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8-K - FORM 8-K - Clipper Realty Inc.clpr20181101_8k.htm

Exhibit 99.1

 

Clipper Realty Inc. Announces Third Quarter 2018 Results

Reports Record Revenues, Income From Operations and Adjusted Funds From Operations

 

 

NEW YORK, November 1, 2018 /Business Wire/ -- Clipper Realty Inc. (NYSE: CLPR) (the “Company”), a leading owner and operator of multifamily residential and commercial properties in the New York metropolitan area, today announced financial and operating results for the three months ended September 30, 2018.

 

Highlights for the Three Months Ended September 30, 2018

 

 

Achieved record quarterly revenues of $27.9 million for the third quarter 2018, representing an increase of 7.5% compared to the same period in 2017

 

Achieved record quarterly income from operations of $9.1 million and quarterly net operating income (“NOI”)1 of $15.2 million for the third quarter 2018, representing increases of 23.8% and 8.7%, respectively, compared to the same period in 2017

 

Achieved record quarterly net income of $1.3 million for the third quarter 2018, compared to a net loss of $1.6 million for the same period in 2017

 

Achieved record quarterly adjusted funds from operations (“AFFO”)1 of $5.8 million for the third quarter 2018, representing an increase of 43.2% compared to the same period in 2017

 

Declared a dividend of $0.095 per share for the third quarter 2018

 

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

 

“We are extremely pleased with our third quarter 2018 results, which demonstrate solid revenue growth reflecting 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 2018 and beyond, we remain focused on executing our strategic initiatives, which include 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 through the development of the 107 Columbia Heights and 10 West 65th Street properties, which we acquired last year. In addition, as we previously disclosed, we are in active discussions with the City of New York regarding renewal of its commercial leases at the 250 Livingston Street property, which terminate in August 2020.”

 

Financial Results

 

Revenues grew by $1.9 million, or 7.5%, to $27.9 million for the third quarter 2018, compared to $26.0 million for the third quarter 2017. The growth was primarily attributable to improvements in occupancy and rental rates at the Flatbush Gardens and Tribeca House properties, and the acquisition of the 10 West 65th Street property.

 


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

 

 

 

 

Net income for the third quarter 2018 was $1.3 million, or $0.02 per share, compared to a net loss of $1.6 million, or $0.04 per share, for the third quarter 2017. AFFO for the third quarter 2018 was $5.8 million, or $0.13 per share, compared to $4.0 million, or $0.09 per share, for the third quarter 2017. Exclusive of the effects of the 10 West 65th Street acquisition, the increases in net income and AFFO reflect the increase in revenues discussed above, lower interest expense as a result of the refinancings discussed below, flat property operating expenses, higher real estate taxes, lower general and administrative costs and higher depreciation and amortization expense.

 

Balance Sheet

 

At September 30, 2018, notes payable (excluding unamortized loan costs) was $883.7 million, compared to $855.1 million at December 31, 2017. The balance increased primarily as a result of the refinancing of debt secured by the Flatbush Gardens and Tribeca House properties in February 2018.

 

Capital Expenditures

 

The Company continues to strategically develop its properties, selectively repositioning assets and driving ongoing rent growth. In the third quarter of 2018, the Company incurred $10.1 million of capital expenditures, compared to $6.4 million in the same period in 2017. These capital expenditures were largely related to renovation projects at 107 Columbia Heights to develop the property; since acquisition, the Company has funded $4.5 million of these expenditures under a $14.7 million construction loan. Other capital expenditures occurred at the Tribeca House and Flatbush Gardens properties, principally to upgrade units and complete projects previously undertaken. These include the lobbies at Tribeca House and, at Flatbush Gardens, the terrace, security cameras, lighting, mailbox and laundry room installations, and basement area refurbishment.

 

Dividend

 

The Company today declared its third quarter dividend of $0.095 per share to shareholders of record on November 14, 2018, payable November 20, 2018.

 

Conference Call and Supplemental Material

 

The Company will host a conference call on November 1, 2018, at 5:00 PM Eastern Time to discuss the third quarter results. The conference call can be accessed by dialing (800) 346-7359 or (973) 528-0008, conference entry code 258221. A replay of the call will be available from November 1, 2018, following the call, through November 15, 2018, by dialing (800) 332-6854 or (973) 528-0005, replay conference ID 258221. Supplemental data to this release can be found under the “Quarterly Earnings” navigation tab on the “Investors” page of our website at www.clipperrealty.com. The Company’s filings with the Securities and Exchange Commission (“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 the Company, please visit www.clipperrealty.com.

 

 

 

 

Forward-Looking Statements

 

Various statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include estimates concerning 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 SEC, including the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2017, as amended, and other reports filed from time to time with the SEC.

 

 

Contact:

Michael Frenz, Head of Capital Markets

(718) 438-2804 x2274

M: (917) 576-7750

Email: mfrenz@clipperrealty.com

 

 

 

 

Clipper Realty Inc.

