UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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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:
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
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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
As of November 2, 2023, there were
TABLE OF CONTENTS
Page |
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PART I – FINANCIAL INFORMATION |
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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS |
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ITEM 1. |
CONDENSED FINANCIAL STATEMENTS |
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CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022 |
3 |
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CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
4 |
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
5 |
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CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
6 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
7 |
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
20 |
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
27 |
ITEM 4. |
CONTROLS AND PROCEDURES |
27 |
PART II – OTHER INFORMATION |
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ITEM 1. |
LEGAL PROCEEDINGS |
28 |
ITEM 1A. |
RISK FACTORS |
28 |
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES |
28 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 28 |
ITEM 4. |
MINE SAFETY DISCLOSURE |
28 |
ITEM 5. | OTHER INFORMATION | 28 |
ITEM 6. |
EXHIBITS |
29 |
SIGNATURES |
30 |
PART I – FINANCIAL INFORMATION
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for Clipper Realty Inc. (the “Company”), including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Company’s financial position, business strategy and the plans, objectives, expectations, or assumptions of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “continue,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes are intended to identify forward-looking statements, which are generally not historical in nature. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks, contingencies and uncertainties include, but are not limited to, the following:
● |
the impact of the recent increase in inflation in the United States which could increase the cost of acquiring, replacing and operating our properties |
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market and economic conditions affecting occupancy levels, rental rates, the overall market value of our properties, our access to capital and the cost of capital and our ability to refinance indebtedness; |
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economic or regulatory developments in New York City; |
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the single government tenant in our commercial buildings may suffer financial difficulty; |
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changes in rent stabilization regulations or claims by tenants in rent-stabilized units that their rents exceed specified maximum amounts under current regulations; |
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our ability to control operating costs to the degree anticipated; |
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the risk of damage to our properties, including from severe weather, natural disasters, climate change, and terrorist attacks; |
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risks related to financing, cost overruns, and fluctuations in occupancy rates and rents resulting from development or redevelopment activities and the risk that we may not be able to pursue or complete development or redevelopment activities or that such development or redevelopment activities may not be profitable; |
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concessions or significant capital expenditures that may be required to attract and retain tenants; |
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the relative illiquidity of real estate investments; |
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competition affecting our ability to engage in investment and development opportunities or attract or retain tenants; |
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unknown or contingent liabilities in properties acquired in formative and future transactions; |
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the possible effects of departure of key personnel in our management team on our investment opportunities and relationships with lenders and prospective business partners; |
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conflicts of interest faced by members of management relating to the acquisition of assets and the development of properties, which may not be resolved in our favor; |
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a transfer of a controlling interest in any of our properties that may obligate us to pay transfer tax based on the fair market value of the real property transferred; |
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the need to establish litigation reserves, costs to defend litigation and unfavorable litigation settlements or judgments; and |
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other risks and risk factors or uncertainties identified from time to time in our filings with the SEC. |
These forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to revise or update these statements to reflect subsequent events or circumstances.
ITEM 1. CONDENSED FINANCIAL STATEMENTS
Clipper Realty Inc.
Consolidated Balance Sheets
(In thousands, except for share and per share data)
September 30, 2023 |
December 31, 2022 |
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(unaudited) |
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ASSETS |
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Investment in real estate |
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Land and improvements |
$ | $ | ||||||
Building and improvements |
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Tenant improvements |
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Furniture, fixtures and equipment |
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Real estate under development |
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Total investment in real estate |
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Accumulated depreciation |
( |
) |
( |
) |
||||
Investment in real estate, net |
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Cash and cash equivalents |
||||||||
Restricted cash |
||||||||
Tenant and other receivables, net of allowance for doubtful accounts of $ |
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Deferred rent |
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Deferred costs and intangible assets, net |
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Prepaid expenses and other assets |
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TOTAL ASSETS |
$ | $ | ||||||
LIABILITIES AND EQUITY | ||||||||
Liabilities: |
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Notes payable, net of unamortized loan costs of $ |
$ | $ | ||||||
Accounts payable and accrued liabilities |
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Security deposits |
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Below-market leases, net |
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Other liabilities |
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TOTAL LIABILITIES |
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Equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in-capital |
||||||||
Accumulated deficit |
( |
) |
( |
) |
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Total stockholders’ equity |
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Non-controlling interests |
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TOTAL EQUITY |
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TOTAL LIABILITIES AND EQUITY |
$ | $ |
See accompanying notes to these consolidated financial statements.
Clipper Realty Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
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REVENUES |
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Residential rental income |
$ | $ | $ | $ | ||||||||||||
Commercial rental income |
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TOTAL REVENUES |
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OPERATING EXPENSES | ||||||||||||||||
Property operating expenses |
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Real estate taxes and insurance |
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General and administrative |
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Transaction pursuit costs |
( |
) | ||||||||||||||
Depreciation and amortization |
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TOTAL OPERATING EXPENSES |
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INCOME FROM OPERATIONS |
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Interest expense, net |
( |
) |
( |
) |
( |
) |
( |
) |
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Loss on extinguishment of debt |
( |
) |
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Net loss |
( |
) |
( |
) |
( |
) |
( |
) |
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Net loss attributable to non-controlling interests |
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Net loss attributable to common stockholders |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
||||
Basic and diluted net loss per share |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
See accompanying notes to these consolidated financial statements.
Clipper Realty Inc.
Consolidated Statements of Changes in Equity
(In thousands, except for share data)
(Unaudited)
Number of common shares |
Common stock |
Additional paid-in- capital |
Accumulated deficit |
Total stockholders' equity |
Non- controlling interests |
Total equity |
||||||||||||||||||||||
Balance December 31, 2022 |
$ | $ | $ | ( |
) |
$ | $ | $ | ||||||||||||||||||||
Amortization of LTIP grants |
— | — | — | — | — | |||||||||||||||||||||||
Dividends and distributions |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Net loss |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Reallocation of noncontrolling interests |
— | ( |
) |
|||||||||||||||||||||||||
Balance March 31, 2023 |
$ | $ | $ | ( |
) |
$ | $ | $ | ||||||||||||||||||||
Amortization of LTIP grants |
— | |||||||||||||||||||||||||||
Dividends and distributions |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Net loss |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Reallocation of noncontrolling interests |
— | ( |
) |
|||||||||||||||||||||||||
Balance June 30, 2023 |
$ | $ | $ | ( |
) |
$ | $ | $ | ||||||||||||||||||||
Amortization of LTIP grants |
— | |||||||||||||||||||||||||||
Dividends and distributions |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Net loss |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Reallocation of noncontrolling interests |
— | ( |
) |
|||||||||||||||||||||||||
Balance September 30, 2023 |
$ | $ | $ | ( |
) |
$ | $ | $ |
Number of common shares |
Common stock |
Additional paid-in- capital |
Accumulated deficit |
Total stockholders' equity |
Non- controlling interests |
Total equity |
||||||||||||||||||||||
Balance December 31, 2021 |
$ | $ | $ | ( |
) |
$ | $ | $ | ||||||||||||||||||||
Cumulative-effect adjustment |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||
Amortization of LTIP grants |
— | |||||||||||||||||||||||||||
Dividends and distributions |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Net loss |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Reallocation of noncontrolling interests |
— | ( |
) |
|||||||||||||||||||||||||
Balance March 31, 2022 |
$ | $ | $ | ( |
) |
$ | $ | $ | ||||||||||||||||||||
Amortization of LTIP grants |
— | |||||||||||||||||||||||||||
Dividends and distributions |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Net loss |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Reallocation of noncontrolling interests |
— | ( |
) |
|||||||||||||||||||||||||
Balance June 30, 2022 |
$ | $ | $ | ( |
) |
$ | $ | $ | ||||||||||||||||||||
Amortization of LTIP grants |
— | |||||||||||||||||||||||||||
Dividends and distributions |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Net loss |
— | ( |
) |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||
Reallocation of noncontrolling interests |
— | ( |
) |
|||||||||||||||||||||||||
Balance September 30, 2022 |
$ | $ | $ | ( |
) |
$ | $ | $ |
See accompanying notes to these consolidated financial statements.
