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AFTER HRS · 17:25 ET
Market ClerkRecap
Wed Oct 21 · after hours2 signals today106 insider buys this week · $305.5MCIRO short report next: Oct 31The week ahead

CLPR

Clipper Realty Inc.
NYSE · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS
3.17
+0.06 +1.93%
USD · close Oct 21

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How CLPR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
40%
of sentences unchanged
Added
322
new sentences
Dropped
239
sentences removed
Length
+5,748
words, now 33,062

New in FY2025

  • Risk Factors.” Throughout 2025 and 2024, we continued to benefit from relatively low interest rates on our debt.
  • Our weighted average interest rate as of December 31, 2025, was approximately 3.9% per annum.
  • Factors that May Influence Future Results of Operations During the year ended December 31, 2025, we derived approximately 78% of our revenues from rents received from residents in our apartment rental properties and the remainder from commercial and retail rental customers.
  • Our ability to seek increased rents at our Flatbush Gardens property, and our Aspen property is limited, however, as a result of the rent stabilization laws and regulations of New York City, including the Housing Stability and Tenant Protection Act of 2019 (“HSTP”), which was signed into law in New York in June 2019.
  • These regulations generally limit rental increases that we can charge at our Flatbush Gardens property, our Aspen property and a portion of our Tribeca House property upon lease renewal; effective October 1, 2025, such increases are 3.00% for a one-year lease and 4.50% for a two-year lease.
  • The regulations also limit the maximum rent we can charge at our Flatbush Gardens property and our Aspen property on new leases.
  • The Section 610 rental assistance is paid by the City of New York as incremental rent above and beyond the base rent paid by the tenant.
  • There are no rent stabilization restrictions at our Tribeca House properties, our 250 Livingston Street property, our Clover House property.
  • Additionally, our newest assets, our 1010 Pacific property and our Dean Street property are beneficiaries of a 421(a) Tax Incentive in which the properties received a 35-year tax abatement, partial in the final 10-year phase out period, in exchange for setting aside 30% of the units for affordable housing.
  • Significant Accounting Policies Segments On December 31, 2025, the Company had two reportable operating segments, Residential Rental Properties and Commercial Rental Properties.
  • To the extent impairment has occurred, a write-down is recorded and measured by the amount of difference between the carrying value of the asset and the fair value of the asset.
  • Management of the Company does not believe that any of its properties within the portfolio are impaired, other than the impairment of 10 West 65 th Street described in note 10, as of December 31, 2025.
  • On May 30, 2025, the Company completed the sale of 10 West 65th Street in Manhattan, a 6 -story residential building with approximately 76,000 square feet of residential rental GLA for gross proceeds of $ 45,500 .
  • The Company recorded a loss on impairment of long-lived assets of $33,780 in the year ended December 31, 2025 on 10 West 65 th Street.
  • For the year ended December 31, 2025 and 2024, the Company charged revenue in the amount of $ 3,822 and $ 4,219 , respectively, for residential receivables not deemed probable of collection and recognized revenue of $ 145 and $ 299 , respectively, for a reassessment of collectability of residential receivables previously not deemed probable of collection.
  • As of December 31, 2025, and December 31, 2024, there were 6,156,860 and 5,615,299 long-term incentive plan (“LTIP”) units outstanding, respectively, with a weighted average grant date fair value of $ 6.84 and $ 7.06 per unit, respectively.
  • As of December 31, 2025, and December 31, 2024, there were $15,678 and $19,945, respectively, of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under share incentive plans.
  • As of December 31, 2025, the weighted-average period over which the unrecognized compensation expense will be recorded is approximately three and a half years.
  • In March 2025, the Company granted employees and non-employee directors 345,561 and 196,000 LTIP units, respectively, with a weighted-average grant date value of $ 4.54 per unit.
  • The grants vesting period ranges from up to one year for those granted to the non-employee directors and from one to 2.5 years to those granted to employees as 2024 bonus and long-term incentive compensation.
  • The grants vest ratably over the a 10-year period and were a special reward related to the completion of certain elements of the Article 11 transaction at the Company’s Flatbush Gardens property.
  • At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on June 18, 2025, the stockholders of the Company approved the 2025 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and the 2025 Non-Employee Director Plan (the “Non-Employee Director Plan”).