Consolidated Balance Sheets

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

 

   

September 30,

2018

   

December 31,

2017

 
   

(unaudited)

         

ASSETS

               

Investment in real estate

               

Land and improvements

  $ 497,343     $ 497,343  

Building and improvements

    475,278       463,727  

Tenant improvements

    3,040       3,023  

Furniture, fixtures and equipment

    10,707       10,245  

Real estate under development

    116,752       96,268  

Total investment in real estate

    1,103,120       1,070,606  

Accumulated depreciation

    (86,027 )     (73,714 )

Investment in real estate, net

    1,017,093       996,892  
                 

Cash and cash equivalents

    12,372       7,940  

Restricted cash

    12,713       13,730  

Tenant and other receivables, net of allowance for doubtful accounts of $2,719 and $2,524, respectively

    3,259       6,569  

Deferred rent

    2,743       3,514  

Deferred costs and intangible assets, net

    10,311       11,894  

Prepaid expenses and other assets

    9,179       11,546  

TOTAL ASSETS

  $ 1,067,670     $ 1,052,085  
                 

LIABILITIES AND EQUITY

               

Liabilities:

               

Notes payable, net of unamortized loan costs of $10,579 and $11,170, respectively

  $ 873,110     $ 843,946  

Accounts payable and accrued liabilities

    13,713       8,595  

Security deposits

    6,831       6,048  

Below-market leases, net

    3,461       5,075  

Other liabilities

    3,512       2,830  

TOTAL LIABILITIES

    900,627       866,494  
                 

Equity:

               

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

    -       -  

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

    178       178  

Additional paid-in-capital

    92,864       92,273  

Accumulated deficit

    (25,616 )     (17,539 )

Total stockholders' equity

    67,426       74,912  
                 

Non-controlling interests

    99,617       110,679  

TOTAL EQUITY

    167,043       185,591  
                 

TOTAL LIABILITIES AND EQUITY

  $ 1,067,670     $ 1,052,085  

 

 

 

 

Clipper Realty Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

REVENUES

                               

Residential rental income

  $ 20,180     $ 18,558     $ 59,148     $ 54,674  

Commercial income

    5,377       5,476       16,129       16,418  

Tenant recoveries

    1,294       1,162       3,668       3,223  

Garage and other income

    1,097       812       3,171       2,314  

TOTAL REVENUES

    27,948       26,008       82,116       76,629  
                                 

OPERATING EXPENSES

                               

Property operating expenses

    6,806       6,519       20,643       20,188  

Real estate taxes and insurance

    5,824       5,536       16,534       15,005  

General and administrative

    1,858       2,501       7,602       7,285  

Acquisition costs

    -       10       -       37  

Depreciation and amortization

    4,351       4,086       13,382       12,084  

TOTAL OPERATING EXPENSES

    18,839       18,652       58,161       54,599  
                                 

INCOME FROM OPERATIONS

    9,109       7,356       23,955       22,030  
                                 

Interest expense, net

    (8,052 )     (8,925 )     (24,603 )     (26,508 )

Loss on extinguishment of debt

    -       -       (6,981 )     -  

Gain on involuntary conversion

    194       -       194       -  
                                 

Net income (loss)

    1,251       (1,569 )     (7,435 )     (4,478 )
                                 

Net income (loss) attributable to non-controlling interests

    (746 )     938       4,434       2,736  

Dividends attributable to preferred shares

    -       -       -       (8 )

Net income (loss) attributable to common stockholders

  $ 505     $ (631 )   $ (3,001 )   $ (1,750 )
                                 

Basic and diluted net income (loss) per share

  $ 0.02     $ (0.04 )   $ (0.18 )   $ (0.11 )
                                 

Weighted average common shares / OP units

                               

Common shares outstanding

    17,813       17,813       17,813       16,756  

OP units outstanding

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

Diluted shares outstanding

    44,130       44,130       44,130       43,073  

 

 

 

 

Clipper Realty Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Nine Months Ended September 30,

 
    2018     2017  

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net loss

  $ (7,435 )   $ (4,478 )

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

               

Depreciation

    12,330       11,396  

Amortization of deferred financing costs

    984       2,163  

Amortization of deferred costs and intangible assets

    1,407       1,864  

Amortization of above- and below-market leases

    (1,438 )     (1,297 )

Loss on extinguishment of debt

    6,981       -  

Gain on involuntary conversion

    (194 )     -  

Deferred rent

    771       237  

Stock-based compensation

    1,670       2,268  

Change in fair value of interest rate caps

    (237 )     359  

Changes in operating assets and liabilities:

               

Restricted cash

    1,017       (6,694 )

Tenant and other receivables

    3,310       (721 )

Prepaid expenses, other assets and deferred costs

    2,295       2,760  

Accounts payable and accrued liabilities

    1,898       (1,321 )

