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8-K - FORM 8-K - Clipper Realty Inc.clpr20171026_8k.htm

Exhibit 99.1

 

 

Clipper Realty Inc. Announces Third Quarter 2017 Results

 

 

NEW YORK, October 26, 2017 /Business Wire/ -- Clipper Realty Inc. (NYSE: CLPR), a leading owner and operator of multifamily residential and commercial properties in the New York metropolitan area, today announced financial and operating results for the three and nine months ended September 30, 2017.

 

Highlights for the Three and Nine Months Ended September 30, 2017

 

 

Grew revenues by approximately 5% to $26.0 million in the third quarter 2017, and by 11% to $76.6 million in the nine months ended September 30, 2017, compared to the same periods in 2016.

 

Achieved record quarterly Income from Operations of $7.4 million, and Net Operating Income (“NOI”) of $14.0 million in the third quarter 2017 consistent with the second quarter 2017 record.

 

Reduced net loss by 38% to $1.6 million, or $0.04 per share, for the third quarter 2017, and by 52% to $4.5 million, or $0.11 per share, for the nine months ended September 30, 2017, compared to the same periods in 2016.

 

Increased Adjusted Funds from Operations (“AFFO”) by 21% to $4.0 million, or $0.09 per share, in the third quarter 2017, and by 69% to $12.1 million, or $0.28 per share, in the nine months ended September 30, 2017, compared to the same periods in 2016.

 

Declares dividend of $0.095 for the third quarter 2017, representing a 46% increase over the same period in 2016.

 

In the process of closing the acquisition of 10 West 65th Street, a residential property in Manhattan, for $79.0 million.

 

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

 

“We are pleased with our third quarter results, generating solid revenue increases and continuing high levels of NOI and AFFO, which reflect the quality of our property portfolio and the operational excellence of our team. With strong management and prudent capital improvements, we believe our properties will contribute meaningfully to our cash flow growth over time. As we progress through the remainder of 2017 and beyond, we remain focused on executing our internal and external strategic initiatives - driving cash flow, increasing scale, enhancing efficiencies through asset repositioning and expertly operating our high-quality portfolio - to create long-term value for our shareholders. We are excited to continue to grow our portfolio, as we close the acquisition of 10 West 65th Street for $79.0 million.”

 

Financial Results

 

Revenues grew by $1.2 million, or approximately 5%, to $26.0 million for the third quarter 2017, compared to $24.8 million for the third quarter 2016. Revenues grew by $7.9 million, or approximately 11%, to $76.6 million in the nine months ended September 30, 2017, compared to $68.8 million for the nine months ended September 30, 2016. The growth is attributable to a lease renewal on approximately one-third of the office space at the 250 Livingston property effective January 2017, increases in residential rents per square foot at the Flatbush Gardens property, increases in residential rents per square foot and occupancy at the Tribeca House property, and, for the nine-month period, the acquisition of the Aspen property in June 2016.

 

Net loss for the third quarter 2017 was $1.6 million, or $0.04 per share, compared to $2.5 million or $0.07 per share for the third quarter 2016, representing an improvement of approximately 38%. Net loss for the nine months ended September 30, 2017, was $4.5 million, or $0.11 per share, compared to $9.3 million, or $0.25 per share for the nine months ended September 30, 2016, representing an improvement of approximately 52%. The reduction in net loss in both periods was due to higher revenue and reduced interest expense, partially offset by higher real estate taxes, operating expenses, general and administrative expenses and depreciation and amortization and, in the nine-month period, the acquisition of the Aspen property in June 2016.

 

 

 

 

AFFO for the third quarter of 2017 was $4.0 million, or $0.09 per share, as compared to $3.3 million, or $0.09 per share, in third quarter 2016, and $12.1 million, or $0.28 per share, for the nine months ended September 30, 2017, as compared to $7.2 million, or $0.19 per share, for the same period in 2016. These increases reflect the above-mentioned increases in revenue, the operating expense changes discussed above and, in the nine-month period, the acquisition of the Aspen property in June 2016. AFFO is a non-GAAP measure. See “Reconciliation of Non-GAAP Measures.”

 

Balance Sheet

 

Notes payable (excluding unamortized loan costs) was $821.4 million at September 30, 2017, as compared to $764.6 million at December 31, 2016. The balance at September 30, 2017, includes the $59.0 million mortgage loan obtained in connection with the 107 Columbia Heights acquisition discussed below.