  • The Omnibus Plan replaced the 2015 Omnibus Incentive Plan, and the Company ceased granting any new awards under the 2015 Omnibus Incentive Plan.
  • A total of 7,800,000 shares of common stock are reserved for issuance under the Omnibus Plan.
  • The Non-Employee Director Plan replaced the 2015 Non-Employee Director Plan, and the Company ceased granting any new awards under the 2015 Non-Employee Director Plan.
  • A total of 3,000,000 shares of common stock are reserved for issuance under the Non-Employee Director Plan.
  • As of December 31, 2025 and 2024, the Company has no derivatives for which it applies hedge accounting.
  • As of December 31, 2025 and 2024, the Company had unvested LTIP units which provide for non-forfeitable rights to dividend-equivalent payments.
  • The Company did not have dilutive securities as of December 31, 2025, or 2024.
  • Results of Operations Our focus throughout the years ended December 31, 2025 and 2024, has been to manage our properties to optimize revenues and control costs, while continuing to renovate and reposition certain properties.
  • Income Statement for the Years Ended December 31, 2025 and 2024 (in thousands) 2025 10 West: 65 th Street & Dean Street 2025: Excluding 10 West 65 th Street & Dean Street 2024 10 West: 65 th Street & Dean Street 2024: Excluding 10 West 65 th Street & Dean Street Increase (decrease) Excluding 10 West 65 th Street & Dean Street % Revenues Residential rental income $ 118,864 $ 3,742 $ 115,122 $ 109,873 $ 4,040 $ 105,833 $ 9,289 8.8 % Commercial rental income 34,338 34,331 38,902 38,888 (4,557 ) (11.7 )% Total revenues 153,202 3,749 149,453 148,775 4,054 144,721 4,732 3.3 % Operating Expenses Property operating expenses 37,986 36,990 34,163 33,435 3,555 10.6 % Real estate taxes and insurance 30,394 29,789 29,770 1,100 28,670 1,119 3.9 % General and administrative 15,523 15,122 14,152 13,762 1,360 9.9 % Transaction pursuit costs (10 ) — (10 ) — — — (10 ) 0.0 % Depreciation and amortization 31,327 1,884 29,443 29,892 1,170 28,722 2.5 % Impairment of Long-Lived Assets 33,780 33,780 — — — — — 0.0 % Total operating expenses 149,000 37,666 111,334 107,977 3,388 104,589 6,745 6.4 % Litigation settlement and other (26 ) — (26 ) (269 ) — (269 ) 90.3 % Income from operations 4,176 (33,917 ) 38,093 40,529 39,863 (1,770 ) 4.4 % Loss on disposal of long lived assets (857 ) (857 ) Interest expense, net (53,027 ) (5,737 ) (47,290 ) (47,111 ) (2,542 ) (44,569 ) (2,721 ) (6.1 )% Loss on modification/extinguishment of debt (2,627 ) — (2,627 ) — — — (2,627 ) (100.0 )% Net loss $ (52,335 ) $ (40,511 ) $ (11,824 ) $ (6,582 ) $ (1,876 ) $ (4,706 ) $ (7,118 ) (151.3 )% The dollar amounts in the narrative disclosure below are in thousands, other than the base rent per square foot figures.
  • The discussion below compares amounts in 2025 to 2024 amounts, excluding Dean Street and 10 West 65 th Street properties.
  • Residential rental income increased to $115,122 for the year ended December 31, 2025, from $105,833 for the year ended December 31, 2024, primarily, due to increases in rental rates.
  • For example, base rent per square foot increased at the Tribeca House property to $88.74 at December 31, 2025, from $82.52 at December 31, 2024, base rent per square foot increased at the Clover House property to $89.74 at December 31, 2025, from $85.91 at December 31, 2024, and base rent per square foot increased at the Flatbush Gardens to $32.20 at December 31, 2025, from $30.04 at December 31, 2024.
  • Commercial rental income decreased to $34,331 for the year ended December 31, 2025, from $38,888 for the year ended December 31, 2024, primarily due to decreased billings at 250 Livingston Street property as a result of the termination of the City of New York lease in August 2025.
  • Property operating expenses increased to $36,990 for the year ended December 31, 2025, from $33,435 for the year ended December 31, 2024, primarily due to increased payroll for maintenance activities, legal costs for collection activities and utilities costs.
  • Real estate taxes and insurance expenses increased to $29,789 for the year ended December 31, 2025, from $28,670 for the year ended December 31, 2024, due to higher real estate taxes at our Aspen and at both our Livingston Street office properties and overall higher insurance premiums for the rest of the portfolio .
  • General and administrative expenses increased to $15,122 for the year ended December 31, 2025, from $13,762 for the year ended December 31, 2024, primarily due to higher LTIP amortization, partially offset by lower professional fees.
  • Depreciation and amortization expense increased to $29,443 for the year ended December 31, 2025, from $28,722 for the year ended December 31, 2024, due to additions to real estate across the portfolio, primarily at Flatbush Gardens.
  • Interest expense, net, increased to $47,290 for the year ended December 31, 2025 from $44,569 for the year ended December 31, 2024, primarily due to the accrual of default interest on the 250 Livingston loan that is in default.

