UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2022~~2023

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

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)			(IRS 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)

Securities registered pursuant to Section 12(b) of the Act:


(Title of Each Class)	Trading Symbol(s)	(Name of Each Exchange on Which Registered)
Veris Residential, Inc.
Common Stock, $0.01 par value	VRE	New York Stock Exchange

Veris Residential, L.P.
None	N/A	None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Veris Residential, Inc.			Yes x No o
Veris Residential, L.P.			Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.


Veris Residential, Inc.			Yes o No x
Veris Residential, L.P.			Yes o No x

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 90 days.


Veris Residential, Inc.			Yes x No o
Veris Residential, L.P.			Yes x No o

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 x No o
Veris Residential, L.P.			Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ~~YES~~ x NO o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.


Veris Residential, Inc.			o
Veris Residential, L.P.			o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).


Veris Residential, Inc.			o
Veris Residential, L.P.			o

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 o NO ☒
Veris Residential, L.P.			YES o NO ☒

As of June 30, ~~2022,~~2023, the aggregate market value of the voting stock held by non-affiliates of Veris Residential, Inc. was ~~$1,148,886,979.~~$1,287,891,323. The aggregate market value was computed with reference to the closing price on the New York Stock Exchange on such date. This calculation does not reflect a determination that persons are affiliates for any other purpose. The registrant has no non-voting common stock.

As of February 15, ~~2023, 91,164,664~~2024, 92,229,209 shares of common stock, $0.01 par value, of Veris Residential, Inc. (“Common Stock”) were outstanding.

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

LOCATION OF EXHIBIT INDEX: The index of exhibits is contained herein on page number ~~119.~~103.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Veris Residential, Inc.’s definitive proxy statement for fiscal year ended December 31, ~~2022~~2023 to be issued in conjunction with the registrant’s annual meeting of shareholders expected to be held on June ~~14, 2023~~12, 2024 are incorporated by reference in Part III of this Form 10-K. The definitive proxy statement will be filed by the registrant with the SEC not later than 120 days from the end of the registrant’s fiscal year ended December 31, ~~2022.~~2023.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, ~~2022~~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,” “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 December 31, ~~2022,~~2023, the General Partner owned an approximate ~~90.7~~91.4 percent common unit interest in the Operating Partnership. The remaining approximate ~~9.3~~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 annual reports on Form 10-K 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

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

•Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for ~~Veris Residential, Inc.~~the General Partner and ~~Veris Residential, L.P.:~~the Operating Partnership:

•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.

This report also includes separate Part II, Item 9A. 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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FORM 10-K

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PART I		Page No.
Item 1	Business	5
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	2321
I tem 1C	C y bersecurity	21
Item 2	Properties	2423
Item 3	Legal Proceedings	2926
Item 4	Mine Safety Disclosures	2926

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2926
Item 6	Reserved	3028
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3028
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	4940
Item 8	Financial Statements and Supplementary Data	4941
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4941
Item 9A	Controls and Procedures	5041
Item 9B	Other Information	5143
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5143

PART III
Item 10	Directors, Executive Officers and Corporate Governance	5244
Item 11	Executive Compensation	5244
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5244
Item 13	Certain Relationships and Related Transactions, and Director Independence	5244
Item 14	Principal Accounting Fees and Services	5244

PART IV
Item 15	Exhibits and Financial Statement Schedules	5345
Item 16	Form 10-K Summary	5345

EXHIBIT INDEX		~~118~~103

SIGNATURES		~~123~~108

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PART I

ITEM 1. BUSINESS

GENERAL

Veris Residential, Inc., a Maryland corporation, together with its subsidiaries (collectively the “General Partner”), is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”).

The Company ~~develops,~~ owns, operates and ~~operates predominantly~~develops multifamily rental properties located primarily in the Northeast, as well as a portfolio of ~~Class A office properties.~~non-strategic land and commercial assets. The Company ~~is in the process of transitioning to a pure-play multifamily REIT and~~ is focused on conducting business in a socially, ethically, and environmentally responsible manner, while seeking to maximize value for all stakeholders. Veris Residential, Inc. was incorporated on May 24, 1994.

The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a ~~90.7~~91.4 percent and ~~91.0~~90.7 percent common unit interest in the Operating Partnership as of December 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

As of December 31, ~~2022,~~2023, the Company owned or had interests in 24 multifamily rental properties as well as ~~non-core~~non-strategic assets comprised of ~~five~~one office ~~buildings,~~property and four parking/retail properties, ~~and two hotels,~~ plus developable land (collectively, the ~~“Properties”~~"Properties"). The Properties are comprised of: (a) 2721 wholly-owned or Company-controlled properties, comprised of 17 multifamily properties and 10four non-core assets, and (b) eight properties owned by unconsolidated joint ventures in which the Company has investment interests, including seven multifamily properties and aone non-core asset. The Properties are located in three states in the Northeast, plus the District of Columbia. For more information on the Properties, refer to Item 2.

~~STRATEGIC DIRECTION~~THE COMPANY

~~In 2021,~~During 2023, the Company ~~announced that it intended~~substantially completed its multi-year transformation to ~~transform the Company into~~ a pure-play multifamily ~~REIT located in the Northeast.~~REIT. As part of this strategic initiative, the Company ~~has~~ sought to unlock shareholder value by simplifying its business, strengthening its balance sheet, enhancing its operational platform and aligning the Company with its corporate values and the sustainability-conscious lifestyle preferences of its residents. The Company is executing this transformation by disposing of non-strategic assets, which included its New Jersey suburban and Waterfront office portfolios and its speculative land holdings, and strategically allocating the proceeds from such dispositions into debt repayments, selective multifamily developments and acquisitions.

~~Portfolio Strategy~~

The Company seeks to own a portfolio comprised primarily of Class A multifamily properties with ~~resort-like~~premium amenities and offerings that reflect our commitment to ~~Environmental, Social and Governance (ESG) ideals.~~sustainability. This includes facilities such as clubrooms and lounges, state-of-the-art fitness centers, dog parks and rooftop swimming pools, as well as ~~ESG-driven~~sustainability-driven features like electric vehicle (EV) charging stations, bee hives, hydroponic gardens and green roofs. The Company believes that ~~premium~~ amenities such as the ones offered at our multifamily properties drive resident satisfaction, command higher monthly rents, and generate additional revenues through amenity fees. When coupled with our commitment to providing premium resident services, such as concierges and professionally-curated events, the Company seeks to offer a multifamily experience that will maximize resident satisfaction and optimize rental revenue.

The Company’s multifamily properties have an average age of 6seven years, typically requiring ~~less~~lower maintenance capital expenditures than a more mature portfolio. The Company believes that this factor provides it with a competitive advantage as it can retain more capital and generate a higher yield ~~as compared to~~than an older portfolio.

~~Operational Strategy~~

The Company has a fully integrated real estate platform with operational, investment, development, financial and management services provided in-house. As part of the transformation to a pure-play multifamily REIT, the Company has focused on controlling expenses with an in-depth review of asset and property management, including reassessing vendors and contracts, restructuring teams, and refining procedures and policies. The Company has made significant investments in modernizing and streamlining the platform by reducing duplicative costs between its residential and office platforms, upgrading front office technology, reducing its cyber security vulnerabilities, and enhancing financial reporting automation.

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The platform is underpinned by a commitment to technological enhancement and innovations ~~that~~which allow the Company to improve efficiency, optimize net operating income, and augment the resident experience. The adoption of strategic technological tools, such as the MyVeris app, serve to streamline and strengthen residents’ interactions with the Properties, allowing them to pay rent, reserve amenities, RSVP to events, and manage maintenance requests at the touch of a button. The Company is also testing financial reporting and analysis tools which it believes will result in cost savings, robust and frequent financial analysis and further automation. The Company believes that this technology-focused approach optimizes net operating income byexperience, while eliminating costly manual processes that are time consuming and prone to human error. These technological enhancements combined with our experienced team have created a platform that is nimble and scalable, positioning the Company for growth.

Investment ~~Disposition and Development~~ Strategy

The Company ~~may~~seeks to grow its portfolio of Class A multifamily assets through a combination of acquisitions, value-add redevelopments and developments. The Company expects to generate internal growth through organic optimization of its existing portfolio by recycling capital from non-strategic asset dispositions into debt repayments, value-add redevelopments, share buybacks, new developments, and ~~redevelopments, and~~acquisitions. These investments will convert low- to no-yielding

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assets into cash-flowing, high quality assets with strong growth prospects. The Company may also seek to ~~enhance the portfolio~~grow by raising capital through ~~programmatic capital dispositions~~other sources such as through follow-on equity offerings, equity method investments and ~~capital recycling.~~additional debt.

The Company believes it has strong relationships and networks to source off-market acquisition opportunities and ~~may seek~~seeks to add value to newly acquired properties by integrating them into its ~~ESG-~~sustainability and technology-focused platform. The Company has a robust and disciplined underwriting process, and experienced investments and capital markets teams. The Company has extensive experience acquiring residential ~~and commercial~~ assets nationally as well as in its core focus area of the Northeast, and has the capabilities to generate additional value by acquiring assets through 1031 programs, issuing OP Units, and recycling capital through dispositions of non-strategic assets. When considering acquisitions, the Company may seek opportunities that improve the geographic diversity, asset quality, and product offering of its portfolio.

The Company has demonstrated its ability to effectively and thoughtfully execute multiple non-strategic asset dispositions during challenging market conditions by selling over $1.6 billion in non-strategic assets to progress its transformation. The Company has sought to redeploy proceeds from sales into acquisitions, redevelopments, debt repayments or operations, as appropriate and where it believes it can create the most long-term value. The Company regularly monitors its assets to assess their long-term value propositions and when appropriate, may look to sell assets in its core portfolio and reinvest into other assets, if it believes that such capital recycling is warranted.

The Company believes it can further enhance shareholder value through accretive multifamily development projects at the appropriate time. The company has developed 11 of its multifamily assets, and has the expertise to manage future investments into Class A multifamily projects to generate additional long term value.

Sustainability Strategy

The ~~Company’s goal is~~Company aims to conduct its business, development, and operations of new and existing buildings in a manner that contributes to positive environmental, social and economic outcomes for all its stakeholders. The Company is focused on developing and maintaining high-quality properties, while reducing operational costs and mitigating the potential external impacts of energy, water, waste, greenhouse gas emissions and climate change. The Company’s dedicated in-house team initiates and applies sustainable practices throughout all aspects of its business ~~from investment and development to~~including property operations and resident experience. The Company’s ~~existing~~ multifamily portfolio has environmental considerations – particularly focused on energy consumption, water consumption and greenhouse gas emissions ~~–integrated~~– integrated into many existing ~~properties and development projects since the design stage.~~properties. The Company has also ~~further~~ invested in energy-saving technology, such as those for irrigation, lighting, and HVAC to positively impact resident experience and ~~its assets’~~asset value over the long-term. ~~To improve its overall carbon footprint, the Company carefully assesses its buildings’ location based on walkability as well as accessibility to public transport, neighborhoods and parks.~~ As a result of these efforts ~~43%~~80% of our multifamily portfolio is green certified (LEED®, ~~Energy Star~~ENERGY STAR® or equivalent). The Company believes that its focus on sustainability also enhances value for the Company in the short-term, through ~~cost~~ savings in utility expenses and ~~lower capital expenditures.~~higher interest from sustainability conscious residents.

Equally important is the Company’s focus on supporting the health and ~~wellbeing~~well-being of its employees, residents and tenants, which the Company has enhanced through the inclusion of on-site amenity offerings, including hydroponics gardens, fitness centers and on-demand fitness programs, as well as health and safety considerations across the portfolio and within its corporate offices. The Company’s efforts led it to ~~obtain~~the achievement of WELL® ~~Health and Safety certification for 14 multifamily properties.~~Health-Safety rating across all of its managed locations.

A significant part of the Company’s commitment to sustainable development and operations is its commitment to transparent reporting of ESG performance indicators, as it recognizes the importance of this information to investors, lenders, and other stakeholders. The Company publishes an annual ESG Report that is aligned with the Global Reporting Initiative reporting framework and United Nations Sustainable Development Goals, and includes the Company’s strategy, key performance indicators, annual like-for-like comparisons, and year-over-year achievements. ~~In addition, the Company~~

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continues to work to further align its reporting with the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures to disclose climate-related financial risks and opportunities.

Climate Resilience

As a long-term owner and active manager of real estate assets in operation and under development, the Company recognizes that climate change is no longer just a potential threat but today’s ~~reality and~~reality. As a result, the Company is taking ~~measured steps~~action to mitigate its carbon footprint by assessing risks and adapting its business to ensure it is well positioned over the long-term. Event-driven (acute) and longer-term (chronic) physical risks that may result from climate change could have a material adverse effect on the Company’s properties, operations, and business. ~~Management’s role in~~Responsibility for assessing and managing these climate-related risks and initiatives is ~~spread across multiple teams~~owned by every team throughout the ~~Company.~~Company, with oversight by the management team's ESG Task Force and the Board's Nominating, Environmental, Social and Governance Committee. The Company views its proactive assessment of risks related to climate change as an opportunity to protect asset value, and as such, is implementing measures, planning and decision-making processes to protect its investments by improving resilience. InSince 2022 the Company ~~set a~~has met its target validated by the Science Based Target initiative to reduce its like-for-like Scope 1 and 2 greenhouse gas emissions by 50% ~~by 2030 and had it validated by the Science Based Target initiative.~~.

HUMAN CAPITAL RESOURCES

As of December 31, ~~2022,~~2023, the Company had approximately ~~215~~197 employees, 19 fewer than it had as of December 31, 2021 (the reduction in the number of employees was primarily due to the ongoing transition to a pure play multifamily REIT). Regarding employee tenure, 29 percentand 30% of its employees have been with the Company for at least 10 years.

The Company embraces ~~its responsibility towards~~ the diverse and all-inclusive communities it serves and has taken ~~proactive~~focused efforts to ~~enhance this~~ support ~~to have positive impact on residents, employees and others.~~employees. Such efforts have ~~included: setting a gender equality target at management level by 2025,~~included establishing employee affinity groups and introducing company wide diversity training. The Company ~~has also become~~is a signatory of the CEO Action for Diversity & Inclusion Pledge and the UN Women

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Empowerment Principles and is included in the Bloomberg GEI index since 2023. Currently, 4five of the 8nine members (or 5056 percent) of the Company’s Board of Directors are female and/or racially diverse.

Workforce diversity as of December 31, ~~2022~~2023 (excluding 3three employees that did non self-identify):

•5556 percent of the Company’s employees identified as male, 4443 percent as female and below 1one percent as non-binary

•5352 percent of the Company’s employees were persons of color or other minority groups, updown from 5053 percent a year earlier.

Employee Incentives

The Company strives to provide career opportunities in an energized, inclusive, and collaborative environment tailored to retain, attract and reward highly performing employees. The Company provides a comprehensive benefits package intended to meet and exceed the needs of its employees and their families. The Company’s competitive offerings help its employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals. ~~For~~The Company is also committed to ensuring that these benefits are attainable and affordable to its employees ~~earning less than $50,000 annually, the Company pays 100 percent of the~~by limiting health insurance ~~coverage~~ premiums ~~for its employees~~ and ~~their families, and generally 75 percent of the premiums of health and dental insurance coverage for all employees, as well as 100 percent of the cost of~~providing life insurance and short-term and long-term disability ~~insurance.~~insurance at no cost to the employee.

In addition to flexible working arrangements, the Company offers the following enrichment opportunities and benefits to all eligible employees:

•A 401(k) plan with a history of annual discretionary Company employee match or profit sharing contributions;

•Minimum paid time off of 20 days in addition to public holidays, sick leave and other leaves offered by the company;

•Ability to rollover or donate certain paid time off;

•A 12-week fully paid parental leave;

•A legal aid program; and

•In house training and tuition reimbursement for select education costs.

The Company also promotes the philanthropic efforts of its employees by providing 24 hours of paid time off toward volunteerism and matching employee charitable contributions dollar for dollar (up to $1,000 per employee per year).

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More information regarding the Company’s human capital policies, programs and initiatives is available in the "ESG" tab under the “Investors” section of its public website and the Company’s ESG Report. Information contained on or accessed through the Company’s website is not considered part of this Annual Report nor any registration statement that incorporates this Annual Report by reference.

COMPETITION

We face competition from other real estate companies to acquire, ~~dispose~~develop and ~~develop~~manage multifamily properties. As an owner and operator of multifamily properties, we also face competition for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose pricing may be perceived as a better value given the quality, location, terms and amenities that the prospective resident seeks. We also compete against condominiums and single-family homes that are for sale or rent, including those offered through online platforms. Although we often compete against large, sophisticated developers and operators for development opportunities and for prospective residents, real estate developers and operators of any size can provide effective competition for both real estate assets and potential residents.

GOVERNMENT REGULATIONS

In the ordinary course of business, the development, maintenance and management of commercial and multifamily properties is subject to various laws, ordinances, and regulations, including those concerning entitlement, building, health and safety, site and building design, environment, zoning, sales, and similar matters which apply to or affect the real estate ~~development~~ industry. Multifamily properties and their owners are subject to various laws, ordinances, and regulations, including those related to real estate broker licensing and regulations relating to recreational facilities such as swimming pools, activity centers, and other common areas. As an owner and operator of multifamily properties, we also may be subject to rent or rent stabilization laws. In addition, various federal, state, and local laws subject real estate owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present.

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These materials may include lead-based paint, asbestos, polychlorinated biphenyls, and petroleum-based fuels. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the release or presence of such materials. In connection with the ownership of real estate, we could potentially be liable for environmental liabilities or costs associated with our real estate, whether currently owned, acquired in the future, or owned in the past. The risks related to government regulation, including health, safety and environmental matters, are described in more detail in Item 1A. Risk Factors – Operating Risks.

INDUSTRY SEGMENTS

The Company operates in two industry segments: (i) multifamily real estate and services and (ii) commercial and other real estate. As of December 31, ~~2022,~~2023, the Company does not have any foreign revenues and its business is not seasonal. Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments.

SIGNIFICANT TENANTS

As of December 31, ~~2022,~~2023, no ~~commercial~~ tenant accounted for more than 10 percent of the Company’s consolidated revenues.

RECENT DEVELOPMENTS

In ~~2022,~~2023, the Company accomplished a number of important milestones in substantially completing its transformation to a pure play multifamily REIT.

The Company continued to streamline the portfolio by disposing of non-strategic office and hotel assets and selectively culling the land portfolio to right-size the Company’s equity allocated to its development pipeline and speculative land bank by:

•~~Disposing~~Closing on the sale of ~~two office New Jersey Waterfront properties for net proceeds of $550.8 million, bringing total proceeds realized~~the Port Imperial Hotels, resulting in the Company's full exit from the ~~disposition of office properties to $1.6 billion.~~hotel segment

•~~Disposing~~Consummating the sale of ~~six developable land properties in New Jersey~~Harborside 1, 2, & 3 for an aggregate price of $420 million, releasing approximately $360 million of net ~~sales proceeds of approximately $151.7 million, bringing total proceeds realized from the disposition of land parcels to $198.6 million.~~proceeds.

•~~Disposing~~Sold over $700 million of ~~its 50% interest in~~non-strategic assets since the ~~Hyatt Hotel joint venture, with the hotel selling for gross proceeds~~beginning of ~~$117.0 million.~~

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•~~Entering into a definitive contract to sell the last remaining suburban office asset for $17.3 million gross proceeds, (subject to due diligence~~eight properties and ~~closing conditions).~~four land parcels.

•
~~Entering into a definitive~~

As of February 21, 2024, approximately $139 million of non-strategic assets are under binding contract ~~to sell~~for sale, including our last office property, Harborside ~~1, 2 and 3 for $420.0 million gross proceeds (subject to due diligence and closing conditions). Having seven land parcels under definitive contract to sell for gross proceeds of $108.6 million.~~5.

The Company also thoughtfully redeployed proceeds from its disposition activities, ~~to strengthen~~strengthened its balance sheet, ~~maximize its tax strategy,~~ and ~~enhance~~enhanced its portfolio by:

•~~Retiring $400.0 million~~Negotiating the early redemption of ~~mortgage financing from proceeds of dispositions of office assets, bringing the total amount of debt repaid~~Rockpoint's interest in VRT for $520 million. Refer to ~~$524.5 million.~~Note 14: Redeemable Noncontrolling Interests for more details and defined terms.

•~~Paying down~~Entering into a $115 million term loan and $60 million revolving credit facility. The full proceeds of the ~~Company’s~~term loan and $52 million of the revolving credit facility ~~by $148.0 million~~were drawn in July 2023 to ~~zero~~fund the early redemption of Rockpoint's interest in VRT. The full balances were repaid as of December 31, ~~2022, bringing~~2023 using proceeds from non-strategic sales, cash flow from operations, and proceeds from the ~~total reduction in consolidated net indebtedness to $898 million.~~

•~~Acquiring one Class A, 240-unit multifamily property located in Park Ridge, New Jersey for $130.3 million gross proceeds.~~

•~~Commencing operations on a Class A, 750-unit property located in Jersey City, New Jersey that as~~refinancing of ~~February 15, 2023 was 95.9% leased and 92.5% occupied.~~Haus25.

•Refinancing ~~$156 million~~the Haus25 construction ~~loans with $185 million floating~~loan well ahead of its December 2024 maturity at an interest rate ~~mortgage notes, resulting in total release~~ of ~~additional mortgage proceeds~~5.46%, realizing a 124 basis point coupon saving relative to the prior construction loan while improving the term and distribution of ~~$29 million at completion of refinancing.~~the Company's overall debt maturity profile.

•

As of December 31, ~~2022, 90%~~2023, 99.9% of the Company's total debt portfolio (consolidated and unconsolidated) was hedged or fixed at a weighted average interest rate of 4.5%. The debt portfolio has a weighted average maturity of ~~3.9~~3.7 years.

The Company continued to further enhance its ESG and operational platform by:

•~~Enhancing the portfolio’s composition by ending~~Ending the year with over ~~40%~~80 percent of the Company’s wholly-owned multifamily portfolio Green Certified (LEED®, ENERGY STAR®, or equivalent), up from ~~25% in~~43 percent at the end of ~~2021.~~2022.

•~~Setting a target~~Exceeding its goal to reduce Scope 1 and 2 emissions by ~~50%~~50 percent by 2030, validated by the Science Based Targets ~~initiative.~~initiative, and reducing like-for-like emissions by 54 percent compared to the 2019 baseline.

•Surpassing its goal of reducing energy consumption by 20 percent by 2030 well ahead of schedule, cutting consumption by 24 percent over the last three years.

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•Earning ~~5 Star~~a 5-Star ESG rating from GRESB ~~the~~(the highest rating offered for distinguished ESG leadership and ~~performance.~~performance) for the second year in a row.

•Expanding disclosure with respect to Scope 3 emissions, covering more than 90 percent of our operational carbon footprint in our 2022 ESG Report.

•Reaching its target of sustainability addenda in more than 99 percent of residential leases.

•Continuing its focus on resident satisfaction and experience, translating into an ~~82.75~~83.16 J Turner ORA Ranking as of ~~year-end 2022,~~December 2023, compared to a national average of ~~62.88.~~63.63.

AVAILABLE INFORMATION

The Company’s corporate offices are located at Harborside 3, 210 Hudson Street, Suite 400, Jersey City, New Jersey 07311, and its telephone number is (732) 590-1010. The Company’s internet website is www.verisresidential.com. Information contained on or accessed through the Company's website is not considered part of this Annual Report nor any registration statement that incorporates this Annual Report by reference. The Company makes available free of charge on or through its website the annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished by the Company pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission. In addition, the Company’s internet website includes other items related to corporate governance matters, including, among other things, the Company’s corporate governance principles, charters of ~~various~~the standing committees of the Board of Directors, ~~and~~the code of business conduct and ethics applicable to all employees, officers and ~~directors.~~directors, the Dodd-Frank clawback policy and insider trading policy. The General Partner intends to disclose on the Company’s internet website any amendments to or waivers from its code of business conduct and ethics as well as any amendments to its other governance documents, including without limitation the corporate governance principles, Dodd-Frank clawback policy, insider trading policy or the charters of ~~various~~the standing committees of the Board of Directors. Copies of these documents may be obtained, free of charge, from our internet website. Any shareholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Veris Residential, Inc. Investor Relations Department, Harborside 3, 210 Hudson St., Ste. 400, Jersey City, NJ 07311 or to investorrelations@verisresidential.com.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this report, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue,” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although

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we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

•risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our ~~tenants~~residents and ~~residents;~~tenants;

•the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;

•~~the extent of any tenant bankruptcies or of any early lease terminations;~~

•~~our ability to lease or re-lease space at current or anticipated rents;~~

•changes in the supply of and demand for our ~~properties;~~

•~~changes in interest rate levels and volatility in the securities markets;~~

•properties, as well as demand for services or amenities at our ability to complete construction and development activities on time and within budget, including without limitation obtaining regulatory permits and the availability and cost of materials, labor and equipment;properties;

•our ability to attract, hire and retain qualified personnel;

•forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, leasing activities, capitalization rates, and projected revenue and income;

•changes in operating costs;

•our ability to complete construction and development activities on time and within budget, including without limitation obtaining regulatory permits and the availability and cost of materials, labor and equipment;

•our ability to obtain adequate insurance, including coverage for losses resulting from catastrophes, natural disasters, pandemics and terrorist acts;

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•our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;

•the extent of any tenant bankruptcies or of any early lease terminations;

•our ability to lease or re-lease space at current or anticipated rents;

•changes in governmental regulation, tax rates and similar ~~matters;~~matters, including rent stabilization laws or other housing laws and regulations; and

•other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the ~~tenants~~residents or ~~residents~~tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.

For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

ITEM 1A. RISK FACTORS

Our results from operations and ability to make distributions on our equity and debt service on our indebtedness may be affected by the risk factors set forth below. All investors should consider the following risk factors before deciding to purchase securities of the Company. The Company refers to itself as “Veris,” “we” or “our” in the following risk factors.

OPERATING RISKS

Adverse economic and geopolitical conditions in general and the Northeastern office markets in particular could have a material adverse effect on our results of operations, financial condition and our ability to pay distributions to you.

Our business may be affected by the continuing volatility in the financial and credit markets, the general global economic conditions and other market or economic challenges experienced by the U.S. economy or the real estate industry as a whole. Our business also may be adversely affected by local economic conditions, as substantially all of our revenues are derived from our properties located in New Jersey, New York and Massachusetts. Because our portfolio currently consists primarily of multifamily and office rental buildings (as compared to a more diversified real estate portfolio) located in the Northeast, if economic conditions persist or deteriorate, then our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions:

•
significant job losses in the financial and professional services industries may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;

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~~returns from both our existing operations and our acquisition and development activities and increase our future interest expense;~~

•reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;

•the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors;

•~~reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and~~

•one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

~~These conditions, which could have a material adverse effect on our results of operations, financial condition and ability to pay distributions, may continue or worsen in the future.~~

Our performance is subject to risks associated with the ~~real estate industry.~~operation of multifamily properties.

General: Our business and our ability to make distributions or payments to our investors depend on the ability of our properties to generate funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditures). Events or conditions that are beyond our control may adversely affect our operations and the value of our multifamily properties. Such events or conditions could include:

•~~changes in the general economic climate and conditions;~~

•~~changes in local conditions, such as~~ an oversupply of ~~office space, a reduction in demand for office space, or reductions in office market rental rates;~~

•~~an oversupply~~ or reduced demand for multifamily ~~apartments~~properties caused by a decline in household formation ~~decline in~~or employment, a lack of employment growth or otherwise;

•~~decreased attractiveness of our properties to tenants~~corporate restructurings and/or layoffs, and ~~residents;~~industry slowdowns;

•~~competition from other office~~decreases in the demand for services or amenities, the convenience and attractiveness of the communities or neighborhoods in which our multifamily ~~properties;~~rental properties are located or the quality of local schools;

•development by competitors of competing multifamily communities;

•the inability or unwillingness of ~~tenants~~residents to pay rent or rent increases;

•changes in the financial condition of Fannie Mae or Freddie Mac which provide a major source of financing to the multifamily rental sector;

•rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multifamily rents to offset increases in operating costs;

•our inability to provide adequate maintenance;

•increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents;

•changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance;

•~~changes in interest rate levels and the availability of financing;~~

•~~the inability of a significant number of tenants or residents to pay rent;~~

•~~our inability to rent multifamily or office rental space on favorable terms; and~~

•civil unrest, earthquakes, pandemics, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.

Competition could limit our ability to lease multifamily properties or increase or maintain rents: Our multifamily properties compete with other multifamily property operators as well as rental housing alternatives, such as single-family homes for rent and short term furnished offerings such as those available from extended stay hotels or through online listing services. In addition, our multifamily residents and prospective residents also consider, as an alternative to renting, the purchase of a new or existing condominium or single-family home. Competitive residential housing could adversely affect our ability to lease multifamily units and to increase or maintain rental rates.

Short-term leases expose us to the effects of declining market rents: Our multifamily leases are for an average term of 13 months. Because these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

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We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue: We earn a significant portion of our income from renting our multifamily properties. Our operating costs, however, do not necessarily fluctuate in relation to changes in our rental revenue. This means that our costs will not necessarily decline even if our revenues do. Our operating costs also could ~~also~~ increase while our revenues do not. If our operating costs increase ~~but~~significantly to the point that they exceed our rental revenues, ~~do not,~~ we may be forced to borrow to cover our costs and we may incur losses. Such losses may adversely affect our ability to make distributions or payments to our investors.

We face risks associated with the operation of our commercial office properties.

Financially distressed commercial office tenants may be unable to pay rent: If a commercial office tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord and protecting our investments. If a tenant files for bankruptcy, we cannot evict the tenant solely because of the bankruptcy and a potential court judgment rejecting and terminating such tenant’s lease (which would subject all future unpaid rent to a statutory cap) could adversely affect our ability to make distributions or payments to our investors as we may be unable to replace the defaulting tenant with a new tenant at a comparable rental rate without incurring significant expenses or a reduction in rental income.

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Renewing commercial office leases or re-letting commercial office space could be costly: If a commercial office tenant does not renew its lease upon expiration or terminates its lease early, we may not be able to re-lease the space on favorable terms or at all. If a tenant does renew its lease or we re-lease the space, the terms of the renewal or new lease, including the cost of required renovations or concessions to the tenant, may be less favorable than the current lease terms, which could adversely affect our ability to make distributions or payments to our investors.

~~Adverse developments concerning some~~We may not be able to dispose of remaining non-core assets within our anticipated timeframe or at favorable prices:The Company has determined to sell over time properties deemed non-core assets. While we intend to dispose of these properties opportunistically over time, there can be no assurance that these dispositions will be completed during the period of our ~~major tenants~~strategic initiative. In addition, market conditions will impact our ability to dispose of these properties, and ~~industry concentrations~~there can be no assurance that we will be successful in disposing of these properties for their estimated sales prices. A failure to dispose of these properties for their estimated market values as planned, or unfavorable tax consequences of the disposition of these properties could have a ~~negative impact~~material adverse effect on our ~~revenue~~ability to finance our acquisition and development plans and could adversely affect our ability to make distributions or payments to our investors.:

We ~~have tenants concentrated in various industries that may be experiencing adverse effects of current economic conditions. For instance, 7.09 percent of our revenue is derived from tenants in~~face general market and operational risks associated with the ~~Securities, Commodity Contracts and Other Financial Services~~real estate industry. Our business could be adversely affected if any of these industries suffered a downturn and/or these tenants or any other tenants became insolvent, declared bankruptcy or otherwise refused to pay rent in a timely manner or at all.

Our insurance coverage on our properties may be inadequate or our insurance providers may default on their obligations to pay claims: We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood. We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties. We cannot guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, while our current insurance policies insure us against loss from catastrophic loss, natural disasters, terrorist acts and toxic mold, in the future, insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively expensive. If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. Should an uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue from the property or properties. Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. ~~We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future.~~ If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Such events could adversely affect our ability to make distributions or payments to our investors. If one or more of our insurance providers were to fail to pay a claim as a result of insolvency, bankruptcy or otherwise, the nonpayment of such claims could have an adverse effect on our financial condition and results of operations. In addition, if one or more of our insurance providers were to become subject to insolvency, bankruptcy or other proceedings and our insurance policies with the provider were terminated or canceled as a result of those proceedings, we cannot guarantee that we would be able to find alternative coverage in adequate amounts or at reasonable prices. In such case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed to potential losses relating to any claims that may arise during such period of lapsed or inadequate coverage. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future.

Illiquidity of real estate limits our ability to act quickly: Real estate investments are relatively illiquid. Such illiquidity may limit our ability to react quickly in response to changes in economic and other conditions. If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the sales price of that investment ~~might~~may not ~~recoup~~be recouped or may exceed the amount of our investment. The prohibition in the Internal Revenue Code of 1986, as

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amended (the “IRS Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property. The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.

Some of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs, are subject to inflation: A portion of our operating expenses is sensitive to inflation. These include expenses for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance. Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changes in the fair value of our properties. We also have ground lease expenses in certain of our properties. Ground lease costs are contractual, but in some cases, lease payments reset every few years based on changes of consumer price indexes.

Inflation and its related impacts, including increased prices for services and goods and higher interest rates and wages, and any policy interventions by the U.S. government, could negatively impact our resident’s ability to pay rents or our results of operations. Our multifamily leases are for an average term of 13 months, which we believe mitigates our exposure to inflation, by permitting us to set rents commensurate with inflation (subject to rent regulations to the extent they apply and assuming our current or prospective residents will accept and can pay commensurate increased rents, of which there can be no assurance). Inflation could outpace any increases in rent and adversely affect us. We may not be able to ~~dispose~~mitigate the effects of ~~non-core office assets within our anticipated timeframe or at favorable prices: The Company has determined to sell over time properties at total estimated sales proceeds~~inflation and related impacts, and the duration and extent of ~~up to $212 million. While we intend to dispose~~any prolonged periods of these properties opportunistically over time, there can be no assurance that these dispositions will be completed during the period of our strategic initiative. In addition, market conditions will impact our ability to dispose of these properties,inflation, and there can be no assurance that we will be successful in disposing of these properties for their estimated sales prices. A failure to dispose of these properties for their estimated market values as planned, or unfavorable tax consequences of the disposition of these properties could have a materialany related adverse ~~effect~~effects on our ~~ability to finance our acquisition~~results of operations and ~~development plans and~~financial condition, are unknown at this time. Inflation may also cause increased volatility in financial markets, which could ~~adversely~~ affect our ability to ~~make distributions~~access the capital markets or ~~payments~~impact the cost or timing at which we are able to do so.

Additionally, inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete our ~~investors.~~

~~New acquisitions,~~development and redevelopment projects, including, ~~acquisitions~~but not limited to, costs of ~~multifamily rental properties, may fail to perform as expected~~construction materials, labor, and ~~will subject us to additional new risks~~services from third-party contractors and suppliers. Higher acquisition and construction costs could adversely ~~affect~~impact our net investments in real estate and expected yields on our development and redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. Our commercial leases have fixed rent increases which may not increase in line with inflation, this causing our net operating income to decrease. As a result, our financial condition, results of operations, and cash flows, as well as our ability to ~~make distributions or payments to our investors~~pay dividends, could be adversely affected over time.

We face risks associated with property acquisitions: We intend to and may acquire new properties, primarily in the multifamily rental sector, assuming that we are able to obtain capital on favorable terms. Such newly acquired properties may not perform as expected and may subject us to unknown liability with respect to liabilities relating to such properties for clean-up of undisclosed environmental contamination or

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claims by tenants, residents, vendors or other persons against the former owners of the properties. Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues. In addition, future operating expenses or the costs necessary to bring an acquired property up to standards established for its intended market position may be underestimated. The search for and process of acquiring such properties will also require a substantial amount of management’s time and attention. ~~As our portfolio shifts from primarily commercial office properties to increasingly more multifamily rental properties we will face additional and new risks such as:~~

•~~shorter-term leases of one-year on average for multifamily rental communities, which allow residents to leave after the term of the lease without penalty;~~

•~~dependency on the convenience and attractiveness of the communities or neighborhoods in which our multifamily rental properties are located and the quality of local schools~~In addition, developers and other ~~amenities;~~real estate companies may compete with us in seeking properties for acquisition, land for development and

•~~dependency on the financial condition of Fannie Mae or Freddie Mac which provide a major source of financing to the multifamily rental sector.~~

~~The above factors could~~ prospective tenants. Such competition may adversely affect our ability to make distributions or payments to our ~~investors.~~investors by:

•reducing the number of suitable investment opportunities offered to us;

•increasing the bargaining power of property owners;

•interfering with our ability to attract and retain tenants; and

•adversely affecting our ability to minimize expenses of operation.

Our acquisition activities and their success are subject to the following risks:

•adequate financing to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets;

•even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs; and

•any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied.

Americans with Disabilities Act compliance could be costly: Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could involve removal of structural barriers from certain

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disabled persons’ entrances. Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses.

Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our ability to make distributions or payments to our investors.

Environmental problems are possible and may be costly: Various federal, state and local laws and regulations subject property owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property. These laws often impose liability without regard to whether the owner or operator was responsible for or even knew of the presence of such substances. The presence of or failure to properly remediate hazardous or toxic substances (such as toxic mold, lead paint and asbestos) may adversely affect our ability to rent, sell or borrow against contaminated property and may impose liability upon us for personal injury to persons exposed to such substances. Various laws and regulations also impose liability on persons who arrange for the disposal or treatment of hazardous or toxic substances at another location for the costs of removal or remediation of such substances at the disposal or treatment facility. These laws often impose liability whether or not the person arranging for such disposal ever owned or operated the disposal facility. Certain other environmental laws and regulations impose liability on owners or operators of property for injuries relating to the release of asbestos-containing or other materials into the air, water or otherwise into the environment. As owners and operators of property and as potential arrangers for hazardous substance disposal, we may be liable under such laws and regulations for removal or remediation costs, governmental penalties, property damage, personal injuries and related expenses. Payment of such costs and expenses could adversely affect our ability to make distributions or payments to our investors.

~~Our~~Environmental, Social and Governance factors may impose additional costs and/or expose us to new risks: Certain investors, customers, regulators and other stakeholders have focused more on corporate ~~sustainability strategies may not be effective~~. ~~Our sustainability strategy~~responsibility, specifically related to environmental, social and governance (“ESG”) factors. Additionally, there is ~~focused~~increased attention on ~~building and maintaining healthy, high-performance properties, while mitigating operational costs~~these matters by various regulatory authorities, including the SEC, and the ~~potential external impacts~~expense and activities necessary to comply with new regulations or standards may be significant. Third-party providers of ~~energy, water, waste, greenhouse gas emissions~~corporate responsibility ratings and ~~climate change. Failure~~reports on companies have also increased in number, resulting in varied, and in some cases, inconsistent standards. Some investors use these factors to ~~develop~~guide their investment strategies and, ~~maintain sustainable buildings relative~~in some cases, may choose not to invest in us if they believe our ~~peers could adversely impact our ability~~policies relating to ~~lease space at competitive rates and negatively impact our results of operations and portfolio attractiveness.~~ESG are inadequate or objectionable.

WeThe regulations and criteria for assessing corporate responsibility practices are evolving, which could result in our undertaking costly initiatives and activities to meet any new regulations or criteria. Additionally, if we are unable to or elect not to satisfy any new regulation or criteria, or do not meet the criteria of a specific third-party provider, some investors may conclude our policies with respect to ESG are inadequate, and we may face ~~risks associated with property acquisitions~~: reputational damage.

We have ~~acquired~~communicated certain initiatives and goals regarding ESG matters in our 2022 ESG Report on our website, and we may communicate revised or additional initiatives or goals in the ~~past, and our long-term strategy is~~future. We could be unsuccessful or perceived to ~~continue to pursue the acquisition of rental properties, primarily~~be unsuccessful in the ~~Northeast, particularly multifamily rental properties. We may~~achievement of our ESG initiatives or goals, or we could be ~~competing~~criticized for ~~investment opportunities with entities that have greater financial resources. Several developers~~the scope of our initiatives or goals. If we fail to meet the expectations of investors, customers, regulators, and ~~real estate companies may compete with us in seeking properties for acquisition, land for development and prospective tenants. Such competition may adversely affect~~other stakeholders; our ~~ability to make distributions or payments to our investors by:~~

•~~reducing the number of suitable investment opportunities offered to us;~~

•~~increasing the bargaining power of property owners;~~

•~~interfering with our ability to attract and retain tenants;~~

•~~increasing vacancies which lowers market rental rates and limits our ability to negotiate rental rates; and/or~~

•~~adversely affecting our ability to minimize expenses of operation.~~

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~~Our acquisition activities and their success are subject to the following risks:~~

•~~adequate financing to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets;~~

•~~the actual costs of repositioning or redeveloping acquired properties may be greater than our estimates;~~

•~~any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that~~initiatives are not ~~within~~executed as planned; or we do not achieve our ~~control, which may not be satisfied; and~~

•~~we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into~~goals, our ~~existing operations, and acquired properties may fail to perform as expected; which may adversely affect our results of operations~~reputation and financial ~~condition.~~results could be adversely impacted.

Development of real estate, including the development of multifamily rentalreal estate could be costly: As part of our operating strategy, we may acquire land for development or construct on owned land, under certain conditions. Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors:

•financing for development projects may not be available on favorable terms;

•long-term financing may not be available upon completion of construction;

•failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs; and

•failure to rent the development at all or at rent levels originally contemplated.

Property ownership through joint ventures could subject us to the contrary business objectives of our co-venturers: We ~~from time to time,~~ invest in joint ventures or partnerships in which we do not hold a controlling interest in the assets underlying the entities in which we invest, including joint ventures in which (i) we own a direct interest in an entity which controls such assets, or (ii) we own a direct interest in an entity which owns indirect interests, through one or more intermediaries, of such assets. These investments involve risks that do not exist with properties in which we own a controlling interest with respect to the

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underlying assets, including the possibility that (i)our co-venturers or partners may control the joint venture and we may not be able to prevent them from taking certain actions; (ii) we may have limited rights to terminate or liquidate our investment; (iii) the distribution preferences of our co-venturers or partners may limit operating, liquidating and disposition distributions to us; (iv) our co-venturers or partners may, at any time, become insolvent or otherwise refuse to make capital contributions when due, ~~(ii)~~(v) we may be responsible to our co-venturers or partners for indemnifiable losses, ~~(iii)~~(vi) we may become liable with respect to guarantees of payment or performance by the joint ventures, ~~(iv)~~(vii) we may become subject to buy-sell arrangements which could cause us to sell our interests or acquire our co-venturer’s or partner’s interests in a joint venture, or ~~(v)~~(viii) our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives. Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives. While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary actions. Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships. If the objectives of our co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors.

We may face increased risks and costs associated with volatility in commodity and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction ~~projects.~~

projects:The price of commodities and skilled labor for our construction projects may increase unpredictably due to external factors, including, but not limited to, performance of third-party suppliers and contractors; overall market supply and demand; government regulation; international trade; and changes in general business, economic, or political conditions. As a result, the costs of raw construction materials and skilled labor required for the completion of our development and redevelopment projects may fluctuate significantly from time to time.

We rely on a number of third-party suppliers and contractors to supply raw materials and skilled labor for our construction projects. While we do not rely on any single supplier or vendor for the majority of our materials and skilled labor, we may experience difficulties obtaining necessary materials from suppliers or vendors whose supply chains might become impacted by economic or political changes, or difficulties obtaining adequate skilled labor from third-party contractors in a tightening labor market. It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our ~~control, including, but not limited to, effects of COVID-19.~~control. We may be

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forced to purchase supplies and materials in larger quantities or in advance of when we would typically purchase them. This may cause us to require use of capital sooner than anticipated. Alternatively, we may also be forced to seek new third-party suppliers or contractors, whom we have not worked with in the past, and it is uncertain whether these new suppliers will be able to adequately meet our materials or labor needs. Our dependence on unfamiliar supply chains or relatively small supply partners may adversely affect the cost and timely completion of our construction projects. In addition, we may be unable to compete with entities that may have more favorable relationships with their suppliers and contractors or greater access to the required construction materials and skilled labor.

During 2022, industry prices for certain construction materials, including steel, copper, lumber, plywood, electrical materials, and HVAC materials, experienced significant increases as a result of low inventories; surging demand fueled by the U.S. economy rebounding from the effects of COVID-19; tariffs imposed on imports of foreign steel, including on products from key competitors in the European Union (“EU”) and China; and significant changes in the U.S. steel production landscape stemming from the consolidation of certain steel-producing companies. Price surges on construction materials may result in corresponding increases in our development costs.