Clipper Realty Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended September 30, |
||||||||
2023 |
2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss |
$ | ( |
) |
$ | ( |
) |
||
Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation |
||||||||
Amortization of deferred financing costs |
||||||||
Amortization of deferred costs and intangible assets |
||||||||
Amortization of above- and below-market leases |
( |
) |
( |
) |
||||
Loss on extinguishment of debt |
||||||||
Deferred rent |
( |
) |
||||||
Stock-based compensation |
||||||||
Bad debt expense |
( |
) |
( |
) |
||||
Changes in operating assets and liabilities: |
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Tenant and other receivables |
( |
) | ( |
) | ||||
Prepaid expenses, other assets and deferred costs |
||||||||
Accounts payable and accrued liabilities |
( |
) |
( |
) |
||||
Security deposits |
||||||||
Other liabilities |
||||||||
Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Additions to land, buildings, and improvements |
( |
) |
( |
) |
||||
Return of acquisition deposits |
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Cash paid in connection with acquisition of real estate |
( |
) |
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Net cash used in investing activities |
( |
) |
( |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Payments of mortgage notes |
( |
) | ( |
) |
||||
Proceeds from mortgage notes |
||||||||
Dividends and distributions |
( |
) |
( |
) |
||||
Loan issuance and extinguishment costs |
( |
) |
( |
) |
||||
Net cash provided by financing activities |
||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash |
( |
) |
||||||
Cash and cash equivalents and restricted cash - beginning of period |
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Cash and cash equivalents and restricted cash - end of period |
$ | $ | ||||||
Cash and cash equivalents and restricted cash – beginning of period: |
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Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Total cash and cash equivalents and restricted cash – beginning of period |
$ | $ | ||||||
Cash and cash equivalents and restricted cash – end of period: |
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Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Total cash and cash equivalents and restricted cash – end of period |
$ | $ | ||||||
Supplemental cash flow information: |
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Cash paid for interest, net of capitalized interest of $ |
$ | $ | ||||||
Non-cash interest capitalized to real estate under development |
||||||||
Additions to investment in real estate included in accounts payable and accrued liabilities |
See accompanying notes to these consolidated financial statements.
Clipper Realty Inc.
Notes to Condensed Consolidated Financial Statements
(In thousands, except for share and per share data and as noted)
(Unaudited)
INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited condensed consolidated financial statements of Clipper Realty Inc. (the “Company” or “we”) and subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading when read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023. Note that any references to square footage and unit count are outside the scope of our Independent registered public accounting firm’s review.
The financial information presented reflects all adjustments (consisting of normal recurring adjustments) which are, in our opinion, necessary for a fair presentation of the results of operations, cash flows and financial position for the interim periods presented. These results are not necessarily indicative of a full year’s results of operations.
1. Organization
As of September 30, 2023, the properties owned by the Company consist of the following (collectively, the “Properties”):
• |
Tribeca House in Manhattan, comprising |
• |
Flatbush Gardens in Brooklyn, a |
• |
141 Livingston Street in Brooklyn, a |
• |
250 Livingston Street in Brooklyn, a |
• |
Aspen in Manhattan, a |
• |
Clover House in Brooklyn, a |
• |
10 West 65th Street in Manhattan, a |
• |
1010 Pacific Street in Brooklyn, |
• |
the Dean Street property in Brooklyn, which the Company plans to redevelop as a |
During 2019, we entered into a joint venture in which we own a
On June 29, 2023 the Company’s Flatbush Gardens property entered into a 40 year regulatory agreement under Article 11 of the Private Housing Finance Law with the New York City Department Housing Preservation and Development (“Article 11 Agreement”). For the full term of the agreement, Flatbush Gardens received a full exemption from property taxes, committed to maintain rents with existing area median income groups, received eligibility for incremental rental assistance payments under Section 610 of the Private Housing Financing Law for tenants receiving government rental assistance, committed to lease 249 units to formerly homeless families and provide certain services as units become vacant, and committed to pay prevailing wage rates to employees of the property as defined under New York City regulations. The property also committed to a 3-year capital improvements plan. As part of the agreement, a new not-for-profit Corporation, Flatbush Gardens Housing Development Fund Corporation (“HDFC”), became nominal owner of the Flatbush Gardens properties. This has no effect on the beneficial operations and finances of the properties but provides HDFC with certain consent rights for transfers and financings of the properties. (See Note 8 Commitments and Contingencies).
The operations of Clipper Realty Inc. and its consolidated subsidiaries are carried on primarily through the Operating Partnership. The Company has elected to be taxed as a Real Estate Investment Trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code (the “Code”). The Company is the sole general partner of the Operating Partnership and the Operating Partnership is the sole managing member of the LLCs that comprised the Predecessor.
At September 30, 2023, the Company’s interest, through the Operating Partnership, in the LLCs that own the properties generally entitles it to
The Company determined that the Operating Partnership and the LLCs are variable interest entities (“VIEs”) and that the Company had control over these entities and was the primary beneficiary. The assets and liabilities of these VIEs represented substantially all of the Company’s assets and liabilities.
2. Significant Accounting Policies
Segments
At September 30, 2023, the Company had
reportable operating segments, Residential Rental Properties and Commercial Rental Properties. The Company’s chief operating decision maker may review operational and financial data on a property basis.
Basis of Consolidation
The accompanying consolidated financial statements of the Company are prepared in accordance with GAAP. The effect of all intercompany balances has been eliminated. The consolidated financial statements include the accounts of all entities in which the Company has a controlling interest. The ownership interests of other investors in these entities are recorded as non-controlling interests.
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 commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these estimates.
Investment in Real Estate
Real estate assets held for investment are carried at historical cost and consist of land, buildings and improvements, furniture, fixtures and equipment. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditures for improvements, renovations, and replacements of real estate assets are capitalized and depreciated over their estimated useful lives if the expenditures qualify as betterment or the life of the related asset will be substantially extended beyond the original life expectancy.
In accordance with ASU 2018-01, "Business Combinations – Clarifying the Definition of a Business,” the Company evaluates each acquisition of real estate or in-substance real estate to determine if the integrated set of assets and activities acquired meets the definition of a business and needs to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:
• |
Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or |
• |
The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., revenue generated before and after the transaction). |
An acquired process is considered substantive if:
• |
The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce) that is skilled, knowledgeable and experienced in performing the process: |
• |
The process cannot be replaced without significant cost, effort or delay; or |
• |
The process is considered unique or scarce. |
Generally, the Company expects that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e., land, buildings and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.
Upon acquisition of real estate, the Company assesses the fair values of acquired tangible and intangible assets including land, buildings, tenant improvements, above-market and below-market leases, in-place leases and any other identified intangible assets and assumed liabilities. The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values. In estimating fair value of tangible and intangible assets acquired, the Company assesses and considers fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates, estimates of replacement costs, net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
The Company records acquired above-market and below-market lease values initially based on the present value, using a discount rate which reflects the risks associated with the leases acquired based on the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed renewal options for the below-market leases. Other intangible assets acquired include amounts for in-place lease values and tenant relationship values (if any) that are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. A property’s value is impaired if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, a write-down is recorded and measured by the amount of the difference between the carrying value of the asset and the fair value of the asset. In the event that the Company obtains proceeds through an insurance policy due to impairment, the proceeds are offset against the write-down in calculating gain/loss on disposal of assets. Management of the Company does not believe that any of its properties within the portfolio are impaired as of September 30, 2023.
For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the assets less estimated cost to sell is less than the carrying value of the assets. Properties classified as real estate held-for-sale generally represent properties that are actively marketed or contracted for sale with closing expected to occur within the next twelve months. Real estate held-for-sale is carried at the lower of cost, net of accumulated depreciation, or fair value less cost to sell, determined on an asset-by-asset basis. Expenditures for ordinary repair and maintenance costs on held-for-sale properties are charged to expense as incurred. Expenditures for improvements, renovations and replacements related to held-for-sale properties are capitalized at cost. Depreciation is not recorded on real estate held-for-sale.
If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balances of the related intangibles are written off. The tenant improvements and origination costs are amortized to expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date).
Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
Building and improvements (in years) |
– | ||||
Tenant improvements |
Shorter of useful life or lease term |
||||
Furniture, fixtures and equipment (in years) |
– |
The capitalized above-market lease values are amortized as a reduction to base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. The value of in-place leases is amortized to expense over the remaining initial terms of the respective leases.