and 282 more.

Gone since FY2024

  • Risk Factors.” Throughout 2024 and 2023, we continued to benefit from relatively low interest rates on our debt.
  • Our weighted average interest rate as of December 31, 2024, was approximately 4.0% per annum.
  • Factors that May Influence Future Results of Operations We derive approximately 74% of our revenues from rents received from residents in our apartment rental properties and the remainder from commercial and retail rental customers.
  • Our ability to seek increased rents at our Flatbush Gardens property, our Aspen property and a portion of our 10 West 65th Street property is limited, however, as a result of the rent stabilization laws and regulations of New York City, including the Housing Stability and Tenant Protection Act of 2019 (“HSTP”), which was signed into law in New York in June 2019.
  • These regulations generally limit rental increases that we can charge at our Flatbush Gardens property, our Aspen property and a portion of our Tribeca House and 10 West 65th Street property upon lease renewal; effective October 1, 2024, such increases are 2.75% for a one-year lease and 5.25% for a two-year lease.
  • The regulations also limit the maximum rent we can charge at our Flatbush Gardens property, our Aspen property and a portion of our 10 West 65th Street property on new leases.
  • The Section 610 rental assistance is paid by the government the City of New York as incremental rent above and beyond the base rent paid by the tenant.
  • There are no rent stabilization restrictions at our Tribeca House properties, our 250 Livingston Street property, our Clover House property and a portion of our 10 West 65th Street property.
  • Significant Accounting Policies Segments On December 31, 2024, the Company had two reportable operating segments, Residential Rental Properties and Commercial Rental Properties.
  • 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.
  • Management of the Company does not believe that any of its properties within the portfolio are impaired as of December 31, 2024.
  • As described more fully under Revenue Recognition below, in the first quarter of 2022 the Company adopted Accounting Standards Codification (“ASC”) 842 “Leases” which replaced guidance under ASC 840 and provided for transition from balances at December 31, 2021.
  • In accordance with ASC 842, the Company performs a detailed review of amounts due from tenants to determine if accounts receivable balances and future lease payments were probable of collection, writes off receivables not probable of collection and records a general reserve against revenues for receivables probable of collection for which a loss can be reasonably estimated.
  • For the year ended December 31, 2024 and 2023, the Company charged revenue in the amount of $ 4,219 and $ 4,526 , respectively, for residential receivables not deemed probable of collection and recognized revenue of $ 299 and $ 1,447 , respectively, for a reassessment of collectability of residential receivables previously not deemed probable of collection.
  • As of December 31, 2024 and 2023, the Company has no derivatives for which it applies hedge accounting.
  • As of December 31, 2024 and 2023, the Company had unvested LTIP units which provide for non-forfeitable rights to dividend-equivalent payments.
  • The Company did not have dilutive securities as of December 31, 2024, or 2023.