~~Short-term multifamily leases expose us to the effects of declining market rents.~~

Substantially all of our multifamily apartment leases are for a term of one year or less. Because these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

~~Competition in the multifamily rental and residential housing markets could limit our ability to lease multifamily units or increase or maintain rents.~~

Our multifamily properties compete with other apartment operators as well as rental housing alternatives, such as condominiums or single-family homes for rent and short term furnished offerings such as those available from extended stay hotels or through on-line listing services. In addition, our residents and prospective residents also consider, as an alternative to renting, the purchase of a new or existing condominium or single-family home. Competitive residential housing could adversely affect our ability to lease apartment homes and to increase or maintain rental rates.

The ongoing coronavirus ("COVID-19") pandemic and measures intended to prevent its spread present material uncertainty and risk and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

The global outbreak of COVID-19 across many countries around the globe, including the United States, has significantly slowed global economic activity and caused significant volatility in financial markets. Although the U.S. Food and Drug Administration has approved therapies and vaccines for distribution, there remain uncertainties as to the overall efficacy of the vaccines, especially as new strains of the coronavirus continue to emerge, and the level of resistance these new strains have to the existing vaccines, if any.

Certain states and cities, including all of the jurisdictions in which our properties are located, have taken and may re-institute measures to prevent or slow the spread of COVID-19, and its variants including by instituting quarantines, vaccination mandates, and testing requirements restrictions on travel, "stay-at-home" rules, restrictions on types of business that may continue to operate and/or restrictions on the types of construction projects that may continue. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries.

The COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. The COVID-19 pandemic could negatively impact our business in a number of ways, including:

•~~a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or customer action;~~

•declining household incomes and wealth or the deterioration in the financial condition or liquidity of our tenants, customers or other counterparties, which could result in their inability to pay rents or failure to meet their contractual obligations to us;

•~~the potential negative impact on our ability to complete planned acquisitions or dispositions of assets on expected terms or timelines, or at all;~~

•reduced demand for space at our office properties and units at our multifamily residential properties, which could have a negative impact on our prospects for leasing current or additional space and/or renewing leases with existing tenants;

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•difficulty accessing debt and equity capital on attractive terms, or at all, which could result in reduced availability and increased cost of capital necessary to fund business operations, finance our development pipeline or address maturing liabilities on a timely basis;

•~~costs associated with construction delays and cost overruns at our development and redevelopment projects;~~

•unanticipated costs and operating expenses associated with remote work arrangements, sanitation measures performed at each of our properties, and other measures to protect the welfare of our employees and tenants; and

•the potential negative impact on the health of our employees, particularly if a significant number of them are impacted, which could result in a deterioration in our ability to ensure business continuity during this disruption.

The extent to which the COVID-19 pandemic may adversely affect our business will depend on future developments, including, among others, the severity and duration of the pandemic, the effectiveness of COVID-19 vaccines in curbing the spread of the virus, the nature and duration of other measures taken to contain the pandemic or mitigate its impact, and the direct and indirect economic impact of the pandemic and containment measures on the industries in which we and our customers operate. Moreover, with the potential for continued new strains of COVID-19 to emerge, governments and businesses may re-impose aggressive measures to help slow its spread in the future. Among other things COVID-19 and government and our responses to the virus could (1) adversely affect the ability of our suppliers and vendors to provide products and services to us; (2) make it more difficult for us to serve our tenants, including as a result of delays or suspensions in the issuance of permits or other authorizations needed to conduct our business; (3) cause labor shortages in the available labor force due to quarantine requirements thereby making it more difficult for us to attract, hire and retain qualified personnel; and (4) increase our cost of capital and adversely impact our access to capital. Due to factors beyond our knowledge or control, including the duration and severity of COVID-19, as well as third-party actions taken to contain its spread and mitigate its public health effects, at this time we cannot estimate or predict with certainty the impact of COVID-19 or the measures the government and we take in response thereto on our financial position, results of operations and cash flows.

CAPITAL AND FINANCING RISKS

We are subject to financial and credit risks associated with general economic and market conditions.

Our business may be affected by volatility in the financial and credit markets, the general global economic conditions and other market or economic challenges experienced by the U.S. economy or the real estate industry as a whole or in the Northeast where our properties are located. Our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions:

•our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense;

•reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and

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Our performance is subject to risks associated with the anticipated completion of our repositioning ~~a significant portion~~ of the Company’s portfolio from ~~office~~diversified asset classes to exclusively multifamily rental properties.

Repositioning the Company’s office portfolio may result in ~~impairment charges or~~ less than expected returns on office properties andcould adversely affect our ability to make distributions or payments to our investors: There can be no assurance that the Company, as it seeks to ~~reposition~~complete the repositioning of a portion of its portfolio from office to the multifamily rental sector, will be able to sell office properties and purchase multifamily rental properties at prices that in the aggregate are profitable for the Company or are efficient uses of its capital or that would not result in a reduction of the Company’s cash flow, and such transactions could adversely affect our ability to make distributions or payments to our investors. Because real estate investments are relatively illiquid, it also may be difficult for the Company to promptly sell its office properties that are held or may be designated for sale promptly or on favorable terms, which could have a material adverse effect on the Company’s financial condition. In addition, as the Company identifies non-core office properties that may be held for sale or that it intends to hold for a shorter period of time than previously, it may determine that the carrying value of a property is not recoverable over the anticipated holding period of the property. As a result, the Company may incur impairment charges for certain of these properties to reduce their carrying values to the estimated fair market values. Moreover, as the Company seeks to ~~reposition~~complete the repositioning of a portion of its portfolio from office to the multifamily rental sector, the Company may be subject to a Federal income tax on gain from sales of properties due to limitations in the IRS Code and related regulations on a real estate investment trust’s ability to sell properties. The Company intends to structure its property dispositions in a tax-efficient manner and avoid the prohibition in the IRS Code against a real estate investment trust holding properties for sale. There is no guaranty, however, that such dispositions can be achieved without the imposition of federal income tax on any gain recognized.

Unfavorable changes in market and economic conditions could adversely affect multifamily rental occupancy, rental rates, operating expenses, and the overall market value of our assets, including joint ventures. Local conditions that may adversely affect conditions in multifamily residential markets include the following:

•~~plant closings, industry slowdowns and other factors that adversely affect the local economy;~~

•~~an oversupply of, or a reduced demand for, apartment units;~~

•~~a decline in household formation or employment or lack of employment growth;~~

•~~the inability or unwillingness of residents to pay rent increases;~~

•~~rent control or rent stabilization laws, or other laws regulating housing, that could prevent us from raising rents to offset increases in operating costs; and~~

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•~~economic conditions that could cause an increase in our operating expenses, such as increases in property taxes, utilities, compensation of on-site associates and routine maintenance.~~

Changes in applicable laws, or noncompliance with applicable laws, could adversely affect our operations or expose us to liability: We must develop, construct and operate our communities in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations. These laws and regulations may include zoning laws, building codes, landlord tenant laws and other laws generally applicable to business operations. Noncompliance with applicable laws could expose us to liability. Lower revenue growth or significant unanticipated expenditures may result from our need to comply with changes in (i) laws imposing remediation requirements and the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions, (ii) rent control or rent stabilization laws or other residential landlord/tenant laws, or (iii) other governmental rules and regulations or enforcement policies affecting the development, use and operation of our communities, including changes to building codes and fire and life-safety codes.

Failure to succeed in new markets, or with new brands and community formats, or in activities other than the development, ownership and operation of residential rental communities may have adverse consequences: We are actively engaged in development and acquisition activity in new submarkets within our core, Northeast markets where we have owned and operated our historical portfolio of office properties. Our historical experience with properties in our core, Northeast markets in developing, owning and operating properties does not ensure that we will be able to operate successfully in the new multifamily submarkets. We will be exposed to a variety of risks in the multifamily submarkets, including:

•~~an inability to accurately evaluate local apartment market conditions;~~

•~~an inability to obtain land for development or to identify appropriate acquisition opportunities;~~

•~~an acquired property may fail to perform as we expected in analyzing our investment;~~

•~~our estimate of the costs of repositioning or developing an acquired property may prove inaccurate; and~~

•~~lack of familiarity with local governmental and permitting procedures.~~

Debt financing could adversely affect our economic performance.

Scheduled debt payments and refinancing could adversely affect our financial condition: We are subject to the risks normally associated with debt financing. These risks, including the following, may adversely affect our ability to make distributions or payments to our investors:

•market interest rates on loans to refinance indebtedness on our properties at maturity may be significantly higher than the interest rates on that existing indebtedness;

•our cash flow may be insufficient to meet required payments of principal and interest;

•payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses;

•we may not be able to refinance indebtedness on our properties at maturity; and

•if refinanced, the terms of refinancing may not be as favorable as the original terms of the related indebtedness.

As of December 31, ~~2022,~~2023, we had total outstanding indebtedness of $1.9 billion, comprised of no outstanding borrowings under our revolving credit facility and approximately $1.9 billion of mortgages, loans payable and other obligations. We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.

If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following:

•we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multifamily residential properties and development opportunities in particular;

•prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense;

•we may be subject to an event of default pursuant to covenants for our indebtedness;

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•if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and

•foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the IRS Code.

We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating activities: ~~The~~Some of the mortgages on our properties contain customary negative covenants, including limitations on our ability,

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without the prior consent of the lender, to further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases. In addition, our revolving credit ~~facility contains~~and term loan facilities contain customary requirements, including restrictions and other limitations on our ability to incur debt, debt to assets ratios and interest coverage ratios. These revolving credit and term loan covenants may limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them. Some of our debt instruments ~~are cross-collateralized and~~ contain cross default provisions with other debt instruments. Due to this cross-collateralization, a failure or default with respect to certain debt instruments or properties could have an adverse impact on us or our properties that are subject to the cross-collateralization under the applicable debt instrument. Failure to comply with these covenants could cause a default under the agreements and, in certain circumstances, our lenders may be entitled to accelerate our debt obligations. Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations.

Rising interest rates may adversely affect our cash flow: As of December 31, ~~2022,~~2023, we have no outstanding borrowings under our revolving credit facility ~~approximately $147.0 million of our unhedged mortgage indebtedness bearing interest at variable rates~~ and approximately ~~$482.3~~$304.5 million of our hedged mortgage indebtedness ~~bearing~~bears interest at variable rates. We may incur additional indebtedness in the future that bears interest at variable rates. Variable rate debt creates higher debt service requirements if market interest rates increase. Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.

Our degree of leverage could adversely affect our cash flow: We fund acquisition opportunities and development partially through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales and undistributed cash. We expect to refinance projects purchased with short-term debt either with long-term indebtedness or equity financing depending upon the economic conditions at the time of refinancing. The Board of Directors has a general policy of limiting the ratio of our indebtedness to total undepreciated assets (total debt as a percentage of total undepreciated assets) to 50 percent or less, although there is no limit in our organizational documents on the amount of indebtedness that we may incur. However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and unsecured indebtedness. The Board of Directors could alter or eliminate its current policy on borrowing at any time at its discretion. If this policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our cash flow and our ability to make distributions or payments to our investors and/or could cause an increased risk of default on our obligations.

We are dependent on external sources of capital for future growth: To qualify as a real estate investment trust under the IRS Code, the General Partner must distribute to its shareholders each year at least 90 percent of its net taxable income, excluding any net capital gain. Because of this distribution requirement, it is not likely that we will be able to fund all future capital needs, including for acquisitions and developments, from income from operations. Therefore, we will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings. Moreover, additional equity offerings, including sales of the General Partner’s common stock pursuant to its ~~$200~~$100 million At-The-Market equity offering commenced in ~~December 2021,~~November 2023, may result in substantial dilution of our shareholders’ interests, and additional debt financing may substantially increase our leverage.

~~Adverse changes~~We may originate mezzanine loans or make preferred equity investments in the future that may subject the Company to a greater risk of loss than traditional mortgage loans.

We may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. Mezzanine loans may involve a higher degree of risk than a senior mortgage secured by real property, because the security for the loan may lose all or substantially all of its value as a result of foreclosure by the senior lender and because it is in second position and there may not be adequate equity in the property. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our ~~credit ratings could adversely affect~~mezzanine loan. If a borrower defaults on our ~~business and financial condition~~: ~~The credit ratings previously assigned~~mezzanine loan or debt senior to our senior unsecured notes by nationally recognized statistical rating organizations (the “NRSROs”) were based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the NRSROs in their rating analyses of us. These ratings and similar ratings of us and any debtloan, or preferred securities we may issue are subject to ongoing evaluation by the NRSROs, and we cannot assure you that any such ratings will not be changed by the NRSROs if, in their judgment, circumstances warrant. Our credit ratings can affect the amount of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings, and in the event of a borrower bankruptcy, our ~~current credit ratings are downgraded,~~mezzanine loan will be satisfied only after the senior debt. As a result, we ~~would likely incur~~may not recover some of or all our investment. In addition, mezzanine loans typically have higher ~~borrowing costs~~loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and ~~may encounter difficulty in obtaining additional financing.~~

~~The phase-out~~increasing the risk of ~~LIBOR and transition to SOFR as a benchmark interest rate will have uncertain and possibly adverse effects:~~ ~~In 2018, the Alternative Reference Rate Committee (the "AARC") recommended the Secured Overnight Financing Rate (“SOFR”) as the alternative to LIBOR. SOFR is a broad measure~~loss of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, published by the Federal Reserve Bank of New York. While we expect LIBOR to be available in substantially its current form until at least the end of June 30, 2023, it is possible that LIBOR will become unavailable prior to that point. Due to the broad use of LIBOR as a reference rate, the impact of this transition on the interest rates charged to the Company could possibly adversely affect our financing costs, including spread pricing on our revolving credit facility and certain other floating rate debt obligations, as well as our operations and cash flows.principal.

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~~Additionally, although SOFR is~~

We may in the ~~AARC's recommended replacement rate, it is also possible~~future make preferred equity investments in corporations, limited partnerships, limited liability companies or other entities that ~~lenders~~have been formed for the purpose of directly or indirectly acquiring, developing or managing real property. Generally, we will not have the ability to control the daily operations of the entity, and we will not have the ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations. Although we would seek to maintain sufficient influence over the entity to achieve our objectives, our partners may ~~instead choose alternative replacement rates~~have interests that ~~may~~ differ from ~~LIBOR~~ours and may be in ~~ways similar~~a position to ~~SOFR or in ways~~take actions without our consent that ~~would result in higher interest costs for us. It is not yet possible~~are inconsistent with our interests. Further, if our partners were to ~~predict the magnitude of LIBOR's end on our borrowing costs given the remaining uncertainty about which rate(s) will replace LIBOR.~~

~~Some of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs, are subject~~fail to ~~inflation.~~

A portion of our operating expenses is sensitive to inflation. These include expenses for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance. Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changesinvest additional capital in the ~~fair value of~~entity when required, we may have to invest additional capital to protect our ~~properties. We also~~investment. Our partners have ~~ground lease expenses~~ in ~~certain of~~the past failed, and may in the future fail, to develop or operate the real property, operate the entity, refinance property indebtedness or sell the real property in the manner intended and as a result the entity may not be able to redeem our ~~properties. Ground lease costs are contractual, but~~investment or pay the return expected to us in ~~some cases, lease payments reset every few years based on changes of consumer price indexes.~~

Our operating expenses, with the exception of ground lease rental expenses, are typically recoverable through our lease arrangements, which allow us to pass through substantially all expenses associated with property taxes, insurance, utilities, repairs and maintenance, and other operating expenses (including increases thereto) to our tenants. During inflationary periods,a timely manner if at all. In addition, we may not be able to ~~recover~~dispose of our investment in the ~~cost of increases~~entity in ~~operating expenses~~a timely manner or at the price at which we would want to divest. In the event that ~~exceed~~such an entity fails to meet expectations or becomes insolvent, we may lose our entire investment in the ~~fixed amounts for these expenses pursuant to our leases with tenants in our commercial office properties.~~entity.

Additionally, inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and suppliers. Higher acquisition and construction costs could adversely impact our net investments in real estate and expected yields on our development and redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. Our commercial leases have fixed rent increases which may not increase in line with inflation, this causing our net operating income to decrease. As a result, our financial condition, results of operations, and cash flows, as well as our ability to pay dividends, could be adversely affected over time.

MANAGEMENT RISKS

We may not be able to attract, integrate, manage and retain personnel to execute our business strategy, and competition for skilled personnel could increase our labor costs.

Our success depends upon our ability to attract, integrate, manage and retain personnel who possess the skills and experience necessary to execute our acquisition, development, management and leasing strategies. We compete with various other companies in attracting and retaining qualified and skilled personnel. Our ability to hire and retain qualified personnel could be impaired by a lack of qualified candidates in the available labor force, ~~the ongoing effects of the COVID-19 pandemic, including vaccination mandates,~~ any diminution of our reputation, decrease in compensation levels relative to our competitors or modifications to our total compensation philosophy or competitor hiring programs. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be able to offset such added costs by increasing the rates we charge our ~~tenants.~~residents. If we cannot attract, hire and retain qualified personnel, our business, financial condition and results of operations would be negatively impacted. Our future success also depends upon our ability to manage the performance of our personnel. Failure to successfully manage the performance of our personnel could affect our profitability by causing operating inefficiencies that could increase operating expenses and reduce operating income.

We are dependent on our key personnel whose continued service is not guaranteed.

We are dependent upon key personnel for strategic business direction and real estate experience, including our chief executive officer, chief operating officer, chief financial officer, chief investments officer and general counsel. While we believe that we could find replacements for these key personnel, loss of their services could adversely affect our operations. We do not have key man life insurance for our key personnel. In addition, as the Company seeks to ~~reposition~~complete the repositioning of a portion of its portfolio from office to the multifamily rental sector, the Company may become increasingly dependent on non-executive personnel with residential development and leasing expertise to effectively execute the Company’s long-term strategy.

The terms of the Operating Partnership’s Agreement of Limited Partnership may limit our ability to take certain actions without the consent of some of the limited partners.

As of February 15, 2024, the General Partner owned approximately 91.4 percent of the Operating Partnership’s outstanding common partnership units. The consent of the holders of at least 85 percent of the Operating Partnership’s partnership units is required: (i) to merge (or permit the merger of) the Operating Partnership with another unrelated person, pursuant to a transaction in which the Operating Partnership is not the surviving entity; (ii) to dissolve, liquidate or wind up the Operating Partnership; or (iii) to convey or otherwise transfer all or substantially all of the Operating Partnership’s assets.If the General Partner’s ownership interest in the Operating Partnership were to drop below 85 percent as the result of future issuances of partnership units, then the General Partner’s inability to take any of the foregoing actions without the consent of some of the limited partners could have a material adverse effect on the Company’s ability to complete any of those transactions and negatively impact the Company’s business and operations.

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INVESTMENT RISKS

Certain provisions of Maryland law and the General Partner’s charter and bylaws could hinder, delay or prevent changes in control.

Certain provisions of Maryland law and General Partner's charter and bylaws have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control. These provisions include the following:

Removal of Directors: Under the General ~~Partner's~~Partner’s charter, as amended, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed ~~only for~~from office at any time, with or without cause, ~~and only~~ by the affirmative vote of ~~at least two-thirds~~a majority of ~~all~~the votes entitled to be cast by our stockholders generally in the election of directors. Neither the Maryland General Corporation Law nor the General Partner's charter define the term “cause.” As a result, removal for “cause” is subject to Maryland common law and to judicial interpretation and review in the context of the facts and circumstances of any particular situation.

Number of Directors, Board Vacancies, Terms of Office: The General Partner has, in its bylaws, elected to be subject to a certain ~~provisions~~provision of Maryland law which vest in the Board of Directors the exclusive right to determine the number of ~~directors and~~directors. This provision of Maryland law is applicable even if other provisions of Maryland law, the charter or the bylaws provide to the contrary. The General Partner revoked its election to be subject to a certain other provision of Maryland law which vests in the Board of Directors the exclusive right, by the affirmative vote of a majority of the remaining directors, ~~even if the remaining directors do not constitute a quorum,~~ to fill vacancies on the board. ~~These provisions of~~Thus under the General Partner’s bylaws, as amended, and Maryland law, ~~which are applicable even if~~any vacancy on the Board of Directors for any cause other ~~provisions~~than an increase in the number of ~~Maryland law or~~directors may be filled by a majority of the ~~charter or bylaws provide~~remaining directors except that the stockholders have right to fill any vacancy resulting from removal of a director; and any vacancy on the ~~contrary, also provide that any~~Board of Directors created by an increase in the number of directors may be filled by a majority of the entire Board of Directors. Any director elected by the Board of Directors to fill a vacancy ~~shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than~~serves until the next annual meeting of stockholders ~~as would otherwise be the case,~~ and until ~~his or her~~such director’s successor is elected and ~~qualifies.~~qualifies, and any director elected by the stockholders to fill a vacancy resulting from removal of a director serves for the balance of the term of the removed director. The General Partner has, in its corporate governance principles, adopted a mandatory retirement age of 80 years ~~old~~ for directors.

Stockholder Requested Special Meetings: The General Partner’s bylaws, as amended, provide that its stockholders have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than ~~a majority~~25% of all ~~the~~ votes entitled to be cast at such meeting, provided that unless requested by the stockholders entitled to cast a majority of all votes entitled to be cast at such ~~meeting.~~meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of stockholders held during the preceding 12 months.

Advance Notice Provisions for Stockholder Nominations and Proposals: The General Partner's bylaws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders. This bylaw provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.

Preferred Stock: Under the General Partner's charter, its Board of Directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of its stockholders. As a result, its Board of Directors may establish a series of preferred stock that could delay or prevent a transaction or a change in control.

Duties of Directors with Respect to Unsolicited Takeovers: Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act solely because of the effect the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition. Maryland law also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law.

Ownership Limit: In order to preserve the General Partner's status as a real estate investment trust under the IRS Code, its charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8 percent of its outstanding capital stock unless its Board of Directors waives or modifies this ownership limit.

Maryland Business Combination Act: The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in

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circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the

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voting power of the outstanding stock of the Maryland corporation. The General Partner's board of directors has exempted from this statute business combinations between the Company and certain affiliated individuals and entities. However, unless its board adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.

Maryland Control Share Acquisition Act: Maryland law provides that holders of “control shares” of a corporation acquired in a “control share acquisition” shall have no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Maryland Control Share Acquisition Act. “Control shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power: one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.

If voting rights of control shares acquired in a control share acquisition are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value. If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. In 2018, the General Partner's bylaws were amended to exempt any acquisition of the General Partner’s shares from the Maryland Control Share Acquisition Act. If the General Partner’s bylaws are amended to repeal or limit the exemption from the Maryland Control Share Acquisition Act, it may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating a change in control.

Changes in market conditions could adversely affect the market price of the ~~General Partner’s~~Company’s common stock.

As with other publicly traded equity securities, the value of the ~~General Partner's~~Company's common stock depends on various market conditions, which may change from time to time. The market price of the ~~General Partner's~~Company's common stock could change in ways that may or may not be related to our business, the ~~General Partner's~~Company's industry or our operating performance and financial condition. Among the market conditions that may affect the value of the ~~General Partner's~~Company's common stock are the following:

•the general reputation of REITs and the attractiveness of the ~~General Partner's~~Company's equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

•our financial performance; and

•general stock and bond market conditions.

The market value of the ~~General Partner's~~Company's common stock is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash dividends. Consequently, the ~~General Partner's~~Company's common stock may trade at prices that are higher or lower than its net asset value per share of common stock.

REIT STATUS RISKS

The enactment of significant new tax legislation, generally effective for tax years beginning after December 31, 2017, could have a material and adverse effect on us and the market price of our shares.

On December 22, 2017, Pub. L. No. 15-97 (informally known as the Tax Cuts and Jobs Act (the “Act”)) was enacted into law. The Act made major changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their stockholders. The long-term effect of the significant changes made by the Act remains uncertain, and additional administrative guidance will be required in order to fully evaluate the effect of many provisions. The effect of any technical corrections with respect to the Act could have an adverse effect on us or our stockholders or holders of our debt securities.”

Consequences of the General Partner's failure to qualify as a real estate investment trust could adversely affect our financial condition.

Failure to maintain ownership limits could cause the General Partner to lose its qualification as a real estate investment trust: In order for the General Partner to maintain its qualification as a real estate investment trust under the IRS Code, not more than 50 percent in value of its outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the IRS Code to include certain entities). The General Partner has limited the ownership of its outstanding shares of common stock by any single stockholder to 9.8 percent of the outstanding shares of its common stock. Its Board of Directors could waive this restriction if it was satisfied, based upon the advice of tax counsel or

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otherwise, that such action would be in the best interests of the General Partner and its stockholders and would not affect its qualification as a real estate investment trust under the IRS Code. Common stock acquired or transferred in breach of the limitation may be redeemed by us for the lesser of the price paid and the average closing price for the 10 trading days immediately preceding redemption or sold at the direction of the General Partner. The General Partner may elect to redeem such shares of common stock for Units, which are nontransferable except in very limited circumstances. Any transfer of shares of common stock which, as a result of such transfer, causes the General Partner to be in violation of any ownership limit, will be deemed void. Although the General Partner currently intends to continue to operate in a manner which will

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enable it to continue to qualify as a real estate investment trust under the IRS Code, it is possible that future economic, market, legal, tax or other considerations may cause its Board of Directors to revoke the election for the General Partner's to qualify as a real estate investment trust. Under the General Partner's organizational documents, its Board of Directors can make such revocation without the consent of its stockholders.

In addition, the consent of the holders of at least 85 percent of the Operating Partnership’s partnership units is required: (i) to merge (or permit the merger of) the Operating Partnership with another unrelated person, pursuant to a transaction in which the Operating Partnership is not the surviving entity; (ii) to dissolve, liquidate or wind up the Operating Partnership; or (iii) to convey or otherwise transfer all or substantially all of the Operating Partnership’s assets. As of February 15, 2023, the General Partner owned approximately 90.7 percent of the Operating Partnership’s outstanding common partnership units.

Tax liabilities as a consequence of failure to qualify as a real estate investment trust: The General Partner has elected to be treated and has operated so as to qualify as a real estate investment trust for federal income tax purposes since the General Partner's taxable year ended December 31, 1994. Although the General Partner believes it will continue to operate in such manner, it cannot guarantee that it will do so. Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the IRS Code. Because few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, the General Partner cannot assure you that it will qualify as a real estate investment trust for any taxable year.

If the General Partner fails to qualify as a real estate investment trust in any taxable year, it will be subject to the following:

•it will not be allowed a deduction for dividends paid to shareholders;

•it will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and

•unless it is entitled to relief under certain statutory provisions, it will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which was disqualified.

A loss of the General Partner's status as a real estate investment trust could have an adverse effect on us. Failure to qualify as a real estate investment trust also would eliminate the requirement that the General Partner pay dividends to its stockholders. In addition, any such dividends that the General Partner does pay to its stockholders would not constitute qualified REIT dividends and would accordingly not qualify for a deduction of up to 20 percent.

Other tax liabilities: Even if the General Partner qualifies as a real estate investment trust under the IRS Code, its subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes. From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and amount of such increase. These actions could adversely affect our financial condition and results of operations. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties.

Risk of changes in the tax law applicable to real estate investment trusts: Since the Internal Revenue Service, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any such legislative action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us, and/or our investors.

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OTHER RISKS

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our tenants and business partners, including personally identifiable information of our tenants and employees, in our data centers and on our networks and our business is at risk from and may be impacted by cybersecurity attacks. These attacks could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include data encryption, frequent password change events, firewall detection systems, anti-virus software and frequent backups; however, there is no guarantee such efforts will be successful in preventing a cyber-attack, and we consult with outside cybersecurity firms to advise on our cybersecurity measures. We also have implemented internal controls around our treasury function, including enhanced payment authorization procedures, verification requirements for new vendor setup and vendor information changes, and bolstered outgoing payment notification process and account reconciliation procedures. We have policies and procedures in place in order to identify cybersecurity incidents and elevate such incidents to senior management in order to appropriately address and remediate any cyber-attack. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions,

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and there can be no assurance that our actions, security measures, and controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of business information; or to limit the negative impact from such attacks can provide absolute security against a cybersecurity incident. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, increased cybersecurity insurance premiums and damage our reputation, which could adversely affect our business.

We face possible risks associated with the physical effects of climate change.

We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our properties, operations, and business. To the extent climate change causes changes in weather patterns or severity, our markets could experience increase in storm intensity (including floods, tornadoes, hurricanes, or snow and ice storms), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water. Over time, these conditions could result in physical damage to, or declining demand for, our properties or our inability to operate the buildings efficiently or at all. Climate change may also indirectly affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of required resources, including energy, other fuel sources, water, and waste and snow removal services, and increasing the risk and severity of flood and earthquakes at our properties. Should the impact of climate change be severe or occur for lengthy periods of time, our financial condition or results of operations could be adversely impacted. In addition, compliance with new or more stringent laws or regulations or stricter interpretations of existing laws may require material expenditure by us. For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, "green" building codes may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management. Such codes could require us to make improvements to our existing properties, increase the costs of maintaining or improving our existing properties or developing new properties, or increase taxes and fees assessed on us or our properties. Expenditures required for compliance with such codes may affect our cash flow and results of operations.

We may be subject to risks associated with the use of social media.

The use of social media could cause us to suffer brand damage or unintended information disclosure. Negative posts or communications about us or one of our properties on a social networking website could damage our reputation. Further, employees or others may disclose non-public information regarding us or our business or otherwise make negative comments regarding us on social networking or other websites, which could adversely affect our business and results of operations. As social media evolves, we will be presented with new risks and challenges.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

The Company’s information technology, communication networks, system applications, accounting and financial reporting platforms and related systems, and those that are offered to residents and tenants are integral to the operation of the business. The Company utilizes these systems, among others, for financial analysis, management, and reporting, for facilitation of operations, including monitoring and optimization of various building management systems, for initiation, generation, and completion of resident leasing, for internal communications, and for various other aspects of the business.

The Company’s cybersecurity strategy is focused on detection, protection, incident response, security risk management and mitigation, and resiliency of the cybersecurity infrastructure. The Company has implemented or is in the process of continuously evaluating, testing and updating various information security processes and policies designed to identify, assess and manage material risks from cybersecurity threats to the Company’s critical computer networks, third-party hosted services, communications systems, hardware and software, and critical data, including confidential information that is proprietary, strategic or competitive in nature, as well as any personally identifiable information related to the Company’s residents’ and employees’ personal data.

The Company’s cybersecurity risk management relies on a multidisciplinary team, including its information technology and cybersecurity team, legal department, executive management, and third-party service providers to identify, assess, and manage cybersecurity threats and risks. In 2023, the Company expanded its team by adding a full-time Chief Information Security Officer (CISO), reporting directly to the Chief Operating Officer, responsible for managing the internal and

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external cybersecurity resources. The CISO has over 30 years of experience in corporate enterprise infrastructure and data security management held at a senior management level, acting in both a corporate as well as consulting role within many highly regulated industries. The CISO is responsible for having successfully developed and implemented several cyber security programs within prominent companies within the retail, financial and life science sectors.

The Company identifies and assesses risks from cybersecurity threats by monitoring and evaluating the cybersecurity threat environment and the Company’s risk profile. This multi-faceted approach to cybersecurity includes physical, administrative, and technical safeguards. During the year ended December 31, 2023, the Company began utilizing the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), to assess and report to the Company’s executive management and Board of Directors on the current maturity of operational and procedural controls for securing and safeguarding the Company’s information technology assets. The Company will continue to utilize the NIST CSF to evaluate its cybersecurity controls. In addition to the NIST CSF, the Company also completed third-party technical testing of its information technology systems architecture.

To operate its business, the Company engages certain third-party vendors to perform a variety of functions. The Company seeks to engage reliable, reputable service providers. Depending upon the nature of the services and the sensitivity of the data that a third-party service provider processes, the Company’s vendor management procedures including reviewing the cybersecurity procedures, imposing contractual requirements, and conducting periodic reassessments as needed. The Company seeks to further enhance this review to expand the scope and depth of this analysis.

As a result of these factors, the Company has adopted a strategic multi-year cybersecurity plan. This plan is not meant to be all encompassing as the cybersecurity landscape shifts and evolves, and the Company is continually assessing its risks and the evolving cybersecurity threat landscape. This plan includes implementing additional and/or fortifying existing defenses and capabilities necessary to protect and preserve the integrity of the Company’s information assets and mitigate the risks to the Company’s business operations. As part of this plan, the Company requires regular cybersecurity training for all employees and periodically conducts tests to assess employee comprehension and evaluate training effectiveness.

The Company is not currently aware of any risks from cybersecurity threats nor has the Company had a previously cybersecurity incident that in either case have materially affected or are reasonably likely to materially affect the Company, its business strategy, results of operations or financial condition.

Governance

The Company’s Audit Committee holds oversight responsibility over the cybersecurity strategy and risk management. The Audit Committee engages in regular discussions with executive management regarding the Company’s significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats. The Company prepares a quarterly report from the Chief Operating Officer and the CISO which includes updates on the Company’s current cybersecurity maturity, progress on the Company’s previously mentioned multi-year cybersecurity plan, strategy updates to combat changes in the threat landscape, education of employees and executive management on cybersecurity awareness, enhanced cybersecurity defenses, incident response programs and regulatory reporting obligations. The Audit Committee delivers a summary of these reports to the full Board of Directors on a quarterly basis. Furthermore, the Board of Directors receives a direct report from the CISO on no less than an annual basis with interim reports provided when appropriate or necessary.

As part of the Company’s incident response plan, a committee known as the Cyber ERM (Enterprise Risk Management) Committee has been established comprising cross-functional representation across the Company. The Cyber ERM is responsible for implementing a rapid response and incident program in the event of an identified cybersecurity threat and is responsible for reporting all incidents to the Audit Committee and Board of Directors in the case of any cybersecurity incident to enable the Audit Committee and Board of Directors to assess the materiality of any such incident and determine any Exchange Act reporting obligations of the Company in connection therewith.

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ITEM 2. PROPERTIES

PROPERTY LIST

Consolidated Properties

As of December 31, ~~2022,~~2023, the Company’s Consolidated Properties consisted of 17 multifamily ~~rental~~ properties, ~~as well as eight~~four in-service commercial properties, and ~~two hotels.~~several developable land parcels. The Consolidated Properties are located in the Northeast. The Consolidated Properties contain a total of approximately 5,535 apartment units and ~~3.1~~1.0 million square feet of commercial ~~space with the individual commercial properties ranging from 8,400 to 977,225 square feet.~~space.


Multifamily Rental Properties
		Location	Year Built	Apartment Units	% Leased 12/31/22 (%) (a)	2022 Average Revenue Per Home ($) (b)
NEW JERSEY
The Upton		Short Hills, NJ	2021	193	90.2	3,324
Multifamily Properties
Property
Property
Property							Location	Year Built	Apartment Units	% Occupied 12/31/23 (%)	2023 Average Revenue Per Home ($) (b)
NEW JERSEY WATERFRONT
Haus25
Haus25
Haus25
Liberty Towers
BLVD 401
BLVD 425
BLVD 475 S
BLVD 475 N	BLVD 475 N	Jersey City, NJ	2011	243	96.7	3,048
BLVD 475 S		Jersey City, NJ	2011	280	96.1	2,842
BLVD 425		Jersey City, NJ	2003	412	96.1	2,783
BLVD 401		Jersey City, NJ	2016	311	96.2	3,130
Liberty Towers		Jersey City, NJ	2003	648	95.8	3,215
Soho Lofts	Soho Lofts	Jersey City, NJ	2017	377	97.6	3,515
Haus25 (g)		Jersey City, NJ	2022	750	88.3	—
Riverhouse11 at Port Imperial		Weehawken, NJ	2018	295	96.6	3,531
Riverhouse9 at Port Imperial		Weehawken, NJ	2021	313	93.6	1,951
Signature Place		Morris Plains, NJ	2018	197	95.9	2,896
The James (g)		Park Ridge, NJ	2021	240	95.0	—
Total New Jersey Multifamily Rental				4,259	94.4	2,934

NEW YORK
Quarry Place at Tuckahoe		Eastchester, NY	2016	108	93.6	3,443
Total New York Multifamily Rental				108	93.6	3,443
RiverHouse 9 at Port Imperial
RiverHouse 11 at Port Imperial
Total New Jersey Waterfront Multifamily

MASSACHUSETTS	MASSACHUSETTS
MASSACHUSETTS
MASSACHUSETTS
Portside at East Pier
Portside at East Pier
Portside at East Pier
Portside 2 at East Pier
145 Front at City Square
The Emery at Overlook Ridge	The Emery at Overlook Ridge	Revere, MA	2020	326	95.1	2,498
Portside at Pier One		East Boston, MA	2015	181	90.7	2,779
Portside 5/6		East Boston, MA	2018	296	95.5	2,947
145 Front at City Square		Worcester, MA	2018	365	95.1	2,381
Total Massachusetts Multifamily Rental				1,168	94.5	2,619
Total Massachusetts Multifamily

OTHER
OTHER
OTHER
The Upton
The Upton
The Upton
The James
Signature Place
Quarry Place at Tuckahoe
Total Other Multifamily

TOTAL MULTIFAMILY PROPERTIES	TOTAL MULTIFAMILY PROPERTIES			5,535	94.4	2,972
TOTAL MULTIFAMILY PROPERTIES
TOTAL MULTIFAMILY PROPERTIES


Office Properties
Property	Location	Year Built	Net Rentable Area (SF)	% Leased 12/31/23 (%) (a)	2023 Base Rent ($000’s) (c)	2023 Average Base Rent Per Sq. Ft. ($) (c) (d)	2023 Average Effective Rent Per Sq. Ft. ($) (c) (e)
Harborside Plaza 5	Jersey City, NJ	2002	977,225	34.6	17,027	45.93	49.23
TOTAL OFFICE PROPERTIES			977,225	34.6	17,027	45.93	49.23

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Retail/Garage Properties
Property	Location	Year Built	Net Rentable Area (Retail SF)	% Leased 12/31/23 (%) (a)	2023 Total Rental Revenue ($000’s) (f)
100 Avenue at Port Imperial	Weehawken, NJ	2016	8,400	100.0	4,431
500 Avenue at Port Imperial	Weehawken, NJ	2013	18,064	100.0	1,767
Riverwalk at Port Imperial	West New York, NJ	2008	30,426	59.2	1,102
TOTAL RETAIL/GARAGE PROPERTIES			56,890	78.1	7,300


Developable Land
Property	Location	Ownership Percentage	Potential Units
NEW JERSEY WATERFRONT
107 Morgan	Jersey City, NJ	100%	783
Plaza 8	Jersey City, NJ	100%	680
Plaza 9	Jersey City, NJ	100%	597
PI South - Building 2	Weehawken, NJ	50%	245
Total New Jersey Waterfront Developable Land			2,305

MASSACHUSETTS
Overlook Site 15	Revere, MA	100%	310
Overlook Site 1 (Retail)	Revere, MA	100%	(g)
Overlook Site 13	Malden, MA	100%	307
Overlook Site 14 (Retail)	Malden, MA	100%	(g)
Overlook Site 14 (Hotel)	Malden, MA	100%	112
Overlook Site 14	Malden, MA	100%	120
Total Massachusetts Developable Land			849

OTHER
Wall Land	Wall Township, NJ	100%	228
Short Hills (Hotel)	Short Hills, NJ	100%	160 keys
1633 Littleton	Parsippany, NJ	100%	(h)
65 Livingston	Roseland, NJ	100%	252
6 Becker Farm / 85 Livingston	Roseland, NJ	100%	439
1 Water Street	White Plains, NY	100%	299
Total Other Developable Land			1,378

TOTAL DEVELOPABLE LAND			4,532

Unconsolidated Joint Venture Properties

As of December 31, 2023, the Company’s Unconsolidated Joint Venture Properties consisted of seven multifamily rental properties, an in-service commercial property, and a developable land parcel. The Unconsolidated Joint Venture Properties are located in the Northeast and Washington, D.C. The Unconsolidated Joint Venture Properties contain a total of approximately 2,146 apartment units and 51.0 thousand square feet of commercial space. The Company’s unconsolidated interests range from 20 percent to 85 percent subject to specified priority allocations in certain of the joint ventures.

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Office Properties
Property Location Location
Year
Built
Net
Rentable Area
(SF)
% Leased
12/31/22
(%) (a)
2022
Base Rent
($000’s)
(c)
2022
Average
Base Rent
Per Sq. Ft.
($) (c) (e)
2022
Average
Effective Rent
Per Sq. Ft.
($) (c) (f)
Harborside Plaza 2 Jersey City, NJ 1990 761,200 95.3 21,772 30.01 23.74
Harborside Plaza 3 (d) Jersey City, NJ 1990 726,022 76.0 20,752 37.61 29.76
Harborside Plaza 5 Jersey City, NJ 2002 977,225 40.2 22,872 58.22 52.50
Harborside Plaza 6 Jersey City, NJ 2000 231,856 20.5 43 0.90 0.38
23 Main Street (h) Holmdel, NJ 1977 350,000 100.0 4,566 13.05 11.25
TOTAL OFFICE PROPERTIES 3,046,303 67.9 (i) 70,005 33.86 28.16


Unconsolidated Joint Ventures - Multifamily Properties
Property	Location	Year Built	Ownership Percentage	Apartment Units	% Occupied 12/31/23 (%)	2023 Average Revenue Per Home ($) (b)
NEW JERSEY WATERFRONT
Urby at Harborside	Jersey City, NJ	2017	85.00%	762	92.3	3,844
RiverTrace at Port Imperial	West New York, NJ	2014	22.50%	316	95.6	3,641
The Capstone at Port Imperial	West New York, NJ	2021	40.00%	360	95.0	4,272
Total New Jersey Waterfront Multifamily Properties				1,438	93.7	3,907

OTHER
Riverpark at Harrison	Harrison, NJ	2014	45.00%	141	92.2	2,746
The Metropolitan at 40 Park	Morristown, NJ	2010	25.00%	130	95.4	3,577
Metropolitan Lofts	Morristown, NJ	2018	50.00%	59	94.4	3,591
Station House	Washington, DC	2015	50.00%	378	92.1	2,529
Total Other Multifamily Properties				708	92.9	2,853

TOTAL MULTIFAMILY PROPERTIES				2,146	93.4	3,559

Retail/Garage & Hotel Properties
Property Location Location
Year
Built
Net
Rentable Area
(Retail SF/Rooms)
% Leased
12/31/22
(%) (a)
2022 Total
Rental Revenue
($000’s) (j)
100 Avenue at Port Imperial Weehawken, NJ 2016 8,400 100.0 3,752
500 Avenue at Port Imperial Weehawken, NJ 2013 18,064 92.0 1,184
Port Imperial North Retail West New York, NJ 2008 30,745 64.3 803
TOTAL RETAIL/GARAGE PROPERTIES 57,209 78.3 5,739
Hotel Properties
Envue Autograph Collection (h) Weehawken, NJ 2019 208 — 8,723
Residence Inn at Port Imperial (h) Weehawken, NJ 2018 164 — 6,782
TOTAL HOTEL PROPERTIES 372 — 15,505


Unconsolidated Joint Ventures - Retail Properties
Property	Location	Year Built	Ownership Percentage	Net Rentable Area (Retail SF)	% Leased 12/31/23 (%) (a)	2023 Total Rental Revenue ($000’s) (f)
Shops at 40 Park	Morristown, NJ	2010	25.00%	50,973	69.0	1,369
TOTAL RETAIL PROPERTIES				50,973	69.0	1,369


Unconsolidated Joint Ventures - Developable Land
Property	Location	Ownership Percentage	Potential Units
PI North - Land	West New York, NJ	20.00%	829
TOTAL DEVELOPABLE LAND			829

Footnotes to Property List (dollars in thousands, except per square foot amounts):

(a)Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future.

(b)Average Revenue per Home is calculated as total apartment revenue for the year divided by the average percent occupied for the year, divided by the number of apartments.

(c)Total base rent for the year ended December 31, ~~2022,~~2023, determined in accordance with generally accepted accounting principles (“GAAP”). Substantially all of the commercial leases provide for annual base rents plus recoveries and escalation charges based upon the tenant’s proportionate share of and/or increases in real estate taxes and certain operating costs, as defined, and the pass through of charges for electrical usage. For the ~~12 months~~year ended December 31, ~~2022,~~2023, total escalations and recoveries from tenants were: ~~$6,662,~~$3.3 million, or ~~$3.22~~$8.89 per leased square foot, for office properties.

(d)~~Excludes space leased by the Company.~~

~~(e)~~Base rent for the ~~12 months~~year ended December 31, ~~2022~~2023 divided by net rentable commercial square feet leased at December 31, ~~2022.~~2023.

