Veris Residential, Inc. (NYSE:VRE) Q4 2023 Earnings Conference Call February 22, 2024 8:30 AM ET Company Participants Taryn Fielder – General Counsel Mahbod Nia – Chief Executive Officer Amanda Lombard – Chief Financial Officer Conference Call Participants Steve Sakwa – Evercore ISI Anthony Paolone – JPMorgan Josh Dennerlein – Bank of America Eric Wolfe – Citi Tom Catherwood – BTIG Operator Greetings, and welcome to the Veris Residential, Inc. Fourth Quarter 2023 Earnings Conference Call. At this time, all ...

rporate Presentation FEBRUARY 21, 2024 ll Bloomberg Gender- Equality Index 2023 WELL ... WELL. Great Place Work. Certified FORWARD-LOOKING STATEMENTS This Operating and Financial Data should be read in connection with our Annual Report on Form 10-K for the year ended December 31, 2023. Statements made in this presentation may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are intended to be covered by the sa ...

[News Release: Fourth Quarter and Full Year 2023 Results](index=4&type=section&id=News%20Release%3A%20Fourth%20Quarter%20and%20Full%20Year%202023%20Results) Veris Residential, Inc. announces its fourth quarter and full year 2023 results, highlighting its successful transformation into a pure-play multifamily REIT and strong operational performance [Executive Summary & Key Financial Highlights](index=4&type=section&id=Executive%20Summary%20%26%20Key%20Financial%20Highlights) Veris Residential, Inc. announced its fourth quarter and full year 2023 results, successfully transforming into a pure-play multifamily REIT, achieving excellent operational performance, and optimizing its balance sheet through strategic asset sales and debt refinancing Key Financial Data for Q4 and Full Year 2023 | Metric | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------------- | :------ | :------ | :------ | :------ | | Net Income (Loss) per Diluted Share | $(0.06) | $0.34 | $(1.22) | $(0.63) | | Core FFO per Diluted Share | $0.12 | $0.05 | $0.53 | $0.44 | | Dividends Declared per Share | $0.0525 | $— | $0.1025 | $— | Operational Highlights for 2023 (as of December 31) | Metric | Dec 31, 2023 | Dec 31, 2022 | % Change | | :-------------------------- | :----------- | :----------- | :------- | | Operating Units | 7,681 | 6,931 | 10.8% | | % Physical Occupancy | 94.4% | 95.3% | (1.0)% | | Same Store Units | 6,691 | 5,825 | 14.9% | | Same Store Occupancy | 94.4% | 95.6% | (1.3)% | | Same Store Blended Rental Growth Rate | 5.0% | 11.7% | (57.3)% | | Average Rent per Home | $3,792 | $3,482 | 8.9% | - The company has successfully transformed into a pure-play multifamily REIT, boasting a high-quality Class A property portfolio and a vertically integrated operating platform[7](index=7&type=chunk) - Core FFO per share increased to **$0.53**, representing a **20% growth** year-over-year[8](index=8&type=chunk) - Annual NOI growth rate reached **17.6%**, exceeding the upper end of guidance, with NOI margin improving from **62% in 2022 to 64%**[8](index=8&type=chunk) - Over **$700 million** in non-strategic assets, including eight properties and four land parcels, have been sold since early 2023. A binding contract was signed in January 2024 for the sale of the last office property, Harborside 5, for **$85 million**[8](index=8&type=chunk) - Debt structure was optimized through the early redemption of Rockpoint's preferred equity (**$520 million**), refinancing **$400 million** in debt, and reducing total liabilities by **$50 million**[8](index=8&type=chunk) [Same Store Portfolio Performance](index=5&type=section&id=SAME%20STORE%20PORTFOLIO%20PERFORMANCE) For the full year 2023, the same-store portfolio achieved strong revenue and NOI growth, significantly exceeding the initial guidance range, with robust year-over-year performance despite a slight quarter-over-quarter decrease in Q4 2023 NOI and occupancy 2023 Same Store Performance vs. Guidance Ranges | Metric | 2023 Actual Growth | Original Guidance Range | Adjusted Guidance Range | | :---------------------- | :----------------- | :---------------------- | :---------------------- | | Same Store Revenue Growth | 11.0% | 4-6% | 9-10% | | Same Store Expense Growth | 0.4% | 4-6% | 2-3% | | Same Store NOI Growth | 17.6% | 4-6% | 14-15% | Detailed Same Store Performance Comparison: FY 2023 vs. FY 2022 | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | % Change | | :---------------------- | :-------- | :-------- | :------- | | Total Property Revenue | $241,078 | $217,284 | 11.0% | | Total Property Expenses | $84,818 | $84,442 | 0.4% | | Same Store NOI | $156,260 | $132,842 | 17.6% | - Haus25 and The James will join the same-store pool in the first quarter of this year, with these two properties contributing over **$8 million** in NOI during the fourth quarter[9](index=9&type=chunk) [Transaction Activity](index=5&type=section&id=TRANSACTION%20ACTIVITY) Veris Residential continues its divestment of non-strategic assets, completing over **$660 million** in sales in 2023 and an additional **$40 million** year-to-date in 2024, with **$139 million** in non-strategic assets remaining under binding contract, including its last office property - In 2023, the company completed over **$660 million** in non-strategic asset sales, including two hotel properties, five office properties, and three land parcels[10](index=10&type=chunk) - In Q4 2023, the company completed the sales of Harborside 4, 3 Campus, and 23 Main for a total of **$89 million**, generating approximately **$82 million** in net proceeds[11](index=11&type=chunk) - By year-end, the company had binding contracts to sell 2 Campus and The Metropolitan Lofts joint venture for a total of **$40 million**, with net proceeds of approximately **$16 million**[11](index=11&type=chunk) - Currently, **$139 million** in non-strategic assets remain under binding contract, including the company's last office property, Harborside 5[12](index=12&type=chunk) [Finance and Liquidity](index=5&type=section&id=FINANCE%20AND%20LIQUIDITY) As of February 20, 2024, the company possesses approximately **$95 million** in available liquidity, with its debt portfolio largely hedged or fixed at a weighted average interest rate of **4.5%** and a 3.7-year term, and has reactivated its "at-the-market" offering program for up to **$100 million** in common stock - As of February 20, 2024, available liquidity is approximately **$95 million**, comprising cash on hand and revolving credit facility availability[13](index=13&type=chunk) - **99.9%** of the company's debt is hedged or fixed, with a weighted average interest rate of **4.5%** and a weighted average term of **3.7 years**[13](index=13&type=chunk) Key Balance Sheet Metrics (as of December 31) | Balance Sheet Metric | 2023 | 2022 | | :------------------------ | :----- | :----- | | Weighted Average Interest Rate | 4.5% | 4.4% | | Weighted Average Years to Maturity | 3.7 years | 4.1 years | | Net-Debt-to-Adjusted EBITDA | 13.8x | 13.5x | | Interest Coverage Ratio | 1.5x | 1.5x | - The company has reactivated its "at-the-market" (ATM) program, allowing for the issuance and sale of up to **$100 million** in common stock from time to time, with net proceeds to be used for general corporate purposes[14](index=14&type=chunk) - As of February 20, 2024, **$60 million** of the revolving credit facility ("Revolver") remains undrawn[15](index=15&type=chunk) [ESG and Dividend Policy](index=6&type=section&id=ESG) Veris Residential received multiple significant recognitions for its leadership in ESG, DEI, and corporate governance, including Nareit's "Leader in the Light" award and a second consecutive GRESB 5-star rating, and also reinstated and subsequently increased its Q4 2023 common stock quarterly dividend by **5%** - The company was recognized by Nareit as a "Leader in the Light" in the residential sector and achieved Global Listed and Regional Sector Leader status in the GRESB annual survey, earning a **5-star rating** for the second consecutive year[16](index=16&type=chunk) - The company also received Nareit's Bronze-level Diversity, Equity & Inclusion (DEI) recognition[16](index=16&type=chunk) - The Board of Directors declared a Q4 2023 quarterly common stock dividend of **$0.0525 per share**, representing a **5% increase** from the prior dividend[17](index=17&type=chunk) [Operational Guidance (2024)](index=6&type=section&id=OPERATIONAL%20GUIDANCE) Veris Residential issued its 2024 operational guidance, anticipating continued positive growth in same-store metrics and Core FFO per share, building on the strong performance of 2023 2024 Guidance Ranges | 2024 Guidance Ranges | Low | High | | :-------------------- | :---- | :---- | | Same Store Revenue Growth | 4.0% | 5.0% | | Same Store Expense Growth | 5.0% | 6.0% | | Same Store NOI Growth | 2.5% | 5.0% | | Net Loss per Share | $(0.40) | $(0.35) | | Core FFO per Share | $0.48 | $0.53 | [Key Financial Data](index=7&type=section&id=Key%20Financial%20Data) This section provides a detailed overview of Veris Residential's key financial statements, including the consolidated balance sheet, statements of operations, and various FFO and EBITDA metrics, for the reported periods [Consolidated Balance Sheet](index=8&type=section&id=Consolidated%20Balance%20Sheet) As of December 31, 2023, the company's total assets and liabilities decreased compared to the same period in 2022, primarily due to a reduction in rental properties and real estate held for sale, reflecting strategic asset dispositions Consolidated Balance Sheet Summary (as of December 31) | Metric | Dec 31, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :--------------------------------- | :----------- | :----------- | | Total Assets | $3,241,046 | $3,920,768 | | Total Liabilities | $1,936,494 | $2,006,200 | | Total Equity | $1,279,553 | $1,399,337 | | Net Investment in Rental Property | $3,006,315 | $3,608,145 | | Real Estate Held for Sale, net | $58,608 | $193,933 | Rental Property Details (as of December 31, 2023) | Asset Type | Multifamily (in thousands) | Office/Corp. (in thousands) | Total (in thousands) | | :-------------------------- | :---------- | :----------- | :---------- | | Land and leasehold interests | $468,556 | $5,943 | $474,499 | | Buildings and improvements | $2,642,626 | $139,842 | $2,782,468 | [Consolidated Statement of Operations](index=9&type=section&id=Consolidated%20Statement%20of%20Operations) For the full year 2023, despite an increase in total revenues, Veris Residential's net loss significantly widened from **$34.89 million** in 2022 to **$112.36 million**, primarily due to property impairments, increased interest costs from the mandatory redemption of non-controlling interests, and reduced gains from developable land dispositions Consolidated Statement of Operations Summary (Full Year 2023 vs. 2022) | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | % Change | | :-------------------- | :-------- | :-------- | :------- | | Total Revenues | $279,859 | $233,448 | 19.9% | | Total Expenses | $310,373 | $265,663 | 16.8% | | Net (Loss) Income | $(112,361) | $(34,885) | (222.1)% | | Net (Loss) Income available to common shareholders | $(107,265) | $(52,066) | (106.0)% | | Diluted EPS | $(1.22) | $(0.63) | (93.7)% | - Property impairment: **$32,516 thousand** in 2023, compared to **$0** in 2022[28](index=28&type=chunk) - Interest cost from mandatory redemption of non-controlling interests: **($49,782) thousand** in 2023, compared to **$0** in 2022[28](index=28&type=chunk) - Gain (loss) on disposition of developable land: **$7,068 thousand** in 2023, compared to **$57,262 thousand** in 2022[28](index=28&type=chunk) [FFO and Core FFO](index=10&type=section&id=FFO%20and%20Core%20FFO) In 2023, Core FFO per diluted share significantly increased to **$0.53**, up from **$0.44** in 2022, reflecting operational improvements and adjustments