  • Results of Operations Our focus throughout the years ended December 31, 2024 and 2023, has been to manage our properties to optimize revenues and control costs, while continuing to renovate and reposition certain properties.
  • Income Statement for the Years Ended December 31, 2024 and 2023 (in thousands) 2024 Less: 1010 Pacific 2024: Excluding 1010 Pacific 2023 Less: 1010 Pacific 2023: Excluding 1010 Pacific Increase (decrease) Excluding 1010 Pacific % Revenues Residential rental income $ 109,873 $ 6,451 $ 103,422 $ 99,716 $ 3,114 $ 96,602 $ 6,820 7.1 % Commercial rental income 38,902 38,836 38,489 38,465 1.0 % Total revenues 148,775 6,517 142,258 138,205 3,138 135,067 7,191 5.3 % Operating Expenses Property operating expenses 34,163 33,257 30,619 29,917 3,340 11.2 % Real estate taxes and insurance 29,770 (20 ) 29,790 31,951 31,591 (1,801 ) (5.7 )% General and administrative 14,152 13,731 13,169 12,929 6.2 % Transaction pursuit costs — — — — (357 ) (100.0 )% Depreciation and amortization 29,892 1,417 28,475 28,939 1,305 27,634 3.0 % Total operating expenses 107,977 2,724 105,253 105,035 2,607 102,428 2,825 2.8 % Litigation settlement and other (269 ) — (269 ) — — — (269 ) — Income from operations 40,529 3,793 36,736 33,170 32,639 4,097 12.6 % Interest expense, net (47,111 ) (5,168 ) (41,943 ) (44,867 ) (3,013 ) (41,854 ) (89 ) (0.2 )% Loss on modification/extinguishment of debt — — — (3,868 ) — (3,868 ) 3,868 100.0 % Net loss $ (6,582 ) $ (1,375 ) $ (5,207 ) $ (15,565 ) $ (2,482 ) $ (13,083 ) $ 7,876 60.2 % The dollar amounts in the narrative disclosure below are in thousands, other than the base rent per square foot figures.
  • The discussion below compares amounts in 2024, excluding 1010 Pacific, to 2023 amounts.
  • Residential rental income increased to $103,422 for the year ended December 31, 2024, from $96,602 for the year ended December 31, 2023, primarily, due to increases in rental rates.
  • For example, base rent per square foot increased at the Tribeca House property to $82.52 at December 31, 2024, from $77.70 at December 31, 2023 and base rent per square foot increased at the Clover House property to $85.91 at December 31, 2024, from $80.93 at December 31, 2023.
  • Commercial rental income increased to $38,836 for the year ended December 31, 2024, from $38,465 for the year ended December 31, 2023, primarily due to increased escalation billings at the 250 Livingston Street property.
  • Property operating expenses increased to $33,257 for the year ended December 31, 2024, from $29,917 for the year ended December 31, 2023, primarily due to increased payroll for maintenance activities, legal costs for collection activities and utilities costs.
  • Real estate taxes and insurance expenses decreased to $29,790 for the year ended December 31, 2024, from $31,591 for the year ended December 31, 2023, due to the real estate tax exemption at Flatbush Gardens that began July 1, 2023, partially offset by increased property taxes and insurance across the portfolio .
  • General and administrative expenses increased to $13,731 for the year ended December 31, 2024, from $12,929 for the year ended December 31, 2023, primarily due to higher payroll costs partially offset by lower accounting fees in relation to the separation from our prior auditor in 2023.
  • Transaction pursuit costs of $357 in 2023 primarily reflect costs related to the Article 11 Agreement and an abandoned acquisition.
  • Depreciation and amortization expense increased to $28,475 for the year ended December 31, 2024, from $27,634 for the year ended December 31, 2023, due to additions to real estate across the portfolio, primarily at Flatbush Gardens.