Cash and Cash Equivalents
Cash and cash equivalents are defined as cash on hand and in banks, plus all short-term investments with a maturity of three months or less when purchased. The Company maintains some of its cash in bank deposit accounts, which, at times, may exceed the federally insured limit. No losses have been experienced related to such accounts.
Restricted Cash
Restricted cash generally consists of escrows for future real estate taxes and insurance expenditures, repairs, capital improvements, loan reserves and security deposits.
Tenant and Other Receivables and Allowance for Doubtful Accounts
Tenant and other receivables are comprised of amounts due for monthly rents and other charges less allowance for doubtful accounts. As described more fully under Revenue Recognition below, in the first quarter of 2022 the Company adopted Accounting Standards Codification (“ASC”) 842 “Leases” which replaced guidance under ASC 840 and provided for transition from balances at December 31, 2021. In accordance with ASC 842, the Company performed a detailed review of amounts due from tenants to determine if accounts receivable balances and future lease payments were probable of collection, wrote off receivables not probable of collection and recorded a general reserve against revenues for receivables probable of collection for which a loss can be reasonably estimated. If management determines that the tenant receivable is not probable of collection it is written off against revenues. In addition, the Company records a general reserve under ASC 450. In connection with the adoption of ASC 842, the Company recorded a cumulative effect adjustment in the amount of $
Deferred Costs
Deferred lease costs consist of fees incurred to initiate and renew operating leases. Lease costs are being amortized using the straight-line method over the terms of the respective leases.
Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. These costs are amortized over the term of the financing and are recorded in interest expense in the consolidated statements of operations. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period the financing transaction is terminated.
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net income (loss) adjusted for changes in unrealized gains and losses, reported in equity, for financial instruments required to be reported at fair value under GAAP. For the three and nine months ended September 30, 2023 and 2022, the Company did not own any financial instruments for which the change in value was not reported in net income (loss); accordingly, its comprehensive income (loss) was its net income (loss) as presented in the consolidated statements of operations.
Revenue Recognition
As mentioned above under Tenant and Other Receivables and Allowance for Doubtful Accounts, effective the first quarter of 2022, the Company has adopted ASC 842, “Leases” which replaces the guidance under ASC 840. ASC 842 applies to the Company principally as lessor; as a lessee, the Company’s leases are immaterial. The Company has determined that all its leases as lessor are operating leases. The Company has elected to not bifurcate lease and non-lease components under a practical expedient provision. With respect to collectability, beginning the first quarter of 2022, the Company has written off all receivables not probable of collection and related deferred rent, and has recorded income for those tenants on a cash basis. When the probability assessment has changed for these receivables, the Company has recognized lease income to the extent of the difference between the lease income that would have been recognized if collectability had always been assessed as probable and the lease income recognized to date. For remaining receivables probable of collection, the Company has recorded a general reserve under ASC 450.
In the three and nine months ended September 30, 2023 the Company has charged revenue in the amount of $
In the three and nine months ended September 30, 2022, the Company has charged revenue in the amount of $
In transitioning to ASC 842 in the first quarter of 2022, the Company elected the modified retrospective approach to existing leases at the beginning of the quarter and has recorded a cumulative-effect adjustment in retained earnings using the above methods applied to balances as of December 31, 2021, of $
In accordance with the provisions of ASC 842, rental revenue for commercial leases is recognized on a straight-line basis over the terms of the respective leases. Deferred rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. Rental income attributable to residential leases and parking is recognized as earned, which is not materially different from the straight-line basis. Leases entered by residents for apartment units are generally for one-year terms, renewable upon consent of both parties on an annual or monthly basis.
Reimbursements for operating expenses due from tenants pursuant to their lease agreements are recognized as revenue in the period the applicable expenses are incurred. These costs generally include real estate taxes, utilities, insurance, common area maintenance costs and other recoverable costs and are recorded as part of commercial rental income in the consolidated statements of operations.
Stock-based Compensation
The Company accounts for stock-based compensation pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation.” As such, all equity-based awards are reflected as compensation expense in the Company’s consolidated statements of operations over their vesting period based on the fair value at the date of grant. In the event of a forfeiture, the previously recognized expense would be reversed.
As of September 30, 2023, and December 31, 2022, there were
In March 2023, the Company granted employees and non-employee directors
In April 2022, the Company granted employees and non-employee directors
Transaction Pursuit Costs
Transaction pursuit costs primarily reflect costs incurred for abandoned acquisition, disposition or other transaction pursuits.
During the three and nine-month periods ended September 30, 2023 transaction pursuit costs include $
Income Taxes
The Company elected to be taxed and to operate in a manner that will allow it to qualify as a REIT under the Code. To qualify as a REIT, the Company is required to distribute dividends equal to at least
In accordance with FASB ASC Topic 740, the Company believes that it has appropriate support for the income tax positions taken and, as such, does not have any uncertain tax positions that, if successfully challenged, could result in a material impact on its financial position or results of operations. The prior three years’ income tax returns are subject to review by the Internal Revenue Service.
Fair Value Measurements
Refer to Note 7, “Fair Value of Financial Instruments”.
Derivative Financial Instruments
FASB derivative and hedging guidance establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by FASB guidance, the Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation.
Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecast transactions, are considered cash flow hedges. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (loss) (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in the fair value or cash flows of the derivative hedging instrument with the changes in the fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value would be recognized in earnings. As of September 30, 2023 and December 31, 2022, the Company has no derivatives for which it applies hedge accounting.
Loss Per Share
Basic and diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding. As of September 30, 2023 and 2022, the Company had unvested LTIP units which provide for non-forfeitable rights to dividend-equivalent payments. Accordingly, these unvested LTIP units are considered participating securities and are included in the computation of basic and diluted net loss per share pursuant to the two-class method. The Company did
have dilutive securities as of September 30, 2023 or 2022.
The effect of the conversion of the
The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (unaudited):
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
(in thousands, except per share amounts) |
2023 |
2022 |
2023 |
2022 |
||||||||||||
Numerator |
||||||||||||||||
Net loss attributable to common stockholders |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
||||
Less: income attributable to participating securities |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Subtotal |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
||||
Denominator |
||||||||||||||||
Weighted-average common shares outstanding |
||||||||||||||||
Basic and diluted net loss per share attributable to common stockholders |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
Recently Issued Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables and other long-term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amends the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842). As a result, the adoption of the standard as of January 1, 2022 did not have a material impact on the consolidated financial statements.
In March 2020, FASB issued ASU 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (Topic 848). ASU 2020-04 provides temporary optional expedients and exceptions to ease financial reporting burdens related to applying current GAAP to modifications of contracts, hedging relationships and other transactions in connection with the transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective beginning on March 12, 2020, and may be applied prospectively to such transactions through December 31, 2022. We will apply ASU 2020-04 as and when we enter transactions to which this guidance applies.
In January 2021, FASB issued ASU 2021-01, “Reference Rate Reform” (Topic 848). ASU 2021-01 modifies ASC 848 (ASU 2020-04), which was intended to provide relief related to “contracts and transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform.” ASU 2021-01 expands the scope of ASC 848 to include all affected derivatives and give reporting entities the ability to apply certain aspects of the contract modification and hedge accounting expedients to derivative contracts affected by the discounting transition. ASU 2021-01 also adds implementation guidance to clarify which optional expedients in ASC 848 may be applied to derivative instruments that do not reference LIBOR or a reference rate that is expected to be discontinued, but that are being modified as a result of the discounting transition. The Company does not expect the adoption of ASU 2021-01 to have a material impact on its consolidated financial statements.
3. Acquisitions
During the nine months ended September 30, 2022 the Company acquired additional parcels of land for the Dean Street property, for $
4. Deferred Costs and Intangible Assets
Deferred costs and intangible assets consist of the following:
September 30, 2023 |
December 31, 2022 |
|||||||
(unaudited) |
||||||||
Deferred costs |
$ | $ | ||||||
Lease origination costs |
||||||||
In-place leases |
||||||||
Real estate tax abatements |
||||||||
Total deferred costs and intangible assets |
||||||||
Less accumulated amortization |
( |
) |
( |
) |
||||
Total deferred costs and intangible assets, net |
$ | $ |
Amortization of deferred costs, lease origination costs and in-place lease intangible assets was $
Deferred costs and intangible assets as of September 30, 2023, amortize in future years as follows:
2023 (Remainder) |
$ | |||
2024 |
||||
2025 |
||||
2026 |
||||
2027 |
||||
Thereafter |
||||
Total |
$ |
5. Notes Payable
The mortgages, loans and mezzanine notes payable collateralized by the properties, or the Company’s interest in the entities that own the properties and assignment of leases, are as follows:
Property |
Maturity |
Interest Rate |
September 30, 2023 |
December 31, 2022 |
|||||||||
Flatbush Gardens, Brooklyn, NY (a) |
6/1/2032 |
$ | $ | ||||||||||
250 Livingston Street, Brooklyn, NY (b) |
6/6/2029 |
||||||||||||
141 Livingston Street, Brooklyn, NY (c) |
3/6/2031 |
||||||||||||
Tribeca House, Manhattan, NY (d) |
3/6/2028 |
||||||||||||
Aspen, Manhattan, NY (e) |
7/1/2028 |
||||||||||||
Clover House, Brooklyn, NY (f) |
12/1/2029 |
||||||||||||
10 West 65th Street, Manhattan, NY (g) |
11/1/2027 |
|
|||||||||||
1010 Pacific Street, Brooklyn, NY (h) |
9/1/2024 |
|
|||||||||||
1010 Pacific Street, Brooklyn, NY (h) |
9/15/2025 | ||||||||||||
1010 Pacific Street, Brooklyn, NY (h) |
9/15/2025 | ||||||||||||
Dean Street, Brooklyn, NY (i) |
9/22/2023 |
|
|||||||||||
Dean Street, Brooklyn, NY (i) |
8/10/2026 |
|
|||||||||||
Dean Street, Brooklyn, NY (i) |
8/10/2026 |
|
|||||||||||
Total debt |
$ | $ | |||||||||||
Unamortized debt issuance costs |
( |
) |
( |
) |
|||||||||
Total debt, net of unamortized debt issuance costs |
$ | $ |
(a)
(b)
(c),
(d)
(e)
(f)
(g)
(h)
On August 10, 2021, the Company refinanced the above 1010 Pacific Street loan with a group of loans with AIG Asset Management (U.S.), LLC providing for maximum borrowings of $
On February 9, 2023 the Company refinanced this construction loan with a mortgage loan with Valley National Bank which provided for maximum borrowings of $
On September 15, 2023 the Company borrowed an additional $
In conjunction with the refinancing, the Company incurred $
(i)
On August 10, 2023, the “Company refinanced its $
The Senior Loan will allow maximum borrowings of $
The Mezzanine Loan will allow maximum borrowings of $
On August 10, 2023 the Company entered into a $
The Company has provided a limited guaranty for the mortgage notes at several of its properties. The Company’s loan agreements contain customary representations, covenants and events of default. Certain loan agreements require the Company to comply with affirmative and negative covenants, including the maintenance of debt service coverage and debt yield ratios. In the event that they are not compliant, certain lenders may require cash sweeps of rent until the conditions are cured. The Company believes it is not in default on any of its loan agreements.
The following table summarizes principal payment requirements under the terms of the mortgage notes as of September 30, 2023:
2023 (Remainder) |
$ | |||
2024 |
||||
2025 |
||||
2026 |
||||
2027 |
||||
Thereafter |
||||
Total |
$ |
6. Rental Income under Operating Leases
The Company’s commercial properties are leased to commercial tenants under operating leases with fixed terms of varying lengths. As of September 30, 2023, the minimum future cash rents receivable (excluding tenant reimbursements for operating expenses) under non-cancelable operating leases for the commercial tenants in each of the next five years and thereafter are as follows:
2023 (Remainder) |
$ | |||
2024 |
||||
2025 |
||||
2026 |
||||
2027 |
||||
Thereafter |
||||
Total |
$ |
The Company has commercial leases with the City of New York that comprised approximately
7. Fair Value of Financial Instruments
GAAP requires the measurement of certain financial instruments at fair value on a recurring basis. In addition, GAAP requires the measure of other financial instruments and balances at fair value on a non-recurring basis. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
• |
Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; |
• |
Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
• |
Level 3: prices or valuation techniques where little or no market data is available that require inputs that are both significant to the fair value measurement and unobservable. |
When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and classifies such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company uses several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establishes a fair value by assigning weights to the various valuation sources.
Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.
The financial assets and liabilities in the consolidated balance sheets include cash and cash equivalents, restricted cash, receivables, prepaid expenses, accounts payable and accrued liabilities, security deposits and notes payable. The carrying amount of cash and cash equivalents, restricted cash, receivables, prepaid expenses, accounts payable and accrued liabilities, and security deposits reported in the consolidated balance sheets approximates fair value due to the short-term nature of these instruments. The fair value of notes payable, which are classified as Level 2, is estimated by discounting the contractual cash flows of each debt instrument to their present value using adjusted market interest rates.
The carrying amount and estimated fair value of the notes payable are as follows:
September 30, 2023 |
December 31, 2022 |
|||||||
(unaudited) |
||||||||
Carrying amount (excluding unamortized debt issuance costs) |
$ | $ | ||||||
Estimated fair value |
$ | $ |
8. Commitments and Contingencies
Legal
On July 3, 2017, the Supreme Court of the State of New York (the “Court”) ruled in favor of 41 present or former tenants of apartment units at the Company’s buildings located at 50 Murray Street and 53 Park Place in Manhattan, New York (the Tribeca House property), who brought an action (the “Kuzmich” case) against the Company alleging that they were subject to applicable rent stabilization laws with the result that rental payments charged by the Company exceeded amounts permitted under these laws because the buildings were receiving certain tax abatements under Real Property Tax Law (“RPTL”) 421-g. The Court also awarded the plaintiffs- tenants their attorney’s fees and costs. After various court proceedings and discussions from 2018-2022, on March 4, 2022 the court issued a ruling, finalized on May 9, 2022, on the rent overcharges to which the plaintiffs are entitled. While the court ruled that the overcharges to which the plaintiffs are entitled total $
On November 18, 2019, the same law firm which filed the Kuzmich case filed a second action involving a separate group of 26 tenants (captioned Crowe et al v 50 Murray Street Acquisition LLC, Supreme Court, New York County, Index No. 161227/19), which action advances essentially the same claims as in Kuzmich. The Company’s deadline to answer or otherwise respond to the complaint in Crowe had been extended to June 30, 2020; on such date, the Company filed its answer to the complaint. Pursuant to the court’s rules, on July 16, 2020, the plaintiffs filed an amended complaint; the sole difference as compared to the initial complaint is that seven new plaintiffs-tenants were added to the caption; there were no substantive changes to the complaint’s allegations. On August 5, 2020, the Company filed its answer to the amended complaint. The case was placed on the court’s calendar and was next scheduled for a discovery conference on November 16, 2022. Counsel for the parties have been engaged in and are continuing settlement discussions. On November 16, 2022, the court held a compliance conference and ordered the plaintiffs to provide rent overcharge calculations in response to proposed calculations previously provided by the Company. On July 12, 2023, the court referred this matter to a Judicial Hearing Officer (“JHO”) to determine the outstanding issues. A hearing before the JHO was held in September 2023 and at this time all parties are engaged in settlement discussions.
On March 9, 2021, the same law firm which filed the Kuzmich and Crowe cases filed a third action involving another tenant (captioned Horn v 50 Murray Street Acquisition LLC, Supreme Court, New York County, Index No. 152415/21), which action advances the same claims as in Kuzmich and Crowe. The Company filed its answer to the complaint on May 21, 2021. The case was placed on the court’s calendar and is next scheduled for a preliminary conference in December 2023
As a result of the March 4 and May 9, 2022 decisions which established the probability and ability to reasonably compute amounts owed to tenants for all the cases, the Company recorded a charge for litigation settlement and other of $
In addition to the above, the Company is subject to certain legal proceedings and claims arising in connection with its business. Management believes, based in part upon consultation with legal counsel, that the ultimate resolution of all such claims will not have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows.
The Office of the Attorney General of the State of New York (“OAG”) commenced an investigation concerning the conduct of screening of tenant applicants in the building portfolio in which Clipper Equity and its principals have a management and/or ownership interest. Clipper Equity cooperated with the investigation and, in April 2022, entered into an Assurance of Discontinuance with the OAG to resolve the investigation on behalf of itself and its affiliates, the terms of which have no impact to the Company’s financial position or results of operations.
Commitments
June 29, 2023 the Company entered into the Article 11 Agreement Under the Article 11 agreement, the Company has entered into a Housing Repair and Maintenance Letter Agreement in which the Company has agreed to perform certain capital improvements to Flatbush Gardens over the next three years. The current estimate is that the costs of that work will be an amount up to $
The Company is obligated to provide parking availability through August 2025 under a lease with a tenant at the 250 Livingston Street property; the current cost to the Company is approximately $
Concentrations
The Company’s properties are located in the Boroughs of Manhattan and Brooklyn in New York City, which exposes the Company to greater economic risks than if it owned a more geographically dispersed portfolio.
The breakdown between commercial and residential revenue is as follows (unaudited):
Commercial |
Residential |
Total |
||||||||||
Three months ended September 30, 2023 |
% |
% |
% |
|||||||||
Three months ended September 30, 2022 |
% |
% |
% |
|||||||||
Nine months ended September 30, 2023 |
% |
% |
% |
|||||||||
Nine months ended September 30, 2022 |
% |
% |
% |
9. Related-Party Transactions
The Company recorded office and overhead expenses pertaining to a related company in general and administrative expense of $
10. Segment Reporting
The Company has classified its reporting segments into commercial and residential rental properties. The commercial reporting segment includes the 141 Livingston Street property and portions of the 250 Livingston Street, Tribeca House and Aspen properties. The residential reporting segment includes the Flatbush Gardens property, the Clover House property, the 10 West 65th Street property, the 1010 Pacific Street property and portions of the 250 Livingston Street, Tribeca House and Aspen properties.
The Company’s income from operations by segment for the three and nine months ended September 30, 2023 and 2022, is as follows (unaudited):
Three months ended September 30, 2023 |
Commercial |
Residential |
Total |
|||||||||
Rental income |
$ | $ | $ | |||||||||
Total revenues |
$ | $ | $ | |||||||||
Property operating expenses |
||||||||||||
Real estate taxes and insurance |
||||||||||||
General and administrative |
||||||||||||
Depreciation and amortization |
||||||||||||
Total operating expenses |
||||||||||||
Income from operations |
$ | $ | $ |
Three months ended September 30, 2022 |
Commercial |
Residential |
Total |
|||||||||
Rental income |
$ | $ | $ | |||||||||
Total revenues |
$ | $ | $ | |||||||||
Property operating expenses |
||||||||||||
Real estate taxes and insurance |
||||||||||||
General and administrative |
||||||||||||
Transaction pursuit costs |
( |
) | ( |
) | ||||||||
Depreciation and amortization |
||||||||||||
Total operating expenses |
||||||||||||
Income from operations |
$ |
Nine months ended September 30, 2023 |
Commercial |
Residential |
Total |
|||||||||
Rental income |
$ | $ | $ | |||||||||
Total revenues |
||||||||||||
Property operating expenses |
||||||||||||
Real estate taxes and insurance |
||||||||||||
General and administrative |
||||||||||||
Transaction pursuit costs |
||||||||||||
Depreciation and amortization |
||||||||||||
Total operating expenses |
||||||||||||
Income from operations |
$ | $ | $ |
Nine months ended September 30, 2022 |
Commercial |
Residential |
Total |
|||||||||
Rental income |
$ | $ | $ | |||||||||
Total revenues |
||||||||||||
Property operating expenses |
||||||||||||
Real estate taxes and insurance |
||||||||||||
General and administrative |
||||||||||||
Transaction pursuit costs |
||||||||||||
Depreciation and amortization |
||||||||||||
Total operating expenses |
||||||||||||
Income from operations |
$ | $ | $ |
The Company’s total assets by segment are as follows, as of:
Commercial |
Residential |
Total |
||||||||||
September 30, 2023 (unaudited) |
$ | $ | $ | |||||||||
December 31, 2022 |
The Company’s interest expense by segment for the three and nine months ended September 30, 2023 and 2022, is as follows (unaudited):
Commercial |
Residential |
Total |
||||||||||
Three months ended September 30, |
||||||||||||
2023 |
$ | $ | $ | |||||||||
2022 |
$ | $ | $ | |||||||||
Nine months ended September 30, |
||||||||||||
2023 |
$ | $ | $ | |||||||||
2022 |
$ | $ | $ |
The Company’s capital expenditures, including acquisitions, by segment for the three and nine months ended September 30, 2023 and 2022, are as follows (unaudited):
Commercial |
Residential |
Total |
||||||||||
Three months ended September 30, |
||||||||||||
2023 |
$ | $ | $ | |||||||||
2022 |
$ | $ | $ | |||||||||
Nine months ended September 30, |
||||||||||||
2023 |
$ | $ | $ | |||||||||
2022 |
$ | $ | $ |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with the more detailed information set forth under the caption, “Cautionary Note Concerning Forward-Looking Statements,” and in our financial statements and the related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Qas well as information in our Annual Report on Form 10-K for the year ended December 31, 2022.
Overview of Our Company
Clipper Realty Inc. (the “Company” or “we”) is a self-administered and self-managed real estate company that acquires, owns, manages, operates and repositions multifamily residential and commercial properties in the New York metropolitan area, with a current portfolio in Manhattan and Brooklyn. Our primary focus is to own, manage and operate our portfolio and to acquire and reposition additional multifamily residential and commercial properties in the New York metropolitan area. The Company has been organized and operates in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the U.S. federal income tax law and elected to be treated as a REIT commencing with the taxable year ended December 31, 2015.
As of September 30, 2023, the Company owns:
• |
two neighboring residential/retail rental properties at 50 Murray Street and 53 Park Place in the Tribeca neighborhood of Manhattan; |
• |
one residential property complex in the East Flatbush neighborhood of Brooklyn consisting of 59 buildings; |
• |
two primarily commercial properties in Downtown Brooklyn (one of which includes 36 residential apartment units); |
• |
one residential/retail rental property at 1955 1st Avenue in Manhattan; |
• |
one residential rental property at 107 Columbia Heights in the Brooklyn Heights neighborhood of Brooklyn; |
• |
one residential rental property at 10 West 65th Street in the Upper West Side neighborhood of Manhattan; |
• |
one residential rental building at 1010 Pacific Street in the Prospect Heights neighborhood of Brooklyn; and |
• |
the Dean Street property, to be redeveloped as a residential/retail rental building. |
These properties are located in the most densely populated major city in the United States, each with immediate access to mass transportation. At September 30, 2023, the Company had two reportable operating segments, residential rental properties and commercial rental properties. The residential reporting segment includes the Flatbush Gardens property, the Clover House property, the 10 West 65th Street property, the 1010 Pacific Street property and portions of the 250 Livingston Street, Tribeca House and Aspen properties. The commercial reporting segment includes the 141 Livingston Street property and portions of the 250 Livingston Street, Tribeca House and Aspen properties.
The Company’s ownership interest in its initial portfolio of properties, which includes the Tribeca House, Flatbush Gardens and the two Livingston Street properties, was acquired in the formation transactions in connection with the private offering. These properties are owned by the LLC subsidiaries, which are managed by the Company through the Operating Partnership. The Operating Partnership’s interests in the LLC subsidiaries generally entitle the Operating Partnership to all cash distributions from, and the profits and losses of, the LLC subsidiaries other than the preferred distributions to the continuing investors who hold Class B LLC units in these LLC subsidiaries. The continuing investors own an aggregate amount of 26,317,396 Class B LLC units, representing 62.1% of the Company’s common stock on a fully diluted basis. Accordingly, the Operating Partnership’s interests in the LLC subsidiaries entitle the Operating Partnership to receive 37.9% of the aggregate distributions from the LLC subsidiaries. The Company, through the Operating Partnership, owns all of the ownership interests in the Aspen property, the Clover House property, the 10 West 65th Street property, the 1010 Pacific Street property and the Dean Street property.
