Clipper Realty(CLPR) - 2022 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS This section identifies forward-looking statements and outlines key risks and uncertainties that could materially impact actual results - Forward-looking statements are identified by specific words like "may," "will," "expect," and "anticipate"[6] - Key risks include the COVID-19 pandemic's impact on tenant payments and housing demand, market conditions, regulatory changes, and the financial stability of a single government tenant[6] - Additional risks encompass rent stabilization, operating cost control, property damage, financing, competition, unknown liabilities, key personnel departure, conflicts of interest, transfer taxes, and internal control weaknesses[6][7] ITEM 1. CONDENSED FINANCIAL STATEMENTS This section presents unaudited condensed consolidated financial statements, including balance sheets, operations, equity, and cash flows Consolidated Balance Sheets This section presents the unaudited consolidated balance sheets, detailing assets, liabilities, and equity for the specified periods Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 | | :-------------------------- | :------------------------- | :------------------ | | Total Assets | $1,226,779 | $1,233,657 | | Total Liabilities | $1,170,045 | $1,163,708 | | Total Equity | $56,734 | $69,949 | | Investment in Real Estate, net | $1,155,538 | $1,145,750 | | Cash and Cash Equivalents | $25,342 | $34,524 | | Notes Payable, net | $1,139,038 | $1,131,154 | - Total assets decreased by $6,878 thousand from December 31, 2021, to March 31, 2022[10] - Total equity decreased by $13,215 thousand, primarily due to a decrease in non-controlling interests and accumulated deficit[10] Consolidated Statements of Operations This section presents unaudited consolidated statements of operations, detailing revenues, expenses, and net loss for the specified periods Consolidated Statements of Operations Highlights (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------- | :-------------------------------- | :-------------------------------- | | Total Revenues | $32,050 | $30,651 | | Total Operating Expenses | $25,541 | $24,534 | | Income From Operations | $6,509 | $6,117 | | Interest Expense, net | $(9,985) | $(10,217) | | Net Loss | $(3,476) | $(7,134) | | Net Loss Attributable to Common Stockholders | $(1,318) | $(2,704) | | Basic and Diluted Net Loss Per Share | $(0.09) | $(0.18) | - Total revenues increased by $1,399 thousand (4.6%) year-over-year[12] - Net loss decreased by $3,658 thousand (51.3%) year-over-year, primarily due to the absence of a loss on extinguishment of debt in 2022 and lower interest expense[12] Consolidated Statements of Changes in Equity This section presents unaudited consolidated statements of changes in equity, detailing shifts in stockholders' equity and non-controlling interests Consolidated Statements of Changes in Equity Highlights (in thousands) | Metric | March 31, 2022 | December 31, 2021 | | :----------------------------------- | :------------- | :---------------- | | Total Stockholders' Equity | $21,504 | $26,513 | | Non-controlling Interests | $35,230 | $43,436 | | Total Equity | $56,734 | $69,949 | | Accumulated Deficit (March 31, 2022) | $(66,871) | $(61,736) | | Net Loss (March 31, 2022) | $(1,318) | $(2,704) | - Total equity decreased from $69,949 thousand at December 31, 2021, to $56,734 thousand at March 31, 2022, primarily due to cumulative-effect adjustment, dividends, and net loss[15] - A cumulative-effect adjustment of $(2,291) thousand was recorded for stockholders' equity and $(3,755) thousand for non-controlling interests as of January 1, 2022[15] Consolidated Statements of Cash Flows This section presents unaudited consolidated statements of cash flows, detailing cash flows from operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------- | :-------------------------------- | :-------------------------------- | | Net Cash Provided by Operating Activities | $6,587 | $7,437 | | Net Cash Used in Investing Activities | $(17,851) | $(7,745) | | Net Cash Provided by Financing Activities | $2,875 | $17,472 | | Net Increase (Decrease) in Cash and Restricted Cash | $(8,389) | $17,164 | | Cash and Restricted Cash - End of Period | $43,835 | $106,196 | - Net cash provided by operating activities decreased by $850 thousand year-over-year[19] - Net cash used in investing activities significantly