UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-10-QQ

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterlyquarterly period ended September 30, 2017March 31, 2021

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number: 001-38010001-38010

CLIPPER REALTY INC.

(Exact name of Registrant as specified in its charter)  

Maryland

47-4579660

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

4611 12THth Avenue, Suite 1L

Brooklyn, New York 11219

(Address of principal executive offices) (Zip Code)

(718) 438-2804438-2804

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ☒     No ☐

 

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  

Accelerated filer  

Non-accelerated filer  (Do not check if a smaller reporting company) ☒

  ☐ 

Smaller reporting company  

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐  No  ☒

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

 

As of October 27, 2017,May 10, 2021, there were 17,812,75516,063,228 shares of the Registrant’s Common Stock outstanding.

 



 

TABLE OF CONTENTS

 

 

Page

PART I FINANCIAL INFORMATION

3

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

  

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

4

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2017MARCH 31, 2021 (UNAUDITED) AND DECEMBER 31, 20162020

4

3

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2021 AND 20162020 (UNAUDITED)

5

4

CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN EQUITY FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2021 AND 2020 (UNAUDITED)

6

5

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2021 AND 20162020 (UNAUDITED)

7

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8

7

ITEM 2.2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

21

ITEM 3.3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

31

29

ITEM 4.  CONTROLS AND PROCEDURES

31

29

  

PART II OTHER INFORMATION

32
  

ITEM 1.1.  LEGAL PROCEEDINGS

32

30

ITEM 1A.  RISK FACTORS

32

30

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

32

31

ITEM 4.  MINE SAFETY DISCLOSURE

32

31

ITEM 5.  OTHER INFORMATION31

ITEM 6.  EXHIBITS

33

31

SIGNATURES

34

32

 


 

PART I. I FINANCIAL INFORMATION

 

Cautionary Note Concerning Forward-Looking StatementsCAUTIONARY 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 effect of the ongoing novel strain of coronavirus (“COVID-19”) pandemic, and measures intended to curb its spread, including its effect on our tenants’ ability or willingness to pay rents and on demand for housing in the New York metropolitan area;

the severe economic, market and other disruptions worldwide caused, and likely to continue to be caused, by the COVID-19 pandemic;

 

market and economic conditions affecting occupancy levels, rental rates the overall market value(including continued declines at one of our properties), the overall market value of our properties, our access to capital and the cost of capital and the cost of capital and our ability to refinance indebtedness;

 

 

economic or regulatory developments in New YorkYork City;

 

the single government tenant in our commercial buildings may suffer financial difficulty;

 

the single government tenantchanges in our commercial buildings may suffer financial difficulty;rent stabilization regulations or claims by tenants in rent-stabilized units that their rents exceed specified maximum amounts under current regulations;

 

 

our ability to control operating costs to the degree anticipated;

 

 

the risk of damage to our properties, including from severe weather, naturalnatural disasters, climate change and terrorist attacks;

 

 

risks related to financing, cost overrunsoverruns 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;

 

concessions or significant capital expenditures that may be required to attract and retain tenants;

 

concessions or significant capital expenditures that may be required to attract and retain tenants;the relative illiquidity of real estate investments;

 

 

the relative illiquidity of real estate investments;

competitioncompetition affecting our ability to engage in investment and development opportunities or attract or retain tenants;

 

unknown or contingent liabilities in properties acquired in formative and future transactions;

 

changesunknown or contingent liabilities in rent stabilization regulations or claims by tenantsproperties acquired in rent-stabilized units that their rents exceed specified maximum amounts under current regulations;formative and future transactions;

 

 

the possible effects of departure of key personnel in our management team on our investment opportunities and relationships with lenders and prospective business partners;

 

 

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;

 

 

a transfer of a controlling interest in any of our propertiesproperties may obligate us to pay transfer tax based on the fair market value of the real property transferred; and

 

the impact of the recent restatement of our financial statements for the first three quarters of 2020 and management’s recently identified material weakness in our internal control over financial reporting; and

 

other risks and risk factors or uncertainties identified from time to time in our filings with the Securities and Exchange Commission (the “SEC”(“SEC”).

 

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2020, filed with the SEC on March 31, 2017.16, 2021, and other reports filed from time to time with the SEC. Clipper Realty Inc. undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise.

 


2

 

ITEM 1.   CONDENSED FINANCIAL STATEMENTS

 

Clipper RealtyRealty Inc.

Consolidated Balance Sheets

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

 

  

September 30,
2017

  

December 31,
2016

 
  

(unaudited)

     

ASSETS

        

Investment in real estate

        

Land and improvements

 $433,666  $433,666 

Building and improvements

  445,482   435,318 

Tenant improvements

  3,003   2,986 

Furniture, fixtures and equipment

  9,758   9,281 

Real estate under development

  92,441    

Total investment in real estate

  984,350   881,251 

Accumulated depreciation

  (69,570)  (58,174)

Investment in real estate, net

  914,780   823,077 

Cash and cash equivalents

  54,769   37,547 

Restricted cash

  17,799   11,105 

Tenant and other receivables, net of allowance for doubtful accounts of $2,115 and $2,768, respectively

  5,206   4,485 

Deferred rent

  3,588   3,825 

Deferred costs and intangible assets, net

  12,046   13,953 

Prepaid expenses and other assets

  15,201   11,216 

TOTAL ASSETS

 $1,023,389  $905,208 
         

LIABILITIES AND EQUITY

        
Liabilities:        

Notes payable, net of unamortized loan costs of $11,351 and $10,134, respectively

 $810,044  $754,459 

Accounts payable and accrued liabilities

  7,415   8,982 

Security deposits

  6,501   6,248 

Below-market leases, net

  5,522   6,862 

Other liabilities

  3,671   2,441 

TOTAL LIABILITIES

  833,153   778,992 
Equity:        

Preferred stock, $0.01 par value, 12.5% Series A cumulative non-voting, $137,500 liquidation preference; zero and 132 shares issued and outstanding, respectively

      

Common stock, $0.01 par value; 500,000,000 shares authorized, 17,812,755 and 11,422,606 shares issued and outstanding, respectively

  178   114 

Additional paid-in-capital

  91,841   46,671 

Accumulated deficit

  (15,232)  (8,584)

Total stockholders’ equity

  76,787   38,201 

Non-controlling interests

  113,449   88,015 

TOTAL EQUITY

  190,236   126,216 

TOTAL LIABILITIES AND EQUITY

 $1,023,389  $905,208 

See accompanying notes to these consolidated financial statements.


  

March 31,
2021

  

December 31,
2020

 
  

(unaudited)

     

ASSETS

        

Investment in real estate

        

Land and improvements

 $540,859  $540,859 

Building and improvements

  634,502   630,662 

Tenant improvements

  3,243   3,121 

Furniture, fixtures and equipment

  12,278   12,217 

Real estate under development

  37,637   36,118 

Total investment in real estate

  1,228,519   1,222,977 

Accumulated depreciation

  (138,650)  (132,479)

Investment in real estate, net

  1,089,869   1,090,498 

Cash and cash equivalents

  87,952   72,058 

Restricted cash

  18,244   16,974 

Tenant and other receivables, net of allowance for doubtful accounts of $7,199 and $5,993, respectively

  8,343   7,002 

Deferred rent

  2,455   2,454 

Deferred costs and intangible assets, net

  7,568   7,720 

Prepaid expenses and other assets

  8,975   11,160 

TOTAL ASSETS

 $1,223,406  $1,207,866 
         

LIABILITIES AND EQUITY

        
Liabilities:        

Notes payable, net of unamortized loan costs of $10,713 and $10,262, respectively

 $1,104,479  $1,079,458 

Accounts payable and accrued liabilities

  12,492   11,725 

Security deposits

  6,989   6,983 

Below-market leases, net

  126   157 

Other liabilities

  6,045   5,429 

TOTAL LIABILITIES

  1,130,131   1,103,752 
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

  0   0 

Common stock, $0.01 par value; 500,000,000 shares authorized, 16,063,228 shares issued and outstanding

  160   160 

Additional paid-in-capital

  87,469   87,347 

Accumulated deficit

  (52,275)  (48,045)

Total stockholders’ equity

  35,354   39,462 

Non-controlling interests

  57,921   64,652 

TOTAL EQUITY

  93,275   104,114 

TOTAL LIABILITIES AND EQUITY

 $1,223,406  $1,207,866 

Clipper Realty Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

REVENUES

                

Residential rental income

 $18,558  $17,667  $54,674  $49,405 

Commercial income

  5,476   4,884   16,418   13,843 

Tenant recoveries

  1,162   1,086   3,223   2,969 

Garage and other income

  812   1,199   2,314   2,550 

TOTAL REVENUES

  26,008   24,836   76,629   68,767 
                 

OPERATING EXPENSES

                

Property operating expenses

  6,519   6,201   20,188   18,885 

Real estate taxes and insurance

  5,536   4,883   15,005   13,023 

General and administrative

  2,501   2,395   7,285   6,317 

Acquisition costs

  10      37   407 

Depreciation and amortization

  4,086   4,008   12,084   10,646 

TOTAL OPERATING EXPENSES

  18,652   17,487   54,599   49,278 
                 

INCOME FROM OPERATIONS

  7,356   7,349   22,030   19,489 
                 

Interest expense, net

  (8,925)  (9,886)  (26,508)  (28,749)
                 

Net loss

  (1,569)  (2,537)  (4,478)  (9,260)
                 

Net loss attributable to non-controlling interests

  938   1,769   2,736   6,457 

Dividends attributable to preferred shares

     (4)  (8)  (11)

Net loss attributable to common stockholders

 $(631) $(772) $(1,750) $(2,814)

Basic and diluted net loss per share

 $(0.04) $(0.07) $(0.11) $(0.25)

 

See accompanying notes to these consolidated financial statements.

 


 

Clipper Realty Inc.

Consolidated Statements of EquityOperations

(In thousands, except forper share data)

(Unaudited)

 

  

Number of

preferred
shares

  

Number of
common
shares

  

Common
stock

  

Additional
paid-in-
capital

  

Accumulated
deficit

  

Total
stockholders’
equity

  

Non-
controlling
interests

  

Total
equity

 

Balance December 31, 2016

  132   11,422,606  $114  $46,671  $(8,584) $38,201  $88,015  $126,216 
                                 

Issuance of common stock

     6,390,149   64   78,621      78,685      78,685 

Redemption of preferred shares

  (132)        (145)     (145)     (145)

Amortization of LTIP grants

                    2,268   2,268 

Dividends and distributions

              (4,906)  (4,906)  (7,404)  (12,310)

Net loss

              (1,742)  (1,742)  (2,736)  (4,478)

Reallocation of noncontrolling interest

           (33,306)     (33,306)  33,306    

Balance September 30, 2017

     17,812,755  $178  $91,841  $(15,232) $76,787  $113,449  $190,236 

See accompanying notes to these consolidated financial statements.


  

Three Months Ended
March 31,

 
  

2021

  

2020

 

REVENUES

        

Residential rental income

 $21,604  $23,718 

Commercial rental income

  9,047   7,597 

TOTAL REVENUES

  30,651   31,315 
         

OPERATING EXPENSES

        

Property operating expenses

  8,642   7,159 

Real estate taxes and insurance

  7,312   6,864 

General and administrative

  2,293   2,323 

Transaction pursuit costs

  60   0 

Depreciation and amortization

  6,227   5,558 

TOTAL OPERATING EXPENSES

  24,534   21,904 
         

INCOME FROM OPERATIONS

  6,117   9,411 
         

Interest expense, net

  (10,217)  (9,788)

Loss on extinguishment of debt

  (3,034)  0 
         

Net loss

  (7,134)  (377)
         

Net loss attributable to non-controlling interests

  4,430   225 

Net loss attributable to common stockholders

 $(2,704) $(152)

Basic and diluted net loss per share

 $(0.18) $(0.01)

 Clipper Realty Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

  

Nine Months Ended September 30,

 
  

2017

  

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net loss

 $(4,478) $(9,260)

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

        

Depreciation

  11,396   9,845 

Amortization of deferred financing costs

  2,163   4,253 

Amortization of deferred costs and intangible assets

  1,864   1,987 

Amortization of above- and below-market leases

  (1,297)  (1,357)

Deferred rent

  237   (60)

Stock-based compensation

  2,268   1,891 

Change in fair value of interest rate caps

  359   9 

Changes in operating assets and liabilities:

        

Restricted cash

  (6,694)  (4,234)

Tenant and other receivables

  (721)  (2,451)

Prepaid expenses, other assets and deferred costs

  2,760   1,747 

Accounts payable and accrued liabilities

  (1,321)  2,267 

Security deposits

  253   257 

Other liabilities

  1,230   359 

Net cash provided by operating activities

  8,019   5,253 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

Additions to land, buildings, and improvements

  (14,104)  (12,988)

Acquisition deposit

  (8,126)  (15,000)

Cash paid in connection with acquisition of real estate

  (87,586)  (102,845)

Net cash used in investing activities

  (109,816)  (130,833)
         

CASH FLOWS FROM FINANCING ACTIVITIES

        

Proceeds and costs from sale of common stock

  78,685   (526)

(Redemption) sale of preferred stock

  (145)  132 

Payments of mortgage notes

  (2,545)  (55,530)

Proceeds from mortgage notes

  59,347   149,500 

Dividends and distributions

  (12,310)  (7,457)

Loan costs and other

  (4,013)  (3,770)

Net cash provided by financing activities

  119,019   82,349 
         

Net increase (decrease) in cash and cash equivalents

  17,222   (43,231)

Cash and cash equivalents - beginning of period

  37,547   125,332 

Cash and cash equivalents - end of period

 $54,769  $82,101 
         

Supplemental cash flow information:

        

Cash paid for interest, net of capitalized interest of $1,720 in 2017

 $24,848  $24,868 

Other non-cash items capitalized to real estate under development

  1,409   - 

 

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, 2020

  16,063,228  $160  $87,347  $(48,045) $39,462  $64,652  $104,114 

Amortization of LTIP grants

     0            486   486 

Dividends and distributions

     0   0   (1,526)  (1,526)  (2,665)  (4,191)

Net loss

     0      (2,704)  (2,704)  (4,430)  (7,134)

Reallocation of noncontrolling interests

     0   122   0   122   (122)  0 

Balance March 31, 2021

  16,063,228  $160  $87,469  $(52,275) $35,354  $57,921  $93,275 

  

Number of
common
shares

  

Common
stock

  

Additional
paid-in-
capital

  

Accumulated
deficit

  

Total
stockholders
equity

  

Non-
controlling
interests

  

Total
equity

 

Balance December 31, 2019

  17,814,672  $178  $93,431  $(36,375) $57,234  $84,549  $141,783 

Amortization of LTIP grants

     0            158   158 

Dividends and distributions

     0   0   (1,692)  (1,692)  (2,584)  (4,276)

Net loss

     0      (152)  (152)  (225)  (377)

Reallocation of noncontrolling interests

     0   30   0   30   (30)  0 

Balance March 31, 2020

  17,814,672  $178  $93,461  $(38,219) $55,420  $81,868  $137,288 

See accompanying notes to these consolidated financial statements.


