vre-20230331

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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 March 31, 2023

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 April 24, 2023, there were 91,681,639 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 March 31, 2023 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,” “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 March 31, 2023, the General Partner owned an approximate 91.0 percent common unit interest in the Operating Partnership. The remaining approximate 9.0 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 14. Redeemable Noncontrolling Interests;

•Note 15. Veris Residential, Inc.’s Stockholders’ Equity and Veris Residential, L.P.’s Partners’ Capital;

•Note 16. Noncontrolling Interests in Subsidiaries; and

•Note 17. Segment Reporting, where applicable.

•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 March 3 1 , 202 3 and December 31, 20 2 2	6
		Consolidated Statements of Operations for the three months ended March 3 1 , 202 3 and 202 2	7
		Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 3 1 , 202 3 and 202 2	8
		Consolidated Statements of Changes in Equity for the three m onths ended March 3 1 , 202 3 and 202 2	9
		Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 3 and 20 2 2	10
		Veris Residential, L.P.
		Consolidated Balance Sheets as of March 3 1 , 202 3 and December 31, 202 2	11
		Consolidated Statements of Operations for the three months ended March 3 1 , 202 3 and 20 2 2	12
		Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 3 1 , 202 3 and 202 2	13
		Consolidated Statements of Changes in Equity for the three months ended March 3 1 , 202 3 and 202 2	14
		Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 3 and 202 2	15
		Veris Residential, Inc. and Veris Residential, L.P.
		Notes to Consolidated Financial Statements	16
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
	Item 4.	Controls and Procedures	57
Part II	Other Information
		Veris Residential, Inc. and Veris Residential, L.P.
	Item 1.	Legal Proceedings	59
	Item 1A.	Risk Factors	59
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
	Item 3.	Defaults Upon Senior Securities	59
	Item 4.	Mine Safety Disclosures	59
	Item 5.	Other Information	59
	Item 6.	Exhibits	59
Exhibit Index			60
Signatures			61

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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, 2022.

The results of operations for the three month period ended March 31, 2023 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)


ASSETS	March 31, 2023		December 31, 2022
Rental property
Land and leasehold interests	$	482,254	$	492,204
Buildings and improvements	2,906,269		3,332,315
Tenant improvements	42,089		122,509
Furniture, fixtures and equipment	99,342		99,094
	3,529,954		4,046,122
Less – accumulated depreciation and amortization	(442,047)		(631,910)
	3,087,907		3,414,212
Real estate held for sale, net	397,499		193,933
Net investment in rental property	3,485,406		3,608,145
Cash and cash equivalents	37,487		26,782
Restricted cash	19,642		20,867
Investments in unconsolidated joint ventures	124,218		126,158
Unbilled rents receivable, net	40,960		39,734
Deferred charges and other assets, net	88,392		96,162
Accounts receivable	4,551		2,920

Total assets	$	3,800,656	$	3,920,768
LIABILITIES AND EQUITY

Mortgages, loans payable and other obligations, net	$	1,820,498	$	1,903,977
Dividends and distributions payable	110		110
Accounts payable, accrued expenses and other liabilities	55,990		72,041
Rents received in advance and security deposits	22,795		22,941
Accrued interest payable	7,086		7,131
Total liabilities	1,906,479		2,006,200

Commitments and contingencies

Redeemable noncontrolling interests	520,208		515,231

Equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized, 91,620,404 and 91,141,649 shares outstanding	915		911
Additional paid-in capital	2,533,854		2,532,182
Dividends in excess of net earnings	(1,321,358)		(1,301,385)
Accumulated other comprehensive income	3,119		3,977
Total Veris Residential, Inc. stockholders’ equity	1,216,530		1,235,685

Noncontrolling interests in subsidiaries:
Operating Partnership	121,045		126,109
Consolidated joint ventures	36,394		37,543
Total noncontrolling interests in subsidiaries	157,439		163,652

Total equity	1,373,969		1,399,337

Total liabilities and equity	$	3,800,656	$	3,920,768

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 March 31,
REVENUES	2023		2022
Revenue from leases	$	59,678	$	40,508
Real estate services	911		910
Parking income	4,459		3,682

Other income	1,877		1,069
Total revenues	66,925		46,169

EXPENSES
Real estate taxes	11,142		7,837
Utilities	2,689		2,409
Operating services	11,970		8,480
Real estate services expenses	1,943		2,363
General and administrative	10,286		19,451
Transaction related costs	1,027		—
Depreciation and amortization	23,876		18,838

Land and other impairments, net	3,396		2,932
Total expenses	66,329		62,310

OTHER (EXPENSE) INCOME
Interest expense	(22,014)		(11,606)
Interest and other investment income	116		158
Equity in earnings (loss) of unconsolidated joint ventures	(68)		(487)