  • Litigation settlement costs of $269 related to additional costs of litigation at the Tribeca House property primarily settled in 2022.
  • Interest expense, net, increased to $41,943 for the year ended December 31, 2024 from $41,854 for the year ended December 31, 2023, primarily due to lower capitalized interest as a result of completion of development of the 1010 Pacific property in the second quarter of 2023.
  • Loss on the extinguishment of debt in 2023 consists of costs related to the early termination of our construction loan at 1010 Pacific including the acceleration of the remaining unamortized loan costs from the prior loan.
  • As a result of the foregoing, net loss decreased to $5,205 for the year ended December 31, 2024, from $13,083 for the year ended December 31, 2023.
  • For comparison of the year ended December 31, 2023 to the year ended December 31, 2022, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
  • Liquidity and Capital Resources As of December 31, 2024, we had $1,275.4 million of indebtedness (net of unamortized issuance costs) secured by our properties, $19.9 million of cash and cash equivalents, and $18.2 million of restricted cash.
  • We generally expect to meet our short-term liquidity requirements through net cash provided by operations and cash on hand, and we believe we will have sufficient resources to meet our short-term liquidity requirements.
  • Our principal long-term liquidity needs will primarily be to fund additional property acquisitions, major renovation and upgrading projects, and debt payments and retirements at maturity.
  • Property-Level Debt The mortgages, loans and mezzanine notes payable collateralized by the properties, or the Company’s interest in the entities that own the properties and assignment of leases, are as follows (in thousands): Property Maturity Interest Rate December 31, 2024 Flatbush Gardens, Brooklyn, NY 6/1/2032 3.125 % $ 329,000 250 Livingston Street, Brooklyn, NY 6/6/2029 3.63 % 125,000 141 Livingston Street, Brooklyn, NY 3/6/2031 3.21 % 100,000 Tribeca House, Manhattan, NY 3/6/2028 4.506 % 360,000 Aspen, Manhattan, NY 7/1/2028 3.68 % 59,403 Clover House, Brooklyn, NY 12/1/2029 3.53 % 82,000 10 West 65th Street, Manhattan, NY 11/1/2027 SOFR + 2.50 % 31,437 1010 Pacific Street, Brooklyn, NY 9/15/2025 5.55 % 60,000 1010 Pacific Street, Brooklyn, NY 9/15/2025 6.37 % 20,000 953 Dean Street, Brooklyn, NY 8/10/2026 SOFR + 4 % 98,849 953 Dean Street, Brooklyn, NY 8/10/2026 SOFR + 10 % 9,670 $ 1,275,359 Flatbush Gardens There is $329,000 of mortgage debt secured by Flatbush Gardens, as of December 31, 2024, in the form of a mortgage note to New York Community Bank.
  • We have the option to prepay all (but not less than all) of the unpaid balance of the note prior to the maturity date, subject to certain prepayment premiums, as defined. 250 Livingston Street There is $125.0 million in mortgage debt secured by 250 Livingston Street, as of December 31, 2024, in the form of a mortgage note to Citi Real Estate Funding Inc.
  • As of February 23, 2024, The City of New York, a municipal corporation acting through the Department of Citywide Administrative Services ("NYC”), notified us of its intention to terminate its lease at 250 Livingston Street effective August 23, 2025.
  • The lease generally provides for rent payments in the amount of $15,400 per annum.

and 199 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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