 

In the first quarter 2017, the Company completed an initial public offering in which it sold approximately 6.4 million shares at $13.50 per share, raising approximately $86.3 million of gross proceeds.

 

Acquisitions

  

The Company is in the process of closing the acquisition of 10 West 65th Street in Manhattan, which comprises approximately 82,000 square feet plus 53,000 square feet of air rights, for $79.0 million or $585 per square foot. The 82-unit property is located near Lincoln Center and Central Park in the Upper West Side submarket of Manhattan. The Company plans to invest incremental capital to enhance the property. In connection with the acquisition, the Company obtained a $34.35 million, ten-year 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 for the remaining five years of the term. 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.

 

In May 2017, the Company completed the purchase of a residential property located at 107 Columbia Heights in Brooklyn for $87.5 million or $568 per square foot. The property comprises approximately 154,000 square feet in 159 residential units. In connection with the acquisition, the Company obtained a $59.0 million mortgage loan, secured by the property, bearing interest of 3.85% over LIBOR, and maturing in August 2020. The loan allows for additional borrowings of up to $14.7 million for capital improvements. The property is carried on the balance sheet as real estate under development.

 

Capital Expenditures

 

The Company has been engaged in a capital program to reposition several of its properties and achieve optimal rent growth. The Company spent $15.5 million, primarily on major renovation projects, for the nine months ended September 30, 2017, as compared to $13.0 million in the same period in 2016. At the Tribeca House property, the expenditures were to upgrade units and common areas, including the lobby. At the Flatbush Gardens property, comprising 59 buildings and nearly 22 acres, the expenditures included the replacement of a major terrace area, installation of security cameras, lighting and refurbishment of all basement areas, and installation of new mailboxes and new laundry rooms. At 141 Livingston Street, the expenditures were to refurbish elements of the property as agreed under the lease that renewed in 2014. At the 107 Columbia Heights property, the Company’s expenditures were to commence development of the property and were funded primarily from the construction loan.

 

 

 

 

Dividend

 

The Company today declared its third quarter dividend of $0.095 per share to shareholders of record on November 6, 2017, payable November 13, 2017. This represents a 46% increase from the dividend paid in the third quarter of 2016.

 

Conference Call and Supplemental Material

 

The Company will host a conference call on October 26, 2017 at 5:00 PM Eastern Time to discuss further third quarter 2017 results. The conference call can be accessed by dialing 888-267-2845 or 973-413-6102, conference entry code 475762. A replay of the call will be available from October 26, 2017, following the call through November 9, 2017, by dialing 800-332-6854 or 973-528-0005, replay conference ID 475762. Supplemental data to this release can be found under the “Company Presentations” navigation tab on the “Investors” page of our website at www.clipperrealty.com. The Company’s filings with the Securities and Exchange Commission (“SEC”) will be filed at www.sec.gov under Clipper Realty Inc.

 

About Clipper Realty

 

Clipper Realty Inc. (NYSE: CLPR) is a self-administered and self-managed real estate company that acquires, owns, manages, operates and repositions multifamily residential and commercial properties in the New York metropolitan area, with a portfolio in Manhattan and Brooklyn. For more information on Clipper Realty Inc., please visit www.clipperrealty.com.

 

Forward Looking Statements

 

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

 

We disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control and which may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a discussion of these and other important factors that could affect our actual results, please refer to our filings with the Securities and Exchange Commission, including the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2016.

 

Contacts

Investors:

Email: investorrelations@clipperrealty.com

Phone: (718) 438-2804 extension 2249

 

 

 

 

 Clipper Realty Inc. 

 Consolidated Balance Sheets 

 (In thousands, except for 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  

 

 

 

 

 

 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 )
                                 

Weighted average common shares / OP units

                               

Common shares outstanding

    17,813       11,423       16,756       11,423  

OP units outstanding

    26,317       26,317       26,317       26,317  

Diluted shares outstanding

    44,130       37,740       43,073       37,740  

 

 

 

 

 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       -  

 

 

 

 

Clipper Realty Inc.