for non-recurring items, while FFO substantially decreased due to various adjustments, including property impairments and gains/losses on asset dispositions FFO and Core FFO (Full Year 2023 vs. 2022) | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | % Change | | :--------------------------------- | :-------- | :-------- | :------- | | FFO | $20,829 | $89,591 | (76.8)% | | Core FFO | $53,893 | $44,300 | 21.7% | | Funds from operations per share-diluted | $0.21 | $0.89 | (76.4)% | | Core Funds from Operations per share/unit-diluted | $0.53 | $0.44 | 20.5% | - Key adjustments to FFO in 2023 included property impairment from continuing operations (**$32,516 thousand**), Rockpoint acquisition premium (**$34,775 thousand**), and redemption value adjustment for mandatory redemption of non-controlling interests (**$7,641 thousand**)[31](index=31&type=chunk) [AFFO and Adjusted EBITDA](index=11&type=section&id=AFFO%20and%20Adjusted%20EBITDA) In 2023, Adjusted FFO (AFFO) significantly increased to **$62.49 million**, up from **$12.33 million** in 2022, driven by higher Core FFO and reduced non-incremental revenue-generating capital expenditures, with Adjusted EBITDA also growing, indicating improved operating earnings before non-cash items and financing costs AFFO and Adjusted EBITDA (Full Year 2023 vs. 2022) | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | % Change | | :-------------------- | :-------- | :-------- | :------- | | Core AFFO | $62,493 | $12,331 | 406.8% | | Adjusted EBITDA | $150,834 | $145,190 | 3.9% | | Net debt to Adjusted EBITDA | 11.9x | 12.8x | (7.0)% | - Building improvement expenses within non-incremental revenue-generating capital expenditures decreased from **($14,992) thousand** in 2022 to **($8,348) thousand** in 2023[35](index=35&type=chunk) [EBITDAre](index=12&type=section&id=EBITDAre) Q4 2023 EBITDAre significantly increased to **$74.76 million**, up from **$33.64 million** in Q4 2022, primarily due to property impairments and an increased share of property NOI from the company's unconsolidated joint ventures, though Adjusted EBITDAre saw a slight decrease EBITDAre (Q4 2023 vs. Q4 2022) | Metric | Q4 2023 (in thousands) | Q4 2022 (in thousands) | % Change | | :---------------- | :-------- | :-------- | :------- | | EBITDAre | $74,759 | $33,636 | 122.3% | | Adjusted EBITDAre | $37,836 | $39,591 | (4.5)% | - Property impairment (**$32,516 thousand** in Q4 2023 vs. **$10,302 thousand** in Q4 2022) and the company's share of property NOI from unconsolidated joint ventures (**$7,768 thousand** in Q4 2023 vs. **$6,694 thousand** in Q4 2022) were key drivers of EBITDAre growth[38](index=38&type=chunk) [Components of Net Asset Value](index=13&type=section&id=Components%20of%20Net%20Asset%20Value) The components of net asset value highlight the company's transition to multifamily assets, with its operating multifamily portfolio contributing the majority of NOI, and also detail non-strategic assets under binding contract, estimated land value, and its debt and equity structure Total NOI (at Share) | Metric | Total (in thousands) | At Share (in thousands) | | :-------- | :---- | :------- | | Total NOI | $218,072 | $185,488 | Non-Strategic Assets | Metric | Value (in thousands) | | :------------------------------ | :-------- | | Non-Strategic Assets Under Binding Contract | $139,000 | | Estimated Land Value | $214,659 | | Subtotal Non-Strategic Assets | $353,659 | Liabilities and Other Considerations | Metric | Value (in thousands) | | :------------------------------------ | :---------- | | Operating - Consolidated Debt at Share | $1,795,667 | | Operating - Unconsolidated Debt at Share | $298,679 | | Subtotal Liabilities and Other Considerations | $2,196,242 | - Diluted weighted average common shares outstanding for Q4 2023 were **100,936,000** shares[43](index=43&type=chunk) [Operating Portfolio](index=13&type=section&id=Operating%20Portfolio) This section provides a detailed breakdown of Veris Residential's operating portfolio, focusing on multifamily properties, commercial assets, developable land, and same-store performance metrics [Multifamily Operating Portfolio](index=14&type=section&id=Multifamily%20Operating%20Portfolio) The multifamily operating portfolio comprises **7,681** apartments, with an overall physical occupancy of **94.4%** in Q4 2023, and the New Jersey Waterfront properties, as the largest component, demonstrating strong average revenue per home and NOI Operating Portfolio Overview (Q4 2023) | Metric | Value | | :-------------------- | :---- | | Total Apartments | 7,681 | | % Physical Occupancy | 94.4% | | Average Revenue per Home | $3,854 | | Total NOI (in thousands) | $53,238 | | Total Debt Balance (in thousands) | $2,411,012 | New Jersey Waterfront Subtotal (Q4 2023) | Metric | Value | | :-------------------- | :---- | | Apartments | 5,067 | | % Occupied | 94.6% | | Average Revenue per Home | $4,219 | | NOI (in thousands) | $39,100 | [Commercial, Developable Land and Other Non-Strategic Assets](index=15&type=section&id=Commercial%2C%20Developable%20Land%20and%20Other%20Non-Strategic%20Assets) The company's commercial portfolio, primarily located in Weehawken and Morristown, New Jersey, totals **732,906** rentable square feet with a **73.8%** leased rate in Q4 2023, and it also holds **4,578** developable land parcels (net of those under binding contract) and one remaining office asset, Harborside 5, which is under a binding sales contract Commercial Portfolio (Q4 2023) | Metric | Value | | :-------------------- | :---- | | Total Rentable SF | 732,906 | | % Leased | 73.8% | | Total NOI (in thousands) | $1,599 | | Total Debt Balance (in thousands) | $37,712 | - Total developable land parcels amount to **5,361**, with **783** under binding sales contract, leaving **4,578** remaining[48](index=48&type=chunk) - The remaining office asset, Harborside 5 (Jersey City, NJ), totals **977,225** square feet with a **34.6%** leased rate and an average base rent of **$44.28**. This asset is currently under a binding sales contract[48](index=48&type=chunk) [Same Store Market Information](index=16&type=section&id=Same%20Store%20Market%20Information) The same-store portfolio (**6,691 units**) experienced a slight quarter-over-quarter decrease in NOI and occupancy in Q4 2023, but demonstrated strong year-over-year NOI growth, with the blended lease rate for the entire portfolio at **5.0%** in Q4 2023 Same Store Market Information: Quarter-over-Quarter Comparison (Q4 2023 vs. Q3 2023) | Metric | 4Q 2023 (in thousands) | 3Q 2023 (in thousands) | Change | | :----------------- | :------ | :------ | :----- | | Total NOI | $45,024 | $45,310 | (0.6)% | | Total Occupancy | 94.4% | 95.4% | (1.1)% | | Blended Lease Rate | 5.0% | 9.4% | Same Store Market Information: Year-over-Year Comparison (Q4 2023 vs. Q4 2022) | Metric | 4Q 2023 (in thousands) | 4Q 2022 (in thousands) | Change | | :----------------- | :------ | :------ | :----- | | Total NOI | $45,024 | $39,340 | 14.4% | | Total Occupancy | 94.4% | 95.3% | (0.9)% | | Blended Lease Rate | 5.0% | 14.4% | - Average revenue per home (total) increased from **$3,503** in Q4 2022 to **$3,792** in Q4 2023[53](index=53&type=chunk) [Same Store Performance](index=17&type=section&id=Same%20Store%20Performance) The multifamily same-store portfolio achieved strong year-over-year growth in total property revenues and NOI for both Q4 and the full year 2023, despite a slight quarter-over-quarter NOI decrease in Q4, with total property expenses remaining relatively stable year-over-year Same Store Performance: Full Year Comparison (2023 vs. 2022) | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | Change (in thousands) | % Change | | :-------------------- | :-------- | :-------- | :------- | :------- | | Total Property Revenues | $241,078 | $217,284 | $23,794 | 11.0% | | Total Property Expenses | $84,818 | $84,442 | $376 | 0.4% | | Same Store GAAP NOI | $156,260 | $132,842 | $23,418 | 17.6% | Same Store Performance: Q4 Year-over-Year Comparison (2023 vs. 2022) | Metric | Q4 2023 (in thousands) | Q4 2022 (in thousands) | Change (in thousands) | % Change | | :-------------------- | :-------- | :-------- | :------- | :------- | | Total Property Revenues | $61,497 | $57,133 | $4,364 | 7.6% | | Total Property Expenses | $22,422 | $23,360 | $(938) | (4.0)% | | Same Store GAAP NOI | $39,075 | $33,773 | $5,302 | 15.7% | - Controllable expenses increased by **4.2%** to **$44,558 thousand**. Non-controllable expenses decreased by **3.4%** to **$40,260 thousand**, primarily due to a **5.7%** reduction in real estate taxes[55](index=55&type=chunk) [Debt](index=17&type=section&id=Debt) This section details Veris Residential's debt profile, including secured permanent loans, debt characteristics, and maturity schedules, highlighting its largely fixed-rate and hedged debt structure [Debt Profile](index=18&type=section&id=Debt%20Profile) As of December 31, 2023, the company's total secured permanent loans amounted to **$1.8539 billion**, a decrease from **$1.9040 billion** in 2022, with the portfolio primarily consisting of fixed-rate loans with varying maturities and no outstanding revolving credit or term loan debt at year-end Total Secured Permanent Loans (as of December 31) | Metric | Dec 31, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :-------------------------- | :----------- | :----------- | | Principal Balance Outstanding | $1,868,983 | $1,911,488 | | Total Secured Permanent Loans | $1,853,897 | $1,903,977 | - As of December 31, 2023, there was no outstanding balance on the revolving credit facility or term loans[58](index=58&type=chunk) - The Port Imperial Hotels loan was no longer applicable in 2023 (sold in February 2023). The Haus25 loan increased from **$297,324 thousand** in 2022 to **$343,061 thousand** in 2023 due to new permanent financing[58](index=58&type=chunk)[82](index=82&type=chunk) [Debt Summary and Maturity Schedule](index=19&type=section&id=Debt%20Summary%20and%20Maturity%20Schedule) The company's pro rata debt portfolio is **99.9%** fixed-rate or hedged, with a weighted average interest rate of **4.47%** and a weighted average maturity of **3.7 years**, and as of year-end 2023, VRE's net share of consolidated debt was **$1.7806 billion** Pro Rata Debt Portfolio Characteristics | Metric | Value | | :-------------------------- | :---- | | Fixed Rate & Hedged Debt | 99.9% | | Weighted Average Interest Rate | 4.47% | | Weighted Average Maturity | 3.7 years | Consolidated Debt (as of December 31, 2023) | Metric | Value (in thousands) | | :-------------------------------- | :---------- | | Total Consolidated Debt, net | $1,853,897 | | VRE Share of Total Consolidated Debt, net | $1,780,581 | | VRE Share of Unconsolidated Secured Debt | $298,678 | | Total Pro Rata Debt Portfolio | $2,094,345 | [Reconciliations and Additional Details](index=19&type=section&id=Reconciliations%20and%20Additional%20Details) This section provides detailed reconciliations and additional financial information, including transaction activity, NOI adjustments, consolidated statements of operations footnotes, and details on unconsolidated joint ventures [Annex 1: Transaction Activity](index=20&type=section&id=Annex%201%3A%20Transaction%20Activity) This annex details the company's non-strategic asset dispositions in 2023 and early 2024, totaling **$660.3 million** in 2023 and **$40 million** year-to-date in 2024 - Total dispositions in 2023: **$660,300 thousand**[64](index=64&type=chunk) 2023 Dispositions by Asset Type | Asset Type | Number of Buildings | Gross Asset Value (000s) | | :----------- | :------------------ | :----------------------- | | Hotels | 2 | $97,000 | | Office | 5 | $483,500 | | Land | N/A | $79,800 | - Year-to-date 2024 dispositions: **$40,000 thousand**[65](index=65&type=chunk) Year-to-Date 