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 ...

Table of Contents 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 March 31, 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. (Registrant's telephone number, including area code) Not Applicable Commission File N ...

Veris Residential Inc. (NYSE:VRE) Q4 2022 Earnings Conference Call February 22, 2023 8:30 AM ET Company Participants Mahbod Nia - Chief Executive Officer Amanda Lombard - Chief Financial Officer Taryn Fielder - General Counsel, Secretary Conference Call Participants Steve Sakwa - Evercore ISI Tom Catherwood - BTIG Joshua Dennerlein - Bank of America Nicholas Joseph - Citi John Pawlowski - Green Street Advisors Derek Johnston - Deutsche Bank Operator Good morning and welcome to the Veris Residential Inc. fou ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-13274 Veris Residential, Inc. Commission File Number: 333-57103: Veris Residential, L.P. VERIS RESIDENTIAL, INC. VERIS RESIDENTIAL, L.P. (Exact Name of Registrant a ...

Veris Residential, Inc. (NYSE:VRE) Q3 2022 Results Conference Call November 3, 2022 8:30 AM ET Company Participants Taryn Fielder - General Counsel Mahbod Nia - Chief Executive Officer Amanda Lombard - CFO Conference Call Participants Stephen Sakwa - Evercore ISI Nick Joseph - Citi Tom Catherwood - BTIG John Pawlowski - Green Street Advisors Operator Good morning, and welcome to the Veris Residential Third Quarter 2022 Earnings Conference Call [Operator Instructions. Please note, this event is being recorde ...

Veris Residential, Inc. (NYSE:VRE) Q2 2022 Earnings Conference Call August 4, 2022 8:30 AM ET Company Participants Mahbod Nia – Chief Executive Officer Amanda Lombard – Chief Financial Officer Conference Call Participants Brian Spahn – Evercore Michael Bilerman – Citi Nicholas Joseph – Citi Tom Catherwood – BTIG John Pawlowski – Green Street Advisors Operator Good day, everyone, and welcome to Veris Residential Second Quarter 2022 Earnings Conference Call. Today's call is being recorded. I would like to rem ...

Supplemental Operating and Financial Data Q2 2022 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 ...

