STOCK TITAN

Clipper Realty corrects dividend record date to Nov. 17

Residential revenue grew year over year, while commercial revenue declined and the quarterly net loss widened.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K/A

Rhea-AI Filing Summary

Clipper Realty Inc. (CLPR) reported third-quarter 2026 results and amended its dividend announcement to correct the shareholder record date from November 16 to November 17, 2026.

Quarterly revenue was $40.5 million, compared with $37.7 million a year earlier. Residential revenue was $34.0 million versus $29.8 million, while commercial revenue was $6.5 million versus $7.9 million. Income from operations was $9.9 million and net operating income was $22.3 million. Net loss widened to $5.9 million from $4.6 million; adjusted funds from operations fell to $4.1 million from $5.6 million.

Notes payable, excluding unamortized loan costs, were $1,286.9 million as of September 30, 2026; cash and cash equivalents were $30.6 million. The company declared a $0.095-per-share dividend, payable November 25 to shareholders of record November 17. Under a June 4 agreement concerning 250 Livingston Street, the lender may foreclose after a loan-marketing period, including by taking the deed in lieu of foreclosure. As of November 4, the lender had taken no such action.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate pointThird-quarter revenue was $40.5 million, versus $37.7 million a year earlier.

Negative

  • Moderate pointThird-quarter net loss widened to $5.9 million from $4.6 million.
  • Moderate pointThird-quarter AFFO declined to $4.1 million from $5.6 million.
  • Moderate point. Forward-looking: it has not happened yet and may not happen.The June 4 agreement gives the 250 Livingston Street lender a right to foreclose after the marketing period.

Filing Explained

The filing adds that an April 2026 court order granted the lender’s request to appoint a temporary receiver at 250 Livingston Street; after Clipper stopped paying interest and property-tax escrows, the lender paid or reimbursed substantially all property expenses.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Quarterly revenue $40.5 million Three months ended September 30, 2026; $37.7 million in 2025
Net loss $5.9 million Three months ended September 30, 2026; $4.6 million in 2025
Net operating income $22.3 million Three months ended September 30, 2026; $20.8 million in 2025
Adjusted funds from operations $4.1 million Three months ended September 30, 2026; $5.6 million in 2025
Notes payable, excluding unamortized loan costs $1,286.9 million As of September 30, 2026; $1,286.2 million at December 31, 2025
Cash and cash equivalents $30.6 million As of September 30, 2026; $30.8 million at December 31, 2025
Quarterly dividend $0.095 per share Declared for the third quarter of 2026
net operating income (NOI) financial
"Quarterly net operating income (“NOI”)"
Net operating income (NOI) is the money a property or business generates from its regular operations after paying direct operating costs (like maintenance, utilities, and staff) but before paying financing costs, taxes, or accounting write‑downs. Investors use NOI to judge how well an asset produces cash from its core activity—think of it as the profit from running a store before paying the mortgage and taxes—so it helps compare properties and value income-producing investments.
adjusted funds from operations (AFFO) financial
"Adjusted funds from operations (“AFFO”)"
Adjusted funds from operations (AFFO) is a cash-based measure used mainly for real estate companies that starts with net income and removes accounting items plus recurring maintenance costs to show the cash a property business actually generates for owners. Think of it like a household budget: after counting your income, AFFO subtracts routine upkeep and tenant turnover bills so investors can see the money likely available for dividends or reinvestment. It matters because it gives a clearer picture of sustainable cash flow than raw accounting profit.
special loan servicer financial
"the property’s lender and special loan servicer"
A special loan servicer is a company or division appointed to manage troubled or non‑performing loans—handling steps such as negotiating payment plans, arranging loan modifications, foreclosing or selling collateral, and collecting recoveries. Think of it like a specialist mechanic called in when a complex machine breaks: their actions directly affect how much money investors recover, how quickly cash flows resume, and the ultimate loss or gain on the investment.
deed in lieu of foreclosure regulatory
"taking the deed to the property in lieu of foreclosure"
A deed in lieu of foreclosure is a legal agreement where a borrower voluntarily transfers ownership of a property to the lender to avoid a formal foreclosure process. Think of it as handing over the keys instead of going to court; it can be quicker and cheaper for both sides but still means the lender absorbs the property and any loss in value, which matters to investors because it affects a lender’s asset quality, potential recovery rates and future cash flows.
Revenue $40.5 million $2.8 million increase from the third quarter of 2025
Income from operations $9.9 million $8.9 million in the third quarter of 2025
Net loss $5.9 million $1.3 million increase from the third quarter of 2025
Net operating income $22.3 million $20.8 million in the third quarter of 2025
Adjusted funds from operations $4.1 million $1.5 million decrease from the third quarter of 2025

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were CLPR's third-quarter 2026 results?