2024 Dispositions by Asset Type | Asset Type | Number of Buildings | Gross Asset Value (000s) | | :----------- | :------------------ | :----------------------- | | Land | N/A | $9,700 | | Multifamily | 1 | $30,300 | [Annex 2: Reconciliation of NOI](index=21&type=section&id=Annex%202%3A%20Reconciliation%20of%20NOI) This annex provides a reconciliation of net loss to Net Operating Income (NOI) for Q4 and Q3 2023, showing total NOI of **$85.93 million** in Q4 2023, with multifamily properties contributing the majority Total NOI (Q4 2023 vs. Q3 2023) | Metric | Q4 2023 (in thousands) | Q3 2023 (in thousands) | | :------ | :-------- | :-------- | | Net loss | $(5,746) | $(60,250) | | Net operating income (NOI) | $85,930 | $42,642 | Consolidated Multifamily NOI Summary (Q4 2023 vs. Q3 2023) | Metric | Q4 2023 (in thousands) | Q3 2023 (in thousands) | | :---------------------------------------------------- | :-------- | :-------- | | Total Consolidated Multifamily - Operating Portfolio | $39,381 | $39,708 | | Total Consolidated Commercial | $1,332 | $929 | | Total Consolidated Multifamily NOI | $41,373 | $41,065 | [Annex 3: Consolidated Statements of Operations Footnotes](index=22&type=section&id=Annex%203%3A%20Consolidated%20Statements%20of%20Operations%20Footnotes) This annex provides detailed footnotes and definitions for various financial metrics used in the consolidated statements of operations, including adjustments for unconsolidated joint ventures, non-real estate depreciation, free rent periods, and capital expenditures - Real estate related depreciation and amortization includes the company's share in unconsolidated joint ventures and excludes non-real estate related depreciation and amortization[71](index=71&type=chunk) - Straight-line rent adjustments include free rent periods and the company's share in unconsolidated joint ventures[71](index=71&type=chunk) - Net debt is calculated as the sum of senior unsecured notes, unsecured revolving credit facility, and mortgage loans, notes payable, and other obligations, less cash and cash equivalents and restricted cash at period-end[71](index=71&type=chunk) [Annex 4: Detailed Consolidated Statement of Operations (Year-End)](index=23&type=section&id=Annex%204%3A%20Detailed%20Consolidated%20Statement%20of%20Operations%20(Year-End)) This annex presents a detailed year-end consolidated statement of operations, disaggregating revenues and expenses for 2023 and 2022 into "All Operations" and "Less: Discontinued Operations," providing a comprehensive view of the company's financial performance Total Revenues (Full Year 2023 vs. 2022) | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | | :------------ | :-------- | :-------- | | All Operations | $300,945 | $360,990 | | Total | $279,859 | $233,448 | Total Expenses (Full Year 2023 vs. 2022) | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | | :------------ | :-------- | :-------- | | All Operations | $327,508 | $438,947 | | Total | $310,373 | $265,663 | Net Loss (Full Year 2023 vs. 2022) | Metric | FY 2023 (in thousands) | FY 2022 (in thousands) | | :------------ | :-------- | :-------- | | Net Loss | $(112,361) | $(34,885) | | Net loss available to common shareholders | $(107,265) | $(52,066) | [Annex 5: Core FFO per Diluted Share](index=24&type=section&id=Annex%205%3A%20Core%20FFO%20per%20Diluted%20Share) This annex details the reconciliation of net income (loss) to FFO and Core FFO per diluted share, covering Q3 2023, the full year, and the corresponding period in 2022, highlighting adjustments made to derive these non-GAAP metrics Core FFO per Diluted Share (Full Year 2023 vs. 2022) | Metric | FY 2023 | FY 2022 | | :--------------------------------- | :-------- | :-------- | | Net income (loss) available to common shareholders | $(1.06) | $(0.52) | | FFO | $0.21 | $0.89 | | Core FFO | $0.53 | $0.44 | - Key adjustments include real estate related depreciation and amortization, property impairment, gain/loss on disposition of rental properties, loss on extinguishment of debt, and Rockpoint acquisition premium[75](index=75&type=chunk) [Annex 6: Unconsolidated Joint Ventures](index=25&type=section&id=Annex%206%3A%20Unconsolidated%20Joint%20Ventures) This annex provides detailed information on the company's unconsolidated joint ventures, primarily involving multifamily properties, showcasing their physical occupancy, VRE's equity share, NOI, and debt positions Unconsolidated Joint Ventures Overview (Q4 2023) | Metric | Value | | :-------------------- | :-------- | | Total Units (Multifamily) | 2,146 | | Total Physical Occupancy | 93.4% | | Total VRE Share of 4Q NOI (in thousands) | $7,768 | | Total VRE Share of Debt (in thousands) | $307,279 | - The largest multifamily unconsolidated joint venture by VRE's share of debt is Urby Harborside (**$157,881 thousand**)[78](index=78&type=chunk) - The Metropolitan Lofts joint venture was sold on January 12, 2024, for a total valuation of approximately **$30 million**, with VRE's net proceeds share at **$6 million**[78](index=78&type=chunk) [Annex 7: Debt Profile Footnotes](index=26&type=section&id=Annex%207%3A%20Debt%20Profile%20Footnotes) This annex provides footnotes explaining effective interest rates, specific loan details, and refinancing activities related to the company's debt profile - Effective interest rate is defined to include deferred financing costs, terminated treasury lock agreement costs (if any), debt origination costs, mark-to-market adjustments on acquired debt, and other transaction costs[82](index=82&type=chunk) - Refinancing activities include Portside at East Pier (fixed-rate Freddie Mac loan refinanced with a 3-year SOFR cap), The Upton (SOFR cap of **1.0%**), 145 Front at City Square (9-month SOFR cap of **4.0%**), and Haus25 (construction loan repaid with new permanent Freddie Mac financing)[82](index=82&type=chunk) - In July 2023, the company acquired Rockpoint's interest in the company, funded by **$175 million** in bridge financing (revolving credit facility and term loan), which was fully repaid in October 2023[82](index=82&type=chunk) [Annex 8: Multifamily Property Information](index=27&type=section&id=Annex%208%3A%20Multifamily%20Property%20Information) This annex provides detailed information on the company's multifamily properties, including location, ownership percentage, number of apartments, rentable square footage, average size, and year of completion - The operating portfolio totals **7,681** apartments, **6,691,525** rentable square feet, with an average size of **871** square feet[83](index=83&type=chunk) - The New Jersey Waterfront subtotal comprises **5,067** apartments, **4,391,122** rentable square feet, with an average size of **867** square feet[83](index=83&type=chunk) - Newer properties include Haus25 (2022), RiverHouse 9 (2021), Capstone (2021), The Upton (2021), The James (2021), and The Emery (2020)[83](index=83&type=chunk) [Non-GAAP Financial Definitions](index=27&type=section&id=Non-GAAP%20Financial%20Definitions) This section provides definitions for key non-GAAP financial measures used by Veris Residential, explaining their calculation and relevance in assessing financial performance [Non-GAAP Financial Measures](index=28&type=section&id=Non-GAAP%20Financial%20Measures) This section defines key non-GAAP financial measures used by Veris Residential, Inc., including Funds From Operations (FFO), Core FFO, Adjusted FFO (AFFO), Net Operating Income (NOI), Adjusted EBITDA, and EBITDAre, explaining their calculation and role in assessing financial performance - FFO (Funds From Operations): Defined by Nareit, excludes gains/losses and related impairments on sales of depreciable rental properties, and adds back real estate related depreciation and amortization, aiding in comparing operating performance of equity REITs[90](index=90&type=chunk) - Core FFO: FFO adjusted for certain items to facilitate period-over-period comparisons of the company's performance[88](index=88&type=chunk) - AFFO (Adjusted FFO): Core FFO less (i) recurring tenant improvements, leasing commissions, and capital expenditures, (ii) straight-line rent and net amortization of acquired above/below market leases, and (iii) other non-cash income, plus (iv) other non-cash expenses[88](index=88&type=chunk) - NOI (Net Operating Income): Total revenues less total operating expenses, used to evaluate unleveraged property type and market performance. Same-store NOI applies to properties owned by the company for both reporting periods[93](index=93&type=chunk) - Adjusted EBITDA: Core FFO plus interest expense, income tax expense, non-controlling interests in consolidated joint ventures' share of net income (loss), and the entity's share of Adjusted EBITDA from unconsolidated joint ventures, indicating the company's ability to incur and service debt[86](index=86&type=chunk) - EBITDAre (Earnings Before Interest, Tax, Depreciation, Amortization, and Rent Costs): Calculated per Nareit standards, net income (loss) plus interest expense, income tax expense, depreciation and amortization, gain/loss on disposition of depreciable property, impairment write-downs of depreciable property and investments in unconsolidated joint ventures, and adjustments to reflect the entity's share of EBITDAre from unconsolidated joint ventures[89](index=89&type=chunk) - Blended Net Rental Growth Rate: Weighted average of the net effective change in rent for new or renewal leases (including concessions) compared to the prior rent for the same apartment unit[87](index=87&type=chunk) [Company Information](index=29&type=section&id=Company%20Information) This section provides essential company details, including contact information, headquarters, stock exchange listing, key executives, and equity research coverage [Company Information](index=30&type=section&id=Company%20Information) This section provides key company contact information, headquarters address, stock exchange listing details, and a list of the executive team and equity research coverage - The company's headquarters are located in Jersey City, New Jersey[95](index=95&type=chunk) - The company is listed on the New York Stock Exchange under the ticker symbol **VRE**[95](index=95&type=chunk) - Key executives include Mahbod Nia (Chief Executive Officer), Anna Malhari (Chief Operating Officer), Amanda Lombard (Chief Financial Officer), Taryn Fielder (General Counsel & Secretary), and Jeff Turkanis (Executive Vice President & Chief Investment Officer)[95](index=95&type=chunk) - Equity research coverage includes analysts from Bank of America Merrill Lynch, BTIG, LLC, Citigroup, Truist, Evercore ISI, Green Street Advisors, and J.P. Morgan[96](index=96&type=chunk)

