Veris Residential, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

TAX ABATEMENT AGREEMENTS

Pursuant to agreements with certain municipalities, the Company is required to make payments in lieu of property taxes (“PILOT”) on certain of its properties and has tax abatement agreements on other properties, as follows:


Property Name	Location	Asset Type	PILOT Expiration Dates	PILOT Payments Three Months Ended September 30,				PILOT Payments Nine Months Ended September 30,
				2022		2021		2022		2021
				(Dollars in Thousands)				(Dollars in Thousands)
BLVD 475 (Monaco) (a)	Jersey City, NJ	Multifamily	2/2021	$	—	$	—	$	—	$	474
111 River Street (b)	Hoboken, NJ	Office	4/2022	—		363		85		1,103
Harborside Plaza 4A (c)	Jersey City, NJ	Office	2/2022	—		222		218		662
Harborside Plaza 5 (d)	Jersey City, NJ	Office	6/2022	—		1,085		2,000		3,244
BLVD 401 (Marbella 2) (e)	Jersey City, NJ	Multifamily	4/2026	450		372		1,185		959
RiverHouse 11 at Port Imperial (f)	Weehawken, NJ	Multifamily	7/2033	432		355		1,138		1,023
Port Imperial 4/5 Hotel (g)	Weehawken, NJ	Hotel	12/2033	729		729		2,189		2,189
RiverHouse 9 at Port Imperial (h)	Weehawken, NJ	Multifamily	6/2046	321		—		961		—
Haus25 (i)	Jersey City, NJ	Mixed-Use	3/2047	343		—		467		—
The James (j)	Park Ridge, NJ	Multifamily	6/2051	—		—		—		—

Total Pilot taxes				$	2,275	$	3,126	$	8,243	$	9,654

(a)The annual PILOT is equal to ten percent of Gross Revenues, as defined.

(b)The property was disposed of in the first quarter of 2022.

(c)The annual PILOT is equal to two percent of Total Project Costs, as defined. The total Project Costs are $49.5 million.

(d)The annual PILOT is equal to two percent of Total Project Costs, as defined. The total Project Costs are $170.9 million.

(e)The annual PILOT is equal to ten percent of Gross Revenues for years 1-4, 12 percent for years 5-8 and 14 percent for years 9-10, as defined.

(f)The annual PILOT is equal to 12 percent of Gross Revenues for years 1-5, 13 percent for years 6-10 and 14 percent for years 11-15, as defined.

(g)The annual PILOT is equal to two percent of Total Project Costs, as defined.

(h)The annual PILOT is equal to 11 percent of Gross Revenues for years 1-10, 12.5 percent for years 11-18 and 14 percent for years 19-25, as defined.

(i)For a term of 25 years following substantial completion, which occurred on April 1, 2022. The annual PILOT is equal to seven percent of Gross Revenues, as defined.

(j)For a term of 30 years following substantial completion which occurred in June 2021. The annual PILOT is equal to 10 percent of Gross Revenues for years 1-10, 11.5 percent for years 11-21 and 12.5 percent for years 22-30, as defined.

At the conclusion of the above-referenced agreements, it is expected that the properties will be assessed by the municipality and be subject to real estate taxes at the then prevailing rates.

LITIGATION

The Company is a defendant in litigation arising in the normal course of its business activities. Management does not believe that the ultimate resolution of these matters will have a materially adverse effect upon the Company’s financial condition taken as whole.

GROUND LEASE AGREEMENTS

Future minimum rental payments under the terms of all non-cancelable ground leases under which the Company is the lessee, as of September 30, 2022 and December 31, 2021, are as follows (dollars in thousands):


Year	As of September 30, 2022 Amount
October 1 through December 31, 2022	$	48
2023	192
2024	192
2025	199
2026	199
2027 through 2101	31,864
Total lease payments	32,694
Less: imputed interest	(3,215)

Total	$	29,479


Year	As of December 31, 2021 Amount
2022	$	1,695
2023	1,702
2024	1,721
2025	1,728
2026	1,728
2027 through 2101	151,253
Total lease payments	159,827
Less: imputed interest	(136,141)

Total	$	23,686

Ground lease expense incurred by the Company amounted to $225 thousand and $533 thousand for the three months ended September 30, 2022 and 2021, respectively and $787 thousand and $1.9 million for the nine months ended September 30, 2022 and 2021, respectively.

In conjunction with the adoption of ASU 2016-02 (Topic 842), starting on January 1, 2019, the Company capitalized operating leases, which had a balance of $2.9 million at September 30, 2022 for two ground leases. Such amount represents the net present value (“NPV”) of future payments detailed above. The incremental borrowing rate used to arrive at the NPV was 7.618 percent for the remaining ground lease terms of 82.58 years each. These rates were arrived at by adjusting the fixed rates of the Company’s mortgage debt with debt having terms approximating the remaining lease term of the Company’s ground leases and calculating notional rates for fully-collateralized loans.

MANAGEMENT CHANGES

In the first quarter of 2022, the Company announced a number of management changes. Effective, January 12, 2022, the Company terminated the employment of its Chief Accounting Officer, Mr. Giovanni M. DeBari, and appointed Ms. Amanda Lombard in his place. In addition, the Company also disclosed that its Chief Financial Officer, David Smetana, would leave the Company at the end of 2022, and that Ms. Lombard would assume the role of CFO at his departure. Mr. Smetana subsequently decided to leave the Company effective March 31, 2022. Ms. Lombard will serve as both principal financial officer and principal accounting officer.

In addition, on March 31, 2022, the Company terminated the employment of its Executive Vice President and Chief Investment Officer Ricardo Cardoso effective April 1, 2022 and the employment of its Executive Vice President, General Counsel and Secretary Gary T. Wagner effective April 15, 2022. It has appointed Jeff Turkanis and Taryn Fielder to succeed each officer, respectively.

During the three and nine months ended September 30, 2022, the Company’s total costs incurred relating to the management changes discussed above, including the severance and related costs for the departure of the Company’s former executive officers, as well as other terminated employees, amounted to $3.4 million and $12.2 million, respectively, which was included in general and administrative expense.

OTHER

Certain Company properties acquired by contribution from unrelated common unitholders of the Operating Partnership, were subject to restrictions on disposition, except in a manner which did not result in recognition of built-in-gain allocable to such unitholders or which reimbursed the unitholders for the tax consequences thereof (collectively, the “Property Lock-Ups”). While these Property Lock-Ups, have expired, the Company is generally required to use commercially reasonable efforts to prevent any disposition of the subject properties from resulting in the recognition of built-in gain to these unitholders, which include members of the Mack Group (which includes William L. Mack, a former director and David S. Mack, a former director. As of September 30, 2022, taking into account tax-free exchanges on the originally contributed properties, either wholly or partially, over time, five of the Company’s properties, as well as certain land and development projects, including properties classified as held for sale as of September 30, 2022, with an aggregate carrying value of approximately $1.0 billion, are subject to these conditions.

As of September 30, 2022, the Company has outstanding stay-on award agreements with 27 employees, which provides them with the potential to receive compensation, in cash or Company stock at the employees’ option, contingent upon remaining with the Company in good standing until the occurrence of certain corporate transactions, which have not been identified. The total potential cost of such awards is currently estimated to be up to approximately $1.7 million, including the potential future issuance of up to 54,450 shares of the Company’s common stock. Such cash or stock awards would only be earned and payable if such transaction was identified and communicated to the employee within seven years of the agreement dates, all of which were signed in late 2020 and early 2021, and all other conditions were satisfied.