vre-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

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 October 23, 2023, there were 92,221,526 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.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended September 30, 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 September 30, 2023, 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

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.

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 September 30, 2023 and December 31, 2022	6
		Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022	7
		Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 and 2022	8
		Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2023 and 2022	9
		Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	11
		Veris Residential, L.P.
		Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	12
		Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022	13
		Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 and 2022	14
		Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2023 and 2022	15
		Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	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	52
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
	Item 4.	Controls and Procedures	69
Part II	Other Information
		Veris Residential, Inc. and Veris Residential, L.P.
	Item 1.	Legal Proceedings	70
	Item 1A.	Risk Factors	70
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
	Item 3.	Defaults Upon Senior Securities	70
	Item 4.	Mine Safety Disclosures	70
	Item 5.	Other Information	70
	Item 6.	Exhibits	70
Exhibit Index			71
Signatures			72

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 and nine month periods ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

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


ASSETS	September 30, 2023		December 31, 2022
Rental property
Land and leasehold interests	$	476,207	$	492,204
Buildings and improvements	2,841,573		3,332,315
Tenant improvements	40,846		122,509
Furniture, fixtures and equipment	101,793		99,094
	3,460,419		4,046,122
Less – accumulated depreciation and amortization	(460,664)		(631,910)
	2,999,755		3,414,212
Real estate held for sale, net	99,183		193,933
Net investment in rental property	3,098,938		3,608,145
Cash and cash equivalents	17,274		26,782
Restricted cash	23,603		20,867
Investments in unconsolidated joint ventures	119,830		126,158
Unbilled rents receivable, net	5,626		39,734
Deferred charges and other assets, net	60,764		96,162
Accounts receivable	3,855		2,920

Total assets	$	3,329,890	$	3,920,768
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	59,067	$	—
Mortgages, loans payable and other obligations, net	1,853,799		1,903,977

Dividends and distributions payable	5,221		110
Accounts payable, accrued expenses and other liabilities	57,737		72,041
Rents received in advance and security deposits	15,916		22,941
Accrued interest payable	6,845		7,131
Total liabilities	1,998,585		2,006,200

Commitments and contingencies

Redeemable noncontrolling interests	40,231		515,231

Equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized, 92,217,463 and 91,141,649 shares outstanding	920		911
Additional paid-in capital	2,551,137		2,532,182
Dividends in excess of net earnings	(1,408,313)		(1,301,385)
Accumulated other comprehensive income	3,866		3,977
Total Veris Residential, Inc. stockholders’ equity	1,147,610		1,235,685

Noncontrolling interests in subsidiaries:
Operating Partnership	108,214		126,109
Consolidated joint ventures	35,250		37,543
Total noncontrolling interests in subsidiaries	143,464		163,652

Total equity	1,291,074		1,399,337

Total liabilities and equity	$	3,329,890	$	3,920,768

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

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

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


	Three Months Ended September 30,				Nine Months Ended September 30,
REVENUES	2023		2022		2023		2022
Revenue from leases	$	64,214	$	54,764	$	185,961	$	146,020
Real estate services	1,230		886		2,785		2,693
Parking income	4,674		4,083		13,574		11,659

Other income	1,364		3,402		4,623		5,892
Total revenues	71,482		63,135		206,943		166,264

EXPENSES
Real estate taxes	10,909		10,463		29,733		26,664
Utilities	2,746		2,483		7,629		6,730
Operating services	15,349		13,468		41,557		39,354
Real estate services expenses	3,533		2,752		9,864		8,035
General and administrative	14,620		12,818		34,487		43,793
Transaction related costs	2,704		3		7,051		1,348
Depreciation and amortization	23,212		22,359		70,543		61,815

Land and other impairments, net	—		2,535		3,396		9,367
Total expenses	73,073		66,881		204,260		197,106

OTHER (EXPENSE) INCOME
Interest expense	(23,715)		(18,819)		(67,422)		(45,167)
Interest cost of mandatorily redeemable noncontrolling interests	(36,392)		—		(49,782)		—
Interest and other investment income	1,240		280		5,283		627
Equity in earnings (losses) of unconsolidated joint ventures	210		(304)		2,843		1,847

(Loss) gain on disposition of developable land	—		—		(23)		57,747
Loss from extinguishment of debt, net	(1,046)		—		(3,702)		(129)
Other (expense) income, net	(57)		—		2,794		—
Total other (expense) income, net	(59,760)		(18,843)		(110,009)		14,925
Loss from continuing operations before income tax expense	(61,351)		(22,589)		(107,326)		(15,917)
Provision for income taxes	(293)		—		(293)		—
Loss from continuing operations after income tax expense	(61,644)		(22,589)		(107,619)		(15,917)

Discontinued operations:
Income (loss) from discontinued operations	971		(78,213)		3,290		(52,158)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	423		(5,100)		(2,286)		(7,704)
Total discontinued operations, net	1,394		(83,313)		1,004		(59,862)
Net loss	(60,250)		(105,902)		(106,615)		(75,779)
Noncontrolling interests in consolidated joint ventures	592		726		1,815		2,484
Noncontrolling interests in Operating Partnership of income from continuing operations	5,322		2,613		10,016		2,929
Noncontrolling interests in Operating Partnership in discontinued operations	(121)		7,710		(97)		5,597
Redeemable noncontrolling interests	(350)		(6,365)		(7,333)		(19,168)
Net loss available to common shareholders	$	(54,807)	$	(101,218)	$	(102,214)	$	(83,937)

Basic earnings per common share:
Loss from continuing operations	$	(0.61)	$	(0.27)	$	(1.17)	$	(0.38)
Discontinued operations	$	0.01	$	(0.83)	$	0.01	$	(0.60)
Net loss available to common shareholders	$	(0.60)	$	(1.10)	$	(1.16)	$	(0.98)

Diluted earnings per common share:
Loss from continuing operations	$	(0.61)	$	(0.27)	$	(1.17)	$	(0.38)
Discontinued operations	$	0.01	$	(0.83)	$	0.01	$	(0.60)
Net loss available to common shareholders	$	(0.60)	$	(1.10)	$	(1.16)	$	(0.98)

Basic weighted average shares outstanding	92,177		91,087		91,762		91,022

Diluted weighted average shares outstanding	100,925		100,378		100,770		100,215

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

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Net loss	$	(60,250)	$	(105,902)	$	(106,615)	$	(75,779)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments for interest rate swaps	(714)		2,577		(123)		4,699
Comprehensive loss	$	(60,964)	$	(103,325)	$	(106,738)	$	(71,080)
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures	592		726		1,815		2,484
Comprehensive income attributable to redeemable noncontrolling interests	(350)		(6,365)		(7,333)		(19,168)
Comprehensive loss attributable to noncontrolling interests in Operating Partnership	5,263		10,084		9,931		8,097
Comprehensive loss attributable to common shareholders	$	(55,459)	$	(98,880)	$	(102,325)	$	(79,667)

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

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 September 30, 2023	Shares	Par Value
Balance at July 1, 2023	92,041	918	$	2,540,309	$	(1,348,792)	$	4,518	$	151,065	$	1,348,018
Net loss	—	—	—		(54,807)		—		(5,443)		(60,250)
Common stock dividends	—	—	—		(4,714)		—		—		(4,714)
Unit distributions	—	—	—		—		—		(435)		(435)
Redeemable noncontrolling interests	—	—	—		—		—		(350)		(350)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		84		84
Redemption of common units for common stock	171	2	2,295		—		—		(2,297)		—

Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	1		—		—		—		1
Directors' deferred compensation plan	—	—	99		—		—		—		99
Stock compensation	9	—	9,366		—		—		—		9,366
Cancellation of restricted shares	(4)	—	(31)		—		—		—		(31)
Other comprehensive loss	—	—	—		—		(652)		(62)		(714)
Rebalancing of ownership percentage between parent and subsidiaries	—	—	(902)		—		—		902		—
Balance at September 30, 2023	92,217	920	$	2,551,137	$	(1,408,313)	$	3,866	$	143,464	$	1,291,074


	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 September 30, 2022	Shares	Par Value
Balance at July 1, 2022	91,063	911	$	2,525,466	$	(1,232,038)	$	1,941	$	170,893	$	1,467,173
Net loss	—	—	—		(101,218)		—		(4,684)		(105,902)


Redeemable noncontrolling interests	—	—	1,279		—		—		(6,234)		(4,955)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		6		6


Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	(4)		—		—		—		(4)
Directors' deferred compensation plan	—	—	110		—		—		—		110
Stock compensation	31	—	2,790		—		—		423		3,213
Cancellation of restricted shares	(10)	—	(156)		—		—		—		(156)
Other comprehensive income	—	—	—		—		2,338		239		2,577
Rebalancing of ownership percentage between parent and subsidiaries	—	—	160		—		—		(160)		—
Balance at September 30, 2022	91,084	911	$	2,529,645	$	(1,333,256)	$	4,279	$	160,483	$	1,362,062

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

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 Nine Months Ended September 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	—	—	—		(102,214)		—		(4,401)		(106,615)
Common stock dividends	—	—	—		(4,714)		—		—		(4,714)
Unit distributions	—	—	—		—		—		(435)		(435)
Redeemable noncontrolling interests	—	—	(4,516)		—		—		(7,794)		(12,310)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		(478)		(478)
Redemption of common units for common stock	821	9	11,339		—		—		(11,348)		—
Redemption of common units	—	—	—		—		—		(94)		(94)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	—	—	3		—		—		—		3
Directors' deferred compensation plan	21	—	295		—		—		—		295
Stock compensation	268	—	16,218		—		—		487		16,705
Cancellation of restricted shares	(35)	—	(497)		—		—		—		(497)
Other comprehensive loss	—	—	—		—		(111)		(12)		(123)
Rebalancing of ownership percentage between parent and subsidiaries	—	—	(3,887)		—		—		3,887		—
Balance at September 30, 2023	92,217	920	$	2,551,137	$	(1,408,313)	$	3,866	$	143,464	$	1,291,074


	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 Nine Months Ended September 30, 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 (loss) income	—	—	—		(83,937)		—		8,158		(75,779)

Unit distributions	—	—	—		—		—		218		218
Redeemable noncontrolling interests	—	—	(5,187)		—		—		(19,688)		(24,875)
Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		24		24
Redemption of common units for common stock	11	—	161		—		—		(161)		—
Redemption of common units	—	—	—		—		—		(1,801)		(1,801)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	2	—	23		—		—		—		23
Directors' deferred compensation plan	—	—	330		—		—		—		330
Stock compensation	174	2	7,254		—		—		3,401		10,657
Cancellation of restricted shares	(51)	—	(852)		—		—		—		(852)
Other comprehensive income	—	—	—		—		4,270		429		4,699
Rebalancing of ownership percentage between parent and subsidiaries	—	—	(2,467)		—		—		2,467		—
Balance at September 30, 2022	91,084	911	$	2,529,645	$	(1,333,256)	$	4,279	$	160,483	$	1,362,062

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

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES

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


	Nine Months Ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES	2023		2022
Net loss	$	(106,615)	$	(75,779)
Net (income) loss from discontinued operations	(1,004)		59,862
Net loss from continuing operations	(107,619)		(15,917)
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets	70,489		61,828
Amortization of deferred compensation stock units	295		330
Amortization of stock compensation	16,705		10,657
Amortization of deferred financing costs	3,161		3,228

Equity in earnings of unconsolidated joint ventures	(2,843)		(1,847)
Distributions of cumulative earnings from unconsolidated joint ventures	—		13


Loss (gain) on disposition of developable land	23		(57,747)


Land and other impairments, net	3,396		9,367
Loss from extinguishment of debt	3,702		129
Gain on insurance proceeds	(2,794)		—

Interest cost of mandatorily redeemable noncontrolling interests	49,782		—
Changes in operating assets and liabilities:
Decrease in unbilled rents receivable, net	2,737		3,066
Increase in deferred charges and other assets	(1,087)		(7,283)
Decrease (increase) in accounts receivable, net	97		(128)
(Decrease) increase in accounts payable, accrued expenses and other liabilities	(4,842)		1,989
Increase in rents received in advance and security deposits	828		2,738
Increase in accrued interest payable	40		587
Net cash flows provided by operating activities - continuing operations	32,070		11,010
Net cash flows provided by operating activities - discontinued operations	1,202		48,724