[Company and Reporting Structure](index=3&type=section&id=Explanatory%20Note) This report combines annual filings for Veris Residential, Inc. (REIT) and Veris Residential, L.P. (Operating Partnership) under an UPREIT structure for a streamlined view - Veris Residential, Inc. (the General Partner) is a REIT that serves as the sole general partner of Veris Residential, L.P. (the Operating Partnership), which conducts all of the company's operations[6](index=6&type=chunk)[7](index=7&type=chunk) - As of December 31, 2023, the General Partner owned an approximate **91.4% common unit interest** in the Operating Partnership, with the remaining **8.6%** held by limited partners[8](index=8&type=chunk) - The company utilizes an UPREIT structure, where common units of the Operating Partnership are substantially economically equivalent to the General Partner's common stock and can be redeemed for shares or cash at the General Partner's discretion[9](index=9&type=chunk) - The primary differences between the consolidated financial statements of the General Partner and the Operating Partnership lie in the presentation of shareholders' equity, partners' capital, and noncontrolling interests[12](index=12&type=chunk) [Business Overview](index=6&type=section&id=Item%201%20Business) Veris Residential is a fully-integrated REIT that has substantially completed its transformation into a pure-play multifamily entity, focusing on sustainable Class A properties in the U.S. Northeast [Company Strategy and Operations](index=6&type=section&id=THE%20COMPANY) The company has nearly completed its strategic transformation into a pure-play multifamily REIT, focusing on a portfolio of young, Class A properties with premium, sustainability-focused amenities - In 2023, the company substantially completed its multi-year transformation to a pure-play multifamily REIT, aiming to simplify its business and strengthen its balance sheet[21](index=21&type=chunk) - The portfolio consists of Class A multifamily properties with an average age of **seven years**, which typically require lower maintenance capital expenditures[23](index=23&type=chunk) - The investment strategy focuses on growing the Class A multifamily portfolio through acquisitions, value-add redevelopments, and new developments, recycling capital from non-strategic asset sales to fund these activities[25](index=25&type=chunk) [Sustainability and Human Capital](index=7&type=section&id=Sustainability%20Strategy) Veris Residential integrates sustainability into all business aspects, with 80% of its multifamily portfolio green certified, and prioritizes employee and resident well-being - **80%** of the company's multifamily portfolio is green certified (LEED®, ENERGY STAR® or equivalent)[28](index=28&type=chunk) - The company has met its Science Based Target initiative goal to reduce like-for-like Scope 1 and 2 greenhouse gas emissions by **50%** and has reduced energy consumption by **24%** over the last three years[31](index=31&type=chunk)[45](index=45&type=chunk) - As of December 31, 2023, the company had approximately **197 employees**; **56%** of the Board of Directors are female and/or racially diverse, and **52%** of employees were persons of color or from minority groups[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Recent Developments and 2023 Milestones](index=9&type=section&id=RECENT%20DEVELOPMENTS) In 2023, Veris sold over $700 million in non-strategic assets, exited the hotel segment, refinanced debt, and achieved significant ESG milestones - Sold over **$700 million** of non-strategic assets since the beginning of 2023, including exiting the hotel segment with the sale of the Port Imperial Hotels[43](index=43&type=chunk) - Negotiated the early redemption of Rockpoint's interest in VRT for **$520 million**[44](index=44&type=chunk) - Refinanced the Haus25 construction loan at an interest rate of **5.46%**, saving **124 basis points** compared to the prior loan[44](index=44&type=chunk) - As of December 31, 2023, **99.9%** of the total debt portfolio was hedged or fixed at a weighted average interest rate of **4.5%** with a weighted average maturity of **3.7 years**[44](index=44&type=chunk) - Enhanced its ESG platform by increasing its wholly-owned multifamily portfolio's Green Certification to over **80%** (up from **43%** in 2022) and earning a **5-Star GRESB rating** for the second year in a row[45](index=45&type=chunk)[49](index=49&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A%20Risk%20Factors) The company faces a range of operating, capital, financing, management, investment, and REIT status risks inherent to its business and the real estate industry [Operating Risks](index=11&type=section&id=OPERATING%20RISKS) Operational performance is subject to risks from competition, short-term leases, non-core asset disposition challenges, inadequate insurance, illiquidity, inflation, and regulatory compliance costs - Competition from other multifamily properties, single-family rentals, and for-sale housing could adversely affect the ability to lease units and maintain rental rates[55](index=55&type=chunk) - The average multifamily lease term is **13 months**, which exposes rental revenues to declines in market rents more quickly than longer-term leases[56](index=56&type=chunk) - The company may not be able to dispose of its remaining non-core assets at favorable prices or within the anticipated timeframe, which could impact financing for strategic initiatives[61](index=61&type=chunk) - Environmental laws impose liability for hazardous substances, often without regard to fault, which could lead to costly remediation and penalties[71](index=71&type=chunk) [Capital and Financing Risks](index=15&type=section&id=CAPITAL%20AND%20FINANCING%20RISKS) The company's financial performance is exposed to risks from market volatility, strategic repositioning execution, debt refinancing, restrictive covenants, rising interest rates, and reliance on external capital as a REIT - As of December 31, 2023, the company had total outstanding indebtedness of **$1.9 billion** and faces risks associated with refinancing this debt at maturity[84](index=84&type=chunk) - As of December 31, 2023, the company had no outstanding borrowings under its revolving credit facility and approximately **$304.5 million** of its hedged mortgage indebtedness bears interest at variable rates, exposing it to rising interest rates[87](index=87&type=chunk) - To qualify as a REIT, the company must distribute at least **90%** of its net taxable income, making it reliant on third-party capital sources for future growth, including acquisitions and developments[89](index=89&type=chunk) [Other Risks (Cybersecurity, Climate Change)](index=21&type=section&id=OTHER%20RISKS) The company faces risks from potential cybersecurity breaches compromising sensitive data and from the physical effects of climate change, which could damage properties and increase costs - The business is at risk from cybersecurity attacks that could compromise proprietary information and personally identifiable data, potentially leading to legal claims and reputational damage despite security measures[114](index=114&type=chunk)[115](index=115&type=chunk) - The physical effects of climate change, such as changes in weather patterns and rising sea levels, could have a material adverse effect on properties, operations, and business, potentially increasing insurance and operating costs[116](index=116&type=chunk) [Cybersecurity](index=22&type=section&id=Item%201C%20Cybersecurity) Veris Residential has a comprehensive cybersecurity strategy focusing on detection, protection, incident response, and risk management, overseen by a full-time CISO and the Audit Committee - The company's cybersecurity strategy focuses on detection, protection, incident response, security risk management, and resiliency[120](index=120&type=chunk) - In 2023, a full-time Chief Information Security Officer (CISO) was added to the team, reporting to the Chief Operating Officer[121](index=121&type=chunk) - The company utilizes the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF) to assess and manage its cybersecurity posture[123](index=123&type=chunk) - The Audit Committee holds oversight responsibility for cybersecurity strategy and risk management, receiving quarterly reports and an annual direct report from the CISO[127](index=127&type=chunk) - The company is not aware of any cybersecurity threats or past incidents that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[126](index=126&type=chunk) [Property Portfolio](index=24&type=section&id=Item%202%20Properties) As of December 31, 2023, Veris Residential's portfolio primarily consists of consolidated and unconsolidated multifamily properties in the U.S. Northeast, with significant concentration in the New Jersey Waterfront [Consolidated Properties](index=24&type=section&id=Consolidated%20Properties) As of year-end 2023, the consolidated portfolio comprised 17 multifamily properties (5,535 units) with 94.8% occupancy, one office property, and developable land for future units Consolidated Multifamily Properties Overview (as of 12/31/2023) | Region | Total Units | % Occupied | 2023 Avg. Revenue Per Home ($) | | :--- | :--- | :--- | :--- | | **New Jersey Waterfront** | 3,629 | 95.0% | 4,154 | | **Massachusetts** | 1,168 | 93.9% | 2,869 | | **Other** | 738 | 95.0% | 3,631 | | **TOTAL** | **5,535** | **94.8%** | **3,813** | - The sole remaining consolidated office property is Harborside Plaza 5 in Jersey City, NJ, which was **34.6% leased** as of December 31, 2023[130](index=130&type=chunk) - The company holds consolidated developable land with the potential to build a total of **4,532 units**, primarily located in the New Jersey Waterfront and Massachusetts[131](index=131&type=chunk) [Unconsolidated Joint Venture Properties](index=25&type=section&id=Unconsolidated%20Joint%20Venture%20Properties) The company holds interests in unconsolidated joint ventures owning seven multifamily properties with 2,146 units and 93.4% occupancy, one retail property, and land with development potential Unconsolidated JV Multifamily Properties Overview (as of 12/31/2023) | Region | Total Units | % Occupied | 2023 Avg. Revenue Per Home ($) | | :--- | :--- | :--- | :--- | | **New Jersey Waterfront** | 1,438 | 93.7% | 3,907 | | **Other** | 708 | 92.9% | 2,853 | | **TOTAL** | **2,146** | **93.4%** | **3,559** | - The company's ownership interests in these unconsolidated joint ventures range from **20% to 85%**[132](index=132&type=chunk) [Occupancy and Market Diversification](index=27&type=section&id=OCCUPANCY) The consolidated multifamily portfolio's occupancy rate stood at 94.8% at the end of 2023, showing a slight increase from 94.4% in 2022 and a significant recovery from 85.4% in 2020 Consolidated Multifamily Portfolio Year-End Occupancy | Year | Percent Occupied (%) | | :--- | :--- | | 2023 | 94.8 | | 2022 | 94.4 | | 2021 | 96.4 | | 2020 | 85.4 | | 2019 | 92.1 | Consolidated Multifamily Market Diversification (by Annualized Base Rental Revenue) | Market | Percentage Of Annualized Base Rental Revenue (%) | | :--- | :--- | | New Jersey Waterfront | 72.2 | | Massachusetts | 15.6 | | Other | 12.2 | | **Total** | **100.0** | [Stockholder Matters](index=27&type=section&id=Item%205%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Veris Residential's common stock trades on the NYSE under 'VRE', and the company reinstated a quarterly dividend in Q3 2023, with the single 2023 distribution classified as 100% return of capital - The company's common stock trades on the NYSE under the symbol '**VRE**'[146](index=146&type=chunk) - A quarterly dividend was reinstated beginning in the **third quarter of 2023**[150](index=150&type=chunk) - On December 18, 2023, a distribution of **$0.0525 per common share** was declared, payable in January 2024[152](index=152&type=chunk) - The **$0.05 per common share** distribution paid on October 10, 2023, was determined to be a **100% return of capital** distribution[153](index=153&type=chunk) [Management's Discussion and Analysis (MD&A)](index=29&type=section&id=Item%207%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results, detailing revenue growth, increased net loss due to specific costs, liquidity, debt structure, and FFO reconciliation [Results of Operations](index=31&type=section&id=Results%20From%20Operations) The company's financial performance shows significant rental revenue growth in 2023, but a wider net loss due to Rockpoint transaction costs and lower gains on asset sales, contrasting with 2022's reduced net loss from land sales and lower debt extinguishment costs [Comparison of 2023 vs. 2022](index=32&type=section&id=Year%20Ended%20December%2031%2C%202023%20Compared%20to%20Year%20Ended%20December%2031%2C%202022) Key financial results for 2023 compared to 2022 show a significant increase in total revenues from rental operations but a substantial widening of the net loss Key Financial