~~(f)~~(e)Total base rent, determined in accordance with GAAP, for ~~2022~~2023 minus ~~2022~~2023 amortization of tenant improvements, leasing commissions and other concessions and costs, determined in accordance with GAAP, divided by net rentable square feet leased at December 31, ~~2022.~~

~~(g)Property was acquired or placed in service in 2022 and results have been excluded from the table above.~~

~~(h)Property is held for sale by the Company as of December 31, 2022 and disposed of in February~~ 2023.

~~(i)Excludes Harborside Plaza 1, a 400,000 square foot office property which has been removed from service.~~

~~(j)~~(f)Total Rental Revenue for the year ended December 31, ~~2022~~2023 is calculated by adding base rent and parking ~~income and hotel~~ income.

(g)The Company has an additional 13,775 square feet of potential retail space within land developments that is not represented in this table.

(h)Property is approved for office zoning consisting of 5.19 acres.

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OCCUPANCY

The following table sets forth the year-end occupancy of the Company’s Consolidated Multifamily Portfolio for the last five years:

Percent Leased (%)
December 31, Multifamily Commercial (a)(b)
2022 94.4 67.9
2021 96.4 74.0
2020 85.4 78.7
2019 92.1 80.7 (c)
2018 94.2 83.2 (c)

~~(a)~~Percentage of square-feet leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date. For all years, excludes properties being prepared for lease up.

~~(b)Includes properties classified as held for sale as of December 31, 2022.~~

~~(c)Excludes properties being considered for repositioning or redevelopment. Inclusive of such properties, percentage of square feet leased as of 2019 and 2018 was 80.6~~ ~~and 81.7 percent, respectively.~~

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~~SIGNIFICANT TENANTS~~

~~The following table sets forth a schedule of the Company’s 15 largest commercial tenants for the Consolidated Properties as of December 31, 2022 based upon annualized base rental revenue:~~

Number of
Properties (a)
Annualized
Base Rental
Revenue ($) (b)
Percentage of
Company
Annualized Base
Rental Revenue (%) (c)
Square
Feet
Leased
Percentage
Total Company
Leased Sq. Ft. (%)
Year of
Lease
Expiration
MUFG Bank Ltd. 1 5,688,654 8.4 137,076 7.0 2029
Collectors Universe, Inc. 1 5,544,620 8.1 146,812 7.5 (d)
E-Trade Financial Corporation 1 5,504,869 8.1 132,265 6.8 2031
Vonage America Inc. 1 5,124,000 7.5 350,000 17.9 2023
Sumitomo Mitsui Banking Corp. 1 4,624,190 6.8 111,105 5.7 2036
Arch Insurance Company 1 4,326,008 6.4 106,815 5.5 2024
Brown Brothers Harriman & Company 1 4,017,930 5.9 114,798 5.9 2026
Cardinia Real Estate LLC 1 3,238,703 4.8 79,771 4.1 2032
New Jersey City University 1 3,057,806 4.5 84,929 4.4 2035
Zurich American Insurance Company 1 2,988,810 4.4 64,414 3.3 2032
Amtrust Financial Services 1 2,614,328 3.8 76,892 3.9 2023
Tradeweb Markets LLC 1 2,413,954 3.5 65,242 3.3 2027
Sunamerica Asset Management 1 2,005,894 2.9 36,336 1.9 2023
BETMGM, LLC 1 1,863,634 2.8 49,043 2.5 2032
Whole Foods Market Services 1 1,833,355 2.7 47,398 2.5 2032
Totals 54,846,755 80.6 1,602,896 82.2

~~(a)Includes office property tenants only. Excludes leases for amenity, retail, parking and month‑to‑month tenants. Some tenants have multiple leases.~~

~~(b)~~Annualized base rental revenue is based on actual December 2022 billings times 12. For leases whose rent commences after January 1, 2023, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.

~~(c)Based on Commercial Base Rental Revenue only.~~

~~(d)16,393 square feet expire in 2023; 130,419 square feet expire in 2038.~~


December 31,			Percent Occupied (%)

2023			94.8

2022			94.4

2021			96.4

2020			85.4

2019			92.1

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~~SCHEDULE OF LEASE EXPIRATIONS~~

The following table sets forth a schedule of lease expirations for the total of the Company’s office and stand-alone retail properties included in the Consolidated Properties beginning January 1, 2023, assuming that none of the tenants exercise renewal or termination options:

Year Of
Expiration
Number Of
Leases
Expiring (a)
Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.)
Percentage Of
Total Leased
Square Feet
Represented
By Expiring
Leases (%)
Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b)
Average
Annual Base
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($)
Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)
2023 11 546,436 28.0 12,749,460 23.33 18.7
2024 8 162,776 8.3 6,781,459 41.66 10.0
2025 8 104,572 5.4 3,171,250 30.33 4.7
2026 4 138,553 7.1 4,900,037 35.37 7.2
2027 0 — — — — —
2028 5 88,842 4.6 3,542,684 39.88 5.2
2029 1 137,076 7.0 5,688,654 41.50 8.4
2030 0 — — — — —
2031 1 132,265 6.8 5,504,869 41.62 8.1
2032 8 313,978 16.1 12,799,977 40.77 18.8
2033 and thereafter 6 326,453 16.7 12,898,756 39.51 18.9
Totals/Weighted Average 52 1,950,951 (c) 100.0 68,037,146 34.87 100.0

~~(a)Includes office property tenants only. Excludes leases for amenity, retail, parking and month-to-month tenants. Some tenants have multiple leases.~~

~~(b)~~Annualized base rental revenue is based on actual December 2022 billings multiplied by 12. For leases whose rent commences after January 1, 2023 annualized base rental revenue is based on the first full month’s billing multiplied by 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.

~~(c)Reconciliation to Company’s total net rentable square footage is as follows:~~


			~~Square Feet~~
~~Square footage leased to commercial tenants~~			~~1,950,951~~
~~Square footage used for corporate offices, management offices, building use, retail tenants, food services, other ancillary service tenants and occupancy adjustments~~			~~116,776~~
~~Square footage unleased~~			~~978,576~~
~~Total net rentable commercial square footage (does not include land leases)~~			~~3,046,303~~

MARKET DIVERSIFICATION

The following table lists the Company’s markets, based on annualized contractual base rent of the Company's Consolidated ~~Properties:~~Multifamily Portfolio:

Market Property Type Annualized Base
Rental Revenue
($) (a) (b) Percentage Of
Annualized
Base Rental
Revenue (%)
Hudson County, NJ Commercial/Multifamily 237,110,993 78.3
Suffolk/Worcester Counties, MA Multifamily 38,235,682 12.6
Morris/Essex Counties, NJ Multifamily 9,780,522 3.2
Bergen County, NJ Multifamily 7,735,921 2.6
Monmouth County, NJ Commercial 5,124,000 1.7
Westchester County, NY Multifamily 5,017,670 1.7
Totals 303,004,788 100.0

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Market	Annualized Base Rental Revenue ($ in thousands) (a) (b)	Percentage Of Annualized Base Rental Revenue (%)
New Jersey Waterfront	174,822	72.2
Massachusetts	37,768	15.6
Other	29,500	12.2
Totals	242,090	100.0

(a)Annualized base rental revenue is based on actual December ~~2022~~2023 billings times 12. For leases whose rent commences after January 1, ~~2023,~~2024, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.

(b)Includes leases in effect as of the period end date, some of which have commencement dates in the future.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or to which any of the Properties is subject.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

The shares of the General Partner's common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “VRE.” The Company's common stock previously traded on the NYSE under the symbol "CLI" prior to its name change. There is no established public trading market for the Operating Partnership's common units.

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On August 8, 2023, the General Partner filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the General Partner was in compliance with all of the listing standards of the NYSE.

GRAPH

The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”). The graph assumes that the value of the investment in the General Partner's Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, ~~2017~~2018 and that all dividends were reinvested. The price of the General Partner's Common Stock on December 31, ~~2017~~2018 (on which the graph is based) was ~~$21.56.~~$19.59. The past stockholder return shown on the following graph is not necessarily indicative of future performance.

Comparison of Five-Year Cumulative Total Return

DIVIDENDS AND DISTRIBUTIONS

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~~strategic decision to continue to suspend its dividend to support the transformation~~Directors of the ~~Company to~~General Partner (the "Board of Directors") reinstated a ~~pure-play multifamily REIT and will re-evaluate this decision when such transition is substantially complete.~~quarterly dividend beginning with the third quarter of 2023.

The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors of the General Partner in light of conditions then existing, including the Company’s earnings, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions and general overall economic conditions and other factors.

On ~~June 24, 2022,~~December 18, 2023, the ~~General Partner filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant~~Company declared a $0.0525 distribution per common share to ~~Section 303A.12~~be payable on January 10, 2024 to shareholders of record as of the ~~NYSE Listed~~close of business on December 29, 2023. At December 31, 2023, the balance of the distributions payable was $5.5 million. The $0.0525 distribution per common share will be reported to shareholders for the year ending December 31, 2024.

On July 24, 2023, the Company ~~Manual, each certifying~~declared a $0.05 distribution per common share with a payment date of October 10, 2023, to shareholders of record as of the close of business on September 30, 2023. The Company has determined that the ~~General Partner was in compliance with all~~total distribution of $0.05 per common share paid during the ~~listing standards~~year ended December 31, 2023 represented 100% return of ~~the NYSE.~~capital distributions.

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HOLDERS

On February 15, ~~2023,~~2024, the General Partner had ~~234~~218 common shareholders of record (this does not include beneficial owners for whom Cede & Co. or others act as nominee) and the Operating Partnership had 6069 owners of limited partnership units and one owner of General Partnership Units.

RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES

None.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements of Veris Residential, Inc. and Veris Residential, L.P. and the notes thereto (collectively, the “Financial Statements”). Certain defined terms used herein have the meaning ascribed to them in the Financial Statements.

~~Executive Overview~~

Veris Residential, Inc. together with its subsidiaries, including Veris Residential, L.P. (the “Operating Partnership” and collectively, the “Company”), has been involved in all aspects of commercial real estate development, management and ownership for over 60 years and has been a publicly traded REIT since 1994.

The Company develops, owns and operates predominantly multifamily rental properties located primarily in the Northeast, as well as a portfolio of Class A office properties. The Company is in the process of transitioning to a pure-play multifamily REIT and is focused on conducting business in a socially, ethically, and environmentally responsible manner, while seeking to maximize value for all stakeholders.

The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a 90.7 and 91.0 percent common unit interest in the Operating Partnership as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company owns or has interests in 35 properties (collectively, the “Properties”) and developable land parcels. These properties are comprised of 24 multifamily rental properties containing 7,681 apartment units as well as non-core assets comprised of five office properties, four parking/retail properties and two hotels and eight properties owned by unconsolidated joint ventures in which the Company has investment interests, including seven multifamily properties and a non-core asset. The Properties are located in three states in the Northeast, plus the District of Columbia.

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Critical Accounting Policies and Estimates

The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of the Operating Partnership and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. SeeOur significant accounting policies are described in Note 2: Significant Accounting Policies – to the Consolidated Financial ~~Statements, for the Company’s treatment~~Statements. Certain of ~~unconsolidated joint venture interests. Intercompany accounts and transactions have been eliminated.~~

Accounting Standards Codification (“ASC”) 810, Consolidation, provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”)these accounting policies require judgment and the ~~determination~~use of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance: and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.

The financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions ~~that affect~~when applying these policies in the ~~reported amounts~~preparation of ~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the~~our consolidated financial ~~statements and the reported amounts of revenues and expenses during the reporting period. These~~statements. On a quarterly basis, we evaluate these estimates and ~~assumptions are~~judgments based on ~~management’s~~ historical experience as well as other factors that ~~are believed~~we believe to be reasonable atunder the ~~time. However, because~~circumstances. These estimates are subject to change in the future ~~events and their effects cannot be determined with certainty,~~if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the ~~determination~~use of ~~estimates requires~~estimates. We believe the exercise of judgment. Actual results could differ from those estimates. Certain reclassifications have been made to prior period amounts in order to conform with current period presentation, primarily related to classification of certain properties as discontinued operations. The Company’sfollowing critical accounting policies are those which require assumptions to be made about matters that are highly uncertain. Different estimates could have a material effect on the Company’s financial results. Judgments and uncertainties affecting the application of these policiesaffect our more significant judgments and estimates ~~may result~~used in ~~materially different amounts being reported under different conditions and circumstances.~~the preparation of our consolidated financial statements.

~~Rental Property~~Impairment

Rental properties are reported at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of rental properties are capitalized. The Company adopted Financial Accounting Standards Board (“FASB”) guidance Accounting Standards Update (“ASU”) 2017-01 on January 1, 2017, which revises the definition of a business and is expected to result in more transactions to be accounted for as asset acquisitions and significantly limit transactions that would be accounted for as business combinations. Where an acquisition has been determined to be an asset acquisition, acquisition-related costs are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Interest capitalized by the Company for the years ended December 31, 2022, 2021 and 2020 was $12.2 million, $30.5 million and $26.4 million, respectively. Ordinary repairs and maintenance are expensed as incurred; major replacements and improvements which enhance or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.

The Company considers a construction project as substantially completed and held available for occupancy upon the substantial completion of improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants or residents, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project. The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative commercial square footage or multifamily units of each portion, and capitalizes only those costs associated with the portion under construction.

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~~Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:~~


~~Leasehold interests~~			~~Remaining lease term~~
~~Buildings and improvements~~			~~5 to 40 years~~
~~Tenant improvements~~			~~The shorter of the term of the related lease or useful life~~
~~Furniture, fixtures and equipment~~			~~5 to 10 years~~

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. For asset acquisitions, the Company allocates the purchase price to the assets acquired and liabilities assumed based on their relative fair values. The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed differ from the purchase consideration of a business combination transaction.

In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

Other intangible assets acquired include amounts for in-place lease values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. The values of in-place leases are amortized to expense over the remaining initial terms of the respective leases.

~~The Company’s estimates of aggregate future cash flows and estimated~~ Estimated fair values ~~for each property~~which are based on discounted cash flow models include all estimated cash inflows and outflows over a ~~number of assumptions, including but not limited to estimated~~specified holding ~~periods, outcome probabilities, market capitalization~~period. Capitalization rates and discount rates ~~if applicable. For developable land holdings, an estimated per-unit~~utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market ~~value assumption is also considered based on development rights or plans for the land. These assumptions are generally based on management’s experience in its local real estate markets~~rates. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the effects of ~~current market conditions. The assumptions are subject~~demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to ~~economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs~~an amount to ~~operate each~~reflect the estimated fair value of the property. ~~As these factors are difficult to predict and are subject to future events that~~

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~~may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and additional losses or impairments may be realized in the future.~~

~~Real Estate Held for Sale and Discontinued Operations~~

~~When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of expected selling costs, of such assets.~~ The Company generally considers assets (as identified by their disposal groups) to be held for sale when the transaction has received appropriate corporate authority, it is probable ~~to be sold~~that the disposition will occur within ~~the following 12 months,~~one year and there are no significant contingencies relating to a sale. ~~If, in management’s opinion, the estimated net sales price, net of expected selling costs, of the disposal groups~~When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value. If the fair value of the assets, less estimated cost to sell, is less than the carrying value ~~a valuation allowance (which is~~of the assets, an adjustment to the carrying value would be recognized and recorded ~~as unrealized losses~~within the Unrealized gains (losses) on disposition of rental ~~property) is established. In~~property to reflect the ~~absence of an executed sales agreement with a set sales price, management’s estimate~~estimated fair value of the ~~net sales price may be based on a number of assumptions, including but not limited~~assets. The Company will continue to review the Company’s estimates of future cash flows, market capitalization rates and discount rates, if applicable. For developable land holdings, an estimated per-unit market value assumption is also considered based on development rights or plansproperty for the land. In addition, the Company classifies assets held for sale or sold as discontinued operations if the disposal groups represent a strategic shift that will have a major effect on the Company’s operations and financial results. For any disposals qualifying as discontinued operations, the assets and their results are presentedsubsequent changes in ~~discontinued operations in the financial statements for all periods presented. See Note 7: Discontinued Operations – to the Financial Statements.~~

If circumstances arise that previously were considered unlikely and, as a result, the Company has determined that an asset previously classified as held for sale no longer meets the held for sale criteria, the asset is reclassified as held and used. An asset that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the asset was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the asset been continuously classified as held and used, or (b) the fair value, ~~at the date the asset, qualified as held for sale.~~and may recognize an additional impairment charge, if warranted.

~~Investments in Unconsolidated Joint Ventures~~

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions. The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.

Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. If the venture subsequently makes distributions and the Company does not have an implied or actual commitment to support the operations of the venture, the Company will not record a basis less than zero, rather such amounts will be recorded as equity in earnings of unconsolidated joint ventures.

OnIn addition, on a periodic basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the value of the investment. The Company’s estimates of value for each investment (particularly in real estate joint ventures) are based on a number of assumptions including but not limited to estimates of future and stabilized cash flows, market capitalization rates and discount rates, if applicable. These assumptions are based on management's experience in its local real estate markets and the effects of current market conditions. The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future. See Note 4: Investments in Unconsolidated Joint Ventures – to the Financial Statements.

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~~Revenue Recognition~~

~~Revenue from leases includes fixed base rents under leases,~~investment over the estimated fair value of the investment. Estimated fair values which are ~~recognized~~based on discounted cash flow models include all estimated cash inflows and outflows over a ~~straight-line basis over~~specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the ~~terms of the respective leases.Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.~~

~~The~~ Company ~~elected a practical expedient for its rental properties (as lessor) to avoid separating non-lease components that otherwise would need~~believes to be ~~accounted for under the recently-adopted revenue accounting guidance (such as tenant reimbursements~~within a reasonable range of property operating expenses) from the associated lease component since (1) the non-lease components have the same timing and pattern of transfer as the associated lease component and (2) the lease component, if accounted for separately, would be classified as an operating lease; this enables the Company to account for the combination of the lease component and non-lease components as an operating lease since the lease component is the predominant component of the combined components.

Due to the Company’s adoption of the practical expedient discussed above to not separate non-lease component revenue from the associated lease component, the Company is aggregating revenue from its lease components and non-lease components (comprised predominantly of tenant operating expense reimbursements) into the line entitled “Revenue from leases.”

Revenue from leases also includes reimbursements and recoveries from tenants received from tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs. See Note 13: Tenant Leases – to the Financial Statements.

Real estate services revenue includes property management, development, construction and leasing commission fees and other services, and payroll and related costs reimbursed from clients. Fee income derived from the Company’s unconsolidated joint ventures are recognized to the extent attributable to the unaffiliated ownership interests.

~~Parking income is comprised of income from parking spaces leased to tenants and others.~~

~~Hotel income includes all revenue generated from hotel properties.~~

~~Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.~~

All bad debt expense is recorded as a reduction of the corresponding revenue account. Management performs a detailed review of amounts due from tenants for collectability based on factors affecting the billings and status of individual tenants. The factors considered by management in determining which individual tenant’s revenues are affected include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. Management’s estimate of bad debt write-off’s requires management to exercise judgment about the timing, frequency and severity of collection losses, which affects the revenue recorded.

~~Redeemable Noncontrolling Interests~~

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interests and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets. The carrying amount of the redeemable noncontrolling interests will be changed by periodic accretions, so that the carrying amount will equal the estimated future redemption value at the redemption date.current market rates.

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Results From Operations

The following comparisons for the year ended December 31, 2023 (“2023”), as compared to the year ended December 31, 2022 (“2022”), and for 2022 as compared to the year ended December 31, 2021 (“2021”~~), and for 2021 as compared to the year ended December 31, 2020 (“2020”~~) make reference to the following:

(i)“Same-Store Properties,” which represent all in-service properties owned by the Company at December 31, ~~2020,~~2021, (for the ~~2022~~2023 versus ~~2021~~2022 comparisons), and which represent all in-service properties owned by the Company at December 31, ~~2019~~2020 (for the ~~2021~~2022 versus ~~2020~~2021 comparisons), excluding properties sold, disposed of, removed from service, or being redeveloped or repositioned from January 1, ~~2020~~2021 through December 31, ~~2022;~~2023;

(ii)“Acquired and Developed Properties,” which represent all properties acquired by the Company or commencing initial operation from January 1, ~~2021~~2022 through December 31, ~~2022~~2023 (for the ~~2022~~2023 versus ~~2021~~2022 comparisons), and which represents all properties acquired by the Company or commencing initial operations from January 1, ~~2020~~2021 through December 31, ~~2021~~2022 (for the ~~2021~~2022 versus ~~2020~~2021 comparisons); and

(iii)“Properties Sold” which represent properties sold, disposed of, or removed from service (including properties being redeveloped or repositioned) by the Company from January 1, ~~2020~~2021 through December 31, 2023.

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Year Ended December 31, 2023 Compared to Year Ended December 31, 2022


	Years Ended December 31,				Dollar Change		Percent Change
(dollars in thousands)	2023		2022
Revenue from rental operations and other:
Revenue from leases	$	252,144	$	206,052	$	46,092	22.4	%
Parking income	18,036		15,819		2,217		14.0

Other income	5,811		7,996		(2,185)		(27.3)
Total revenues from rental operations	275,991		229,867		46,124		20.1

Property expenses:
Real estate taxes	$	40,810	39,112		1,698		4.3
Utilities	9,922		8,921		1,001		11.2
Operating services	57,925		52,797		5,128		9.7
Total property expenses	108,657		100,830		7,827		7.8

Non-property revenues:
Real estate services	3,868		3,581		287		8.0
Total non-property revenues	3,868		3,581		287		8.0

Non-property expenses:
Real estate services expenses	14,188		10,549		3,639		34.5
General and administrative	44,472		56,014		(11,542)		(20.6)
Transaction-related costs	7,627		3,468		4,159		119.9
Depreciation and amortization	93,589		85,434		8,155		9.5
Property impairments	32,516		—		32,516		100.0
Land and other impairments, net	9,324		9,368		(44)		(0.5)
Total non-property expenses	201,716		164,833		36,883		22.4
Operating loss	(30,514)		(32,215)		1,701		(5.3)
Other (expense) income:
Interest expense	(89,355)		(66,381)		(22,974)		34.6
Interest cost of mandatorily redeemable noncontrolling interests	(49,782)		—		(49,782)		100.0
Interest and other investment income (loss)	5,515		729		4,786		656.5
Equity in earnings (loss) of unconsolidated joint ventures	3,102		1,200		1,902		158.5

Gain on disposition of developable land	7,068		57,262		(50,194)		(87.7)

Loss from extinguishment of debt, net	(5,606)		(129)		(5,477)		4,245.7
Other income, net	2,871		—		2,871		100.0
Total other (expense) income	(126,187)		(7,319)		(118,868)		1624.1
Loss from continuing operations before income tax expenses	(156,701)		(39,534)		(117,167)		296.4
Provision for income taxes	(492)		—		(492)		100.0
Loss from continuing operations after income tax	(157,193)		(39,534)		(117,659)		297.6
Discontinued operations:
Income (Loss) from discontinued operations	3,150		(64,704)		67,854		(104.9)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	41,682		69,353		(27,671)		(39.9)
Total discontinued operations	44,832		4,649		40,183		864.3
Net loss	$	(112,361)	$	(34,885)	$	(77,476)	222.1	%

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The following is a summary of the changes in revenue from rental operations and other, and property expenses, in 2023 as compared to 2022 divided into Same-Store Properties, Acquired and Developed Properties and Properties Sold in 2022 and 2023 (excluding properties classified as discontinued operations):


	Total Company				Same-Store Properties				Acquired and Developed Properties				Properties Sold in 2022 and 2023
(dollars in thousands)	Dollar Change		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change
Revenue from rental operations and other:
Revenue from leases	$	46,092	22.4	%	$	18,523	9.8	%	$	27,569	164.7	%	$	—	—	%
Parking income	2,217		14.0		1,404		9.1		813		211.7		—		—

Other income	(2,185)		(27.3)		(2,320)		(30.0)		135		50.9		—		—
Total	$	46,124	20.1	%	$	17,607	8.3	%	$	28,517	164.0	%	$	—	—	%

Property expenses:
Real estate taxes	$	1,698	4.3	%	$	(1,050)	(2.8)	%	$	2,748	181.7	%	$	—	—	%
Utilities	1,001		11.2		383		4.7		618		84.5		—		—
Operating services	5,128		9.7		82		0.2		5,046		127.2		—		—
Total	$	7,827	7.8	%	$	(585)	(0.6)	%	$	8,412	135.5	%	$	—	—	%

OTHER DATA:
Number of Consolidated Properties	21				19				2				—
Commercial Square feet (in thousands)	1,034				1,034				—				—
Multifamily portfolio (number of units)	5,535				4,545				990				—

Revenue from leases. Revenue from leases for the Same-Store Properties increased $18.5 million, or 9.8 percent, for 2023 as compared to 2022, due primarily to an increase in market rental rates and a reduction in concessions at the multifamily rental properties. Revenue from leases at the Acquired and Developed Properties increased $27.6 million, or 164.7 percent, in 2023 as compared to 2022, due to an increase in market rental rates and the commencement of operations at a multifamily property as well as the acquisition of one multifamily property during mid-2022.

Parking income. Parking income for the Same-Store Properties increased $1.4 million, or 9.1 percent for 2023 as compared to 2022 due primarily to an increase in usage at the parking garages.

Other income. Other income for the Same-Store Properties decreased $2.3 million, or 30.0 percent for 2023 as compared to 2022 due primarily to the return of escrow on a previous transaction and post sales items received in 2022.

Real estate taxes. Real estate taxes on the Same-Store Properties decreased $1.1 million, or 2.8 percent, for 2023 as compared to 2022 due primarily to prior period tax appeal refunds received in 2023 on several properties offset by increased tax rates primarily related to properties located in Jersey City, New Jersey. Real estate taxes at the Acquired and Developed Properties increased $2.7 million, or 181.7 percent, in 2023 as compared to 2022, due to the commencement of operations at a multifamily property as well as the acquisition of one multifamily property during mid-2022.

Utilities. Utilities for the Same-Store Properties remained relatively unchanged.

Operating services. Operating services for the Same-Store properties remained relatively unchanged. Operating services expenses at the Acquired and Developed Properties increased $5.0 million, or 127.2 percent, in 2023 as compared to 2022, due to the commencement of operations at a multifamily property as well as the acquisition of one multifamily property during mid-2022.

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Real estate services revenue. Real estate services revenue, which is primarily related to management fees and reimbursement of property personnel costs from the Company's third party/ joint ventures management businesses, remained relatively unchanged.

Real estate services expenses. Real Estate services expenses include off-site expenses associated with the self-management of the Company's properties as well as operating and personnel expenses for the Company's third-party/joint venture management businesses. Real estate services expenses increased $3.6 million, or 34.5 percent, for 2023 as compared to 2022, due primarily to increased personnel expenses and management activity in multifamily services.

General and administrative. General and administrative expenses decreased $11.5 million, or 20.6 percent, for 2023 compared to 2022 due to decrease in severance and related costs and cost reductions in 2023, offset by higher stock compensation expense in 2023 as a result of the $2.9 million adjustment in the third quarter of 2023.

Transaction related costs. The Company incurred costs of $7.6 million in 2023 primarily associated with the purchase of Rockpoint's interests (See Note 14: Redeemable Noncontrolling Interests - Rockpoint Transactions – to the Financial Statements), and $3.5 million in 2022 in connection with transactions that were not consummated.

Depreciation and amortization. Depreciation and amortization increased $8.2 million, or 9.5 percent, for 2023 as compared to 2022, primarily due to additional depreciation and amortization in the Acquired and Developed Properties.

Property impairments. In 2023, the Company recorded impairment charges of $32.5 million on one held and used office property in Jersey City, New Jersey. No such impairments were recorded in 2022.

Land and other impairments. In 2023 and 2022, the Company recorded net $9.3 million and $9.4 million of impairment charges on developable land parcels, respectively.

Interest expense. Interest expense increased $23.0 million, or 34.6 percent, for 2023 as compared to 2022. The increase is primarily related to increases in LIBOR and SOFR rates as well as a reduction in capitalized interest in 2023 compared to 2022 due to one multifamily property being placed in service during 2022.

Interest cost of mandatorily redeemable noncontrolling interests. During 2023, the Company recognized $49.8 million in interest cost of mandatorily redeemable noncontrolling interests related to the Company's redemption of Rockpoint's interests.

Interest and other investment income. Interest and other investment income increased $4.8 million, or 656.5 percent, for 2023 compared to 2022. The increase is primarily related to interest income for sales proceeds deposits.

Equity in earnings (loss) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures increased $1.9 million or 158.5 percent, for 2023 as compared to 2022, due primarily to higher revenues resulting from lower concessions and higher market rents at various multifamily unconsolidated joint ventures in 2023 as compared to 2022.

Gain on disposition of developable land. In 2023, the Company recognized a gain of $7.1 million on the sale of a developable land parcel in Parsippany-Troy Hills, New Jersey, as well as reversals of estimated accrued expenses from previously sold developable land holdings. In 2022, the Company recorded a gain of $57.3 million on the sale of land holdings in West Windsor, Weehawken, and Jersey City, New Jersey. See Note 3: Investment in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements.

Loss from extinguishment of debt, net. In 2023, the Company recognized a loss of $5.6 million on extinguishment of debt due to the write-off of unamortized deferred financing costs related to the termination of the 2021 Credit Facility, repayment of 2023 Term Loan, and refinancing of the construction loan for one multifamily property located in Jersey City, New Jersey.

Other income, net. In 2023, the Company received insurance proceeds of $2.9 million.

Discontinued operations. The Company recognized income from discontinued operations of $44.8 million for 2023 as compared to $4.6 million for 2022. See Note 7: Discontinued Operations to the Financial Statements for additional details.

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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021


	Years Ended December 31,				Dollar Change		Percent Change
(dollars in thousands)	2022		2021
Revenue from rental operations and other:
Revenue from leases	$	206,052	$	162,082	$	43,970	27.1	%
Parking income	15,819		12,274		3,545		28.9
Other income	7,996		10,693		(2,697)		(25.2)
Total revenues from rental operations	229,867		185,049		44,818		24.2

Property expenses:
Real estate taxes	39,112		28,818		10,294		35.7
Utilities	8,921		8,307		614		7.4
Operating services	52,797		45,460		7,337		16.1
Total property expenses	100,830		82,585		18,245		22.1

Non-property revenues:
Real estate services	3,581		9,596		(6,015)		(62.7)
Total non-property revenues	3,581		9,596		(6,015)		(62.7)

Non-property expenses:
Real estate services expenses	10,549		12,858		(2,309)		(18.0)
General and administrative	56,014		56,977		(963)		(1.7)
Transaction-related costs	3,468		12,208		(8,740)		(71.6)
Depreciation and amortization	85,434		68,506		16,928		24.7

Land and other impairments, net	9,368		23,719		(14,351)		(60.5)
Total non-property expenses	164,833		174,268		(9,435)		(5.4)
Operating income (loss)	(32,215)		(62,208)		29,993		(48.2)
Other (expense) income:
Interest expense	(66,381)		(47,505)		(18,876)		39.7
Interest and other investment income (loss)	729		524		205		39.1
Equity in earnings (loss) of unconsolidated joint ventures	1,200		(4,250)		5,450		(128.2)
Realized gains (losses) and unrealized losses on disposition of rental property, net	—		3,023		(3,023)		(100.0)
Gain on disposition of developable land	57,262		2,115		55,147		2607.4
Loss on sale from unconsolidated joint ventures	—		(1,886)		1,886		(100.0)
Loss from extinguishment of debt, net	(129)		(47,078)		46,949		(99.7)
Total other (expense) income	(7,319)		(95,057)		87,738		(92.3)
Loss from continuing operations	(39,534)		(157,265)		117,731		(74.9)
Discontinued operations:
(Loss) income from discontinued operations	(64,704)		22,174		(86,878)		(391.8)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	69,353		25,552		43,801		171.4
Total discontinued operations	4,649		47,726		(43,077)		(90.3)
Net loss	$	(34,885)	$	(109,539)	$	74,654	(68.2)	%

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Table of ~~Contents~~

Years Ended
December 31, Dollar
Change Percent
Change
(dollars in thousands) 2022 2021
Revenue from rental operations and other:
Revenue from leases $ 284,062 $ 276,864 $ 7,198 2.6 %
Parking income 18,557 15,003 3,554 23.7
Hotel income 15,505 10,618 4,887 46.0
Other income 33,313 11,309 22,004 194.6
Total revenues from rental operations 351,437 313,794 37,643 12.0
Property expenses:
Real estate taxes 58,585 47,106 11,479 24.4
Utilities 14,344 14,802 (458) (3.1)
Operating services 77,855 71,246 6,609 9.3
Total property expenses 150,784 133,154 17,630 13.2
Non-property revenues:
Real estate services 3,581 9,596 (6,015) (62.7)
Total non-property revenues 3,581 9,596 (6,015) (62.7)
Non-property expenses:
Real estate services expenses 10,549 12,857 (2,308) (18.0)
General and administrative 56,169 57,190 (1,021) (1.8)
Dead deal and transaction-related costs 3,467 12,221 (8,754) (71.6)
Depreciation and amortization 111,518 110,038 1,480 1.3
Property impairments 94,811 13,467 81,344 604.0
Land and other impairments, net 9,368 23,719 (14,351) (60.5)
Total non-property expenses 285,882 229,492 56,390 24.6
Operating income (loss) (81,648) (39,256) (42,392) 108.0
Other (expense) income:
Interest expense (78,040) (65,192) (12,848) 19.7
Interest and other investment income (loss) 729 524 205 39.1
Equity in earnings (loss) of unconsolidated joint ventures 1,200 (4,251) 5,451 (128.2)
Realized gains (losses) and unrealized losses on disposition of rental property, net 66,115 3,022 63,093 2087.8
Gain on disposition of developable land 57,262 2,115 55,147 2607.4
Gain on sale from unconsolidated joint ventures 7,677 (1,886) 9,563 (507.1)
Gain (loss) from extinguishment of debt, net (7,432) (47,078) 39,646 (84.2)
Total other (expense) income 47,511 (112,746) 160,257 (142.1)
Income (loss) from continuing operations (34,137) (152,002) 117,865 (77.5)
Discontinued operations:
Income from discontinued operations 3,692 16,911 (13,219) (78.2)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net (4,440) 25,552 (29,992) (117.4)
Total discontinued operations (748) 42,463 (43,211) (101.8)
Net income (loss) $ (34,885) $ (109,539) $ 74,654 (68.2) %

~~Table of~~ Contents

The following is a summary of the changes in revenue from rental operations and other, and property expenses, in 2022 as compared to 2021 divided into Same-Store Properties, Acquired and Developed Properties and Properties Sold in 2021 and ~~2022 (excluding properties classified as discontinued operations):~~2022:


		Total Company				Same-Store Properties				Acquired and Developed Properties				Properties Sold in 2021 and 2022
	Total Company																									Total Company									Same-Store Properties									Acquired and Developed Properties									Properties Sold in 2021 and 2022
(dollars in thousands)	(dollars in thousands)	Dollar Change		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change		(dollars in thousands)		Dollar Change			Percent Change						Dollar Change			Percent Change						Dollar Change			Percent Change						Dollar Change			Percent Change
Revenue from rental operations and other:	Revenue from rental operations and other:
Revenue from leases	Revenue from leases	$	7,198	2.6	%	$	12,450	4.5	%	$	28,717	10.4	%	$	(33,969)	(12.3)	%
Revenue from leases
Revenue from leases																				$	43,970		27.1		%				$	17,324		11.2		%				$	28,717		100.0		%				$	(2,071)		(100.0)		%
Parking income	Parking income	3,554		23.7		3,034		20.2		1,103		7.4		(583)		(3.9)
Hotel income		4,887		46.0		4,887		46.0		—		—		—		—
Other income	Other income	22,004		194.6		21,646		191.4		472		4.2		(114)		(1.0)
Total	Total	$	37,643	12.0	%	$	42,017	13.4	%	$	30,292	9.7	%	$	(34,666)	(11.0)	%	Total		$	44,818		24.2	24.2	%				$	16,788		9.5	9.5	%				$	30,292		100.0	100.0	%				$	(2,262)		(100.0)	(100.0)	%

Property expenses:	Property expenses:
Property expenses:
Property expenses:
Real estate taxes
Real estate taxes
Real estate taxes	Real estate taxes	$	11,479	24.4	%	$	9,925	21.1	%	$	3,275	7.0	%	$	(1,721)	(3.7)	%	$	10,294		35.7	35.7	%				$	7,450		27.2	27.2	%				$	3,275		100.0	100.0	%				$	(431)		(100.0)	(100.0)	%
Utilities	Utilities	(458)		(3.1)		(9)		(0.1)		1,004		6.8		(1,453)		(9.8)
Operating services	Operating services	6,609		9.2		7,230		10.1		6,784		9.5		(7,405)		(10.4)
Total	Total	$	17,630	13.2	%	$	17,146	12.9	%	$	11,063	8.3	%	$	(10,579)	(7.9)	%	Total		$	18,245		22.1	22.1	%				$	8,353		10.7	10.7	%				$	11,063		100.0	100.0	%				$	(1,171)		(100.0)	(100.0)	%

OTHER DATA:	OTHER DATA:
OTHER DATA:
OTHER DATA:
Number of Consolidated Properties
Number of Consolidated Properties
Number of Consolidated Properties	Number of Consolidated Properties	27				23				4				20
Commercial Square feet (in thousands)	Commercial Square feet (in thousands)	3,104				3,104				—				4,842
Commercial Square feet (in thousands)
Commercial Square feet (in thousands)
Multifamily portfolio (number of units)	Multifamily portfolio (number of units)	5,535				4,039				1496				0
Multifamily portfolio (number of units)
Multifamily portfolio (number of units)

Revenue from leases. Revenue from leases for the Same-Store Properties increased ~~$12.4~~$17.3 million, or ~~4.5~~11.2 percent, for 2022 as compared to 2021, due primarily to an increase in occupancy and market rents of the multifamily rental ~~properties, partially offset by a reduction in occupancy of the office properties in 2022 as compared to 2021.~~properties. Revenue from leases at the Acquired and Developed Properties increased $28.7 million in 2022 as compared to 2021, due to the commencement of operations at athree multifamily ~~property~~properties during the periods as well as the acquisition of one multifamily ~~property.~~property in mid-2022.

Parking income. Parking income for the Same-Store Properties increased ~~$3.0~~$2.7 million, or ~~20.2~~22.7 percent for 2022 as compared to 2021 due primarily to an increase in usage at the parking garages.

~~Hotel income~~. Hotel income for the Same-Store properties increased $4.9 million, or 46.0 percent, for 2022 as compared to 2021, primarily due to higher occupancy, higher average daily rates and increased events as a result of easing COVID-19 restrictions.

Other income. Other income for the Same-Store Properties ~~increased $21.6~~decreased 3.2 million, or ~~191.4~~30.5 percent for 2022 as compared to 2021 due primarily to ~~lease termination income recognized~~the recognition in 2021 of forfeited deposits received from ~~office properties~~potential buyers in ~~2022.~~disposition deals that were not completed, as well as post property sales items received in 2021.

Real estate taxes. Real estate taxes on the Same-Store Properties increased ~~$9.9~~$7.5 million, or ~~21.1~~27.2 percent, for 2022 as compared to 2021 due primarily to increased tax rates on properties located in Jersey City, New Jersey as well as the expiration in early 2022 of the PILOT agreements on two multifamily properties.

Utilities. Utilities for the Same-Store Properties remained relatively unchanged for 2022 compared to 2021.

Operating services. Operating services for the Same-Store properties increased ~~$7.2~~$1.2 million, or ~~10.1~~2.9 percent, for 2022 as compared to 2021, due primarily to an increase in ~~repairs and maintenance costs at commercial properties, and~~ insurance expenses in 2022.

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Real estate services revenue. Real estate services revenue, ~~(primarily~~which is primarily related to management fees and reimbursement of property personnel ~~costs)~~costs from the Company's third party/ joint ventures management businesses, decreased $6.0 million, or ~~62.7 percent,~~62.7%, for 2022 as compared to 2021, due primarily to a reduction in third party development and management activity in 2022.

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Real estate services expenses. Real Estate services expenses include off-site expenses associated with the self-management of the Company's properties as well as operating and personnel expenses for the Company's third party/joint venture management businesses. Real estate services expenses decreased $2.3 million, or 18.0 percent, for 2022 as compared to 2021, due primarily to lower salaries and related expenses from a reduction in third-party services activities in 2022 as compared to 2021.

General and administrative. General and administrative expenses remained relatively unchanged for 2022 compared to 2021 due to increases in severance and related costs in 2022 as compared to 2021, partially offset by cost saving reductions in 2022.

Transaction related costs. The Company incurred costs of $3.5 million in 2022 and $12.2 million in 2021 in connection with transactions that were not ~~consummated and increased advisory fees.~~consummated.

Depreciation and amortization. Depreciation and amortization increased ~~$1.5~~$16.9 million, or ~~1.3~~24.7 percent for 2022 ~~over 2021. This increase was~~compared to 2021, primarily due to ~~an increase of commission amortizations of $1.6 million for Same-Store Properties for 2022 as compared to 2021, an increase of approximately $16.1 million for 2022 as compared to 2021~~additional depreciation and amortization in the Acquired ~~Properties, which was offset by a decrease of $15.9 million for properties sold or removed from service.~~and Developed Properties.

~~Property impairments.~~ In 2022, the Company recorded impairment charges of $94.8 million on its held and used office properties in Jersey City, New Jersey. In 2021, the Company recorded impairment charges of $7.4 million on its held and used hotel properties in Weehawken, New Jersey and $6 million on a held and used office property that has since been disposed.

Land and other impairments. In 2022, the Company recorded net $9.4 million of impairments on developable land parcels. In 2021, the Company recorded $20.8 million of impairments on developable land parcels and $2.9 million of goodwill impairment.

Interest expense. Interest expense increased ~~$12.8~~$18.9 million, or ~~19.7~~39.7 percent, for 2022 as compared to 2021. This increase was primarily the result of the cessation of the capitalization of mortgage interest related to a multifamily property which was placed in service in 2022 and higher interest rates on our floating rate indebtedness.

Interest and other investment income. Interest and other investment income remained relatively unchanged for 2022 as compared to 2021.

Equity in earnings (loss) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures increased $5.5 million, or 128.2 percent, for 2022 as compared to 2021, due primarily to higher revenues resulting from lower concessions and higher market rents at various unconsolidated multifamily joint ventures in 2022 as compared to 2021.

Realized gains (losses) and unrealized losses on disposition of rental property, net. The Company had no realized gains (unrealized losses) on disposition of rental property ~~of $66.1 million~~ in 2022 and ~~$3.0~~3.0 million in 2021. See Note 3: ~~Recent Transactions~~Investment in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements.

Gain on disposition of developable land. In 2022, the Company recognized a gain of $57.3 million on the sale of multiple developable land parcels. In 2021, the Company recorded a gain of $2.1 million on the sale of land holdings in Newark and Hamilton, New Jersey. See Note 3: Investment in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements.

Gain on sale from unconsolidated joint ventures. In ~~2022, the Company recorded a gain of $7.7 million on the sale of the unconsolidated joint venture hotel property in Jersey City, New Jersey. In~~ 2021, the Company recorded a $1.9 million ~~gain~~loss for its share on the sale of the joint venture - owned property in Arlington, Virginia and land in Hillsborough, New Jersey. See Note ~~4: Investments~~3: Investment in Rental Property - Dispositions of Unconsolidated Joint ~~Ventures~~Venture – to the Financial Statements.

~~Loss from extinguishment of debt, net.~~
In 2022, the Company recognized a loss of $7.4 million on extinguishment of debt primarily in connection with the sales of two office properties located in Hoboken, New Jersey and Jersey City, New Jersey. In 2021, the Company recognized losses from early extinguishment of debt of $47.1 million which consists of $24.2 million in connection with the redemption of the Company’s Senior Unsecured Notes and $22.6 million in connection with the sale of Short Hills office portfolio and related defeasement of the mortgage loan.

~~Discontinued operations.~~ For all periods presented, the Company classified 36 office properties totaling 6.3 million square feet as discontinued operations, some of which were sold during the periods. The income from these properties decreased

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$43.2 million for 2022 as compared to 2021, due primarily to the sale of majority of the properties taking place in 2021. Included within discontinued operations are realized gains (losses) and unrealized losses on disposition of rental property and impairments, net, of a gain of $25.6 million in 2021 and a loss of $4.4 million in 2022.

