Veris Residential, Inc. [VRE] Filings

10-Q 1 vre-20240630.htm 10-Q vre-20240630


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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 June 30, 2024

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, L.P.

(Exact name of registrant as specified in its charter)


Maryland (Veris Residential, Inc.)						22-3305147 (Veris Residential, Inc.)
Delaware (Veris Residential, L.P.)						22-3315804 (Veris Residential, L.P.)
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Harborside 3, 210 Hudson St., Ste. 400, Jersey City, New Jersey						07311
(Address of principal executive offices)						(Zip Code)

(732) 590-1010

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Veris Residential, Inc.:


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

Veris Residential, L.P.:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.


Veris Residential, Inc.			Yes ☒ No ☐
Veris Residential, L.P.			Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Veris Residential, Inc.			Yes ☒ No ☐
Veris Residential, L.P.			Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Veris Residential, Inc.:

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging Growth Company ☐

Veris Residential, L.P.:

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging Growth Company ☐

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

Veris Residential, Inc. ☐

Veris Residential, L.P. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Veris Residential, Inc.			Yes ☐ No ☒
Veris Residential, L.P.			Yes ☐ No ☒

As of July 22, 2024, there were 92,893,924 shares of Veris Residential, Inc.’s Common Stock, par value $0.01 per share, outstanding.

Veris Residential, L.P. does not have any class of common equity that is registered pursuant to Section 12 of the Exchange Act.


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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2024 of Veris Residential, Inc. and Veris Residential, L.P. Unless stated otherwise or the context otherwise requires, references to the “Operating Partnership” mean Veris Residential, L.P., a Delaware limited partnership, and references to the “General Partner” mean Veris Residential, Inc., a Maryland corporation and real estate investment trust (“REIT”), and its subsidiaries, including the Operating Partnership. References to the “Company,” "Veris," “we,” “us” and “our” mean collectively the General Partner, the Operating Partnership and those entities/subsidiaries consolidated by the General Partner.

The Operating Partnership conducts the business of providing management, leasing, acquisition, development and tenant-related services for its General Partner. The Operating Partnership, through its operating divisions and subsidiaries, including the Veris property-owning partnerships and limited liability companies, is the entity through which all of the General Partner’s operations are conducted. The General Partner is the sole general partner of the Operating Partnership and has exclusive control of the Operating Partnership’s day-to-day management.

As of June 30, 2024, the General Partner owned an approximate 91.4 percent common unit interest in the Operating Partnership. The remaining approximate 8.6 percent common unit interest is owned by limited partners. The limited partners of the Operating Partnership are (1) persons who contributed their interests in properties to the Operating Partnership in exchange for common units (each, a “Common Unit”) or preferred units of limited partnership interest in the Operating Partnership or (2) recipients of long term incentive plan units of the Operating Partnership pursuant to the General Partner’s executive compensation plans.

A Common Unit of the Operating Partnership and a share of common stock of the General Partner (the “Common Stock”) have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Company. The General Partner owns a number of common units of the Operating Partnership equal to the number of issued and outstanding shares of the General Partner’s common stock. Common unitholders (other than the General Partner) have the right to redeem their Common Units, subject to certain restrictions under the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”) and agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance. The redemption is required to be satisfied in shares of Common Stock of the General Partner, cash, or a combination thereof, calculated as follows: one share of the General Partner’s Common Stock, or cash equal to the fair market value of a share of the General Partner’s Common Stock at the time of redemption, for each Common Unit. The General Partner, in its sole discretion, determines the form of redemption of Common Units (i.e., whether a common unitholder receives Common Stock of the General Partner, cash, or any combination thereof). If the General Partner elects to satisfy the redemption with shares of Common Stock of the General Partner as opposed to cash, the General Partner is obligated to issue shares of its Common Stock to the redeeming unitholder. Regardless of the rights described above, the common unitholders may not put their units for cash to the Company or the General Partner under any circumstances. With each such redemption, the General Partner’s percentage ownership in the Operating Partnership will increase. In addition, whenever the General Partner issues shares of its Common Stock other than to acquire Common Units, the General Partner must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to the General Partner an equivalent number of Common Units. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the quarterly reports on Form 10-Q of the General Partner and the Operating Partnership into this single report provides the following benefits:

•enhance investors’ understanding of the General Partner and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business of the Company;