CLPR reported $40.5 million in revenue and a $5.9 million net loss for the three months ended September 30, 2026. Revenue was $37.7 million and net loss was $4.6 million in the third quarter of 2025.

What dividend did CLPR declare for the third quarter of 2026?

CLPR declared a dividend of $0.095 per share, payable November 25, 2026, to shareholders of record November 17, 2026. The amendment corrected the record date from November 16 to November 17.

What is the status of CLPR's 250 Livingston Street property?

Effective June 4, 2026, CLPR and the lender entered into an agreement to market the loan. At the end of the marketing period, the lender has the right to foreclose, including by taking the deed in lieu of foreclosure. As of November 4, 2026, the lender had taken no such action.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Form 8-K/A date of report 11-04-26 true 0001649096 0001649096 2026-11-04 2026-11-04
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K/A
Amendment No. 1
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):
November 4, 2026
 
 
CLIPPER REALTY INC.
(Exact Name of Registrant as Specified in Charter)
 
Maryland
 
001-38010
 
47-4579660
(State or Other
 
(Commission
 
(IRS Employer
Jurisdiction of
 
File Number)
 
Identification No.)
Incorporation)
 
 
 
 
 
4611 12th Avenue, Suite 1L
Brooklyn, New York
 
11219
(Address of Principal Executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: (718) 438-2804
 
Former name or former address, if changed since last report: N/A
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company     ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CLPR
New York Stock Exchange
 


 

 
EXPLANATORY NOTE
 
Clipper Realty Inc. (the "Company") is filing this Amendment No. 1 on Form 8-K/A (this "Amendment") to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2026 (the "Original Form 8-K"). This Amendment is being filed solely to correct the shareholder of record date for the Company's previously announced third quarter dividend, as disclosed in the press release furnished as Exhibit 99.1 to the Original Form 8-K (the “Press Release”), from November 16, 2026 to November 17, 2026. Except as described above, this Amendment does not amend, modify, or update any other disclosures in the Original Form 8-K, including, but not limited to, disclosures in the Press Release, and does not reflect events occurring after the filing of the Original Form 8-K.
 
Item 2.02. Results of Operations and Financial Condition
 
On November 4, 2026, Clipper Realty Inc. issued a press release announcing its financial results for the quarterly period ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information in this Form 8-K under Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits:
 
Exhibit
Number
 
Exhibit
Description
99.1
 
Press Release dated November 4, 2026, announcing financial results for the quarterly period ended September 30, 2026
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Clipper Realty Inc.
 
 
(Registrant)
 
 
 
 
 
 
By:
/s/ David Bistricer
 
 
Name:
David Bistricer
 
 
Title:
Co-Chairman and Chief Executive Officer
 
 
Date: November 5, 2026
 

Exhibit 99.1

clipperlogo.jpg

 

 

Clipper Realty Inc. Announces Third Quarter 2026 Results

 

NEW YORK, November 4, 2026 /Business Wire/ -- Clipper Realty Inc. (NYSE: CLPR) (the “Company”), a leading owner and operator of multifamily residential and commercial properties in the New York metropolitan area, today announced financial and operating results for the three months ended September 30, 2026.

 

Highlights for the Three Months Ended September 30, 2026

 

 

●

Results reflect strong leasing rates and occupancy at our residential properties and the termination of the New York City (“NYC”) lease at the 250 Livingston Street office property in August 2025.

 

●

Record quarterly revenues of $40.5 million for the third quarter of 2026 vs $37.7 million for the third quarter of 2025. Residential revenues were $34.0 million for the third quarter of 2026 vs.$29.8 million for the third quarter of 2025, an increase of $4.2 million primarily due to strong residential leasing. Commercial revenues were $6.5 million for the third quarter of 2026 vs $7.9 million for the third quarter of 2025, a decrease of $1.4 million primarily due to the NYC lease termination in August 2025 net of new commercial leases.