Clipper Realty Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

  

Three Months Ended March 31,

 
  

2021

  

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net loss

 $(7,134) $(377)

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

        

Depreciation

  6,171   5,485 

Amortization of deferred financing costs

  308   304 

Amortization of deferred costs and intangible assets

  176   192 

Amortization of above- and below-market leases

  (31)  (99)

Loss on extinguishment of debt

  3,034   0 

Deferred rent

  (1)  (228)

Stock-based compensation

  486   158 

Bad debt expense

  1,178   0 

Transaction pursuit costs

  60   0 

Changes in operating assets and liabilities:

        

Tenant and other receivables

  (2,519)  (563)

Prepaid expenses, other assets and deferred costs

  2,101   5,918 

Accounts payable and accrued liabilities

  2,986   (1,926)

Security deposits

  6   67 

Other liabilities

  616   119 

Net cash provided by operating activities

  7,437   9,050 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

Additions to land, buildings, and improvements

  (7,745)  (7,101)

Purchase of interest rate cap

  0   (14)

Net cash used in investing activities

  (7,745)  (7,115)
         

CASH FLOWS FROM FINANCING ACTIVITIES

        

Payments of mortgage notes

  (74,776)  (897)

Proceeds from mortgage notes

  100,248   176 

Dividends and distributions

  (4,191)  (4,276)

Loan issuance and extinguishment costs

  (3,809)  0 

Net cash provided by (used in) financing activities

  17,472   (4,997)
         

Net increase (decrease) in cash and cash equivalents and restricted cash

  17,164   (3,062)

Cash and cash equivalents and restricted cash - beginning of period

  89,032   56,932 

Cash and cash equivalents and restricted cash - end of period

 $106,196  $53,870 
         

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

        

Cash and cash equivalents

 $72,058  $42,500 

Restricted cash

  16,974   14,432 

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

 $89,032  $56,932 
         

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

        

Cash and cash equivalents

 $87,952  $36,298 

Restricted cash

  18,244   17,572 

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

 $106,196  $53,870 
         

Supplemental cash flow information:

        

Cash paid for interest, net of capitalized interest of $393 and $300 in 2021 and 2020, respectively

 $9,999  $9,532 

Non-cash interest capitalized to real estate under development

  16   280 

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

  1,970   2,581 

See accompanying notes to these consolidated financial statements.

6

Clipper Realty Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

1. Organization

INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The unaudited condensed consolidated financial statements of Clipper Realty Inc. (the Company”“Company” or “We”“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, 2020, filed with the SEC on March 16, 2021.

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

The Company was organized in the state of Maryland on July 7, 2015. On August 3, 2015, we completed certain formation transactions and the sale of shares of common stock in a private offering. We contributed the net proceeds of the private offering to Clipper Realty L.P., our operating partnership subsidiary (the “Operating Partnership”), in exchange for units in the Operating Partnership. The Operating Partnership in turn contributed such net proceeds to the limited liability companies (“LLC’s”LLCs”) that comprised the predecessor of the Company (the “Predecessor”) in exchange for classClass A LLC units in such LLC’sLLCs and became the managing member of such LLC’s.LLCs. The owners of the LLC’sLLCs exchanged their interests for classClass B LLC units and an equal number of special, non-economic, voting stock in the Company. The classClass B LLC units, together with the special voting shares, are convertible into common shares of the Company on a one-for-oneone-for-one basis and are entitled to distributions.

 

On June 27, 2016, the Operating Partnership acquired the Aspen property at 1955 First Avenue in Manhattan, New York.

On February 9, 2017, the Company priced an initial public offering of 6,390,149 primary shares of its common stock (including the exercise of the over-allotment option, which closed on March 10, 2017) at a price of $13.50 per share (the “IPO”). The net proceeds of the IPO were approximately $78.7 million. We contributed the proceeds of the IPO to Clipper Realty L.P., ourthe Operating Partnership, in exchange for units in the Operating Partnership.

 

On May 9, 2017, the Company completed the purchase of 107 Columbia Heights (subsequently renovated and rebranded “Clover House”), a 161-unit158-unit apartment community located in Brooklyn Heights, New York, for $87.5 million, financed withYork.

On October 27, 2017, the Company completed the acquisition of an 82-unit residential property at 10 West 65th Street in the Upper West Side neighborhood of Manhattan, New York.

On November 8, 2019, the Company completed the acquisition of 1010 Pacific Street located in the Prospect Heights neighborhood of Brooklyn, New York; the Company plans to redevelop the property as a $59 million secured mortgage loan.175-unit residential building.

 

As of September 30, 2017, March 31, 2021, the properties owned by the Company consist of the following (collectively, the “Properties���“Properties”):

 

Tribeca House in Manhattan, comprising two buildings, one with 21 stories and one with 12 stories, containing residential and retail space with an aggregate of approximately 481,000

Tribeca House in Manhattan, comprising two buildings, one with 21 stories and one with 12 stories, containing residential and retail space with an aggregate of approximately 483,000 square feet of residential rental Gross Leasable Area (“GLA”) and 77,000 square feet of retail rental and parking GLA;

7

 

Flatbush Gardens in Brooklyn, a 59-building multifamily housing complex with 2,496 rentable units;

Flatbush Gardens in Brooklyn, a 59-building residential housing complex with 2,493 rentable units;

 

141 Livingston Street in Brooklyn, a 15-story office building with approximately 216,000 square feet of GLA;

141 Livingston Street in Brooklyn, a 15-story office building with approximately 216,000 square feet of GLA;

 

250 Livingston Street in Brooklyn, a 12-story office and residential building with approximately 382,000 square feet of GLA (fully remeasured);

250 Livingston Street in Brooklyn, a 12-story office and residential building with approximately 370,000 square feet of GLA (fully remeasured);

 

Aspen in Manhattan, a 7-story building containing residential and retail space with approximately 166,000 square feet of residential rental GLA and approximately 21,000 square feet of retail rental GLA; and

Aspen in Manhattan, a 7-story building containing residential and retail space with approximately 166,000 square feet of residential rental GLA and approximately 21,000 square feet of retail rental GLA;

 

107 Columbia Heights in Brooklyn, a 10-story building containing approximately 154,000 square feet of residential space.

Clover House in Brooklyn, a 11-story residential building with approximately 102,000 square feet of residential rental GLA;

10 West 65th Street in Manhattan, a 6-story residential building with approximately 76,000 square feet of residential rental GLA; and

1010 Pacific Street in Brooklyn, which the Company plans to redevelop as a 9-story residential building with approximately 119,000 square feet of residential rental GLA.

 

On October 27, 2017,During 2019, we entered into a joint venture in which we own a 50% interest through which we are paying certain legal and advisory expenses in connection with various rent laws and ordinances which govern certain of our properties. During the three months ended March 31, 2021 and 2020, the Company completedincurred $0.02 million and $0.2 million, respectively, of such expenses, which are recorded as part of general and administrative in the acquisitionCondensed Consolidated Statements of a residential property at 10 West 65th Street in Manhattan, for $79.0 million. In connection with the acquisition,Operations, and the Company obtained a new $34.35 million mortgage loan, secured byhas fulfilled its commitment in the property.  The note bears interest at 3.375% for the first five years and thereafter at the prime rate plus 2.75%, subject to an option to fix the rate. The note requires interest-only payments for the first two years and monthly principal and interest payments thereafter based on a 30-year amortization schedule.     joint venture.

 

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.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 LLC’sLLCs that comprised the Predecessor.


 

At September 30, 2017, March 31, 2021, the Company’s interest, through the Operating Partnership, in the LLC’sLLCs that own the properties generally entitles it to 40.4%37.9% of the aggregate cash distributions from, and the profits and losses of, the LLC’s.LLCs.

 

As further discussed in Note 3, upon adoption of Accounting Standards Update (“ASU”) 2015-02, theThe Company determined that the Operating Partnership and the LLC’sLLCs are variable interest entities (“VIEs”) and that the Company was the primary beneficiary. The assets and liabilities of these VIEs represented substantially all of the Company’s assets and liabilities.

 

2. Sale Repurchase of Common Stock, Formation Transactions and Preferred Stock Redemption

 

As discussed in Note 1, in February 2017, In August 2020, the Company soldCompany’s board of directors (the “Board”) adopted a stock repurchase program to permit the repurchase of up to an aggregate of 6,390,149 primary$10.0 million in outstanding shares of the Company’s common stock. Under the repurchase program, the Company was permitted to repurchase its common stock at any time, or from time to time. The Company anticipated funding for the program to come from available sources of liquidity, including cash on hand and future cash flow. The repurchase program permitted shares to be repurchased in open market or private transactions, through block trades or otherwise. The number of shares repurchased and the timing, manner, price and amount of any repurchases was to be determined at the Company’s discretion, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses of capital and the Company’s financial performance. The repurchase program was permitted to be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity and other factors deemed appropriate by the Company. These factors could also affect the timing and amount of share repurchases. The repurchase program did not obligate the Company to repurchase any particular number of shares. On November 24, 2020, the Company completed the stock repurchase program. During the year ended December 31, 2020, the Company repurchased and retired 1,751,444 shares of common stock (includingunder the exerciserepurchase program for a total purchase price of the over-allotment option, which closed on March 10, 2017) to investors in a public offering at $13.50 per share.  The proceeds, net of offering costs, were approximately $78,685.$10.0 million.

 

On August 3, 2015, the Company sold 10,666,667 shares of common stock to private investors at a price of $13.50 per share. The proceeds, net of offering costs, were approximately $130,199.

8

3. Significant Accounting Policies

 

The Company contributed the net proceeds of the common stock offerings to the Operating Partnership in exchange for units in the Operating Partnership as described in Note 1.

Segments

 

On June 21, 2017, At March 31, 2021, the Company redeemed its preferred stock withhad two reportable operating segments, Residential Rental Properties and Commercial Rental Properties. The Companys chief operating decision maker may review operational and financial data on a payment of $145.property basis.

 

3. Significant Accounting Policies

Basis of Consolidation

 

The accompanying consolidatedconsolidated financial statements of the Company are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).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 interest.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.

 

Upon the adoption ofIn accordance with ASU 2017-01,2017-01, "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

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).

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 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 cannot be replaced without significant cost, effort or delay; or

 

The process is considered unique or scarce.

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.

9

 

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-marketbelow-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’sproperty’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, 2017.March 31, 2021.

 

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 amortizedamortized 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 (years)

10-44 

Tenant improvements

Shorter of useful life or lease term 

Furniture, fixtures and equipment (years)

3-15 

Building and improvements (in years)

 1044 

Tenant improvements

 

Shorter of useful life or lease term

 

Furniture, fixtures and equipment (in years)

 1015 

 

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.

 

10

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, and 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.charges less allowance for doubtful accounts. The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affectingaffecting the collectability of those balances. If a tenant fails to make contractual payments beyond any allowance, the Company may recognize additional bad debt expense in future periods.

 

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-partythird-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 financial statements.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 LossIncome (Loss)

 

Comprehensive lossincome (loss) is comprised of net lossincome (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, 2017 March 31, 2021 and 2016,2020, the Company did not own any financial instruments for which the change in value was not reported in net lossincome (loss); accordingly, and its comprehensive lossincome (loss) was its net lossincome (loss) as presented in the consolidated statements of operations.

 

Revenue Recognition

 

Rental revenue for commercial leases is recognized on a straight-line basis over the terms of the respectiverespective leases. Rental income attributable to residential leases and parking is recognized as earned, which is not materially different from the straight-line basis. Leases entered into by residents for apartment units are generally for one-year terms, renewable upon consent of both parties on an annual or monthly basis. 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 into 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.costs and are recorded as part of commercial rental income in the condensed consolidated statements of operations.

 

Beginning in 2018, the Company will apply ASU 2014-09, “Revenue with Contracts with Customers.” This ASU does not apply to the Company’s lease revenues, but will apply to a portion of tenant recoveries and garage and other revenue. Management believes substantially all of the Company’s revenue falls outside of the scope of this guidance and does not anticipate any significant changes to the timing of the Company’s revenue recognition. The Company intends to implement the standard retrospectively at the date of adoption.

Beginning in 2019, the Company will be required to apply ASU 2016-02, “Leases,” to its lease revenues. For lessors, the accounting remains largely unchanged from the current model, but updated to align with certain changes to the lessee model and ASU 2014-09 discussed above.

Stock-based Compensation

 

The Company accounts for stock-based compensation pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“FASB ASC”) Topic 718, “Compensation — Stock Compensation.” As such, all equity-based awards are reflected as compensation expense in the Company’s consolidated financial 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.

 

In April 2017, the Company granted 151,853 LTIP

11

As of March 31, 2021 and December 31, 2020, there were 1,735,563 and 1,410,371 long-term incentive plan (“LTIP”) units outstanding, respectively, with a weighted average grant date fair value of $10.96 per unit.

At September 30, 2017,$9.61 and December 31, 2016, there were 653,338 and 501,485 LTIP units outstanding, respectively, with a weighted grant-date fair value of $12.95 and $13.50$9.90 per unit, respectively. As of September 30, 2017, March 31, 2021, and December 31, 2016, 2020, there was $3.0$4.6 million and $3.5$2.4 million, respectively, of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under share incentive plans. As of September 30, 2017, March 31, 2021, the weighted averageweighted-average period over which the unrecognized compensation expense will be recorded is approximately 1.2 years.one year.

 


In March 2021, the Company granted employees and non-employee directors 222,298 and 102,894 LTIP units, respectively, with a weighted-average grant date fair value of $8.34 per unit.

 

Transaction Pursuit Costs

Transaction pursuit costs primarily reflect costs incurred for abandoned acquisition, disposition or other transaction pursuits.

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 U.S. Internal Revenue Code (the “Code”) commencing with its taxable year ended December 31, 2015.Code. To qualify as a REIT, the Company is required to distribute dividends equal to at least 90% of the REIT taxable income (computed without regard to the dividends paid deduction and net capital gains) to its stockholders, and meet the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided the Company qualifies for taxation as a REIT, it is generally not subject to U.S. federal corporate-level income tax on the earnings distributed currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates and any applicable alternative minimum tax. In addition, the Company may not be able to re-elect as a REIT for the four subsequent taxable years. The entities comprising the Predecessor are limited liability companies and are treated as pass-through entities for income tax purposes. Accordingly, no provision has been made for federal, state or local income or franchise taxes in the accompanying consolidated financial statements.

On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act was enacted to provide economic relief to companies and individuals in response to the COVID-19 pandemic. Included in the CARES Act are tax provisions which increase allowable interest expense deductions for 2019 and 2020 and increase the ability for taxpayers to use net operating losses. While we do not expect these provisions to have a material impact on the Company’s taxable income or tax liabilities, we continue to analyze the provisions of the CARES Act and related guidance as it is published.

 

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 or the Predecessor’s 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 9, “Fair8, “Fair Value of Financial Instruments”.

 

Derivative Financial InstrumentsInstruments

 

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 changeschanges 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, 2017, March 31, 2021, the Company has no derivatives for which it applies hedge accounting.

 

12

Earnings (Loss)Loss Per ShareShare

 

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, 2017 March 31, 2021 and 2016,2020, the Company hashad unvested LTIP Unitsunits which provide for non-forfeitablenon-forfeitable rights to dividend equivalentdividend-equivalent payments. Accordingly, these unvested LTIP Unitsunits are considered participating securities and are included in the computation of basic and diluted net loss per share pursuant to the two-classtwo-class method. The Company does did not have dilutive securities as of September 30, 2017 March 31, 2021 or 2016.2020.

 

The effect of the conversion of the 26,317 Class B LLC units outstanding is not reflected in the computation of basic and diluted net loss per share, as the effect would be anti-dilutive. The net loss allocableallocable to such units is reflected as noncontrollingnon-controlling interests in the accompanying consolidated financial statements.


 

The following table sets forth the computation of basic and diluted earnings (loss)net loss per share for the periods indicated (unaudited):

 

(dollar in thousands, except per share amounts)

 

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
 

2017

  

2016

  

2017

  

2016

  

Three Months Ended

March 31,

 

(in thousands, except per share amounts)

 

2021

 

2020

 

Numerator

                 

Net loss attributable to common stockholders

 $(631) $(772) $(1,750) $(2,814) $(2,704) $(152)

Less: income attributable to participating securities

  (62)  (32)  (167)  (87)  (165) (84)

Subtotal

 $(693) $(804) $(1,917) $(2,901) $(2,869) $(236)

Denominator

                 

Weighted average common shares outstanding

  17,813   11,423   16,756   11,423 

Weighted-average common shares outstanding

  16,063  17,815 
                 

Basic and diluted net loss per share attributable to common stockholders

 $(0.04) $(0.07) $(0.11) $(0.25) $(0.18) $(0.01)

 

Recently Issued Pronouncements

 

In August 2017, April 2020, FASB issued a Staff Q & A to provide interpretive guidance for lease concessions related to the effects of the COVID-19 pandemic. The Company did not provide any material concessions to its tenants as a result of COVID-19 during the three months ended March 31, 2021; therefore, this guidance did not have a material impact on its consolidated financial statements. The Company continues to evaluate the effect that this guidance may have on its consolidated financial statements.

In January 2021, FASB issued ASU 2017-12, “Derivatives2021-01, “Reference Rate Reform” (Topic 848).ASU 2021-01 modifies ASC 848 (ASU 2020-04), which was intended to provide relief related to “contracts and Hedging (Topic 815) – Targeted Improvementstransactions that reference LIBOR or a reference rate that is expected to Accounting for Hedging Activities.be discontinued as a result of reference rate reform.This new standard simplifies andASU 2021-01 expands the eligible hedging strategies for financialscope of ASC 848 to include all affected derivatives and nonfinancial risks. It also enhancesgive reporting entities the transparency of how hedging results are presented and disclosed. Further, the new standard provides partial relief on the timing ofability to apply certain aspects of the contract modification and hedge documentation and eliminatesaccounting expedients to derivative contracts affected by the requirementdiscounting transition. ASU 2021-01 also adds implementation guidance to recognize hedge ineffectiveness separatelyclarify which optional expedients in earnings.ASC 848may 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 ASU becomes effective for public companies for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Early adoption is permitted. TheCompany does not expect the adoption of ASU 2017-05 is not expected2021-01 to have a material impact on ourits consolidated financial statements.

 

In May 2017, March 2020, FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting.” ASU 2017-09 clarifies Topic 718 such that an entity must apply modification accounting to changes in the terms or conditions of a share-based payment award unless all2020-04, “Reference Rate Reform: Facilitation of the following criteria are met: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 prospectively as and when we enter into transactions to which this guidance applies.

 

1.

The

In March 2019, FASB issued ASU 2019-01, “Leases (Topic 842), Codification Improvements.” There are three codification updates to Topic 842 covered by this ASU: Issue 1 provides guidance on how to compute fair value of leased items for lessors who are non-dealers or manufacturers; Issue 2 relates to cash flow presentation for lessors of sales-type and direct financing leases; and Issue 3 clarifies that certain transition disclosures will only be required in annual disclosures. The Company does not expect the modified award is the same as the fair value of the original award immediately before the modification. The standard indicates that if the modification does not affect any of the inputs to the valuation technique used to value the award, the entity is not required to estimate the value immediately before and after the modification.

2.

The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the modification.

3.

The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the modification.

The amendments are effective for all entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2017-05 is not expected2019-01 to have a material impact on ourits consolidated financial statements.

13

 

In February 2017, December 2018, FASB issued ASU 2017-05, “Other Income-Gains2018-20,“Leases (Topic 842), Narrow-Scope Improvements for Lessors.” This ASU modifies ASU 2016-02 to permit lessors, as an accounting policy election, not to evaluate whether certain sales taxes and Lossesother similar taxes are lessor costs or lessee costs. Instead, those lessors will account for those costs as if they are lessee costs. Consequently, a lessor making this election will exclude from the Derecognitionconsideration in the contract and from variable payments not included in the consideration in the contract all collections from lessees of Nonfinancial Assets (Subtopic 610-20),” to add guidance for partialtaxes within the scope of the election and will provide certain disclosures (includes sales, of nonfinancial assets, including partial sales ofuse, value-added, and some excise taxes and excludes real estate. Historically, U.S. GAAP contained several different accounting modelsestate taxes). The Company has elected not to evaluate whether the transferaforementioned costs are lessor or lessee costs. This ASU also provides that certain lessor costs require lessors to exclude from variable payments, and therefore revenue, specifically lessor costs paid by lessees directly to third parties. The amendments also require lessors to account for costs excluded from the consideration of certain assets qualified for sale treatment. ASU 2017-05 reducesa contract that are paid by the number of potential accounting models that might applylessor and clarifies which modelreimbursed by the lessee as variable payments. A lessor will record those reimbursed costs as revenue. The Company does apply in various circumstances. ASU 2017-05 is effective for annual reporting periods after December 16, 2017, including interim reporting periods within those reporting periods. Thenot expect the adoption of ASU 2017-05 is not expected2018-20 to have a material impact on ourits consolidated financial statements.

 

In January 2017, February 2016, FASB issued ASU 2017-01, "Business Combinations – Clarifying2016-02, “Leases.” ASU 2016-02 supersedes the Definitioncurrent accounting for leases and while retaining two distinct types of leases, finance and operating, requires lessees to recognize most leases on their balance sheets and makes targeted changes to lessor accounting. In July 2018, FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases,” which provides minor clarifications and corrections to ASU 2016-02, “Leases (Topic 842).” Further, in July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” This amendment provides a Business." ASU 2017-01 clarifiesnew practical expedient that allows lessors, by class of underlying asset, to be consideredavoid separating lease and associated non-lease components within a business,contract if certain criteria are met: (i) the elements must include, at a minimum, an inputtiming and a substantive process that together significantly contribute topattern of transfer for the ability to create output. The new standard illustratesnon-lease component and the circumstances under which real estate with in-place leasesassociated lease component are the same and (ii) the stand-alone lease component would be considered a business and provides guidanceclassified as an operating lease if accounted for the identification of assets and liabilities in purchase accounting. ASU 2017-01 isseparately. These pronouncements are effective for periodsfiscal years beginning after December 15, 2017, 2021, and early adoption is permitted. The Company adopted ASU 2017-01 in 2017. The newwill adopt this standard is expected to reduce the number of future real estate acquisitions that will be accounted for as business combinations and, therefore, reduce the amount of acquisition costs that will be expensed.


In November 2016, FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) – Restricted Cash.” ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 does not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, ASU 2016-18 is effective for fiscal years beginning after December 15, 2018, January 1, 2022 and for interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating when to adopt ASU 2016-18.

4. Acquisitions

On June 27, 2016,the impact of adoption on its consolidated financial statements. As lessor, the Company acquiredexpects that the Aspen property for $103,000.

The purchase price was allocated as follows:

Land

 $49,139 

Buildings

  42,753 

Tenant improvements

  26 

Site improvements

  91 

Furniture, fixtures and equipment

  302 

Above-market leases

  444 

Below-market leases

  (783)

In-place leases

  1,093 

Lease origination costs

  793 

Real estate tax abatements

  9,142 

Total

 $103,000 

We have preparedadoption of ASU 2016-02 (as amended by subsequent ASUs) will not change the following unaudited pro forma income statement information for the nine months ended September 30, 2016, as if the acquisition had occurred astiming of January 1, 2016. This pro forma data is not necessarily indicativerevenue recognition of the results that actually would have occurred if the acquisition had been consummated on January 1, 2016.

  

Pro Forma Nine

Months Ended
September 30, 2016

 
     

Revenue

 $71,927 

Total expenses

  (81,612)

Net loss

 $(9,685)

Basic and diluted net loss per share

 $(0.26)

On May 9, 2017,Company’s rental revenues. For lease payments deemed uncollectible, the Company purchased 107 Columbia Heights, in vacant condition,will record bad debt expense as a reduction of revenue. As lessee, the Company is party to certain office equipment leases with future payment obligations for $87.5 million. In connection withwhich the acquisitionCompany expects to record right-of-use assets and redevelopmentlease liabilities at the present value of the property, the Company obtained acquisition and construction financing secured by mortgages on the property (see Note 7). The purchase price was preliminarily allocated 50% to land and 50% to building.remaining minimum rental payments upon adoption of this standard. 

 


5. Deferred4. Deferred Costs and Intangible Assets

 

Deferred costs and intangible assets consist of the following:

 

 

September 30,
2017

  

December 31,
2016

  

March 31,
2021

 

December 31,
2020

 
 

(Unaudited)

      

(unaudited)

    

Deferred costs

 $266  $266  $348  $348 

Above-market leases

  480   480  0  0 

Lease origination costs

  3,092   3,092  1,102  1,078 

In-place lease

  7,347   7,347 

In-place leases

 428  428 

Real estate tax abatements

  12,571   12,571   9,142  9,142 

Total deferred costs and intangible assets

  23,756   23,756 

Total deferred costs and intangible assets

 11,020  10,996 

Less accumulated amortization

  (11,710)  (9,803)  (3,452) (3,276)

Total deferred costs and intangible assets, net

 $12,046  $13,953  $7,568  $7,720 

 

Amortization of deferred costs, lease origination costs and in-place lease intangible assets was $228$56 and $360$73 for the three months ended September 30, 2017 March 31, 2021 and 2016, respectively, and $688 and $801 for2020, respectively; $10 of deferred costs were written off during the ninethree months ended September 30, 2017 March 31, 2021, and 2016, respectively. Amortizationare included in transaction pursuit costs in the consolidated statements of operations. Amortization of real estate tax abatements of $392$120 and $518$119 for the three months ended September 30, 2017 March 31, 2021 and 2016, respectively, and $1,176 and $1,186 for the nine months ended September 30, 2017 and 2016,2020, respectively, is included in real estate taxes and insurance in the consolidated statements of operations. Amortization of above-market leases of $15$0 and $11$30 for the three months ended September 30, 2017 March 31, 2021 and 2016, respectively, and $43 and $11 for the nine months ended September 30, 2017 and 2016,2020, respectively, is included in commercial rental income in the consolidated statements of operations. $444 of fully amortized above-market leases was written off during the three months ended March 31, 2020.