Net cash provided by operating activities	$	33,272	$	59,734

CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles	$	—	$	(130,500)
Rental property additions, improvements and other costs	(9,815)		(14,198)
Development of rental property and other related costs	(6,959)		(42,480)
Proceeds from the sales of rental property	7,784		127,020

Repayment of notes receivable	1,280		2,172

Investment in unconsolidated joint ventures	(180)		(147)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	9,351		10,361
Proceeds from insurance settlements	3,735		—
Other investing activities	750		—
Net cash provided by (used in) investing activities - continuing operations	5,946		(47,772)
Net cash provided by investing activities - discontinued operations	488,625		167,442

Net cash provided by investing activities	$	494,571	$	119,670

CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility	$	81,000	$	89,000
Repayment of revolving credit facility	(63,000)		(128,000)
Borrowings from term loans	115,000		—
Repayments of term loans	(72,000)		—

Proceeds from mortgages and loans payable	399,561		154,720
Repayment of mortgages, loans payable and other obligations	(441,198)		(240,395)
Redemption of redeemable noncontrolling interests, net	(520,388)		(12,000)
Payment of early debt extinguishment costs	(255)		(5,140)
Common unit redemptions	(94)		(2,653)
Payment of financing costs	(16,089)		(3,026)
Contribution from noncontrolling interests	84		24
Distributions to redeemable noncontrolling interests	(16,704)		(19,274)
Payment of common dividends and distributions	(38)		(56)
Other financing activities	(494)		—
Net cash used in financing activities	$	(534,615)	$	(166,800)

Net (decrease) increase in cash and cash equivalents	$	(6,772)	$	12,604
Cash, cash equivalents and restricted cash, beginning of period (1)	47,649		51,455

Cash, cash equivalents and restricted cash, end of period (2)	$	40,877	$	64,059

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

(2)Includes Restricted Cash of $23,603 and $25,702 as of September 30, 2023 and 2022, respectively.

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

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

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


ASSETS	September 30, 2023		December 31, 2022
Rental property
Land and leasehold interests	$	476,207	$	492,204
Buildings and improvements	2,841,573		3,332,315
Tenant improvements	40,846		122,509
Furniture, fixtures and equipment	101,793		99,094
	3,460,419		4,046,122
Less – accumulated depreciation and amortization	(460,664)		(631,910)
	2,999,755		3,414,212
Real estate held for sale, net	99,183		193,933
Net investment in rental property	3,098,938		3,608,145
Cash and cash equivalents	17,274		26,782
Restricted cash	23,603		20,867
Investments in unconsolidated joint ventures	119,830		126,158
Unbilled rents receivable, net	5,626		39,734
Deferred charges and other assets, net	60,764		96,162
Accounts receivable	3,855		2,920

Total assets	$	3,329,890	$	3,920,768
LIABILITIES AND EQUITY
Revolving credit facility and term loans	$	59,067	$	—
Mortgages, loans payable and other obligations, net	1,853,799		1,903,977

Distributions payable	5,221		110
Accounts payable, accrued expenses and other liabilities	57,737		72,041
Rents received in advance and security deposits	15,916		22,941
Accrued interest payable	6,845		7,131
Total liabilities	1,998,585		2,006,200

Commitments and contingencies

Redeemable noncontrolling interests	40,231		515,231

Partners’ Capital:
General Partner, 92,217,463 and 91,141,649 common units outstanding	1,079,858		1,163,935
Limited partners, 8,695,622 and 9,301,521 common units/LTIPs outstanding	172,100		193,882
Accumulated other comprehensive income	3,866		3,977
Total Veris Residential, L.P. partners’ capital	1,255,824		1,361,794

Noncontrolling interests in consolidated joint ventures	35,250		37,543

Total equity	1,291,074		1,399,337

Total liabilities and equity	$	3,329,890	$	3,920,768

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

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

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


	Three Months Ended September 30,				Nine Months Ended September 30,
REVENUES	2023		2022		2023		2022
Revenue from leases	$	64,214	$	54,764	$	185,961	$	146,020
Real estate services	1,230		886		2,785		2,693
Parking income	4,674		4,083		13,574		11,659