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~~Year Ended December 31, 2021 Compared to Year Ended December 31, 2020~~
Years Ended
December 31, Dollar
Change Percent
Change
(dollars in thousands) 2021 2020
Revenue from rental operations and other:
Revenue from leases $ 276,864 $ 266,884 $ 9,980 3.7 %
Parking income 15,003 15,604 (601) (3.9)
Hotel income 10,618 4,287 6,331 147.7
Other income 11,309 9,311 1,998 21.5
Total revenues from rental operations 313,794 296,086 17,708 6.0
Property expenses:
Real estate taxes 47,106 44,977 2,129 4.7
Utilities 14,802 13,717 1,085 7.9
Operating services 71,246 67,592 3,654 5.4
Total property expenses 133,154 126,286 6,868 5.4
Non-property revenues:
Real estate services 9,596 11,390 (1,794) (15.8)
Total non-property revenues 9,596 11,390 (1,794) (15.8)
Non-property expenses:
Real estate services expenses 12,857 13,555 (698) (5.1)
General and administrative 57,190 71,058 (13,868) (19.5)
Dead deal and transaction-related costs 12,221 2,583 9,638 373
Depreciation and amortization 110,038 120,455 (10,417) (8.6)
Property impairments 13,467 36,582 (23,115) (63.2)
Land and other impairments, net 23,719 16,817 6,902 41.0
Total non-property expenses 229,492 261,050 (31,558) (12.1)
Operating income (loss) (39,256) (79,860) 40,604 (50.8)
Other (expense) income:
Interest expense (65,192) (80,991) 15,799 (19.5)
Interest and other investment income (loss) 524 43 481 1,118.6
Equity in earnings (loss) of unconsolidated joint ventures (4,251) (3,832) (419) 10.9
Realized gains (losses) and unrealized losses on disposition of rental property, net 3,022 2,657 365 13.7
Gain on disposition of developable land 2,115 5,787 (3,672) (63.5)
Gain on sale from unconsolidated joint ventures (1,886) 35,184 (37,070) (105.4)
Gain (loss) from extinguishment of debt, net (47,078) (272) (46,806) 17,208.1
Total other (expense) income (112,746) (41,424) (71,322) 172.2
Income (loss) from continuing operations (152,002) (121,284) (30,718) 25.3
Discontinued operations:
Income from discontinued operations 16,911 73,660 (56,749) (77.0)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net 25,552 14,026 11,526 82.2
Total discontinued operations 42,463 87,686 (45,223) (51.6)
Net income (loss) $ (109,539) $ (33,598) $ (75,941) 226.0 %

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The following is a summary of the changes in revenue from rental operations and other, and property expenses, in 2021 as compared to 2020 divided into Same-Store Properties, Acquired and Developed Properties and Properties Sold in 2020 and 2021:

Total
Company Same-Store
Properties Acquired and Developed
Properties Properties
Sold in 2020 and 2021
(dollars in thousands)
Dollar
Change Percent
Change Dollar
Change Percent
Change Dollar
Change Percent
Change Dollar
Change Percent
Change
Revenue from rental operations and other:
Revenue from leases $ 9,981 3.7 % $ 1,798 0.7 % $ 13,014 4.8 % $ (4,831) (1.8) %
Parking income (601) (3.9) (1,074) (7.0) 587 3.8 (114) (0.7)
Hotel income 6,331 147.7 6,331 147.7 — — — —
Other income 1,996 21.4 1,586 17.0 449 4.8 (39) (0.4)
Total $ 17,707 6.0 % $ 8,641 2.9 % $ 14,050 4.6 % $ (4,984) (1.6) %
Property expenses:
Real estate taxes $ 2,129 4.7 % $ 1,775 3.9 % $ 1,496 3.3 % $ (1,142) (2.5) %
Utilities 1,085 7.9 905 6.6 566 4.1 (386) (2.8)
Operating services 3,654 5.3 1,777 2.6 2,756 4.0 (879) (1.3)
Total $ 6,868 5.4 % $ 4,457 3.5 % $ 4,818 3.8 % $ (2,407) (1.9) %
OTHER DATA:
Number of Consolidated Properties 27 23 4 39
Commercial Square feet (in thousands)
4,916 4,885 31 5,755
Multifamily portfolio (number of units)
4,545 3,713 832 1,025

~~Revenue from leases.~~ Revenue from leases for the Same-Store Properties increased $1.8 million, or 0.7 percent, for 2021 as compared to 2020, of which an increase of $3.4 million at the commercial properties is due to an increase in escalation settle-ups. This is partially offset by a decrease of $1.6 million of the multifamily properties, due primarily to lower in-place rents in 2021 as compared to 2020 as a result of increased rent concessions. Revenue from leases at the Acquired and Developed Properties increased $13.0 million in 2021 as compared to 2020, due to the commencement of operations of three multifamily properties and one retail property.

~~Parking income.~~ Parking income for the Same-Store Properties decreased $1.1 million, or 7.0 percent for 2021 as compared to 2020 due primarily to a decrease in usage at the parking garages, in 2021 as compared to 2020, which was more impacted by the COVID-19 pandemic, as well as the recognition in 2020 of approximately $0.6 million income from a settlement of prior period unpaid parking fees by a tenant in Jersey City, New Jersey.

~~Hotel income~~. Hotel income for the Same-Store properties increased $6.3 million, or 147.7 percent, for 2021 as compared to 2020, primarily due to fully reopening the hotels in 2021 following a partial shutdown of hotel operations in 2020 as a result of the COVID-19 pandemic.

~~Other income.~~ Other income for the Same-Store Properties increased $1.6 million, or 17.1 percent for 2021 as compared to 2020 due primarily to the recognition in 2021 of forfeited deposits received from potential buyers in disposition deals that were not completed, as well as post property sales items received in 2021.

~~Real estate taxes.~~ Real estate taxes on the Same-Store Properties increased $1.7 million, or 3.7 percent, for 2021 as compared to 2020 due primarily to the expiration in early 2021 of the PILOT agreements on two multifamily properties located in Jersey City, New Jersey.

~~Utilities.~~ ~~Utilities for the Same-Store Properties increased $0.9 million, or 6.6 percent, for 2021 as compared to 2020, due primarily to higher electricity rates in 2021 as compared to 2020.~~

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~~Operating services.~~ ~~Operating services for the Same-Store properties increased $1.7 million, or 2.5 percent, for 2021 as compared to 2020, due primarily toan increase in severance and related expenses in 2021 as compared to 2020.~~

~~Real estate services revenue.~~ ~~Real estate services revenue (primarily reimbursement of property personnel costs)decreased $1.8 million, or 15.8 percent, for 2021 as compared to 2020, due primarily to decreased third party development and~~ ~~management activity in 2021 as compared to 2020.~~

~~Real estate services expenses.~~ Real estate services expenses decreased $0.7 million, or 5.1 percent, for 2021 as compared to 2020, due primarily to lower salaries and related expenses from a reduction in third-party services activities in 2021 as compared to 2020.

~~General and administrative.~~ General and administrative expenses decreased $13.9 million, or 19.5 percent in 2021 as compared to 2020. This decrease is due primarily to costs incurred for a contested election of the Board of Directors of $12.8 million in 2020 and a decrease in severance and related costs of $2.5 million ($7.6 million in 2021 versus $10.1 million in 2020). These were partially offset by $2.1 million of costs from CEO and related management changes in 2021.

~~Dead deal and transaction costs.~~ ~~The Company incurred costs of $12.2 million in 2021 and $2.6 million in 2020 in connection with transactions that were not consummated and ATM Program costs.~~

~~Depreciation and amortization.~~ Depreciation and amortization decreased $10.4 million, or 8.5 percent, for 2021 over 2020. This decrease was due primarily to lower depreciation of fully-amortized assets of approximately $13.6 million for the Same-Store Properties for 2021 as compared to 2020 and a decrease of approximately $1.6 million for properties sold or removed from service, partially offset by an increase in depreciation of $4.7 million for 2021 as compared to 2020 from the Acquired and Developed Properties.

~~Property impairments.~~ In 2021, the Company recorded impairment charges of $7.4 million on its held and used hotel properties in Weehawken, New Jersey and $6.0 million on its then held and used office property in Hoboken, New Jersey. In 2020, the Company recorded impairment charges of $36.6 million on its held and used hotel properties in Weehawken, New Jersey.

~~Land and other impairments~~. In 2021, the Company recorded $20.8 million of impairments on developable land parcels and $2.9 million of goodwill impairment. In 2020, the Company recorded valuation impairment charges of $16.8 million on developable land parcels.

~~Interest expense.~~ Interest expense decreased $15.8 million, or 19.5 percent, for 2021 as compared to 2020. This decrease was primarily the result of lower average debt balances in 2021 as compared to 2020, due to the Company’s redemption of its Senior Unsecured Notes in 2021, using proceeds from sales of office properties.

~~Interest and other investment income.~~ Interest and other investment income increased $0.5 million for 2021 as compared to 2020 primarily due to interest received on a note receivable, partially offset by the write-down of a note receivable in 2021.

~~Equity in earnings (loss) of unconsolidated joint ventures.~~ Equity in earnings of unconsolidated joint ventures decreased $0.4 million, or 11.0 percent, for 2021 as compared to 2020. The decrease is primarily due to an increase in concessions and discounts to tenants in 2021 as compared to 2020 resulting in a reduction of $1.7 million of rental revenue for 2021 as compared to 2020 from a venture located in Jersey City, New Jersey.

~~Realized gains (losses) and unrealized losses on disposition of rental property, net.~~ The Company had realized gains (unrealized losses) on disposition of rental property of $3.0 million in 2021 and $2.7 million in 2020. See Note 3: Recent Transactions – Dispositions – to the Financial Statements.

~~Gain on disposition of developable land.~~ In 2021, the Company recorded a gain of $2.1 million on the sale of land holdings in Newark and Hamilton, New Jersey. In 2020, the Company recorded a gain of $5.8 million on the sale of land holdings located in Mount Pleasant, New York; Middletown, New Jersey; and Greenbelt, Maryland. See Note 3: Recent Transactions – Dispositions to the Financial Statements.

~~Gain on sale from unconsolidated joint ventures.~~ In 2021, the Company recorded a loss of $1.9 million on the sale of its interest in a joint venture which owns an office property in West Orange, New Jersey. In 2020, the Company recorded a $35.2 million gain for its share on the sale the joint venture - owned property in Arlington, Virginia and land in Hillsborough, New Jersey. See Note 4: Investments in Unconsolidated Joint Ventures – to the Financial Statements.

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Loss from extinguishment of debt, net. In 2021, the Company recognized losses from early extinguishment of debt of $47.1 million which consists of $24.2 million in connection with the redemption of the Company’s Senior Unsecured Notes and $22.6 million in connection with the sale of Short Hills office portfolio and related ~~defeasement~~defeasance of the mortgage loan. ~~In 2020, the Company recorded a loss on early retirement of debt of $0.3 million in connection with the repayment of a construction loan on a multifamily property located in Malden, Massachusetts.~~

Discontinued operations. ~~For all periods presented, the~~The Company ~~classified 36 office properties totaling 6.3~~recognized income of $4.6 million ~~square feet as discontinued operations, some of which were sold during the periods. The income from these properties decreased $56.8~~in 2022 and $47.7 million ~~for 2021 as compared to 2020, due primarily~~in 2021. See Note 7: Discontinued Operations to the ~~sale~~Financial Statements for additional details.

Liquidity and Capital Resources

Overview

Liquidity is a measurement of ~~16 properties in 2021~~the Company's ability to meet cash requirements, including ongoing commitments to repay borrowings, pay dividends, fund acquisitions of real estate assets and ~~20 properties in 2020. Included within discontinued~~other general business needs. In addition to cash on hand, the primary sources of funds for short-term and long-term liquidity requirements, including working capital,

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distributions, debt service and additional investments, consist of: (i) borrowings under the revolving credit facility and term loan; (ii) proceeds from sales of real estate; and (iv) cash flow from operations. The Company believe these sources of financing will be sufficient to meet our short-term and long-term liquidity requirements.

The Company's cash flow from operations ~~are realized gains (losses) and unrealized losses on disposition~~primarily consists of rental ~~property and impairments, net, of a gain of $25.6 million in 2021 and a gain of $14.2 million in 2020.~~

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~Liquidity~~

~~Overview~~

~~Rental~~ revenue which is the ~~Company’s~~ principal source of funds that is used to pay ~~its material cash commitments consisting of~~ operating expenses, debt service, general and administrative expenses, operating capital expenditures, dividends, and dividends, excluding non-recurring capital expenditures. To the extent that the Company’s cash flow from operating activities is insufficient to finance its non-recurring capital expenditures such as property acquisitions, development and construction costs and other capital expenditures, the Company has and expects to continue to finance such activities through borrowings under its revolving credit facility, other debt and equity financings, proceeds from the sale of properties and joint venture capital.

transaction-related expenses. The Company expects to meet its short-term liquidity requirements generally through its working capital, which may include proceeds from the sales of rental properties and land, net cash provided by operating activities and draws from its revolving credit facility.

Cash Flows

Cash, cash equivalents and restricted cash increased by $6.9 million to $54.6 million at December 31, 2023, compared to $47.6 million at December 31, 2022. This increase is comprised of the following net cash flow items:

(1)$45.5 million provided by operating activities.

(2)$579.7 million provided by investing activities, consisting primarily of the following:

(a)$560.0 million received mainly from proceeds of rental properties included in discontinued operations; plus

(b)$23.0 million received from proceeds of the sales of rental property in continuing operations; plus

(c)$12.1 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures; plus

(d)$3.8 million received from proceeds from insurance settlements; plus

(e)$1.3 million received from repayments of notes receivables; minus

(f)$12.5 million used for additions to rental property and improvements; minus

(g)$8.4 million used for the development of rental property, other related costs and deposits; minus

(h)$0.8 million used for investment in unconsolidated joint ventures.

(3)$618.3 million used in financing activities, consisting primarily of the following:

(a)$535.5 million used for the redemption of redeemable noncontrolling interests; plus

(b)$442.1 million used for repayments of mortgages, loans payable and other obligations; plus

(d)$16.2 million used for payments of financing costs; plus

(e)$5.1 million used for payment of common dividends and distributions; minus

(f)$399.6 million received from proceeds from mortgages and loans payable.

REIT ~~Restrictions~~Distribution Requirements

To maintain its qualification as a REIT under the IRS Code, the General Partner must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without regard to the dividends paid deduction and by excluding net capital gains. However, any such distributions, whether for federal income tax purposes or otherwise, would be paid out of available cash, including borrowings and other sources, after meeting operating requirements, preferred stock dividends and distributions, and scheduled debt service on the Company’s debt. If and to the extent the Company retains and does not distribute any net capital gains, the General Partner will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.

~~The~~As a result of the Company ~~has suspended~~substantially completing its ~~common dividends since September 2020, which was initially~~transformation to a ~~strategic decision by~~pure-play multifamily REIT, as well as the ~~Board to allow for greater financial flexibility during the COVID-19 pandemic and to retain incremental capital to support the~~ Company’s ~~value-enhancing investments across the portfolio and was based upon its estimates of taxable income. Based upon its~~ current estimates of taxable income, ~~and its expectation of disposition activity,~~ the Board ~~has made the strategic decision to continue to suspend its dividend to support the transformation~~of Directors of the ~~Company to~~General Partner (the "Board of Directors") reinstated a ~~pure-play multifamily REIT and will re-evaluate this decision when such transition is substantially complete.~~quarterly dividend beginning in the third quarter of 2023.

The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors of the General Partner in light of conditions then existing, including the Company's earnings, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions and general overall economic conditions and other factors.

On December 18, 2023, the Company declared a $0.0525 distribution per common share to be payable on January 10, 2024 to shareholders of record as of the close of business on December 29, 2023. At December 31, 2023, the balance of the

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distributions payable was $5.5 million. The $0.0525 distribution per common share will be reported to shareholders for the year ending December 31, 2024.

On July 24, 2023, the Company declared a $0.05 distribution per common share with a payment date of October 10, 2023, to shareholders of record as of the close of business on September 30, 2023. The Company has determined that the total distribution of $0.05 per common share paid during the year ended December 31, 2023 represented 100% return of capital distributions.

The dividends and distributions payable atDecember 31, 2022 ~~and December 31, 2021~~ represent amounts payable on unvested LTIP units.

Debt Financing

Debt Strategy

The Company has historically utilized a combination of corporate and property level indebtedness. The Company will seek to refinance or retire its debt obligations at maturity with available proceeds received from the Company’s planned non-strategic asset sales, as well as with new corporate or property level indebtedness on or before the applicable maturity dates.

Debt Summary

The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2023:


	Balance ($000’s)		% of Total		Weighted Average Interest Rate		Weighted Average Maturity in Years
Fixed Rate & Hedged Secured (a)	$	1,868,983	100.00	%	4.34	%	3.46
Variable Rate Secured Debt	—		—	%	—	%	—

Totals/Weighted Average:	$	1,868,983	100.00	%	4.34	%	3.46
Unamortized deferred financing costs	(15,086)
Total Debt, Net	$	1,853,897

(a)Includes debt with interest rate caps outstanding with a notional amount of $304.5 million.

Debt Maturities

Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, 2023 are as follows:


Period	Scheduled Amortization ($000’s)		Principal Maturities ($000’s)		Total ($000’s)		Weighted Avg. Effective Interest Rate of Future Repayments
2024	$	6,076	$	308,000	$	314,076	3.43	%
2025	9,487		—		9,487		3.67	%
2026	9,651		536,487		546,138		4.44	%
2027	8,158		305,320		313,478		3.66	%
2028	5,331		343,061		348,392		6.01	%
Thereafter	5,574		331,838		337,412		3.98	%
Sub-total	44,277		1,824,706		1,868,983		4.34	%
Unamortized deferred financing costs	(15,086)		—		(15,086)
Totals/Weighted Average	$	29,191	$	1,824,706	$	1,853,897	4.34	%

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Unencumbered Properties

As of December 31, ~~2022,~~2023, the Company had ~~one~~three unencumbered ~~property~~properties, with a carrying value of ~~$14.5 million representing 3.7 percent of the Company’s total consolidated property count.~~

$115.9 million.

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~~Cash Flows~~

Cash, cash equivalents and restricted cash decreased by $3.8 million to $47.6 million at December 31, 2022, compared to $51.5 million at December 31, 2021. This decrease is comprised of the following net cash flow items:

~~(1)$66.5 million provided by operating activities.~~

~~(2)$220.1 million provided by investing activities, consisting primarily of the following:~~

~~(a)$7.7 million proceeds from the sale of investments in unconsolidated joint ventures; plus~~

~~(b)$2.9 million received from repayments of notes receivables; plus~~

~~(c)$451.9 million received from proceeds from the sales of rental property; minus~~

~~(d)$51.5 million used for additions to rental property and improvements; minus~~

~~(e)$73.2 million used for the development of rental property, other related costs and deposits; minus~~

~~(f)$130.5 million used for rental property acquisitions and related intangibles.~~

~~(3)$290.3 million used in financing activities, consisting primarily of the following:~~

~~(a)$250.0 million used for repayments of the revolving credit facility; plus~~

~~(b)$25.6 million used for distributions to redeemable noncontrolling interests; plus~~

~~(c)$245.5 million used for repayments of mortgages, loans payable and other obligations; plus~~

~~(d)$5.1 million used for payment of early debt extinguishment costs, minus~~

~~(e)$102.0 million from borrowings under the revolving credit facility; minus~~

~~(f)$154.7 million from proceeds received from mortgages and loans payable.~~

~~Debt Financing~~

~~Summary of Debt~~

~~The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2022:~~

Balance
($000’s)
% of Total
Weighted Average
Interest Rate (a)
Weighted Average
Maturity in Years
Fixed Rate & Hedged Secured (c) $ 1,764,488 92.31 % 4.27 % 3.71
Variable Rate Secured Debt 147,000 7.69 % 6.86 % 1.83
Totals/Weighted Average: $ 1,911,488 100.00 % 4.47 % (b) 3.57
Unamortized deferred financing costs (7,511)
Total Debt, Net $ 1,903,977

~~(a)The actual weighted average of floating rates (LIBOR and SOFR) for the Company’s outstanding variable rate debt was 4.15 percent as of December 31, 2022, plus the applicable spread.~~

~~(b)Excludes amortized deferred financing costs primarily pertaining to the Company’s revolving credit facility which amounted to $2.8 million for the year ended December 31, 2022.~~

~~(c)Includes debt with interest rate caps outstanding with a notional amount of $485 million.~~

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~~Debt Maturities~~

~~Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, 2022 are as follows:~~

Period
Scheduled
Amortization
($000’s)
Principal
Maturities
($000’s)
Total
($000’s)
Weighted Avg.
Effective Interest Rate of
Future Repayments (a)
2023 $ 2,047 $ 142,998 $ 145,045 5.98 %
2024 (b) 5,037 605,324 610,361 5.02 %
2025 8,384 — 8,384 3.39 %
2026 8,780 483,000 491,780 4.22 %
2027 8,158 305,319 313,477 3.66 %
Thereafter 7,418 335,023 342,441 3.98 %
Sub-total 39,824 1,871,664 1,911,488 4.47 %
Unamortized deferred financing costs (7,511) — (7,511) —
Totals/Weighted Average $ 32,313 $ 1,871,664 $ 1,903,977 4.47 %

~~(a)The actual weighted average of floating rates (LIBOR and SOFR) for the Company’s outstanding variable rate debt was 4.15 percent as of December 31, 2022, plus the applicable spread.~~

~~(b)Excludes amortized deferred financing costs primarily pertaining to the Company’s revolving credit facility which amounted to $2.8 million for the year ended December 31, 2022.~~

~~Revolving Credit Facility and Term Loans~~

On May 6, 2021, the Company entered into a revolving credit and term loan agreement (“2021 Credit Agreement”) with a group of seven lenders that provides for a $250 million senior secured revolving credit facility (the “2021 Credit Facility”) and a $150 million senior secured term loan facility (the “2021 Term Loan”), and delivered written notice to the administrative agents to terminate the 2017 credit agreement, which termination became effective May 13, 2021.

The terms of the 2021 Credit Facility include: (1) a three-year term ending in May 2024; (2) revolving credit loans may be made to the Company in an aggregate principal amount of up to $250 million (subject to increase as discussed below), with a sublimit under the 2021 Credit Facility for the issuance of letters of credit in an amount not to exceed $50 million; and (3) a first priority lien in unencumbered properties of the Company with an appraised value greater than or equal to $800 million which must include the Company’s Harborside 2/3 and Harborside 5 properties; and (4) a facility fee payable quarterly equal to 35 basis points if usage of the 2021 Credit Facility is less than or equal to 50%, and 25 basis points if usage of the 2021 Credit Facility is greater than 50%.

The terms of the 2021 Term Loan included: (1) an eighteen-month term ending in November 2022; (2) a single draw of the term loan commitments up to an aggregate principal amount of $150 million; and (3) a first priority lien in unencumbered properties of the Company with an appraised value greater than or equal to $800 million which must include the Company’s Harborside 2/3 and Harborside 5 properties.

Interest on borrowings under the 2021 Credit Facility and 2021 Term Loan shall be based on applicable base rate (the “Base Rate”) plus a margin ranging from 125 basis points to 275 basis points depending on the Base Rate elected, currently 0.12%. The Base Rate shall be either (A) the highest of (i) the Wall Street Journal prime rate, (ii) the greater of the then effective (x) Federal Funds Effective Rate, or (y) Overnight Bank Funding Rate plus 50 basis points, and (iii) a LIBO Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities (the “Adjusted LIBO Rate”) and calculated for a one-month interest period, plus 100 basis points (such highest amount being the “ABR Rate”), or (B) the Adjusted LIBO Rate for the applicable interest period; provided, however, that the ABR Rate shall not be less than 1% and the Adjusted LIBO Rate shall not be less than zero.

The 2021 Credit Agreement, which applies to both the 2021 Credit Facility and 2021 Term Loan, includes certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties, and which require compliance with financial ratios relating to the minimum

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collateral pool value ($800 million), maximum collateral pool leverage ratio (40 percent), minimum number of collateral pool properties (two), the maximum total leverage ratio (65 percent), the minimum debt service coverage ratio (1.10 times until May 6, 2022, 1.20 times from May 7, 2022 through May 6, 2023, and 1.40 times thereafter), and the minimum tangible net worth ratio (80% of tangible net worth as of December 31, 2020 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership).

The 2021 Credit Agreement contains “change of control” provisions that permit the lenders to declare a default and require the immediate repayment of all outstanding borrowings under the 2021 Credit Facility. These change of control provisions, which have been an event of default under the agreements governing the Company’s revolving credit facilities since June 2000, are triggered if, among other things, a majority of the seats on the Board of Directors (other than vacant seats) become occupied by directors who were neither nominated by the Board of Directors, nor appointed by the Board of Directors. If these change of control provisions were triggered, the Company could seek a forbearance, waiver or amendment of the change of control provisions from the lenders, however there can be no assurance that the Company would be able to obtain such forbearance, waiver or amendment on acceptable terms or at all. If an event of default has occurred and is continuing, the entire outstanding balance under the 2021 Credit Agreement may (or, in the case of any bankruptcy event of default, shall) become immediately due and payable, and the Company will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code.

On May 6, 2021, the Company drew the full $150 million available under the 2021 Term Loan and borrowed $145 million from the 2021 Credit Facility to retire the Company’s Senior Unsecured Notes. In June 2021, the Company paid down a total of $123 million of borrowings under the 2021 Term Loan, using sales proceeds from several of the Company’s suburban office property dispositions. On July 27, 2021, the Company repaid the outstanding balance of the 2021 Term Loan of $27 million, using proceeds from the disposition of a suburban office property previously held for sale. (See Note 3: Recent Transactions – Real Estate Held for Sale/Discontinued Operations/Dispositions).

~~Mortgages, Loans Payable and Other Obligations~~

The Company has other mortgages, loans payable and other obligations which consist of various loans collateralized by certain of the Company’s rental properties. Payments on mortgages, loans payable and other obligations are generally due in monthly installments of principal and interest, or interest only.

~~Debt Strategy~~

The Company intends to utilize a combination of corporate and property level indebtedness. The Company will seek to refinance or retire its debt obligations at maturity with either available proceeds received from the Company’s planned non-strategic asset sales, as well as with new corporate or property level indebtedness on or before the applicable maturity dates. If it cannot raise sufficient proceeds to retire the maturing debt, the Company may draw on its revolving credit facility to retire the maturing indebtedness, which would reduce the future availability of funds under such facility. As of February 15, 2023, the Company had outstanding borrowings of $4.0 million under its revolving credit facility. The Company is continually evaluating its financing and refinancing options, including the issuance of additional, or exchange of current, unsecured debt or common and preferred stock, and/or obtaining additional mortgage debt of the Operating Partnership, some or all of which may be completed in 2023. The Company currently anticipates that its available cash and cash equivalents, cash flows from operating activities and proceeds from the sale of real estate assets and joint ventures investments, together with cash available from borrowings and other sources, will be adequate to meet the Company’s capital and liquidity needs in the short term. However, if these sources of funds are insufficient or unavailable, due to current economic conditions or otherwise, or if capital needs to fund acquisition and development opportunities in the multifamily rental sector arise, the Company’s ability to make the expected distributions discussed in “REIT Restrictions” above may be adversely affected.

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Equity Financing and Registration Statements

~~Common Equity~~

The following table presents the changes in the General Partner’s issued and outstanding shares of common stock and the Operating Partnership’s common units for the years ended December 31, 2022 and 2021, respectively.

Common
Stock Common
Units/Vested
LTIP Units Total
Outstanding at January 1, 2022 90,948,008 9,013,534 99,961,542
Restricted stock issued 49,784 — 49,784
Common units redeemed for common stock 11,508 (11,508) —
Common units/vested LTIPs 181,199 — 181,199
Conversion of LTIP units for common units — 228,579 228,579
Vested RSU/LTIP units — 181,000 181,000
Cancellation of restricted stock (51,000) — (51,000)
Shares issued under Dividend Reinvestment and Stock Purchase Plan 2,150 — 2,150
Redemption of common units — (110,084) (110,084)
Outstanding at December 31, 2022 91,141,649 9,301,521 100,443,170

Common
Stock Common
Units/Vested
LTIP Units Total
Outstanding at January 1, 2021 90,712,417 9,649,031 100,361,448
Restricted stock issued 55,554 — 55,554
Common units redeemed for common stock 175,257 (175,257) —
Conversion of LTIP units for common units — 205,434 205,434
Vested RSU/LTIP units 2,501 65,176 67,677
Cancellation of restricted stock (262) — (262)
Shares issued under Dividend Reinvestment and Stock Purchase Plan 2,541 — 2,541
Redemption of common units — (730,850) (730,850)
Outstanding at December 31, 2021 90,948,008 9,013,534 99,961,542

~~Dividend Reinvestment and Stock Purchase Plan~~

The Company has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.5 million shares of the General Partner’s common stock have been reserved for future issuance. The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) for the approximately 5.5 million shares of the General Partner’s common stock reserved for issuance under the DRIP.

Shelf Registration Statements

The General Partner has an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.0 billion in common stock, preferred stock, depositary shares, and/or warrants of the General Partner, under which ~~$200~~$100 million of shares of common stock have been allocated for ~~sales~~sale pursuant to the ~~Company’s~~Company's ATM Program commenced in ~~December 2021~~November 2023 and no securities have been sold as of February 15, ~~2023.~~

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2024.

The General Partner and the Operating Partnership also have an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the General Partner and debt securities of the Operating Partnership, under which no securities have been sold as of February 15, ~~2023.~~2024.

Dividend Reinvestment and Stock Purchase Plan

The Company has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.4 million shares of the General Partner’s common stock have been reserved for future issuance. The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) for the approximately 5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP.

Off-Balance Sheet Arrangements

Unconsolidated Joint Venture Debt

The debt of the Company’s unconsolidated joint ventures generally provides for recourse to the Company for customary matters such as intentional misuse of funds, environmental conditions and material misrepresentations. The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of December 31, ~~2022,~~2023, the outstanding balance of such debt totaled ~~$188.5~~$17.2 million of which ~~$22.0~~$1.5 million was guaranteed by the Company. In January 2024, the joint venture repaid the $17.2 million loan.

The Company’s off-balance sheet arrangements are further discussed in Note 4: Investments in Unconsolidated Joint Ventures to the Financial Statements.

Funds from Operations

Funds from operations (“FFO”) (available to common stock and unit holders) is defined as net income (loss) before noncontrolling interests in Operating Partnership, computed in accordance with GAAP, excluding gains or losses from depreciable rental property transactions (including both acquisitions and dispositions), and impairments related to depreciable rental property, plus real estate-related depreciation and amortization. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that as FFO excludes the effect of depreciation, gains (or losses) from property transactions and impairments related to depreciable rental property (all of which are based on historical costs which may be of limited relevance in evaluating current performance), FFO can facilitate comparison of operating performance between equity REITs.

FFO should not be considered as an alternative to net income available to common shareholders as an indication of the Company’s performance or to cash flows as a measure of liquidity. FFO presented herein is not necessarily comparable to FFO presented by other real estate companies due to the fact that not all real estate companies use the same definition. However, the Company’s FFO is comparable to the FFO of real estate companies that use the current definition of the National Association of Real Estate Investment Trusts (“NAREIT”).

As the Company considers its primary earnings measure, net income available to common shareholders, as defined by GAAP, to be the most comparable earnings measure to FFO, the following table presents a reconciliation of net income

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available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 (in thousands):

Year Ended December 31,
2022 2021 2020
Net income (loss) available to common shareholders $ (52,066) $ (119,042) $ (51,387)
Add (deduct): Noncontrolling interests in Operating Partnership (5,202) (15,739) (13,830)
Noncontrolling interests in discontinued operations (72) 3,860 8,431
Real estate-related depreciation and amortization on continuing operations (a) 120,584 118,835 131,236
Real estate-related depreciation and amortization on discontinued operations 889 2,555 6,386
Property impairments on continuing operations 94,811 13,467 36,582
Impairment of unconsolidated joint venture investment (included in Equity in earnings) — (2) 2,562
Gain on sale from unconsolidated joint ventures (7,677) 1,886 (35,184)
Continuing operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net (66,116) (3,022) (2,656)
Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net 4,440 (25,552) (14,026)
Funds from operations available to common stock and Operating Partnership unitholders (b) $ 89,591 $ (22,754) $ 68,114

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	Year Ended December 31,
	2023		2022		2021
Net loss available to common shareholders	$	(107,265)	$	(52,066)	$	(119,042)
Add (deduct): Noncontrolling interests in Operating Partnership	(14,267)		(5,652)		(16,212)
Noncontrolling interests in discontinued operations	3,872		378		4,333
Real estate-related depreciation and amortization on continuing operations (a)	103,049		95,103		77,908
Real estate-related depreciation and amortization on discontinued operations	5,335		26,370		43,482
Property impairments on continuing operations	32,516		—		—
Property impairments on discontinued operations	—		94,811		13,467

Impairment of unconsolidated joint venture investment (included in Equity in earnings)	—		—		(1)

Discontinued operations: Gain on sale from unconsolidated joint ventures	—		(7,677)		1,886
Continuing operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	—		—		(3,023)
Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	(2,411)		(61,676)		(25,552)
Funds from operations available to common stock and Operating Partnership unitholders (b) (c)	$	20,829	$	89,591	$	(22,754)

(a)Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interests, of $10.3 million, $10.4 million ~~$10.1 million~~ and ~~$12.4~~$10.1 million for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively. Excludes non-real estate-related depreciation and amortization of ~~$1,328, $1,304~~$1.0 million, $1.3 million and ~~$1,610~~$1.3 million for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively.

(b)Net ~~income~~loss available to common shareholders in 2023, 2022 and 2021 ~~and 2020~~ included $9.3 million, $9.4 million ~~$23.7 million~~ and ~~$16.8~~$23.7 million, respectively, of land impairment charges and $46.3 million, $94.8 million ~~$2.1 million~~ and ~~$5.8~~$2.1 million, respectively, from a gain on disposition of developable land, which are included in the calculation to arrive at funds from operations as such gains and charges relate to non-depreciable assets.

(c)Includes $49.8 million of interest cost related to the mandatorily redeemable noncontrolling interests for the year ended December 31, 2023, respectively.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from its indebtedness primarily from ~~loss resulting from~~changes in market interest rates. The Company monitors interest rate ~~risk. Changes in the general level~~risk as an integral part of ~~interest rates prevailing in the financial markets may affect the spread between the Company’s yield on invested assets and cost of funds and, in turn,~~ its ~~ability to make distributions or payments to its investors.~~overall risk management. The Company manages its exposure to interest rate risk by utilizing fixed rate indebtedness or by hedging the majority of its floating rate indebtedness with interest rate swaps or caps, as appropriate.

As of December 31, 2023, the Company's indebtedness with an aggregate principal balance of $1.9 billion had an estimated aggregate fair value of $1.8 billion.

Changes in interest rates, impact the fair value of the Company's fixed rate debt instruments, computed using current market yields. Approximately ~~$1.8~~$1.6 billion of the Company’s long-term debt as of December 31, ~~2022~~2023 bears interest at fixed rates with a weighted average coupon of 4.29% and therefore the fair value of these instruments is affected by changes in market interest rates. The effective interest rates on the Company’s variable rate debt as of December 31, 2022 ranged from LIBOR/SOFR plus 141.0 basis points to LIBOR/SOFR plus 340.0 basis points. Assuming interest-rate swaps and caps are not in effect as of December 31, 2022, if market rates of interest on the Company’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $1.5 million annually. As of December 31, 2022, the Company's indebtedness with an aggregate principal balance of $1.8 billion had an estimated aggregate fair value of $1.6 billion and ifIf market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of December 31, ~~2022~~2023 would be approximately ~~$52.6~~$47.9 million higher or lower, respectively.

The effective interest rates on the Company’s variable rate debt, which are hedged by interest-rate caps, as of December 31, 2023 ranged from SOFR plus 141.0 basis points to SOFR plus 275.0 basis points. Assuming interest-rate caps are not in effect as of December 31, 2023, if market rates of interest on the Company’s variable rate debt increased or decreased by

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100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $3.0 million annually.

The following table summarizes the principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted average interest rates by expected maturity dates.

December 31, 2022
Debt,
including current portion
($s in thousands)
2023 2024 2025 2026 2027
Thereafter
Sub-total
Other (a)
Total
Fair
Value
Fixed Rate $ 61,045 $ 610,361 $ 8,384 $ 428,780 $ 313,477 $ 342,441 $ 1,764,488 $ (7,180) $ 1,757,308 $ 1,635,357
Average Interest Rate 3.59 % 5.02 % 3.39 % 4.00 % 3.66 % 3.98 % 4.34 %
Variable Rate $ 84,000 $ — $ — $ 63,000 $ — $ — $ 147,000 $ (331) $ 146,669 $ 146,669


December 31, 2023
Debt, including current portion ($ in thousands)	2024			2025			2026			2027			2028			Thereafter			Sub-total		Other (a)		Total			Fair Value

Fixed Rate & Hedged Debt	$	314,076		$	9,487		$	546,138		$	313,478		$	348,392		$	337,412		$	1,868,983	$	(15,086)	$	1,853,897		$	1,791,121
Average Interest Rate	3.43		%	3.67		%	4.44		%	3.66		%	6.01		%	3.98		%					4.34		%

(a) Adjustment for unamortized debt discount/premium, net, unamortized deferred financing costs, net, and unamortized mark-to-market, net, as of December 31, ~~2022.~~2023.

While the Company has not experienced any significant credit losses, in ~~the event of~~ a significant rising interest rate environment and/or economic downturn, tenant vacancies or defaults could increase and result in losses to the Company which could adversely affect its operating results and liquidity, including its ability to pay its debt obligations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company and the Report of PricewaterhouseCoopers LLP, together with the notes to the Consolidated Financial Statements of the Company, as set forth in the index in Item 15: Exhibits and Financial Statements, are filed under this Item 8: Financial Statements and Supplementary Data and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A. CONTROLS AND PROCEDURES

Veris Residential, Inc.

Disclosure Controls and Procedures. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has evaluated the effectiveness of the General Partner’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the General Partner’s chief executive officer and chief financial officer have concluded that, as of the end of such period, the General Partner’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the General Partner in the reports that it files or submits under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting. Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the General Partner’s chief executive officer and chief financial officer, or persons performing similar functions, and effected by the General Partner’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has established and maintained policies and procedures designed to maintain the adequacy of the General Partner’s internal control over financial reporting, and includes those policies and procedures that:

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the General Partner;

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(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the General Partner are being made only in accordance with authorizations of management and directors of the General Partner; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the General Partner’s assets that could have a material effect on the financial statements.

The General Partner’s management has evaluated the effectiveness of the General Partner’s internal control over financial reporting as of December 31, ~~2022~~2023 based on the criteria established in a report entitled Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on our assessment and those criteria, the General Partner’s management has concluded that the General Partner’s internal control over financial reporting was effective as of December 31, ~~2022.~~2023.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

The effectiveness of the General Partner’s internal control over financial reporting as of December 31, ~~2022~~2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes In Internal Control Over Financial Reporting. There have not been any changes in the General Partner’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting.

Veris Residential, L.P.

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procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Operating Partnership in the reports that it files or submits under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting. Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the General Partner’s chief executive officer and chief financial officer, or persons performing similar functions, and effected by the General Partner’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The General Partner’s management, with the participation of the General Partner’s chief executive officer and chief financial officer, has established and maintained policies and procedures designed to maintain the adequacy of the Operating Partnership’s internal control over financial reporting, and includes those policies and procedures that:

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the General Partner; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership’s assets that could have a material effect on the financial statements.

The General Partner’s management has evaluated the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, ~~2022~~2023 based on the criteria established in a report entitled Internal Control—

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Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on our assessment and those criteria, the General Partner’s management has concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, ~~2022.~~2023.

The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, ~~2022~~2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes In Internal Control Over Financial Reporting. There have not been any changes in the Operating Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

(a) Not Applicable.

(b) Not Applicable.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June ~~14, 2023,~~12, 2024, and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June ~~14, 2023,~~12, 2024, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June ~~14, 2023,~~12, 2024, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June ~~14, 2023,~~12, 2024, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 will be set forth in the General Partner’s definitive proxy statement for its annual meeting of shareholders expected to be held on June ~~14, 2023,~~12, 2024, and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1.All Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID 238)

Consolidated Balance Sheets as of December 31, ~~2022~~2023 and ~~2021~~2022

Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, ~~2021,~~ and ~~2020.~~2021

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021

Notes to Consolidated Financial Statements

(a) 2.Financial Statement Schedules

(i)Veris Residential, Inc. and Veris Residential, L.P.:

Schedule III – Real Estate Investments and Accumulated Depreciation as of December 31, ~~2022~~2023 with reconciliations for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020.~~2021.

All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

(a) 3.Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

ITEM 16. FORM 10-K SUMMARY

Not Applicable

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Veris Residential, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Veris Residential, Inc. and its subsidiaries (the “Company”) as of December 31, ~~2022~~2023 and ~~2021,~~2022, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, ~~2022,~~2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, ~~2022,~~2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021,~~2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2022~~2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2022,~~2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control ~~Over~~over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matters

The critical audit ~~matters~~matter communicated below ~~are matters~~is a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that (i) ~~relate~~relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they relate.~~it relates.

~~Impairment~~ Assessment of Indicators of Impairment for Rental Property Held for Use, Net

As described in Note 2 to the consolidated financial statements, the Company’s ~~net investment in~~ rental property held for use, net was ~~$3.6~~$2.9 billion as of December 31, ~~2022.~~2023. On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s rental properties held for use may be impaired.

The principal considerations for our determination that performing procedures relating to the assessment of indicators of impairment for rental property held for use, net is a critical audit matter are (i) the significant judgment by management in assessing whether there are any indicators that the value of the Company’s rental properties held for use may be ~~impaired. A property’s value is~~ impaired ~~only if management’s estimate of the aggregate future cash flows (undiscounted~~ and ~~without interest charges) to be generated by the property over its estimated holding period is less than the carrying value of the property. If there are different possible scenarios for~~(ii) a property, the Company will take a probability weighted approach to estimating future cash flow scenarios. To the extent impairment has occurred, the impairment loss is measured as the excess of the carrying value of the property over the fair value of the property. Management’s estimates of aggregate future cash flows expected to be generated and estimated fair values for each property are based on a number of assumptions, including but not limited to estimated holding periods, outcome probabilities, market capitalization rates and discount rates, if applicable.

~~The~~ ~~principal considerations for our determination that performing procedures relating to the impairment assessment of rental property held for use is a critical audit matter are (i) the~~ high degree of auditor judgment, subjectivity, and ~~subjectivity involved~~effort in performing procedures ~~relating~~and evaluating audit evidence related to management’s ~~estimates of the aggregate future cash flows and fair value used in the impairment~~ assessment of ~~rental property held for use, due to the significant judgment by management when developing these estimates; (ii) the significant audit effort in evaluating the significant assumptions~~indicators of impairment related to ~~estimated~~property operating performance, changes in anticipated holding ~~periods, outcome probabilities,~~period, and general market capitalization rates and discount rates used in estimating the aggregate future cash flows and fair value used in the impairment assessment of rental property held for use ; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s ~~estimates of the aggregate future cash flows and fair value used in the impairment~~ assessment of indicators of impairment for rental ~~property~~properties held for ~~use, including controls over the reasonableness of the significant assumptions used in the estimates.~~ use.These procedures also included, among others (i) testing management’s process ~~by (i) evaluating~~for assessing whether there are any indicators that the ~~appropriateness~~value of the ~~methods used to estimate the aggregate future cash flows and fair value;~~Company’s rental properties held for use may be impaired; (ii) testing the completeness and accuracy of the underlying data ~~provided by management;~~used in management’s assessment of indicators of impairment; and (iii) evaluating the reasonableness of ~~significant assumptions~~management’s assessment of indicators of impairment related to ~~estimated~~property operating performance, changes in anticipated holding ~~periods, outcome probabilities,~~period, and general market ~~capitalization rates and discount rates used in estimating the aggregate future cash flows and fair value used in the impairment assessment of rental~~conditions. Evaluating property ~~held for use. Evaluating the reasonableness of these significant assumptions~~operating performance involved considering ~~the~~current and past performance of the ~~assets,~~properties. Evaluating the anticipated holding period involved considering management’s intent with respect to holding or disposing of the properties. Evaluating the general market ~~data for similar investments,~~conditions involved considering changes in market conditions and ~~whether this evidence was consistent with~~ evidence obtained in other areas of the audit. For a sample of rental properties, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of estimates of aggregate future cash flows, market capitalization rates and discount rates used in the impairment assessment of rental property held for use.