14

 

Deferred costs and intangible assets as of September 30, 2017, March 31, 2021, amortize in future years as follows:

 

2017 (Remainder)

 $648 

2018

  1,284 

2019

  1,056 

2020

  812 

2021

  812 

Thereafter

  7,434 

Total

 $12,046 

2021 (Remainder)

 $528 

2022

  676 

2023

  567 

2024

  551 

2025

  540 

Thereafter

  4,706 

Total

 $7,568 

 

6.5. Below-Market Lease IntangiblesLeases, Net

 

The Company’s below-market lease intangibles liabilities are as follows:

 

 

September 30,
2017

  

December 31,
2016

  

March 31,
2021

 

December 31,
2020

 
 

(Unaudited)

      

(unaudited)

    

Below-market leases

 $23,178  $23,178  $785  $785 

Less accumulated amortization

  (17,656)  (16,316)  (659) (628)

Below-market leases, net

 $5,522  $6,862  $126  $157 

 

Rental income includesincluded amortization of below-market leases of $446$31 and $449$129 for the three months ended September 30, 2017 March 31, 2021 and 2016, respectively, and $1,340 and $1,368 for the nine months ended September 30, 2017 and 2016,2020, respectively.

 

Below-marketBelow-market leases as of September 30, 2017, March 31, 2021, amortize in future years as follows:

 

2017 (Remainder)

 $447 

2018

  1,787 

2019

  1,269 

2020

  489 

2021

  488 

Thereafter

  1,042 

Total

 $5,522 

2021 (Remainder)

 $73 

2022

  35 

2023

  18 

Total

 $126 

 


7. 6.Notes Payable

 

The first mortgages,, loans and mezzanine notes payable collateralized by the respective properties, or the Company’s interest in the entities that own the properties and assignment of leases, wereare as follows:

Property

Maturity

 

Interest Rate

  

September 30,
2017

  

December 31,
2016

 
              

Flatbush Gardens, Brooklyn, NY (a)

10/1/2024

  3.88% $148,888  $150,000 

Flatbush Gardens, Brooklyn, NY (b)

10/1/2024

  3.88%  19,852   20,000 

250 Livingston Street, Brooklyn, NY (c)

5/6/2023

  4.00%  34,479   35,093 

141 Livingston Street, Brooklyn, NY (d)

6/1/2028

  3.875%  79,029   79,500 

Tribeca House, Manhattan, NY (e)

11/9/2018

  LIBOR + 3.75%  410,000   410,000 

Aspen, Manhattan, NY (f)

7/1/2028

  3.68%  69,800   70,000 

107 Columbia Heights, Brooklyn, NY (g)

5/9/2020

  LIBOR + 3.85%  59,347    
       $821,395  $764,593 

Unamortized debt issuance costs

      (11,351)  (10,134)

Total debt, net of debt issuance costs

     $810,044  $754,459 

Property

Maturity

 

Interest Rate

  

March 31,
2021

  

December 31,
2020

 
              

Flatbush Gardens, Brooklyn, NY (a)

6/1/2032

  3.125%  $329,000  $329,000 

250 Livingston Street, Brooklyn, NY (b)

6/6/2029

  3.63%   125,000   125,000 

141 Livingston Street, Brooklyn, NY (c)

6/1/2028

  3.875%   0   74,241 

141 Livingston Street, Brooklyn, NY (c)

3/6/2031

  3.21%   100,000   0 

Tribeca House, Manhattan, NY (d)

3/6/2028

  4.506%   360,000   360,000 

Aspen, Manhattan, NY (e)

7/1/2028

  3.68%   65,122   65,485 

Clover House, Brooklyn, NY (f)

12/1/2029

  3.53%   82,000   82,000 

10 West 65th Street, Manhattan, NY (g)

11/1/2027

  3.375%   33,447   33,619 

1010 Pacific Street, Brooklyn, NY (h)

6/24/2021

 

LIBOR + 3.60%

   20,623   20,375 

Total debt

     $1,115,192  $1,089,720 

Unamortized debt issuance costs

      (10,713)  (10,262)

Total debt, net of unamortized debt issuance costs

     $1,104,479  $1,079,458 

 

(a) The $150,000$329,000 mortgage note agreement with New York Community Bank (“(��NYCB”), entered into on May 8, 2020, matures on OctoberJune 1, 2024, 2032, and bears interest at 3.88%. The note requires interest-only payments3.125% through April 2017 and monthly principal and interest payments of $705 thereafter based on a 30-year amortization schedule.

(b) The additional $20,000 note with NYCB matures coterminous with the $150,000 mortgage, and bears interest at 3.88% through September 2019 May 2027 and thereafter at the prime rate plus 2.75%, subject to an option to fix the rate. The note requires interest-only payments through April 2017, monthly principal and interest payments of $94 from May 2017 through September 2019 based on a 30-year amortization schedule 2027, and monthly principal and interest payments thereafter based on a 30-year amortization schedule. The Company has the remaining periodoption to prepay all (but not less than all) of the initial 30-year amortization schedule.unpaid balance of the note prior to the maturity date, subject to certain prepayment premiums, as defined.

 

(c)

15

(b) The $37,500$125,000 mortgage note agreement with Citigroup Global Markets Realty Corp. Citi Real Estate Funding Inc., entered into on May 31, 2019, matures on MayJune 6, 2023, and 2029, bears interest at 4.00%.3.63% and requires interest-only payments for the entire term. The Company has the option to prepay all (but not less than all) of the unpaid balance of the note within three months of maturity, without a prepayment premium.

(c) On February 18, 2021, the Company refinanced the $79,500 mortgage note agreement with NYCB, with a $100,000, ten-year secured first mortgage note with Citi Real Estate Funding Inc. The note matures on March 6, 2031, bears interest at 3.21% and requires monthly principal and interestinterest-only payments for the entire term. The Company has the option to prepay all (but not less than all) of $179.the unpaid balance of the note within three months of maturity, without a prepayment premium.

 

(d) On May 11, 2016, the Company repaid a $55,000 The $360,000 loan secured by the property with the proceeds of a $79,500 loan from NYCB. The NYCB loan Deutsche Bank, entered into on February 21, 2018, matures on June 1,March 6, 2028, and bears interest at 3.875%. The note4.506% and requires interest-only payments through June 2017, and monthly principal and interest paymentsfor the entire term. The Company has the option to prepay all (but not less than all) of $374 thereafter based onthe unpaid balance of the loan prior to the maturity date, subject to a 30-year amortization schedule.prepayment premium if it occurs prior to December 6, 2027.

 

(e) On November 9, 2016, the Company repaid $360,000 of mortgage notes and $100,000 of mezzanine notes assumed in connection with the acquisition of the Tribeca House properties, with the proceeds of a $410,000 loan package with Deutsche Bank and SL Green Finance, and cash on hand. The loan package matures on November 9, 2018, is subject to three one-year extension options and bears interest at one-month LIBOR plus 3.75% (5.0% as of September 30, 2017).

(f) On June 27, 2016, the Company entered into a $70,000 mortgage note agreement with Capital One Multifamily Finance LLC related to the Aspen property acquisition. The note matures on July 1, 2028, and bears interest at 3.68%. The note requiresrequired interest-only payments through July 2017, and monthly principal and interest payments of $321 thereafter based on a 30-year30-year amortization schedule. The Company has the option to prepay the note prior to the maturity date, subject to a prepayment premium.

(f) The $82,000 mortgage note agreement with MetLife Investment Management, entered into on November 8, 2019, matures on December 1, 2029, bears interest at 3.53% and requires interest-only payments for the entire term. The Company has the option, commencing on January 1, 2024, to prepay the note prior to the maturity date, subject to a prepayment premium if it occurs prior to September 2, 2029.

 

(g) On May 9,October 27, 2017, the Company entered into a $59,000$34,350 mortgage note agreement with NYCB, related to the 10 West 65th Street acquisition. The note matures on November 1, 2027, and bears interest at 3.375% through October 2022 and thereafter at the prime rate plus 2.75%, subject to an option to fix the rate. The note required interest-only payments through November 2019, and monthly principal and interest payments of $152 thereafter based on a unit30-year amortization schedule. The Company has the option to prepay all (but not less than all) of Blackstone Mortgage Trust, Inc.the unpaid balance of the note prior to the maturity date, subject to certain prepayment premiums, as defined.

(h) On December 24, 2019, the Company entered into a $18,600 mortgage note agreement with CIT Bank, N.A., related to the 1010 Pacific Street acquisition. The Company also entered into a constructionpre-development bridge loan secured by the buildingproperty with the same lender that will provide up to $14,700$2,987 for eligible capital improvementspre-development and carrying costs, of which $347$2,023 was drawn as of September 30, 2017. March 31, 2021. The notes mature on May 9, 2020, are subject to two one-year extension optionsJune 24, 2021, require interest-only payments and bear interest at one-monthone-month LIBOR (with a floor of 1.25%) plus 3.85% (5.1%3.60% (4.85% as of September 30, 2017)March 31, 2021).The Company has guaranteed this mortgage note and has complied with the financial covenants therein. The Company is in negotiations with third parties to refinance the notes with a construction loan prior to maturity, although there are no assurances that the Company will be able to do so.

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 is not in default on any of its loan agreements.

 

The following table summarizes principal payment requirements underunder the terms of the mortgage notes as of September 30, 2017:March 31, 2021:

 

2017 (Remainder)

 $1,638 

2018

  416,712 

2019

  6,975 

2020

  66,595 

2021

  7,532 

Thereafter

  321,943 

Total

 $821,395 

2021 (Remainder)

 $22,225 

2022

  2,215 

2023

  2,296 

2024

  2,374 

2025

  2,468 

Thereafter

  1,083,614 

Total

 $1,115,192 

 


16

 

The Company recognized a loss on extinguishment of debt of $3,034 during the quarter ended March 31, 2021, in connection with the refinancing of debt on the 141 Livingston Street property in February 2021; the loss consisted of the write-off of unamortized debt costs and other fees.

8. 7.Rental Income under Operating Leases

 

The Company’sCompany’s commercial properties are leased to commercial tenants under operating leases with fixed terms of varying lengths. As of September 30, 2017, March 31, 2021, 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:

 

2017 (Remainder)

 $5,367 

2018

  21,648 

2019

  16,813 

2020

  10,247 

2021

  4,749 

Thereafter

  24,599 

Total

 $83,423 

2021 (Remainder)

 $22,313 

2022

  30,279 

2023

  29,042 

2024

  28,663 

2025

  22,976 

Thereafter

  11,639 

Total

 $144,912 

 

The Company has commercial leases with the City of New York that comprised approximately 20%25% and 18% of total revenue for each of the three and nine-month periods ended September 30, 2017, and approximately 18% and 19% of total revenuerevenues for the three months ended March 31, 2021 and nine-month periods ended September 30, 2016,2020, respectively. In December 2016, the City of New York executed a new lease for a portion of the office space at the 250 Livingston Street property that terminates in August 2020, coterminous with the lease for the remainder of the office space at the property.

 

9.8. 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 (e.g., carrying ‐‐‐value of impaired real estate and long-lived assets). 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-tieredthree-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 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 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.

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 quotedquoted market prices from an independent third-partythird-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 estimationestimation 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.

 


17

 

The financial assets and liabilities in the consolidated balance sheets include cash and cash equivalents, restricted cash, receivables, interest rate caps,prepaid expenses, accounts payable and accrued liabilities, security deposits and notes payable. The carrying amount of cash and cash equivalents, restricted cash, receivables, andprepaid 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 carryingcarrying amount and estimated fair value of the notes payable are as follows:

 

 

September 30,
2017

  

December 31,
2016

  

March 31,
2021

 

December 31,
2020

 
 

(unaudited)

      

(unaudited)

    

Carrying amount (excluding unamortized debt issuance costs)

 $821,395  $764,593  $1,115,192  $1,089,720 

Estimated fair value

 $807,702  $749,324 

Estimated fair value

 $1,159,344  $1,204,201 

 

The Company purchased interest rate caps in connection with the Tribecaloans obtained for the Clover House acquisition, the 250 Livingston Street loan obtained on December 6, 2018, and the 1010 Pacific Street loans obtained on November 9, 2016,December 24, 2019. During December 2020, the interest rate caps at the 250 Livingston Street property and in connectionthe 1010 Pacific Street property matured with the 107 Columbia Heights acquisition on May 9, 2017.0 residual value. The fair value of the interest rate caps, which are classified as Level 2, is estimated using market inputs and credit valuation inputs.