Results of Operations
Our focus throughout 2022 and year-to-date 2023 has been to manage our properties to optimize revenues and control costs, while continuing to renovate and reposition certain properties. The discussion below highlights the specific properties contributing to the changes in the results of operations and focuses on the properties that were in operation for the full period in each comparison.
Income Statement for the Three Months Ended September 30, 2023 and 2022 (in thousands except rent per square foot and occupancy)
2023 |
Less: 1010 Pacific |
2023 Excluding 1010 Pacific |
2022 |
Increase (decrease) |
% |
|||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Residential rental income |
$ | 25,501 | $ | 1,160 | $ | 24,341 | $ | 23,108 | $ | 1,233 | 5.3 |
% |
||||||||||||
Commercial rental income |
9,627 | 12 | 9,615 | 9,692 | (77 | ) | (0.8 | )% | ||||||||||||||||
Total revenues |
35,128 | 1,172 | 33,956 | 32,800 | 1,156 | 3.5 |
% |
|||||||||||||||||
Operating Expenses |
||||||||||||||||||||||||
Property operating expenses |
7,930 | 286 | 7,644 | 7,267 | 377 | 5.2 |
% |
|||||||||||||||||
Real estate taxes and insurance |
7,374 | 137 | 7,237 | 8,252 | (1,015 | ) | (12.3 | )% | ||||||||||||||||
General and administrative |
3,340 | 122 | 3,218 | 3,209 | 9 | 0.3 | % | |||||||||||||||||
Transaction pursuit costs |
- | - | - | (10 | ) | 10 | (100.0 | )% | ||||||||||||||||
Depreciation and amortization |
7,282 | 428 | 6,854 | 6,784 | 70 | 1.0 |
% |
|||||||||||||||||
Total operating expenses |
25,926 | 973 | 24,953 | 25,502 | (549 | ) | (2.2 | )% | ||||||||||||||||
Income from operations |
9,202 | 199 | 9,003 | 7,298 | 1,705 | 23.4 |
% |
|||||||||||||||||
Interest expense, net |
(11,527 |
) |
(893 |
) |
(10,634 |
) |
(10,086 |
) |
(548 |
) |
(5.4 |
)% |
||||||||||||
Net loss |
$ | (2,325 |
) |
$ | (694 |
) |
$ | (1,631 |
) |
$ | (2,788 |
) |
$ | 1,157 | 41.5 |
% |
Revenue. Residential rental income increased to $24,341 for the three months ended September 30, 2023, from $23,108 for the three months ended September 30, 2022, primarily due to increases in rental rates at all properties of $1,233. For example, base rent per square foot increased at the Tribeca House property to $78.22 at September 30, 2023, from $70.56 at September 30, 2022 and base rent per square foot increased at the Clover House property to $78.33 at September 30, 2023, from $70.13 at September 30, 2022;
Commercial rental income decreased to $9,615 for the three months ended September 30, 2023, from $9,692 for the three months ended September 30, 2022 due to the expiration of a few small leases at the Tribeca House and Aspen properties.
Property operating expenses. Property operating expenses include property-level costs such as compensation costs for property-level personnel, repairs and maintenance, supplies, utilities and landscaping. Property operating expenses increased to $7,644 for the three months ended September 30, 2023, from $7,267 for the three months ended September 30, 2022, primarily due to increased repairs and maintenance costs partially offset by decreased utilities and water and sewer costs.
Real estate taxes and insurance. Real estate taxes and insurance expenses decreased to $7,237 for the three months ended September 30, 2023, from $8,252 for the three months ended September 30, 2022, due to real estate tax exemption at Flatbush Gardens as a result of the Article 11 transaction partially offset by higher insurance costs across the portfolio.
General and administrative. General and administrative expenses increased to $3,218 for the three months ended September 30, 2023, from $3,209 for the three months ended September 30, 2022 primarily due to the decrease in various administrative costs.
Transaction pursuit costs. Transaction pursuit costs during the three months ended September 30, 2023 primarily reflect costs related to the Article 11 Agreement.
Depreciation and amortization. Depreciation and amortization expense increased to $6,854 for the three months ended September 30, 2023, from $6,784 for the three months ended September 30, 2022, due to the additions to real estate across the portfolio during the three months ended September 30, 2023.
Interest expense, net. Interest expense, net, increased to $10,634 for the three months ended September 30, 2023, from $10,086 for the three months ended September 30, 2022 primarily as a result of the interest rate conversion the 10 West 65th Street from fixed to a floating rate in the fourth quarter of 2022.
Net loss. As a result of the foregoing, net loss decreased to $1,631 for the three months ended September 30, 2023, from $2,788 for the three months ended September 30, 2022.
Income Statement for the Nine Months Ended September 30, 2023 and 2022 (in thousands)
2023 |
Less:1010 Pacific |
2023 Excluding 1010 Pacific |
2022 |
Increase (decrease) |
% |
|||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Residential rental income |
$ | 74,481 | $ | 1,952 | $ | 72,529 | $ | 67,167 | $ | 5,362 | 8.0 |
% |
||||||||||||
Commercial rental income |
28,857 | 12 | 28,845 | 29,570 | (725 |
) |
(2.5 |
)% |
||||||||||||||||
Total revenues |
103,338 | 1,964 | 101,374 | 96,737 | 4,637 | 4.8 |
% |
|||||||||||||||||
Operating Expenses |
||||||||||||||||||||||||
Property operating expenses |
22,811 | 458 | 22,353 | 21,734 | 619 | 2.8 |
% |
|||||||||||||||||
Real estate taxes and insurance |
24,610 | 236 | 24,374 | 24,069 | 305 | 1.3 |
% |
|||||||||||||||||
General and administrative |
10,029 | 198 | 9,831 | 9,348 | 483 | 5.2 |
% |
|||||||||||||||||
Transaction pursuit costs |
357 | - | 357 | 506 | (149 |
) |
(29.4 |
)% |
||||||||||||||||
Depreciation and amortization |
21,376 | 851 | 20,525 | 20,221 | 304 | 1.5 |
% |
|||||||||||||||||
Total operating expenses |
79,183 | 1,743 | 77,440 | 75,878 | 1,562 | 2.1 |
% |
|||||||||||||||||
Income from operations |
24,155 | 221 | 23,934 | 20,859 | 3,075 | 14.7 |
% |
|||||||||||||||||
Interest expense, net |
(32,996 |
) |
(1,656 |
) |
(31,340 |
) |
(30,076 |
) |
(1,264 |
) |
(4.2 |
)% |
||||||||||||
Loss on modification/extinguishment of debt |
(3,868 |
) |
- | (3,868 |
) |
- | (3,868 |
) |
(100.0 |
)% |
||||||||||||||
Net loss |
$ | (12,709 |
) |
$ | (1,435 |
) |
$ | (11,274 |
) |
$ | (9,217 |
) |
$ | (2,057 |
) |
(22.3 |
)% |
Revenue. Residential rental income increased to $72,529 for the nine months ended September 30, 2023, from $67,167 for the nine months ended September 30, 2022, primarily, due to increases in rental rates. For example, base rent per square foot increased at the Tribeca House property to $78.22 at September 30, 2023, from $70.56 at September 30, 2022 and base rent per square foot increased at the Clover House property to $78.33 at September 30, 2023, from $70.13 at September 30, 2022.
Commercial rental income decreased to $28,845 for the nine months ended September 30, 2023, from $29,570 for the nine months ended September 30, 2022 primarily due to a net, $1,103 restoration of revenue as per ASC 842 from a tenant at Tribeca House deemed probable of collection during the nine months ended September 30, 2022, partially offset by the commencement of new leases at the Tribeca House property and increased escalation billings at the 141 Livingston Street property.
Property operating expenses. Property operating expenses include property-level costs such as compensation costs for property-level personnel, repairs and maintenance, supplies, utilities and landscaping. Property operating expenses increased to $22,353 for the nine months ended September 30, 2023, from $21,734 for the nine months ended September 30, 2022, primarily due to increased repairs and maintenance, utilities and payroll costs, primarily at Flatbush Gardens.