increased by $10,106 thousand, primarily due to additions to land, buildings, and improvements, and cash paid for real estate acquisition[19] Notes to Condensed Consolidated Financial Statements This section provides detailed notes explaining the company's organization, significant accounting policies, and specific financial line items Introduction to the Condensed Consolidated Financial Statements This section introduces the unaudited condensed consolidated financial statements, prepared under SEC rules and GAAP - The unaudited condensed consolidated financial statements are prepared in accordance with SEC rules and GAAP, with certain information condensed or omitted[21] - The financial information includes normal recurring adjustments and is not necessarily indicative of full year results[22] 1. Organization This section details the Company's organizational structure, property portfolio, and REIT tax election - As of March 31, 2022, the Company owns several properties in Manhattan and Brooklyn, including Tribeca House, Flatbush Gardens, and properties under redevelopment[23] - The Company has elected to be taxed as a Real Estate Investment Trust (REIT) and is the sole general partner of the Operating Partnership[26] - The Company's interest, through the Operating Partnership, in the LLCs that own the properties generally entitles it to 37.9% of aggregate cash distributions, profits, and losses[27] 2. Significant Accounting Policies This section outlines the Company's significant accounting policies, including segment reporting, lease accounting, and REIT taxation - The Company has two reportable operating segments: Residential Rental Properties and Commercial Rental Properties[28] - Effective Q1 2022, the Company adopted ASC 842 "Leases," resulting in a cumulative-effect adjustment of $6.0 million in retained earnings as of January 1, 2022[49] - Stock-based compensation for LTIP units is recognized as an expense over the vesting period, with $2.4 million of unrecognized cost as of March 31, 2022[53] - The Company operates as a REIT, generally not subject to U.S. federal corporate-level income tax on distributed earnings, provided it meets specific requirements[56] Basic and Diluted Net Loss Per Share (in thousands, except per share amounts) | Metric | 2022 | 2021 | | :------------------------------------------- | :------ | :------ | | Net loss attributable to common stockholders | $(1,318) | $(2,704) | | Less: income attributable to participating securities | $(162) | $(165) | | Subtotal | $(1,480) | $(2,869) | | Weighted-average common shares outstanding | 16,063 | 16,063 | | Basic and diluted net loss per share | $(0.09) | $(0.18) | 3. Deferred Costs and Intangible Assets This section details the Company's deferred costs and intangible assets, net, including amortization expenses for the reported periods Deferred Costs and Intangible Assets, Net (in thousands) | Category | March 31, 2022 (Unaudited) | December 31, 2021 | | :-------------------------------------- | :------------------------- | :------------------ | | Total deferred costs and intangible assets | $11,128 | $11,109 | | Less accumulated amortization | $(4,162) | $(3,983) | | Total deferred costs and intangible assets, net | $6,966 | $7,126 | - Amortization of deferred costs, lease origination costs, and in-place lease intangible assets was $59 thousand for Q1 2022, compared to $56 thousand for Q1 2021[69] - Amortization of real estate tax abatements was $120 thousand for both Q1 2022 and Q1 2021[69] 4. Below-Market Leases, Net This section details the Company's below-market leases, net, including accumulated amortization and future amortization schedules Below-Market Leases, Net (in thousands) | Category | March 31, 2022 (Unaudited) | December 31, 2021 | | :---------------------------- | :------------------------- | :------------------ | | Below-market leases | $297 | $297 | | Less accumulated amortization | $(253) | $(244) | | Below-market leases, net | $44 | $53 | - Rental income included amortization of below-market leases of $9 thousand for Q1 2022, a decrease from $31 thousand for Q1 2021[71] Below-Market Leases Amortization Schedule (in thousands) | Year | Amount | | :--------------- | :----- | | 2022 (Remainder) | $26 | | 2023 | $18 | | Total | $44 | 5. Notes Payable This section details the Company's notes payable by property, including maturity dates, interest rates, and principal payment requirements Notes Payable by Property (in thousands) | Property | Maturity | Interest Rate | March 31, 2022 | December 31, 2021 | | :----------------------- | :--------- | :---------------- | :------------- | :---------------- | | Flatbush Gardens | 6/1/2032 | 3.125% | $329,000 | $329,000 | | 250 Livingston Street | 6/6/2029 | 3.63% | $125,000 | $125,000 | | 141 Livingston Street | 3/6/2031 | 3.21% | $100,000 | $100,000 | | Tribeca House | 3/6/2028 | 4.506% | $360,000 | $360,000 | | Aspen | 7/1/2028 | 3.68% | $63,670 | $64,047 | | Clover House | 12/1/2029 | 3.53% | $82,000 | $82,000 | | 10 West 65th Street | 11/1/2027 | 3.375% | $32,743 | $32,921 | | 1010 Pacific Street | 9/1/2024 | LIBOR + 3.60% | $28,702 | $21,084 | | Dean Street | 12/22/2022 | Prime + 1.60% | $30,000 | $30,000 | | Total Debt | | | $1,151,115 | $1,144,052 | | Unamortized debt issuance costs | | | $(12,077) | $(12,898) | | Total Debt, net | | | $1,139,038 | $1,131,154 | - Total debt, net of unamortized debt issuance costs, increased by $7,884 thousand from December 31, 2021, to March 31, 2022[74] - The Company borrowed an additional $7,617 thousand for 1010 Pacific Street development costs and $6,985 thousand for Dean Street property acquisition in Q1 2022 and April 2022, respectively[83][84] Principal Payment Requirements (in thousands) | Year | Amount | | :--------------- | :----- | | 2022 (Remainder) | $31,661| | 2023 | $2,296 | | 2024 | $31,076| | 2025 | $2,468 | | 2026 | $4,549 | | Thereafter | $1,079,065 | | Total | $1,151,115 | 6. Rental Income under Operating Leases This section details minimum future cash rents receivable under operating leases and the breakdown of commercial vs residential revenue Minimum Future Cash Rents Receivable (in thousands) | Year | Amount | | :--------------- | :----- | | 2022 (Remainder) | $29,066| | 2023 | $28,813| | 2024 | $23,139| | 2025 | $2,820 | | 2026 | $2,149 | | Thereafter | $38,505| | Total | $124,492 | - Commercial leases with the City of New York comprised approximately 24% of total revenues for Q1 2022, down from 25% in Q1 2021[87] 7. Fair Value of Financial Instruments This section discusses fair value measurements of financial instruments, classifying them by input levels and comparing carrying to fair values - Fair value measurements are classified into three levels: Level 1 (quoted prices in active markets), Level 2 (quoted prices for similar instruments or model-derived valuations with observable inputs), and Level 3 (unobservable inputs)[89] - The carrying amount of cash, restricted cash, receivables, prepaid expenses, accounts payable, and security deposits approximates fair value due to their short-term nature[92] Notes Payable Carrying Amount and Estimated Fair Value (in thousands) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 | | :----------------------- | :------------------------- | :------------------ | | Carrying amount | $1,151,115 | $1,144,052 | | Estimated fair value | $1,138,150 | $1,199,409 | 8. Commitments and Contingencies This section details ongoing legal proceedings, the impact of the COVID-19 pandemic, and property concentration risks in New York City - The Company is involved in ongoing legal proceedings (Kuzmich, Crowe, Horn cases) regarding rent overcharges at Tribeca House properties, and recorded a $2.7 million charge for litigation settlement in Q4 2021[94][97] - The COVID-19 pandemic continues to present uncertainty, potentially affecting tenant's ability to pay rent and housing demand, despite a 96.5% rent collection rate in Q1 2022[101][124] - The Company's properties are concentrated in Manhattan and Brooklyn, exposing it to greater economic risks specific to New York City[103] Commercial vs. Residential Revenue Breakdown | Period | Commercial | Residential | | :-------------------------- | :--------- | :---------- | | Three months ended March 31, 2022 | 33% | 67% | | Three months ended March 31, 2021 | 30% | 70% | 9. Related-Party Transactions This section details transactions with related parties, including office and overhead expenses, payroll expense credits, and legal and advisory fees - Office and overhead expenses from a related company were $64 thousand in Q1 2022, slightly down from $66 thousand in Q1 2021[106] - Reimbursable payroll expense credit from a related company decreased significantly to $8 thousand in Q1 2022 from $41 thousand in Q1 2021[106] - Legal and advisory fees paid to firms where directors were principals decreased to $0 in Q1 2022 from $404 thousand in Q1 2021[107] 10. Segment Reporting This section provides detailed segment performance data for commercial and residential properties, including rental income and capital expenditures Segment Performance (in thousands) | Metric / Segment | Commercial (Q1 2022) | Residential (Q1 2022) | Total (Q1 2022) | Commercial (Q1 2021) | Residential (Q1 2021) | Total (Q1 2021) | | :--------------- | :------------------- | :-------------------- | :-------------- | :------------------- | :-------------------- | :-------------- | | Rental Income | $10,588 | $21,462 | $32,050 | $9,047 | $21,604 | $30,651 | | Total Revenues | $10,588 | $21,462 | $32,050 | $9,047 | $21,604 | $30,651 | | Income from Operations | $5,466 | $1,043 | $6,509 | $4,430 | $1,687 | $6,117 | | Total Assets | $310,782 | $915,997 | $1,226,779 | $310,423 | $923,324 | $1,233,657 | | Interest Expense | $2,494 | $7,491 | $9,985 | $2,076 | $8,141 | $10,217 | | Capital Expenditures | $790 | $15,644 | $16,434 | $2,370 | $3,172 | $5,542 | - Commercial rental income increased by $1,541 thousand (17.0%) year-over-year, while residential rental income slightly decreased by $142 thousand (0.7%)[110] - Residential segment capital expenditures significantly increased to $15,644 thousand in Q1 2022 from $3,172 thousand in Q1 2021, reflecting development activities[112] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on financial performance, covering revenues, expenses, liquidity, cash flows, and non-GAAP measures Overview of Our Company This section provides an overview of Clipper Realty Inc. as a REIT, its property portfolio, and ownership structure - Clipper Realty Inc. is a self-administered and self-managed REIT focused on acquiring, owning, managing, operating, and repositioning multifamily residential and commercial properties in the New York metropolitan area[114] - The Company's portfolio includes properties in Manhattan (Tribeca House, Aspen, 10 West 65th Street) and Brooklyn (Flatbush Gardens, 141 Livingston Street, 250 Livingston Street, Clover House, 1010 Pacific Street, Dean Street)[119][120] - The Operating Partnership's interest in LLC subsidiaries generally entitles it to 37.9% of aggregate distributions, with continuing investors holding 62.1% of common stock on a fully diluted basis[121] COVID-19 Pandemic This section discusses the COVID-19 pandemic's impact on tenant payments and housing demand, noting resilient rent collection - The COVID-19 pandemic continues to adversely impact global economic activity, affecting tenant's ability to pay rent and reducing demand for housing in New York[122] - Despite challenges, the Company's business remained durable, with properties open and operational, achieving a 96.5% rent collection rate in Q1 2022 and 96% leased at March 31, 2022[124] - Certain commercial tenants received partial rent deferrals, totaling $0.6 million at March 31, 2022[122] Results of Operations This section analyzes revenues, operating expenses, and net loss for the reported periods, highlighting key changes and drivers Key Financial Performance (in thousands) | Metric | 2022 | 2021 | Change ($) | Change (%) | | :--------------------------- | :------ | :------- | :--------- | :--------- | | Residential rental income | $21,462 | $21,604 | $(142) | (0.7)% | | Commercial rental income | $10,588 | $9,047 | $1,541 | 17.0% | | Total revenues | $32,050 | $30,651 | $1,399 | 4.6% | | Property operating expenses | $7,539 | $8,642 | $(1,103) | (12.8)% | | Real estate taxes and insurance | $7,931 | $7,312 | $619 | 8.5% | | General and administrative | $2,942 | $2,293 | $649 | 28.3% | | Transaction pursuit costs | $424 | $60 | $364 | NM | | Depreciation and amortization | $6,705 | $6,227 | $478 | 7.7% | | Total operating expenses | $25,541 | $24,534 | $1,007 | 4.1% | | Income from operations | $6,509 | $6,117 | $392 | 6.4% | | Interest expense, net | $(9,985)| $(10,217)| $232 | 2.3% | | Loss on extinguishment of debt | — | $(3,034) | $3,034 | NM | | Net loss | $(3,476)| $(7,134) | $3,658 | 51.3% | - Residential rental income decreased due to ASC 842 reserves and write-offs ($700 thousand), partially offset by increased rental rates and leased occupancy at Tribeca House, Clover House, and Aspen[126] - Commercial rental income increased due to revenue restoration from a tenant at Tribeca House ($1,100 thousand) and new lease commencements[127] - Net loss improved significantly by 51.3% primarily due to the absence of a $3,034 thousand loss on extinguishment of debt in 2022 and lower net interest expense[126][133] Liquidity and Capital Resources This section discusses the Company's liquidity position and plans for meeting short-term and long-term capital needs Liquidity Position (in millions) | Metric | March 31, 2022 | | :---------------------- | :------------- | | Indebtedness, net | $1,139 | | Cash and cash equivalents | $25.3 | | Restricted cash | $18.5 | - Short-term liquidity needs are expected to be met by cash from operations and on hand[136] - Long-term liquidity needs are anticipated to be funded by public/private equity offerings and long-term secured/unsecured debt, as operating cash flow alone will not be sufficient[137] Distributions This section outlines the Company's REIT distribution requirements and the total dividends and distributions paid for the reported periods - To qualify as a REIT, the Company must distribute at least 90% of its taxable income to shareholders annually[141] - Dividends and distributions totaled $4.2 million for both Q1 2022 and Q1 2021[141] Cash Flows This section summarizes cash flows from operating, investing, and financing activities, detailing changes and primary drivers Cash Flow Summary (in thousands) | Activity | 2022 | 2021 | | :--------------------- | :-------- | :-------- | | Operating activities | $6,587 | $7,437 | | Investing activities | $(17,851) | $(7,745) | | Financing activities | $2,875 | $17,472 | - Net cash provided by operating activities decreased by $850 thousand, primarily due to a $667 thousand decrease from operating results[142] - Net cash used in investing activities increased by $10,106 thousand, driven by capital spending on developing 1010 Pacific Street and the Dean Street property, including land acquisitions[143] - Net cash provided by financing activities decreased by $14,597 thousand, mainly due to lower proceeds from mortgage notes and the absence of a large refinancing event seen in 2021[144] Income Taxes This section explains the Company's income tax position, noting its REIT election generally exempts it from federal income tax on distributed income - No provision for income taxes has been made as the Company's operations are held in pass-through entities, and it has elected to be treated as a REIT, generally exempting it from federal income tax on distributed income[145][146] Inflation This section assesses the impact of inflation on operations, noting its limited effect and the Company's ability to adjust rental rates - Inflation did not significantly impact operations in the reported periods and is not currently considered a material risk[147] - Short-term residential leases (67% of revenue) allow for quick adjustments to rental rates, and longer-term commercial leases generally permit recovery of increased operating costs[147] Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures like FFO, AFFO, Adjusted EBITDA, and NOI - The report discusses non-GAAP financial measures: 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)[150] - These measures are provided to offer useful information to investors but should not be considered alternatives to GAAP net income (loss) or cash flows[151][154][158][162] FFO and AFFO Reconciliation to Net Loss (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(3,476) | $(7,134) | | Real estate depreciation and amortization | $6,705 | $6,227 | | FFO | $3,229 | $(907) | | Amortization of real estate tax intangible | $120 | $120 | | Amortization of above- and below-market leases | $(9) | $(31) | | Straight-line rent adjustments | $(189) | $(1) | | Amortization of debt origination costs | $313 | $308 | | Amortization of LTIP awards | $495 | $486 | | Transaction pursuit costs | $424 | $60 | | Loss on extinguishment of debt | — | $3,034 | | Certain litigation-related expenses | $86 | $59 | | Recurring capital spending | $(49) | $(50) | | AFFO | $4,420 | $3,078 | Adjusted EBITDA Reconciliation to Net Loss (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(3,476) | $(7,134) | | Real estate depreciation and amortization | $6,705 | $6,227 | | Amortization of real estate tax intangible | $120 | $120 | | Amortization of above- and below-market leases | $(9) | $(31) | | Straight-line rent adjustments | $(189) | $(1) | | Amortization of LTIP awards | $495 | $486 | | Interest