The estimated fair values of the interest rate caps are as follows:

  Notational Amount 

Related Property Loans

Type of Instrument

Maturity Date

 

Strike Rate

  

Estimated Fair

Value at

September 30,

2017

  

Estimated Fair

Value at

December 31,

2016

 
 $410,000 

Tribeca House

Interest rate cap

December 15, 2018

  2.0% $50  $409 
 $73,700 

107 Columbia Heights

Interest rate cap

May 9, 2020

  3.0%  42  

 

NA 

Total fair value of derivative instruments included in prepaid expenses and other assets

     $92  $409 

 

These interest rate caps were not designated as hedges; accordingly,hedges. Accordingly, changes in fair value of the Tribeca House250 Livingston Street instrument arewere recognized in earnings, and changes in fair value of the 107 Columbia Heights instrument are recognized in real estate under development.earnings. Changes in fair value of the TribecaClover House instrument which matured and was written off in May 2020, were recognized in real estate under development during construction and were recognized in earnings following completion of $30 and $0 for the three months ended September 30, 2017 and 2016, respectively, and $359 and $9 for the nine months ended September 30, 2017 and 2016, respectively, are included in interest expense.development. Changes in fair value of the 107 Columbia Heights1010 Pacific Street instrument of $28 and $92 for the three and nine months ended September 30, 2017, respectively, are includedwere recognized in real estate under development. Fair value of the 250 Livingston Street instrument did not change during the three months ended March 31, 2020. Fair value of the Clover House instrument did not change during the three months ended March 31, 2020. Decrease in fair value of the 1010 Pacific Street instrument of $14 for the three months ended March 31, 2020, was capitalized to real estate under development.

 

The above disclosures regarding fair value of financial instruments are based on pertinent information available as of September 30, 2017, March 31, 2021, and December 31, 2016, 2020, respectively. Although the Company is not aware of any factors that would significantly affect the reasonableness of the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates, and current estimates of fair value may differ significantly from the amounts presented herein.

 

18

10. 9.Commitments and Contingencies

 

Legal

 

On July 3, 2017, the Supreme Court of the State of New York Supreme Court (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 421-g.(“RPTL”) 421-g. The Court also awarded the plaintiffs,plaintiffs-tenants their attorney’s fees and costs. The Court declared that the plaintiff-tenantsplaintiffs-tenants were subject to rent stabilization requirements and referred the matter to a special referee to determine the amount of rent over-charges, if any. Two other cases have resulted in similar decisions. The Company believes that these court decisions are incorrect and conflict with other recent court decisions that directly uphold the Company’s position.  On July 18, 2017, the Court, pursuant to the parties’ agreement, stayed the above decision, andCourt’s ruling; the Company intends to expeditiously appealsubsequently appealed the Court’s decision to the Appellate Division, First Department. DueOn January 18, 2018, the Appellate Division unanimously reversed the Court’s ruling and ruled in favor of the Company, holding that the Company acted properly in de-regulating the apartments. The plaintiffs-tenants thereafter moved for leave to appeal to the inherent uncertaintyCourt of Appeals, which motion was granted on April 24, 2018. On June 25, 2019, the New York Court of Appeals reversed the Appellate Division’s order and unpredictabilityruled in favor of litigation, wethe plaintiffs-tenants, holding that apartments in buildings receiving RPTL 421-g tax benefits are not subject to luxury deregulation. The Court of Appeals also remitted the matter for further proceedings consistent with its opinion. As a result of the Court of Appeals’ order, Company management believes that payments may be required to be made to the 41 present or former tenants comprising the plaintiff group, that other tenants may attempt to make similar claims, and that the special referee process referred to above will be used to determine the timing and the amount of any claims that must be paid. On July 25, 2019, the Company filed a motion for reargument with the New York Court of Appeals, which was denied on September 12, 2019. On October 24, 2019, the Company filed a Petition for a Writ of Certiorari with the United States Supreme Court, seeking permission to have that Court hear the Company’s appeal on Constitutional grounds from the Court of Appeals’ order. On January 13, 2020, the United States Supreme Court denied the Company’s Petition for a Writ of Certiorari, meaning that the Court of Appeals’ order is final. On August 13, 2019, the Court, in effect, reinstated its prior order and referred the calculation of rent overcharges and attorneys’ fees for a hearing before a special referee. The special referee’s hearing was scheduled for October 23, 2019. On October 17, 2019, the Company made a motion in the Appellate Division for a stay of the special referee’s hearing pending the Company’s appeal from the August 13 order. On such date, the Appellate Division granted an interim stay of the special referee’s hearing, pending the determination of the underlying motion. On January 7, 2020, the Appellate Division granted the Company’s motion for a full stay of the special referee’s hearing pending appeal. The appeal had been scheduled to be argued during the May 2020 term, but on March 16, 2020, the parties filed a stipulation adjourning the appeal to the September 2020 term. On or about July 13, 2020, the parties filed another stipulation adjourning the appeal to the October 2020 term. The appeal was orally argued on October 8, 2020. On October 29, 2020, the Appellate Division reversed the lower court’s ruling to the extent that it directed any rent overcharges to be calculated pursuant to the so-called “default formula.” Instead, the Appellate Division held that (1) the “base date” for the determination of rent overcharges is four years prior to the 2016 filing of the complaint, and (2) overcharges, if any, are to be determined by comparing the rents actually charged during the four-year period to the rent increases permitted by the New York City Rent Guidelines Board. Although not eliminating rent overcharge liability altogether, this ruling is expected to limit the Company’s financial exposure in this regard. The Appellate Division, however, affirmed the lower court’s award of attorneys’ fees to the plaintiffs-tenants. The case will eventually be remanded back to the lower court, which will determine the exact amount of the Company’s liability for rent overcharges and attorneys’ fees; no future court dates have been scheduled as of yet.

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 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.

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’s deadline to answer or otherwise respond to the complaint in Horn has been extended to May 21, 2021.

The Company cannot determinepredict what the timing or ultimate resolution of these matters will be, and accordingly, at this time, withthe Company has not recorded any specificityliability for the Company’s potential liability if the Court’s decision is upheld. settlement of these matters.


 

In addition to the above, thethe 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.

 

Commitments

 

The Company is obligated to provide parking availability through August 2020 2025 under a lease with a tenant at the 250 Livingston Street property; the current cost to the Company is approximately $240$205 per year.

19

Contingencies

The COVID-19 pandemic has adversely impacted global economic activity and contributed to significant volatility in financial markets. The COVID-19 pandemic and associated government actions intended to curb its spread are creating disruptions in, and adversely impacting, many industries and have negatively impacted, and could continue to negatively impact, the Company’s business in a number of ways, including affecting its tenants’ ability or willingness to pay rents and reducing demand for housing in the New York metropolitan area. The Tribeca House property has experienced declines in leased occupancy and residential rental rate as a result of the COVID-19 pandemic; several of our other properties experienced declines in leased occupancy as well. Certain of the Company’s commercial tenants have requested and received partial rent deferrals during the pandemic (the total deferred amount at March 31, 2021, was $0.9 million); such deferrals are recorded in line with the leasing standard under ASC 840. In some cases, the Company may restructure rent and other obligations under its leases with its tenants on terms that are less favorable to it than those currently in place. Additionally, the outbreak could have a continued material adverse impact on economic and market conditions which may ultimately result in a further decrease in occupancy levels across the Company’s portfolio as residents reduce their spending and replacement tenants become harder to find. The rapid development and fluidity with which the situation continues to develop, including the rollout of vaccines, precludes any prediction as to the ultimate material adverse impact of the COVID-19 pandemic. Nevertheless, COVID-19 presents uncertainty and risk with respect to the Company’s tenants, which could adversely affect the Company’s financial performance.

The Company’s properties have remained open and operational throughout the pandemic. The Company is taking the necessary steps to keep employees and tenants safe in compliance with state and local orders, and continues to provide typical services to its residents.

 

Concentrations

 

The Company’sCompany’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:follows (unaudited):

  

Commercial

  

Residential

  

Total

 

Three months ended September 30, 2017

  26%  74%  100%

Three months ended September 30, 2016

  25%  75%  100%

Nine months ended September 30, 2017

  26%  74%  100%

Nine months ended September 30, 2016

  26%  74%  100%

 

  

Commercial

  

Residential

  

Total

 

Three months ended March 31, 2021

  30%  70%  100%

Three months ended March 31, 2020

  24%  76%  100%

11.

10. Related-Party Transactions

 

Included in general and administrative expense for the three and nine months ended September 30, 2017, areThe Company recorded office and overhead expenses pertaining to a related company in general and administrative expense of approximately $78$66 and $311,$88 for the three months ended March 31, 2021 and 2020, respectively. The Company recognized reimbursable payroll expense pertaining to a related company in general and administrative expense of $41 and $2 for the three months ended March 31, 2021 and 2020, respectively.

 

12.The Company paid legal and advisory fees to firms in which two of our directors were principals or partners of $404 and $5 for the three months ended March 31, 2021 and 2020, respectively.

11. 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 107 Columbia HeightsClover 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’sCompany’s income from operations by segment for the three and nine months ended September 30, 2017 March 31, 2021 and 2016,2020, is as follows:follows (unaudited):

 

Three months ended September 30, 2017

 

Commercial

  

Residential

  

Total

 

Rental revenues

 $5,476  $18,558  $24,034 

Tenant recoveries

  1,162      1,162 

Garage and other revenue income

  203   609   812 

Total revenues

  6,841   19,167   26,008 

Property operating expenses

  1,089   5,430   6,519 

Real estate taxes and insurance

  1,148   4,388   5,536 

General and administrative

  194   2,307   2,501 

Acquisition costs

     10   10 

Depreciation and amortization

  803   3,283   4,086 

Total operating expenses

  3,234   15,418   18,652 

Income from operations

 $3,607  $3,749  $7,356 

 


Three months ended March 31, 2021

 

Commercial

  

Residential

  

Total

 

Rental income

 $9,047  $21,604  $30,651 

Total revenues

  9,047   21,604   30,651 

Property operating expenses

  1,119   7,523   8,642 

Real estate taxes and insurance

  1,896   5,416   7,312 

General and administrative

  299   1,994   2,293 

Transaction pursuit costs

  60   0   60 

Depreciation and amortization

  1,243   4,984   6,227 

Total operating expenses

  4,617   19,917   24,534 

Income from operations

 $4,430  $1,687  $6,117 

 

Three months ended September 30, 2016

 

Commercial

  

Residential

  

Total

 

Rental revenues

 $4,884  $17,667  $22,551 

Tenant recoveries

  1,086      1,086 

Garage and other revenue income

  205   994   1,199 

Total revenues

  6,175   18,661   24,836 

Property operating expenses

  1,149   5,052   6,201 

Real estate taxes and insurance

  1,072   3,811   4,883 

General and administrative

  220   2,175   2,395 

Acquisition costs

         

Depreciation and amortization

  743   3,265   4,008 

Total operating expenses

  3,184   14,303   17,487 

Income from operations

 $2,991  $4,358  $7,349 

Nine months ended September 30, 2017

 

Commercial

  

Residential

  

Total

 

Rental revenues

 $16,418  $54,674  $71,092 

Tenant recoveries

  3,223      3,223 

Garage and other revenue income

  630   1,684   2,314 

Total revenues

  20,271   56,358   76,629 

Property operating expenses

  3,196   16,992   20,188 

Real estate taxes and insurance

  3,271   11,734   15,005 

General and administrative

  590   6,695   7,285 

Acquisition costs

     37   37 

Depreciation and amortization

  2,406   9,678   12,084 

Total operating expenses

  9,463   45,136   54,599 

Income from operations

 $10,808  $11,222  $22,030 
20

 

 

Nine months ended September 30, 2016

 

Commercial

  

Residential

  

Total

 

Rental revenues

 $13,843  $49,405  $63,248 

Tenant recoveries

  2,969      2,969 

Garage and other revenue income

  1,186   1,364   2,550 

Three months ended March 31, 2020

 

Commercial

 

Residential

 

Total

 

Rental income

 $7,597  $23,718  $31,315 

Total revenues

  17,998   50,769   68,767   7,597  23,718  31,315 

Property operating expenses

  3,023   15,862   18,885  1,137  6,022  7,159 

Real estate taxes and insurance

  2,996   10,027   13,023  1,491  5,373  6,864 

General and administrative

  541   5,776   6,317  337  1,986  2,323 

Acquisition costs

     407   407 

Depreciation and amortization

  1,980   8,666   10,646   1,019  4,539  5,558 

Total operating expenses

  8,540   40,738   49,278   3,984  17,920  21,904 

Income from operations

 $9,458  $10,031  $19,489  $3,613  $5,798  $9,411 

 

The Company’sCompany’s total assets by segment are as follows, as of:

 

  

Commercial

  

Residential

  

Total

 

September 30, 2017

 $222,262  $801,127  $1,023,389 

December 31, 2016

  225,608   679,600   905,208 
  

Commercial

  

Residential

  

Total

 

March 31, 2021 (unaudited)

 $304,842  $918,564  $1,223,406 

December 31, 2020

  282,789   925,077   1,207,866 

 

The Company’sCompany’s interest expense by segment for the three and nine months ended September 30, 2017 March 31, 2021 and 2016,2020, is as follows:follows (unaudited):

 

  

Commercial

  

Residential

  

Total

 

Three months ended September 30,

            

2017

 $1,941  $6,984  $8,925 

2016

  1,921   7,965   9,886 

Nine months ended September 30,

            

2017

 $5,764  $20,744  $26,508 

2016

  5,594   23,155   28,749 
  

Commercial

  

Residential

  

Total

 

Three months ended March 31,

            

2021

 $2,076  $8,141  $10,217 

2020

  1,987   7,801   9,788 

 


 

The Company’sCompany’s capital expenditures by segment for the three and nine months ended September 30, 2017 March 31, 2021 and 2016,2020, are as follows:follows (unaudited):

 

  

Commercial

  

Residential

  

Total

 

Three months ended September 30,

            

2017

 $598  $5,776  $6,374 

2016

  856   3,593   4,449 

Nine months ended September 30,

            

2017

 $3,611  $11,902  $15,513 

2016

  1,255   11,733   12,988 
  

Commercial

  

Residential

  

Total

 

Three months ended March 31,

            

2021

 $2,370  $3,172  $5,542 

2020

  1,783   4,288   6,071 

 

 

ITEM 2. MANAGEMENT’S2.   MANAGEMENTS 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-Q10-Q..

