]                
Variable management fee (in dollars per share) | $ / shares     0.1944          
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement, Core Earnings Per Adjusted Share | Performance-Based Equity Award                
Related Party Transaction [Line Items]                
Variable management fee (in dollars per share) | $ / shares     $ 0.1458          
Related Party | New York City Reit Advisors, LLC | Gross Revenue, Stand-alone Single-tenant Net Leased Properties                
Related Party Transaction [Line Items]                
Percentage of management fees earned 4.00%           3.25%  
Related party initial term 1 year              
Related party extended initial term 1 year              
Other related parties terminate notice period 60 days              
Related Party | New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses                
Related Party Transaction [Line Items]                
Related party transaction related to administrative and overhead expenses     $ 600   300      
Related party transactions related to salaries, wages and benefits     1,100   900      
Related Party | New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses | Maximum                
Related Party Transaction [Line Items]                
Related party transaction related to administrative and overhead expenses     400          
Asset cost     $ 1,250,000          
Related party transactions related to salaries, wages and benefits   $ 3,000   $ 3,000 $ 2,600      
Related Party | New York City Reit Advisors, LLC | Reimbursement of Administrative and Overhead Expenses | Maximum                
Related Party Transaction [Line Items]                
Operating expenses as a percentage of benchmark     0.10%          
Related Party | New York City Reit Advisors, LLC | Reimbursement of Wage and Benefit Expenses | Maximum                
Related Party Transaction [Line Items]                
Operating expenses as a percentage of benchmark     0.30%          
Related Party | New York City Reit Advisors, LLC | Termination Prior to June 30, 2020 | The Second Advisory Agreement                
Related Party Transaction [Line Items]                
Termination fee multiplier               3
Related Party | New York City Reit Advisors, LLC | Termination After June 30, 2020 | The Second Advisory Agreement                
Related Party Transaction [Line Items]                
Termination fee multiplier               4
Related Party | New York City Reit Advisors, LLC | Actual Base Management Fee | The Second Advisory Agreement                
Related Party Transaction [Line Items]                
Termination fee multiplier               12
Related Party | New York City Reit Advisors, LLC | Actual Variable Management Fee | The Second Advisory Agreement                
Related Party Transaction [Line Items]                
Termination fee multiplier               4
v3.25.1
Related Party Transactions and Arrangements - Schedule of Fees, Expenses and Related Payables (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Related Party Transaction [Line Items]      
Related party transaction, amount $ 3,502 $ 3,295  
Payable (receivable) as of 15,729   $ 15,302
Related Party      
Related Party Transaction [Line Items]      
Payable (receivable) as of 267   317
Asset and property management fees to related parties      
Related Party Transaction [Line Items]      
Related party transaction, amount 1,868 1,903  
Asset and property management fees to related parties | Related Party      
Related Party Transaction [Line Items]      
Payable (receivable) as of 267   317
Professional fees and other reimbursements      
Related Party Transaction [Line Items]      
Related party transaction, amount 1,634 1,392  
Professional fees and other reimbursements | Related Party      
Related Party Transaction [Line Items]      
Payable (receivable) as of 0   $ 0
Property management and leasing fees, paid with shares      
Related Party Transaction [Line Items]      
Related party transaction, amount $ 0 $ 500  
v3.25.1
Equity-Based Compensation - Narrative (Details)
1 Months Ended 3 Months Ended
Aug. 18, 2020
USD ($)
Aug. 31, 2017
USD ($)
Mar. 31, 2022
shares
Mar. 31, 2025
USD ($)
shares
Sep. 30, 2024
shares
Mar. 31, 2024
USD ($)
employee
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Equity-based compensation | $       $ 92,000   $ 54,000
2020 Equity Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Restricted shares vesting period       10 years    
Common stock, shares authorized for grant, percentage       20.00%    
Number of shares available for awards under the advisor plan (in shares) | shares       1    
Unvested Restricted Shares            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Restricted shares vesting period         5 years  
Unvested Restricted Shares | Director            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Shares issued in period (in shares) | shares         21,216  
Unvested Restricted Shares | Related Party            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of employees that terminated employment | employee           3
Forfeitures (in shares) | shares           953
Unvested Restricted Shares | Share-based Payment Arrangement, Nonemployee            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Shares granted (in shares) | shares     25,000      
Unvested Restricted Shares | Year 1            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Periodic vesting percentage         20.00%  
Unvested Restricted Shares | Year 2            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Periodic vesting percentage         20.00%  
Unvested Restricted Shares | Year 4            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Periodic vesting percentage         20.00%  
Unvested Restricted Shares | Year 5            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Periodic vesting percentage         20.00%  
Unvested Restricted Shares | Year 3            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Periodic vesting percentage         20.00%  
Unvested Restricted Shares | Restricted Share Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Value of shares granted | $ $ 65,000 $ 30,000   $ 30,000    
Restricted shares vesting period       5 years    
Nonvested awards, compensation cost not yet recognized | $       $ 1,000,000    
Unrecognized compensation period       2 years 9 months 18 days    
Equity-based compensation | $       $ 100,000   $ 100,000
Unvested Restricted Shares | Restricted Share Plan | Year 1            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Periodic vesting percentage       20.00%    
v3.25.1
Equity-Based Compensation - Schedule of Restricted Share Activity (Details) - Restricted Share Plan - Unvested Restricted Shares
3 Months Ended
Mar. 31, 2025
$ / shares
shares
Number of Restricted Shares  
Beginning balance, unvested (in shares) | shares 101,197
Granted (in shares) | shares 0
Vested (in shares) | shares (408)
Forfeitures (in shares) | shares 0
Ending balance, unvested (in shares) | shares 100,789
Weighted-Average Issue Price  
Unvested beginning balance (in dollars per share) | $ / shares $ 14.19
Granted (in dollars per share) | $ / shares 0
Vested (in dollars per share) | $ / shares 15.44
Forfeitures (in dollars per share) | $ / shares 0
Unvested ending balance (in dollars per share) | $ / shares $ 14.18
v3.25.1
Income Taxes (Details) - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Income Tax Disclosure [Abstract]    
Deferred tax asset, valuation allowance (as a percent) 100.00%  
Effective tax rate (as a percent) 0.00% 0.00%
Income tax expense $ 0  
v3.25.1
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Equity [Abstract]    
Net loss attributable to common stockholders $ (8,592) $ (7,608)
Adjustments to net loss attributable to common stockholders 0 0
Adjusted net loss attributable to common stockholders $ (8,592) $ (7,608)
Weighted-average shares outstanding — Basic (in shares) 2,533,557 2,322,594
Weighted-average shares outstanding — Diluted (in shares) 2,533,557 2,322,594
Net loss per share attributable to common stockholders - Basic (in dollars per share) $ (3.39) $ (3.28)
Net loss per share attributable to common stockholders - Diluted (in dollars per share) $ (3.39) $ (3.28)
v3.25.1
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total weighted-average anti-dilutive common share equivalents (in shares) 100,798 35,025
Unvested Restricted Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Unvested restricted shares outstanding (in shares) 100,789 34,837
Unvested Restricted Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total weighted-average anti-dilutive common share equivalents (in shares) 100,798 35,025
v3.25.1
Segment Reporting (Details)
3 Months Ended
Mar. 31, 2025
segment
Segment Reporting [Abstract]  
Number of operating segments 1
Number of reportable segments 1

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