 

●

Quarterly income from operations of $9.9 million for the third quarter of 2026 vs $8.9 million for the third quarter of 2025.

 

●

Quarterly net operating income (“NOI”)1 of $22.3 million for the third quarter of 2026 vs $20.8 million for the third quarter of 2025.

 

●

Quarterly net loss of $5.9 million for the third quarter of 2026 vs a net loss of $4.6 million for the third quarter of 2025.

 

●

Adjusted funds from operations (“AFFO”)1 of $4.1 million for the third quarter of 2026 vs $5.6 million for the third quarter of 2025.

 

●

Declared a dividend of $0.095 per share for the third quarter of 2026

 

David Bistricer, Co-Chairman, and Chief Executive Officer, commented,

 

“For the quarter, the main highlights are continued strong residential leasing and significant progress made towards resolving lender issues at our 250 Livingston Street office property. The residential properties continued to have high occupancy and strong renter demand. New free market leases exceeded previous rents by 9% and renewals by over 5% and our major residential properties are leased at very high levels. Furthermore, our new Prospect House property at 953 Dean Street in Brooklyn, NY is fully operational after going in service last year.

 

Financial Results for the Three Months Ended September 30, 2026

 

Our results reflect the strength of residential leasing and progress towards resolving previously disclosed lender issues at our 250 Livingston Street office property.

 

At the 250 Livingston Street office property, the principal tenant, NYC, terminated its lease in August 2025 with the principal remaining revenue source coming from 36 residential units. After the NYC lease termination, we notified the property’s lender and special loan servicer that we did not plan to continue supporting the property’s ongoing operating and debt service shortfall and ceased making payments for interest and property tax escrows (including default interest of 5%). Since then, the lender has reimbursed or paid substantially all expenses of the property. In April 2026, the court entered an order granting the lender's demand to appoint a temporary receiver. Effective as of June 4, 2026, the lender and the Company entered into a Consent and Cooperation Agreement (the “Agreement”) to sell the loan during a marketing period. At the end of such marketing period, the lender has the right to foreclose on the 250 Livingston Street property, including taking the deed to the property in lieu of foreclosure. As of November 4, 2026, the lender has not taken any such actions.

 


1 NOI and AFFO are non-GAAP financial measures. For a definition of these financial measures and a reconciliation of such measures to the most comparable GAAP measures, see “Reconciliation of Non-GAAP Measures” at the end of this release.

 


 

Revenues. For the third quarter of 2026, revenues were $40.5 million as compared to revenues of $37.7 million during the third quarter of 2025, an increase of $2.8 million. Revenues increased by $4.2 million or 14.1% at our residential properties due to strong residential rental rates and occupancy at our properties and a full quarter of Dean Street property that was placed into service in August 2025. Commercial revenue decreased by $1.4 million due to the loss of revenue from the termination of the NYC lease in August 2025 of $2.2 million, partially offset by some new commercial leases at Tribeca House and higher real estate tax reimbursement at 141 Livingston of $0.8 million. 

 

Net Loss. For the third quarter of 2026, net loss was $5.9 million ($0.18 per share) compared to net loss of $4.6 million ($0.14 per share) for the third quarter of 2025, an increase of $1.3 million. $4.1 million of the net loss for the third quarter of 2026 was due to the termination of the NYC lease at the 250 Livingston Street office property effective mid-August 2025, substantially all of which is non-cash, whereby the lender funded all expenses and collected all the residual residential rents since termination of the NYC lease. This increased loss was partially offset by $2.5 million lower loss due to strong residential leasing, full stabilization of the Dean Street property and some new commercial leases at Tribeca House, all net of annual increases in real estate taxes and insurance and some legal expenses and $0.2 million additional loss on sale of the 10 West 65th St property in the third quarter of 2025.

 

AFFO. For the third quarter of 2026, AFFO was $4.1 million, or $0.10 per share, compared to $5.6 million, or $0.13 per share, for the third quarter of 2025, a decrease of $1.5 million. Of the decrease, $4.0 million was due to the termination of the NYC lease at the 250 Livingston Street office property, substantially all of which is non-cash in 2026 as described above; partially offset by $2.5 million of greater AFFO due to strong residential leasing and some new leases at Tribeca House, all net of annual increases in real estate taxes and insurance and some legal expenses at the remaining residential properties and 141 Livingston Street office property.

 

Balance Sheet

 

On September 30, 2026, notes payable (excluding unamortized loan costs) were $1,286.9 million, compared to $1,286.2 million at December 31, 2025.

 

At September 30, 2026, cash and cash equivalents were $30.6 million compared to $30.8 million at December 31, 2025, and restricted cash was $23.1 million at September 30, 2026, compared to $27.3 million at December 31, 2025. The level cash and cash equivalents position at September 30, 2026, and December 31, 2025, reflects strong operating cash flow from our residential properties used to fund capital spending and the quarterly equity distribution.

 

Dividend

 

The Company today announced a third quarter dividend of $0.095 per share, the same amount as last quarter, to shareholders of record on November 17, 2026, payable November 25, 2026.

 

Conference Call and Supplemental Material

 

The Company will host a conference call on November 4, 2026, at 5:00 PM Eastern Time to discuss the third quarter 2026 results and provide a business update. The conference call can be accessed by dialing (800) 346-7359 or (973) 528-0008, conference entry code 614133. A replay of the call will be available from November 4, 2026, following the call, through November 18, 2026, by dialing (800) 332-6854 or (973) 528-0005, replay conference ID 614133. Supplemental data to this press release can be found under the “Quarterly Earnings” navigation tab on the “Investors” page of our website at www.clipperrealty.com. The Company’s filings with the Securities and Exchange Commission (the “SEC”) are filed at www.sec.gov under Clipper Realty Inc.

 

About Clipper Realty Inc.

 

Clipper Realty Inc. (NYSE: CLPR) 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 portfolio in Manhattan and Brooklyn. For more information on the Company, please visit www.clipperrealty.com.

 

Forward-Looking Statements

 

Various statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include estimates concerning capital projects and the success of specific properties. Our forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "intend," "anticipate," "potential," "plan" or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this press release speak only as of the date of this press release.

 


 

We disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties), most of which are difficult to predict and many of which are beyond our control and which may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a discussion of these and other important factors that could affect our actual results, please refer to our filings with the SEC, including the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2025, and other reports filed from time to time with the SEC.

 

 

Contact Information:

Lawrence Kreider

Chief Financial Officer

(718) 438-2804 x2231

larry@clipperrealty.com

 


 

Clipper Realty Inc.

Consolidated Balance Sheets

(In thousands, except for share and per share data)

 

​

​

September 30, 2026

​

​

December 31, 2025

​

​

​

(unaudited)

​

​

​

​

​

ASSETS

​

​

​

​

​

​

​

​

Investment in real estate

​

​

​

​

​

​

​

​

Land and improvements

​

$

559,419

​

​

$

559,419

​

Building and improvements

​

​

843,892

​

​

​

836,437

​

Tenant improvements

​

​

6,475

​

​

​

6,386

​

Furniture, fixtures and equipment

​

​

14,185

​

​

​

13,684

​

Total investment in real estate

​

​

1,423,971

​

​

​

1,415,926

​

Accumulated depreciation

​

​

(290,989

)

​

​

(266,976

)

Investment in real estate, net

​

​

1,132,982

​

​

​

1,148,950

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

30,632

​

​

​

30,815

​

Restricted cash

​

​

23,073

​

​

​

27,339

​

Tenant and other receivables, net of allowance for doubtful accounts of $300 and $317, respectively

​

​

7,815

​

​

​

8,676

​

Deferred rent

​

​

2,741

​

​

​

2,067

​

Deferred costs and intangible assets, net

​

​

5,010

​

​

​

5,326

​

Prepaid expenses and other assets

​

​

14,387

​

​

​

11,146

​

TOTAL ASSETS

​

$

1,216,640

​

​

$

1,234,319

​

​

​

​

​

​

​

​

​

​

LIABILITIES AND EQUITY (DEFICIT)

​

​

​

​

​

​

​

​

Liabilities:

​

​

​

​

​

​

​

​

Notes payable, net of unamortized loan costs of $6,310 and $8,712, respectively

​

$

1,280,632

​

​

$

1,277,521

​

Accounts payable and accrued liabilities

​

​

28,828

​

​

​

18,092

​

Security deposits

​

​

9,769

​

​

​

9,519

​

Other liabilities

​

​

12,321

​

​

​

9,941

​

TOTAL LIABILITIES

​

​

1,331,550

​

​

​

1,315,073

​

​

​

​

​

​

​

​

​

​

Equity:

​

​

​

​

​

​

​

​

Preferred stock, $0.01 par value; 100,000 shares authorized (including 140 shares of 12.5% Series A cumulative non-voting preferred stock), zero shares issued and outstanding

​

​

-

​

​

​

-

​

Common stock, $0.01 par value; 500,000,000 shares authorized, 16,157,566 shares issued and outstanding

​

​

160

​

​

​

160

​

Additional paid-in-capital

​

​

91,146

​

​

​

90,677

​

Accumulated deficit

​

​

(135,018

)

​

​

(121,543

)

Total stockholders' equity

​

​

(43,712

)

​

​

(30,706

)

Non-controlling interests

​

​

(71,198

)

​

​

(50,048

)

TOTAL EQUITY (DEFICIT)

​

​

(114,910

)

​

​

(80,754

)

​

​

​

​

​

​

​

​

​

TOTAL LIABILITIES AND EQUITY (DEFICIT)

​

$

1,216,640

​

​

$

1,234,319

​

 


 

Clipper Realty Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

​

​

Three Months Ended September 30,

​

​

Nine Months Ended September 30,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

REVENUES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential rental income

​

$

33,964

​

​

$

29,773

​

​

$

98,090

​

​

$

88,017

​

Commercial rental income

​

​

6,520

​

​

​

7,925

​

​

​

19,084

​

​

​

28,115

​

TOTAL REVENUES

​

​

40,484

​

​

​

37,698

​

​

​

117,174

​

​

​

116,132

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

OPERATING EXPENSES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Property operating expenses

​

​

9,665

​

​

​

9,215

​

​

​

29,267

​

​

​

28,887

​

Real estate taxes and insurance

​

​

8,400

​

​

​

7,894

​

​

​

23,526

​

​

​

23,039

​

General and administrative

​

​

4,376

​

​

​

3,697

​

​

​

12,736

​

​

​

11,341

​

Transaction pursuit costs

​

​

-

​

​

​

10

​

​

​

-

​

​

​

-

​

Depreciation and amortization

​

​

8,112

​

​

​

7,997

​

​

​

24,114

​

​

​

22,947

​

Impairment of Long-Lived Assets

​

​

-

​

​

​

-

​

​

​

-

​

​

​

33,780

​

TOTAL OPERATING EXPENSES

​

​

30,553

​

​

​

28,813

​

​

​

89,643

​

​

​

119,994

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Litigation settlement and other

​

​

(50

)

​

​

-

​

​

​

(3,859

)

​

​

(26

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

INCOME FROM OPERATIONS

​

​

9,881

​

​

​

8,885

​

​

​

23,672

​

​

​

(3,888

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loss on disposal of long-lived assets

​

​

-

​

​

​

(172

)

​

​

-

​

​

​

(857

)

Interest expense, net

​

​

(15,793

)

​

​

(13,320

)

​

​

(46,993

)

​

​

(36,321

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss

​

​

(5,912

)

​

​

(4,607

)

​

​

(23,321

)

​

​

(41,066

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss attributable to non-controlling interests

​

​

3,663

​

​

​

2,856

​

​

​

14,451

​

​

​

25,451

​

Net loss attributable to common stockholders

​

$

(2,249

)

​

$

(1,751

)

​

$

(8,870

)

​

$

(15,615

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net loss per share

​

$

(0.18

)

​

$

(0.14

)

​

$

(0.67

)

​

$

(1.07

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average common shares / OP units

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common shares outstanding

​

​

16,158

​

​

​

16,147

​

​

​

16,154

​

​

​

16,147

​

OP units outstanding

​

​

26,317

​

​

​

26,317

​

​

​

26,317

​

​

​

26,317

​

Diluted shares outstanding

​

​

42,475

​

​

​

42,464

​

​

​

42,471

​

​

​

42,464

​

 


 

