Veris Residential, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

12 Months Ended

Dec. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of December 31, 2024, the Company had an aggregate investment of approximately $111 million in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage properties, or to acquire land in anticipation of possible development of rental properties. As of December 31, 2024, the unconsolidated joint ventures owned: six multifamily properties totaling 2,087 apartment units and interests and/or rights to developable land parcels able to accommodate up to 829 apartment units. The Company’s unconsolidated interests range from 20 percent to 85 percent subject to specified priority allocations in certain of the joint ventures.

The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures. The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture. The outside basis portion of the Company’s investments in joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.

The debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures, related parties to the Company, and recognized $3.2 million, $3.9 million and $3.6 million for such services in the years ended December 31, 2024, 2023 and 2022, respectively. The Company had $0.5 million and $0.7 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2024 and 2023.

As of December 31, 2024, the Company does not have any investments in unconsolidated joint ventures that are considered VIEs.

The following is a summary of the Company's unconsolidated joint ventures as of December 31, 2024 and 2023 (dollars in thousands):


	Number of Apartment Units		Company's		Carrying Value				Property Debt As of December 31, 2024
Entity / Property Name	December 31, 2024		Effective Ownership % (a)		December 31, 2024		December 31, 2023		Balance		Maturity Date		Interest Rate
Multifamily
Metropolitan and Lofts at 40 Park (b) (c)	130	units	25.00	%	$	689	$	908	$	34,100	10/10/25	SOFR+	2.85	%
RiverTrace at Port Imperial	316	units	22.50	%	4,074		4,506		82,000		11/10/26		3.21	%
The Capstone at Port Imperial	360	units	40.00	%	20,519		21,361		135,000		12/22/25	SOFR+	1.20	%
Riverpark at Harrison	141	units	45.00	%	—		—		30,192		07/01/35		3.19	%
Station House	378	units	50.00	%	31,509		32,022		87,350		07/01/33		4.82	%
Urby Harborside (d)	762	units	85.00	%	52,832		57,060		182,604		08/01/29		5.20	%
PI North - Land (b) (e)	829	potential units	20.00	%	1,678		1,678		—		—		—
Other
Other (f)					—		419		—		—		—
Totals:					$	111,301	$	117,954	$	551,246

(a)Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.

(b)The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.

(c)As of December 31, 2024, through the joint venture, the Company owns a 25 percent interest in a 130-unit multifamily rental property ("The Metropolitan at 40 Park"). In January 2024, the joint venture sold the 59-unit, five story multifamily rental property ("Lofts at 40 Park"), and in October 2024, the joint venture sold the Shops at 40 Park retail property. See Note 3: Investments in Rental Property – Dispositions of Unconsolidated Joint Venture.

(d)The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines. The Company formerly guaranteed $22 million of the principal outstanding debt, which on February 1, 2023, the lender released the Company of all obligations under the Guaranty Agreement.

(e)The Company owns a 20 percent residual interest in undeveloped land parcels: parcels 6 and I that can accommodate the development of 829 apartment units.

(f)The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term.

The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):


	Year Ended December 31,
Entity / Property Name	2024		2023		2022
Multifamily
Metropolitan and Lofts at 40 Park (a)	$	(1,143)	$	(1,239)	$	(674)
RiverTrace at Port Imperial	782		546		356
The Capstone at Port Imperial	235		(294)		(212)
Riverpark at Harrison	270		540		234
Station House	(201)		(299)		(722)
Urby Harborside	4,161		4,110		2,374
PI North - Land	(276)		(240)		(205)
Liberty Landing (b)	—		(22)		36
Other
Other	106		—		13

Company's equity in earnings (loss) of unconsolidated joint ventures (c)	$	3,934	$	3,102	$	1,200

(a) In January 2024, the joint venture sold the Lofts at 40 Park multifamily rental property, and in October 2024, the Company's joint venture sold the Shops at 40 Park retail property.

(b) Pursuant to a notice letter to its joint venture partner dated January 6, 2022, the Company intends to not proceed with the acquisition and development of Liberty Landing.

(c) Amounts are net of amortization of basis differences of $618 thousand, $618 thousand and $154 thousand for the year ended December 31, 2024, 2023 and 2022, respectively.

The following is a summary of the financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2024 and 2023 (dollars in thousands):


	December 31, 2024				December 31, 2023
	Urby Harborside		Others		Urby Harborside		Others
Assets:
Rental Property, net	$	236,589	$	456,604	$	244,895	$	497,037
Other assets	6,108		28,574		4,702		26,778
Total assets	$	242,697	$	485,178	$	249,597	$	523,815
Liabilities and partners'/members' capital:
Mortgages and loans payable	$	182,604	$	368,642	$	185,742	$	393,999
Other liabilities	2,260		7,155		1,221		7,677
Partners'/members' capital	57,833		109,381		62,634		122,139
Total liabilities and partners'/members' capital	$	242,697	$	485,178	$	249,597	$	523,815

The following is a summary of the results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):


	Year ended December 31, 2024				Year ended December 31, 2023				Year ended December 31, 2022
	Urby Harborside		Others		Urby Harborside		Others		Urby Harborside		Others
Total revenues	$	37,714	$	72,076	$	35,656	$	58,616	$	32,951	$	107,686
Operating and other expenses	(13,897)		(23,361)		(11,826)		(24,219)		(11,092)		(70,822)
Depreciation and amortization	(8,804)		(13,417)		(8,754)		(13,587)		(8,682)		(16,730)
Interest expense	(9,926)		(18,262)		(10,049)		(20,439)		(10,191)		(19,586)
Net income (loss)	$	5,087	$	17,036	$	5,027	$	371	$	2,986	$	548

(a)Includes Metropolitan and Lofts at 40 Park, RiverTrace at Port Imperial, The Capstone at Port Imperial, Riverpark at Harrison, Station House, PI North - Land, Liberty Landing, Hyatt Regency Hotel Jersey City, other interests in various unconsolidated joint ventures including interests in assets previously owned and interest in ventures whose businesses are related to its core operations that are not expected to significantly impact the Company's operations in the near term.