 

Overview of Our Company

 

We areClipper 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.

 

Clipper RealtyThe Company was incorporated onon July 7, 2015. On August 3, 2015, we closed a private offering of shares of‐of our common stock, in which we raised net proceeds of approximately $130.2 million. In connection with the private offering, we consummated a series of investment and other formation transactions that were designed, among other things, to enable us to qualify as a REIT for U.S. federal income tax purposes.

21

 

In February 2017, the Company sold 6,390,149 primary shares of common stock (including the exercise of the over-allotment option, which closed on March 10, 2017) to investors in an initial public offering (“IPO”) at $13.50 per share. The proceeds, net of offering costs, were approximately $78,685.$78.7 million. The Company contributed the IPO proceeds to the Operating Partnership in exchange for units in the Operating Partnership.

 

On May 9, 2017, the Company completed the purchase of 107 Columbia Heights (since rebranded as “Clover House”), a 161-unit158-unit apartment community located in Brooklyn Heights, New York, for $87.5 million.

As of September 30, 2017, 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; and

one vacant residential property at 107 Columbia Heights in the Brooklyn Heights neighborhood of Brooklyn.


 

On October 27, 2017, the Company completed the acquisition of aan 82-unit residential property at 10 West 65th65th Street in Manhattan, New York, for $79.0 million.  In connection with

On November 8, 2019, the Company completed the acquisition of property located at 1010 Pacific Street in Prospect Heights, New York, for $31.0 million.

As of March 31, 2021, the Company obtained a new $34.35 million mortgage loan, secured by the property.  The note bears interest at 3.375% for the first five years and thereafter at the prime rate plus 2.75%, subject to an option to fix the rate. The note requires interest-only payments for the first two years and monthly principal and interest payments thereafter based on a 30-year amortization schedule.     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; and

one property at 1010 Pacific Street in the Prospect Heights neighborhood of Brooklyn, to be redeveloped as a residential rental building.

 

These properties are located in the most densely populated major city in the United States, each with immediate access to mass transportation.

 

On February 18, 2021, the Company refinanced the existing 141 Livingston Street loan with a $100 million, ten-year secured first mortgage note with Citi Real Estate Funding Inc. The operationsnote matures on March 6, 2031, bears interest at 3.21% and requires interest-only payments for the entire term. The Company has the option to prepay all (but not less than all) of Clipper Realty, Inc., the unpaid balance of the note within three months of maturity, without a prepayment premium.

The Company’s ownership interest in its initial portfolio of properties, which includes the Tribeca House, Flatbush Gardens and its consolidatedthe 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 carried on primarilymanaged by the Company through the Operating Partnership. The Company has elected to be taxed as a REIT under Sections 856 through 860 ofOperating Partnership’s interests in the Internal Revenue Code. The Company is the sole general partner ofLLC subsidiaries generally entitle the Operating Partnership and the Operating Partnership is the sole managing member of the LLC’s that comprised the Predecessor.

At September 30, 2017, the Company’s interest, through the Operating Partnership, in the LLC’s that own the properties generally entitles it to 40.4% of the aggregateall cash distributions from, and the profits and losses of, the LLC’s.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 and the 1010 Pacific Street property.

 

Internal Controls and ProceduresCOVID-19 Pandemic

 

WeThe COVID-19 pandemic has adversely impacted global economic activity and contributed to significant volatility in financial markets. The COVID-19 pandemic and associated government actions intended to curb its spread are creating disruptions in, and adversely impacting, many industries and have had limited accounting personnelnegatively impacted, and systemscould continue to adequately execute accounting processesnegatively impact, our business in a number of ways, including affecting our tenants’ ability or willingness to pay rents and limitedreducing demand for housing in the New York metropolitan area. The Tribeca House property has experienced declines in leased occupancy and residential rental rate as a result of the COVID-19 pandemic; several of our other supervisory resourcesproperties experienced declines in leased occupancy as well. Certain of our commercial tenants have requested and received partial rent deferrals during the pandemic. In some cases, we may restructure rent and other obligations under our leases with tenants on terms that are less favorable to us than those currently in place. Additionally, the outbreak could have a continued material adverse impact on economic and market conditions which may ultimately result in a further decrease in occupancy levels across our portfolio as residents reduce their spending and replacement tenants become harder to find. The rapid development and fluidity with which the situation continues to address internal controls overdevelop, including the rollout of vaccines, precludes any prediction as to the ultimate adverse impact of the COVID-19 pandemic on our business. Nevertheless, COVID-19 presents uncertainty and risk with respect to our tenants, which could adversely affect the Company’s business, financial reporting. As such, our internal controls may not be sufficient to ensure that (1) all transactions are recorded as necessary to permit the preparationcondition, liquidity and results of financial statements in conformity with GAAP and (2) the design and execution of our controls has consistently resulted in effective review of our financial statements and supervision by individuals with financial reporting oversight roles.operations.

 

22

Despite these continuing very challenging circumstances, our business has remained durable. Our properties have remained open and operational throughout the pandemic. We are not currently requiredtaking the necessary steps to complykeep our employees and tenants safe in compliance with state and local orders, and we continue to provide typical services to our residents. Our rent collection rate during the SEC’s rules implementing Section 404first quarter of 2021 was 96.2%. At March 31, 2021, our properties were 95% leased. We expect our properties and the Sarbanes-Oxley Act,New York City market to remain desirable to a broad range of tenants and are, therefore, not requiredour operations to makereturn to a formal assessment of the effectiveness of our internal controlmore normal state over financial reporting for that purpose. As of December 31, 2017, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. To comply with the requirements of being a public company, we may need to implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff.

Further, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are an emerging growth company under the JOBS Act. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed.time.

 

Results of Operations

 

Our focus throughout 20162020 and year-to-date 20172021 has been to manage our properties to optimize revenuerevenues and control costs, at each property, 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 those properties that the Company owned for the full period in each comparison.operations.

 

IncomeIncome Statement for the Three Months Ended September 30, 2017March 31, 2021 and 20162020 (in thousands)

 

  

2017

  

2016

  

Increase (decrease)

  

%

 

Revenues

                

Residential rental revenue

 $18,558  $17,667  $891   5.0%

Commercial rental revenue

  5,476   4,884   592   12.1%

Tenant recoveries

  1,162   1,086   76   7.0%

Garage and other income

  812   1,199   (387)  (32.3)%

Total revenues

  26,008   24,836   1,172   4.7%

Operating Expenses

                

Property operating expenses

  6,519   6,201   318   5.1%

Real estate taxes and insurance

  5,536   4,883   653   13.4%

General and administrative

  2,501   2,395   106   4.4%

Acquisition costs

  10      10   n/a 

Depreciation and amortization

  4,086   4,008   78   1.9%

Total operating expenses

  18,652   17,487   1,165   6.7%

Income from operations

  7,356   7,349   7   0.1%

Interest expense, net

  (8,925)  (9,886)  (961)  (9.7)%

Net loss

 $(1,569) $(2,537) $968   38.2%


  

2021

  

2020

  

Increase

(decrease)

  

%

 

Revenues

                

Residential rental income

 $21,604  $23,718  $(2,114)  (8.9)%

Commercial rental income

  9,047   7,597   1,450   19.1%

Total revenues

  30,651   31,315   (664)  (2.1)%

Operating Expenses

                

Property operating expenses

  8,642   7,159   1,483   20.7%

Real estate taxes and insurance

  7,312   6,864   448   6.5%

General and administrative

  2,293   2,323   (30)  (1.3)%

Transaction pursuit costs

  60      60   NM 

Depreciation and amortization

  6,227   5,558   669   12.0%

Total operating expenses

  24,534   21,904   2,630   12.0%

Income from operations

  6,117   9,411   (3,294)  (35.0)%

Interest expense, net

  (10,217)  (9,788)  429   4.4%

Loss on extinguishment of debt

  (3,034)     3,034   NM 

Net loss

 $(7,134) $(377) $(6,757)  1,792.3%

 

Revenue. Residential rental revenue increasedincome decreased from $17,667$23,718 for the three months ended September 30, 2016,March 31, 2020, to $18,558$21,604 for the three months ended September 30, 2017,March 31, 2021, primarily due to higher revenues on new leasesdecreases in rental rates and routine annual increases on renewed rentals primarily at the Flatbush Gardens property and higher revenues on new leasesleased occupancy at the Tribeca House property.property as a result of the COVID-19 pandemic. Base rent per square foot increaseddecreased at the Flatbush GardensTribeca House property from $21.04 (96.6% occupancy) at September 30, 2016, to $22.20 (97.3%$70.75 (99.6% leased occupancy) at September 30, 2017.March 31, 2020, to $62.43 (96.5% leased occupancy) at March 31, 2021.

 

Commercial rental revenue income increased from $4,884$7,597 for the three months ended September 30, 2016,March 31, 2020, to $5,476$9,047 for the three months ended September 30, 2017,March 31, 2021, primarily due to the commencement of thea new office lease at ourthe 250 Livingston Street property in January 2017.

Tenant recoveries increased from $1,086 forAugust 2020, partially offset by the three months ended September 30, 2016, to $1,162 for the three months ended September 30, 2017, primarily due to higher expensestermination of certain leases at the 250 Livingston Street, 141 Livingston Street and Aspen properties.

Garage and other income decreased from $1,199 for the three months ended September 30, 2016, to $812 for the three months ended September 30, 2017. The decrease was primarily due to lower air conditioning charges, as compared to the 2016 period.Tribeca House property.

 

Property Operations Expenseoperating expenses. Property operating expenses include property-level costs includingsuch as compensation costs for property-level personnel, repairs and maintenance, supplies, utilities and landscaping. Property operating expenses increased from $6,201$7,159 for the three months ended September 30, 2016,March 31, 2020, to $6,519$8,642 for the three months ended September 30, 2017,March 31, 2021, primarily due to increased collection activitiesincreases in the provision for bad debt across the portfolio due to the impact of COVID-19 and higherincreases utility costs across the portfolio, partially offset by decreases in payroll at the Flatbush Gardens property.costs.

23

 

Real Estate Taxesestate taxes and Insurance Expenseinsurance. Real estate taxes and insurance expenses increased from $4,883$6,864 for the three months ended September 30, 2016,March 31, 2020, to $5,536$7,312 for the three months ended September 30, 2017, primarilyMarch 31, 2021, due to increased taxes at the Flatbush Gardens and Tribeca House properties due in part to the cessation of real estate tax abatements.taxes and property insurance across the portfolio.

 

General and Administrative Expenseadministrative. General and administrative expense increased from $2,395expenses were essentially flat for the three months ended September 30, 2016,March 31, 2021, compared to $2,501 for the three months ended September 30, 2017,March 31, 2020.

Transaction pursuit costs.   Transaction pursuit costs primarily due to an increase in non-cash amortization of incentive compensation awards.reflect costs incurred for abandoned acquisition, disposition or other transaction pursuits.

 

Depreciation and Amortizationamortization. Depreciation and amortization expense increased from $4,008$5,558 for the three months ended September 30, 2016,March 31, 2020, to $4,086$6,227 for the three months ended September 30, 2017,March 31, 2021, due to additions to real estate.estate across the portfolio.

 

Interest Expense, Netexpense, net. Interest expense, net, was $9,886increased from $9,788 for the three months ended September 30, 2016, and $8,925March 31, 2020, to $10,217 for the three months ended September 30, 2017.March 31, 2021. The decreaseincrease primarily resulted from lower balances and rates obtained inthe refinancing of the Tribeca HouseFlatbush Gardens property in November 2016May 2020 and lower amortization of loan costs.the 141 Livingston Street property in February 2021. Interest expense included amortization of loan costs of $308 and changes in fair value of interest rate caps of $751 and $1,158$304 for the three months ended September 30, 2017March 31, 2021 and 2016,2020, respectively.

 


Loss on extinguishment of debt.   Loss on extinguishment of debt for the three months ended March 31, 2021, related to the refinancing of the 141 Livingston Street loan in February 2021; the amount included the write-off of unamortized debt costs of $3,034.

 

Net Lossloss. As a result of the foregoing, net loss decreasedincreased from $2,537$377 for the three months ended September 30, 2016,March 31, 2020, to $1,569$7,134 for the three months ended September 30, 2017.