Clipper Realty Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

​

​

Nine Months Ended September 30,

​

​

​

2026

​

​

2025

​

CASH FLOWS FROM OPERATING ACTIVITIES

​

​

​

​

​

​

​

​

Net loss

​

$

(23,321

)

​

$

(41,066

)

​

​

​

​

​

​

​

​

​

Adjustments to reconcile net loss to net cash provided by operating activities:

​

​

​

​

​

​

​

​

Depreciation

​

​

24,012

​

​

​

22,871

​

Amortization of deferred financing costs

​

​

2,606

​

​

​

1,744

​

Amortization of deferred costs and intangible assets

​

​

463

​

​

​

437

​

Impairment of long-lived asset

​

​

-

​

​

​

33,780

​

Deferred rent

​

​

(674

)

​

​

106

​

Stock-based compensation

​

​

3,258

​

​

​

3,298

​

Bad debt expense

​

​

(5

)

​

​

49

​

Changes in operating assets and liabilities:

​

​

​

​

​

​

​

​

Tenant and other receivables

​

​

928

​

​

​

(1,235

)

Prepaid expenses, other assets and deferred costs

​

​

(3,446

)

​

​

(6,045

)

Accounts payable and accrued liabilities

​

​

11,121

​

​

​

1,081

​

Security deposits

​

​

250

​

​

​

373

​

Other liabilities

​

​

2,376

​

​

​

214

​

Net cash provided by operating activities

​

​

17,568

​

​

​

16,464

​

​

​

​

​

​

​

​

​

​

CASH FLOWS FROM INVESTING ACTIVITIES

​

​

​

​

​

​

​

​

Additions to land, buildings and improvements

​

​

(8,429

)

​

​

(30,511

)

Proceeds from sale of real estate

​

​

-

​

​

​

43,489

​

Sale and purchase of interest rate caps, net

​

​

-

​

​

​

(97

)

Net cash (used in) provided by investing activities

​

​

(8,429

)

​

​

12,881

​

​

​

​

​

​

​

​

​

​

CASH FLOWS FROM FINANCING ACTIVITIES

​

​

​

​

​

​

​

​

Payments of mortgage notes

​

​

(1,291

)

​

​

(163,639

)

Proceeds from mortgage notes

​

​

2,000

​

​

​

169,438

​

Dividends and distributions

​

​

(14,093

)

​

​

(13,842

)

Loan issuance and extinguishment costs

​

​

(204

)

​

​

(2,709

)

Net cash (used in) provided by financing activities

​

​

(13,588

)

​

​

(10,752

)

​

​

​

​

​

​

​

​

​

Net increase in cash and cash equivalents and restricted cash

​

​

(4,449

)

​

​

18,593

​

Cash and cash equivalents and restricted cash - beginning of period

​

​

58,154

​

​

​

38,052

​

Cash and cash equivalents and restricted cash - end of period

​

$

53,705

​

​

$

56,645

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents and restricted cash - beginning of period:

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

30,815

​

​

$

19,896

​

Restricted cash

​

​

27,339

​

​

​

18,156

​

Total cash and cash equivalents and restricted cash - beginning of period

​

$

58,154

​

​

$

38,052

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents and restricted cash - end of period:

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

30,632

​

​

$

26,052

​

Restricted cash

​

​

23,073

​

​

​

30,593

​

Total cash and cash equivalents and restricted cash - end of period

​

$

53,705

​

​

$

56,645

​

​

​

​

​

​

​

​

​

​

Supplemental cash flow information:

​

​

​

​

​

​

​

​

Cash paid for interest, net of capitalized interest of $0 and $2,780 in 2026 and 2025, respectively

​

$

35,873

​

​

$

35,675

​

Non-cash interest capitalized to real estate under development

​

​

-

​

​

​

1,913

​

Additions to investment in real estate included in accounts payable and accrued liabilities

​

​

1,697

​

​

​

2,366

​

 


 

Clipper Realty Inc.