~~EstimatedFuture Redemption Value of Redeemable Non-controlling Interest – Valuation of the Veris Residential Trust Real Estate Portfolio~~

As described in Note 14 to the consolidated financial statements, the Company’s redeemable non-controlling interest balance in Veris Residential Trust (“VRT”), a consolidated subsidiary, was $475 million and the estimated future redemption value of Rockpoint’s Preferred Units was approximately ~~$475.2~~ million as of December 31, 2022. Management determines the redemption value of these interests by hypothetically liquidating VRT at net asset value which represents the fair value of the VRT real estate portfolio less the principal of the debt through the applicable waterfall provisions of the investment agreement. Management estimates net asset value based on unobservable inputs after considering the assumptions that market participants would make in valuing the real estate assets of VRT which is the basis for pricing the future redemption value of the Rockpoint interests. Management estimates the net asset value of VRT by (i) applying a discount rate to the estimated future cash flows for properties under development during the period under construction and then applying a direct capitalization method to the estimated stabilized cash flows, (ii) using the direct capitalization method by applying a capitalization rate to the projected net operating income for operating properties, and

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(iii) estimating per-unit market value rate assumptions for developable land holdings based on development rights or plans available for the land. Estimated future cash flows used in such analyses are based on management’s business plan for each respective property including capital expenditures, management’s views of market and economic conditions, and considers items such as current and future rental rates, occupancies and market transactions for comparable properties.

The principal considerations for our determination that performing procedures relating to the estimated future redemption value of redeemable non-controlling interest - valuation of the VRT real estate portfolio is a critical audit matter are (i) the high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence relating to the valuation of the VRT real estate portfolio due to the significant judgment by management when developing these estimates; (ii) the significant audit effort in evaluating the significant assumptions related to capitalization rates for operating properties and properties under development and per-unit market value rate assumptions for developable land holdings; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 21, ~~2023~~2024

We have served as the Company’s auditor since 1994.

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Report of Independent Registered Public Accounting Firm

To the Partners of Veris Residential, L.P.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Veris Residential, L.P. and its subsidiaries (the “Company”) as of December 31, ~~2022~~2023 and ~~2021,~~2022, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, ~~2022,~~2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, ~~2022,~~2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Basis for Opinions

Definition and Limitations of Internal Control over Financial Reporting

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

~~Impairment~~ Assessment of Indicators of Impairment for Rental Property Held for Use, Net

~~EstimatedFuture Redemption Value of Redeemable Non-controlling Interest – Valuation of the Veris Residential Trust Real Estate Portfolio~~

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applying a discount rate to the estimated future cash flows for properties under development during the period under construction and then applying a direct capitalization method to the estimated stabilized cash flows, (ii) using the direct capitalization method by applying a capitalization rate to the projected net operating income for operating properties, and (iii) estimating per-unit market value rate assumptions for developable land holdings based on development rights or plans available for the land. Estimated future cash flows used in such analyses are based on management’s business plan for each respective property including capital expenditures, management’s views of market and economic conditions, and considers items such as current and future rental rates, occupancies and market transactions for comparable properties.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 21, ~~2023~~2024

We have served as the Company’s auditor since 1998.

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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts)


ASSETS	ASSETS	December 31, 2022		December 31, 2021		ASSETS	December 31, 2023	December 31, 2022
Rental property	Rental property
Land and leasehold interests	Land and leasehold interests	$	492,204	$	494,935
Land and leasehold interests
Land and leasehold interests
Buildings and improvements	Buildings and improvements	3,332,315		3,375,266
Tenant improvements	Tenant improvements	122,509		106,654
Furniture, fixtures and equipment	Furniture, fixtures and equipment	99,094		100,011
		4,046,122		4,076,866
	3,391,488
Less – accumulated depreciation and amortization	Less – accumulated depreciation and amortization	(631,910)		(583,416)
		3,414,212		3,493,450
	2,947,707
Real estate held for sale, net	Real estate held for sale, net	193,933		618,646
Net investment in rental property	Net investment in rental property	3,608,145		4,112,096
Cash and cash equivalents	Cash and cash equivalents	26,782		31,754
Restricted cash	Restricted cash	20,867		19,701
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures	126,158		137,772
Unbilled rents receivable, net	Unbilled rents receivable, net	39,734		72,285
Deferred charges and other assets, net	Deferred charges and other assets, net	96,162		151,347
Accounts receivable	Accounts receivable	2,920		2,363

Total assets	Total assets	$	3,920,768	$	4,527,318
Total assets
Total assets

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
Revolving credit facility and term loans		$	—	$	148,000
LIABILITIES AND EQUITY
LIABILITIES AND EQUITY

Mortgages, loans payable and other obligations, net

Mortgages, loans payable and other obligations, net

Mortgages, loans payable and other obligations, net	Mortgages, loans payable and other obligations, net	1,903,977		2,241,070
Dividends and distributions payable	Dividends and distributions payable	110		384
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	72,041		134,977
Rents received in advance and security deposits	Rents received in advance and security deposits	22,941		26,396
Accrued interest payable	Accrued interest payable	7,131		5,760
Total liabilities	Total liabilities	2,006,200		2,556,587

Commitments and contingencies	Commitments and contingencies
Commitments and contingencies
Commitments and contingencies
Redeemable noncontrolling interests	Redeemable noncontrolling interests	515,231		521,313

Equity:	Equity:
Equity:
Equity:
Veris Residential, Inc. stockholders’ equity:
Veris Residential, Inc. stockholders’ equity:
Veris Residential, Inc. stockholders’ equity:	Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized,	Common stock, $0.01 par value, 190,000,000 shares authorized,
91,141,649 and 90,948,008 shares outstanding		911		909
Common stock, $0.01 par value, 190,000,000 shares authorized,
Common stock, $0.01 par value, 190,000,000 shares authorized,
92,229,424 and 91,141,649 shares outstanding
92,229,424 and 91,141,649 shares outstanding
92,229,424 and 91,141,649 shares outstanding
Additional paid-in capital	Additional paid-in capital	2,532,182		2,530,383
Dividends in excess of net earnings	Dividends in excess of net earnings	(1,301,385)		(1,249,319)
Accumulated other comprehensive income (loss)		3,977		9
Accumulated other comprehensive income
Total Veris Residential, Inc. stockholders’ equity	Total Veris Residential, Inc. stockholders’ equity	1,235,685		1,281,982

Noncontrolling interests in subsidiaries:	Noncontrolling interests in subsidiaries:
Noncontrolling interests in subsidiaries:
Noncontrolling interests in subsidiaries:
Operating Partnership
Operating Partnership
Operating Partnership	Operating Partnership	126,109		127,053
Consolidated joint ventures	Consolidated joint ventures	37,543		40,383
Total noncontrolling interests in subsidiaries	Total noncontrolling interests in subsidiaries	163,652		167,436

Total equity	Total equity	1,399,337		1,449,418
Total equity
Total equity

Total liabilities and equity	Total liabilities and equity	$	3,920,768	$	4,527,318
Total liabilities and equity
Total liabilities and equity

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)


		Year Ended December 31,
	Year Ended December 31,											Year Ended December 31,
REVENUES	REVENUES	2022		2021		2020		REVENUES	2023	2022	2021
Revenue from leases	Revenue from leases	$	284,062	$	276,864	$	266,884
Real estate services	Real estate services	3,581		9,596		11,390
Parking income	Parking income	18,557		15,003		15,604
Hotel income		15,505		10,618		4,287

Other income
Other income
Other income	Other income	33,313		11,309		9,311
Total revenues	Total revenues	355,018		323,390		307,476

EXPENSES	EXPENSES
EXPENSES
EXPENSES
Real estate taxes
Real estate taxes
Real estate taxes	Real estate taxes	58,585		47,106		44,977
Utilities	Utilities	14,344		14,802		13,717
Operating services	Operating services	77,855		71,246		67,592
Real estate services expenses	Real estate services expenses	10,549		12,857		13,555
General and administrative	General and administrative	56,169		57,190		71,058
Transaction-related costs	Transaction-related costs	3,467		12,221		2,583
Depreciation and amortization	Depreciation and amortization	111,518		110,038		120,455
Property impairments	Property impairments	94,811		13,467		36,582
Land and other impairments, net	Land and other impairments, net	9,368		23,719		16,817
Total expenses	Total expenses	436,666		362,646		387,336

OTHER (EXPENSE) INCOME	OTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
Interest expense	Interest expense	(78,040)		(65,192)		(80,991)
Interest expense
Interest expense
Interest cost of mandatorily redeemable noncontrolling interests
Interest and other investment income (loss)	Interest and other investment income (loss)	729		524		43
Equity in earnings (loss) of unconsolidated joint ventures	Equity in earnings (loss) of unconsolidated joint ventures	1,200		(4,251)		(3,832)

Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	66,115		3,022		2,657
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net
Gain on disposition of developable land	Gain on disposition of developable land	57,262		2,115		5,787
Gain (loss) on sale of unconsolidated joint venture interests		7,677		(1,886)		35,184
Gain (loss) from extinguishment of debt, net		(7,432)		(47,078)		(272)
Total other income (expense)		47,511		(112,746)		(41,424)
Income (loss) from continuing operations		(34,137)		(152,002)		(121,284)
Loss on sale of unconsolidated joint venture interests
Loss from extinguishment of debt, net
Other income, net
Total other income (expense), net

Loss from continuing operations before income tax expense
Loss from continuing operations before income tax expense
Loss from continuing operations before income tax expense
Provision for income taxes
Loss from continuing operations after income tax expense

Discontinued operations:	Discontinued operations:
Income from discontinued operations		3,692		16,911		73,660
Discontinued operations:
Discontinued operations:
Income (Loss) from discontinued operations
Income (Loss) from discontinued operations
Income (Loss) from discontinued operations
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	(4,440)		25,552		14,026
Total discontinued operations, net	Total discontinued operations, net	(748)		42,463		87,686
Net income (loss)		(34,885)		(109,539)		(33,598)

Net loss
Net loss
Net loss
Noncontrolling interests in consolidated joint ventures	Noncontrolling interests in consolidated joint ventures	3,079		4,595		2,695
Noncontrolling interests in Operating Partnership of income from continuing operations	Noncontrolling interests in Operating Partnership of income from continuing operations	5,202		15,739		13,831
Noncontrolling interests in Operating Partnership in discontinued operations	Noncontrolling interests in Operating Partnership in discontinued operations	72		(3,860)		(8,432)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	(25,534)		(25,977)		(25,883)
Net income (loss) available to common shareholders		$	(52,066)	$	(119,042)	$	(51,387)
Net loss available to common shareholders

Basic earnings per common share:	Basic earnings per common share:
Income (loss) from continuing operations		$	(0.62)	$	(1.82)	$	(1.57)
Basic earnings per common share:
Basic earnings per common share:
Loss from continuing operations
Loss from continuing operations
Loss from continuing operations
Discontinued operations	Discontinued operations	(0.01)		0.43		0.87
Net income (loss) available to common shareholders		$	(0.63)	$	(1.39)	$	(0.70)
Net loss available to common shareholders

Diluted earnings per common share:	Diluted earnings per common share:
Income (loss) from continuing operations		$	(0.62)	$	(1.82)	$	(1.57)
Diluted earnings per common share:
Diluted earnings per common share:
Loss from continuing operations
Loss from continuing operations
Loss from continuing operations
Discontinued operations	Discontinued operations	(0.01)		0.43		0.87
Net income (loss) available to common shareholders		$	(0.63)	$	(1.39)	$	(0.70)
Net loss available to common shareholders

Basic weighted average shares outstanding
Basic weighted average shares outstanding
Basic weighted average shares outstanding	Basic weighted average shares outstanding	91,046		90,839		90,648

Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	100,265		99,893		100,260
Diluted weighted average shares outstanding
Diluted weighted average shares outstanding

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)

Year Ended December 31,
2022 2021 2020
Net income (loss) $ (34,885) $ (109,539) $ (33,598)
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments for interest rate swaps 4,366 10 (16)
Comprehensive income (loss) $ (30,519) $ (109,529) $ (33,614)
Comprehensive income (loss) attributable to noncontrolling interests in consolidated joint ventures 3,079 4,595 2,695
Comprehensive income (loss) attributable to redeemable noncontrolling interests (25,534) (25,977) (25,883)
Comprehensive income (loss) attributable to noncontrolling interests in Operating Partnership 4,876 11,878 5,433
Comprehensive income (loss) attributable to common shareholders $ (48,098) $ (119,033) $ (51,369)


	Year Ended December 31,
	2023		2022		2021

Net loss	$	(112,361)	$	(34,885)	$	(109,539)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments for interest rate caps	(2,375)		4,366		10
Comprehensive loss	$	(114,736)	$	(30,519)	$	(109,529)
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures	2,319		3,079		4,595
Comprehensive income attributable to redeemable noncontrolling interests	(7,618)		(25,534)		(25,977)
Comprehensive loss attributable to noncontrolling interests in Operating Partnership	10,601		4,876		11,878
Comprehensive loss attributable to common shareholders	$	(109,434)	$	(48,098)	$	(119,033)

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

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VERIS RESIDENTIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in thousands)


	Common Stock															Common Stock	Additional Paid-In Capital	Dividends in Excess of Net Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests in Subsidiaries	Total Equity
	Shares														Shares	Par Value
Balance at January 1, 2021
Net (loss) income
		Common Stock			Additional Paid-In Capital		Dividends in Excess of Net Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Total Equity
		Shares	Par Value
Balance at January 1, 2020		90,595	$	906	$	2,535,440	$	(1,042,629)	$	(18)	$	205,776	$	1,699,475
Net income (loss)		—	—		—		(51,387)		—		17,789		(33,598)
Common stock dividends		—	—		—		(36,261)		—		—		(36,261)
Common unit distributions	Common unit distributions	—	—		—		—		—		(3,509)		(3,509)
Redeemable noncontrolling interests		—	—		(11,814)		—		—		(27,137)		(38,951)
Change in noncontrolling interests in consolidated joint ventures		—	—		—		—		—		171		171

Redemption of common units		—	—		—		—		—		(2,693)		(2,693)
Shares issued under Dividend Reinvestment and Stock Purchase Plan		3	—		37		—		—		—		37
Directors' deferred compensation plan		61	1		290		—		—		—		291
Stock compensation		53	—		1,614		—		—		6,021		7,635
Cancellation of unvested LTIP units		—	—		—		—		—		(201)		(201)
Other comprehensive income		—	—		—		—		18		(34)		(16)
Rebalancing of ownership percentage between parent and subsidiaries		—	—		2,620		—		—		(2,620)		—
Balance at December 31, 2020		90,712	$	907	$	2,528,187	$	(1,130,277)	$	—	$	193,563	$	1,592,380
Net income (loss)		—	—		—		(119,042)		—		9,503		(109,539)

Common unit distributions
Common unit distributions	Common unit distributions	—	—		—		—		—		645		645
Redeemable noncontrolling interests	Redeemable noncontrolling interests	—	—		(7,290)		—		—		(26,703)		(33,993)
Change in noncontrolling interests in consolidated joint ventures	Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		206		206
Redemption of common units for common stock	Redemption of common units for common stock	175	2		2,714		—		—		(2,716)		—
Redemption of common units	Redemption of common units	—	—		—		—		—		(11,357)		(11,357)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	Shares issued under Dividend Reinvestment and Stock Purchase Plan	3	—		28		—		—		—		28
Directors' deferred compensation plan	Directors' deferred compensation plan	—	—		314		—		—		—		314
Stock compensation	Stock compensation	58	—		5,139		—		—		5,708		10,847
Cancellation of restricted shares	Cancellation of restricted shares	—	—		(123)		—		—		—		(123)
Other comprehensive income (loss)		—	—		—		—		9		1		10
Other comprehensive income
Rebalancing of ownership percentage between parent and subsidiaries	Rebalancing of ownership percentage between parent and subsidiaries	—	—		1,414		—		—		(1,414)		—
Balance at December 31, 2021	Balance at December 31, 2021	90,948	$	909	$	2,530,383	$	(1,249,319)	$	9	$	167,436	$	1,449,418
Net income (loss)		—	—		—		(52,066)		—		17,181		(34,885)
Net (loss) income

Common unit distributions
Common unit distributions
Common unit distributions	Common unit distributions	—	—		—		—		—		218		218
Redeemable noncontrolling interests	Redeemable noncontrolling interests	—	—		(5,475)		—		—		(26,082)		(31,557)
Change in noncontrolling interests in consolidated joint ventures	Change in noncontrolling interests in consolidated joint ventures	—	—		—		—		—		239		239
Redemption of common units for common stock	Redemption of common units for common stock	12	—		161		—		—		(161)		—
Redemption of common units	Redemption of common units	—	—		—		—		—		(1,826)		(1,826)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	Shares issued under Dividend Reinvestment and Stock Purchase Plan	2	—		23		—		—		—		23
Directors' deferred compensation plan	Directors' deferred compensation plan	—	—		440		—		—		—		440
Stock compensation	Stock compensation	231	2		9,926		—		—		3,839		13,767
Cancellation of restricted shares	Cancellation of restricted shares	(51)	—		(866)		—		—		—		(866)
Other comprehensive income (loss)		—	—		—		—		3,968		398		4,366
Other comprehensive income
Rebalancing of ownership percentage between parent and subsidiaries	Rebalancing of ownership percentage between parent and subsidiaries	—	—		(2,410)		—		—		2,410		—
Balance at December 31, 2022	Balance at December 31, 2022	91,142	$	911	$	2,532,182	$	(1,301,385)	$	3,977	$	163,652	$	1,399,337
Net loss
Shares issued under ATM Program, net
Common stock dividends
Common unit distributions
Redeemable noncontrolling interests
Change in noncontrolling interests in consolidated joint ventures
Redemption of common units for common stock
Redemption of common units
Shares issued under Dividend Reinvestment and Stock Purchase Plan
Directors' deferred compensation plan
Stock compensation
Cancellation of restricted shares
Other comprehensive loss
Rebalancing of ownership percentage between parent and subsidiaries
Balance at December 31, 2023

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)


		December 31,							December 31,
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES	2022		2021		2020		CASH FLOWS FROM OPERATING ACTIVITIES	2023	2022	2021
Net income (loss)		$	(34,885)	$	(109,539)	$	(33,598)
Net (income) loss from discontinued operations		748		(42,463)		(87,686)
Net income (loss) from continuing operations		(34,137)		(152,002)		(121,284)
Net loss
Net income from discontinued operations
Net loss from continuing operations
Adjustments to reconcile net income (loss) to net cash provided by	Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:	Operating activities:
Operating activities:
Operating activities:
Depreciation and amortization, including related intangible assets
Depreciation and amortization, including related intangible assets
Depreciation and amortization, including related intangible assets	Depreciation and amortization, including related intangible assets	111,392		107,201		117,745
Amortization of directors deferred compensation stock units	Amortization of directors deferred compensation stock units	440		314		291
Amortization of stock compensation	Amortization of stock compensation	13,767		10,847		7,635
Amortization of deferred financing costs	Amortization of deferred financing costs	4,821		4,568		4,625
Amortization of debt discount and mark-to-market	Amortization of debt discount and mark-to-market	—		232		(1,083)
Equity in (earnings) loss of unconsolidated joint ventures	Equity in (earnings) loss of unconsolidated joint ventures	(1,200)		4,251		3,832
Distributions of cumulative earnings from unconsolidated joint ventures	Distributions of cumulative earnings from unconsolidated joint ventures	13		759		5,300

Write-off transaction-related costs	Write-off transaction-related costs	—		7,922		—
Write-off transaction-related costs
Write-off transaction-related costs
Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	(66,115)		(3,022)		(2,657)
Gain on disposition of developable land	Gain on disposition of developable land	(57,262)		(2,115)		(5,787)
Property impairments	Property impairments	94,811		13,467		36,582
Land and other impairments, net	Land and other impairments, net	9,368		23,719		16,817
(Gain) Loss from sale of investment in unconsolidated joint venture		(7,677)		1,886		(35,184)
Loss from sale of investment in unconsolidated joint venture
Loss from extinguishment of debt	Loss from extinguishment of debt	7,432		47,078		272
Gain on insurance proceeds
Interest cost of mandatorily redeemable noncontrolling interests
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:
Decrease (Increase) in unbilled rents receivable, net	Decrease (Increase) in unbilled rents receivable, net	1,578		(7,251)		(1,311)
Increase in deferred charges, goodwill and other assets		(12,565)		(4,954)		(750)
(Increase) Decrease in accounts receivable, net		(505)		5,544		(5,117)
Increase (Decrease) in accounts payable, accrued expenses and other liabilities		328		(11,445)		(9,550)
(Decrease) Increase in rents received in advance and security deposits		(3,173)		55		(2,446)
Increase (Decrease) in accrued interest payable		1,371		258		(184)
Net cash flows provided by operating activities - continuing operations		62,687		47,312		7,746
Net cash flows provided by operating activities - discontinued operations		3,767		8,803		77,676
Decrease (Increase) in unbilled rents receivable, net
Decrease (Increase) in unbilled rents receivable, net
Decrease (Increase) in deferred charges and other assets
Decrease (Increase) in accounts receivable, net
(Decrease) Increase in accounts payable, accrued expenses and other liabilities
Increase in rents received in advance and security deposits
Increase in accrued interest payable
Net cash flows provided by (used in) operating activities - continuing operations
Net cash flows (used in) provided by operating activities - discontinued operations

Net cash provided by operating activities
Net cash provided by operating activities
Net cash provided by operating activities	Net cash provided by operating activities	$	66,454	$	56,115	$	85,422

CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles
Rental property acquisitions and related intangibles
Rental property acquisitions and related intangibles	Rental property acquisitions and related intangibles	$	(130,500)	$	—	$	(16,811)
Rental property additions and improvements	Rental property additions and improvements	(51,480)		(65,101)		(138,700)
Development of rental property, other related costs and deposits	Development of rental property, other related costs and deposits	(73,189)		(211,617)		(295,892)
Proceeds from the sales of rental property and developable land	Proceeds from the sales of rental property and developable land	451,860		52,391		64,947
Proceeds from the sale of investments in unconsolidated joint ventures	Proceeds from the sale of investments in unconsolidated joint ventures	7,677		3,865		64,773
Repayment of notes receivable	Repayment of notes receivable	2,926		7,257		458
Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures	(162)		(1,280)		(2,959)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	Distributions in excess of cumulative earnings from unconsolidated joint ventures	13,132		15,703		13,826
Proceeds from insurance settlements
Other investing activities
Net cash provided by (used in) investing activities - continuing operations	Net cash provided by (used in) investing activities - continuing operations	220,264		(198,782)		(310,358)
Net cash (used in) provided by investing activities - discontinued operations		(176)		645,011		338,823
Net cash provided by investing activities - discontinued operations

Net cash provided by investing activities
Net cash provided by investing activities
Net cash provided by investing activities	Net cash provided by investing activities	$	220,088	$	446,229	$	28,465

CASH FLOW FROM FINANCING ACTIVITIES	CASH FLOW FROM FINANCING ACTIVITIES
CASH FLOW FROM FINANCING ACTIVITIES
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility
Borrowings from revolving credit facility
Borrowings from revolving credit facility	Borrowings from revolving credit facility	$	102,000	$	196,000	$	212,000
Repayment of revolving credit facility	Repayment of revolving credit facility	(250,000)		(73,000)		(516,000)
Borrowings from term loans	Borrowings from term loans	—		150,000		—
Repayment of term loans	Repayment of term loans	—		(150,000)		—
Repayment of senior unsecured notes	Repayment of senior unsecured notes	—		(573,727)		—
Proceeds from mortgages and loans payable	Proceeds from mortgages and loans payable	154,720		226,422		381,577
Repayment of mortgages, loans payable and other obligations	Repayment of mortgages, loans payable and other obligations	(245,522)		(192,995)		(86,561)

(Redemption) issuance of redeemable noncontrolling interests, net		(12,000)		—		(3,153)
Redemption of redeemable noncontrolling interests, net
Redemption of redeemable noncontrolling interests, net
Redemption of redeemable noncontrolling interests, net
Payment of early debt extinguishment costs	Payment of early debt extinguishment costs	(5,140)		(49,874)		—
Common unit redemptions	Common unit redemptions	(2,692)		(898)		(2,693)
Payment of financing costs	Payment of financing costs	(6,037)		(8,874)		(1,677)
(Contributions) distributions to noncontrolling interests		24		207		171
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Distributions to redeemable noncontrolling interests	Distributions to redeemable noncontrolling interests	(25,640)		(25,977)		(25,883)
Payment of common dividends and distributions	Payment of common dividends and distributions	(61)		(475)		(60,532)
Share issuance proceeds (costs), net
Other financing activities

Net cash used in financing activities	Net cash used in financing activities	$	(290,348)	$	(503,191)	$	(102,751)
Net cash used in financing activities
Net cash used in financing activities

Net (decrease) increase in cash and cash equivalents		$	(3,806)	$	(847)	$	11,136
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash, cash equivalents and restricted cash, beginning of period (1)	Cash, cash equivalents and restricted cash, beginning of period (1)	51,455		52,302		41,166

Cash, cash equivalents and restricted cash, end of period (2)	Cash, cash equivalents and restricted cash, end of period (2)	$	47,649	$	51,455	$	52,302
Cash, cash equivalents and restricted cash, end of period (2)
Cash, cash equivalents and restricted cash, end of period (2)

(1)~~Includes Restricted Cash of $19,701, $14,207 and $15,577 as of December 31, 2021, 2020 and 2019, respectively.~~

~~(2)~~Includes Restricted Cash of $20,867, $19,701 and $14,207 as of December 31, 2022, 2021 and 2020, respectively.

(2)Includes Restricted Cash of $26,572, $20,867 and $19,701 as of December 31, 2023, 2022 and 2021, 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)


ASSETS	ASSETS	December 31, 2022		December 31, 2021		ASSETS	December 31, 2023	December 31, 2022
Rental property	Rental property
Land and leasehold interests	Land and leasehold interests	$	492,204	$	494,935
Land and leasehold interests
Land and leasehold interests
Buildings and improvements	Buildings and improvements	3,332,315		3,375,266
Tenant improvements	Tenant improvements	122,509		106,654
Furniture, fixtures and equipment	Furniture, fixtures and equipment	99,094		100,011
		4,046,122		4,076,866
	3,391,488
Less – accumulated depreciation and amortization	Less – accumulated depreciation and amortization	(631,910)		(583,416)
		3,414,212		3,493,450
	2,947,707
Real estate held for sale, net	Real estate held for sale, net	193,933		618,646
Net investment in rental property	Net investment in rental property	3,608,145		4,112,096
Cash and cash equivalents	Cash and cash equivalents	26,782		31,754
Restricted cash	Restricted cash	20,867		19,701
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures	126,158		137,772
Unbilled rents receivable, net	Unbilled rents receivable, net	39,734		72,285
Deferred charges and other assets, net	Deferred charges and other assets, net	96,162		151,347
Accounts receivable	Accounts receivable	2,920		2,363

Total assets	Total assets	$	3,920,768	$	4,527,318
Total assets
Total assets

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
Revolving credit facility and term loans		$	—	$	148,000
LIABILITIES AND EQUITY
LIABILITIES AND EQUITY

Mortgages, loans payable and other obligations, net	Mortgages, loans payable and other obligations, net	1,903,977		2,241,070
Distributions payable		110		384

Mortgages, loans payable and other obligations, net

Mortgages, loans payable and other obligations, net
Dividends payable
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	72,041		134,977
Rents received in advance and security deposits	Rents received in advance and security deposits	22,941		26,396
Accrued interest payable	Accrued interest payable	7,131		5,760
Total liabilities	Total liabilities	2,006,200		2,556,587

Commitments and contingencies	Commitments and contingencies
Commitments and contingencies
Commitments and contingencies
Redeemable noncontrolling interests	Redeemable noncontrolling interests	515,231		521,313

Partners’ Capital:	Partners’ Capital:
General Partner, 91,141,649 and 90,948,008 common units outstanding		1,163,935		1,211,790
Limited partners, 9,301,521 and 9,013,534 common units/LTIPs outstanding		193,882		197,236
Accumulated other comprehensive income (loss)		3,977		9
Partners’ Capital:
Partners’ Capital:
General Partner, 92,229,424 and 91,141,649 common units outstanding
General Partner, 92,229,424 and 91,141,649 common units outstanding
General Partner, 92,229,424 and 91,141,649 common units outstanding
Limited partners, 8,692,561 and 9,301,521 common units/LTIPs outstanding
Accumulated other comprehensive income
Total Veris Residential, L.P. partners’ capital	Total Veris Residential, L.P. partners’ capital	1,361,794		1,409,035

Noncontrolling interests in consolidated joint ventures	Noncontrolling interests in consolidated joint ventures	37,543		40,383
Noncontrolling interests in consolidated joint ventures
Noncontrolling interests in consolidated joint ventures

Total equity
Total equity
Total equity	Total equity	1,399,337		1,449,418

Total liabilities and equity	Total liabilities and equity	$	3,920,768	$	4,527,318
Total liabilities and equity
Total liabilities and equity

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)


		Year Ended December 31,							Year Ended December 31,
REVENUES	REVENUES	2022		2021		2020		REVENUES	2023	2022	2021
Revenue from leases	Revenue from leases	$	284,062	$	276,864	$	266,884
Real estate services	Real estate services	3,581		9,596		11,390
Parking income	Parking income	18,557		15,003		15,604
Hotel income		15,505		10,618		4,287

Other income
Other income
Other income	Other income	33,313		11,309		9,311
Total revenues	Total revenues	355,018		323,390		307,476

EXPENSES	EXPENSES
EXPENSES
EXPENSES
Real estate taxes
Real estate taxes
Real estate taxes	Real estate taxes	58,585		47,106		44,977
Utilities	Utilities	14,344		14,802		13,717
Operating services	Operating services	77,855		71,246		67,592
Real estate services expenses	Real estate services expenses	10,549		12,857		13,555
General and administrative	General and administrative	56,169		57,190		71,058
Transaction-related costs	Transaction-related costs	3,467		12,221		2,583
Depreciation and amortization	Depreciation and amortization	111,518		110,038		120,455
Property impairments	Property impairments	94,811		13,467		36,582
Land and other impairments, net	Land and other impairments, net	9,368		23,719		16,817
Total expenses	Total expenses	436,666		362,646		387,336

OTHER (EXPENSE) INCOME	OTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
Interest expense	Interest expense	(78,040)		(65,192)		(80,991)
Interest expense
Interest expense
Interest cost of mandatorily redeemable noncontrolling interests
Interest and other investment income (loss)	Interest and other investment income (loss)	729		524		43
Equity in earnings (loss) of unconsolidated joint ventures	Equity in earnings (loss) of unconsolidated joint ventures	1,200		(4,251)		(3,832)

Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	66,115		3,022		2,657
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net
Gain on disposition of developable land	Gain on disposition of developable land	57,262		2,115		5,787
Gain (loss) on sale of unconsolidated joint venture interests		7,677		(1,886)		35,184
Gain (loss) from extinguishment of debt, net		(7,432)		(47,078)		(272)
Total other income (expense)		47,511		(112,746)		(41,424)
Income (loss) from continuing operations		(34,137)		(152,002)		(121,284)
Loss on sale of unconsolidated joint venture interests
Loss from extinguishment of debt, net
Other income, net
Total other income (expense), net

Loss from continuing operations before income tax expense
Loss from continuing operations before income tax expense
Loss from continuing operations before income tax expense
Provision for income taxes
Loss from continuing operations after income tax expense

Discontinued operations:	Discontinued operations:
Income from discontinued operations		3,692		16,911		73,660
Discontinued operations:
Discontinued operations:
Income (Loss) from discontinued operations
Income (Loss) from discontinued operations
Income (Loss) from discontinued operations
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	(4,440)		25,552		14,026
Total discontinued operations, net	Total discontinued operations, net	(748)		42,463		87,686
Net income (loss)		(34,885)		(109,539)		(33,598)

Net loss
Net loss
Net loss
Noncontrolling interests in consolidated joint ventures	Noncontrolling interests in consolidated joint ventures	3,079		4,595		2,695
Redeemable noncontrolling interests	Redeemable noncontrolling interests	(25,534)		(25,977)		(25,883)
Net income (loss) available to common unitholders		$	(57,340)	$	(130,921)	$	(56,786)
Net loss available to common unitholders

Basic earnings per common unit:	Basic earnings per common unit:
Income (loss) from continuing operations		$	(0.62)	$	(1.82)	$	(1.57)
Basic earnings per common unit:
Basic earnings per common unit:
Loss from continuing operations
Loss from continuing operations
Loss from continuing operations
Discontinued operations	Discontinued operations	(0.01)		0.43		0.87
Net income (loss) available to common unitholders		$	(0.63)	$	(1.39)	$	(0.70)
Net loss available to common unitholders

Diluted earnings per common unit:	Diluted earnings per common unit:
Income (loss) from continuing operations		$	(0.62)	$	(1.82)	$	(1.57)
Diluted earnings per common unit:
Diluted earnings per common unit:
Loss from continuing operations
Loss from continuing operations
Loss from continuing operations
Discontinued operations	Discontinued operations	(0.01)		0.43		0.87
Net income (loss) available to common unitholders		$	(0.63)	$	(1.39)	$	(0.70)
Net loss available to common unitholders

Basic weighted average units outstanding
Basic weighted average units outstanding
Basic weighted average units outstanding	Basic weighted average units outstanding	100,265		99,893		100,260

Diluted weighted average units outstanding	Diluted weighted average units outstanding	100,265		99,893		100,260
Diluted weighted average units outstanding
Diluted weighted average units outstanding

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 COMPREHENSIVE INCOME (LOSS) (in thousands)

Year Ended December 31,
2022 2021 2020
Net income (loss) $ (34,885) $ (109,539) $ (33,598)
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments for interest rate swaps 4,366 10 (16)
Comprehensive income (loss) $ (30,519) $ (109,529) $ (33,614)
Comprehensive income (loss) attributable to noncontrolling interests in consolidated joint ventures 3,079 4,595 2,695
Comprehensive income (loss) attributable to redeemable noncontrolling interests (25,534) (25,977) (25,883)
Comprehensive loss attributable to common unitholders $ (52,974) $ (130,911) $ (56,802)


	Year Ended December 31,
	2023		2022		2021

Net loss	$	(112,361)	$	(34,885)	$	(109,539)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments for interest rate caps	(2,375)		4,366		10
Comprehensive loss	$	(114,736)	$	(30,519)	$	(109,529)
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures	2,319		3,079		4,595
Comprehensive income attributable to redeemable noncontrolling interests	(7,618)		(25,534)		(25,977)
Comprehensive loss attributable to common unitholders	$	(120,035)	$	(52,974)	$	(130,911)

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

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VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in thousands)


		General Partner Common Units	Limited Partner Common Units/ Vested LTIP Units	General Partner Common Unitholders		Limited Partner Common Unitholders		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest in Consolidated Joint Ventures		Total Equity		General Partner Common Units	Limited Partner Common Units/ Vested LTIP Units	General Partner Common Unitholders	Limited Partner Common Unitholders	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest in Consolidated Joint Ventures	Total Equity
Balance at January 1, 2020		90,595	9,612	$	1,427,568	$	224,629	$	(18)	$	47,296	$	1,699,475
Net income (loss)		—	—	(51,387)		(5,399)		—		23,188		(33,598)
Distributions to unitholders		—	—	(36,261)		(3,509)		—		—		(39,770)
Balance at January 1, 2021
Net (loss) income
Units Distributions
Redeemable noncontrolling interests	Redeemable noncontrolling interests	—	—	(11,814)		(1,254)		—		(25,883)		(38,951)
Change in noncontrolling interests in consolidated joint ventures	Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		171		171

Vested LTIP Units		—	175	—		—		—		—		—
Redemption of limited partner common units for shares of general partner common units

Redemption of limited partner common units for shares of general partner common units

Redemption of limited partner common units for shares of general partner common units
Vested LTIP units
Redemption of limited partners common units	Redemption of limited partners common units	—	(138)	—		(2,693)		—		—		(2,693)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	Shares issued under Dividend Reinvestment and Stock Purchase Plan	3	—	37		—		—		—		37
Directors' deferred compensation plan	Directors' deferred compensation plan	61	—	291		—		—		—		291
Other comprehensive income	Other comprehensive income	—	—	—		(34)		18		—		(16)
Stock compensation	Stock compensation	53	—	1,614		6,021		—		—		7,635
Cancellation of unvested LTIP units		—	—	—		(201)		—		—		(201)
Balance at December 31, 2020		90,712	9,649	$	1,330,048	$	217,560	$	—	$	44,772	$	1,592,380
Net income (loss)		—	—	(119,042)		(11,879)		—		21,382		(109,539)
Distributions		—	—	—		645		—		—		645
Cancellation of restricted shares
Balance at December 31, 2021
Net (loss) income
Units Distributions
Redeemable noncontrolling interests	Redeemable noncontrolling interests	—	—	(7,290)		(726)		—		(25,977)		(33,993)
Change in noncontrolling interests in consolidated joint ventures	Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		206		206
Redemption of limited partner common units for shares of general partner common units	Redemption of limited partner common units for shares of general partner common units	175	(175)	2,716		(2,716)		—		—		—
Vested LTIP units	Vested LTIP units	—	270	—		—		—		—		—
Redemption of limited partners common units	Redemption of limited partners common units	—	(731)	—		(11,357)		—		—		(11,357)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	Shares issued under Dividend Reinvestment and Stock Purchase Plan	3	—	28		—		—		—		28
Directors' deferred compensation plan	Directors' deferred compensation plan	—	—	314		—		—		—		314
Other comprehensive income (loss)		—	—	—		1		9		—		10
Other comprehensive income
Stock compensation	Stock compensation	58	—	5,139		5,708		—		—		10,847
Cancellation of restricted shares	Cancellation of restricted shares	—	—	(123)		—		—		—		(123)
Balance at December 31, 2021		90,948	9,013	$	1,211,790	$	197,236	$	9	$	40,383	$	1,449,418
Net income (loss)		—	—	(52,066)		(5,274)		—		22,455		(34,885)
Distributions		—	—	—		218		—		—		218
Balance at December 31, 2022
Net (loss) income
Shares issued under ATM Program, net
Units Distributions
Redeemable noncontrolling interests	Redeemable noncontrolling interests	—	—	(5,475)		(548)		—		(25,534)		(31,557)
Change in noncontrolling interests in consolidated joint ventures	Change in noncontrolling interests in consolidated joint ventures	—	—	—		—		—		239		239
Redemption of limited partner common units for shares of general partner common units	Redemption of limited partner common units for shares of general partner common units	12	(12)	161		(161)		—		—		—
Vested LTIP units	Vested LTIP units	—	410	—		—		—		—		—
Redemption of limited partners common units	Redemption of limited partners common units	—	(110)	—		(1,826)		—		—		(1,826)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	Shares issued under Dividend Reinvestment and Stock Purchase Plan	2	—	23		—		—		—		23
Directors' deferred compensation plan	Directors' deferred compensation plan	—	—	440		—		—		—		440
Other comprehensive income (loss)		—	—	—		398		3,968		—		4,366
Other comprehensive loss
Stock compensation	Stock compensation	231	—	9,928		3,839		—		—		13,767
Cancellation of restricted shares	Cancellation of restricted shares	(51)	—	(866)		—		—				(866)
Balance at December 31, 2022		91,142	9,301	$	1,163,935	$	193,882	$	3,977	$	37,543	$	1,399,337
Balance at December 31, 2023

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 CASH FLOWS (in thousands)


		December 31,							December 31,
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES	2022		2021		2020		CASH FLOWS FROM OPERATING ACTIVITIES	2023	2022	2021
Net income (loss)		$	(34,885)	$	(109,539)	$	(33,598)
Net (income) loss from discontinued operations		748		(42,463)		(87,686)
Net income (loss) from continuing operations		(34,137)		(152,002)		(121,284)
Net loss
Net income from discontinued operations
Net loss from continuing operations
Adjustments to reconcile net income (loss) to net cash provided by	Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:	Operating activities:
Operating activities:
Operating activities:
Depreciation and amortization, including related intangible assets
Depreciation and amortization, including related intangible assets
Depreciation and amortization, including related intangible assets	Depreciation and amortization, including related intangible assets	111,392		107,201		117,745
Amortization of directors deferred compensation stock units	Amortization of directors deferred compensation stock units	440		314		291
Amortization of stock compensation	Amortization of stock compensation	13,767		10,847		7,635
Amortization of deferred financing costs	Amortization of deferred financing costs	4,821		4,568		4,625
Amortization of debt discount and mark-to-market	Amortization of debt discount and mark-to-market	—		232		(1,083)
Equity in (earnings) loss of unconsolidated joint ventures	Equity in (earnings) loss of unconsolidated joint ventures	(1,200)		4,251		3,832
Distributions of cumulative earnings from unconsolidated joint ventures	Distributions of cumulative earnings from unconsolidated joint ventures	13		759		5,300

Write-off transaction-related costs	Write-off transaction-related costs	—		7,922		—
Write-off transaction-related costs
Write-off transaction-related costs
Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net	(66,115)		(3,022)		(2,657)
Gain on disposition of developable land	Gain on disposition of developable land	(57,262)		(2,115)		(5,787)
Property impairments	Property impairments	94,811		13,467		36,582
Land and other impairments, net	Land and other impairments, net	9,368		23,719		16,817
(Gain) Loss from sale of investment in unconsolidated joint venture		(7,677)		1,886		(35,184)
Loss from sale of investment in unconsolidated joint venture
Loss from extinguishment of debt	Loss from extinguishment of debt	7,432		47,078		272
Gain on insurance proceeds
Interest cost of mandatorily redeemable noncontrolling interests
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:
Decrease (Increase) in unbilled rents receivable, net	Decrease (Increase) in unbilled rents receivable, net	1,578		(7,251)		(1,311)
Increase in deferred charges, goodwill and other assets		(12,565)		(4,954)		(750)
(Increase) Decrease in accounts receivable, net		(505)		5,544		(5,117)
Increase (Decrease) in accounts payable, accrued expenses and other liabilities		328		(11,445)		(9,550)
(Decrease) Increase in rents received in advance and security deposits		(3,173)		55		(2,446)
Increase (Decrease) in accrued interest payable		1,371		258		(184)
Net cash flows provided by operating activities - continuing operations		62,687		47,312		7,746
Net cash flows provided by operating activities - discontinued operations		3,767		8,803		77,676
Decrease (Increase) in unbilled rents receivable, net
Decrease (Increase) in unbilled rents receivable, net
Decrease (Increase) in deferred charges and other assets
Decrease (Increase) in accounts receivable, net
(Decrease) Increase in accounts payable, accrued expenses and other liabilities
Increase in rents received in advance and security deposits
Increase in accrued interest payable
Net cash flows provided by (used in) operating activities - continuing operations
Net cash flows (used in) provided by operating activities - discontinued operations

Net cash provided by operating activities
Net cash provided by operating activities
Net cash provided by operating activities	Net cash provided by operating activities	$	66,454	$	56,115	$	85,422

CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles
Rental property acquisitions and related intangibles
Rental property acquisitions and related intangibles	Rental property acquisitions and related intangibles	$	(130,500)	$	—	$	(16,811)
Rental property additions and improvements	Rental property additions and improvements	(51,480)		(65,101)		(138,700)
Development of rental property and other related costs	Development of rental property and other related costs	(73,189)		(211,617)		(295,892)
Proceeds from the sales of rental property and developable land	Proceeds from the sales of rental property and developable land	451,860		52,391		64,947
Proceeds from the sale of investments in unconsolidated joint ventures	Proceeds from the sale of investments in unconsolidated joint ventures	7,677		3,865		64,773
Repayment of notes receivable	Repayment of notes receivable	2,926		7,257		458
Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures	(162)		(1,280)		(2,959)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	Distributions in excess of cumulative earnings from unconsolidated joint ventures	13,132		15,703		13,826
Proceeds from insurance settlements
Other investing activities
Net cash provided by (used in) investing activities - continuing operations	Net cash provided by (used in) investing activities - continuing operations	220,264		(198,782)		(310,358)
Net cash (used in) provided by investing activities - discontinued operations		(176)		645,011		338,823
Net cash provided by investing activities - discontinued operations

Net cash provided by investing activities	Net cash provided by investing activities	$	220,088	$	446,229	$	28,465
Net cash provided by investing activities
Net cash provided by investing activities

CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility		$	102,000	$	196,000	$	212,000
Repayment of revolving credit facility		(250,000)		(73,000)		(516,000)
Borrowings from term loans		—		150,000		—
Repayment of term loans		—		(150,000)		—
Repayment of senior unsecured notes		—		(573,727)		—
Proceeds from mortgages and loans payable		154,720		226,422		381,577
Repayment of mortgages, loans payable and other obligations		(245,522)		(192,995)		(86,561)

(Redemption) issuance of redeemable noncontrolling interests, net		(12,000)		—		(3,153)
Payment of early debt extinguishment costs		(5,140)		(49,874)		—
Common unit redemptions		(2,692)		(898)		(2,693)

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CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility
Borrowings from revolving credit facility
Borrowings from revolving credit facility
Repayment of revolving credit facility
Borrowings from term loans
Repayment of term loans
Repayment of senior unsecured notes
Proceeds from mortgages and loans payable
Repayment of mortgages, loans payable and other obligations

Redemption of redeemable noncontrolling interests, net
Redemption of redeemable noncontrolling interests, net
Redemption of redeemable noncontrolling interests, net
Payment of early debt extinguishment costs
Common unit redemptions
Payment of financing costs	Payment of financing costs	(6,037)		(8,874)		(1,677)
(Contributions) distributions to noncontrolling interests		24		207		171
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Distributions to redeemable noncontrolling interests	Distributions to redeemable noncontrolling interests	(25,640)		(25,977)		(25,883)
Payment of distributions		(61)		(475)		(60,532)

Payment of common dividends and distributions
Share issuance proceeds (costs), net
Other financing activities
Net cash used in financing activities	Net cash used in financing activities	$	(290,348)	$	(503,191)	$	(102,751)

Net (decrease) increase in cash and cash equivalents		$	(3,806)	$	(847)	$	11,136
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash, cash equivalents and restricted cash, beginning of period (1)	Cash, cash equivalents and restricted cash, beginning of period (1)	51,455		52,302		41,166

Cash, cash equivalents and restricted cash, end of period (2)	Cash, cash equivalents and restricted cash, end of period (2)	$	47,649	$	51,455	$	52,302
Cash, cash equivalents and restricted cash, end of period (2)
Cash, cash equivalents and restricted cash, end of period (2)

(1)~~Includes Restricted Cash of $19,701, $14,207 and $15,577 as of December 31, 2021, 2020 and 2019, respectively.~~

~~(2)~~Includes Restricted Cash of $20,867, $19,701 and $14,207 as of December 31, 2022, 2021 and 2020, respectively.