Real estate taxes and insurance. Real estate taxes and insurance expenses increased to $24,374 for the nine months ended September 30, 2023, from $24,069 for the nine months ended September 30, 2022, due to increased property taxes and insurance across the portfolio partially offset by the real estate tax exemption at Flatbush Gardens that began July 1, 2023.
General and administrative. General and administrative expenses increased to $9,831 for the nine months ended September 30, 2023, from $9,348 for the nine months ended September 30, 2022 primarily due to higher payroll costs and accounting fees in relation to the separation from our prior auditor.
Transaction pursuit costs. Transaction pursuit costs primarily reflect costs related to the Article 11 Agreement during the nine months ended September 30, 2023 and costs incurred for an abandoned acquisition during the nine months ended September 30, 2022.
Depreciation and amortization. Depreciation and amortization expense increased to $20,525 for the nine months ended September 30, 2023, from $20,221 for the nine months ended September 30, 2022, due to the additions to real estate across the portfolio during the nine months ended September 30, 2023.
Interest expense, net. Interest expense, net, increased to $31,340 for the nine months ended September 30, 2023, from $30,076 for the nine months ended September 30, 2022 primarily due to increased interest at the 10 West 65th Street as a result of the interest rate changing from fixed to a floating rate in the fourth quarter of 2022.
Loss on modification/extinguishment of debt. Loss on the extinguishment of debt consists of costs related to the early termination of our construction loan at 1010 Pacific. Additionally, we accelerated the remaining unamortized loan costs from the prior loan.
Net loss. As a result of the foregoing, net loss increased to $11,274 for the nine months ended September 30, 2023, from $9,217 for the nine months ended September 30, 2022.
Liquidity and Capital Resources
As of September 30, 2023, we had $1,197 million of indebtedness, net of unamortized issuance costs, secured by our properties, $22.5 million of cash and cash equivalents, and $14.9 million of restricted cash. See Note 5, “Notes Payable” of our consolidated financial statements for a discussion of the Company’s property-level debt.
As a REIT, we are required to distribute at least 90% of our REIT taxable income, computed without regard to the dividends paid deduction and excluding net capital gains, to stockholders on an annual basis. We expect that these needs will be met from cash generated from operations and other sources, including proceeds from secured mortgages and unsecured indebtedness, proceeds from additional equity issuances and cash generated from the sale of property.
Short-Term and Long-Term Liquidity Needs
Our short-term liquidity needs will primarily be to fund operating expenses, recurring capital expenditures, property taxes and insurance, interest and scheduled debt principal payments, general and administrative expenses, and distributions to stockholders and unit holders. We generally expect to meet our short-term liquidity requirements through net cash provided by operations and cash on hand, and we believe we will have sufficient resources to meet our short-term liquidity requirements.
Our principal long-term liquidity needs will primarily be to fund additional property acquisitions, major renovation and upgrading projects, and debt payments and debt payments at maturity. We do not expect that net cash provided by operations will be sufficient to meet all these long-term liquidity needs. We anticipate meeting our long-term liquidity requirements by using cash as an interim measure and funds from public and private equity offerings and long-term secured and unsecured debt offerings.
We believe that as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements. These sources include the incurrence of additional debt and the issuance of additional equity. However, we cannot provide assurance that this will be the case. Our ability to secure additional debt will depend on a number of factors, including our cash flow from operations, our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed. Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions, market conditions for REITs and market perceptions about our company.
We believe that our current cash flows from operations and cash on hand, coupled with additional mortgage debt, will be sufficient to allow us to continue operations, satisfy our contractual obligations and make distributions to our stockholders and the members of our LLC subsidiaries for at least the next twelve months. However, no assurance can be given that we will be able to refinance any of our outstanding indebtedness in the future on favorable terms or at all.
Distributions
In order to qualify as a REIT for Federal income tax purposes, we must currently distribute at least 90% of our taxable income to our shareholders. During the three months ended September 30, 2023 and 2022, we paid dividends and distributions on our common shares, Class B LLC units and LTIP units totaling $4.3 million and $4.3 million, respectively.
Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (in thousands)
Nine Months Ended September 30, |
||||||||
2023 |
2022 |
|||||||
Operating activities |
$ | 17,130 | $ | 15,159 | ||||
Investing activities |
(27,783 |
) |
(41,992 |
) |
||||
Financing activities |
17,341 | 10,101 |
Cash flows provided by (used in) operating activities, investing activities and financing activities for the nine months ended September 30, 2023 and 2022, were as follows:
Net cash flow provided by operating activities was $17,130 for the nine months ended September 30, 2023, compared to $15,159 for the nine months ended September 30, 2022. The net increase during the 2023 period primarily reflects improved revenues discussed above, improved collection experience and lower property tax payments due to the entry into the Article 11 Agreement.
Net cash used in investing activities was $27,783 for the nine months ended September 30, 2023, compared to $41,992 for the nine months ended September 30, 2022. The decrease was primarily due to $7,871 lower capital spending at all of our operating properties, primarily Flatbush Gardens and 1010 Pacific Street, partially offset by increased capital spending at the Dean Street property. Additionally, the Company purchased parcels of land at Dean Street for $8,041 in the nine-month period ended September 30, 2022. These were partially offset by a refund of a potential acquisition deposit of $2,015 in the nine-month period ended September 30, 2022.
Net cash provided by financing activities was $17,341 for the nine months ended September 30, 2023, compared to $10,101 for the nine months ended September 30, 2022. For the nine months ended September 30, 2023, $40,617 was provided by refinancing the 1010 Pacific Street and Dean Street property loans, net of scheduled debt amortization payments, partially offset by $9,921 of loan extinguishment and issuance costs, and $13,044 of dividends and distributions. For the nine months ended September 30, 2022, $24,855 was provided by net borrowings under the 1010 Pacific Street and 953 Dean Street development property loans, net of scheduled debt amortization payments, partially offset by $12,767 of dividends and distributions and $335 of loan issuance and extinguishment costs.
Income Taxes
No provision has been made for income taxes since all of the Company’s operations are held in pass-through entities and accordingly the income or loss of the Company is included in the individual income tax returns of the partners or members.
We elected to be treated as a REIT for U.S. federal income tax purposes, beginning with our first taxable three months ended March 31, 2015. As a REIT, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate tax rates. We believe that we are organized and operate in a manner that will enable us to qualify and be taxed as a REIT and we intend to continue to operate to satisfy the requirements for qualification as a REIT for federal income tax purposes.
Inflation
Inflation did not have a significant impact on the results of operations for the Company’s business for the periods reported in the consolidated financial statements. We do not believe that inflation currently poses a material risk to the Company. The leases at our residential rental properties, which comprise approximately 72% of our revenue, are short-term in nature. Our longer-term commercial and retail leases would generally allow us to recover some increased operating costs in the event of significant inflation.
Although the impact of inflation on our results of operations is not material, inflation has recently become a factor in the United States economy and could increase the cost of acquiring, replacing and operating the properties in the future.
Non-GAAP Financial Measures
In this Quarterly Report on Form 10-Q, we disclose and discuss funds from operations (“FFO”), adjusted funds from operations (“AFFO”), adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and net operating income (“NOI”), all of which meet the definition of “non-GAAP financial measures” set forth in Item 10(e) of Regulation S-K promulgated by the SEC.
While management and the investment community in general believe that presentation of these measures provides useful information to investors, neither FFO, AFFO, Adjusted EBITDA, nor NOI should be considered as an alternative to net income (loss) or income from operations as an indication of our performance. We believe that to understand our performance further, FFO, AFFO, Adjusted EBITDA, and NOI should be compared with our reported net income (loss) or income from operations and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements.
Funds From Operations and Adjusted Funds From Operations
FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and impairment adjustments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO is consistent with FFO as defined by NAREIT.
AFFO is defined by us as FFO excluding amortization of identifiable intangibles incurred in property acquisitions, straight-line rent adjustments to revenue from long-term leases, amortization costs incurred in originating debt, interest rate cap mark-to-market adjustments, amortization of non-cash equity compensation, acquisition and other costs, transaction pursuit costs, loss on modification/extinguishment of debt, gain on involuntary conversion, gain on termination of lease and certain litigation-related expenses, less recurring capital spending.