Part I Financial Information [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements for Veris Residential, Inc. and L.P., detailing balance sheets, operations, cash flows, and accounting notes [Veris Residential, Inc. Financial Statements](index=7&type=section&id=Veris%20Residential%2C%20Inc.%20Financial%20Statements) Veris Residential, Inc. reported net income of **$17.3 million** for H1 2022, reversing a **$64.5 million** net loss in H1 2021, with total assets at **$4.31 billion** Veris Residential, Inc. Balance Sheet Summary ($ thousands) | Metric | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Assets | $4,310,997 | $4,527,318 | | Real estate held for sale, net | $368,625 | $618,646 | | Total Liabilities | $2,327,499 | $2,556,587 | | Total Equity | $1,467,173 | $1,449,418 | Veris Residential, Inc. Statement of Operations Summary ($ thousands, except EPS) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total Revenues | $177,459 | $154,220 | | Net Income (Loss) | $30,123 | $(60,510) | | Net Income (Loss) available to common shareholders | $17,281 | $(64,456) | | Diluted EPS | $0.12 | $(0.75) | Veris Residential, Inc. Cash Flow Summary ($ thousands) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $45,710 | $27,947 | | Net Cash from Investing Activities | $155,074 | $490,099 | | Net Cash from Financing Activities | $(198,810) | $(516,573) | [Veris Residential, L.P. Financial Statements](index=12&type=section&id=Veris%20Residential%2C%20L.P.%20Financial%20Statements) Veris Residential, L.P. reported net income of **$19.1 million** for H1 2022, reversing a **$70.9 million** net loss in H1 2021, with results similar to Veris Residential, Inc Veris Residential, L.P. Balance Sheet Summary ($ thousands) | Metric | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Assets | $4,310,997 | $4,527,318 | | Total Liabilities | $2,327,499 | $2,556,587 | | Total Partners' Capital | $1,428,530 | $1,409,035 | Veris Residential, L.P. Statement of Operations Summary ($ thousands, except EPU) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total Revenues | $177,459 | $154,220 | | Net Income (Loss) | $30,123 | $(60,510) | | Net Income (Loss) available to common unitholders | $19,078 | $(70,919) | | Diluted EPU | $0.12 | $(0.75) | [Notes to Consolidated Financial Statements](index=22&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies and financial activities, covering organizational structure, property transactions, debt, segment performance, and noncontrolling interests - As of June 30, 2022, the company's portfolio consisted of 36 properties, including 23 multifamily rental properties, six office properties, four parking/retail properties, and three hotels[50](index=50&type=chunk) - The company is in the process of selling its Suburban Office Portfolio, with results from these properties classified as discontinued operations. As of June 30, 2022, only one asset from this portfolio remained to be sold[67](index=67&type=chunk)[95](index=95&type=chunk) - The company operates in two business segments: (i) multifamily real estate and services and (ii) commercial and other real estate. For the six months ended June 30, 2022, the multifamily segment generated **$50.5 million** in net operating income, while the commercial segment generated **$48.2 million**[206](index=206&type=chunk)[209](index=209&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 and H1 2022 financial performance, attributing net income growth to property sales and reduced debt extinguishment losses, covering liquidity, capital, debt, and FFO [Results of Operations](index=57&type=section&id=Results%20of%20Operations) Net income significantly improved in Q2 and H1 2022, driven by a **$57.7 million** gain on land sales and reduced debt extinguishment losses, with same-store revenue from leases growing **5.2%** Net Income (Loss) Comparison ($ thousands) | Period | 2022 | 2021 | | :--- | :--- | :--- | | Three Months Ended June 30 | $34,650 | $(74,031) | | Six Months Ended June 30 | $30,123 | $(60,510) | - The increase in net income for the first six months of 2022 was primarily driven by a **$57.7 million** gain on the disposition of developable land and a significant reduction in losses from debt extinguishment compared to the prior year[259](index=259&type=chunk)[260](index=260&type=chunk) - Same-Store Properties' revenue from leases increased by **$3.5 million (5.2%)** in Q2 2022 compared to Q2 2021, mainly due to higher occupancy, increased market rental rates, and reduced concessions in the multifamily portfolio[229](index=229&type=chunk) [Liquidity and Capital Resources](index=65&type=section&id=Liquidity%20and%20Capital%20Resources) The company expects to meet liquidity needs via property sales and credit facilities, with total debt at **$2.23 billion** as of June 30, 2022, and the common dividend suspended for strategic transition - The company's primary sources of liquidity are rental revenue, proceeds from property sales, and borrowings under its revolving credit facility[264](index=264&type=chunk)[265](index=265&type=chunk) - The common stock dividend has been suspended since Q3 2020 and is expected to remain suspended through 2022 to provide financial flexibility during the company's strategic transition to a multifamily REIT[268](index=268&type=chunk) Debt Summary as of June 30, 2022 ($ thousands, %) | Debt Type | Balance ($000's) | % of Total | Weighted Avg. Interest Rate | | :--- | :--- | :--- | :--- | | Fixed Rate Secured | $1,532,416 | 68.50% | 3.70% | | Variable Rate Secured | $704,672 | 31.50% | 3.72% | | **Total** | **$2,237,088** | **100.00%** | **3.70%** | [Funds from Operations (FFO)](index=69&type=section&id=Funds%20from%20Operations) FFO available to common stock and OP unitholders was **$63.8 million** for Q2 2022 and **$80.8 million** for H1 2022, a significant improvement from prior-year losses, adjusted for real estate depreciation and property sales Funds from Operations (FFO) Reconciliation ($ thousands) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net income (loss) available to common shareholders | $26,373 | $(72,079) | | Adjustments (Depreciation, Property Sales, etc.) | $37,411 | $24,562 | | **FFO available to common stock and OP unitholders** | **$63,784** | **$(47,517)** | | **Metric** | **Six Months Ended June 30, 2022** | **Six Months Ended June 30, 2021** | | Net income (loss) available to common shareholders | $17,281 | $(64,456) | | Adjustments (Depreciation, Property Sales, etc.) | $63,536 | $33,325 | | **FFO available to common stock and OP unitholders** | **$80,817** | **$(31,131)** | [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate changes, with **$1.5 billion** in fixed-rate debt; a 100 basis point rate change would impact variable-rate debt interest costs by **$7.0 million** annually - The company's main market risk is interest rate risk, which affects its cost of funds and the value of its fixed-rate debt[305](index=305&type=chunk) - A 100 basis point increase or decrease in interest rates would change annual interest costs on variable-rate debt by approximately **$7.0 million**[307](index=307&type=chunk) [Controls and Procedures](index=72&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures for Veris Residential, Inc. and L.P. were effective as of June 30, 2022, with no material changes to internal control over financial reporting - Management concluded that the disclosure controls and procedures for both the General Partner (Veris Residential, Inc.) and the Operating Partnership (Veris Residential, L.P.) were effective as of June 30, 2022[310](index=310&type=chunk)[312](index=312&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[311](index=311&type=chunk)[313](index=313&type=chunk) Part II Other Information [Legal Proceedings](index=74&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material pending legal proceedings beyond ordinary routine litigation incidental to its business - There are no material pending legal proceedings against the company[316](index=316&type=chunk) [Risk Factors](index=74&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the company's Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes to risk factors were reported since the last annual report[317](index=317&type=chunk) [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) During Q2 2022, **11,508** shares of common stock were issued in private offerings in exchange for common units - In Q2 2022, **11,508** shares of common stock were issued in exchange for common units in private offerings under Section 4(a)(2) of the Securities Act[321](index=321&type=chunk)

Corporate Presentation JUNE 2022 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 safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forwardlooking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue ...