Form 8-K - Current report

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

August 1, 2024

 

 

CLIPPER REALTY INC.

(Exact Name of Registrant as Specified in Charter)

 

Maryland		001-38010		47-4579660
(State or Other		(Commission		(IRS Employer
Jurisdiction of		File Number)		Identification No.)
Incorporation)

 

4611 12th Avenue, Suite 1L Brooklyn, New York		11219
(Address of Principal Executive offices)		(Zip Code)

 

 

Registrant’s telephone number, including area code: [phone]

 

Former name or former address, if changed since last report: N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company          ☐         

 

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

 

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

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CLPR	New York Stock Exchange

 

 

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Item 2.02. Results of Operations and Financial Condition

 

On August 1, 2024, Clipper Realty Inc. issued a press release announcing its financial results for the quarterly period ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Form 8-K under Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit Number		Exhibit Description
99.1		Press Release dated August 1, 2024, announcing financial results for the quarterly period ended June 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	Clipper Realty Inc.
	(Registrant)
	By:	/s/ David Bistricer
	Name:	David Bistricer
	Title:	Co-Chairman and Chief Executive Officer

 

 

Date: August 1, 2024

 

 

Exhibit 99.1

 

 

 

Clipper Realty Inc. Announces Second Quarter 2024 Results

 

NEW YORK, August 1, 2024 /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 June 30, 2024.

 

Highlights for the Three Months Ended June 30, 2024

 

	●	Record quarterly revenues of $37.3 million for the second quarter of 2024
	●	Quarterly income from operations of $10.0 million for the second quarter of 2024
	●	Record net operating income (“NOI”)1 of $21.1 million for the second quarter of 2024
	●	Quarterly net loss of $1.7 million for the second quarter of 2024
	●	Record adjusted funds from operations (“AFFO”)1 of $7.1 million for the second quarter of 2024
	●	Declared a dividend of $0.095 per share for the second quarter of 2024

 

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

 

“The Company continued to grow its revenue, NOI and AFFO in the second quarter of 2024, producing record results for all these metrics on the basis of our very strong residential leasing. We continue to have high occupancy and good renter demand in our buildings. For all our properties, new leases exceeded previous rents by nearly 11% and renewals by nearly 7%. At Flatbush Gardens, as a result of the Article 11 agreement with New York City, we are beginning to collect meaningful enhanced rental recoveries under Section 610 as we continue to make the committed capital improvements and other improvements in the property. At our 250 Livingston Street property, where we previously disclosed New York City’s notification of its intention to vacate in late August 2025, we continue to actively seek solutions and pursue opportunities. At our nearby 141 Livingston Street property, we are in active discussions for a lease renewal. Our Dean Street new development continues to progress ahead of schedule, and we are confident of an on-time completion next year to capture the 2025 leasing season. Lastly, we have begun thinking about recycling properties in our portfolio to maximize performance and improve cash flow.  As such, we have begun preliminary marketing activities for some of our properties, including our 10W 65^th Street property, which, while potentially resulting in some loss compared to book value, would allow us to achieve better overall returns going forward.  We will announce any definitive arrangements promptly as they arise.”

 

Financial Results for the Three Months Ended June 30, 2024

 

For the second quarter of 2024, revenues increased by $2.9 million, or 8.3%, to $37.3 million as compared to revenue of $34.5 million during the second quarter of 2023. Residential revenue increased by $2.7 million, or 11.8%, driven by higher rental rates at all our residential properties and higher occupancy. Commercial income increased by $0.1 million, or 0.9%, in the second quarter of 2024 due to higher escalation income at our office properties

 

For the second quarter of 2024, net loss was $1.7 million, or $0.06 per share compared to net loss of $3.3 million, or $0.10 per share, for the second quarter of 2023. The lower net loss as compared to last year was primarily due to increased rental revenue discussed above, the abated real estate taxes at the Flatbush Gardens property under the Article 11 transaction entered at the end of the second quarter of 2023, and the absence of Article 11 related transaction costs last year, partially offset by higher property taxes at the remaining properties and, at the Flatbush Gardens property under the Article 11 transaction, higher repairs and maintenance costs, higher payroll costs from “prevailing wage” requirements, and higher depreciation expense from capital spending.

 

For the second quarter of 2024, AFFO was $7.1 million, or $0.17 per share, compared to $5.5 million, or $0.13 per share, for the second quarter of 2023. As discussed above, the increase was primarily due to increased rental revenue and the abated real estate taxes at the Flatbush Gardens property, partially offset by higher property taxes at the remaining properties, and, at the Flatbush Gardens property, higher repairs and maintenance expense and higher payroll costs.

 

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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.

 

 

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Balance Sheet

 

At June 30, 2024, notes payable (excluding unamortized loan costs) was $1,255.3 million, compared to $1,219.0 million at December 31, 2023. The increase was primarily due to draws made on Dean Street development construction loan.

 

Dividend

 

The Company today declared a second quarter dividend of $0.095 per share, the same amount as last quarter, to shareholders of record on August 15, 2024, payable August 22, 2024.

 

Conference Call and Supplemental Material

 

The Company will host a conference call on August 1, 2024, at 5:00 PM Eastern Time to discuss the second quarter 2024 results and provide a business update. The conference call can be accessed by dialing [phone] or [phone], conference entry code 151415. A replay of the call will be available from August 1, 2024, following the call, through August 15, 2024, by dialing [phone] or [phone], replay conference ID 151415. Supplemental data to this press release can be found under the “Quarterly Earnings” navigation tab on the “Investors” page of our website at www.clipperrealty.com. The Company’s filings with the Securities and Exchange Commission (the “SEC”) are filed at www.sec.gov under Clipper Realty Inc.

 

About Clipper Realty Inc.

 

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

 

Forward-Looking Statements

 

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

 

We disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties), most of which are difficult to predict and many of which are beyond our control and which may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a discussion of these and other important factors that could affect our actual results, please refer to our filings with the SEC, including the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2023, and other reports filed from time to time with the SEC.

 

 

Contact Information:

Lawrence Kreider

Chief Financial Officer

[phone] x2231

[e-mail]

 

 

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Clipper Realty Inc. 

Consolidated Balance Sheets 

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

 

		June 30, 2024				December 31, 2023
		(unaudited)
ASSETS
Investment in real estate
Land and improvements		$	571,988			$	571,988
Building and improvements			732,917				726,273
Tenant improvements			3,366				3,366
Furniture, fixtures and equipment			13,616				13,278
Real estate under development			124,071				87,285
Total investment in real estate			1,445,958				1,402,190
Accumulated depreciation			(228,387	)			(213,606	)
Investment in real estate, net			1,217,571				1,188,584
Cash and cash equivalents			20,254				22,163
Restricted cash			16,490				14,062
Tenant and other receivables, net of allowance for doubtful accounts of $250 and $234, respectively			5,836				5,181
Deferred rent			2,273				2,359
Deferred costs and intangible assets, net			5,903				6,127
Prepaid expenses and other assets			6,275				10,854
TOTAL ASSETS		$	1,274,602			$	1,249,330
LIABILITIES AND EQUITY(DEFICIT)
Liabilities:
Notes payable, net of unamortized loan costs of $11,212 and $13,405, respectively		$	1,244,136			$	1,205,624
Accounts payable and accrued liabilities			19,802				20,994
Security deposits			9,109				8,765
Other liabilities			6,247				6,712
TOTAL LIABILITIES			1,279,294				1,242,095
Equity(Deficit):
Preferred stock, $0.01 par value; 100,000 shares authorized (including 140 shares of 12.5% Series A cumulative non-voting preferred stock), zero shares issued and outstanding			-				-
Common stock, $0.01 par value; 500,000,000 shares authorized, 16,077,290 and 16,063,228 shares issued and outstanding, at June 30, 2024 and December 31, 2023, respectively			160				160
Additional paid-in-capital			89,685				89,483
Accumulated deficit			(91,623	)			(86,899	)
Total stockholders' equity			(1,778	)			2,744
Non-controlling interests			(2,914	)			4,491
TOTAL EQUITY(DEFICIT)			(4,692	)			7,235
TOTAL LIABILITIES AND EQUITY(DEFICIT)		$	1,274,602			$	1,249,330

 

 

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Clipper Realty Inc. 

Consolidated Statements of Operations 

(In thousands, except per share data) 

(Unaudited) 

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
REVENUES
Residential rental income		$	27,748			$	25,040			$	53,854			$	48,980
Commercial rental income			9,598				9,503				19,252				19,230
TOTAL REVENUES			37,346				34,543				73,106				68,210
OPERATING EXPENSES
Property operating expenses			8,996				6,782				17,618				14,881
Real estate taxes and insurance			7,438				8,700				14,574				17,236
General and administrative			3,459				3,396				7,010				6,689
Transaction pursuit costs			-				357				-				357
Depreciation and amortization			7,455				7,269				14,834				14,094
TOTAL OPERATING EXPENSES			27,348				26,504				54,036				53,257
INCOME FROM OPERATIONS			9,998				8,039				19,070				14,953
Interest expense, net			(11,741	)			(11,334	)			(23,480	)			(21,469	)
Loss on extinguishment of debt			-				-				-				(3,868	)
Net loss			(1,743	)			(3,295	)			(4,410	)			(10,384	)
Net loss attributable to non-controlling interests			1,083				2,046				2,737				6,448
Net loss attributable to common stockholders		$	(660	)		$	(1,249	)		$	(1,673	)		$	(3,936	)
Basic and diluted net loss per share		$	(0.06	)		$	(0.10	)		$	(0.15	)		$	(0.29	)
Weighted average common shares / OP units
Common shares outstanding			16,077				16,063				16,077				16,063
OP units outstanding			26,317				26,317				26,317				26,317
Diluted shares outstanding			42,394				42,380				42,394				42,380

 

 

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Clipper Realty Inc. 

Consolidated Statements of Cash Flows 

(In thousands) 

(Unaudited) 

 

			Six Months Ended June 30,
	.		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$	(4,410	)		$	(10,384	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation				14,781				14,044
Amortization of deferred financing costs				1,061				675
Amortization of deferred costs and intangible assets				294				292
Amortization of above- and below-market leases				-				(17	)
Loss on extinguishment of debt				-				3,868
Deferred rent				87				27
Stock-based compensation				1,274				1,431
Bad debt expense				16				(142	)
Changes in operating assets and liabilities:
Tenant and other receivables				(671	)			(18	)
Prepaid expenses, other assets and deferred costs				4,511				7,608
Accounts payable and accrued liabilities				(1,777	)			(424	)
Security deposits				345				720
Other liabilities				(467	)			(459	)
Net cash provided by operating activities				15,044				17,221
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and improvements				(42,051	)			(18,915	)
Net cash used in investing activities				(42,051	)			(18,915	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of mortgage notes				(985	)			(46,810	)
Proceeds from mortgage notes				37,303				62,330
Dividends and distributions				(8,792	)			(8,696	)
Loan issuance and extinguishment costs				-				(4,723	)
Net cash provided by financing activities				27,526				2,101
Net increase in cash and cash equivalents and restricted cash				519				407
Cash and cash equivalents and restricted cash - beginning of period				36,225				30,666
Cash and cash equivalents and restricted cash - end of period			$	36,744			$	31,073
Cash and cash equivalents and restricted cash - beginning of period:
Cash and cash equivalents			$	22,163			$	18,152
Restricted cash				14,062				12,514
Total cash and cash equivalents and restricted cash - beginning of period			$	36,225			$	30,666
Cash and cash equivalents and restricted cash - end of period:
Cash and cash equivalents			$	20,254			$	16,342
Restricted cash				16,490				14,731
Total cash and cash equivalents and restricted cash - end of period			$	36,744			$	31,073
Supplemental cash flow information:
Cash paid for interest, net of capitalized interest of $2,097 and $2,382 in 2024 and 2023, respectively			$	21,232			$	21,099
Non-cash interest capitalized to real estate under development				1,132				27
Additions to investment in real estate included in accounts payable and accrued liabilities				10,070				3,527

 

 

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Clipper Realty Inc. 

Reconciliation of Non-GAAP Measures  

(In thousands, except per share data) 

(Unaudited)

 

Non-GAAP Financial Measures

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

 

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

 

Funds From Operations and Adjusted Funds From Operations

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

 

AFFO is defined by us as FFO excluding amortization of identifiable intangibles incurred in property acquisitions, straight-line rent adjustments to revenue from long-term leases, amortization costs incurred in originating debt, interest rate cap mark-to-market adjustments, amortization of non-cash equity compensation, acquisition and other costs, transaction pursuit costs, loss on modification/extinguishment of debt, gain on involuntary conversion, gain on termination of lease and non-recurring litigation-related expenses, less recurring capital spending.

 

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

 

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

 

The following table sets forth a reconciliation of FFO and AFFO for the periods presented to net loss, computed in accordance with GAAP (amounts in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
FFO
Net loss		$	(1,743	)		$	(3,295	)		$	(4,410	)		$	(10,384	)
Real estate depreciation and amortization			7,455				7,269				14,834				14,094
FFO		$	5,712			$	3,974			$	10,424			$	3,710
AFFO
FFO		$	5,712			$	3,974			$	10,424			$	3,710
Amortization of real estate tax intangible			120				121				241				241
Amortization of above- and below-market leases			-				(8	)			-				(17	)
Straight-line rent adjustments			38				32				87				27
Amortization of debt origination costs			530				362				1,061				675
Amortization of LTIP awards			713				783				1,274				1,431
Transaction pursuit costs			-				357				-				357
Loss on extinguishment of debt			-				-				-				3,868
Recurring capital spending			(61	)			(129	)			(134	)			(324	)
AFFO		$	7,052			$	5,492			$	12,953			$	9,968
AFFO Per Share/Unit		$	0.17			$	0.13			$	0.31			$	0.24

 

 

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Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization

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

 

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

 

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

 

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

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Adjusted EBITDA
Net loss		$	(1,743	)		$	(3,295	)		$	(4,410	)		$	(10,384	)
Real estate depreciation and amortization			7,455				7,269				14,834				14,094
Amortization of real estate tax intangible			120				121				241				241
Amortization of above- and below-market leases			-				(8	)			-				(17	)
Straight-line rent adjustments			38				32				87				27
Amortization of LTIP awards			713				783				1,274				1,431
Interest expense, net			11,741				11,334				23,480				21,469
Transaction pursuit costs			-				357				-				357
Loss on extinguishment of debt			-				-				-				3,868
Adjusted EBITDA		$	18,324			$	16,592			$	35,506			$	31,085

 

Net Operating Income

We believe that NOI is a useful measure of our operating performance. We define NOI as income from operations plus real estate depreciation and amortization, general and administrative expenses, acquisition and other costs, transaction pursuit costs, amortization of identifiable intangibles and straight-line rent adjustments to revenue from long-term leases, less gain on termination of lease. We believe that this measure is widely recognized and provides an operating perspective not immediately apparent from GAAP income from operations or net income (loss). We use NOI to evaluate our performance because NOI allows us to evaluate the operating performance of our company by measuring the core operations of property performance and capturing trends in rental housing and property operating expenses. NOI is also a widely used metric in valuation of properties.

 

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

 

The following table sets forth a reconciliation of NOI for the periods presented to income from operations, computed in accordance with GAAP (amounts in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
NOI
Income from operations		$	9,998			$	8,039			$	19,070			$	14,953
Real estate depreciation and amortization			7,455				7,269				14,834				14,094
General and administrative expenses			3,459				3,396				7,010				6,689
Transaction pursuit costs			-				357				-				357
Amortization of real estate tax intangible			121				121				241				241
Amortization of above- and below-market leases			-				(8	)			-				(17	)
Straight-line rent adjustments			38				33				87				27
NOI		$	21,071			$	19,206			$	41,242			$	36,344

 

 

Document And Entity Information	Aug. 01, 2024
Document Information [Line Items]
Entity, Registrant Name	CLIPPER REALTY INC.
Document, Type	8-K
Document, Period End Date	Aug. 01, 2024
Entity, Incorporation, State or Country Code	MD
Entity, File Number	001-38010
Entity, Tax Identification Number	47-4579660
Entity, Address, Address Line One	4611 12th Avenue
Entity, Address, Address Line Two	Suite 1L
Entity, Address, City or Town	Brooklyn
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	11219
City Area Code	718
Local Phone Number	438-2804
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	CLPR
Security Exchange Name	NYSE
Amendment Flag	false
Entity, Central Index Key	0001649096

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