•eliminate duplicative disclosure and provide a more streamlined and readable presentation because a substantial portion of the disclosure applies to both the General Partner and the Operating Partnership; and

•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between the General Partner and the Operating Partnership in the context of how they operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of the General Partner. The General Partner does not have any significant assets, liabilities or operations, other than its interests in the Operating Partnership, nor does the Operating Partnership have employees of its own. The Operating Partnership, not the General Partner, generally executes all


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significant business relationships other than transactions involving the securities of the General Partner. The Operating Partnership holds substantially all of the assets of the General Partner, including ownership interests in joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the General Partner, which are contributed to the capital of the Operating Partnership in consideration of common or preferred units in the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources include working capital, net cash provided by operating activities, borrowings under the Company’s revolving credit facility, the issuance of secured and unsecured debt and equity securities, and proceeds received from the disposition of properties and joint ventures.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the General Partner and the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements as is the General Partner’s interest in the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements comprise the interests of unaffiliated partners in various consolidated partnerships and development joint venture partners. The noncontrolling interests in the General Partner’s financial statements are the same noncontrolling interests at the Operating Partnership’s level and include limited partners of the Operating Partnership. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the General Partner and Operating Partnership levels.

To help investors better understand the key differences between the General Partner and the Operating Partnership, certain information for the General Partner and the Operating Partnership in this report has been separated, as set forth below:

•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Veris Residential, Inc. and Veris Residential, L.P.:

•Note 2. Significant Accounting Policies, where applicable;

•Note 13. Redeemable Noncontrolling Interests;

•Note 14. Veris Residential, Inc.’s Stockholders’ Equity and Veris Residential, L.P.’s Partners’ Capital; and

•Note 15. Noncontrolling Interests in Subsidiaries.

•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the General Partner and the Operating Partnership in order to establish that the requisite certifications have been made and that the General Partner and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.


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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

FORM 10-Q

INDEX


			Page
Part I	Financial Information
	Item 1.	Financial Statements (unaudited):
		Veris Residential, Inc.
		Consolidated Balance Sheets as of June 30 , 2024 and December 31, 2023	6
		Consolidated Statements of Operations for the three and six months ended June 30 , 2024 and 2023	7
		Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30 , 2024 and 2023	8
		Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2024 and 2023	9
		Consolidated Statements of Cash Flows for the six months ended June 30 , 2024 and 2023	11
		Veris Residential, L.P.
		Consolidated Balance Sheets as of June 30 , 2024 and December 31, 2023	12
		Consolidated Statements of Operations for the three and six months ended June 30 , 2024 and 2023	13
		Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended J une 30 , 2024 and 2023	14
		Consolidated Statements of Changes in Equity for the three and six months ended June 30 , 2024 and 2023	15
		Consolidated Statements of Cash Flows for the six months ended June 30 , 2024 and 2023	17
		Veris Residential, Inc. and Veris Residential, L.P.
		Notes to Consolidated Financial Statements	18
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
	Item 4.	Controls and Procedures	53
Part II	Other Information
		Veris Residential, Inc. and Veris Residential, L.P.
	Item 1.	Legal Proceedings	54
	Item 1A.	Risk Factors	54
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
	Item 3.	Defaults Upon Senior Securities	54
	Item 4.	Mine Safety Disclosures	54
	Item 5.	Other Information	54
	Item 6.	Exhibits	54
Exhibit Index			55
Signatures			56


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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

Part I – Financial Information

Item 1. Financial Statements

The accompanying unaudited consolidated balance sheets, statements of operations, of comprehensive income (loss), of changes in equity, and of cash flows and related notes thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair statement for the interim periods.

The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in Veris Residential, Inc.’s and Veris Residential, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The results of operations for the three and six-month periods ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited)

183


ASSETS	June 30, 2024		December 31, 2023
Rental property
Land and leasehold interests	$	463,826	$	474,499
Buildings and improvements	2,635,611		2,782,468
Tenant improvements	8,682		30,908
Furniture, fixtures and equipment	105,707		103,613
	3,213,826		3,391,488
Less – accumulated depreciation and amortization	(390,556)		(443,781)
	2,823,270		2,947,707
Real estate held for sale, net	—		58,608
Net investment in rental property	2,823,270		3,006,315
Cash and cash equivalents	18,398		28,007
Restricted cash	22,533		26,572
Investments in unconsolidated joint ventures	120,392		117,954
Unbilled rents receivable, net	1,805		5,500
Deferred charges and other assets, net	49,529		53,956
Accounts receivable	1,998		2,742

Total assets	$	3,037,925	$	3,241,046
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	54,189	$	—
Mortgages, loans payable and other obligations, net	1,632,765		1,853,897

Dividends and distributions payable	6,375		5,540
Accounts payable, accrued expenses and other liabilities	47,117		55,492
Rents received in advance and security deposits	11,280		14,985
Accrued interest payable	5,833		6,580
Total liabilities	1,757,559		1,936,494

Commitments and contingencies

Redeemable noncontrolling interests	9,294		24,999

Equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized, 92,821,785 and 92,229,424 shares outstanding	928		922
Additional paid-in capital	2,559,343		2,553,060
Dividends in excess of net earnings	(1,429,887)		(1,418,312)
Accumulated other comprehensive income	2,040		1,808
Total Veris Residential, Inc. stockholders’ equity	1,132,424		1,137,478

Noncontrolling interests in subsidiaries:
Operating Partnership	105,959		107,206
Consolidated joint ventures	32,689		34,869
Total noncontrolling interests in subsidiaries	138,648		142,075

Total equity	1,271,072		1,279,553

Total liabilities and equity	$	3,037,925	$	3,241,046

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
REVENUES	2024		2023		2024		2023
Revenue from leases	$	60,917	$	58,192	$	121,559	$	114,289
Real estate services	871		643		1,793		1,554
Parking income	3,922		3,998		7,667		7,726

Other income	1,766		1,373		3,797		3,235
Total revenues	67,476		64,206		134,816		126,804
EXPENSES
Real estate taxes	9,502		6,298		18,679		15,857
Utilities	1,796		1,761		4,067		3,824
Operating services	12,628		12,232		25,198		23,615
Real estate services expenses	4,366		4,389		9,608		6,332
General and administrative	8,975		9,572		20,063		19,853
Transaction related costs	890		3,319		1,406		4,347
Depreciation and amortization	20,316		21,831		40,433		43,619

Land and other impairments, net	—		—		—		3,396
Total expenses	58,473		59,402		119,454		120,843
OTHER (EXPENSE) INCOME
Interest expense	(21,676)		(21,692)		(43,176)		(43,706)
Interest cost of mandatorily redeemable noncontrolling interests	—		(13,390)		—		(13,390)
Interest and other investment income	1,536		3,927		2,074		4,043
Equity in earnings of unconsolidated joint ventures	2,933		2,700		3,187		2,633

Gain (loss) on disposition of developable land	10,731		—		11,515		(22)
Gain on sale of unconsolidated joint venture interests	—		—		7,100		—
Loss from extinguishment of debt, net	(785)		(2,657)		(785)		(2,657)
Other income (expense), net	(250)		853		5		2,851
Total other (expense) income, net	(7,511)		(30,259)		(20,080)		(50,248)
Income (loss) from continuing operations before income tax expense	1,492		(25,455)		(4,718)		(44,287)
Provision for income taxes	(176)		—		(235)		—
Income (loss) from continuing operations after income tax expense	1,316		(25,455)		(4,953)		(44,287)

Discontinued operations:
Income (loss) from discontinued operations	1,419		(1,192)		1,671		631
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	—		(3,488)		1,548		(2,709)
Total discontinued operations, net	1,419		(4,680)		3,219		(2,078)
Net income (loss)	2,735		(30,135)		(1,734)		(46,365)
Noncontrolling interests in consolidated joint ventures	543		636		1,038		1,223
Noncontrolling interests in Operating Partnership of income from continuing operations	(153)		2,265		370		4,542
Noncontrolling interests in Operating Partnership in discontinued operations	(122)		417		(277)		176
Redeemable noncontrolling interests	(81)		(617)		(378)		(6,983)
Net income (loss) available to common shareholders	$	2,922	$	(27,434)	$	(981)	$	(47,407)

Basic earnings per common share:
Income (loss) from continuing operations	$	0.02	$	(0.25)	$	(0.04)	$	(0.54)
Discontinued operations	0.01		(0.05)		0.03		(0.02)
Net income (loss) available to common shareholders	$	0.03	$	(0.30)	$	(0.01)	$	(0.56)

Diluted earnings per common share:
Income (loss) from continuing operations	$	0.02	$	(0.25)	$	(0.04)	$	(0.54)
Discontinued operations	0.01		(0.05)		0.03		(0.02)
Net income (loss) available to common shareholders	$	0.03	$	(0.30)	$	(0.01)	$	(0.56)

Basic weighted average shares outstanding	92,663		91,873		92,469		91,551

Diluted weighted average shares outstanding	101,952		100,854		101,160		100,691

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net income (loss)	$	2,735	$	(30,135)	$	(1,734)	$	(46,365)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments	(838)		1,536		254		591
Comprehensive income (loss)	$	1,897	$	(28,599)	$	(1,480)	$	(45,774)
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures	543		636		1,038		1,223
Comprehensive income attributable to redeemable noncontrolling interests	(81)		(617)		(378)		(6,983)
Comprehensive (income) loss attributable to noncontrolling interests in Operating Partnership	(203)		2,545		71		4,668
Comprehensive income (loss) attributable to common shareholders	$	2,156	$	(26,035)	$	(749)	$	(46,866)

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) (unaudited)


	Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
For the Three Months Ended June 30, 2024	Shares	Par Value
Balance at April 1, 2024	92,385	$	924	$	2,555,700	$	(1,427,199)	$	2,806	$	139,985	$	1,272,216
Net income (loss)	—	—		—		2,922		—		(187)		2,735
Shares issued under ATM Program, net	134	1		1,885		—		—		—		1,886
Common stock dividends	—	—		—		(5,610)		—		—		(5,610)
Unit distributions	—	—		—		—		—		(521)		(521)
Redeemable noncontrolling interests	—	—		—		—		—		(81)		(81)
Change in noncontrolling interests in consolidated joint ventures	—	—				—		—		(209)		(209)
Redemption of common units for common stock	9	—		113		—		—		(113)		—

Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		3		—		—		—		3
Directors' deferred compensation plan	—	—		99		—		—		—		99
Stock compensation	417	4		3,195		—		—		—		3,199
Cancellation of restricted shares	(123)	(1)		(1,806)		—		—		—		(1,807)
Other comprehensive loss	—	—		—		—		(766)		(72)		(838)
Rebalancing of ownership percentage between parent and subsidiaries	—	—		154		—		—		(154)		—
Balance at June 30, 2024	92,822	$	928	$	2,559,343	$	(1,429,887)	$	2,040	$	138,648	$	1,271,072



	Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
For the Three Months Ended June 30, 2023	Shares	Par Value
Balance at April 1, 2023	91,620	$	915	$	2,533,854	$	(1,321,358)	$	3,119	$	157,439	$	1,373,969
Net loss	—	—		—		(27,434)		—		(2,701)		(30,135)


Redeemable noncontrolling interests	—	—				—		—		(617)		(617)

Redemption of common units for common stock	271	3		4,189		—		—		(4,192)		—
Redemption of common units	—	—		—		—		—		(78)		(78)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		1		—		—		—		1
Directors' deferred compensation plan	21	—		86		—		—		—		86
Stock compensation	144	—		3,381		—		—		94		3,475
Cancellation of restricted shares	(15)	—		(219)		—		—		—		(219)
Other comprehensive income	—	—		—		—		1,399		137		1,536
Rebalancing of ownership percentage between parent and subsidiaries	—	—		(983)		—		—		983		—
Balance at June 30, 2023	92,041	$	918	$	2,540,309	$	(1,348,792)	$	4,518	$	151,065	$	1,348,018

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) (unaudited)


	Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
For the Six Months Ended June 30, 2024	Shares	Par Value
Balance at January 1, 2024	92,229	$	922	$	2,553,060	$	(1,418,312)	$	1,808	$	142,075	$	1,279,553
Net loss	—	—		—		(981)		—		(753)		(1,734)
Shares issued under ATM Program, net	134	1		1,830		—		—		—		1,831
Common stock dividends	—	—		—		(10,594)		—		—		(10,594)
Unit distributions	—	—		—		—		—		(978)		(978)
Redeemable noncontrolling interests	—	—				—		—		(378)		(378)
Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		(1,142)		(1,142)
Redemption of common units for common stock	9	—		113		—		—		(113)		—
Redemption of common units	—	—		—		—		—		—		—
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		4		—		—		—		4
Directors' deferred compensation plan	—	—		198		—		—		—		198
Stock compensation	675	7		7,392		—		—				7,399
Cancellation of restricted shares	(225)	(2)		(3,339)		—		—		—		(3,341)
Other comprehensive income	—	—		—		—		232		22		254
Rebalancing of ownership percentage between parent and subsidiaries	—	—		85		—		—		(85)		—
Balance at June 30, 2024	92,822	$	928	$	2,559,343	$	(1,429,887)	$	2,040	$	138,648	$	1,271,072


	Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
For the Six Months Ended June 30, 2023	Shares	Par Value
Balance at January 1, 2023	91,142	$	911	$	2,532,182	$	(1,301,385)	$	3,977	$	163,652	$	1,399,337
Net (loss) income	—	—		—		(47,407)		—		1,042		(46,365)


Redeemable noncontrolling interests	—	—		(4,516)		—		—		(7,444)		(11,960)
Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		(562)		(562)
Redemption of common units for common stock	650	7		9,044		—		—		(9,051)		—
Redemption of common units	—	—		—		—		—		(94)		(94)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—		2		—		—		—		2
Directors' deferred compensation plan	21	—		196		—		—		—		196
Stock compensation	259	—		6,852		—		—		487		7,339
Cancellation of restricted shares	(31)	—		(466)		—		—		—		(466)
Other comprehensive income	—	—		—		—		541		50		591
Rebalancing of ownership percentage between parent and subsidiaries	—	—		(2,985)		—		—		2,985		—
Balance at June 30, 2023	92,041	$	918	$	2,540,309	$	(1,348,792)	$	4,518	$	151,065	$	1,348,018

The accompanying notes are an integral part of these consolidated financial statements


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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)


	Six Months Ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES	2024		2023
Net loss	$	(1,734)	$	(46,365)
Net (income) loss from discontinued operations	(3,219)		2,078
Net loss from continuing operations	(4,953)		(44,287)
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets	40,417		43,541
Amortization of deferred compensation stock units	198		196
Amortization of stock compensation	7,348		7,339
Amortization of deferred financing costs	2,811		1,808

Equity in earnings of unconsolidated joint ventures	(3,187)		(2,633)



(Gain) loss on disposition of developable land	(11,515)		22

Gain on sale of unconsolidated joint ventures	(7,100)		—
Land and other impairments, net	—		3,396
Loss from extinguishment of debt	785		2,657
Gain on insurance proceeds	(5)		(2,851)

Interest cost of mandatorily redeemable noncontrolling interests	—		13,390
Changes in operating assets and liabilities:
(Increase) decrease in unbilled rents receivable, net	(247)		1,088
Decrease in deferred charges and other assets	7,293		3,856
Increase in accounts receivable, net	(465)		(485)
Decrease in accounts payable, accrued expenses and other liabilities	(4,080)		(7,341)
(Decrease) increase in rents received in advance and security deposits	(558)		925
(Decrease) increase in accrued interest payable	(747)		158
Net cash flows provided by operating activities - continuing operations	25,995		20,779
Net cash flows provided by operating activities - discontinued operations	548		3,585

Net cash provided by operating activities	$	26,543	$	24,364

CASH FLOWS FROM INVESTING ACTIVITIES

Rental property additions, improvements and other costs	$	(5,670)	$	(6,449)
Development of rental property and other related costs	(3,970)		(5,647)
Proceeds from the sales of developable land	88,962		6,528
Proceeds from sale of investments in joint ventures	6,095		—
Repayment of notes receivable	32		1,257

Investment in unconsolidated joint ventures	(226)		(98)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	3,281		6,454
Proceeds from insurance settlements	255		3,239

Net cash provided by investing activities - continuing operations	88,759		5,284
Net cash provided by investing activities - discontinued operations	77,184		446,350

Net cash provided by investing activities	$	165,943	$	451,634

CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility	$	—	$	16,000
Repayment of revolving credit facility	—		(16,000)
Borrowings from term loans	55,000		—