(2)Includes Restricted Cash of $26,572, $20,867 and $19,701 as of December 31, 2023, 2022 and 2021, respectively.

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

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VERIS RESIDENTIAL, INC., VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (square footage, apartment unit, room, and building counts unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

Veris Residential, Inc., a Maryland corporation, together with its subsidiaries (collectively, the “General Partner”), is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”). The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a ~~90.7~~91.4 and ~~91.0~~90.7 percent common unit interest in the Operating Partnership as of December 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

The Company develops, owns and operates predominantly multifamily rental properties located primarily in the Northeast, as well as a portfolio of ~~Class A office properties.~~non-strategic commercial properties and land parcels. The Company ~~is in the process of transitioning~~recently completed its transition to a pure-play multifamily REIT and is focused on conducting business in a socially, ethically, and environmentally responsible manner, while seeking to maximize value for all stakeholders. Veris Residential, Inc. was incorporated on May 24, 1994.

Unless stated otherwise or the context requires, the “Company” refers to the General Partner and its subsidiaries, including the Operating Partnership and its subsidiaries.

As of December 31, ~~2022,~~2023, the Company owned or had interests in 24 multifamily rental properties as well as non-core assets comprised of ~~five~~one office ~~properties,~~property and four parking/retail properties, ~~and two hotels~~plus developable land (collectively, the "Properties"). The Properties are comprised of: (a) 2721 wholly-owned or Company-controlled properties, comprised of 17 multifamily properties and 10four non-core assets, and (b) eight properties owned by unconsolidated joint ventures in which the Company has investment interests, including seven multifamily properties and aone non-core asset.

BASIS OF PRESENTATION

The accompanying consolidated financial statements ~~include~~reflect all accounts of the Company, including its ~~majority-owned and/or~~ controlled subsidiaries, which consist principally of the Operating Partnership and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. See Note 2: Significant Accounting Policies – Investments in Unconsolidated Joint Ventures, for the Company’s treatment of unconsolidated joint venture interests. Intercompany accounts and transactions have been eliminated.

Accounting Standards Codification (“ASC”) 810, Consolidation, provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates ~~VIEs~~variable interest entities ("VIEs") in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities of a VIE that ~~when taken together,~~ most significantly impact the ~~variable interest entity’s performance:~~VIE’s economic performance; and (2) the obligation to absorb losses ~~and~~of or the right to receive ~~the returns~~benefits from the VIE that ~~would~~could potentially be significant to the VIE.

~~Under ASC 810,~~ The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration events that may cause a change in the original determinations. The Operating Partnership is considered a ~~variable interest entity~~VIE of the parent company, Veris Residential, Inc. As the Operating Partnership is already consolidated in the balance sheets of Veris Residential, Inc., this has no impact on the consolidated financial statements of Veris Residential, Inc.

As of December 31, ~~2022~~2023 and ~~2021,~~2022, the Company’s investments in consolidated real estate joint ventures, which are variable interest entities in which the Company is deemed to be the primary beneficiary, other than Veris Residential Partners, L.P., ~~formerly known as Roseland Residential, L.P.~~ (See Note 14: Redeemable Noncontrolling ~~Interests-Rockpoint Transaction)~~Interests - Rockpoint Transactions, the Rockpoint interests have been fully redeemed during 2023), have total real estate assets of ~~$468.1~~$449.8 million and ~~$477.5~~$468.1 million, respectively, other assets of ~~$6.0~~$6.7 million and ~~$5.3~~$6.0 million, respectively, mortgages of ~~$285.5~~$285.2 million and ~~$285.7~~$285.5 million, respectively, and other liabilities of ~~$17.3~~$14.7 million and ~~$21.2~~$17.3 million, respectively.

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~~The financial statements have been prepared in conformity with GAAP.~~ The preparation of financial statements in conformity with ~~GAAP~~accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates. Certain

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reclassifications have been made to prior period amounts in order to conform with current period presentation, primarily related to classification of certain properties as discontinued operations.

During the year ended December 31, ~~2020,~~2023, the ~~Company’s management~~Company identified and recorded an out-of-period ~~adjustment relating~~adjustments related to ~~Land and other impairments expense, which was understated for the period ended December 31, 2019. Management concluded that this error was~~stock-based compensation expenses incurred in prior years. These adjustments were deemed not material to ~~the Company’s~~our consolidated financial statements for any periods presented resulting in an increase of ~~the current or prior periods. The adjustment is reflected herein as a $2.5~~$2.9 million ~~increase to Land~~ and ~~other impairments expense~~$0.6 million in ~~the Company’s consolidated statements of operations for the year ended December 31, 2020,~~General and Administrative and Operating Services, respectively, with a corresponding ~~decrease in Real estate held for sale, net, in the Company’s balance sheets as~~increase of ~~December 31, 2020~~.Additional paid-in capital.

2. SIGNIFICANT ACCOUNTING POLICIES

Rental Property

Rental properties are reported at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of rental properties are capitalized. The Company adopted Financial Accounting Standards Board (“FASB”) guidance Accounting Standards Update (“ASU”) 2017-01 on January 1, 2017, which revises the definition of a business and is expected to result in more transactions to be accounted for as asset acquisitions and significantly limit transactions that would be accounted for as business combinations. Where an acquisition has been determined to be an asset acquisition, acquisition-related transaction costs are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Capitalized development and construction salaries and related costs approximated $0.7 million, $1.5 million ~~$2.4 million~~ and ~~$2.0~~$2.4 million for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively. Ordinary repairs and maintenance are expensed as incurred; major replacements and improvements, which enhance or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.

~~Included in net investment in rental property as of December 31, 2022 and 2021 is real estate and building and tenant improvements not in service; as follows~~ ~~(dollars in thousands)~~:

December 31,
2022 December 31,
2021
Land held for development (including pre-development costs, if any) (a)(b) $ 264,934 $ 341,496
Development and construction in progress, including land (c) 205,173 694,768
Total $ 470,107 $ 1,036,264

~~(a)Includes predevelopment and infrastructure costs included in buildings and improvements of $97.7 million and $150.9 million as of December 31, 2022 and December 31, 2021, respectively.~~

~~(b)Includes $73.2 million of land and $13.8 million of building and improvements classified as to assets held for sale at December 31, 2022.~~

~~(c)Includes land of $13.6 million and $68.8 million as of December 31, 2022 and December 31, 2021, respectively.~~

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Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:


Leasehold interests			Remaining lease term
Buildings and improvements			5 to 40 years
Tenant improvements			The shorter of the term of the related lease or useful life
Furniture, fixtures and equipment			5 to 10 years

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below-market leases, (ii) in-place leases and (iii) tenant relationships. For asset acquisitions, the Company allocates the purchase price to the assets acquired and liabilities assumed based on their relative fair values. The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed differ from the purchase consideration of a business combination transaction.

In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and uses various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

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capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s rental properties held for use may be impaired. ~~In addition to identifying any specific circumstances which may affect~~A property’s value is considered impaired when the expected undiscounted cash flows for a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment. The criteria considered by management, depending on the type of property, may include reviewing properties with below market occupancy levels, significant near-term lease expirations, current and historical operating and/or cash flow losses, construction cost overruns and/or other factors, including those that might impact the Company’s intent and ability to hold the property. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property over its estimated holding period isare less than ~~the~~its carrying ~~value of the property.~~value. If there are different potential outcomes for a property, the Company will take a probability weighted approach to estimating future cash flows. To the extent impairment has occurred, the impairment loss is measured as the excess of the carrying value of the property over the estimated fair value of the property. ~~The Company’s estimates of aggregate future cash flows and estimated~~Estimated fair values ~~for each property~~which are based on discounted cash flow models include all estimated cash inflows and outflows over a ~~number of assumptions, including but not limited to estimated~~specified holding ~~periods, outcome probabilities, market capitalization~~period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. In addition, such cash flow models consider factors such as applicable. For developable land holdings, an estimated per-unit market value assumption is also considered based on development rights or plans for the land. These assumptions are generally based on management’s experience in its local real estate marketsexpected future operating income, trends and prospects, as well as the effects of ~~current market conditions. The assumptions are subject~~demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to ~~economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, food,~~

~~Table~~an amount to reflect the estimated fair value of ~~Contents~~the property.

beverage and lodging demands, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.

Real Estate Held for Sale and Discontinued Operations

~~When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of expected selling costs, of such assets.~~ The Company generally considers assets (as identified by their disposal groups) to be held for sale when the transaction has received appropriate corporate authority, it is probable ~~to be sold~~that the disposition will occur within ~~the following 12 months,~~one year and there are no significant contingencies relating to a sale. ~~If, in management’s opinion, the estimated net sales price, net of expected selling costs, of the disposal groups~~When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value. If the fair value of the assets, less estimated cost to sell, is less than the carrying value ~~a valuation allowance (which is~~of the assets, an adjustment to the carrying value would be recognized and recorded ~~as unrealized losses~~within the Unrealized gains (losses) on disposition of rental ~~property) is established. In~~property to reflect the ~~absence of an executed sales agreement with a set sales price, management’s estimate~~estimated fair value of the ~~net sales price~~assets. The Company will continue to review the property for subsequent changes in the fair value, and may ~~be based on a number of assumptions, including but not limited to the Company’s estimates of future cash flows, market capitalization rates and discount rates,~~recognize an additional impairment charge, if ~~applicable. For developable land holdings, an estimated per-unit market value assumption is also considered based on development rights or plans for the land. In addition, the~~warranted.

The Company classifies assets held for sale or sold as discontinued operations if the disposal groups represent a strategic shift that will have a major effect on the Company’s operations and financial results. For any disposals qualifying as discontinued operations, the assets and their results are presented in discontinued operations in the financial statements for all periods presented. See Note 7: Discontinued Operations.

If circumstances arise that previously were considered unlikely and, as a result, the Company has determined that an asset previously classified as held for sale, no longer meets the held for sale criteria, the asset is reclassified as held and used. An asset that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the asset was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the asset been continuously classified as held and used, or (b) the fair value at the date the asset qualified as held for sale.

Investments in Unconsolidated Joint Ventures

The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed. Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. If the venture subsequently makes distributions and the Company does not have an implied or actual commitment to support the operations of the venture, the Company will not record a basis less than zero, rather such amounts will be recorded as equity in earnings of unconsolidated joint ventures.

On a periodic basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint

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ventures may be impaired. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the estimated fair value of the investment. ~~The Company’s estimates of value for each investment (particularly in real estate joint ventures)~~Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a ~~number of assumptions including but not limited to estimates of future cash flows, market capitalization~~specified holding period. Capitalization rates and discount rates ~~if applicable. These assumptions~~utilized in these models are based ~~on management's experience in its local real estate markets and~~upon unobservable rates that the ~~effects~~Company believes to be within a reasonable range of current market conditions. The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future. See Note 4: Investments in Unconsolidated Joint Ventures.

~~Table of~~ ~~Contents~~rates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three months or less when ~~purchased are considered to be cash equivalents.~~purchased.

Deferred Financing Costs

Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying value of the debt liability to which they relate, except deferred financing costs related to the revolving credit facility, which are presented in deferred charges, goodwill and other assets. In all cases, amortization of such costs is included in interest expense and was ~~$4.8~~$4.4 million, ~~$4.6~~$4.8 million and $4.6 million for each of the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively. If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (losses) from extinguishment of debt. Included in the ~~gains(losses)~~losses from extinguishment of debt, net, of ~~$(7.4)~~$5.6 million, ~~$(47.1)~~$7.4 million and ~~$(0.3)~~$47.1 million for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 were unamortized deferred financing costs.

Deferred Leasing Costs

Costs incurred in connection with successfully executed ~~commercial~~residential and ~~residential~~commercial leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is allocated to various reporting units, as applicable. Each of the Company’s segments consists of a reporting unit. Goodwill is not amortized. Management performs an annual impairment test for goodwill during the fourth quarter and between annual tests, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable. In its impairment tests of goodwill, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying value, then performing the additional two-step impairment test is unnecessary. If the carrying value of goodwill exceeds its fair value, an impairment charge is recognized. The Company determined that its goodwill, with a balance of $2.9 million, was fully impaired at December 31, 2021 after management performed its impairment tests and recognized an impairment of $2.9 ~~million.~~million in Land and other impairments, net on the Consolidated Statement of Operations.

Derivative Instruments

The Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. ~~For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings.~~ For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.

Revenue Recognition

The majority of the Company’s revenue is derived from residential and commercial rental income and other lease income, which are accounted for under ASC 842, Leases. ~~Revenue~~For leases that include rent concessions and/or scheduled fixed and determinable rent increases, revenue from leases is ~~reported~~recognized on a straight-line basis over the non-cancellable term of the ~~lease for residential and commercial leases which provide for concessions and/or scheduled fixed or determinable rent increases.~~

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lease. Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.

Revenue from leases also includes reimbursements and recoveries from ~~tenants received from~~commercial tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs. See Note 13: Tenant Leases. The Company elected a practical expedient for its rental properties (as lessor) to avoid separating non-lease components that otherwise would need to be accounted for under ASC 606, Revenue from Contracts with Customers (such as tenant reimbursements of property operating expenses), from the associated lease component since (1) the non-lease components have the same timing and pattern of transfer as the

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associated lease component and (2) the lease component, if accounted for separately, would be classified as an operating lease. This enables the Company to account for the lease component and non-lease components as an operating lease since the lease component is the predominant component.

Real estate services revenue includes property management, development, construction and leasing commission fees and other services, and payroll and related costs reimbursed from ~~clients. Fee income derived from the Company’s~~ unconsolidated joint ventures ~~(which are capitalized by such ventures) are recognized to~~in which the ~~extent attributable to~~Company is the ~~unaffiliated ownership interests.~~managing member.

Parking income is comprised of income from parking spaces leased to tenants and others.

~~Hotel income includes all revenue generated from hotel properties.~~

Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

~~All bad debt expense is recorded as a reduction of the corresponding revenue account. Management performs a detailed review of amounts due from tenants~~The Company reviews its accounts receivables related to rental income and other lease income, including straight-line rent receivable, for ~~collectability, based on factors affecting the billings and status of individual tenants.~~collectability. The factors considered by management in determining which individual tenant’s revenues are ~~affected~~uncollectible include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. ~~Management’s~~If a lessee’s accounts receivable balance is considered uncollectible, the Company will write-off the uncollectible receivable balances associated with the lease and will only recognize lease income on a cash basis. The Company includes provision for doubtful accounts as a reduction of corresponding revenue account, in accordance with Topic 842.

Ground/Office Leases

The Company is the lessee under long-term office and ground leases classified as operating leases. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. The Company makes significant assumptions and judgments when determining the discount rate for the lease to calculate the present value of the lease payments. As the rate implicit in the lease is not readily determinable, the Company estimates the incremental borrowing rate (“IBR”) that it would need to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment, over a similar lease term. The Company utilizes a market-based approach to estimate the IBR for each individual lease. The base IBR is estimated utilizing observable mortgage rates, which are then adjusted to account for considerations related to the Company’s credit rating and the lease term to select an incremental borrowing rate for each lease.

The lease liabilities and right of ~~bad debt write-off’s requires management to exercise judgment about~~use assets are amortized on a straight-line basis over the ~~timing, frequency~~lease term. See Note 5: Deferred Charges and ~~severity~~Other Assets, Net for additional disclosures on the presentation of ~~collection losses, which affects the revenue recorded.~~these amounts in our consolidated balance sheets.

Income and Other Taxes

The General Partner has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “IRS Code”). As a REIT, the General Partner generally will not be subject to corporate federal income tax on net income that it currently distributes to its shareholders, provided that the General Partner satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income (determined by excluding any net capital gains) to its shareholders. If and to the extent the General Partner retains and does not distribute any net capital gains, the General Partner will be required to pay federal, state and local taxes, as applicable, on such net capital gains at the rate applicable to capital gains of a corporation.

The Operating Partnership is a partnership, and, as a result, all income and losses of the partnership are allocated to the partners for inclusion in their respective tax returns. ~~Accordingly, no provision or benefit for income taxes has been made in the accompanying financial statements.~~

Table of December 31, 2022, the estimated net basis of the rental property for federal income tax purposes was lower than the net assets as reported in the Operating Partnership’s financial statements by approximately $451.0 million. The Operating Partnership’s taxable income (loss) for the year ended December 31, 2022, 2021 and 2020 was estimated to be approximately zero, $(17.7) million and $79.3 million, respectively. The differences between book income and taxable income primarily result from differences in depreciation expenses, the recording of rental income, differences in the deductibility of interest expense and certain other expenses for tax purposes, differences in revenue recognition and the rules for tax purposes of a property exchange. The deferred tax asset balance at December 31, 2022 amounted to $30.7 million which has been fully reserved through a valuation allowance.Contents

The General Partner has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”). In general, a TRS ~~of the General Partner~~ may ~~perform additional services for tenants of the Company~~hold certain assets and ~~generally may engage in any real estate~~generate certain income that a REIT could not otherwise hold or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated).generate. A TRS is subject to corporate federal income tax. The General Partner has conducted business through its TRS entities for certain property management, development, construction and other related services, as well as to hold a joint venture interest in a hotel and other matters. The TRS has sold the hotel during the year ended December 31, 2023.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of temporary differences between book and tax basis of assets and liabilities, and net operating losses. The deferred tax asset balance at December 31, 2023 and 2022, amounted to $31.1 million and $30.7 million, respectively, which has been fully reserved through a valuation allowance.

If the General Partner fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. The Company is subject to certain state and local taxes. Pursuant to the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes, the Company recognized no material adjustments regarding its tax accounting treatment. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which is included in general and administrative expense.

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In the normal course of business, the Company or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable. As of December 31, ~~2022,~~2023, the Company’s open tax years ~~that remain subject to examination by the major tax jurisdictions under the statute of limitations~~ are ~~generally~~ from ~~the year~~December 31, 2019 forward.

Earnings Per Share or Unit

The Company presents both basic and diluted earnings per share or unit (“EPS or EPU”). Basic EPS or EPU excludes dilution and is computed by dividing net income (loss) available to common shareholders or unitholders by the weighted average number of shares or units outstanding for the period. Diluted EPS or EPU reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS or EPU from continuing operations ~~amount.~~amount, using the treasury stock method. Shares or units whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS or EPU as follows (i) if all necessary conditions have been satisfied by the end of the period (the events have occurred), those shares or units shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares or units included in diluted EPS or EPU shall be based on the number of shares or units, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares or units that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares or units shall be included in the denominator of diluted EPS or EPU as of the beginning of the period (or as of the date of the grant, if later).

Dividends and Distributions Payable

~~The~~As a result of the Company ~~has suspended~~substantially completing its ~~common dividends since September 2020, which was initially~~transformation to a ~~strategic decision by~~pure-play multifamily REIT, as well as the Board of Directors to allow for greater financial flexibility during the COVID-19 pandemic and to retain incremental capital to support the Company's value-enhancing investments across the portfolio and was based upon its estimates of taxable income.~~Based upon its~~Company’s current estimates of taxable income, ~~and its expectation of disposition activity,~~ the Board ~~has made the strategic decision to continue to suspend its dividend to support the transformation~~of Directors of the ~~Company to~~General Partner (the "Board of Directors") reinstated a ~~pure-play multifamily REIT and will re-evaluate this decision when such transition is substantially complete.~~quarterly dividend beginning with the third quarter of 2023.

The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors of the General Partner in light of conditions then existing, including the Company’s earnings, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions and the general overall economic conditions and other factors.

~~The dividends and~~On December 18, 2023, the Company declared a $0.0525 distribution per common share to be payable on January 10, 2024 to shareholders of record as of the close of business on December 29, 2023. At December 31, 2023, the balance of the distributions payable atwas $5.5 million. The $0.0525 distribution per common share will be reported to shareholders for the year ending December 31, ~~2022 and 2021 represent amounts payable~~2024.

On July 24, 2023, the Company declared a $0.05 distribution per common share with a payment date of October 10, 2023, to shareholders of record as of the close of business on ~~unvested LTIP units.~~

September 30, 2023. The Company has determined that the ~~$0.60 dividend~~total

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distribution of $0.05 per common share paid during the year ended December 31, ~~2020~~2023 represented ~~19 percent ordinary income~~100% return of capital distributions.

The dividends and ~~81 percent capital gain.~~distributions payable at December 31, 2022 represent amounts payable on unvested LTIP units.

Costs Incurred For Stock Issuances

Costs incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid-in capital.

Stock Compensation

The Company accounts for stock compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation. These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”), performance share units, long term incentive plan awards and stock options at the grant date be amortized ratably into expense over the appropriate vesting period. For unvested securities that are forfeited prior to the measurement period being complete, the Company elected to account for forfeiture of employee awards as they occur. The Company recorded stock compensation expense of $19.9 million, $13.8 million ~~$10.8 million~~ and ~~$7.6~~$10.8 million for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes items that are recorded in equity, such as effective portions of derivatives designated as cash flow ~~hedges or unrealized holding gains or losses on marketable securities available for sale.~~

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hedges.

Redeemable Noncontrolling Interests

The Company ~~evaluates the terms of the partnership units issued~~accounts for noncontrolling interests in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. ~~Units~~Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Operations.

Redeemable noncontrolling interests that are mandatorily redeemable are classified as Mandatorily redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets, and are measured at the amount of cash that would be paid if settlement occurred at the balance sheet date, with any change from the prior period recognized as interest expense. The carrying amount is not reduced below the initial measurement amount. Provided redeemable noncontrolling interests are not classified as liability based on this guidance, the Company assesses whether they should be classified as mezzanine or permanent equity. The redeemable noncontrolling interests which embody an unconditional obligation requiring the Company to redeem the ~~units~~interests for cash ~~after~~or other assets at a ~~specified~~fixed or determinable price on a fixed or determinable date ~~(or dates)~~ or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interests and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets. The carrying amount of the redeemable noncontrolling interests will be changed by periodic accretions, so that the carrying amount will equal the estimated future redemption value at the redemption date.

Fair Value Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

•Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2: Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and

•Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the ~~level in the fair value hierarchy within which the~~ fair value measurement ~~in its entirety falls has been determined~~will be based onupon the lowest level input that is significant to the fair value ~~measurement in its entirety.~~measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

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Impact of Recently-Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The guidance requires incremental disclosures related to a public entity’s reportable segments. ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 will have on the Company's consolidated financial statements.

3. ~~RECENT TRANSACTIONS~~INVESTMENTS IN RENTAL PROPERTY

~~Acquisition~~Acquisitions of Rental Property

~~The~~During the year ended December 31, 2022, the Company acquired the following rental property ~~during the year ended December 31, 2022~~ (dollars in thousands):

Acquisition Date

Property

Location

Property
Type

# of
Apartment Units

Acquisition
Cost

Acquisition Date

Property

Location

Property
Type

# of
Apartment Units

Acquisition
Cost

7/21/2022

The James (a)

Park Ridge, NJ

Multifamily

240

130,308

Total Acquisitions

240

130,308

Totals

(a) This acquisition was funded using funds available with the Company's qualified intermediary from prior property sales proceeds and through borrowing under the Company's revolving credit facility.

Properties Commencing Initial Operations

~~The~~During the year ended December 31, 2022, the following property commenced initial operations ~~during the years ended December 31, 2022 and 2021~~ (dollars in thousands):

~~2022~~

In Service
Date

Property

Location

Property
Type

# of
Apartment Units

Total Development
Costs Incurred

04/01/22

Haus25 (a)

Jersey City

Multifamily

750

485,587

Totals

750

485,587

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(a)As of December 31, 2022, all apartment units ~~are~~were in service. The development costs ~~includes~~included approximately $53.4 million in land costs.

During the year ended December 31, 2021, the following properties commenced initial operations (dollars in thousands):

In Service
Date

Property

Location

Property
Type

# of
Apartment Units

Total Development
Costs Incurred

In Service
Date

Property

Location

Property
Type

# of
Apartment Units

Total Development
Costs Incurred

03/01/21

The Upton (a)

Short Hills, NJ

Multifamily

193

101,269

03/01/21

The Upton (a)

Short Hills, NJ

Multifamily

193

101,269

07/01/21

Riverhouse 9 at Port Imperial (b)

Weehawken, NJ

Multifamily

313

164,633

07/01/21

RiverHouse 9 at Port Imperial (b)

Weehawken, NJ

Multifamily

313

164,633

Totals

506

265,902

Totals

506

265,902

(a)As of December 31, 2021, all apartment units ~~are~~were in service. The development costs included approximately $2.9 million in land costs.

(b)As of December 31, 2021, all apartment units ~~are~~were in service. The development costs included approximately $2.7 million in land costs.

Additionally, a land lease located in Parsippany, New Jersey also commenced initial operations during the first quarter 2021. Development costs incurred amounted to $5.1 million. This land lease was sold by the Company during 2021.

~~Real Estate Held for Sale/Discontinued Operations/Dispositions~~

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~~2022~~Dispositions of Rental Properties and Developable Land

Dispositions during 2023

The Company has discontinued operations related to its former suburban New Jersey office portfolio (collectively, the “Suburban Office Portfolio”) which represented a strategic shift in the Company’s operations beginning in 2019. The Company has sold all but one of those assets and expects to dispose of this final suburban office asset in the first quarter of 2023. See Note 7: Discontinued Operations.

As of December 31, 2022, the Company identified as held for sale an office property of 0.4 million square feet, two hotels and several developable land parcels, which are located in Jersey City, Holmdel, Parsippany, Morris Township, Wall and Weehawken, New Jersey. As a result of recent sales contracts in place, the Company determined that the carrying valuedisposed of the ~~remaining held for sale office~~following rental property ~~two hotels and two land parcels held for sale were not expected to be recovered from estimated net sales proceeds, and accordingly,~~ during the year ended December 31, 2022, respectively, recognized an unrealized held for sale loss allowance of $12.5 million ($4.4 million of which is included in discontinued operations) and also recorded land and other impairments of $6.4 million during the year ended December 31, 2022. In February 2023 ~~the Company completed the disposition of its hotels held for sale at December 31, 2022, for gross proceeds of $97 million and paid down the $84.0 million mortgage encumbering the property.~~

During the third quarter of 2022, the Company entered into a contract with a non-refundable deposit to dispose of three office properties totaling approximately 1.9 million square feet for a gross sales price of $420 million. As of December 31, 2022, due to current market conditions for office sales, the Company determined that this transaction did not meet all of the criteria for classification as held for sale under ASC 360-10-45-9 and hence the assets were not reclassified as held for sale. The Company recorded an impairment charge of $84.5 million on these properties for the period ending September 30, 2022. As of June 30, 2022 two land parcels that were previously identified as held for sale were reclassified as held and used, resulting in transaction-related costs of $0.1 million.

~~The total estimated sales proceeds of real estate held for sale, net of expected selling costs, are expected to be approximately $212.1 million.~~

~~The following table summarizes the real estate held for sale, net, and other assets and liabilities~~ (dollars in thousands):

Suburban
Office
Portfolio
Other Assets & Liabilities
Held for Sale
Total
Land $ 4,336 $ 88,507 $ 92,843
Building & Other 30,389 112,165 142,554
Less: Accumulated depreciation (12,165) (16,759) (28,924)
Less: Cumulative unrealized losses on property held for sale (4,440) (8,100) (12,540)
Real estate held for sale, net $ 18,120 $ 175,813 $ 193,933


Disposition Date	Property	Location	# of Bldgs.	Rentable Square Feet	Property Type	Net Sales Proceeds			Net Carrying Value		Discontinued Operations Realized Gains (losses)/ Unrealized Losses, net
02/10/23	XS Hotels	Weehawken, New Jersey	2	—	Hotel	$	93,358	(a)	$	92,578	$	780
04/04/23	Harborside 1, 2 and 3	Jersey City, New Jersey	3	1,886,800	Office	362,446			362,304		142
09/13/23	Harborside 6	Jersey City, New Jersey	1	231,856	Office	44,145			43,722		423
10/13/23	23 Main Street	Holmdel, New Jersey	1	350,000	Office	15,884		(b)	13,372		2,512
	Others (c)										2,184

Unrealized gains (losses) on real estate held for sale											(3,630)
Totals			7	2,468,656		$	515,833		$	511,976	$	2,411

(a) Included proceeds of $84.0 million used to repay the mortgage loan encumbering the property at closing.

(b) Included deposits totaling $1.3 million received by the Company in February and August 2023.

The Company disposed of the following developable land during the year ended December 31, 2023 (dollars in thousands):


Disposition Date	Property	Location	Net Sales Proceeds			Net Carrying Value		Realized Gains (losses)/ Unrealized Losses, net		Discontinued Operations Realized Gains (losses)/ Unrealized Losses, net
03/17/23	Columbia-Honeywell	Morris Township, New Jersey	$	8,214	(a)	$	8,236	$	(22)	$	—
10/12/23	3 Campus	Parsippany-Troy Hills, New Jersey	13,248			7,847		5,401		—
10/05/23	Harborside 4	Jersey City, New Jersey	53,656			14,385		—		39,271
	Others (b)							1,689		—

Totals			$	75,118		$	30,468	$	7,068	$	39,271

(a) Included deposits totaling $1.1 million received by the Company in December 2022 and January 2023.

(b) Others represent reversals of estimated accrued expenses from previously sold developable land holdings.

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Other assets and liabilities Suburban
Office
Portfolio (a) Other
Assets
Held for Sale Total
Unbilled rents receivable, net (a) $ 368 $ — $ 368
Deferred charges, net (a) 426 — 426
Total deferred charges & other assets, net 457 985 1,442
Mortgages & loans payable, net (a) — (85,664) (85,664)
Accounts payable, accrued exp & other liability (759) (473) (1,232)

~~(a)Expected to be removed with the completion of the sales.~~Dispositions during 2022

The Company disposed of the following rental property during the year ended December 31, 2022 (dollars in thousands):


Disposition Date	Disposition Date	Property	Location	# of Bldgs.	Rentable Square Feet	Property Type	Net Sales Proceeds			Net Carrying Value		Realized Gains (Losses)/ Unrealized Losses, net		Discontinued Operations Realized Gains (losses)/ Unrealized Losses, net		Disposition Date	Property	Location	# of Bldgs.	Rentable Square Feet	Property Type	Net Sales Proceeds	Net Carrying Value	Discontinued Operations Realized Gains (losses)/ Unrealized Losses, net
01/21/22	01/21/22	111 River Street	Hoboken, New Jersey	1	566,215	Office	$	208,268	(a)	$	206,432	$	1,836	$	—
10/07/22	10/07/22	101 Hudson Street	Jersey City, New Jersey	1	1,246,283	Office	342,578		(b)	270,198		72,380		—

Unrealized gains (losses) on real estate held for sale	Unrealized gains (losses) on real estate held for sale											$	(8,100)	$	(4,440)
Unrealized gains (losses) on real estate held for sale
Unrealized gains (losses) on real estate held for sale
Totals	Totals			2	1,812,498		$	550,846		$	476,630	$	66,116	$	(4,440)

(a)The $150 million mortgage loan encumbering the property was repaid at closing, for which the Company incurred costs of $6.3 million. These costs were expensed as loss from extinguishment of debt during the year ended December 31, 2022.

(b) The $250 million mortgage loan encumbering the property was assumed by the purchaser at closing, for which the Company incurred costs of $1.0 million. These costs were expensed as loss from extinguishment of debt during the year ended December 31, 2022. The assumed mortgage was a non-cash portion of this sales transaction.

The Company disposed of the following developable land ~~holdings~~ during the year ended December 31, 2022 (dollars in thousands):


Disposition Date	Disposition Date	Property Address	Location	Net Sales Proceeds		Net Carrying Value		Realized Gains (losses)/ Unrealized Losses, net		Disposition Date	Property	Location	Net Sales Proceeds	Net Carrying Value		Realized Gains (losses)/ Unrealized Losses, net
03/22/22	03/22/22	Palladium residential land	West Windsor, New Jersey	$	23,908	$	24,182	$	(274)
03/22/22	03/22/22	Palladium commercial land	West Windsor, New Jersey	4,688		1,791		2,897
04/15/22	04/15/22	Port Imperial Park parcel	Weehawken, New Jersey	29,331		29,744		(413)
04/21/22	04/21/22	Urby II/III	Jersey City, New Jersey	68,854		13,316		55,538
11/03/22	11/03/22	Port Imperial Parcels 3 & 16 (a)	Weehawken, New Jersey	24,885		25,371		(486)		11/03/22	Port Imperial Parcels 3 & 16 (a)	Weehawken, New Jersey	24,885	25,371	25,371	(486)	(486)

Totals	Totals			$	151,666	$	94,404	$	57,262
Totals
Totals

(a) ~~Includes~~Included non-cash expenses of $2.5 million.

~~2021~~

As of December 31, 2021, the Company identified as held for sale two office properties totaling approximately 1.8 million square feet to be sold separately, which were located in Jersey City and Hoboken, New Jersey. The total estimated sales proceeds, net of expected selling costs but before the required aggregate paydown or buyer assumption of $400 million of mortgages encumbering the properties and related costs, were expected to be approximately $575 million.

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Additionally, the Company also identified several developable land parcels as held for sale as of December 31, 2021. As a result of recent sales contracts in place and after considering the market conditions due to the challenging economic climate and the COVID-19 pandemic, the Company determined that the carrying value of several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly,Dispositions during ~~the year ended December 31,~~ 2021 recognized land impairments of $10.2 million. The Company also recognized an unrealized gain of $3.7 million during the year ended December 31, 2021 (reversing cumulative held for sale loss allowances recognized) for a held for sale land parcel that was previously impaired when the Company entered into a contract to sell the land parcel.

~~The following table summarizes the real estate held for sale, net, and other assets and liabilities~~ ~~(dollars in thousands)~~:

Assets
Held for Sale
Land $ 159,968
Building & Other 618,216
Less: Accumulated depreciation (159,538)
Real estate held for sale, net $ 618,646

Other assets and liabilities Assets
Held for Sale
Unbilled rents receivable, net (a) $ 30,526
Deferred charges, net (a) 16,056
Total intangibles, net (a) 31,155
Total deferred charges & other assets, net (b) 69,410
Mortgages & loans payable, net (a) (397,953)
Total below market liability (a) (24,098)
Accounts payable, accrued exp & other liability (c) (49,648)
Unearned rents/deferred rental income (a) (5,831)

~~(a)Expected to be removed with the completion of the sales.~~

~~(b)Includes $19.2 million of right of use assets expected to be removed with the completion of the sales.~~

~~(c)Includes $20.5 million of right of use liabilities expected to be removed with the completion of the sales.~~

The Company disposed of the following rental properties during the year ended December 31, 2021 (dollars in thousands):


Disposition Date	Disposition Date	Property/Address	Location	# of Bldgs.	Rentable Square Feet	Property Type	Net Sales Proceeds			Net Carrying Value		Realized Gains (Losses)/ Unrealized Losses, net		Discontinued Operations Realized Gains (losses)/ Unrealized Losses, net		Disposition Date	Property	Location	# of Bldgs.	Rentable Square Feet	Property Type	Net Sales Proceeds	Net Carrying Value	Realized Gains (Losses)/ Unrealized Losses, net	Discontinued Operations Realized Gains (losses)/ Unrealized Losses, net
01/13/21	01/13/21	100 Overlook Center	Princeton, New Jersey	1	149,600	Office	$	34,724	(a)	$	26,488	$	—	$	8,236
03/25/21	03/25/21	Metropark portfolio (b)	Edison and Iselin, New Jersey	4	926,656	Office	247,351			233,826		—		13,525
04/20/21	04/20/21	Short Hills portfolio (c)	Short Hills, New Jersey	4	828,413	Office	248,664			245,800		—		2,864
06/11/21	06/11/21	Red Bank portfolio	Red Bank, New Jersey	5	659,490	Office	80,730			78,364		—		2,366
06/30/21	06/30/21	Retail land leases	Hanover and Parsippany, New Jersey	—	—	Land Lease	41,957			37,951		4,006		—
07/26/21	07/26/21	7 Giralda Farms	Madison, New Jersey	1	236,674	Office	28,182			30,143		—		(1,961)
10/20/21	10/20/21	4 Gatehall Drive	Parsippany, New Jersey	1	248,480	Office	24,239			23,717		—		522
12/16/21	12/16/21	Retail land lease Unit B	Hanover, New Jersey	—	—	Land Lease	5,423			6,407		(984)		—

Totals	Totals			16	3,049,313		$	711,270		$	682,696	$	3,022	$	25,552
Totals
Totals

(a)As part of the consideration from the buyer, a related party, 678,302 Common Units were redeemed by the Company at a book value of $10.5 million, which was a non-cash portion of this sales transaction. The balance of the proceeds was received in cash and used to repay the Company's borrowings on its revolving credit facility. See Note 16: Noncontrolling Interests in Subsidiaries - Noncontrolling Interests in Operating Partnership.

(b)Includes $10 million of seller financing provided to the buyers of the Metropark portfolio. See Note 5: Deferred charges and other assets, net.

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(c)The mortgage loan encumbering three of the properties was defeased at closing, for which the Company incurred costs of $22.6 million. These costs were expensed as loss from extinguishment of debt.

The Company disposed of the following developable land ~~holdings~~ during the year ended December 31, 2021 (dollars in thousands):


Disposition Date	Disposition Date	Property Address	Location	Net Sales Proceeds		Net Carrying Value		Realized Gains (losses)/ Unrealized Losses, net		Disposition Date	Property	Location	Net Sales Proceeds		Net Carrying Value		Realized Gains (losses)/ Unrealized Losses, net
05/24/21	05/24/21	Horizon common area	Hamilton, New Jersey	$	745	$	634	$	111	05/24/21	Horizon common area	Hamilton, New Jersey	$	745	$	634	$	111
12/22/21	12/22/21	346/360 University Ave	Newark, New Jersey	4,266		2,262		2,004		12/22/21	346/360 University Ave	Newark, New Jersey	4,266		2,262		2,004

Totals	Totals			$	5,011	$	2,896	$	2,115
Totals
Totals																	$	5,011	$	2,896	$	2,115

~~Impairments on Properties and Land Held and Used~~

~~2022~~

~~The Company determined that, due to the shortening~~Dispositions of its expected hold period for four office properties and several land parcels, it was necessary to reduce the carrying value of these assets to their estimated fair values. Accordingly, the Company recorded impairment charges of $94.8 million on the office properties and $2.9 million on the land parcels in the consolidated statement of operations for the year ended December 31, 2022.

~~2021~~

The Company determined that, due to the shortening of its expected hold period for one office property and its land parcels, it was necessary to reduce the carrying value of these assets to their estimated fair values. Accordingly, the Company recorded an impairment charge of ~~$6.0 million~~ ~~on the office asset, which is included in property impairments on the consolidated statement of operations for the year ended~~ ~~December 31, 2021~~ ~~and $14.3 million on the land parcels in land and other impairments on the consolidated statement of operations for the year ended~~ ~~December 31, 2021~~. Additionally, the Company determined that, due to the shortening of its expected hold period and as a result of the adverse effect the COVID-19 pandemic has had, and continues to have, on its hotel operations, the Company evaluated the recoverability of the carrying values of its ~~two~~ ~~adjacent hotel properties and determined that it was necessary to reduce the carrying values of its~~ ~~three~~ ~~hotel assets located in Weehawken, New Jersey to their estimated fair values. Accordingly, the Company recorded an impairment charge of~~ ~~$7.4 million~~ ~~on these hotels at~~ ~~December 31, 2021, which is included in property impairments on the consolidated statement of operations for the year ended~~ ~~December 31, 2021~~.

Unconsolidated Joint Venture ~~Activity~~

2022

— On November 30, 2022, the Company's ~~Cal-Harbor~~Hyatt Regency Hotel Jersey City joint venture was sold for $117.0 million and the Company recorded a gain on the sale (included in discontinued operations) for its interest of approximately $7.7 million in the year ended December 31, 2022.

2021

— On September 1, 2021, the Company sold its interest in the Offices at Crystal Lake joint venture to its venture partner for $1.9 million and recorded a loss on the sale of approximately $1.9 million (included in discontinued operations) in the year ended December 31, 2021.

On April 29, 2021, the Company sold its interest in the 12 Vreeland Road joint venture for a gross sales price of approximately $2$2.0 million, with no gain or loss on the transaction.

Real Estate Held for Sale

The following table summarizes the real estate held for sale, net (dollars in thousands):


	Year Ended December 31,
	2023		2022
Land	$	59,464	$	92,843
Building & Other	9,688		142,554
Less: Accumulated depreciation	—		(28,924)
Less: Cumulative unrealized losses on property held for sale	(10,544)		(12,540)
Real estate held for sale, net	$	58,608	$	193,933

As of December 31, 2022, the disposal group for assets classified as held for sale also included $0.4 million and $0.4 million recorded within Unbilled rents receivable, net and Total deferred charges & other assets, net, respectively.

2023— As of December 31, 2023, the Company had classified as held for sale several developable land parcels, which are located in Jersey City and Parsippany, New Jersey. In January 2024, a land parcel was sold for gross proceeds of $10.2 million.

2022— As of December 31, 2022, the Company had classified as held for sale an office property of 0.4 million square feet, two hotels and several developable land parcels, which are located in Jersey City, Holmdel, Parsippany, Morris Township, Wall and Weehawken, New Jersey.

Discontinued Operations

The Company has discontinued operations related to its former New Jersey office and hotel portfolio (collectively, the “Office Portfolio”) which represented a strategic shift in the Company’s operations beginning in 2019. See Note 7: Discontinued Operations.

4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of December 31, ~~2022,~~2023, the Company had an aggregate investment of approximately ~~$126.2~~$118.0 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,

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~~2022,~~ 2023, the unconsolidated joint ventures owned: seven multifamily properties totaling 2,146 apartment units, a retail

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property aggregating approximately 51,000 square feet 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 has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of December 31, ~~2022,~~2023, the outstanding balance of such debt, subject to guarantees, totaled ~~$188.5~~$17.2 million of which ~~$22~~$1.5 million was guaranteed by the Company.

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 $3.9 million, $3.6 million ~~$3.4 million~~ and ~~$4.9~~$3.4 million for such services in the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively. The Company had ~~$0.2~~$0.7 million and $0.2 million in accounts receivable due from its unconsolidated joint ventures as of December 31, ~~2022~~2023 and ~~2021.~~2022.

As of December 31, ~~2022,~~2023, the Company does not have any investments in unconsolidated joint ventures that are considered VIEs. The Company previously had three investments in unconsolidated joint ventures which were primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support. The Company determined that these unconsolidated joint ventures are no longer VIEs since these ventures have completed their development projects and are now in operation.

The following is a summary of the Company's unconsolidated joint ventures as of December 31, 2023 and 2022 ~~and 2021~~ ~~(dollars~~(dollars in thousands):

Number of Company's Carrying Value Property Debt
As of December 31, 2022
Entity / Property Name Apartment Units
or Rentable SF Effective
Ownership % (a) December 31,
2022 December 31,
2021 Balance Maturity
Date Interest
Rate
Multifamily
Metropolitan and Lofts at 40 Park (b) (c) 189 units 25.00 % $ 1,747 $ 2,547 $ 60,767 (d) (d)
RiverTrace at Port Imperial 316 units 22.50 % 5,114 6,077 82,000 11/10/26 3.21 %
PI North - Riverwalk C (e) 360 units 40.00 % 23,234 27,401 135,000 12/22/24 SOFR+ 1.2 %
Riverpark at Harrison 141 units 45.00 % — — 30,192 07/01/35 3.19 %
Station House 378 units 50.00 % 32,372 33,004 91,432 07/01/33 4.82 %
Urby at Harborside (f) 762 units 85.00 % 61,594 66,418 188,522 08/01/29 5.197 %
PI North - Land (b) (g) 829 potential units 20.00 % 1,678 1,678 — — —
Liberty Landing (h) — — 50.00 % — 300 — — —
Office
12 Vreeland Road (i) 139,750 sf 50.00 % — — — — —
Offices at Crystal Lake (j) 106,345 sf 31.25 % — — — — —
Other
Hyatt Regency Hotel Jersey City (k) 351 rooms 50.00 % — — — — —
Other (l) 419 347 — — —
Totals: $ 126,158 $ 137,772 $ 587,913


	Number of		Company's		Carrying Value				Property Debt As of December 31, 2023
Entity / Property Name	Apartment Units		Effective Ownership % (a)		December 31, 2023		December 31, 2022		Balance		Maturity Date		Interest Rate
Multifamily
Metropolitan and Lofts at 40 Park (b) (c)	189	units	25.00	%	$	908	$	1,747	$	57,367	(d)		(d)
RiverTrace at Port Imperial	316	units	22.50	%	4,506		5,114		82,000		11/10/26		3.21	%
The Capstone at Port Imperial	360	units	40.00	%	21,361		23,234		135,000		12/22/24	SOFR+	1.20	%
Riverpark at Harrison	141	units	45.00	%	—		—		30,192		07/01/35		3.19	%
Station House	378	units	50.00	%	32,022		32,372		89,440		07/01/33		4.82	%
Urby at Harborside (e)	762	units	85.00	%	57,060		61,594		185,742		08/01/29		5.20	%
PI North - Land (b) (f)	829	potential units	20.00	%	1,678		1,678		—		—		—
Other
Other (g)					419		419		—		—		—
Totals:					$	117,954	$	126,158	$	579,741

(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)Through the joint venture, the Company also owns a 25 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 50 percent interest in a 59-unit, five story multifamily rental property ("Lofts at 40 Park").

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(d)Property debt balance consists of: (i) an interest only loan, collateralized by the Metropolitan at 40 Park, with a balance of ~~$36,500,~~$34.1 million as of December 31, 2023, bears interest at ~~LIBOR +2.85 percent,~~SOFR +2.85%, matures inon October ~~2023;~~10, 2024; (ii) an ~~amortizable~~interest only loan, collateralized by the Shops at 40 Park, with a balance of ~~$6,067, bears interest at LIBOR +1.50 percent and matures in October 2022. The loan was extended on October 11, 2022, for three months and matured in January 2023 with a fixed rate of 5.125%.~~$6.1 million. On January 10, 2023, the loan was modified bearing interest at SOFR ~~+2%~~+2.00% and matures inon January 9, 2025; (iii) an interest only loan, collateralized by the Lofts at 40 Park, with a balance of ~~$18,200,~~$17.2 million as of December 31, 2023, which bears interest at ~~LIBOR +1.50 percent and matures in January 2023. On January 10, 2023, the loan was extended for three months~~SOFR +2.00% and matures on ~~April~~February 1, ~~2023.~~2024. In January 2024, the joint venture sold the Lofts at 40 Park property and the proceeds were used to repay the $17.2 million loan.

(e)On December 22, 2021, the venture paid off the $108.3 million construction loan and simultaneously obtained a new $135 million mortgage loan, collateralized by the property and received its share of net loan proceeds of $9.2 million. The property commenced operations in second quarter 2021.

~~(f)~~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 ~~has~~formerly guaranteed $22 million of the principal outstanding ~~debt. On~~debt, which on February 1, 2023, the lender ~~has~~ released the ~~guarantor~~Company of all obligations under the Guaranty Agreement.

~~(g)~~(f)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.

~~(h)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~~Table of ~~Liberty Landing.~~Contents

~~(i)On April 29, 2021, the Company sold its interest in the joint venture for a gross sales price of approximately $2 million. See Note 3: Recent Transactions - Unconsolidated Joint Venture~~

~~(j)On September 1, 2021, the Company sold its interest in the joint venture for a gross sales price of approximately $1.9 million. See Note 3: Recent Transactions - Unconsolidated Joint Venture~~

~~(k)~~On November 30, 2022, the Company sold its interest in the joint venture for a venture gross sales price of approximately $117.0 million. See Note 3: Recent Transactions - Unconsolidated Joint Venture.

~~(l)~~(g)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, 2023, 2022 ~~2021~~ and ~~2020~~2021 (dollars in thousands):


		Year Ended December 31,							Year Ended December 31,
Entity / Property Name	Entity / Property Name	2022		2021		2020		Entity / Property Name	2023	2022	2021
Multifamily	Multifamily
Metropolitan and Lofts at 40 Park		$	(674)	$	(801)	$	(1,010)
Metropolitan and Lofts at 40 Park (a)
Metropolitan and Lofts at 40 Park (a)
Metropolitan and Lofts at 40 Park (a)
RiverTrace at Port Imperial	RiverTrace at Port Imperial	356		92		111
Crystal House (a)		—		—		(924)
PI North - Riverwalk C (b)		(212)		(506)		(368)
The Capstone at Port Imperial (b)
Riverpark at Harrison (c)	Riverpark at Harrison (c)	234		(1,153)		(273)
Station House	Station House	(722)		(1,647)		(1,650)
Urby at Harborside	Urby at Harborside	2,374		(580)		1,095
PI North - Land	PI North - Land	(205)		(250)		—
Liberty Landing (d)	Liberty Landing (d)	36		(40)		(5)
Office	Office
12 Vreeland Road (e)	12 Vreeland Road (e)	—		2		(2,035)
12 Vreeland Road (e)
12 Vreeland Road (e)
Offices at Crystal Lake (f)	Offices at Crystal Lake (f)	—		(113)		224
Other	Other
Riverwalk Retail (g)		—		—		(10)
Hyatt Regency Hotel Jersey City (h)		—		—		625
Other
Other
Other	Other	13		745		388

Company's equity in earnings (loss) of unconsolidated joint ventures (i)		$	1,200	$	(4,251)	$	(3,832)
Company's equity in earnings (loss) of unconsolidated joint ventures (g)
Company's equity in earnings (loss) of unconsolidated joint ventures (g)
Company's equity in earnings (loss) of unconsolidated joint ventures (g)

(a) On ~~December 31, 2020,~~January 12, 2024, the ~~Crystal House Apartment Investors LLC, an unconsolidated~~ joint venture sold the Lofts at 40 Park property ~~sold its sole apartment property. The Company realized its~~for a net sale proceeds of $12.1 million of which the Company's share ~~of the gain on the property sale from the unconsolidated joint venture of $35.1~~is approximately $6 million.

(b) The property commenced operations in second quarter 2021.

(c) In September 2021, the joint venture agreed to settle certain obligations regarding a previously owned development project, of which the Company’s share of the expense for such settlement was $0.9 million, which was recorded in equity in earnings for this venture in the year ended December 31, 2021.

(d) 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.

(e) On April 29, 2021, the Company sold its interest in the joint venture and realized no gain or loss on the sale.

(f) On September 1, 2021, the Company sold its interest in this unconsolidated joint venture to its venture partner for $1.9 million, and realized a loss on the sale of approximately $1.9 million.

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(g) ~~On March 12, 2020, the Company acquired the remaining 80 percent interest from its equity partner and consolidated the asset.~~

~~(h) On November 30, 2022, the Company sold its interest in the joint venture and realized a gain on the sale of approximately $7.7 million.~~

~~(i)~~ Amounts are net of amortization of basis differences of $618 thousand, $154 thousand and $138 ~~and $143~~thousand for the year ended December 31, 2023, 2022 and 2021, ~~and 2020,~~ respectively.

The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands):


		December 31, 2022		December 31, 2021
	December 31, 2023					December 31, 2023	December 31, 2022
Assets:	Assets:
Rental Property, net
Rental Property, net
Rental Property, net	Rental Property, net	$	745,210	$	787,787
Other assets	Other assets	39,241		72,955
Total assets	Total assets	$	784,451	$	860,742
Liabilities and partners'/members' capital:	Liabilities and partners'/members' capital:
Mortgages and loans payable	Mortgages and loans payable	$	587,913	$	692,448
Mortgages and loans payable
Mortgages and loans payable
Other liabilities	Other liabilities	15,545		36,732
Partners'/members' capital	Partners'/members' capital	180,993		131,562
Total liabilities and partners'/members' capital	Total liabilities and partners'/members' capital	$	784,451	$	860,742

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The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 (dollars in thousands):


		Year Ended December 31,
		2022		2021		2020
	Year Ended December 31,									Year Ended December 31,
	2023							2023	2022	2021
Total revenues	Total revenues	$	140,637	$	173,169	$	275,246
Operating and other expenses	Operating and other expenses	(81,914)		(131,709)		(224,195)
Depreciation and amortization	Depreciation and amortization	(25,412)		(25,095)		(34,587)
Interest expense	Interest expense	(29,777)		(27,145)		(29,420)
Net income (loss)	Net income (loss)	$	3,534	$	(10,780)	$	(12,956)

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5. DEFERRED CHARGES AND OTHER ASSETS, NET


(dollars in thousands)	(dollars in thousands)	December 31, 2022		December 31, 2021		(dollars in thousands)	December 31, 2023	December 31, 2022
Deferred leasing costs	Deferred leasing costs	$	59,651	$	88,265
Deferred financing costs - revolving credit facility (a)	Deferred financing costs - revolving credit facility (a)	6,684		6,684
		66,335		94,949
Accumulated amortization	Accumulated amortization	(30,471)		(40,956)
Deferred charges, net	Deferred charges, net	35,864		53,993
Notes receivable (b)	Notes receivable (b)	1,309		4,015
In-place lease values, related intangibles and other assets, net (c)(d)	In-place lease values, related intangibles and other assets, net (c)(d)	12,298		42,183

Right of use assets (e)	Right of use assets (e)	2,896		22,298
Prepaid expenses and other assets, net	Prepaid expenses and other assets, net	43,795		28,858

Total deferred charges and other assets, net (f)	Total deferred charges and other assets, net (f)	$	96,162	$	151,347
Total deferred charges and other assets, net (f)
Total deferred charges and other assets, net (f)

(a)Deferred financing costs related to all other debt liabilities (other than for the revolving credit facility) are netted against those debt liabilities for all periods presented. See Note 2: Significant Accounting Policies – Deferred Financing Costs.

(b)As of December 31, 2022, ~~and 2021, includes~~balance included an interest-free note receivable with a net present value of $0.2 million ~~and $0.7 million, respectively,~~ which ~~matures~~matured in April 2023,. ~~The Company believes this balance is fully collectible. Also includes~~ and seller-financing of $1.0 million, net of a loan loss allowance of $26.0 thousand, ~~as of December 31, 2022, and $3.1 million, net of a loan loss allowance of $0.2 million as of December 31, 2021, of seller-financing provided by the Company~~ to the buyers of the Metropark portfolio. The receivable is secured against available cash of one of the Metropark properties disposed of and earned an annual return of four percent for 90 days after the disposition, with the interest rate increased to 15 percent through November 18, 2021 and to 10 percent thereafter, pursuant to an amended operating agreement. See Note 3: Transactions – Real Estate Held for Sale/Discontinued Operations/Dispositions.portfolio, which matured in May 2023.

(c)~~In accordance with ASC 805, Business Combinations, the~~The Company recognizes rental revenue of acquired above and below market lease intangibles over the terms of the respective leases. The impact of amortizing the acquired above and below-market lease intangibles increased revenue by approximately $0.1 million, $0.2 million ~~$2.7 million~~ and ~~$3.7~~$2.7 million for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively. The following table summarizes, as of December 31, ~~2022,~~2023, the scheduled amortization of the Company’s acquired above and below-market lease intangibles for each of the five succeeding years (dollars in thousands):


Year	Year	Acquired Above- Market Lease Intangibles		Acquired Below- Market Lease Intangibles		Total Amortization		Year	Acquired Above- Market Lease Intangibles	Acquired Below- Market Lease Intangibles	Total Amortization
2023		$	(219)	$	92	$	(127)
2024	2024	(175)		84		(91)
2025	2025	(162)		51		(111)
2026	2026	(142)		41		(101)
2027	2027	(123)		6		(117)
2028

(d)The value of acquired in-place lease intangibles are amortized to expense over the remaining initial terms of the respective leases. The impact of the amortization of acquired in-place lease values is included in depreciation and amortization expense and amounted to approximately $2.0 million, $1.5 million ~~$2.1 million~~ and ~~$9.1~~$2.1 million for the years ended December 31, 2023, 2022 and 2021, ~~and 2020,~~

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respectively. The following table summarizes, as of

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December 31, ~~2022,~~2023, the scheduled amortization of the Company’s acquired in-place lease values for each of the five succeeding years (dollars in thousands):


Year	Year			Year	Acquired In-place Lease Intangibles
2023		$	384
2024	2024	305		2024	$	310
2025	2025	193		2025	209
2026	2026	156		2026	195
2027	2027	89		2027	127
Total		$	1,127
2028				2028	105

(e)This amount has a corresponding liability of $7.4 million and $3.2 million as of December 31, 2023 and 2022, respectively, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Ground Lease agreements for further details.

~~(f)The amount as of December 31, 2022 and 2021, includes $1.4 million and $0.5 million, respectively, for properties classified as held for sale.~~

DERIVATIVE FINANCIAL INSTRUMENTS

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate ~~swaps and~~ caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates ~~$2.7~~$3.8 million will be reclassified as a decrease to interest expense.

As of December 31, ~~2022,~~2023, the Company had ~~three~~four interest rate caps outstanding with a notional amount of ~~$485~~$304.5 million designated as cash flow hedges of interest rate risk.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the ~~consolidated balance sheets~~Consolidated Balance Sheets as of December 31, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands):

Fair Value

Asset Derivatives designated
as hedging instruments

December 31,
2022

December 31,
2021

Balance sheet location

Asset Derivatives designated
as hedging instruments

December 31,
2023

December 31,
2022

Balance sheet location

Interest rate caps

9,808

850

Deferred charges and other assets, net

Interest rate caps

5,098

9,808

Deferred charges and other assets, net

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the years ~~ending~~ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 (dollars in thousands):

Derivatives in Cash Flow Hedging Relationships
Amount of Gain or (Loss) Recognized in OCI on Derivative
Location of Gain or (Loss) Reclassified
from Accumulated OCI into Income
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
Location of Gain or (Loss)
Recognized in Income on Derivative
Total Amount of Interest Expense presented in the consolidated statements of
operations
Year Ended December 31, 2022 2021 2020 2022 2021 2020 2022 2021 2020
Interest rate caps $ 5,032 $ 10 $ — Interest expense $ 666 $ — $ — $ (78,040) $ (65,192) $ (80,991)
Interest rate swaps $ — $ — $ — Interest expense $ — $ — $ 16 Interest and other investment income (loss) $ (78,040) $ (65,192) $ (80,991)

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Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income						Total Amount of Interest Expense presented in the Consolidated Statements of Operations
Year Ended December 31,	2023		2022		2021			2023		2022		2021			2023		2022		2021
Interest rate caps	$	1,184	$	5,032	$	10	Interest expense	$	3,559	$	666	$	—		$	(89,355)	$	(66,381)	$	(47,505)

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. Specifically, the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

As of December 31, ~~2022,~~2023, the Company did not have any interest rate derivatives in a net liability position.

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6. RESTRICTED CASH

Restricted cash generally includes ~~tenant~~resident and ~~resident~~tenant security deposits for certain of the Company’s properties, and escrow and reserve funds for debt service, real estate taxes, property insurance, capital improvements, tenant improvements, and leasing costs established pursuant to certain mortgage financing arrangements, and is comprised of the following (dollars in thousands):


		December 31, 2022		December 31, 2021
	December 31, 2023										December 31, 2023	December 31, 2022
Security deposits	Security deposits	$	9,175	$	6,884	Security deposits	$	9,996	$	9,175
Escrow and other reserve funds	Escrow and other reserve funds	11,692		12,817		Escrow and other reserve funds	16,576		11,692

Total restricted cash	Total restricted cash	$	20,867	$	19,701
Total restricted cash
Total restricted cash							$	26,572	$	20,867

7. DISCONTINUED OPERATIONS

OnAs of December ~~19, 2019,~~31, 2023, the Company ~~announced that its Board had determined to sell~~completed the ~~Company’s~~sale of the entire ~~Suburban~~ Office Portfolio ~~totaling approximately 6.6 million square feet, excluding the Company’s~~except for one waterfront office ~~properties in Jersey City and Hoboken, New Jersey.~~property. As the ~~decision to sell~~sale of the ~~Suburban~~ Office Portfolio represented a strategic shift in the Company’s operations, the results of these ~~properties’ results~~properties that were disposed of or classified as held for sale are being classified as discontinued operations for all periods presented.

In late 2019 through December 31, 2021, the Company completed the sale of all but one of its 37 properties in its Suburban Office Portfolio, totaling 6.3 million square feet, for net sales proceeds of $1.0 billion. The last property in the Suburban Office Portfolio, a 350,000 square foot office property, was reclassified as held for sale at September 30, 2022, and the Company expects to dispose of this property in the first quarter of 2023. As a result of the sales contract in place, the Company determined that the carrying value of the held for sale property was not expected to be recovered from estimated net sales proceeds and accordingly, during the year ended December 31, 2022, recognized an unrealized held for sale loss allowance of $4.4 million.

The following table summarizes income (loss) from discontinued operations and the related realized gains (losses) and unrealized ~~losses~~gains (losses) on disposition of rental property and impairments, net, for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 (dollars in thousands):

Year Ended December 31,
2022 2021 2020
Total revenues $ 5,971 $ 34,541 $ 141,002
Operating and other expenses (1,390) (13,506) (55,700)
Depreciation and amortization (889) (2,554) (6,386)
Interest expense — (1,570) (5,256)
Income from discontinued operations 3,692 16,911 73,660
Unrealized gains (losses) on disposition of rental property (a) (4,440) 569 (36,816)
Realized gains (losses) on disposition of rental property (b) — 24,983 50,840
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net (4,440) 25,552 14,024
Total discontinued operations, net $ (748) $ 42,463 $ 87,684


	Year Ended December 31,
	2023		2022		2021
Total Revenues	$	21,085	$	127,541	$	163,284
Operating and other (expenses) income, net	(12,437)		(63,157)		(83,557)
Property impairments	—		(94,811)		(13,467)
Depreciation and amortization	(5,486)		(26,974)		(44,086)
Loss from extinguishment of debt, net	(12)		(7,303)		—

Income (Loss) from discontinued operations	3,150		(64,704)		22,174

Gain on disposition of developable land	39,271		—		—
Gain on sale of unconsolidated joint venture interests	—		7,677		—
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	2,411		61,676		25,552
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	41,682		69,353		25,552

Total discontinued operations, net	$	44,832	$	4,649	$	47,726

~~(a)Represents valuation allowances and impairment charges on properties classified as discontinued operations.~~

~~(b)See Note 3: Real Estate Transactions – Dispositions for further information regarding properties sold and related gains (losses)~~.

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8. REVOLVING CREDIT FACILITY AND TERM LOANS

On ~~May 6, 2021,~~July 25, 2023, the Company entered into a revolving credit and term loan agreement (“~~2021~~2023 Credit Agreement”) with a group of ~~seven~~two lenders that provides for a ~~$250~~$60 million senior secured revolving credit facility (the ~~“2021~~“2023 Revolving Credit ~~Facility"~~Facility”) and a ~~$150~~$115 million senior secured term loan facility (the ~~“2021~~“2023 Term Loan”),. On July 25, 2023, the Operating Partnership drew the full $115 million available under the 2023 Term Loan and ~~delivered written notice~~borrowed $52 million from the 2023 Revolving Credit Facility which proceeds, together with available cash, were used to fund the ~~administrative agent to terminate~~purchase price under the ~~2017~~Rockpoint Purchase Agreement. During the fourth quarter of 2023, the Company fully repaid the remaining balances of the 2023 Term Loan and 2023 Revolving Credit Facility.

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As of December 31, 2023 and December 31, 2022, the Company had no borrowings outstanding under its term loan and revolving credit ~~agreement, which termination became effective on May 13, 2021.~~facilities.

The terms of the ~~2021~~2023 Revolving Credit Facility ~~included:~~include: (1) a ~~three year~~one-year term ending in ~~May 2024;~~July 2024, subject to one six-month extension option; (2) revolving credit loans may be made to the Company in an aggregate principal amount of up to ~~$250 million (subject to increase as discussed below), with a sublimit under the 2021 Credit Facility for the issuance of letters of credit in an amount not to exceed $50~~$60 million; ~~and~~ (3) a first priority lien inon the unencumbered ~~properties of the Company with an appraised value greater than or equal to $800 million which must include the Company’s Harborside 2/3 and Harborside 5 properties;~~property known as The James, a 240 unit multi-family residential property located at 87 Madison Avenue, Park Ridge, New Jersey (the “Collateral Pool Property”); and (4) a ~~facility~~commitment fee payable quarterly equal to 35 basis points ~~if usage~~per annum on the daily unused amount of the ~~2021~~2023 Revolving Credit ~~Facility is less than or equal to 50%, and 25 basis points if usage of the 2021 Credit Facility is greater than 50%.~~Facility.

The terms of the ~~2021~~2023 Term Loan included: (1) ~~an eighteen-month~~a one-year term ending in ~~November 2022;~~July 2024, subject to one six-month extension option; (2) a single draw of the term loan commitments up to an aggregate principal amount of ~~$150~~$115 million; and (3) a first priority lien in ~~unencumbered properties of~~ the ~~Company with an appraised value greater than or equal to $800 million which must include the Company’s Harborside 2/3 and Harborside 5 properties.~~Collateral Pool Property.

Interest on borrowings under the ~~2021~~2023 Revolving Credit Facility and ~~2021~~the 2023 Term Loan shall be based on applicable ~~base~~interest rate (the ~~“Base~~“Interest Rate”) plus a margin ranging from ~~125~~250 basis points to ~~275~~350 basis points (the “Applicable Margin”) depending on the ~~Base~~Interest Rate ~~elected, currently 0.12%.~~elected. The ~~Base~~Applicable Margin is subject to automatic increases of 25 basis points every three months. With respect to borrowings under the 2023 Revolving Credit Facility and the 2023 Term Loan, the Interest Rate shall be either (A) the Alternative Base Rate plus the Applicable Margin and/or (B) the Adjusted Term SOFR Rate plus the Applicable Margin or, with respect to the 2023 Revolving Credit Facility only, (C) the Adjusted Daily Effective SOFR Rate plus the Applicable Margin. As used herein: “Alternative Base Rate” means, subject to a floor of 1.00%, the highest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect (the “Prime Rate”), (ii) the ~~greater of the then effective (x) Federal Funds Effective~~NYFRB Rate ~~or (y) Overnight Bank Funding Rate~~from time to time plus ~~50 basis points,~~0.50% and (iii) ~~a LIBO~~the Adjusted Term SOFR Rate ~~as adjusted for statutory reserve requirements for eurocurrency liabilities (the “Adjusted LIBO Rate”) and calculated~~ for a ~~one-month~~one month interest period plus ~~100~~1%; “Adjusted Term SOFR Rate” means, subject to a floor of 0.0%, the Term SOFR Rate, plus 10 basis ~~points (such highest amount being~~points; and “Adjusted Daily Effective SOFR Rate” means, subject to a floor of 0.0%, for any day, the ~~“ABR Rate”), or (B)~~secured overnight financing rate for such business day published by the ~~Adjusted LIBO Rate~~NYFRB on the NYFRB’s on the immediately succeeding business day (“SOFR”) plus 10 basis points. As of December 31, 2023, the effective interest rate for the ~~applicable interest period; provided, however, that the ABR Rate shall not be less than 1% and the Adjusted LIBO Rate shall not be less than zero.~~2023 Revolving Credit Facility was SOFR + 3.85%.

The ~~2021~~General Partner and certain subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the 2023 Credit Agreement, ~~which applies~~and certain subsidiaries of the Operating Partnership also granted the lenders a security interest in certain subsidiary guarantors in order to ~~both~~further secure the ~~2021~~obligations, liabilities and indebtedness of the Operating Partnership under the 2023 Credit ~~Facility and 2021 Term Loan,~~Agreement.

The 2023 Credit Agreement includes certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties, and which require compliance with financial ratios relating to ~~the minimum collateral pool value ($800 million), maximum collateral pool leverage ratio (40 percent), minimum number of collateral pool properties (two),~~(a) the maximum total leverage ratio ~~(65 percent)~~(65%), (b) the minimum debt service coverage ratio ~~(1.10 times until May 6, 2022, 1.20 times from May 7, 2022 through May 6, 2023, and 1.40 times thereafter)~~(1.25 times), ~~and~~(c) the minimum tangible net worth ratio (80% of tangible net worth as of ~~December 31, 2020~~July 25, 2023 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), and (d) the maximum unhedged variable rate debt ratio (30%).

~~The 2021~~ Subject to certain exceptions, the net proceeds from any property sales are to be used to mandatorily repay the 2023 Term Loan until it is retired. In addition, the 2023 Credit Agreement ~~contains “change~~includes a mandatory cash sweep provision that provides that any cash, cash equivalents or marketable securities of ~~control” provisions that permit~~ the ~~lenders~~General Partner or Operating Partnership in excess of $25 million as of the end of the last business day of any calendar week shall be applied to ~~declare a default and require the immediate~~ repayment of ~~all~~any outstanding borrowings under the ~~2021~~2023 Credit Facility. These change of control provisions, which have been an event of default under the agreements governing the Company’s revolving credit facilities since June 2000, are triggered if, among other things, a majority of the seats on the Board of Directors (other than vacant seats) become occupied by directors who were neither nominated by the Board of Directors, nor appointed by the Board of Directors. If these change of control provisions were triggered,Agreement.

On April 7, 2023, the Company could seek a forbearance, waiver or amendment of the change of control provisions from the lenders, however there can be no assurance that the Company would be able to obtain such forbearance, waiver or amendment on acceptable terms or at all. If an event of default has occurred and is continuing, the entire outstanding balance underterminated the 2021 Credit Agreement may (or, in the case of any bankruptcy event of default, shall) become immediately due and payable, and the Company will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code.

~~On May 6, 2021, the Company drew the full $150 million available under the 2021 Term Loan and borrowed $145 million from~~for both the 2021 Credit Facility ~~to retire~~and 2021 Term Loan. As a result of the ~~Company’s Senior Unsecured Notes. In June 2021,~~termination, the Company ~~paid down a total~~wrote off the unamortized deferred financing costs in an amount of ~~$123~~$2.7 million during the second quarter of ~~borrowings under the 2021 Term Loan, using sales proceeds~~2023, which is recorded within Loss from ~~several~~extinguishment of the Company’s suburban office property dispositions. On July 27, 2021, the Company repaid the outstanding balance of the 2021 Term Loan of $27 million using proceeds from the disposition of a suburban office properties previously held for sale. (See Note 3: Recent Transactions – Real Estate Held for Sale/Discontinued Operations/Dispositions).

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~~After electing to use the defined leverage ratio in 2018 to determine the interest rate, the interest rate under the 2017 credit facility was based~~debt, net, on the ~~following total leverage ratio grid:~~Consolidated Statements of Operations.

Total Leverage Ratio
Interest Rate -
Applicable
Basis Points
Above LIBOR
Interest Rate -
Applicable
Basis Points
Above LIBOR for
Alternate Base
Rate Loans
Facility Fee
Basis Points
<45% 125.0 25.0 20.0
≥45% and <50% 130.0 30.0 25.0
≥50% and <55% (ratio through May 6, 2021) 135.0 35.0 30.0
≥55% 160.0 60.0 35.0

The Company was in compliance with its debt covenants under its revolving credit facility as of December 31, ~~2022.~~

~~As of December 31, 2022 and December 31, 2021, the Company had no borrowings and $148 million under its revolving credit facility, respectively.~~2023.

9. MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS

The Company has mortgages, loans payable and other obligations which primarily consist of various loans collateralized by certain of the Company’s rental properties, land and development projects. As of December 31, ~~2022, 21~~2023, 17 of the Company’s properties, with a total carrying value of approximately ~~$3.3~~$2.6 billion are encumbered by the Company’s mortgages and loans payable. Payments on mortgages, loans payable and other obligations are generally due in monthly installments of principal and interest, or interest only. The Company was in compliance with its debt covenants under its mortgages and loans payable as of December 31, ~~2022, except as otherwise disclosed.~~2023.

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A summary of the Company’s mortgages, loans payable and other obligations as of December 31, ~~2022~~2023 and ~~2021~~2022 is as follows (dollars in thousands):

Property/Project Name Lender
Effective
Rate (a)
December 31,
2022 December 31,
2021 Maturity
111 River St. (b) Athene Annuity and Life Company 3.90 % $ — $ 150,000 —
101 Hudson (c) Wells Fargo CMBS 3.20 % — 250,000 —
Port Imperial 4/5 Hotel (d) Fifth Third Bank LIBOR+ 3.40 % 84,000 89,000 04/01/23
Portside at Pier One CBRE Capital Markets/FreddieMac 3.57 % 58,998 58,998 08/01/23
Signature Place Nationwide Life Insurance Company 3.74 % 43,000 43,000 08/01/24
Liberty Towers American General Life Insurance Company 3.37 % 265,000 265,000 10/01/24
Haus 25 (e) QuadReal Finance LIBOR+ 2.70 % 297,324 255,453 12/01/24
Portside 5/6 (f) New York Life Insurance Company 4.56 % 97,000 97,000 03/10/26
BLVD 425 New York Life Insurance Company 4.17 % 131,000 131,000 08/10/26
BLVD 401 New York Life Insurance Company 4.29 % 117,000 117,000 08/10/26
The Upton (g) Bank of New York Mellon LIBOR+ 1.58 % 75,000 75,000 10/27/26
145 Front at City Square (h) MUFG Union Bank LIBOR+ 1.84 % 63,000 63,000 12/10/26
Riverhouse 9 at Port Imperial (i) JP Morgan Chase SOFR+ 1.41 % 110,000 87,175 06/21/27
Quarry Place at Tuckahoe Natixis Real Estate Capital LLC 4.48 % 41,000 41,000 08/05/27
BLVD 475 N/S The Northwestern Mutual Life Insurance Co. 2.91 % 165,000 165,000 11/10/27
Riverhouse 11 at Port Imperial The Northwestern Mutual Life Insurance Co. 4.52 % 100,000 100,000 01/10/29
Soho Lofts (j) New York Community Bank 3.77 % 160,000 160,000 07/01/29
Port Imperial South 4/5 Garage American General Life & A/G PC 4.85 % 32,166 32,664 12/01/29
Emery at Overlook Ridge New York Community Bank 3.21 % 72,000 72,000 01/01/31
Principal balance outstanding 1,911,488 2,252,290
Unamortized deferred financing costs (7,511) (11,220)
Total mortgages, loans payable and other obligations, net $ 1,903,977 $ 2,241,070


Property/Project Name	Lender		Effective Rate (a)		December 31, 2023		December 31, 2022		Maturity
Port Imperial 4/5 Hotel (b)	Fifth Third Bank		N/A		—		84,000		N/A
Signature Place	Nationwide Life Insurance Company		3.74	%	43,000		43,000		08/01/24
Liberty Towers	American General Life Insurance Company		3.37	%	265,000		265,000		10/01/24
Portside 2 at East Pier (c)	New York Life Insurance Company		4.56	%	97,000		97,000		03/10/26
BLVD 425	New York Life Insurance Company		4.17	%	131,000		131,000		08/10/26
BLVD 401	New York Life Insurance Company		4.29	%	117,000		117,000		08/10/26
Portside at East Pier (d)	KKR	SOFR+	2.75	%	56,500		58,998		09/07/26
The Upton (e)	Bank of New York Mellon	SOFR+	1.58	%	75,000		75,000		10/27/26
145 Front at City Square (f)	US Bank	SOFR+	1.84	%	63,000		63,000		12/10/26
RiverHouse 9 at Port Imperial (g)	JP Morgan	SOFR+	1.41	%	110,000		110,000		06/21/27
Quarry Place at Tuckahoe	Natixis Real Estate Capital LLC		4.48	%	41,000		41,000		08/05/27
BLVD 475 N/S	The Northwestern Mutual Life Insurance Co.		2.91	%	165,000		165,000		11/10/27
Haus25 (h)	Freddie Mac		6.04	%	343,061		297,324		09/01/28
RiverHouse 11 at Port Imperial	The Northwestern Mutual Life Insurance Co.		4.52	%	100,000		100,000		01/10/29
Soho Lofts (i)	New York Community Bank		3.77	%	158,777		160,000		07/01/29
Port Imperial Garage South	American General Life & A/G PC		4.85	%	31,645		32,166		12/01/29
The Emery at Overlook Ridge (j)	New York Community Bank		3.21	%	72,000		72,000		01/01/31

Principal balance outstanding					1,868,983		1,911,488
Unamortized deferred financing costs					(15,086)		(7,511)

Total mortgages, loans payable and other obligations, net					$	1,853,897	$	1,903,977

(a)Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable.

(b)~~In January 2022, the Company repaid this mortgage loan upon disposition of the property which was collateral against the mortgage loan.~~ ~~This mortgage loan did not permit early pre-payment. As a result of the disposal of the property, the Company incurred costs of approximately~~ ~~$6.3 million~~ ~~at closing, which was expensed as loss from extinguishment of debt in the year ended December 31, 2022. See Note 3-Recent Transactions.~~

~~(c)In October 2022, this~~The loan was assumed by the purchaser of the property encumbered by the loan. The assumed mortgage was a non-cash portion of the sales transaction. As a result of the disposal of the property, the Company incurred costs of approximately $1.0 million at closing, which was expensed as loss from extinguishment of debt in the year ended December 31 2022. See Note 3-Recent Transactions.

~~(d)~~In May 2021, the Company executed an agreement extending its maturity date to April 2023, with a six month extension option. The Company repaid $5 million of the outstanding principal and has guaranteed $13.7 million of the outstanding principal, subject to certain conditions. The loan requires a debt service coverage charge test (“DSCR Test”), with which the Company was not in compliance for the quarter ended September 30, 2022. Therefore the Company was required to make a partial principal repayment of $5.0 million as well as deposit three months of interest amounting to $1.2 million into an escrow account and sweep all excess property level cash flows into such escrow account until two consecutive periods have passed where the Company is in compliance with the DSCR Test. In February 2023, the Company repaid this mortgage loan uponpaid off on disposition of the hotels ~~which were collateral against the mortgage loan.~~on February 10, 2023.

~~(e)~~The construction loan has a LIBOR floor of 2.0 percent, has a maximum borrowing capacity of $300 million and provides, subject to certain conditions, one one year extension option with a fee of 25 basis points.~~The Company entered into an interest-rate cap agreement for the mortgage loan.~~

~~(f)~~(c)The Company has guaranteed 10 percent of the outstanding principal, subject to certain conditions.

~~(g)~~(d)On ~~October 27, 2021,~~August 10, 2023, the Company ~~obtained~~refinanced the Freddie Mac fixed rate loan. Additionally, a ~~$75 million mortgage loan maturing in October 2026 and repaid the existing construction loan. The Company entered into~~3-year cap at a strike rate of 3.5% was placed.

(e)As of December 31, 2023, an interest-rate cap agreement was in place for this mortgage loan with a strike rate of 1.0%, expiring in October 2024.

(f)On September 30, 2023 the Company placed a 9-month SOFR cap at a strike rate of 4.0%.

(g)As of December 31, 2023, an interest-rate cap agreement was in place for this mortgage ~~loan.~~loan, with a strike rate of 3.0%, expiring in June 2024.

(h)On ~~January 12,~~August 15, 2023, the ~~Company entered into an interest-rate~~$297 million QuadReal Finance backed construction loan was fully repaid and the existing cap ~~agreement for the mortgage loan.~~was terminated through refinancing activity.

(i)~~This construction loan had a maximum borrowing capacity of $92 million. On June 21, 2022,~~Effective rate reflects the fixed rate period, which ends in July 1, 2024. After that period ends, the Company ~~obtained~~must make a ~~$110 million mortgage loan maturing~~one-time election of how to compute the interest rate for this loan: (a) the floating-rate option, the sum of the highest prime rate as published in ~~June 2027 from a different lender and repaid~~ the ~~existing construction loan. The Company entered into an interest-rate cap agreement for~~New York Times on each applicable Rate Change Date plus 2.75% annually or (b) the ~~mortgage loan.~~fixed-rate option, the sum of the Five Year Fixed Rate Advance of the Federal Home Loan Bank of New York in effects as of the first business day of the month which is three months prior to the Rate Change Date plus 3.00% annually.

(j)Effective rate reflects the ~~first five years of interest payments at a~~ fixed ~~rate. Interest payments after~~rate period, which ends on January 1, 2026. After that period ends, ~~are based~~the Company must make a one-time election of how to compute the interest rate for this loan: (a) the floating-rate option, the sum of the highest prime rate as published in the New York Times on ~~LIBOR~~each applicable Rate Change Date plus 2.75% annually or (b) the fixed-rate option, the sum of the Five Year Fixed Rate Advance of the Federal Home Loan Bank of New York in effects as of the first business day of the month which is three months prior to the Rate Change Date plus 3.00% annually.

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SCHEDULED PRINCIPAL PAYMENTS

Scheduled principal payments for the Company’s ~~revolving credit facility (see Note 8) and~~ mortgages, loans payable and other obligations ~~(See Note 9)~~ as of December 31, ~~2022~~2023 are as follows (dollars in thousands):


Period	Period	Scheduled Amortization		Principal Maturities		Total		Period	Scheduled Amortization		Principal Maturities		Total
2023		$	2,047	$	142,998	$	145,045
2024	2024	5,037		605,324		610,361		2024	$	6,076	$	308,000	$	314,076
2025	2025	8,384		—		8,384		2025	9,487		—		9,487
2026	2026	8,780		483,000		491,780		2026	9,651		536,487		546,138
2027	2027	8,158		305,319		313,477		2027	8,158		305,320		313,478
2028								2028	5,331		343,061		348,392
Thereafter	Thereafter	7,418		335,023		342,441		Thereafter	5,574		331,838		337,412
Sub-total	Sub-total	39,824		1,871,664		1,911,488		Sub-total	44,277		1,824,706		1,868,983
Unamortized deferred financing costs	Unamortized deferred financing costs	(7,511)		—		(7,511)

Totals	Totals	$	32,313	$	1,871,664	$	1,903,977
Totals
Totals									$	29,191	$	1,824,706	$	1,853,897

CASH PAID FOR INTEREST AND INTEREST CAPITALIZED

Cash paid for interest for the years ended December 31, 2023, 2022 and 2021 ~~and 2020~~ was $81.6 million, $80.3 million ~~$85.2 million~~ and ~~$103.5~~$85.2 million, (of which ~~zero, $1.7~~$1.4 million, $13.3 million and ~~$5.1~~$18.5 million pertained to properties classified as discontinued operations), respectively. Interest capitalized by the Company for the years ended December 31, 2023, 2022 and 2021 ~~and 2020~~ was zero, $12.2 million ~~$30.5 million~~ and ~~$26.4~~$30.5 million, respectively (which amounts included zero, ~~$0.3 million~~zero and ~~$1.4~~$0.3 million for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively, of interest capitalized on the Company’s investments in unconsolidated joint ventures which were substantially in development).

SUMMARY OF INDEBTEDNESS


(dollars in thousands)	(dollars in thousands)	December 31, 2022				December 31, 2021				(dollars in thousands)	December 31, 2023					December 31, 2022
		Balance		Weighted Average Interest Rate (a)		Balance		Weighted Average Interest Rate (a)
	Balance														Balance			Weighted Average Interest Rate			Balance	Weighted Average Interest Rate
Fixed Rate & Hedged Debt (a)	Fixed Rate & Hedged Debt (a)	$	1,757,308	4.27	%	$	1,675,353	3.71	%	Fixed Rate & Hedged Debt (a)	$	1,853,897	4.34	4.34	%	$	1,757,308		4.27	4.27	%
Revolving Credit Facility & Other Variable Rate Debt	Revolving Credit Facility & Other Variable Rate Debt	146,669		6.86	%	713,717		3.32	%	Revolving Credit Facility & Other Variable Rate Debt	—		—	—	%	146,669			6.86	6.86	%

Totals/Weighted Average:	Totals/Weighted Average:	$	1,903,977	4.47	%	$	2,389,070	3.60	%
Totals/Weighted Average:
Totals/Weighted Average:											$	1,853,897	4.34		%	$	1,903,977		4.47		%

(a) As of December 31, ~~2022~~2023 and ~~2021,~~2022, includes debt with interest rate caps outstanding with a notional amount of ~~$485~~$304.5 million and ~~$75~~$485.0 million, respectively.

10. EMPLOYEE BENEFIT 401(k) PLANS

Employees of the General Partner, who meet certain minimum age and service requirements, are eligible to participate in the Veris Residential, Inc. 401(k) Savings/Retirement Plan (the “401(k) Plan”). Eligible employees may elect to defer from one percent up to 60 percent of their annual compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law. The ~~amounts contributed by employees are immediately vested and non-forfeitable. The~~ Company may make discretionary matching or profit sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year. Participants are always 100 percent vested in their pre-tax and post-tax contributions, ~~and will begin vesting in~~as well as any matching or profit sharing contributions made on their behalf ~~after two years of service with the Company at a rate of 20 percent per year, becoming 100 percent vested after a total of six years of service with~~by the Company. All contributions are allocated as a percentage of compensation of the eligible participants for the Plan year. The assets of the 401(k) Plan are held in trust and a separate account is established for each participant. A participant may receive a distribution of his or her vested account balance in the 401(k) Plan in a single sum or in installment payments upon his or

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her termination of service with the Company. Total expense recognized by the Company for the 401(k) Plan for the years ended December 31, 2023, 2022 and 2021 ~~and 2020~~ was $507 thousand, $631 thousand ~~$537 thousand~~ and ~~$771~~$537 thousand, respectively.

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11. DISCLOSURE OF FAIR VALUE OF ASSETS AND LIABILITIES

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities at December 31, ~~2022~~2023 and ~~2021.~~2022. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Items Measured at Fair Value on a Recurring Basis

Cash equivalents, receivables, notes receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of December 31, ~~2022~~2023 and ~~2021.~~2022.

The fair value of the Company’s long-term debt, consisting of ~~revolving credit facility and~~ mortgages, loans payable and other obligations aggregated approximately $1.8 billion and ~~$2.4~~$1.8 billion as compared to the book value of approximately $1.9 billion and ~~$2.4~~$1.9 billion as of December 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The fair value of the Company’s long-term debt was valued using level 3 inputs (as provided by ASC 820, Fair Value Measurements and Disclosures). The fair value was estimated using a discounted cash flow analysis based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The fair value of the mortgage debt was determined by discounting the future contractual interest and principal payments by a market rate.

Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy.

~~The notes receivable by the Company are presented~~Items Measured at the lower of cost basis or net amount expected to be collected in accordance with ASC 326. For its seller-financing note receivable provided to the buyers of the Metropark portfolio, the Company calculated the net present value of contractual cash flows of the total receivable. The Company accordingly recordedFair Value on a loan loss allowance charge of $26 thousand at December 31, 2022, which was deducted from the amortized cost basis of the note receivable. Such charge was recorded in Interest and other investment income (loss) for the year ended December 31, 2022. See Note 5: Deferred charges and other assets, net.Non-Recurring Basis (Including Impairment Charges)

The fair value measurements used in the evaluation of the Company’s rental properties for impairment analysis are considered to be Level 3 valuations within the fair value hierarchy, as there are significant unobservable assumptions. Assumptions that were utilized in the fair value calculations include, but are not limited to, discount rates, market capitalization rates, expected lease rental ~~rates, room rental and food and beverage revenue~~ rates, third-party broker information and information from potential buyers, as applicable.