(Loss) gain on disposition of developable land	(22)		2,623

Other income, net	1,998		—
Total other (expense) income, net	(19,990)		(9,312)
Loss from continuing operations	(19,394)		(25,453)
Discontinued operations:
Income from discontinued operations	2,384		19,090
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	780		1,836
Total discontinued operations, net	3,164		20,926
Net loss	(16,230)		(4,527)
Noncontrolling interests in consolidated joint ventures	587		974
Noncontrolling interests in Operating Partnership of income from continuing operations	2,329		2,779
Noncontrolling interests in Operating Partnership in discontinued operations	(293)		(1,881)
Redeemable noncontrolling interests	(6,366)		(6,437)
Net loss available to common shareholders	$	(19,973)	$	(9,092)

Basic earnings per common share:
Loss from continuing operations	$	(0.30)	$	(0.34)
Discontinued operations	0.03		0.21
Net loss available to common shareholders	$	(0.27)	$	(0.13)

Diluted earnings per common share:
Loss from continuing operations	$	(0.30)	$	(0.34)
Discontinued operations	0.03		0.21
Net loss available to common shareholders	$	(0.27)	$	(0.13)

Basic weighted average shares outstanding	91,226		90,951

Diluted weighted average shares outstanding	100,526		99,934

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 March 31,
	2023		2022

Net loss	$	(16,230)	$	(4,527)
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments for interest rate swaps	(945)		2,182
Comprehensive income (loss)	$	(17,175)	$	(2,345)
Comprehensive (income) loss attributable to noncontrolling interests in consolidated joint ventures	587		974
Comprehensive (income) loss attributable to redeemable noncontrolling interests	(6,366)		(6,437)
Comprehensive (income) loss attributable to noncontrolling interests in Operating Partnership	2,123		702
Comprehensive income (loss) attributable to common shareholders	$	(20,831)	$	(7,106)

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 March 31, 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 income (loss)	—	—	—		(19,973)		—		3,743		(16,230)


Redeemable noncontrolling interests	—	—	(4,516)		—		—		(6,827)		(11,343)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		(562)		(562)
Redemption of common units for common stock	379	4	4,855		—		—		(4,859)		—
Redemption of common units	—	—	—		—		—		(16)		(16)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	1		—		—		—		1
Directors' deferred compensation plan	—	—	110		—		—		—		110
Stock compensation	115	—	3,471		—		—		393		3,864
Cancellation of restricted shares	(16)	—	(247)		—		—		—		(247)
Other comprehensive loss	—	—	—		—		(858)		(87)		(945)
Rebalancing of ownership percentage between parent and subsidiaries	—	—	(2,002)		—		—		2,002		—
Balance at March 31, 2023	91,620	915	$	2,533,854	$	(1,321,358)	$	3,119	$	157,439	$	1,373,969


	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 March 31, 2022	Shares	Par Value
Balance at January 1, 2022	90,948	909	$	2,530,383	$	(1,249,319)	$	9	$	167,436	$	1,449,418
Net income (loss)	—	—	—		(9,092)		—		4,565		(4,527)

Common unit distributions	—	—	—		—		—		218		218
Redeemable noncontrolling interests	—	—	(2,942)		—		—		(6,728)		(9,670)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		11		11

Redemption of common units	—	—	—		—		—		(1,442)		(1,442)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	1	—	11		—		—		—		11
Directors' deferred compensation plan	—	—	110		—		—		—		110
Stock compensation	7	—	1,957		—		—		2,533		4,490

Other comprehensive income	—	—	—		—		1,986		196		2,182
Rebalancing of ownership percentage between parent and subsidiaries	—	—	1,669		—		—		(1,669)		—
Balance at March 31, 2022	90,956	909	$	2,531,188	$	(1,258,411)	$	1,995	$	165,120	$	1,440,801

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)


	Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES	2023		2022
Net loss	$	(16,230)	$	(4,527)
Net income from discontinued operations	(3,164)		(20,926)
Net loss from continuing operations	(19,394)		(25,453)
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets	23,853		18,849
Amortization of deferred compensation stock units	110		110
Amortization of stock compensation	3,864		4,490
Amortization of deferred financing costs	1,187		1,177

Equity in (earnings) loss of unconsolidated joint ventures	68		487
Distributions of cumulative earnings from unconsolidated joint ventures	—		13


Loss (gain) on disposition of developable land	22		(2,623)


Land and other impairments, net	3,396		2,932

Gain on insurance proceeds	(1,998)		—

Changes in operating assets and liabilities:
(Increase) decrease in unbilled rents receivable, net	(142)		2,030
Decrease (increase) in deferred charges and other assets	2,717		(3,390)
Decrease in accounts receivable, net	291		84
(Decrease) increase in accounts payable, accrued expenses and other liabilities	(6,256)		2,166
Increase in rents received in advance and security deposits	322		834
Increase (decrease) in accrued interest payable	281		(101)
Net cash flows provided by operating activities - continuing operations	8,321		1,605
Net cash flows provided by operating activities - discontinued operations	3,776		29,896