Results (2023 vs. 2022) | Metric (in thousands) | 2023 | 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenues from rental operations | $275,991 | $229,867 | $46,124 | 20.1% | | Operating loss | ($30,514) | ($32,215) | $1,701 | (5.3)% | | Loss from continuing operations | ($157,193) | ($39,534) | ($117,659) | 297.6% | | Net loss | ($112,361) | ($34,885) | ($77,476) | 222.1% | - Same-Store lease revenue increased by **$18.5 million (9.8%)** due to higher market rental rates and reduced concessions at multifamily properties[167](index=167&type=chunk) - The company recognized **$49.8 million** in interest cost related to the redemption of Rockpoint's mandatorily redeemable noncontrolling interests[177](index=177&type=chunk) - Gain on disposition of developable land decreased significantly to **$7.1 million** in 2023 from **$57.3 million** in 2022[179](index=179&type=chunk) [Comparison of 2022 vs. 2021](index=35&type=section&id=Year%20Ended%20December%2031%2C%202022%20Compared%20to%20Year%20Ended%20December%2031%2C%202021) Key financial results for 2022 compared to 2021 show strong revenue growth and a reduced net loss, benefiting from a significant gain on land sales and minimal debt extinguishment costs Key Financial Results (2022 vs. 2021) | Metric (in thousands) | 2022 | 2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenues from rental operations | $229,867 | $185,049 | $44,818 | 24.2% | | Operating income (loss) | ($32,215) | ($62,208) | $29,993 | (48.2)% | | Loss from continuing operations | ($39,534) | ($157,265) | $117,731 | (74.9)% | | Net loss | ($34,885) | ($109,539) | $74,654 | (68.2)% | - Same-Store lease revenue increased by **$17.3 million (11.2%)** due to higher occupancy and market rents[185](index=185&type=chunk) - A significant gain of **$57.3 million** was recognized on the disposition of developable land in 2022, compared to a **$2.1 million** gain in 2021[196](index=196&type=chunk) - Loss from extinguishment of debt was minimal in 2022 (**$0.1 million**) compared to a substantial loss of **$47.1 million** in 2021[198](index=198&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains liquidity through cash, operating cash flow, its credit facility, and asset sales, with 2023 seeing increased cash from investing activities used for deleveraging and interest redemption Summary of Cash Flows for Year Ended Dec 31, 2023 (in millions) | Cash Flow Category | Amount | | :--- | :--- | | Net cash provided by operating activities | $45.5 | | Net cash provided by investing activities | $579.7 | | Net cash used in financing activities | ($618.3) | | **Net increase in cash** | **$6.9** | - Key uses of cash in financing activities included **$535.5 million** for the redemption of redeemable noncontrolling interests and **$442.1 million** for repayments of mortgages and other obligations[207](index=207&type=chunk) - The Board of Directors reinstated a quarterly dividend in the **third quarter of 2023**[205](index=205&type=chunk) [Debt Financing](index=39&type=section&id=Debt%20Financing) As of December 31, 2023, the company's total debt was approximately $1.9 billion, entirely fixed-rate or hedged, with a weighted average interest rate of 4.34% and maturity of 3.46 years Debt Summary as of December 31, 2023 | Debt Type | Balance ($000's) | % of Total | Weighted Avg. Interest Rate | Weighted Avg. Maturity (Years) | | :--- | :--- | :--- | :--- | :--- | | Fixed Rate & Hedged Secured | $1,868,983 | 100.00% | 4.34% | 3.46 | | **Total Debt** | **$1,868,983** | **100.00%** | **4.34%** | **3.46** | Scheduled Debt Maturities as of December 31, 2023 ($000's) | Period | Total Principal Payments | | :--- | :--- | | 2024 | $314,076 | | 2025 | $9,487 | | 2026 | $546,138 | | 2027 | $313,478 | | 2028 | $348,392 | | Thereafter | $337,412 | - As of December 31, 2023, the Company had three unencumbered properties with a carrying value of **$115.9 million**[214](index=214&type=chunk) [Funds from Operations (FFO)](index=40&type=section&id=Funds%20from%20Operations) Funds from Operations (FFO) available to common stock and unitholders significantly decreased to $20.8 million in 2023, primarily due to a $49.8 million interest cost from the Rockpoint redemption FFO Reconciliation Summary (in thousands) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net loss available to common shareholders | $(107,265) | $(52,066) | $(119,042) | | **Funds from operations (FFO)** | **$20,829** | **$89,591** | **$(22,754)** | - FFO is presented as a supplemental performance measure and is not an alternative to net income under GAAP; it excludes items like depreciation and gains/losses from property sales[223](index=223&type=chunk)[224](index=224&type=chunk) - The 2023 FFO calculation includes a **$49.8 million** interest cost related to the mandatorily redeemable noncontrolling interests[228](index=228&type=chunk) [Market Risk Disclosures](index=41&type=section&id=Item%207A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure on its $1.9 billion indebtedness, managed through fixed-rate debt or hedging, with a hypothetical 100 basis point rate change impacting fair value by $47.9 million - The company's main market risk is from changes in interest rates, which it manages by using fixed-rate debt and interest rate derivatives (swaps or caps)[229](index=229&type=chunk) - As of December 31, 2023, total indebtedness of **$1.9 billion** had an estimated aggregate fair value of **$1.8 billion**[230](index=230&type=chunk) - A **100 basis point** increase or decrease in market interest rates would change the fair value of the company's fixed-rate debt by approximately **$47.9 million**[231](index=231&type=chunk) - A **100 basis point** change in market rates would increase or decrease annual interest costs on variable-rate debt by approximately **$3.0 million**, assuming interest-rate caps are not in effect[232](index=232&type=chunk) [Financial Statements and Notes](index=42&type=section&id=Item%208%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the audited consolidated financial statements for Veris Residential, Inc. and L.P. for 2023, with an unqualified auditor's opinion and detailed notes on accounting policies, dispositions, debt, and segment reporting [Independent Auditor's Report](index=47&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) PricewaterhouseCoopers LLP issued an unqualified opinion on Veris Residential's consolidated financial statements and internal controls, identifying "Assessment of Indicators of Impairment for Rental Property Held for Use" as a critical audit matter - The auditor, PricewaterhouseCoopers LLP, issued an **unqualified (clean) opinion**, stating the financial statements present fairly, in all material respects, the financial position of the Company[272](index=272&type=chunk)[287](index=287&type=chunk) - The auditor also issued an **unqualified opinion** on the effectiveness of the Company's internal control over financial reporting as of December 31, 2023[272](index=272&type=chunk)[287](index=287&type=chunk) - A Critical Audit Matter was identified concerning the 'Assessment of Indicators of Impairment for Rental Property Held for Use, Net' due to the significant management judgment and auditor subjectivity required[278](index=278&type=chunk)[295](index=295&type=chunk) [Consolidated Financial Statements](index=51&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated financial statements show total assets decreased to $3.24 billion in 2023 from $3.92 billion in 2022 due to asset dispositions, with a net loss of $112.4 million for 2023 Consolidated Balance Sheet Summary (in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Net investment in rental property | $3,006,315 | $3,608,145 | | **Total assets** | **$3,241,046** | **$3,920,768** | | Mortgages, loans payable and other obligations, net | $1,853,897 | $1,903,977 | | **Total liabilities** | **$1,936,494** | **$2,006,200** | | **Total equity** | **$1,279,553** | **$1,399,337** | Consolidated Statement of Operations Summary (in thousands) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total revenues | $279,859 | $233,448 | $194,645 | | Loss from continuing operations | ($157,193) | ($39,534) | ($157,265) | | **Net loss** | **($112,361)** | **($34,885)** | **($109,539)** | | **Net loss available to common shareholders** | **($107,265)** | **($52,066)** | **($119,042)** | [Selected Notes to Financial Statements](index=63&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant 2023 dispositions, including former office and hotel portfolios, new credit facilities, the $520 million Rockpoint redemption, equity plans, and segment reporting for Multifamily and Commercial operations - **Dispositions (Note 3):** In 2023, the company sold rental properties for net proceeds of **$515.8 million** (including the Port Imperial Hotels and Harborside 1, 2, & 3) and developable land for **$75.1 million**[375](index=375&type=chunk)[376](index=376&type=chunk) - **Discontinued Operations (Note 7):** The former New Jersey office and hotel portfolio is classified as discontinued operations. This segment generated net income of **$44.8 million** in 2023, compared to **$4.6 million** in 2022, primarily due to gains on dispositions[413](index=413&type=chunk)[414](index=414&type=chunk) - **Debt (Notes 8 & 9):** In July 2023, the company entered a **$60 million** revolving credit facility and a **$115 million** term loan, using the proceeds to help fund the Rockpoint redemption. Both facilities were fully repaid by year-end 2023[415](index=415&type=chunk) - **Redeemable Noncontrolling Interests (Note 14):** On July 25, 2023, the company acquired all of Rockpoint's preferred unit interests for approximately **$520 million**, terminating the investment agreements and simplifying the equity structure[455](index=455&type=chunk) - **Equity and Stock Plans (Note 15):** A new **$100 million** "at-the-market" (ATM) stock offering program was established in November 2023. No shares were sold under this program as of December 31, 2023[469](index=469&type=chunk) Segment Net Operating Income (NOI) (in thousands) | Segment | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Commercial & Other Real Estate | $4,904 | $4,045 | $11,997 | | Multifamily Real Estate & Services | $158,849 | $111,485 | $58,694 | | Corporate & Other | ($186,487) | ($117,395) | ($91,905) | | **Total Company NOI** | **($22,734)** | **($1,865)** | **($21,214)** |

Veris Residential, Inc. (NYSE:VRE) Q3 2023 Earnings Conference Call October 26, 2023 8:30 AM ET Company Participants Taryn Fielder - General Counsel and Secretary Mahbod Nia - Chief Executive Officer Amanda Lombard - Chief Financial Officer Conference Call Participants Eric Wolfe - Citi Research Steve Sakwa - Evercore ISI Anthony Paolone - JPMorgan Josh Dennerlein - Bank of America Thomas Catherwood - BTIG Operator Greetings and welcome to the Veris Residential Inc. Third Quarter 2023 Earnings Conference Ca ...

Supplemental Operating and Financial Data Q3 2023 Forward-Looking Statements Veris Residential Inc. (the "Company", "VRE", "we", "our", "us") considers portions of this information, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13274 Veris Residential, Inc. Commission File Number: 333-57103 Veris Residential, L.P. Veris Residential, Inc. Veris Residential ...

Veris Residential, Inc. (NYSE:VRE) Q2 2023 Earnings Conference Call April 27, 2023 8:30 AM ET Company Participants Taryn Fielder - General Counsel and Secretary Mahbod Nia - Chief Executive Officer Amanda Lombard - Chief Financial Officer Conference Call Participants Jay Poskitt - Evercore ISI Eric Wolfe - Citi Joshua Dennerlein - Bank of America Thomas Catherwood - BTIG John Pawlowski - Green Street Michael Lewis - Truist Securities Operator Ladies and gentlemen, greetings, and welcome to the Veris Residen ...