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. In fact, real estate values have historically risen or fallen with market conditions. FFO is intended to be a standard supplemental measure of operating performance that excludes historical cost depreciation and valuation adjustments from net income. We consider FFO useful in evaluating potential property acquisitions and measuring operating performance. We further consider AFFO useful in determining funds available for payment of distributions. Neither FFO nor AFFO represent net income (loss) or cash flows from operations computed in accordance with GAAP. You should not consider FFO and AFFO to be alternatives to net income (loss) as reliable measures of our operating performance; nor should you consider FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (computed in accordance with GAAP) as measures of liquidity.
Neither FFO nor AFFO measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders. FFO and AFFO do not represent cash flows from operating, investing or financing activities computed in accordance with GAAP. Further, FFO and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO and AFFO.
The following table sets forth a reconciliation of the Company’s FFO and AFFO for the periods presented to net loss, computed in accordance with GAAP (amounts in thousands):
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
FFO |
||||||||||||||||
Net loss |
$ | (2,325 |
) |
$ | (2,788 |
) |
$ | (12,709 |
) |
$ | (9,217 |
) |
||||
Real estate depreciation and amortization |
7,282 | 6,784 | 21,376 | 20,221 | ||||||||||||
FFO |
$ | 4,957 | $ | 3,996 | $ | 8,667 | $ | 11,004 | ||||||||
AFFO |
||||||||||||||||
FFO |
$ | 4,957 | $ | 3,996 | $ | 8,667 | $ | 11,004 | ||||||||
Amortization of real estate tax intangible |
120 | 121 | 361 | 361 | ||||||||||||
Amortization of above- and below-market leases |
(1 |
) |
(9 |
) |
(18 |
) |
(26 |
) |
||||||||
Straight-line rent adjustments |
39 | (31 |
) |
66 | (220 |
) |
||||||||||
Amortization of debt origination costs |
423 | 313 | 1,098 | 939 | ||||||||||||
Amortization of LTIP awards |
783 | 856 | 2,214 | 2,064 | ||||||||||||
Transaction pursuit costs |
— | (10 |
) |
357 | 506 | |||||||||||
Loss on extinguishment / modification of debt |
— | — | 3,868 | — | ||||||||||||
Certain litigation-related expenses |
(10 | ) | (65 |
) |
(10 | ) | 188 | |||||||||
Recurring capital spending |
(51 |
) |
(138 |
) |
(375 |
) |
(276 |
) |
||||||||
AFFO |
$ | 6,260 | $ | 5,033 | $ | 16,228 | $ | 14,540 |
Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization
We believe that Adjusted EBITDA is a useful measure of our operating performance. We define Adjusted EBITDA as net income (loss) before allocation to non-controlling interests, plus real estate depreciation and amortization, amortization of identifiable intangibles, straight-line rent adjustments to revenue from long-term leases, amortization of non-cash equity compensation, interest expense (net), acquisition and other costs, transaction pursuit costs, loss on modification/extinguishment of debt and certain litigation-related expenses, less gain on involuntary conversion and gain on termination of lease.
We believe that this measure provides an operating perspective not immediately apparent from GAAP income from operations or net income (loss). We consider Adjusted EBITDA to be a meaningful financial measure of our core operating performance.
However, Adjusted EBITDA should only be used as an alternative measure of our financial performance. Further, other REITs may use different methodologies for calculating Adjusted EBITDA, and accordingly, our Adjusted EBITDA may not be comparable to that of other REITs.
The following table sets forth a reconciliation of Adjusted EBITDA for the periods presented to net loss, computed in accordance with GAAP (amounts in thousands):
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
Adjusted EBITDA |
||||||||||||||||
Net loss |
$ | (2,325 |
) |
$ | (2,788 |
) |
$ | (12,709 |
) |
$ | (9,217 |
) |
||||
Real estate depreciation and amortization |
7,282 | 6,784 | 21,376 | 20,221 | ||||||||||||
Amortization of real estate tax intangible |
120 | 121 | 361 | 361 | ||||||||||||
Amortization of above- and below-market leases |
(1 |
) |
(9 |
) |
(18 |
) |
(26 |
) |
||||||||
Straight-line rent adjustments |
39 | (31 |
) |
66 | (220 |
) |
||||||||||
Amortization of LTIP awards |
783 | 856 | 2,214 | 2,064 | ||||||||||||
Interest expense, net |
11,527 | 10,086 | 32,996 | 30,076 | ||||||||||||
Transaction pursuit costs |
— | (10 |
) |
357 | 506 | |||||||||||
Loss on extinguishment / modification of debt |
— | — | 3,868 | — | ||||||||||||
Certain litigation-related expenses |
(10 | ) | (65 | ) | (10 | ) | 188 | |||||||||
Adjusted EBITDA |
$ | 17,415 | $ | 14,944 | $ | 48,501 | $ | 43,953 |
Net Operating Income
We believe that NOI is a useful measure of our operating performance. We define NOI as income from operations plus real estate depreciation and amortization, general and administrative expenses, acquisition and other costs, transaction pursuit costs, amortization of identifiable intangibles and straight-line rent adjustments to revenue from long-term leases, less gain on termination of lease. We believe that this measure is widely recognized and provides an operating perspective not immediately apparent from GAAP income from operations or net income (loss). We use NOI to evaluate our performance because NOI allows us to evaluate the operating performance of our company by measuring the core operations of property performance and capturing trends in rental housing and property operating expenses. NOI is also a widely used metric in valuation of properties.
However, NOI should only be used as an alternative measure of our financial performance. Further, other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to that of other REITs.
The following table sets forth a reconciliation of NOI for the periods presented to income from operations, computed in accordance with GAAP (amounts in thousands):
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
NOI |
||||||||||||||||
Income from operations |
$ | 9,202 | $ | 7,298 | $ | 24,155 | $ | 20,859 | ||||||||
Real estate depreciation and amortization |
7,282 | 6,784 | 21,376 | 20,221 | ||||||||||||
General and administrative expenses |
3,340 | 3,209 | 10,029 | 9,348 | ||||||||||||
Transaction pursuit costs |
— | (10 |
) |
357 | 506 | |||||||||||
Amortization of real estate tax intangible |
120 | 121 | 361 | 361 | ||||||||||||
Amortization of above- and below-market leases |
(1 |
) |
(9 |
) |
(18 |
) |
(26 |
) |
||||||||
Straight-line rent adjustments |
39 | (31 |
) |
66 | (220 |
) |
||||||||||
NOI |
$ | 19,982 | $ | 17,362 | $ | 56,326 | $ | 51,049 |
Critical Accounting Policies
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that there have been no material changes to the items that we disclosed as our critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Form 10-K for the year ended December 31, 2022.
Recent Accounting Pronouncements
See Note 2, “Significant Accounting Policies” of our consolidated financial statements for a discussion of recent accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair value relevant to our financial instruments depend upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Based upon the nature of our operations, the principal market risk to which we are exposed is the risk related to interest rate fluctuations. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control, contribute to interest rate risk.
A one percent change in interest rates on our $74.4 million of variable rate debt as of September 30, 2023, would impact annual net loss by approximately $0.7 million.
At September 30, 2023, there were no interest rate caps for the Company’s outstanding debt.
The fair value of the Company’s notes payable was approximately $1,117.0 million and $1,092.3 million as of September 30, 2023 and December 31, 2022, respectively.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2023. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, and summarized, within the time periods specified in the SEC's rules and forms.
We continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 8, “Commitments and Contingencies” of our consolidated financial statements for a discussion of legal proceedings.
ITEM 1A. RISK FACTORS
The risk factors disclosed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as well as subsequent Quarterly Report on Form 10-Q, set forth information relating to various risks and uncertainties that could materially adversely affect our business, financial condition, liquidity, and operating results. Such risk factors continue to be relevant to an understanding of our business, financial condition, liquidity and operating results as of September 30, 2023, and there have been no material changes to those risk factors for the nine months ended September 30, 2023.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
*Filed herewith
**Submitted electronically with the report
*** Incorporated by reference to the Company’s Form 8-K dated August 10, 2023, filed on August 14, 2023
SIGNATURES
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.
CLIPPER REALTY INC. |
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November 2, 2023 |
By: |
/s/ David Bistricer |
David Bistricer |
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Co-Chairman and Chief Executive Officer |