Income Statement for the Nine Months Ended September 30, 2017 and 2016 (in thousands)

  

2017

  

Less:

Aspen

  

2017

excluding

Aspen

  

2016

  

Less:

Aspen

  

2016

excluding

Aspen

  

Increase

(decrease)

  

%

 

Revenues

                                

Residential rental revenue

 $54,674  $4,102  $50,572  $49,405  $1,337  $48,068  $2,504   5.2%

Commercial rental revenue

  16,418   1,087   15,331   13,843   305   13,538   1,793   13.2%

Tenant recoveries

  3,223   27   3,196   2,969   1   2,968   228   7.7%

Garage and other income

  2,314   19   2,295   2,550   4   2,546   (251)  (9.8)%

Total revenues

  76,629   5,235   71,394   68,767   1,647   67,120   4,274   6.4%

Operating Expenses

                                

Property operating expenses

  20,188   777   19,411   18,885   185   18,700   711   3.8%

Real estate taxes and insurance

  15,005   550   14,455   13,023   295   12,728   1,727   13.6%

General and administrative

  7,285   296   6,989   6,317   84   6,233   756   12.1%

Acquisition costs

  37      37   407   399   8   29   344.1%

Depreciation and amortization

  12,084   929   11,155   10,646   435   10,211   944   9.2%

Total operating expenses

  54,599   2,552   52,047   49,278   1,398   47,880   4,167   8.7%

Income from operations

  22,030   2,683   19,347   19,489   249   19,240   107   0.6%

Interest expense, net

  (26,508)  (2,103)  (24,405)  (28,749)  (704)  (28,045)  (3,639)  (13.0)%

Net loss

 $(4,478) $580  $(5,058) $(9,260) $(455) $(8,805) $3,747   42.6%

Revenue. Residential rental revenue, excluding Aspen, increased from $48,068 for the nine months ended September 30, 2016, to $50,572 for the nine months ended September 30, 2017, due to higher revenues on new leases and routine annual increases on renewals primarily at the Flatbush Gardens property and higher revenues on new leases at the Tribeca House property. Base rent per square foot increased at the Flatbush Gardens property from $21.04 (96.6% occupancy) at September 30, 2016, to $22.20 (97.3% leased occupancy) at September 30, 2017

Commercial rental revenue, excluding Aspen, increased from $13,538 for the nine months ended September 30, 2016, to $15,331 for the nine months ended September 30, 2017, primarily due to the commencement of the new office lease at the 250 Livingston Street property in January 2017.

Tenant recoveries, excluding Aspen, increased from $2,968 for the nine months ended September 30, 2016, to $3,196 for the nine months ended September 30, 2017, primarily due to higher expenses at the 250 Livingston Street and 141 Livingston Street properties.

Garage and other income, excluding Aspen, decreased from $2,546 for the nine months ended September 30, 2016, to $2,295 for the nine months ended September 30, 2017. The decrease was primarily due to lower air conditioning charges, as compared to the 2016 period.

Property Operations Expense. Property operating expenses include property-level costs including compensation costs for property-level personnel, repairs and maintenance, supplies, utilities and landscaping. Property operating expenses, excluding Aspen, increased from $18,700 for the nine months ended September 30, 2016, to $19,411 for the nine months ended September 30, 2017, primarily due to higher payroll and utilities at the Flatbush Gardens property partially offset by lower repairs and maintenance, supplies and commission expenses.

Real Estate Taxes and Insurance Expense.Real estate taxes and insurance expenses, excluding Aspen, increased from $12,728 for the nine months ended September 30, 2016, to $14,455 for the nine months ended September 30, 2017, primarily due to increased taxes at our Flatbush Gardens and Tribeca House properties due in part to the cessation of real estate tax abatements.


General and Administrative Expense. General and administrative expense, excluding Aspen, increased from $6,233 for the nine months ended September 30, 2016, to $6,989 for the nine months ended September 30, 2017, primarily due to an increase in non-cash amortization of incentive compensation awards, higher public company costs and legal costs related to the tenant lawsuit at the Tribeca House property.

Depreciation and Amortization. Depreciation and amortization expense, excluding Aspen, increased from $10,211 for the nine months ended September 30, 2016, to $11,155 for the nine months ended September 30, 2017, due to additions to real estate.

Interest Expense, Net. Interest expense, net, excluding Aspen, was $28,045 for the nine months ended September 30, 2016, and $24,405 for the nine months ended September 30, 2017. The decrease results from lower balances and rates obtained in refinancing the Tribeca House property in November 2016 and the 141 Livingston Street property in May 2016 and lower amortization of loan costs. Interest expense, excluding Aspen, included amortization of loan costs and changes in fair value of interest rate caps of $2,361 and $4,191 for the nine months ended September 30, 2017 and 2016, respectively.

Net Loss.As a result of the foregoing, net loss, excluding Aspen, decreased from $8,805 for the nine months ended September 30, 2016, to $5,058 for the nine months ended September 30, 2017.March 31, 2021.

 

Liquidity and Capital Resources

 

As of September 30, 2017,March 31, 2021, we had $810.0$1,104.5 million of indebtedness (net of unamortized issuance costs) secured by our properties, and $54.8$88.0 million of cash of which we used approximately $38 million to fund the acquisition of 10 West 65th Street. Apart from regularly scheduled amortization, we have $410.0and cash equivalents, and $18.2 million of debt maturing in November 2018 (subject to three one-year extension options) as a resultrestricted cash. See Note 6 of the Tribeca House refinancing, $59.3 millionaccompanying “Notes to Condensed Consolidated Financial Statements” for a discussion of debt maturing in May 2020 (subject to two one-year extension options), $34.5 million of debt maturing in May 2023, $168.7 million of debt maturing in October 2024, $79.0 million of debt maturing in June 2028 and $69.8 million of debt maturing in July 2028. No assurance can be given that we will be able to refinance any of these loans on favorable terms or at all.

In February and March 2017, we completed an IPO which provided net proceeds of approximately $78.7 million, after deducting underwriting discounts and commissions and other offering expenses paid by us.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 needsneeds 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 fundfund additional property acquisitions, major renovation and upgrading projects, and debt payments and retirements at maturity. We do not expect that net cash provided by operations will be sufficient to meet all of 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 accessaccess 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 for REITs and market perceptions about our company.

 


24

 

We believe that our current cash flows from operations and cash on hand, coupled with additional mortgage debt, will be sufficient to allow usus to continue operations, satisfy our contractual obligations and make distributions to our stockholders and the members of our LLC subsidiaries.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.

 

Property-Level DebtDistributions

 

The mortgages, loansIn 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 March 31, 2021 and mezzanine notes which are collateralized by their respective properties, members’ interests in the properties2020, we paid dividends and assignment of leases,distributions on our common shares, Class B LLC units and the principal amounts outstanding as of September 30, 2017,LTIP units totaling $4.2 million and December 31, 2016, are as follows (in thousands):$4.3 million, respectively.

 

 

Property

Maturity

 

Interest Rate

  

September 30,
2017

  

December 31,
2016

 
              

Flatbush Gardens, Brooklyn, NY

10/1/2024

  3.88% $148,888  $150,000 

Flatbush Gardens, Brooklyn, NY

10/1/2024

  3.88%  19,852   20,000 

250 Livingston Street, Brooklyn, NY

5/6/2023

  4.00%  34,479   35,093 

141 Livingston Street, Brooklyn, NY

6/1/2028

  3.875%  79,029   79,500 

Tribeca House, Manhattan, NY

11/9/2018

  LIBOR + 3.75%  410,000   410,000 

Aspen, Manhattan, NY

7/1/2028

  3.68%  69,800   70,000 

107 Columbia Heights, Brooklyn, NY

5/9/2020

  LIBOR + 3.85%  59,347    
       $821,395  $764,593 

Tribeca House

There is $410 million of mortgage and mezzanine debt related to the Tribeca House properties, as of September 30, 2017, in the form of a mortgage note of $335 million to Deutsche Bank and a $75 million mezzanine note to SL Green Finance. Both the mortgage note and the mezzanine note mature on November 9, 2018, and give us the option to extend the maturity date up to three one-year terms. The notes bear interest at a blended rate of one-month LIBOR plus 3.75%. Under the mortgage note, we have the option to prepay the balance in whole, but not in part, without a prepayment penalty. Under the mezzanine note, we have the option to prepay the balance in whole, but not in part. In connection with both the mortgage and mezzanine debt, our Co-Chairman/Chief Executive Officer and entities controlled by our Co-Chairman/Head of Investment Committee entered into guaranties of certain recourse obligations.

Flatbush Gardens

There is $168.7 million of mortgage debt secured by Flatbush Gardens, as of September 30, 2017, in the form of two mortgage notes to New York Community Bank. A $150 million principal-amount mortgage note matures on October 1, 2024, and has a fixed interest rate of 3.88%. A $20 million principal-amount mortgage note also matures on October 1, 2024, and has an interest rate of 3.88% through September 2019, after which the interest rate is equal to the prime rate plus 2.75% (subject to an option to fix the rate).  Both loans began principal amortization in May 2017 on a 30-year basis.  Under both notes, we have the option to prepay all (but not less than all) of the unpaid balance of the loan prior to the maturity date, but must pay a prepayment premium of 3% if the prepayment occurs prior to October 1, 2017, 2% if it occurs from October 1, 2017 through September 30, 2018, and 1% if it occurs from October 1, 2018 through June 30, 2019. Our Co-Chairman/Chief Executive Officer entered into guaranties of certain recourse obligations in connection with both notes.

141 Livingston Street

There is $79.0 million in mortgage debt secured by 141 Livingston Street, as of September 30, 2017, in the form of a mortgage note to New York Community Bank. The note matures on June 1, 2028, bears interest at 3.875% and began principal amortization in July 2017 on a 30-year basis. We may prepay the debt in whole or in part, subject to a prepayment premium. Our Co-Chairman/Chief Executive Officer and entities controlled by our Co-Chairman/Head of Investment Committee entered into a guaranty of certain recourse obligations in connection with this loan for which we will indemnify them.


250 Livingston Street

There is $34.5 million in mortgage debt secured by 250 Livingston Street, as of September 30, 2017, in the form of a mortgage note to Citigroup Global Markets Realty Corp, which has been securitized. The note matures on May 6, 2023, bears interest at 4.0% and requires monthly principal and interest payments of $179,000. We may prepay the debt within two months of maturity, in whole, without having to pay a prepayment premium. Our Co-Chairman/Chief Executive Officer entered into a guaranty of certain recourse obligations in connection with this loan for which we will indemnify him.

Aspen

There is $69.8 million in mortgage debt secured by Aspen as of September 30, 2017, in the form of a mortgage note to Capital One Multifamily Finance LLC. The note matures on July 1, 2028, and bears interest at 3.68%. The note requires interest-only payments through July 2017, and monthly principal and interest payments of $321,000 thereafter based on a 30-year amortization schedule.

107 Columbia Heights

There is $59 million in mortgage debt secured by 107 Columbia Heights as of September 30, 2017, in the form of a mortgage note to a unit of Blackstone Mortgage Trust, Inc., entered into in connection with the acquisition of the property. There is also a construction loan secured by the building with the same lender that will provide up to $14.7 million for 100% of eligible capital improvements and carry costs, of which approximately $347,000 was drawn as of September 30, 2017. The notes mature on May 9, 2020, are subject to two one-year extensions and bear interest at one-month LIBOR plus 3.85%.

 

Cash Flows for the NineThree Months ended September 30, 2017 Ended March 31, 2021 and 20162020 (in thousands)

 

 

Nine Months Ended
September 30,

  

Three Months Ended
March 31,

 
 2017  

2016

  

2021

 

2020

 

Operating activities

 $8,019  $5,253  $7,437  $9,050 

Investing activities

  (109,816)  (130,833) (7,745) (7,115)

Financing activities

  119,019   82,349  17,472  (4,997)

 

Cash flows provided by (used in) operating activities, investing activities and financing activities for the ninethree months ended September 30, 2017March 31, 2021 and 2016, are2020, were as follows:

 

Net cash flow provided by operating activities was $8,019$7,437 for the ninethree months ended September 30, 2017,March 31, 2021, compared to $5,253$9,050 for the ninethree months ended September 30, 2016.March 31, 2020. The net increasedecrease during the 20172021 period reflects approximately $5,204reflected a decrease of higher$1,188 of cash flow from operating results (including the impactand a decrease of the Aspen property purchased in late June 2016), offset by an increase of approximately $2,438$425 of cash usedgenerated by operating assets and liabilities (including increases in restricted cash and payments of accounts payable).liabilities.

 

Net cash used in investing activities was $109,816$7,745 for the ninethree months ended September 30, 2017,March 31, 2021, compared to $130,833$7,115 for the ninethree months ended September 30, 2016. WeMarch 31, 2020. The cash in the respective periods was spent approximately $14,100 and $13,000 on capital projects for(with $14 spent on the nine months ended September 30, 2017 and 2016, respectively. Forpurchase of an interest rate cap in the nine months ended September 30, 2017, we funded an approximate $8,100 acquisition deposit for the 10 West 65th Street property and used approximately $87,600 to complete the acquisition of the 107 Columbia Heights property. For the nine months ended September 30, 2016, we used approximately $102,800 to complete the acquisition of the Aspen property.2020 period).

 

Net cash provided by financing activities was $119,019 and $82,349$17,472 for the ninethree months ended September 30, 2017 and 2016, respectively.March 31, 2021, compared to $4,997 of net cash used in financing activities for the three months ended March 31, 2020. Cash was provided in the ninethree months ended September 30, 2017,March 31, 2021, by the IPO completed in February and March ($78,685) and proceeds from a new loan on the mortgage141 Livingston Street property ($100,000) and additional borrowings related to the development at the 1010 Pacific Street property ($248), partially offset by repayment of the existing loan on the 141 Livingston Street property ($74,241), scheduled debt amortization ($535) and loan issuance and extinguishment costs ($3,809); cash was used in the 107 Columbia Heights acquisition ($55,146); and in the ninethree months ended September 30, 2016,March 31, 2020, for scheduled debt amortization ($897), partially offset by refinancingadditional borrowings related to the mortgage loandevelopment at 141 Livingston in May 2016 and proceeds from the mortgage loan used in the Aspen acquisition in June 2016 (total $90,686)1010 Pacific Street property ($176). The Company paid distributions of $12,310$4,191 and $7,457$4,276 in the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively.


 

Income Taxes

 

No provision has been made for income taxes since all of the Company’sCompany’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 so as to satisfy the requirements for qualification as a REIT for federal income tax purposes.