Part I – Financial Information [Item 1. Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements) The company presents unaudited consolidated financial statements and detailed notes for Veris Residential, Inc. and Veris Residential, L.P - The financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, and reflect all normal, recurring adjustments necessary for a fair statement[21](index=21&type=chunk) - Results for the three and six months ended June 30, 2023, are not necessarily indicative of the full fiscal year[23](index=23&type=chunk) [Veris Residential, Inc. Consolidated Financial Statements](index=7&type=section&id=Veris%20Residential%2C%20Inc.%20Consolidated%20Financial%20Statements) This section provides the consolidated financial statements for Veris Residential, Inc, detailing its financial position and performance Veris Residential, Inc. Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2023 | December 31, 2022 | | :--------------------------------- | :-------------- | :---------------- | | Total assets | $3,772,833 | $3,920,768 | | Total liabilities | $2,384,584 | $2,006,200 | | Total equity | $1,348,018 | $1,399,337 | Veris Residential, Inc. Consolidated Statements of Operations Highlights (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $68,729 | $53,813 | $135,688 | $103,314 | | Total expenses | $65,257 | $63,613 | $131,440 | $130,304 | | Net (loss) income | $(30,135) | $34,650 | $(46,365) | $30,123 | | Net (loss) income available to common shareholders | $(27,434) | $26,373 | $(47,407) | $17,281 | | Basic EPS | $(0.30) | $0.25 | $(0.56) | $0.12 | | Diluted EPS | $(0.30) | $0.25 | $(0.56) | $0.12 | Veris Residential, Inc. Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $24,364 | $45,710 | | Net cash provided by investing activities | $451,634 | $155,074 | | Net cash used in financing activities | $(99,093) | $(198,810) | | Net increase in cash and cash equivalents | $376,905 | $1,974 | | Cash, cash equivalents and restricted cash, end of period | $424,554 | $53,429 | [Veris Residential, L.P. Consolidated Financial Statements](index=16&type=section&id=Veris%20Residential%2C%20L.P.%20Consolidated%20Financial%20Statements) This section presents the consolidated financial statements for Veris Residential, L.P, reflecting the Operating Partnership's financial position Veris Residential, L.P. Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2023 | December 31, 2022 | | :--------------------------------- | :-------------- | :---------------- | | Total assets | $3,772,833 | $3,920,768 | | Total liabilities | $2,384,584 | $2,006,200 | | Total equity | $1,348,018 | $1,399,337 | Veris Residential, L.P. Consolidated Statements of Operations Highlights (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $68,729 | $53,813 | $135,688 | $103,314 | | Total expenses | $65,257 | $63,613 | $131,440 | $130,304 | | Net (loss) income | $(30,135) | $34,650 | $(46,365) | $30,123 | | Net loss (income) available to common unitholders | $(30,116) | $29,068 | $(52,125) | $19,078 | | Basic EPU | $(0.30) | $0.25 | $(0.56) | $0.12 | | Diluted EPU | $(0.30) | $0.25 | $(0.56) | $0.12 | Veris Residential, L.P. Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $24,364 | $45,710 | | Net cash provided by investing activities | $451,634 | $155,074 | | Net cash used in financing activities | $(99,093) | $(198,810) | | Net increase in cash and cash equivalents | $376,905 | $1,974 | | Cash, cash equivalents and restricted cash, end of period | $424,554 | $53,429 | [Notes to Consolidated Financial Statements](index=24&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide critical context for the financial statements, covering accounting policies, transactions, debt, equity, and segment performance [1. Organization and Basis of Presentation](index=24&type=section&id=1.%20ORGANIZATION%20AND%20BASIS%20OF%20PRESENTATION) The company, a REIT controlling its Operating Partnership, has transitioned to a pure-play multifamily focus with GAAP-compliant statements - Veris Residential, Inc. (General Partner) owned approximately **91.2% common unit interest** in the Operating Partnership as of June 30, 2023, up from 90.7% at December 31, 2022[48](index=48&type=chunk) - The Company has completed its transition to a **pure-play multifamily REIT**, focusing on socially, ethically, and environmentally responsible business practices[49](index=49&type=chunk) - As of June 30, 2023, the Company owned or had interests in **24 multifamily rental properties** and non-core assets including three office properties and four parking/retail properties[51](index=51&type=chunk) - Post-period event: On July 25, 2023, the Company acquired all Preferred Units from Rockpoint for **$520 million**, funded by a new $60 million revolving credit facility and a $115 million term loan, along with cash on hand[52](index=52&type=chunk) [2. Significant Accounting Policies](index=25&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines key accounting policies for rental property valuation, cost capitalization, and the reinstatement of a quarterly dividend - Rental properties are reported at cost less accumulated depreciation and amortization; acquisition, development, and construction costs are capitalized[60](index=60&type=chunk) Net Investment in Rental Property (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :-------------------------------------- | :-------------- | :---------------- | | Land held for development | $256,190 | $264,934 | | Development and construction in progress | $36,601 | $205,173 | | Total | $292,791 | $470,107 | - The Board of Directors reinstated a quarterly dividend of **$0.05 per common share**, payable October 10, 2023, to shareholders of record as of September 30, 2023, following the transition to a pure-play multifamily REIT[64](index=64&type=chunk)[66](index=66&type=chunk) [3. Recent Transactions](index=26&type=section&id=3.%20RECENT%20TRANSACTIONS) The company has classified its former office and hotel portfolio as discontinued operations and recognized impairment charges on certain assets held for sale - The Company's former New Jersey office and hotel portfolio is classified as **discontinued operations**, marking a strategic shift[68](index=68&type=chunk) - As of June 30, 2023, two office properties (0.6 million sq ft) and several developable land parcels are held for sale, with estimated net sales proceeds of approximately **$131.7 million**[69](index=69&type=chunk)[71](index=71&type=chunk) - Impairment charges of **$3.6 million** (three months) and **$7.0 million** (six months) were recognized for one office and three land parcels held for sale, as carrying values were not expected to be recovered[70](index=70&type=chunk) Dispositions of Rental Property and Developable Land (Six Months Ended June 30, 2023) (in thousands) | Property | Type | Net Sales Proceeds | Net Carrying Value | Realized Gains (Losses), net | | :---------------------- | :----- | :----------------- | :----------------- | :--------------------------- | | XS Hotels | Hotel | $93,358 | $92,578 | $780 | | Harborside 1, 2 and 3 | Office | $362,446 | $362,304 | $142 | | Columbia-Honeywell | Land | $8,214 | $8,236 | $(22) | | **Totals** | | **$464,018** | **$463,118** | **$900** | [4. Investments in Unconsolidated Joint Ventures](index=27&type=section&id=4.%20INVESTMENTS%20IN%20UNCONSOLIDATED%20JOINT%20VENTURES) The company holds $122.4 million in equity method joint ventures, with increased earnings driven by improved operating performance - As of June 30, 2023, the Company had an aggregate investment of approximately **$122.4 million** in its equity method joint ventures[76](index=76&type=chunk) - Unconsolidated joint ventures own seven multifamily properties (2,146 units), a retail property (51,000 sq ft), and developable land for up to 829 apartment units[76](index=76&type=chunk)[77](index=77&type=chunk) - The Company guaranteed **$2.0 million** of the $18.2 million outstanding debt of its unconsolidated joint ventures as of June 30, 2023[79](index=79&type=chunk) Company's Equity in Earnings of Unconsolidated Joint Ventures (in thousands) | Period | 2023 | 2022 | | :--------------------------- | :----- | :----- | | Three Months Ended June 30, | $2,700 | $2,638 | | Six Months Ended June 30, | $2,633 | $2,151 | - The increase in equity in earnings is primarily due to **improved operating performance** of unconsolidated joint ventures, driven by higher occupancy and rental rates[240](index=240&type=chunk)[256](index=256&type=chunk) [5. Deferred Charges and Other Assets, Net](index=30&type=section&id=5.%20DEFERRED%20CHARGES%20AND%20OTHER%20ASSETS%2C%20NET) This section details deferred charges and other assets, including the use of interest rate caps to manage interest rate risk Deferred Charges and Other Assets, Net (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :-------------------------------------- | :-------------- | :---------------- | | Deferred charges, net | $4,173 | $35,864 | | Notes receivable | $78 | $1,309 | | In-place lease values, related intangibles and other assets, net | $10,554 | $12,298 | | Right of use assets | $6,645 | $2,238 | | Prepaid expenses and other assets, net | $37,511 | $44,453 | | **Total deferred charges and other assets, net** | **$58,961** | **$96,162** | - The Company uses interest rate swaps and caps as **cash flow hedges** to manage interest rate risk[90](index=90&type=chunk) - Approximately **$6.4 million** is estimated to be reclassified as a decrease to interest expense from accumulated other comprehensive income related to derivatives over the next 12 months[92](index=92&type=chunk) - As of June 30, 2023, the Company had four interest rate caps outstanding with a notional amount of **$548 million** designated as cash flow hedges[92](index=92&type=chunk) [6. Restricted Cash](index=31&type=section&id=6.%20RESTRICTED%20CASH) Restricted cash totals $27.6 million, primarily comprising tenant security deposits and various escrow and reserve funds Restricted Cash (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :-------------------------- | :-------------- | :---------------- | | Security deposits | $10,009 | $9,175 | | Escrow and other reserve funds | $17,605 | $11,692 | | **Total restricted cash** | **$27,614** | **$20,867** | [7. Discontinued Operations](index=31&type=section&id=7.%20DISCONTINUED%20OPERATIONS) The company's entire Office Portfolio is classified as discontinued operations, with income from these operations decreasing significantly in Q2 2023 - The Company's entire Office Portfolio (43 office properties and three hotels) has been classified as **discontinued operations**, reflecting a strategic shift[96](index=96&type=chunk)[98](index=98&type=chunk) - As of June 30, 2023, all but two of the 43 office properties and three hotels (totaling 10.6 million square feet) have been sold[97](index=97&type=chunk)[98](index=98&type=chunk) Income from Discontinued Operations (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income from discontinued operations | $140 | $5,808 | $2,356 | $32,237 | | Realized gains (losses) and unrealized losses on disposition of rental property and impairments, net | $(3,488) | $(4,440) | $(2,709) | $(2,604) | | **Total discontinued operations, net** | **$(3,348)** | **$1,368** | **$(365)** | **$23,344** | [8. Revolving Credit Facility and Term Loans](index=32&type=section&id=8.%20REVOLVING%20CREDIT%20FACILITY%20AND%20TERM%20LOANS) The company terminated its 2021 credit agreement and entered a new agreement in July 2023 to fund the Rockpoint Redemption - The 2021 Credit Agreement was terminated on April 7, 2023, resulting in a **$2.7 million write-off** of unamortized deferred financing costs[101](index=101&type=chunk) - On July 25, 2023, a new 2023 Credit Agreement was established, including a **$60 million** senior secured revolving credit facility and a **$115 million** senior secured term loan[102](index=102&type=chunk) - Both the 2023 Revolving Credit Facility and 2023 Term Loan have a one-year term (ending July 2024) with a six-month extension option and are secured by 'The James' multifamily property[103](index=103&type=chunk)[104](index=104&type=chunk) - The Company drew the full **$115 million term loan** and **$52 million** from the revolving credit facility on July 25, 2023, to fund the Rockpoint Redemption[109](index=109&type=chunk) - The 2023 Credit Agreement includes financial covenants such as maximum total leverage ratio (**65%**), minimum debt service coverage ratio (**1.25x**), minimum tangible net worth ratio, and maximum unhedged variable rate debt ratio (**30%**)[107](index=107&type=chunk) [9. Mortgages, Loans Payable and Other Obligations](index=33&type=section&id=9.%20MORTGAGES%2C%20LOANS%20PAYABLE%20AND%20OTHER%20OBLIGATIONS) The company's debt totals $1.82 billion, is primarily fixed-rate or hedged, and is collateralized by 16 properties - As of June 30, 2023, 16 of the Company's properties (carrying value ~$2.6 billion) are encumbered by mortgages and loans payable[110](index=110&type=chunk) Summary of Indebtedness (in thousands) | Category | June 30, 2023 Balance | June 30, 2023 Weighted Average Interest Rate | December 31, 2022 Balance | December 31, 2022 Weighted Average Interest Rate | | :----------------------- | :-------------------- | :------------------------------------- | :-------------------- | :------------------------------------- | | Fixed Rate & Hedged Debt | $1,820,981 | 4.32% | $1,757,308 | 4.27% | | Other Variable Rate Debt | — | —% | $146,669 | 6.86% | | **Totals/Weighted Average** | **$1,820,981** | **4.32%** | **$1,903,977** | **4.47%** | - Cash paid for interest for the six months ended June 30, 2023, was **$40.1 million**, up from $37.0 million in 2022[115](index=115&type=chunk) - Interest capitalized by the Company for the six months ended June 30, 2023, was **zero**, compared to $10.5 million in 2022[115](index=115&type=chunk) - The Company was **in compliance** with its debt covenants as of June 30, 2023[110](index=110&type=chunk) [10. Employee Benefit 401(k) Plans](index=35&type=section&id=10.