Clipper Realty Inc 2025年季度报告

or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number:001-38010CLIPPER REALTY INC.(Exact name of Registrant as specified in its charter)Maryland47-4579660(State or other jurisdiction of incorporation ororganization)(I.R.S. Employer Identification No.) 4611 12th Avenue, Suite 1LBrooklyn,New York11219(Address of principal executive offices) (Zip Code)(718)438-2804(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $0.01 per shareCLPRNew York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of November 6, 2025, there were16,146,546shares of the Registrant’s Common Stock outstanding. TABLE OF CONTENTS ITEM 1.CONDENSED FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 (UNAUDITED) AND DECEMBER 31,20243CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDEDSEPTEMBER 30, 2025 AND 2024 (UNAUDITED)4CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE AND NINE MONTHSENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)5CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,2025 AND 2024 (UNAUDITED)6NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)7ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS26ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK36ITEM 4.CONTROLS AND PROCEDURES36 ITEM 1.LEGAL PROCEEDINGS36ITEM 1A.RISK FACTORS37ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS40ITEM 3.DEFAULTS UPON SENIOR SECURITIES40ITEM 4.MINE SAFETY DISCLOSURES40ITEM 5.OTHER INFORMATION40ITEM 6.EXHIBITS40SIGNATURES41 CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for Clipper Realty Inc.(the “Company”), including, without limitation, statements under “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” regarding the Company’s financial position, business strategy and the plans, objectives, expectations, orassumptions of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “believe,”“expect,” “intend,” “continue,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomesare intended to identify forward-looking statements, which are generally not historical in nature. These statements involve risks anduncertainties that could cause actual results to differ materially from those described in such statements. These risks, contingenciesand uncertainties include, but are not limited to, the following: ●our dependency on two commercial leases withcertain agencies of the City of New York, as a single governmenttenant in our office buildings, and our inability to replace the City of New York as a tenant, could cause a materialadverse effect on us, including our financial condition, results of operations and cash flow, with one lease havingterminated effective August 23, 2025 and the other lease expiring on December 27, 2025;●the impact of the recent increase in inflation in the United States which could increase the cost of acquiring,replaci