expense, net | $9,985 | $10,217 | | Transaction pursuit costs | $424 | $60 | | Loss on extinguishment of debt | — | $3,034 | | Certain litigation-related expenses | $86 | $59 | | Adjusted EBITDA | $14,141 | $13,037 | NOI Reconciliation to Income from Operations (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Income from operations | $6,509 | $6,117 | | Real estate depreciation and amortization | $6,705 | $6,227 | | General and administrative expenses | $2,942 | $2,293 | | Transaction pursuit costs | $424 | $60 | | Amortization of real estate tax intangible | $120 | $120 | | Amortization of above- and below-market leases | $(9) | $(31) | | Straight-line rent adjustments | $(189) | $(1) | | NOI | $16,502 | $14,785 | Critical Accounting Policies This section highlights critical accounting policies, noting reliance on GAAP estimates and the adoption of ASC 842 - Management's discussion relies on consolidated financial statements prepared in accordance with GAAP, requiring estimates and judgments[162] - No material changes to critical accounting policies were identified, except for the adoption of ASC 842 in Q1 2022[162] Recent Accounting Pronouncements This section refers to Note 2, "Significant Accounting Policies," for a discussion of recent accounting pronouncements - Refer to Note 2, "Significant Accounting Policies" for a discussion of recent accounting pronouncements[163] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section discusses the Company's exposure to market risks, primarily interest rate fluctuations and their financial impact - The principal market risk is related to interest rate fluctuations, influenced by governmental monetary policies and economic conditions[164] - A one percent change in interest rates on the $58.7 million of variable rate debt as of March 31, 2022, would impact annual net loss by approximately $0.6 million[165] Fair Value of Notes Payable (in millions) | Metric | March 31, 2022 | December 31, 2021 | | :----------------------- | :------------- | :---------------- | | Fair value of notes payable | $1,138.2 | $1,199.4 | ITEM 4. CONTROLS AND PROCEDURES This section details the evaluation of disclosure controls and internal control over financial reporting, concluding their effectiveness - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2022[167] - No material changes in internal control over financial reporting were identified during the period covered by the report[168] - Management concluded that internal control over financial reporting was effective as of March 31, 2022, based on the COSO framework[169] PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS This section refers to Note 8, "Commitments and Contingencies," for details on legal proceedings - Legal proceedings are discussed in Note 8, "Commitments and Contingencies," of the consolidated financial statements[170] ITEM 1A. RISK FACTORS This section states that prior risk factors remain relevant, with no material changes, and may be exacerbated by COVID-19 - Risk factors from the Annual Report on Form 10-K for December 31, 2021, remain relevant, with no material changes for the three months ended March 31, 2022[171] - The COVID-19 pandemic may increase the likelihood of many of the previously disclosed risks impacting the Company[171] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section indicates no applicable disclosures for unregistered sales of equity securities and use of proceeds - This item is not applicable for the reporting period[173] ITEM 4. MINE SAFETY DISCLOSURE This section states that there are no applicable disclosures regarding mine safety for the reporting period - This item is not applicable for the reporting period[173] ITEM 6. EXHIBITS This section lists exhibits filed with Form 10-Q, including executive officer certifications and Inline XBRL documents - Exhibits include Rule 13a-14(a)/15d-14(a) Certifications from the Principal Executive Officer and Principal Financial Officer[174] - Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, are filed by the Chief Executive Officer and Chief Financial Officer[174] - Various Inline XBRL documents (Instance, Schema, Calculation, Label, Presentation, Definition Linkbase Documents) and the Cover Page Interactive Data File are submitted electronically[174] SIGNATURES - The report was signed on May 10, 2022, by David Bistricer, Co-Chairman and Chief Executive Officer of Clipper Realty Inc[178]