%20EMPLOYEE%20BENEFIT%20401(k)%20PLANS) The company offers a 401(k) plan with discretionary matching contributions, with total plan expenses decreasing in Q2 2023 - Employees can defer 1% to 60% of annual compensation to the 401(k) Plan; contributions are immediately vested[118](index=118&type=chunk) - Company matching/profit-sharing contributions vest at 20% per year after two years of service, reaching **100% after six years**[118](index=118&type=chunk) 401(k) Plan Expense (in thousands) | Period | 2023 | 2022 | | :--------------------------- | :----- | :----- | | Three Months Ended June 30, | $129 | $148 | | Six Months Ended June 30, | $277 | $330 | [11. Disclosure of Fair Value of Assets and Liabilities](index=35&type=section&id=11.%20DISCLOSURE%20OF%20FAIR%20VALUE%20OF%20ASSETS%20AND%20LIABILITIES) The company uses Level 3 inputs to estimate the fair value of its long-term debt and real estate assets, recognizing impairment charges on some - Fair value of long-term debt was approximately **$1.7 billion** (book value $1.8 billion) as of June 30, 2023, estimated using Level 3 inputs (discounted cash flow analysis)[121](index=121&type=chunk) - Derivative financial instruments are classified in **Level 2** of the fair value hierarchy, as credit valuation adjustments (Level 3 inputs) are not significant to the overall valuation[121](index=121&type=chunk) - Fair value measurements for rental properties and real estate held for sale are **Level 3 valuations**, relying on unobservable assumptions (discount rates, market capitalization rates, expected rental rates, estimated sales prices)[123](index=123&type=chunk)[124](index=124&type=chunk) - Impairment charges of **$3.6 million** (three months) and **$7.0 million** (six months) were recognized for one office and three land parcels held for sale due to unrecoverable carrying values[126](index=126&type=chunk) [12. Commitments and Contingencies](index=37&type=section&id=12.%20COMMITMENTS%20AND%20CONTINGENCIES) The company has commitments related to PILOT agreements, leases, and employee stay-on awards, with no material litigation expected PILOT Payments (in thousands) | Period | 2023 | 2022 | | :--------------------------- | :----- | :----- | | Three Months Ended June 30, | $1,955 | $3,016 | | Six Months Ended June 30, | $4,055 | $6,191 | Future Minimum Rental Payments for Office and Ground Leases (in thousands) | Year | Amount | | :------------------------ | :------- | | July 1 through December 31, 2023 | $636 | | 2024 | $1,272 | | 2025 | $1,279 | | 2026 | $1,279 | | 2027 | $1,280 | | 2028 through 2101 | $31,940 | | **Total lease payments** | **$37,686** | | Less: imputed interest | $(29,948) | | **Total** | **$7,738** | - The Company has outstanding stay-on award agreements with 23 employees, with a total potential cost of approximately **$2.9 million**, contingent on remaining with the Company until certain corporate transactions occur[138](index=138&type=chunk)[139](index=139&type=chunk) [13. Tenant Leases](index=39&type=section&id=13.%20TENANT%20LEASES) The company's commercial leases expire through 2032, with future minimum rentals totaling $52.12 million - Consolidated office properties are leased under operating leases with various expiration dates through 2032, including base rents, recoveries, and escalation charges[140](index=140&type=chunk) Future Minimum Rentals from Non-Cancelable Commercial Operating Leases (in thousands) | Year | Amount | | :------------------------ | :------- | | July 1 through December 31, 2023 | $6,718 | | 2024 | $12,084 | | 2025 | $10,952 | | 2026 | $8,822 | | 2027 | $5,749 | | 2028 and thereafter | $7,795 | | **Total** | **$52,120** | - Multifamily residential leases are excluded from the table as they generally expire within one year[141](index=141&type=chunk) [14. Redeemable Noncontrolling Interests](index=39&type=section&id=14.%20REDEEMABLE%20NONCONTROLLING%20INTERESTS) The company reclassified and subsequently redeemed Rockpoint's Preferred Units for $520 million post-period - Preferred Units held by Rockpoint were reclassified as **mandatorily redeemable noncontrolling interests** in Q2 2023 after VRT exercised its call right[155](index=155&type=chunk) - The estimated future redemption value of Rockpoint's Preferred Units was approximately **$487.6 million** as of June 30, 2023[156](index=156&type=chunk) - On July 25, 2023 (post-period), VRT and the Operating Partnership acquired all of Rockpoint's Preferred Units for an aggregate purchase price of **$520 million**, terminating the Original and Add On Investment Agreements[157](index=157&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk) - The Operating Partnership also has Series A and A-1 Preferred Limited Partnership Units, which are redeemable for cash at their stated value at the option of the holder, beginning five years from issuance[159](index=159&type=chunk)[162](index=162&type=chunk) [15. Veris Residential, Inc. Stockholders' Equity and Veris Residential, L.P.'s Partners' Capital](index=45&type=section&id=15.%20VERIS%20RESIDENTIAL%2C%20INC.%20STOCKHOLDERS'%20EQUITY%20AND%20VERIS%20RESIDENTIAL%2C%20L.P.'S%20PARTNERS'%20CAPITAL) This section details the equity structure and compensation plans for both the General Partner and the Operating Partnership - The General Partner's Charter includes restrictions on common stock transfer to maintain REIT qualification (not more than **50% owned by five or fewer individuals**)[165](index=165&type=chunk) Veris Residential, Inc. Stockholders' Equity Activity (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Opening Balance | $1,216,530 | $1,275,681 | $1,235,685 | $1,281,982 | | Net (loss) income available to common shareholders | $(27,434) | $26,373 | $(47,407) | $17,281 | | Stock Compensation | $3,381 | $2,509 | $6,852 | $4,466 | | Other comprehensive income (loss) | $1,399 | $(54) | $541 | $1,932 | | **Balance at June 30** | **$1,196,953** | **$1,296,280** | **$1,196,953** | **$1,296,280** | - The Company has a Dividend Reinvestment and Stock Purchase Plan (DRIP) with **5.4 million shares** reserved for issuance[169](index=169&type=chunk) - Unrecognized compensation cost for unvested Restricted Stock Awards is **$4.4 million** (weighted average period of 1.6 years) and for unvested LTIP awards is **$12.3 million** (weighted average period of 1.9 years) as of June 30, 2023[177](index=177&type=chunk)[184](index=184&type=chunk) Basic and Diluted EPS for Veris Residential, Inc. | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic EPS (Net loss/income) | $(0.30) | $0.25 | $(0.56) | $0.12 | | Diluted EPS (Net loss/income) | $(0.30) | $0.25 | $(0.56) | $0.12 | [16. Noncontrolling Interests in Subsidiaries](index=51&type=section&id=16.%20NONCONTROLLING%20INTERESTS%20IN%20SUBSIDIARIES) Noncontrolling interests primarily consist of units held by Limited Partners, whose ownership in the Operating Partnership decreased to 8.8% - Noncontrolling interests in subsidiaries include common and LTIP units in the Operating Partnership held by Limited Partners, and interests in consolidated joint ventures[195](index=195&type=chunk) Noncontrolling Interests Activity (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Opening Balance at January 1 | $157,439 | $165,120 | $163,652 | $167,436 | | Net (loss) income | $(2,701) | $8,277 | $1,042 | $12,842 | | Redemption of common units for common stock | $(4,192) | $(161) | $(9,051) | $(161) | | **Balance at June 30** | **$151,065** | **$170,893** | **$151,065** | **$170,893** | - As of June 30, 2023, noncontrolling common unitholders owned **8.8%** of the Operating Partnership, compared to 9.3% at December 31, 2022[204](index=204&type=chunk) - Changes in ownership percentages between Veris Residential, Inc. stockholders' equity and noncontrolling interests in the Operating Partnership are accounted for as **equity transactions**[196](index=196&type=chunk)[197](index=197&type=chunk) [17. Segment Reporting](index=53&type=section&id=17.%20SEGMENT%20REPORTING) The company operates in two segments, with the multifamily real estate segment significantly outperforming the commercial segment in revenue and NOI - The Company operates in two business segments: **multifamily real estate and services**, and **commercial and other real estate**[207](index=207&type=chunk) - Performance is evaluated based on **net operating income (NOI)** from combined properties and operations, excluding discontinued operations[208](index=208&type=chunk) Segment Total Revenues (in thousands) | Segment | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Commercial & Other Real Estate | $4,525 | $1,379 | $8,290 | $4,865 | | Multifamily Real Estate & Services | $64,144 | $52,876 | $126,422 | $99,393 | | Corporate & Other | $60 | $(442) | $976 | $(944) | | **Total Company** | **$68,729** | **$53,813** | **$135,688** | **$103,314** | Segment Net Operating Income (Loss) (in thousands) | Segment | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Commercial & Other Real Estate | $1,475 | $707 | $3,593 | $3,493 | | Multifamily Real Estate & Services | $43,134 | $29,293 | $76,994 | $50,536 | | Corporate & Other | $(45,908) | $(26,799) | $(76,032) | $(58,581) | | **Total Company** | **$(1,299)** | **$3,201** | **$4,555** | **$(4,552)** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, operational results, liquidity, and capital resources, detailing revenue and expense changes - The Company, a publicly traded REIT since 1994, has over **60 years of experience** in commercial real estate development, management, and ownership[218](index=218&type=chunk) - As of June 30, 2023, the Company owns or has interests in 31 properties (collectively, the "Properties") and developable land parcels, including **24 multifamily rental properties** (7,681 units) and non-core assets[220](index=220&type=chunk) - Post-period event: On July 25, 2023, the Company completed the **$520 million Rockpoint Redemption**, funded by a new $60 million revolving credit facility and a $115 million term loan[221](index=221&type=chunk) [Executive Overview](index=57&type=section&id=Executive%20Overview) The company highlights its real estate history, current asset portfolio, and the recent strategic shift to a pure-play multifamily REIT - Veris Residential, Inc. has been a publicly traded REIT since 1994, with over **60 years** in commercial real estate[218](index=218&type=chunk) - The Company's portfolio as of June 30, 2023, includes **24 multifamily rental properties** (7,681 units) and non-core assets (3 office, 4 parking/retail properties)[220](index=220&type=chunk) - On July 25, 2023, the Company completed the **$520 million Rockpoint Redemption**, financed by a new $60 million revolving credit facility and a $115 million term loan[221](index=221&type=chunk) [Critical Accounting Policies and Estimates](index=57&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Financial statements are prepared under GAAP, requiring significant management estimates and consolidating the Operating Partnership as a VIE - Financial statements are prepared in conformity with GAAP, requiring management estimates and assumptions that can materially affect reported amounts[225](index=225&type=chunk) - The Operating Partnership is considered a **variable interest entity (VIE)** of the parent company, Veris Residential, Inc., with its financial results consolidated[223](index=223&type=chunk)[224](index=224&type=chunk) - Certain reclassifications were made to prior period amounts to conform with current period presentation, primarily related to **discontinued operations**[225](index=225&type=chunk) [Results From Operations](index=59&type=section&id=Results%20From%20Operations) This section analyzes operational performance, detailing changes in revenues and expenses across different property categories [Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022](index=60&type=section&id=Three%20Months%20Ended%20June%2030%2C%202023%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202022) Revenues increased 28.7%, but a net loss was recorded due to higher interest costs and the absence of a large prior-year land sale gain Key Financial Performance (Three Months Ended June 30, in thousands) | Metric | 2023 | 2022 | Dollar Change | Percent Change | | :--------------------------------------- | :----- | :----- | :------------ | :------------- | | Total revenues | $68,729 | $53,813 | $14,916 | 27.7% | | Revenue from leases | $61,909 | $47,313 | $14,596 | 30.8% | | Total property expenses | $24,283 | $22,906 | $1,377 | 6.0% | | Operating income (loss) | $3,472 | $(9,800) | $13,272 | 135.4% | | Interest expense | $(21,692) | $(14,741) | $(6,951) | 47.2% | | Interest cost of mandatorily redeemable noncontrolling interests | $(13,390) | — | $(13,390) | 100.0% | | Gain (loss) on disposition of developable land | — | $55,125 | $(55,125) | (100.0)% | | Net (loss) income | $(30,135) | $34,650 | $(64,785) | (187.0)% | - Revenue from leases for Same-Store Properties increased by **$5.2 million (10.9%)** due to higher market rental rates and reduced concessions in