Net cash provided by operating activities	$	12,097	$	31,501

CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles	$	—	$	(5,000)
Rental property additions, improvements and other costs	(2,786)		(5,395)
Development of rental property and other related costs	(2,928)		(21,152)
Proceeds from the sales of rental property	6,364		28,596

Repayment of notes receivable	769		709
Proceeds from insurance settlements	2,939		—
Investment in unconsolidated joint ventures	(43)		—
Distributions in excess of cumulative earnings from unconsolidated joint ventures	1,915		2,227
Net cash provided by (used in) investing activities - continuing operations	6,230		(15)
Net cash provided by investing activities - discontinued operations	83,006		193,070

Net cash provided by investing activities	$	89,236	$	193,055

CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility	$	16,000	$	18,000
Repayment of revolving credit facility	(16,000)		(88,000)



Proceeds from mortgages and loans payable	—		16,479
Repayment of mortgages, loans payable and other obligations	(84,128)		(150,122)
Redemption of redeemable noncontrolling interests, net	—		(12,000)
Payment of early debt extinguishment costs	—		(5,140)
Common unit redemptions	—		(1,442)
Payment of financing costs	(1,359)		—
Contribution from noncontrolling interests	—		11
Distributions to redeemable noncontrolling interests	(6,366)		(6,471)
Payment of common dividends and distributions	—		(35)

Net cash used in financing activities	$	(91,853)	$	(228,720)

Net increase (decrease) in cash and cash equivalents	$	9,480	$	(4,164)
Cash, cash equivalents and restricted cash, beginning of period (1)	47,649		51,455

Cash, cash equivalents and restricted cash, end of period (2)	$	57,129	$	47,291

(1)Includes Restricted Cash of $20,867 and $19,701 as of December 31, 2022 and 2021, respectively.

(2)Includes Restricted Cash of $19,642 and $21,153 as of March 31, 2023 and 2022, 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	March 31, 2023		December 31, 2022
Rental property
Land and leasehold interests	$	482,254	$	492,204
Buildings and improvements	2,906,269		3,332,315
Tenant improvements	42,089		122,509
Furniture, fixtures and equipment	99,342		99,094
	3,529,954		4,046,122
Less – accumulated depreciation and amortization	(442,047)		(631,910)
	3,087,907		3,414,212
Real estate held for sale, net	397,499		193,933
Net investment in rental property	3,485,406		3,608,145
Cash and cash equivalents	37,487		26,782
Restricted cash	19,642		20,867
Investments in unconsolidated joint ventures	124,218		126,158
Unbilled rents receivable, net	40,960		39,734
Deferred charges and other assets, net	88,392		96,162
Accounts receivable	4,551		2,920

Total assets	$	3,800,656	$	3,920,768
LIABILITIES AND EQUITY

Mortgages, loans payable and other obligations, net	$	1,820,498	$	1,903,977
Distributions payable	110		110
Accounts payable, accrued expenses and other liabilities	55,990		72,041
Rents received in advance and security deposits	22,795		22,941
Accrued interest payable	7,086		7,131
Total liabilities	1,906,479		2,006,200

Commitments and contingencies

Redeemable noncontrolling interests	520,208		515,231

Partners’ Capital:
General Partner, 91,620,404 and 91,141,649 common units outstanding	1,147,640		1,163,935
Limited partners, 9,116,254 and 9,301,521 common units/LTIPs outstanding	186,816		193,882
Accumulated other comprehensive income	3,119		3,977
Total Veris Residential, L.P. partners’ capital	1,337,575		1,361,794

Noncontrolling interests in consolidated joint ventures	36,394		37,543

Total equity	1,373,969		1,399,337

Total liabilities and equity	$	3,800,656	$	3,920,768

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

Table of contents

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

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


	Three Months Ended March 31,
REVENUES	2023		2022
Revenue from leases	$	59,678	$	40,508
Real estate services	911		910
Parking income	4,459		3,682

Other income	1,877		1,069
Total revenues	66,925		46,169
EXPENSES
Real estate taxes	11,142		7,837
Utilities	2,689		2,409
Operating services	11,970		8,480
Real estate services expenses	1,943		2,363
General and administrative	10,286		19,451
Transaction related costs	1,027		—
Depreciation and amortization	23,876		18,838

Land and other impairments, net	3,396		2,932
Total expenses	66,329		62,310
OTHER (EXPENSE) INCOME
Interest expense	(22,014)		(11,606)
Interest and other investment income	116		158
Equity in earnings (loss) of unconsolidated joint ventures	(68)		(487)

(Loss) gain on disposition of developable land	(22)		2,623


Other income, net	1,998		—
Total other (expense) income, net	(19,990)		(9,312)
Loss from continuing operations	(19,394)		(25,453)
Discontinued operations:
Income from discontinued operations	2,384		19,090
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	780		1,836
Total discontinued operations, net	3,164		20,926
Net loss	(16,230)		(4,527)
Noncontrolling interests in consolidated joint ventures	587		974
Redeemable noncontrolling interests