Security deposits

    783       253  

Other liabilities

    682       1,230  

Net cash provided by operating activities

    24,824       8,019  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Additions to land, buildings and improvements

    (28,455 )     (14,104 )

Insurance proceeds from involuntary conversion

    226       -  

Proceeds from sale of interest rate caps

    385       -  

Acquisition deposit

    -       (8,126 )

Cash paid in connection with acquisition of real estate

    -       (87,586 )

Net cash used in investing activities

    (27,844 )     (109,816 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Proceeds and costs from sale of common stock

    (7 )     78,685  

Redemption of preferred stock

    -       (145 )

Payments of mortgage notes

    (580,866 )     (2,545 )

Proceeds from mortgage notes

    609,439       59,347  

Dividends and distributions

    (12,776 )     (12,310 )

Loan issuance and extinguishment costs

    (8,338 )     (4,013 )

Net cash provided by financing activities

    7,452       119,019  
                 

Net increase in cash and cash equivalents

    4,432       17,222  

Cash and cash equivalents - beginning of period

    7,940       37,547  

Cash and cash equivalents - end of period

  $ 12,372     $ 54,769  
                 
                 

Supplemental cash flow information:

               

Cash paid for interest, net of capitalized interest of $4,054 and $1,720 in 2018 and 2017, respectively

  $ 23,582     $ 24,848  

Non-cash interest capitalized to real estate under development

    888       592  

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

    6,920       1,522  

 

 

 

 

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, acquisition costs, loss on extinguishment of debt and gain on involuntary conversion, 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 income (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,

 
   

2018

   

2017

   

2018

   

2017

 

FFO

                               

Net income (loss)

  $ 1,251     $ (1,569 )   $ (7,435 )   $ (4,478 )

Real estate depreciation and amortization

    4,351       4,086       13,382       12,084  

FFO

  $ 5,602     $ 2,517     $ 5,947     $ 7,606  
                                 
                                 

AFFO

                               

FFO

  $ 5,602     $ 2,517     $ 5,947     $ 7,606  

Amortization of real estate tax intangible

    119       392       355       1,176  

Amortization of above- and below-market leases

    (479 )     (431 )     (1,438 )     (1,297 )

Straight-line rent adjustments

    258       81       771       237  

Amortization of debt origination costs

    232       721       984       2,163  

Interest rate cap mark-to-market

    -       30       (237 )     359  

Amortization of LTIP awards

    411       840       1,670       2,269  

Acquisition costs

    -       10       -       37  

Loss on extinguishment of debt

    -       -       6,981       -  

Gain on involuntary conversion

    (194 )     -       (194 )     -  

Recurring capital spending

    (184 )     (134 )     (426 )     (411 )

AFFO

  $ 5,765     $ 4,026     $ 14,413     $ 12,139  

AFFO Per Share/Unit

  $ 0.13     $ 0.09     $ 0.33     $ 0.28  

 

 

 

 

Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization

 

We believe that Adjusted EBITDA is a useful measure of our operating performance. We define Adjusted EBITDA as net income (loss) before allocation to non-controlling interests, plus real estate depreciation and amortization, amortization of identifiable intangibles, straight-line rent adjustments to revenue from long-term leases, amortization of non-cash equity compensation, interest expense (net), acquisition costs and loss on extinguishment of debt, less gain on involuntary conversion.

 

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 income (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,

 
   

2018

   

2017

   

2018

   

2017

 

Adjusted EBITDA

                               

Net income (loss)

  $ 1,251     $ (1,569 )   $ (7,435 )   $ (4,478 )

Real estate depreciation and amortization

    4,351       4,086       13,382       12,084  

Amortization of real estate tax intangible

    119       392       355       1,176  

Amortization of above- and below-market leases

    (479 )     (431 )     (1,438 )     (1,297 )

Straight-line rent adjustments

    258       81       771       237  

Amortization of LTIP awards

    411       840       1,670       2,269  

Interest expense, net

    8,052       8,925       24,603       26,508  

Acquisition costs

    -       10       -       37  

Loss on extinguishment of debt

    -       -       6,981       -  

Gain on involuntary conversion

    (194 )     -       (194 )     -  

Adjusted EBITDA

  $ 13,769     $ 12,334     $ 38,695     $ 36,536  

 

 

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,

 
   

2018

   

2017

   

2018

   

2017

 

NOI

                               

Income from operations

  $ 9,109     $ 7,356     $ 23,955     $ 22,030  

Real estate depreciation and amortization

    4,351       4,086       13,382       12,084  

General and administrative

    1,858       2,501       7,602       7,285  

Acquisition costs

    -       10       -       37  

Amortization of real estate tax intangible

    119       392       355       1,176  

Amortization of above- and below-market leases

    (479 )     (431 )     (1,438 )     (1,297 )

Straight-line rent adjustments

    258       81       771       237  

NOI

  $ 15,216     $ 13,995     $ 44,627     $ 41,552