Reconciliation of Non-GAAP Measures

(In thousands, except per share data)

(Unaudited)

 

Non-GAAP Financial Measures

 

We disclose and discuss funds from operations (“FFO”), adjusted funds from operations (“AFFO”), adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), and net operating income (“NOI”) all of which meet the definition of “non-GAAP financial measure” set forth in Item 10(e) of Regulation S-K promulgated by the SEC.

 

While management and the investment community in general believe that presentation of these measures provides useful information to investors, neither FFO, AFFO, Adjusted EBITDA, nor NOI should be considered as an alternative to net income 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 or income from operations and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements.

 

Funds From Operations and Adjusted Funds From Operations

 

FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and impairment adjustments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO is consistent with FFO as defined by NAREIT.

 

AFFO is defined by us as FFO excluding amortization of identifiable intangibles incurred in property acquisitions, straight-line rent adjustments to revenue from long-term leases, amortization costs incurred in originating debt, interest rate cap mark-to-market, amortization of non-cash equity compensation and acquisition costs, less recurring capital expenditures.

 

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. In fact, real estate values have historically risen or fallen with market conditions. FFO is intended to be a standard supplemental measure of operating performance that excludes historical cost depreciation and valuation adjustments from net income. We consider FFO useful in evaluating potential property acquisitions and measuring operating performance. We further consider AFFO useful in determining funds available for payment of distributions. Neither FFO nor AFFO represent net income or cash flows from operations computed in accordance with GAAP. You should not consider FFO and AFFO to be alternatives to net income as reliable measures of our operating performance; nor should you consider FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (computed in accordance with GAAP) as measures of liquidity.

 

Neither FFO nor AFFO measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders. FFO and AFFO do not represent cash flows from operating, investing or financing activities computed in accordance with GAAP. Further, FFO and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO and AFFO.

 

The following table sets forth a reconciliation of FFO and AFFO 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,

 
   

2017

   

2016

   

2017

   

2016

 

FFO

                               

Net loss

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

Real estate depreciation and amortization

    4,086       4,008       12,084       10,646  

FFO

  $ 2,517     $ 1,471     $ 7,606     $ 1,386  
                                 
                                 

AFFO

                               

FFO

  $ 2,517     $ 1,471     $ 7,606     $ 1,386  

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 debt origination costs

    721       1,159       2,163       4,253  

Interest rate cap mark-to-market

    30       -       359       9  

Amortization of LTIP awards

    840       779       2,269       1,891  

Acquisition costs

    10       -       37       407  

Recurring capital spending

    (134 )     (121 )     (411 )     (535 )

AFFO

  $ 4,026     $ 3,327     $ 12,139     $ 7,180  

AFFO Per Share/Unit

  $ 0.09     $ 0.09     $ 0.28     $ 0.19  

 

 

 

    

Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization

 

We believe that Adjusted EBITDA is a useful measure of our operating performance. We define Adjusted EBITDA as net 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) and acquisition costs.

 

We believe that this measure provides an operating perspective not immediately apparent from GAAP income from operations or net income. We consider Adjusted EBITDA to be a meaningful financial measure of our core operating performance.

 

However, Adjusted EBITDA should only be used as an alternative measure of our financial performance. Further, other REITs may use different methodologies for calculating Adjusted EBITDA, and accordingly, our Adjusted EBITDA may not be comparable to that of other REITs.

 

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

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2017

   

2016

   

2017

   

2016

 

Adjusted EBITDA

                               

Net loss

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

Real estate depreciation and amortization

    4,086       4,008       12,084       10,646  

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 LTIP awards

    840       779       2,269       1,891  

Interest expense, net

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

Acquisition costs

    10       -       37       407  

Adjusted EBITDA

  $ 12,334     $ 12,175     $ 36,536     $ 32,202  

 

 

 

 

Net Operating Income

 

We believe that NOI is a useful measure of our operating performance. We define NOI as income from operations plus real estate depreciation and amortization, general and administrative expenses, acquisition costs, amortization of identifiable intangibles and straight-line rent adjustments to revenue from long-term leases. We believe that this measure is widely recognized and provides an operating perspective not immediately apparent from GAAP operating income or net income. 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,

 
   

2017

   

2016

   

2017

   

2016

 

NOI

                               

Income from operations

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

Real estate depreciation and amortization

    4,086       4,008       12,084       10,646  

General and administrative

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

Acquisition costs

    10       -       37       407  

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 )

NOI

  $ 13,995     $ 13,791     $ 41,552     $ 36,628