Reconciliation of Non-GAAP Measures

(In thousands, except per share data)

(Unaudited)

 

Non-GAAP Financial Measures 

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 non-recurring 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 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 loan 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 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,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Funds from Operations ("FFO")

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

(5,912

)

​

$

(4,607

)

​

$

(23,321

)

​

$

(41,066

)

Real estate depreciation and amortization

​

​

8,112

​

​

​

7,997

​

​

​

24,114

​

​

​

22,947

​

FFO

​

$

2,200

​

​

$

3,390

​

​

$

793

​

​

$

(18,119

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted Funds from Operations ("AFFO")

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FFO

​

$

2,200

​

​

$

3,390

​

​

$

793

​

​

$

(18,119

)

Amortization of real estate tax intangible

​

​

121

​

​

​

120

​

​

​

361

​

​

​

361

​

Straight-line rent adjustments

​

​

(201

)

​

​

47

​

​

​

(674

)

​

​

106

​

Amortization of debt origination costs

​

​

868

​

​

​

830

​

​

​

2,606

​

​

​

1,744

​

Amortization of LTIP awards

​

​

1,086

​

​

​

1,077

​

​

​

3,258

​

​

​

3,298

​

Transaction pursuit costs

​

​

-

​

​

​

10

​

​

​

-

​

​

​

-

​

Impairment of Long-Lived Assets

​

​

-

​

​

​

-

​

​

​

-

​

​

​

33,780

​

Loss on disposal of long-lived assets

​

​

-

​

​

​

172

​

​

​

-

​

​

​

857

​

Litigation settlement and other

​

​

50

​

​

​

-

​

​

​

3,859

​

​

​

26

​

Recurring capital spending

​

​

(11

)

​

​

(31

)

​

​

(82

)

​

​

(100

)

AFFO

​

$

4,113

​

​

$

5,615

​

​

$

10,121

​

​

$

21,953

​

AFFO Per Share/Unit

​

$

0.10

​

​

$

0.13

​

​

$

0.24

​

​

$

0.52

​

 

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 non-recurring 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,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Adjusted EBITDA

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

(5,912

)

​

$

(4,607

)

​

$

(23,321

)

​

$

(41,066

)

Real estate depreciation and amortization

​

​

8,112

​

​

​

7,997

​

​

​

24,114

​

​

​

22,947

​

Amortization of real estate tax intangible

​

​

121

​

​

​

120

​

​

​

361

​

​

​

361

​

Straight-line rent adjustments

​

​

(201

)

​

​

47

​

​

​

(674

)

​

​

106

​

Amortization of LTIP awards

​

​

1,086

​

​

​

1,077

​

​

​

3,258

​

​

​

3,298

​

Interest expense, net

​

​

15,793

​

​

​

13,320

​

​

​

46,993

​

​

​

36,322

​

Transaction pursuit costs

​

​

-

​

​

​

10

​

​

​

-

​

​

​

-

​

Impairment of Long-Lived Assets

​

​

-

​

​

​

-

​

​

​

-

​

​

​

33,780

​

Loss on disposal of long-lived assets

​

​

-

​

​

​

172

​

​

​

-

​

​

​

857

​

Litigation settlement and other

​

​

50

​

​

​

-

​

​

​

3,859

​

​

​

26

​

Adjusted EBITDA

​

$

19,049

​

​

$

18,136

​

​

$

54,590

​

​

$

56,631

​

 

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,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

​

NOI

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income from operations

​

$

9,881

​

​

$

8,885

​

​

$

23,672

​

​

$

(3,888

)

Real estate depreciation and amortization

​

​

8,112

​

​

​

7,997

​

​

​

24,114

​

​

​

22,947

​

General and administrative expenses

​

​

4,376

​

​

​

3,697

​

​

​

12,736

​

​

​

11,341

​

Transaction pursuit costs

​

​

-

​

​

​

10

​

​

​

-

​

​

​

-

​

Amortization of real estate tax intangible

​

​

121

​

​

​

120

​

​

​

361

​

​

​

361

​

Amortization of above- and below-market leases

​

​

-

​

​

​

-

​

​

​

-

​

​

​

-

​

Straight-line rent adjustments

​

​

(201

)

​

​

47

​

​

​

(674

)

​

​

106

​

Loss on impairment of long-lived assets

​

​

-

​

​

​

​

​

​

​

-

​

​

​

33,780

​

Litigation settlement and other

​

​

50

​

​

​

-

​

​

​

3,859

​

​

​

26

​

NOI

​

$

22,339

​

​

$

20,756

​

​

$

64,068

​

​

$

64,673

​

 

Filing Exhibits & Attachments

5 documents

Keep reading