multifamily properties[231](index=231&type=chunk) - General and administrative expenses decreased by **$1.9 million (16.9%)** due to lower severance costs in 2022 and cost reductions in 2023[236](index=236&type=chunk) - Interest and other investment income increased significantly by **$3.7 million (1,977.8%)** due to interest income from sales proceeds deposits[239](index=239&type=chunk) [Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022](index=63&type=section&id=Six%20Months%20Ended%20June%2030%2C%202023%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202022) Revenues grew 32.1%, but the company shifted to a net loss due to substantially higher interest costs and lower gains on land sales Key Financial Performance (Six Months Ended June 30, in thousands) | Metric | 2023 | 2022 | Dollar Change | Percent Change | | :--------------------------------------- | :----- | :----- | :------------ | :------------- | | Total revenues | $134,134 | $101,507 | $32,627 | 32.1% | | Revenue from leases | $121,747 | $91,256 | $30,491 | 33.4% | | Total property expenses | $50,169 | $46,412 | $3,757 | 8.1% | | Operating loss | $4,248 | $(26,990) | $31,238 | (115.7)% | | Interest expense | $(43,706) | $(26,348) | $(17,358) | 65.9% | | Interest cost of mandatorily redeemable noncontrolling interests | $(13,390) | — | $(13,390) | 100.0% | | Gain (loss) on disposition of developable land | $(22) | $57,748 | $(57,770) | (100.0)% | | Net (loss) income | $(46,365) | $30,123 | $(76,488) | (253.9)% | - Revenue from leases for Same-Store Properties increased by **$10.8 million (11.8%)** due to higher market rental rates and reduced concessions in multifamily properties[247](index=247&type=chunk) - General and administrative expenses decreased by **$11.1 million (35.9%)** due to higher severance costs in 2022 and cost reductions in 2023[252](index=252&type=chunk) - Interest and other investment income increased significantly by **$3.7 million (1,065.1%)** due to interest income from sales proceeds deposits[255](index=255&type=chunk) [Liquidity and Capital Resources](index=66&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Cash balances increased significantly due to investing activities, while the company reinstated its quarterly dividend to maintain REIT status - Rental revenue is the primary source of funds for operating expenses, debt service, capital expenditures, and dividends[261](index=261&type=chunk) - Non-recurring capital expenditures are financed through debt, equity, property sales, and joint venture capital[261](index=261&type=chunk) - Cash, cash equivalents, and restricted cash increased by **$376.9 million** to $424.6 million at June 30, 2023, from $47.6 million at December 31, 2022[270](index=270&type=chunk) - The increase in cash was primarily driven by **$451.6 million from investing activities** and $24.4 million from operating activities, offset by $99.1 million used in financing activities[270](index=270&type=chunk)[273](index=273&type=chunk) - To maintain REIT qualification, the General Partner must distribute at least **90%** of its REIT taxable income annually[264](index=264&type=chunk) - The Board of Directors reinstated a quarterly dividend of **$0.05 per common share**, payable October 10, 2023[265](index=265&type=chunk)[267](index=267&type=chunk) [Debt Financing](index=67&type=section&id=Debt%20Financing) The company's $1.83 billion debt is entirely fixed-rate or hedged, and a new credit agreement was established post-period for a major redemption Summary of Debt (in thousands) | Category | Balance ($000's) | % of Total | Weighted Average Interest Rate | Weighted Average Maturity in Years | | :------------------------ | :--------------- | :--------- | :----------------------------- | :------------------------------- | | Fixed Rate & Hedged Secured | $1,827,230 | 100.00% | 4.32% | 3.22 | | Unamortized deferred financing costs | $(6,249) | | | | | **Total Debt, Net** | **$1,820,981** | | | | Debt Maturities (in thousands) | Period | Scheduled Amortization | Principal Maturities | Total | Weighted Avg. Effective Interest Rate | | :------------------------ | :--------------------- | :------------------- | :------ | :------------------------------------ | | 2023 (Jul-Dec) | $1,790 | $58,998 | $60,788 | 3.58% | | 2024 | $5,037 | $605,324 | $610,361 | 5.02% | | 2025 | $8,384 | — | $8,384 | 3.39% | | 2026 | $8,780 | $483,000 | $491,780 | 4.23% | | 2027 | $8,158 | $305,319 | $313,477 | 3.66% | | Thereafter | $7,418 | $335,022 | $342,440 | 3.98% | | **Sub-total** | **$39,567** | **$1,787,663** | **$1,827,230** | **4.32%** | | Unamortized deferred financing costs | $(6,249) | — | $(6,249) | | | **Totals/Weighted Average** | **$33,318** | **$1,787,663** | **$1,820,981** | **4.32%** | - The 2021 Credit Agreement was terminated on April 7, 2023, resulting in a **$2.7 million write-off** of unamortized deferred financing costs[276](index=276&type=chunk) - A new 2023 Credit Agreement was entered into on July 25, 2023, providing a **$60 million** revolving credit facility and a **$115 million** term loan, both secured by 'The James' multifamily property[277](index=277&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk) - The proceeds from the new credit facilities were used to fund the **$520 million Rockpoint Redemption**[285](index=285&type=chunk) [Off-Balance Sheet Arrangements](index=70&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has guaranteed $2 million of its unconsolidated joint ventures' non-recourse debt - Debt of unconsolidated joint ventures is generally **non-recourse** to the Company[294](index=294&type=chunk) - As of June 30, 2023, the Company guaranteed **$2 million** of the $18.2 million outstanding debt of its unconsolidated joint ventures[294](index=294&type=chunk) [Funds from Operations](index=70&type=section&id=Funds%20from%20Operations) FFO decreased significantly to $7.87 million for the first half of 2023, down from $80.82 million in the prior year - FFO is defined as net income (loss) before noncontrolling interests in Operating Partnership, excluding gains/losses from depreciable rental property transactions and impairments, plus real estate-related depreciation and amortization[297](index=297&type=chunk) Funds from Operations (FFO) Available to Common Stock and Operating Partnership Unitholders (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (loss) income available to common shareholders | $(27,434) | $26,373 | $(47,407) | $17,281 | | Real estate-related depreciation and amortization on continuing operations | $26,064 | $23,413 | $52,053 | $44,352 | | Real estate-related depreciation and amortization on discontinued operations | $275 | $6,863 | $5,231 | $14,784 | | Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net | $3,488 | $4,440 | $2,709 | $2,604 | | **Funds from operations available to common stock and Operating Partnership unitholders** | **$(289)** | **$63,784** | **$7,868** | **$80,818** | [Disclosure Regarding Forward-Looking Statements](index=71&type=section&id=Disclosure%20Regarding%20Forward-Looking%20Statements) This section cautions readers that forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ - The report contains forward-looking statements subject to inherent risks, trends, and uncertainties[301](index=301&type=chunk) - Readers are cautioned not to place undue reliance on forward-looking statements, as **actual results may differ materially**[301](index=301&type=chunk) - Factors influencing forward-looking statements include general economic climate, real estate asset values, tenant bankruptcies, leasing ability, changes in supply/demand, interest rate volatility, operating costs, insurance, creditworthiness, and governmental regulations[302](index=302&type=chunk)[308](index=308&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuation, which it manages through fixed-rate debt and hedging instruments - The Company's primary market risk exposure is from **interest rate fluctuations** on its indebtedness[304](index=304&type=chunk) - Risk is managed by utilizing fixed-rate indebtedness or hedging floating-rate debt with interest rate swaps or caps[304](index=304&type=chunk) - As of June 30, 2023, approximately **$1.8 billion** of long-term debt bore interest at fixed rates[305](index=305&type=chunk) - A **100 basis point** increase or decrease in market rates on variable rate debt would result in an approximate **$5.5 million** annual change in interest costs (assuming no swaps/caps)[305](index=305&type=chunk) Debt Principal Cash Flows and Weighted-Average Interest Rates (June 30, 2023, in thousands) | Period | Fixed Rate Debt | Weighted Average Interest Rate | | :---------------- | :-------------- | :----------------------------- | | 7/1/23 - 12/31/2023 | $60,788 | 3.58% | | 2024 | $610,361 | 5.02% | | 2025 | $8,384 | 3.39% | | 2026 | $491,780 | 4.23% | | 2027 | $313,477 | 3.66% | | Thereafter | $342,440 | 3.98% | | **Total** | **$1,827,230** | **4.32%** | [Item 4. Controls and Procedures](index=73&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes in internal controls - Disclosure controls and procedures for both Veris Residential, Inc. and Veris Residential, L.P. were evaluated and deemed **effective** as of June 30, 2023[309](index=309&type=chunk)[311](index=311&type=chunk) - **No material changes** in internal control over financial reporting occurred during the fiscal quarter[310](index=310&type=chunk)[312](index=312&type=chunk) Part II – Other Information [Item 1. Legal Proceedings](index=74&type=section&id=Item%201.%20Legal%20Proceedings) There are no material pending legal proceedings against the company other than routine litigation incidental to its business - **No material pending legal proceedings** exist, beyond ordinary routine litigation[315](index=315&type=chunk) [Item 1A. Risk Factors](index=74&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2022 Annual Report on Form 10-K - **No material changes** to risk factors from the Annual Report on Form 10-K for December 31, 2022[316](index=316&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=74&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 270,585 shares of common stock in private offerings to common unit holders upon redemption of their units - **270,585 shares of common stock** were issued in private offerings to common unit holders of the Operating Partnership upon redemption during Q2 2023[317](index=317&type=chunk) - These sales were conducted pursuant to Section 4(a)(2) of the Securities Act, with holders being accredited investors[317](index=317&type=chunk) [Item 3. Defaults Upon Senior Securities](index=74&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period [Item 4. Mine Safety Disclosures](index=74&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period [Item 5. Other Information](index=74&type=section&id=Item%205.%20Other%20Information) This section details the significant post-period $520 million Rockpoint Redemption and the new credit facilities secured to fund it - On July 25, 2023, VRT and the Operating Partnership acquired all of Rockpoint's Preferred Units (Put/Call Interests) for **$520 million** (Rockpoint Redemption)[319](index=319&type=chunk)[320](index=320&type=chunk) - The Rockpoint Redemption **terminated the Original and Add On Investment Agreements** and all related rights and obligations with Rockpoint[321](index=321&type=chunk) - Concurrently, the Operating Partnership entered into a new 2023 Credit Agreement, establishing a **$60 million** senior secured revolving credit facility and a **$115 million** senior secured term loan[323](index=323&type=chunk)[324](index=324&type=chunk) - Both new credit facilities have a one-year term (extendable by six months), are secured by 'The James' multifamily property, and were used to fund the Rockpoint Redemption[325](index=325&type=chunk)[326](index=326&type=chunk)[331](index=331&type=chunk) - The 2023 Credit Agreement includes financial covenants (e.g., max total leverage ratio **65%**, min debt service coverage ratio **1.25x**) and a mandatory cash sweep provision[328](index=328&type=chunk) [Item 6. Exhibits](index=78&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate documents, key agreements, and Sarbanes-Oxley certifications - The exhibit index includes key corporate documents such as Articles of Amendment, Bylaws, and the Rockpoint Purchase Agreement[337](index=337&type=chunk) - It also lists the new Revolving Credit and Term Loan Agreement, Parent Guaranty, Subsidiary Guaranty, and Pledge and Security Agreement[337](index=337&type=chunk) - Certifications from the CEO and CFO under Sections 302 and 906 of the Sarbanes-Oxley Act are included for both the General Partner and Operating Partnership[337](index=337&type=chunk) [Signatures](index=80&type=section&id=Signatures) The report is duly signed by the Chief Executive Officer and Chief Financial Officer as of July 26, 2023 - The report is signed by Mahbod Nia (CEO) and Amanda Lombard (CFO) for both Veris Residential, Inc. and Veris Residential, L.P. on July 26, 2023[342](index=342&type=chunk)

Veris Residential, Inc. (NYSE:VRE) Q1 2023 Earnings Conference Call April 27, 2023 9:00 AM ET Company Participants Taryn Fielder - General Counsel, Secretary Mahbod Nia - Chief Executive Officer Amanda Lombard - Chief Financial Officer Conference Call Participants Tom Catherwood - BTIG Joshua Dennerlein - Bank of America Eric Wolfe - Citi Derek Johnston - Deutsche Bank Operator Good morning, and welcome to Veris Residential Inc.'s First Quarter 2023 Earnings Conference Call. All participants will be in list ...