Repayment of mortgages, loans payable and other obligations	(223,922)		(84,258)
Redemption of redeemable noncontrolling interests, net	(15,700)		—
Payment of early debt extinguishment costs	—		(251)
Common unit redemptions	—		(94)
Payment of financing costs	(7,744)		(1,721)
Contribution from noncontrolling interests	108		—
Distribution to noncontrolling interests	(1,249)		—
Distributions to redeemable noncontrolling interests	(384)		(12,731)
Payment of common dividends and distributions	(10,737)		(38)
Share issuance proceeds (costs), net	1,831		—
Other financing activities	(3,337)		—
Net cash used in financing activities	$	(206,134)	$	(99,093)

Net (decrease) increase in cash and cash equivalents	$	(13,648)	$	376,905
Cash, cash equivalents and restricted cash, beginning of period (1)	54,579		47,649

Cash, cash equivalents and restricted cash, end of period (2)	$	40,931	$	424,554

(1)Includes Restricted Cash of $26,572 and $20,867 as of December 31, 2023 and 2022, respectively.

(2)Includes Restricted Cash of $22,533 and $27,614 as of June 30, 2024 and 2023, respectively.

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except per unit amounts) (unaudited)


ASSETS	June 30, 2024		December 31, 2023
Rental property
Land and leasehold interests	$	463,826	$	474,499
Buildings and improvements	2,635,611		2,782,468
Tenant improvements	8,682		30,908
Furniture, fixtures and equipment	105,707		103,613
	3,213,826		3,391,488
Less – accumulated depreciation and amortization	(390,556)		(443,781)
	2,823,270		2,947,707
Real estate held for sale, net	—		58,608
Net investment in rental property	2,823,270		3,006,315
Cash and cash equivalents	18,398		28,007
Restricted cash	22,533		26,572
Investments in unconsolidated joint ventures	120,392		117,954
Unbilled rents receivable, net	1,805		5,500
Deferred charges and other assets, net	49,529		53,956
Accounts receivable	1,998		2,742

Total assets	$	3,037,925	$	3,241,046
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	54,189	$	—
Mortgages, loans payable and other obligations, net	1,632,765		1,853,897

Dividends and distributions payable	6,375		5,540
Accounts payable, accrued expenses and other liabilities	47,117		55,492
Rents received in advance and security deposits	11,280		14,985
Accrued interest payable	5,833		6,580
Total liabilities	1,757,559		1,936,494

Commitments and contingencies

Redeemable noncontrolling interests	9,294		24,999

Partners’ Capital:
General Partner, 92,821,785 and 92,229,424 common units outstanding	1,066,602		1,071,973
Limited partners, 8,685,214 and 8,692,561 common units/LTIPs outstanding	169,741		170,903
Accumulated other comprehensive income	2,040		1,808
Total Veris Residential, L.P. partners’ capital	1,238,383		1,244,684

Noncontrolling interests in consolidated joint ventures	32,689		34,869

Total equity	1,271,072		1,279,553

Total liabilities and equity	$	3,037,925	$	3,241,046

The accompanying notes are an integral part of these consolidated financial statements.


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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit amounts) (unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
REVENUES	2024		2023		2024		2023
Revenue from leases	$	60,917	$	58,192	$	121,559	$	114,289
Real estate services	871		643		1,793		1,554
Parking income	3,922		3,998		7,667		7,726

Other income	1,766		1,373		3,797		3,235
Total revenues	67,476		64,206		134,816		126,804
EXPENSES
Real estate taxes	9,502		6,298		18,679		15,857
Utilities	1,796		1,761		4,067		3,824
Operating services	12,628		12,232		25,198		23,615
Real estate services expenses	4,366		4,389		9,608		6,332
General and administrative	8,975		9,572		20,063		19,853
Transaction related costs	890		3,319		1,406		4,347
Depreciation and amortization	20,316		21,831		40,433		43,619

Land and other impairments, net	—		—		—		3,396
Total expenses	58,473		59,402		119,454		120,843
OTHER (EXPENSE) INCOME
Interest expense	(21,676)		(21,692)		(43,176)		(43,706)
Interest cost of mandatorily redeemable noncontrolling interests	—		(13,390)		—		(13,390)
Interest and other investment income	1,536		3,927		2,074		4,043
Equity in earnings of unconsolidated joint ventures	2,933		2,700		3,187		2,633

Gain (loss) on disposition of developable land	10,731		—		11,515		(22)
Gain on sale of unconsolidated joint venture interests	—		—		7,100		—
Loss from extinguishment of debt, net	(785)