25

 

Inflation

 

Inflation in the United States has been relatively low in recent years and did not havehave a significant impact on the results of operations for the Company’s business for the periods shownreported 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 74%70% of our revenue, are short-term in nature. Our longer-term commercial and retail leases would generally allow us to recover some increased costs in the event of significant inflation.

 

Although the impact of inflation has been relatively insignificant in recent years, it does remain a factor in the United States economy and could increase the cost of acquiring or replacing properties in the future.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2017,March 31, 2021, we do not have any off-balance sheet arrangements that have had or are reasonably likely to have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.

 

Non-GAAP FinancialFinancial 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 measure”measures” set forth in Item 10(e) of Regulation S-K promulgated by the SEC.

 

While management and the investmentinvestment 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 intangiblesintangibles 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 acquisitionother 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 expenditures.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.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.

26

 

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 FFO and AFFO for thethe periods presented to net loss, before allocation to non-controlling interests, computed in accordance with GAAP (amounts in thousands):

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended
March 31,

 
 

2017

  

2016

  

2017

  

2016

  

2021

 

2020

 

FFO

                    

Net loss

 $(1,569) $(2,537) $(4,478) $(9,260) $(7,134) $(377)

Real estate depreciation and amortization

  4,086   4,008   12,084   10,646   6,227  5,558 

FFO

 $2,517  $1,471  $7,606  $1,386  $(907) $5,181 
                 

AFFO

                    

FFO

 $2,517  $1,471  $7,606  $1,386  $(907) $5,181 

Amortization of real estate tax intangible

  392   518   1,176   1,186 

Amortization of above- and below-market leases

  (431)  (438)  (1,297)  (1,357)

Straight-line rent adjustments

  81   (41)  237   (60)

Amortization of real estate tax intangible

 120  119 

Amortization of above- and below-market leases

 (31) (99)

Straight-line rent adjustments

 (1) (228)

Amortization of debt origination costs

  721   1,159   2,163   4,253  308  304 

Interest rate cap mark-to-market

  30      359   9 

Amortization of LTIP awards

  840   779   2,269   1,891  486  158 

Acquisition costs

  10      37   407 

Transaction pursuit costs

 60   

Loss on extinguishment of debt

 3,034   

Non-recurring litigation-related expenses

 59  264 

Recurring capital spending

  (134)  (121)  (411)  (535)  (50) (145)

AFFO

 $4,026  $3,327  $12,139  $7,180  $3,078  $5,554 

 

Adjusted Earnings Before Interest, Income Taxes, DepreciationDepreciation and Amortization

 

We believe that Adjusted EBITDA is a useful measure of our operating performance. We define Adjusted EBITDA as net lossincome (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 acquisition costs.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 immediatelyimmediately apparent from GAAP income from operations or net income.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 measuremeasure 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.

 


27

 

The following table sets forth a reconciliation of Adjusted EBITDA for the periods presented to net loss, before allocation to non-controlling interests, computed in accordance with GAAP (amounts in thousands):

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended
March 31,

 
 

2017

  

2016

  

2017

  

2016

  

2021

 

2020

 

Adjusted EBITDA

                    

Net loss

 $(1,569) $(2,537) $(4,478) $(9,260) $(7,134) $(377)

Real estate depreciation and amortization

  4,086   4,008   12,084   10,646 

Real estate depreciation and amortization

 6,227  5,558 

Amortization of real estate tax intangible

  392   518   1,176   1,186  120  119 

Amortization of above- and below-market leases

  (431)  (438)  (1,297)  (1,357)

Straight-line rent adjustments

  81   (41)  237   (60)

Amortization of above- and below-market leases

 (31) (99)

Straight-line rent adjustments

 (1) (228)

Amortization of LTIP awards

  840   779   2,269   1,891  486  158 

Interest expense, net

  8,925   9,886   26,508   28,749  10,217  9,788 

Acquisition costs

  10      37   407 

Transaction pursuit costs

 60   

Loss on extinguishment of debt

 3,034   

Non-recurring litigation-related expenses

  59  264 

Adjusted EBITDA

 $12,334  $12,175  $36,536  $32,202  $13,037  $15,183 

 

Net Operating IncomeIncome

 

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.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 operating income from operations or net income.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,

  

Three Months Ended
March 31,

 
 

2017

  

2016

  

2017

  

2016

  

2021

 

2020

 

NOI

                    

Income from operations

 $7,356  $7,349  $22,030  $19,489  $6,117  $9,411 

Real estate depreciation and amortization

  4,086   4,008   12,084   10,646  6,227  5,558 

General and administrative expenses

  2,501   2,395   7,285   6,317  2,293  2,323 

Acquisition costs

  10      37   407 

Transaction pursuit costs

 60   

Amortization of real estate tax intangible

  392   518   1,176   1,186  120  119 

Amortization of above- and below-market leases

  (431)  (438)  (1,297)  (1,357)

Straight-line rent adjustments

  81   (41)  237   (60)

Amortization of above- and below-market leases

 (31) (99)

Straight-line rent adjustments

  (1) (228)

NOI

 $13,995  $13,791  $41,552  $36,628  $14,785  $17,084 

 

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 2016 Form 10-K.10-K for the year ended December 31, 2020.

 


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Recent Accounting Pronouncements

 

See Note 3, to the“Significant Accounting Policies” of our consolidated financial statements included in Item 1 for information relating to newa discussion of recent accounting pronouncements.

 

ITEMITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Our future income, cash flows and fair value relevant to our financial instruments depends 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. To manage this risk, we purchased interest rate caps on approximately $469.3the $64.7 million of Clover House debt outstanding (prior to the $821.4Clover House debt refinancing on November 8, 2019), the $75.0 million principal amount of 250 Livingston Street debt outstanding (prior to the 250 Livingston Street debt refinancing on May 31, 2019) and the $20.6 million of 1010 Pacific Street debt outstanding as of September 30, 2017,March 31, 2021 (the 1010 Pacific Street interest rate cap matured in December 2020), that would provide interest rate protection if one-month LIBOR exceeds 2.0% for the Tribeca House loans and 3.0% for the 107 Columbia HeightsClover House loans, 4.0% for the 250 Livingston Street loan and 3.6% for the 1010 Pacific Street loans.

 

A one percent change in interest rates on our $469.3$20.6 million of variable rate debt as of March 31, 2021, would impact annual net income by approximately $4.7$0.2 million.

 

The fair value of the Company’s notes payable was approximately $807.7$1,159.3 million and $749.3$1,204.2 million as of September 30, 2017,March 31, 2021, and December 31, 2016,2020, respectively.

 

ITEM 4.4.   CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our 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 the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2017,March 31, 2021, our disclosure controls and procedures are designedwere not effective at athe reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and formsas a result of the SEC, and that such information is accumulated and communicated tomaterial weakness in our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.internal control over financial reporting discussed below.

 

Changes in Internal Control

 

ThereOther than the material weakness described below, there were no changes in our internal control over financial reporting identified in management’smanagement’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act 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.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2020, our management identified a material weakness in our internal control over financial reporting related to an error identified in connection with the understatement of revenue for straight-line rent associated with the reassessment of a lease term. Management identified the following deficiency in our processes and procedures that constitute a material weakness in our internal control over financial reporting: the misapplication of guidance in connection with accounting for a modification of an existing commercial lease. Our management communicated the results of its assessment to the Audit Committee of the Board of Directors of the Company.

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Management is in the process of implementing remediation procedures to address the control deficiency that led to the material weakness. The remediation plan includes, but is not limited to, the implementation of additional review procedures regarding the method for accounting for straight-line rent associated with the reassessment of the lease term. We believe these measures will remediate the material weakness noted. While we have completed some of these measures as of the date of this report, we have not completed all measures. The material weakness has not been fully remediated as of the date of the filing of this Form 10-Q. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weakness, we may determine that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controlscontrols and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 


 

PART III I OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

See Note 9, “Commitments and Contingencies” of our consolidated financial statements for a discussion of legal proceedings.

 

ITEM 1. LEGAL PROCEEDIngs1A.   RI

On July 3, 2017, the New York Supreme Court (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, who brought an action 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 421-g. The Court also awarded the plaintiffs, their attorney’s fees and costs. The Court declared that the plaintiff-tenants were subject to rent stabilization requirements and referred the matter to a special referee to determine the amount of rent over-charges, if any.  Two other cases have resulted in similar decisions. The Company believes that these court decisions are incorrect and conflict with other recent court decisions that directly uphold the Company’s position. On July 18, 2017, the Court stayed the above decision and the Company intends to expeditiously appeal the Court’s decision to the Appellate Division, First Department.  Due to the inherent uncertainty and unpredictability of litigation, we cannot determine at this time with any specificity the Company’s potential liability.

In addition to the above, from time to time, we are party to various lawsuits, claims for negligence and other legal proceedings that arise in the ordinary course of our business. We do not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material effect on our business, financial condition or results of operations if determined adversely to us.

item 1a. RISK FACTORS

 

The risk factors disclosed in the section entitled Risk“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016,2020, 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. Asresults as of the date of this Quarterly Report on Form 10-Q,March 31, 2021, and there have been no material changes with respect to suchthose risk factors.factors for the three months ended March 31, 2021. Moreover, many of the risks described in the risk factors set forth in our Annual Report on Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic.

30

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Use of Proceeds from Registered Securities:

On February 9, 2017, our registration statement on Form S-11 (File No. 333-214021) was declared effective by the SEC for our IPO, pursuant to which we sold an aggregate of 6,390,149 primary shares of our common stock (including the exercise of the over-allotment option) at a price to the public of $13.50 per share. FBR Capital Markets & Co., Raymond James & Associates, Inc., Janney Montgomery Scott LLC and Wunderlich Securities, Inc., served as underwriters. On February 13, 2017, we closed the sale of such shares and on March 10, 2017, we closed the sale of the over-allotment option, resulting in aggregate net proceeds of approximately $78.7 million after deducting underwriting discounts and commissions of $5.1 million and other offering expenses of approximately $2.5 million. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on February 13, 2017, pursuant to Rule 424(b).

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

 


ITEM 4.   MINE SAFETY DISCLOSURE

Not applicable.

 

ITEM 5.   OTHER INFORMATION

On May 4, 2021, Michael Frenz informed the Company of his resignation as Chief Financial Officer of the Company effective May 11, 2021.  Lawrence Kreider, Jr., the Company’s previous Chief Financial Officer, will become Chief Financial Officer effective upon Mr. Frenz’s resignation. Mr. Frenz will continue with the Company for a short period of time to assist with the transition.

Mr. Kreider and the Company have entered into an employment agreement pursuant to which Mr. Kreider is entitled to (i) a base salary of $340,000 per year, (ii) an annual cash incentive bonus with a target bonus opportunity of 44% of annual base salary, (iii) eligibility for long-term incentive compensation with a target annual amount of $150,000, and (iv) participation in the Company’s employee benefit and welfare plans.

Mr. Kreider, age 73, previously served as Chief Financial Officer of the Company from August 2015 until his retirement in June 2019, following which he served as a consultant to the Company through June 2020 to assist the Company’s executive management, finance and accounting teams with the transition of the responsibilities of the Chief Financial Officer to Mr. Frenz. Previously, Mr. Kreider was Chief Financial Officer of Cedar Realty Trust from 2007 to 2011, where he had direct responsibility for all aspects of the company’s financial operations. From 2001 to 2007, Mr. Kreider was Senior Vice President, Chief Financial Officer, Chief Information Officer and Chief Accounting Officer for Affordable Residential Communities. From 1999 to 2001, Mr. Kreider was Senior Vice President of Finance for Warnaco Group Inc. and, in 2000 and 2001, President of Warnaco Europe. From 1986 to 1999, Mr. Kreider held several senior finance positions with Revlon, Inc., as Senior Vice President, Controller and Chief Accounting Officer, and with MacAndrews & Forbes Holdings. Prior to 1986, he held senior finance positions with Zale Corporation, Johnson Matthew Jewelry Corporation and Refinement International Company. Mr. Kreider began his career with Coopers & Lybrand, now PricewaterhouseCoopers. Mr. Kreider holds a Bachelor of Arts from Yale University and a Master’s of Business Administration from the Stanford Graduate School of Business.

In connection with Mr. Kreider’s retirement from the Company and his provision of consulting services, he received a prorated bonus (through the date of his retirement) for 2019 in the form of a long-term incentive plan award of 5,800 long-term incentive plan units vesting on June 30, 2019. Additionally, the Company accelerated the vesting of Mr. Kreider’s restricted long-term incentive plan units so that they vested in full on June 30, 2019.

There are no family relationships between Mr. Kreider and any of the directors and executive officers of the Company, nor are there any transactions in which Mr. Kreider has an interest requiring disclosure under Item 404(a) of Regulation S-K other than as set forth above.

ITEM 6.   EXHIBITS.EXHIBITS

 

Exhibit

Number

Description

*31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

  

*31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

  

*32.1

Certification byof Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002

  

*32.2

Certification byof Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002

**101.INS

Inline XBRL Instance Document.Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

**101.SCH

Inline XBRL Taxonomy Extension Schema Document.Document

**101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.Document

**101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.Document

**101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.Document

**101 DEF101.DEF

Inline XBRL Taxonomy ExtensionExtension Definition Linkbase Document

**104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Filed herewith

**SubmittedSubmitted electronically with the report

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Reportreport to be signed on its behalf by the undersigned.

 

Clipper realty inc.CLIPPER REALTY INC. 

October 27, 2017May 10, 2021

By:

/s/ David Bistricer

David Bistricer

  Co-Chairman and Chief Executive Officer

 

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