Valuations of real estate identified as held for sale are based on estimated sale prices, net of estimated selling costs, of such property. In the absence of an executed sales agreement with a set sales price, management’s estimate of the net sales price may be based on a number of unobservable assumptions, including, but not limited to, the Company’s estimates of future cash flows, market capitalization rates and discount rates, if applicable. For developable land, an estimated per-unit market value assumption is also considered based on development rights or plans for the land.

AsThe following table presents information about assets for which we recorded an impairment charge and that were measured at fair value on a non-recurring basis:


	Years Ended December 31,
	2023				2022				2021
(dollars in thousands)	Fair Value Measurements		Impairment Charges		Fair Value Measurements		Impairment Charges		Fair Value Measurements		Impairment Charges
Investment in Real Estate	$	169,839	$	45,471	$	314,512	$	116,718	$	421,053	$	34,241
Goodwill	—		—		—		—		—		2,945

The impairment charges described below are reflected within Property impairments, Land and other impairments, net or Unrealized gains (losses) on disposition of rental property for real estate in our Consolidated Statements of Operations. For properties classified as discontinued operations as of December 31, 2023, the impairment charges described below are reflected within the Discontinued operations section in our Consolidated Statements of Operations for all periods presented.

Impairment charges, and their related triggering events and fair value measurements, recognized during the years ended December 31, 2023, 2022 ~~significant unobservable assumptions that~~and 2021 were ~~utilized~~as follows:

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2023 — During the year ended December 31, 2023, the Company recognized impairment charges for the following properties in order to reduce their carrying values to their estimated fair values, as follows:

•$32.5 million on one office property due to the shortening of its expected hold period; the fair value ~~calculation included:~~measurement was determined by estimating discounted cash flows using two significant unobservable inputs, which were the cash flow discount rate (11%) and terminal capitalization rate (9%);

~~Description~~•$3.6 million on one office property based on its estimated selling price; the property was sold in September 2023;

Primary Valuation
Techniques

Unobservable
Assumptions

Location
Type

Range of
Rates

~~Properties held and used on which the Company recognized impairment losses~~

~~Discounted cash flows~~

~~Discount rates~~

~~Waterfront~~

~~7.50% - 13.0%~~

~~Residual cap rates~~

~~Waterfront~~

~~5.50% - 8.75%~~

•$9.3 million on three land parcels based on their estimated selling prices.

2022 — During the year ended December 31, 2022, the Company recognized ~~an unrealized held~~impairment charges for ~~sale loss allowance of $12.5 million ($4.4 million of which is included~~the following properties in ~~discontinued operations) and also recorded land and other impairments of $6.4 million during the year ended December 31, 2022.~~order to reduce their carrying values to their estimated fair values, as follows:

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~~The Company recorded an impairment charge of $94.8~~$94.8 million on ~~certain~~four office properties ~~held~~due to the shortening of their expected hold periods; the fair value measurement was determined by estimating discounted cash flows using two significant unobservable inputs, which were the cash flow discount rate (range of 7.5% to 13%) and ~~used for~~terminal capitalization rate (range of 5.5% to 8.75%); the ~~year ended December 31, 2022 and $2.9~~properties were sold during 2023;

•$12.5 million on two hotels and one office property based on their estimated selling price; the properties were sold during 2023;

•$9.4 million on four land parcels based on their estimated selling prices. One parcel of the ~~consolidated statement of operations for the year ended December 31,~~land was sold in November 2022.

2021 — During the year endedDecember 31, 2021, the Company ~~determined that,~~recognized impairment charges for the following properties in order to reduce their carrying values to their estimated fair values, as follows:

•$6.0 million on one office property due to the shortening of its expected hold ~~period, it~~period; the fair value measurement was ~~necessary to reduce~~determined by estimating discounted cash flows using two significant unobservable inputs, which were the ~~carrying value of one office~~cash flow discount rate (8.0%) and terminal capitalization rate (5.75%); the property ~~and its land parcels to their estimated fair values. Accordingly, the Company recorded an impairment charge of $6.0 million on the office asset, which is included~~was sold in property impairments on the consolidated statement of operations, and $14.3 million on the land parcels in land and other impairments on the consolidated statement of operations for the year ended December 31, 2021. The Company also recorded an impairment charge of January 2022;

•$7.4 million on ~~its hotel assets, which is included in property impairments~~two hotels due to the adverse effect of the COVID-19 pandemic has had on the ~~consolidated statement of operations at~~ ~~December 31, 2021.~~

~~Disclosure about~~hotel operations; the fair value ~~of assets~~measurement was determined by estimating discounted cash flows using two significant unobservable inputs, which were the cash flow discount rate (8.67%) and ~~liabilities is~~terminal capitalization rate (6.5%); the two hotels were sold in February 2023;

•$20.8 million on several land parcels based on ~~pertinent information available to management as of December 31, 2022 and 2021.~~their estimated selling price;

~~The ongoing impact of COVID-19 worldwide has impacted global economic activity and continues to cause volatility in financial markets. The extent to~~•$2.9 million on goodwill which ~~COVID-19 impacts the Company’s fair value estimates in the future will depend~~was fully impaired based on developments going forward, many of which are highly uncertain and cannot be predicted. In consideration of the magnitude of such uncertainties under the current climate, management has considered all available information at its properties and in the marketplace to provide its estimates as of December 31, 2022.management's impairment test.

12. COMMITMENTS AND CONTINGENCIES

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:

Pilot Payments
PILOT 2022 2021 2020
Property Name Location Asset Type Expiration Dates (Dollars in Thousands)
Port Imperial South 1/3 Garage (a) Weehawken, NJ Parking Garage 12/2020 $ — $ — $ 303
BLVD 475 (Monaco) (b) Jersey City, NJ Multifamily 2/2021 — 443 1,811
111 River Street (c) Hoboken, NJ Office 4/2022 — 1,470 1,470
Harborside Plaza 4A (d) Jersey City, NJ Office 2/2022 — 1,057 1,062
Harborside Plaza 5 (e) Jersey City, NJ Office 6/2022 — 4,324 4,415
BLVD 401 (Marbella 2) (f) Jersey City, NJ Multifamily 4/2026 1,692 1,277 1,151
RiverHouse 11 at Port Imperial (g) Weehawken, NJ Multifamily 7/2033 1,514 1,369 1,143
Port Imperial 4/5 Hotel (h) Weehawken, NJ Hotel 12/2033 2,925 2,925 2,161
RiverHouse 9 at Port Imperial (i) Weehawken, NJ Multifamily 6/2046 1,295 350 —
Haus 25 (j) Jersey City, NJ Mixed-Use (i) 975 — —
The James (k) Park Ridge, NJ Multifamily 6/2051 318 — —
Total Pilot taxes $ 8,719 $ 13,215 $ 13,516


				PILOT Payments
			PILOT	2023		2022		2021
Property Name	Location	Asset Type	Expiration Dates	(Dollars in Thousands)
BLVD 475 (Monaco) (a)	Jersey City, NJ	Multifamily	2/2021	—		—		443
111 River Street (b)	Hoboken, NJ	Office	4/2022	—		—		1,470
Harborside Plaza 4A (c)	Jersey City, NJ	Office	2/2022	—		—		1,057
Harborside Plaza 5 (d)	Jersey City, NJ	Office	6/2022	—		—		4,324
BLVD 401 (Marbella 2) (e)	Jersey City, NJ	Multifamily	4/2026	1,754		1,692		1,277
RiverHouse 11 at Port Imperial (f)	Weehawken, NJ	Multifamily	7/2033	1,735		1,514		1,369
Port Imperial 4/5 Hotel (g)	Weehawken, NJ	Hotel	12/2033	224		2,925		2,925
RiverHouse 9 at Port Imperial (h)	Weehawken, NJ	Multifamily	6/2046	1,608		1,295		350
Haus25 (i)	Jersey City, NJ	Mixed-Use	3/2047	2,619		975		—
The James (j)	Park Ridge, NJ	Multifamily	6/2051	714		318		—

Total Pilot taxes				$	8,654	$	8,719	$	13,215

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(a)Taxes to be paid at 100 percent on the land value of the project only over five year period and allows for a phase in of real estate taxes on the building improvement value at zero percent in year one and 95 percent in years two through five.

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

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

~~(d)~~(c)The ~~annual PILOT is equal to two percent~~property was disposed of ~~Total Project Costs, as defined. The total Project Costs are $49.5 million.~~in the third quarter of 2023.

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

~~(f)~~(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.

~~(g)~~(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.

~~(h)~~(g)The annual PILOT is equal to two percent of Total Project Costs, as defined. The property was disposed of during the first quarter of 2023.

~~(i)~~(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.

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~~(j)~~(i)~~For a term of 25 years following substantial completion, which occured in the second quarter of 2022.~~ The annual PILOT is equal to seven percent of Gross Revenues, as ~~defined.~~defined, for a term of 25 years following the substantial completion which occurred in April 2022.

~~(k)~~(j)The property was acquired in July 2022. 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.

OFFICE AND GROUND LEASE AGREEMENTS

Future minimum rental payments under the terms of all non-cancelable office and ground leases under which the Company is the lessee, as of December 31, ~~2022,~~2023, are as follows (dollars in thousands):


	As of December 31, 2023
Year	Amount
2024	$	1,272
2025	1,279
2026	1,279
2027	1,280
2028	494
2029 through 2101	31,447
Total lease payments	37,051
Less: imputed interest	(29,700)

Total	$	7,351

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	As of December 31, 2022
Year	Amount
2023	$	192
2024	192
2025	199
2026	199
2027	200
2028 through 2101	31,664
Total lease payments	32,646
Less: imputed interest	(29,418)

Total	$	3,228

As of December 31, 2021
Year 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~~Office and ground lease expense incurred by the Company for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 amounted to $2.0 million, $0.9 million ~~$1.8 million~~ and ~~$1.6~~$1.8 million, respectively.

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~~In accordance with ASU 2016-02 (Topic 842), the~~The Company ~~capitalized~~had classified operating leases for one office and two ground leases, which had ~~a balance~~balances of ~~$2.9~~$4.1 million and $2.1 million, respectively, at December 31, ~~2022.~~2023. Such ~~amount represents~~amounts represent the net present value (“NPV”) of future payments detailed above. The office and two ground leases used incremental borrowing ~~rate used~~rates of 6.0 percent and 7.6 percent, respectively, to arrive at the NPV ~~was 7.618 percent for the~~and have weighted average remaining ~~ground~~ lease ~~term 82.58~~terms of 4.3 years ~~each.~~and 77.6 years, respectively. 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 office and ground leases and calculating notional rates for fully-collateralized loans.

~~MANAGEMENT CHANGES~~

InThe initial recognition of a lease liability and right-of-use asset in an amount of $4.7 million for the ~~first quarter of 2022, the Company announced~~office lease is 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 serves 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~~noncash activity during the year ended December 31, 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 $14.1 million, which was included in general and administrative expense.2023.

OTHER

As of December 31, ~~2022,~~2023, the Company has outstanding stay-on award agreements with 2620 select 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 ~~$1.6~~$2.8 million, including the potential future issuance of up to ~~40,919~~42,095 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.

13. TENANT LEASES

The Company’s consolidated office ~~properties are~~property is leased to tenants under operating leases with various expiration dates through ~~2038.~~2034. Substantially all of the commercial leases provide for annual base rents plus recoveries and escalation charges based upon the tenant’s proportionate share of and/or increases in real estate taxes and certain operating costs, as defined, and the pass-through of charges for electrical usage.

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Future minimum rentals to be received under non-cancelable commercial operating leases (excluding properties classified as discontinued operations) at December 31, ~~2022~~2023 and ~~2021~~2022 are as follows (dollars in thousands):


		As of December 31, 2022
	As of December 31, 2023						As of December 31, 2023
Year	Year	Amount		Year	Amount
2023		$	60,353
2024	2024	55,461
2025	2025	51,495
2026	2026	49,170
2027	2027	46,501
2028 and thereafter		277,324
2028
2029 and thereafter

Total	Total	$	540,304
Total
Total					$	45,572

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		As of December 31, 2021
	As of December 31, 2022						As of December 31, 2022
Year	Year	Amount		Year	Amount
2022		$	115,256
2023	2023	114,355		2023	$	14,798
2024	2024	98,374		2024	12,231
2025	2025	94,042		2025	10,952
2026	2026	91,297		2026	8,822
2026 and thereafter		416,712
2027				2027	5,748
2028 and thereafter				2028 and thereafter	7,819

Total	Total	$	930,036
Total
Total					$	60,370

Multifamily rental property residential leases are excluded from the above table as they generally expire within one year.

14. REDEEMABLE NONCONTROLLING INTERESTS

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interests and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Noncontrolling interests in subsidiaries within the equity section on the Company’s Consolidated Balance Sheet.Rockpoint Transactions

~~Rockpoint Transaction~~2023 Transactions

On ~~February 27, 2017, the Company,~~April 5, 2023, Veris Residential Trust (“VRT”), ~~formerly known as Roseland Residential Trust,~~ the Company’s subsidiary through which the Company conducts its multifamily residential real estate operations, exercised its right to purchase and redeem direct and indirect interests (the “Put/Call Interests”) in preferred units of limited partnership interests in VRLP (the "Preferred Units") from certain affiliates of Rockpoint Group, L.L.C. (Rockpoint Group, L.L.C. and its affiliates, collectively, “Rockpoint”). On April 6, 2023, Rockpoint exercised its right under the Veris Residential Partners, L.P. (“VRLP”) Partnership Agreement to defer the closing of VRT’s purchase and redemption of the Put/Call Interests for one year. The exercise of the call right caused Rockpoint's interests to be reclassified as mandatorily redeemable noncontrolling interests under the accounting guidance, and included within the Total liabilities on the Company's Consolidated Balance Sheets. The impact of subsequent change in redemption value at each period end is recorded as interest cost. The carrying amount is not reduced below the initial measurement amount.

On July 25, 2023, VRT and the Operating Partnership entered into the Rockpoint Purchase Agreement with Rockpoint pursuant to which VRT and the Operating Partnership acquired from Rockpoint all of the Preferred Units that constituted the Put/Call Interests for an aggregate purchase price of approximately $520 million. Under the terms of the Rockpoint Purchase Agreement, the Original Investment Agreement and the Add On Investment Agreement have been terminated and are of no further force and effect (other than certain tax and related indemnification rights and obligations), ~~formerly known~~Rockpoint ceased to be, direct or indirect, as ~~Roseland Residential, L.P.,~~applicable, members of VRLP, and all obligations of VRT and VRLP and all rights, title

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and interest of Rockpoint in and pursuant to the VRLP Partnership Agreement (except for certain tax, confidentiality and indemnification rights and obligations) and all other agreements by and between the General Partner, the Operating Partnership, VRT, VRLP and Rockpoint were terminated, including without limitation all provisions relating to the valuation and repurchase of the Put/Call Interests. As a result of the redemption, the Company recorded the change in redemption value of approximately $34.8 million as Interest cost of mandatorily redeemable noncontrolling interests on the Company's Consolidated Statements of Operations.

Transactions prior to 2023

Previously, on February 27, 2017, the Company, VRT, VRLP, the operating partnership through which VRT conducts all of its operations, and certain other affiliates of the Company entered into a preferred equity investment agreement (the “Original Investment Agreement”) with ~~certain affiliates of Rockpoint Group, L.L.C. (Rockpoint Group, L.L.C. and its affiliates, collectively, “Rockpoint”). The~~Rockpoint. Under the Original Investment Agreement, ~~provided for~~ VRT ~~to contribute~~contributed property to VRLP in exchange for common units of limited partnership interests in VRLP (the “Common Units”) and for multiple equity investments by Rockpoint in VRLP ~~from time to time~~ for ~~up to~~ an aggregate of $300 million of ~~preferred units of limited partnership interests in VRLP (the “Preferred Units”). The initial closing under the Original Investment Agreement occurred on March 10, 2017 for $150 million of~~ Preferred Units and the parties agreed that the Company’s contributed equity value (“VRT Contributed Equity Value”), was $1.23 billion at closing. During the year ended December 31, 2018, a total additional amount of $105 million of Preferred Units were issued and sold to Rockpoint pursuant to the Original Investment Agreement. During the year ended December 31, 2019, a total additional amount of $45 million of Preferred Units were issued and sold to Rockpoint pursuant to the Original Investment Agreement, which brought the Preferred Units to the full balance of $300 million.Units. In addition, certain contributions of property to VRLP by VRT subsequent to the execution of the Original Investment Agreement resulted in VRT being issued approximately $46 million of Preferred Units and Common Units in VRLP prior to June 26, 2019.

On June ~~26,~~28, 2019, the Company, VRT, VRLP, certain other affiliates of the Company and Rockpoint entered into an additional preferred equity investment agreement (the “Add On Investment Agreement”). The closing under the Add On Investment Agreement occurred on June 28, 2019. Pursuantpursuant to the Add On Investment Agreement, Rockpoint invested an additional $100 million in Preferred Units and the Company and VRT agreed to contribute to VRLP two additional properties located in Jersey City, New Jersey. The Company used the $100 million in proceeds received to repay outstanding borrowings under its revolving credit facility and other debt by June 30, 2019. In addition, Rockpoint has a right of first refusal to invest another $100 million in Preferred Units in the event VRT determines that VRLP requires additional capital prior to March 1, 2023 and, subject thereto, VRLP may issue up to approximately $154 million in Preferred Units to VRT or an affiliate so long as at the time of such funding VRT determines in good faith that VRLP has a valid business purpose to use such proceeds. Included in general and administrative expenses for the year ended December

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~~31, 2019 were $371 thousand in fees associated with the modifications of the Original Investment Agreement, which were made upon signing of the Add On Investment Agreement.~~

Under the terms set forth in the Third Amended and Restated Limited Partnership Agreement of ~~the new transaction with Rockpoint,~~VRLP, dated as of June 28, 2019 (the “VRLP Partnership Agreement”), the cash flow from operations of VRLP will be distributable to Rockpoint and VRT as follows:

•first, to provide a 6% annual return to Rockpoint and VRT on their capital invested in Preferred Units (the “Preferred Base Return”);

•second, 95.36% to VRT and 4.64% to Rockpoint until VRT has received a 6% annual return (the “VRT Base Return”) on the equity value of the properties contributed by it to VRLP in exchange for Common Units (previously 95% and 5%, respectively, under the Original Investment Agreement), subject to adjustment in the event VRT contributes additional property to VRLP in the future; and

•third, pro rata to Rockpoint and VRT based on total respective capital invested in and contributed equity value of Preferred Units and Common Units (based on Rockpoint’s $400 million of invested capital at December 31, ~~2022,~~2023, this pro rata distribution would be approximately 21.89% to Rockpoint in respect of Preferred Units, 2.65% to VRT in respect of Preferred Units and 75.46% to VRT in respect of Common Units).

VRLP’s cash flow from capital events will generally be distributable by VRLP to Rockpoint and VRT as follows:

•first, to Rockpoint and VRT to the extent there is any unpaid, accrued Preferred Base Return;

•second, as a return of capital to Rockpoint and to VRT in respect of Preferred Units;

•third, 95.36% to VRT and 4.64% to Rockpoint until VRT has received the VRT Base Return in respect of Common Units (previously 95% and 5%, respectively, under the Original Investment Agreement), subject to adjustment in the event VRT contributes additional property to VRLP in the future;

•fourth, 95.36% to VRT and 4.64% to Rockpoint until VRT has received a return of capital based on the equity value of the properties contributed by it to VRLP in exchange for Common Units (previously 95% and 5%, respectively, under the Original Investment Agreement), subject to adjustment in the event VRT contributes additional property to the capital of VRLP in the future;

•fifth, pro rata to Rockpoint and VRT based on respective total capital invested in and contributed equity value of Preferred and Common Units until Rockpoint has received an 11% internal rate of return (based on Rockpoint’s $400 million of invested capital at December 31, ~~2022,~~2023, this pro rata distribution would be approximately 21.89% to Rockpoint in respect of Preferred Units, 2.65% to VRT in respect of Preferred Units and 75.46% to VRT in respect of Common Units); and

•sixth, to Rockpoint and VRT in respect of their Preferred Units based on 50% of their pro rata shares described in “fifth” above and the balance to VRT in respect of its Common Units (based on Rockpoint’s $400 million of invested capital at December 31, ~~2022,~~2023, this pro rata distribution would be approximately 10.947% to Rockpoint in respect of Preferred Units, 1.325% to VRT in respect of Preferred Units and 87.728% to VRT in respect of Common Units).

In general, VRLP may not sell its properties in taxable transactions, although it may engage in tax-deferred like-kind exchanges of properties or it may proceed in another manner designed to avoid the recognition of gain for tax purposes.

In connection with the Add On Investment Agreement, on June 26, 2019, VRT increased the size of its board of trustees from six to seven persons, with five trustees being designated by the Company and two trustees being designated by Rockpoint.

~~In addition, as was the case under the Original Investment Agreement, VRT and VRLP are required to obtain Rockpoint’s consent with respect to:~~

•~~debt financings in excess of a 65% loan-to-value ratio;~~

•~~corporate level financings that are pari-passu or senior to the Preferred Units;~~

•~~new investment opportunities to the extent the opportunity requires an equity capitalization in excess of 10% of VRLP’s NAV;~~

•~~new investment opportunities located in a Metropolitan Statistical Area where VRLP owns no property as of the previous quarter;~~

•~~declaration of bankruptcy of VRT;~~

•~~transactions between VRT and the Company, subject to certain limited exceptions;~~

•~~any equity granted or equity incentive plan adopted by VRLP or any of its subsidiaries; and~~

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•~~certain matters relating to the Credit Enhancement Note (as defined below) between the Company and VRLP (other than ordinary course borrowings or repayments thereunder).~~

Under a Discretionary Demand Promissory Note (the “Credit Enhancement Note”), the Company may provide periodic cash advances to VRLP. The Credit Enhancement Note provides for an interest rate equal to the London Inter-Bank Offered Rate plus fifty (50) basis points above the applicable interest rate under the Company’s revolving credit facility. The maximum aggregate principal amount of advances at any one time outstanding under the Credit Enhancement Note is limited to $50 million, an increase of $25 million from the prior transaction.

VRT and VRLP also have agreed, as was the case under the Original Investment Agreement, to register the Preferred Units under certain circumstances in the future in the event VRT or VRLP becomes a publicly traded company.

During the period commencing on June 28, 2019 and ~~ending~~ended on March 1, 2023 (the “Lockout Period”), Rockpoint’s interest in the Preferred Units cannot be redeemed or repurchased, except in connection with (a) a sale of all or substantially all of VRLP or a sale of a majority of the then-outstanding interests in VRLP, in each case, which sale is not approved by Rockpoint, or (b) a spin-out or initial public offering of common stock of VRT, or distributions of VRT equity interests by the Company or its affiliates to shareholders or their respective parent interestholders (an acquisition pursuant clauses (a) or (b) above, an “Early Purchase”). VRT has the right to acquire Rockpoint’s interestfor certain conditions stated in the ~~Preferred Units in connection with an Early Purchase for a purchase price generally equal to (i) the amount that Rockpoint would receive upon the sale of the assets of~~ VRLP for fair market value and a distribution of the net sale proceeds in accordance with (A) the capital event distribution priorities discussed above (in the case of certain Rockpoint Preferred Holders) and (B) the distribution priorities applicable in the case of a liquidation of VRLP (in the case of the other Rockpoint Preferred Holder), plus (ii) a make whole premium (such purchase price, the “Purchase Payment”). The make whole premium is an amount equal to (i) $173.5 million until December 28, 2020, or $198.5 million thereafter, less distributions theretofore made to Rockpoint with respect to its Preferred Base Return or any deficiency therein, plus (ii) $1.5 million less certain other distributions theretofore made to Rockpoint.

The fair market value of VRLP’s assets is determined by a third party appraisal of the net asset value (“NAV”) of VRLP and the fair market value of VRLP’s assets, to be completed within ninety (90) calendar days of March 1, 2023 and annually thereafter.

Partnership Agreement. After the Lockout Period, either VRT may acquire from Rockpoint, or Rockpoint may sell to VRT, all, but not less than all, of Rockpoint’s interest in the Preferred Units (each, a “Put/Call Event”) for a purchase price equal to the Purchase ~~Payment (determined without regard~~Payments determined based on the VRLP Partnership Agreement. Upon a Put/Call Event, other than in the event

of a sale of VRLP, Rockpoint may elect to ~~the make whole premium and any related tax allocations).~~convert all, but not less than all, of its Preferred Units to Common Units in VRLP. An acquisition of Rockpoint’s interest in the Preferred Units pursuant to a Put/Call Event is generally required to be structured as a purchase of the common equity in the applicable Rockpoint entities holding direct or indirect interests in the Preferred ~~Units.~~Units (the “Put/Call Interests”). Subject to certain exceptions, Rockpoint also has a right of first offer and a participation right with respect to other common equity interests of VRLP or any subsidiary of VRLP that may be offered for sale by VRLP or its subsidiaries from time to time. Upon a Put/Call Event, other than in the event of a sale of VRLP, Rockpoint may elect to convert all, but not less than all, of its Preferred Units to Common Units in ~~VRLP.~~

AsVRLP.As such, the Preferred Units ~~contain~~contained a substantive redemption feature that iswas outside of the Company’s control and accordingly, ~~pursuant to ASC 480-1—S99-3A,~~ the Preferred Units ~~are~~were previously classified in mezzanine equity measured based on the estimated future redemption value ~~as of December 31, 2022.~~ before the redemption right was exercised.

The Company ~~determines~~determined the redemption value of these interests by hypothetically liquidating the estimated NAV of the VRT real estate portfolio including debt principal through the applicable waterfall provisions of the ~~new~~ transaction with Rockpoint. The estimation of NAV ~~includes~~included unobservable inputs that consider assumptions of market participants in pricing the underlying assets of VRLP. For properties under development, the Company ~~applies~~applied a discount rate to the estimated future cash flows allocable to the Company during the period under construction and then applies a direct capitalization method to the estimated stabilized cash flows. For operating properties, the direct capitalization method iswas used by applying a capitalization rate to the projected net operating income. For developable land holdings, an estimated per-unit market value assumption iswas considered based on development rights or plans for the land. Estimated future cash flows used in such analyses ~~are~~were based on the Company’s business plan for each respective property including capital expenditures, management’s views of market and economic conditions, and ~~considers~~considered items such as current and future rental rates, occupancies and market transactions for comparable properties. The estimated future redemption value of the Preferred Units, including current preferred return payments of $2.0 million, iswas approximately ~~$475.2~~$487.6 million ~~as of December 31, 2022.~~before the redemption occurred on July 25, 2023.

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Preferred Units

~~On February 3, 2017, the~~The Operating Partnership has issued ~~42,800 shares~~two classes of ~~a new class of 3.5 percent Series A~~ Preferred Limited Partnership Units of the Operating Partnership (the ~~“Series A~~“Preferred Units”). The Series A Units were issued to the Company’s partners in the Plaza VIII & IX Associates L.L.C. joint venture that owns a development site adjacent to the Company’s Harborside property in Jersey City, New Jersey as non-cash consideration for their approximate 37.5 percent interest in the joint venture.

Each Series A Unit has a stated value of $1,000, pays dividends quarterly at an annual rate of 3.5 percent (subject to increase under certain circumstances), is convertible into 28.15 common units of limited partnership interestskey terms of the Operating Partnership beginning generally five years from the date of issuance, or an aggregate of up to 1,204,820 common units. The conversion rate was based on a value of $35.52 per common unit. The Series A Units have a liquidation and dividend preference senior to the common units and include customary anti-dilution protections for stock splits and similar events. The Series APreferred Units are redeemable for cash at their stated value beginning five years from the date of issuance at the option of the holder. During the year ended December 31, 2022, 12,000 Series A Units were redeemed for cash at the stated value.summarized as follows:

~~On February 28, 2017, the Operating Partnership authorized the issuance of 9,213 shares of a new class of 3.5 percent~~


	Series A Preferred Units		Series A-1 Preferred Units
Issuance date	February 2017		February and April, 2017
Number of units issued	42,800		9,213
Stated value per unit	$1,000		$1,000
Annual dividend rate paid quarterly	3.50	%	(a)
Conversion rate	28.15		27.936
Conversion value per unit	$35.52		$35.80
Maximum common unit conversion	1,204,820		257,375

(a)Series A-1 Preferred ~~Limited Partnership~~ Units of the Operating Partnership (the “Series A-1 Units”). 9,122 Series A-1 Units were issued on February 28, 2017 and an additional 91 Series A-1 Units were issued in April 2017 pursuant to acquiring additional interests in a joint venture that owns Monaco Towers in Jersey City, New Jersey. The Series A-1 Units were issued as non-cash consideration for the partner’s approximate 13.8 percent ownership interest in the joint venture.

~~Each Series A-1 Unit has a stated value of $1,000 (the “Stated Value”), pays~~pay dividends quarterly at an annual rate equal to the greater of (x) 3.50 percent, or (y) the then-effective annual dividend yield on the General Partner’s common stock.

The Series A-1 Preferred Units are pari passu with the 3.5% Series A Units issued on February 3, 2017. The Preferred Units have a liquidation and dividend preference senior to the common units and include customary anti-dilution protections for stock splits and issimilar events. The Preferred Units are convertible into ~~27.936~~ common units of limited partnership interests of the Operating Partnership beginning generally five years from the date of ~~issuance, or an aggregate of up to 257,375 Common Units. The conversion rate was based on a value of $35.80 per common unit. The Series A-1 Units have a liquidation and dividend preference senior to~~issuance. In addition, the ~~Common Units and include customary anti-dilution protections for stock splits and similar events. The Series A-1~~Preferred Units are redeemable for cash at their stated value beginning five years from the date of issuance at the option of the holder. ~~The Series A-1 Units are pari passu with~~

During the ~~3.5%~~year ended December 31, 2023 and 2022, 15,100 and 12,000 Series A Units ~~issued on~~were redeemed for cash at the stated value, respectively.

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In February ~~3, 2017.~~2024, a unit holder redeemed 5,700 Series A Units for cash at the stated value. Additionally, during February 2024, the Company received notice from a unit holder electing to have 10,000 Series A Units redeemed for cash at the stated value, which the Company expects to settle in March 2024.

Summary of Redeemable Noncontrolling Interests

The following tables set forth the changes in Mandatorily redeemable noncontrolling interests for the year ended December 31, 2023 (dollars in thousands):


	Rockpoint Interests in VRT
Balance at April 5, 2023	$	—
Reclassification from Redeemable Non-controlling Interests	479,977
Income Attributed to Noncontrolling Interests	7,365
Distributions	(9,371)
Redemption Value Adjustment	42,417
Redemption	(520,388)
Balance at December 31, 2023	$	—

The following tables set forth the changes in Redeemable noncontrolling interests within the mezzanine equity section for the ~~year~~years ended December 31, 2023 and 2022 (dollars in thousands):


		Series A and A-1 Preferred Units In VRLP		Rockpoint Interests in VRT		Total Redeemable Noncontrolling Interests
Balance January 1, 2022		$	52,324	$	468,989	$	521,313
Redeemable Noncontrolling Interests Issued		(12,000)		—		(12,000)
	Series A and A-1 Preferred Units In VRLP							Series A and A-1 Preferred Units In VRLP	Rockpoint Interests in VRT	Total Redeemable Noncontrolling Interests
Balance at January 1, 2023
Redeemable Noncontrolling Interests Redemption
Net	Net	40,324		468,989		509,313
Income Attributed to Noncontrolling Interests	Income Attributed to Noncontrolling Interests	1,471		24,063		25,534
Distributions	Distributions	(1,564)		(24,063)		(25,627)
Redemption Value Adjustment	Redemption Value Adjustment	—		6,011		6,011

Redeemable noncontrolling interests as of December 31, 2022		$	40,231	$	475,000	$	515,231
Reclassification to Mandatorily Redeemable Non-controlling Interests
Balance at December 31, 2023


	Series A and A-1 Preferred Units In VRLP		Rockpoint Interests in VRT		Total Redeemable Noncontrolling Interests
Balance at January 1, 2022	$	52,324	$	468,989	$	521,313
Redeemable Noncontrolling Interests Redemption	(12,000)		—		(12,000)
Net	40,324		468,989		509,313
Income Attributed to Noncontrolling Interests	1,471		24,063		25,534
Distributions	(1,564)		(24,063)		(25,627)

Redemption Value Adjustment	—		6,011		6,011
Balance at December 31, 2022	$	40,231	$	475,000	$	515,231

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Series A and
A-1 Preferred
Units
In VRLP
Rockpoint
Interests
in VRT
Total
Redeemable
Noncontrolling
Interests
Balance January 1, 2021 $ 52,324 $ 460,973 $ 513,297
Redeemable Noncontrolling Interests Issued — — —
Net 52,324 460,973 513,297
Income Attributed to Noncontrolling Interests 1,820 24,157 25,977
Distributions (1,820) (24,157) (25,977)
Other Distributions — — —
Redemption Value Adjustment — 8,016 8,016
Redeemable noncontrolling interests as of December 31, 2021 $ 52,324 $ 468,989 $ 521,313

15. VERIS RESIDENTIAL, INC. STOCKHOLDERS’ EQUITY AND VERIS RESIDENTIAL, L.P.’S PARTNERS’ CAPITAL

To maintain its qualification as a REIT, not more than 50 percent in value of the outstanding shares of the General Partner may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the General Partner, other than its initial taxable year (defined to include certain entities), applying certain constructive ownership rules. To help ensure that the General Partner will not fail this test, the General Partner’s Charter provides, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership. Moreover, to evidence compliance with these requirements, the General Partner must maintain records that disclose the actual ownership of its outstanding common stock and demands written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.

Partners’ Capital in the accompanying consolidated financial statements relates to (a) General Partners’ capital consisting of common units in the Operating Partnership held by the General Partner, and (b) Limited Partners’ capital consisting of common units and LTIP units held by the limited partners. See Note 16: Noncontrolling Interests in Subsidiaries.

Any transactions resulting in the issuance of additional common and preferred stock of the General Partner result in a corresponding issuance by the Operating Partnership of an equivalent amount of common and preferred units to the General Partner.

ATM PROGRAM

On November 15, 2023, we reestablished a continuous “at-the-market” offering program (“ATM Program”) with a syndicate of banks, pursuant to which shares of our common stock having an aggregate gross sales price of up to $100 million may be sold (i) directly through or to the banks acting as sales agents or as principal for their own accounts or (ii) through or to participating banks or their affiliates acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (“ATM Forwards”). Effective as of that date, the Company terminated a prior ATM Program that was established on December 13, 2021 ~~the Company entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc.~~, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Comerica Securities, Inc., Goldman Sachs & Co. LLC, R. Seelaus & Co., LLC and Samuel A. Ramirez & Company, Inc., as sales agents. Pursuantunder which we were able to ~~the Distribution Agreement, the Company may issue~~offer and sell shares of our common stock from time to time, ~~shares of common stock, par value $0.01 per share, having a combined~~up to an aggregate ~~offering~~gross sales price of ~~up to~~ $200 ~~million. The Company will pay~~million, with a ~~commission that will not exceed, but may be lower than, 2%~~syndicate of ~~the gross proceeds of all shares sold through the ATM Program.~~ banks. As of December 31, ~~2022,~~2023, the Company had not sold any shares pursuant to the ATM Program.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The General Partner has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately ~~5.5~~5.4 million shares of the General Partner’s common stock have been reserved for future issuance. The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the SEC for the approximately ~~5.5~~5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP.

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INCENTIVE STOCK PLAN

In May 2013, the General Partner established the 2013 Incentive Stock Plan (the “2013 Plan”) under which a total of 4,600,000 shares has been reserved for issuance. In June 2021, stockholders of the Company approved amendments to the 2013 Plan to increase the total shares reserved for issuance under the plan from 4,600,000 to 6,565,000 shares. At December 31, 2023, 269,072 shares remained available for issuance under the 2013 Plan.

Stock Options

In addition to stock options issued in June 2021 under the 2013 Plan, in March 2021, the General Partner granted 950,000 stock options with an exercise price equal to the closing price of the Company’s common stock on the grant date of $15.79 per share to the Chief Executive Officer as an employment “inducement award” that is intended to comply with New York Stock Exchange Rule 303A.08. In April 2022, the General Partner granted 250,000 stock options with an exercise price equal to the closing price of the Company’s common stock on the grant date of $16.33 per share to the Chief Investment Officer as an employment “inducement award” that is intended to comply with New York Stock Exchange Rule 303A.08. Both of these inducement awards have a three-year vesting period.

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Information regarding the Company’s stock option plans is summarized below:

Shares
Under Options Weighted
Average
Exercise
Price Aggregate
Intrinsic
Value
$(000’s)
Outstanding at January 1, 2020 ($17.31) 800,000 $ 17.31 $ 4,656
Granted, Lapsed or Cancelled 172,495 14.39
Outstanding at December 31, 2020 ($17.31) 972,495 $ 16.79 —
Granted 1,107,505 16.10
Outstanding at December 31, 2021 ($14.39 - $17.31) 2,080,000 $ 16.42 4,072
Granted 250,000 16.33
Outstanding at December 31, 2022 ($14.39 - $20.00) 2,330,000 $ 16.41 $ —
Options exercisable at December 31, 2022 1,446,667
Available for grant at December 31, 2022 1,113,036


	Shares Under Options	Weighted Average Exercise Price		Aggregate Intrinsic Value $(000’s)
Outstanding at January 1, 2021 ($17.31)	972,495	$	16.79	$	—
Granted	1,107,505	16.10
Outstanding at December 31, 2021 ($14.39 - $17.31)	2,080,000	$	16.42	4,072
Granted	250,000	16.33
Outstanding at December 31, 2022 ($14.39 - $20.00)	2,330,000	$	16.41	—
Granted	—	—
Outstanding at December 31, 2023 ($14.39 - $20.00)	2,330,000	$	16.41	$	—

Options exercisable at December 31, 2023	1,846,666

~~The weighted average fair value of options granted during the year ended December 31, 2022 was $4.40 per option.~~ The fair value of each option grant is estimated on the date of grant using the Black-Scholes model. The following ~~weighted average~~ assumptions are included in the Company’s fair value calculations of stock options granted during the ~~year~~years ended December 31, ~~2022:~~2023, 2022 and 2021:


		2022 April		2021 March		2021 June regular		2021 June premium		2020 stock options
	2022 April															2022 April		2021 March		2021 June regular	2021 June premium
Expected life (in years)	Expected life (in years)	4.0		4.5		4.6		5.3				Expected life (in years)	4.0		4.5		4.6		5.3
Risk-free interest rate	Risk-free interest rate	2.77	%	0.79	%	0.71	%	0.94	%	0.41	%	Risk-free interest rate	2.77	%	0.79	%	0.71	%	0.94	%
Volatility	Volatility	38.0	%	35.0	%	35.0	%	34.0	%	31.0	%	Volatility	38.0	%	35.0	%	35.0	%	34.0	%
Dividend yield	Dividend yield	2.6	%	1.6	%	1.5	%	1.4	%	2.7	%	Dividend yield	2.6	%	1.6	%	1.5	%	1.4	%

There were no stock options that were exercised under any stock option plans for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020.~~2021. The Company has a policy of issuing new shares to satisfy stock option exercises.

As of December 31, ~~2022~~2023 and ~~2021,~~2022, the stock options outstanding had a weighted average remaining contractual life of approximately ~~4.6~~3.6 years and ~~5.5~~4.6 years, respectively.

The Company recognized stock compensation expense related to stock options ~~expense~~ of $1.7 million, $1.2 million ~~$844 thousand~~ and ~~$446~~$844 thousand for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, respectively.

~~Appreciation-Only LTIP Units~~Restricted Stock Awards

~~In March 2019,~~The Company has issued Restricted Stock Awards ("RSAs") in the form of restricted stock units to non-employee members of the Board of Directors, which allow the holders to each receive shares of the Company’s common stock following a one-year vesting period. Vesting of the RSAs issued is based on time and service. On June 14, 2023, the Company ~~granted 625,000 Appreciation-Only LTIP Units (“AO LTIP Units”)~~issued RSAs to non-employee members of the Board of Directors, of which ~~are a class~~54,184 unvested RSAs were outstanding at December 31, 2023.

The Company recognized stock compensation expense related to RSAs of ~~partnership interests in~~$0.8 million, $0.7 million, and $0.8 million, for the ~~Operating Partnership that are intended to qualify as “profits interests” for federal income tax~~years ended December 31, 2023, 2022 and 2021, respectively.

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~~purposes. The value of vested AO LTIP Units~~Information regarding the RSAs grant activity is realized through conversion of the AO LTIP Units into common units of limited partnership interests of the Operating Partnership (the “Common Units”). The AO LTIP Units allow the former executive to earn zero to 100% of the AO LTIP Units granted on a graduated basis of 250,000, 250,000 and 125,000 AO LTIP Units if the fair market value of the Company’s common stock exceeds the threshold levels of $25.00, $28.00 and $31.00 for 30 consecutive days prior to March 13, 2023.summarized below:

Upon conversion of AO LTIP Units to Common Units, a special cash distribution will be granted equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Common Units during the period from the grant date of the AO LTIP Units through the date of conversion in respect of each such AO LTIP Unit, on a per unit basis.


	Shares	Weighted-Average Grant – Date Fair Value
Outstanding at January 1, 2021	52,974	$	15.29
Granted	39,529	17.71
Vested	(52,974)	15.29

Outstanding at December 31, 2021	39,529	$	17.71
Granted	49,784	14.06
Vested	(39,529)	17.71

Outstanding at December 31, 2022	49,784	$	14.06
Granted	54,184	16.98
Vested	(49,784)	14.06


Outstanding at December 31, 2023	54,184	$	16.98

As of December 31, ~~2022,~~2023, the Company had ~~$0.2~~$0.4 million of total unrecognized compensation cost related to unvested AO LTIP Units granted under the Company’s stock compensation plans. That cost is expected to be recognized over a remaining weighted average period of 0.3 years. The Company recognized AO LTIP unit expense of $622 thousand for each of the years ended December 31, 2022, 2021 and 2020.

~~Time-based Restricted Stock Awards and Restricted Stock Units~~

The Company has issued restricted stock units and common stock (“Restricted Stock Awards”) to officers, certain other employees and non-employee members of the Board of Directors of the General Partner, which allow the holders to each receive a certain amount of shares of the General Partner’s common stock generally over a one-year to three-year vesting period. On June 15, 2022, the Company issued Restricted Stock Awards to non-employee members of the Board of Directors of the General Partner which vest within one year, of which 49,784 unvested Restricted Stock Awards were outstanding at December 31, 2022. During the years ended December 31, 2022 and 2021, the Company granted restricted stock units to certain non-executive employees of the Company, which will vest after three years, of which 145,002 were still outstanding at December 31, 2022. Restricted Stock Awards allow holders to receive shares of the Company’s common stock upon vesting. Vesting of the Restricted Stock Awards issued is based on time and service. All currently outstanding and unvested Restricted Stock Awards provided to the officers, certain other employees, and members of the Board of Directors of the General Partner were issued under the 2013 Plan and as inducement awards.

~~Information regarding the Restricted Stock Awards grant activity is summarized below:~~

Shares Weighted-Average
Grant – Date
Fair Value
Outstanding at January 1, 2020 42,690 $ 21.08
Granted 52,974 15.29
Vested (42,690) 21.08
Outstanding at December 31, 2020 52,974 $ 15.29
Granted 39,529 17.71
Vested (52,974) 15.29
Outstanding at December 31, 2021 39,529 $ 17.71
Granted 49,784 14.06
Vested (39,529) 17.71
Outstanding at December 31, 2022 49,784 $ 14.06

~~As of December 31, 2022, the Company had $0.3 million of total unrecognized compensation cost related to unvested Restricted Stock Awards~~RSAs granted under the Company’s stock compensation plans. That cost is expected to be recognized over a weighted average period of ~~0.4~~0.5 years.

All currently outstanding and unvested RSAs provided to the non-employee members of the Board of Directors were issued under the 2013 Plan.

Long-Term Incentive PlanAwards

The Company has granted long-term incentive plans awards (“LTIP Awards”) to executive officers, senior management, and certain other employees of the ~~Company, including the General Partner’s executive officers.~~Company. LTIP Awards generally are granted in the form of restricted stock units (each, an “RSU” and collectively, the “RSU LTIP Awards”) and constitute awards under the 2013 Plan. ~~Prior to 2021,~~

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LTIP Awards were in the form of LTIP Units. LTIP Awards are typically issued from the Company’s Outperformance Plan adopted by the General Partner’s Board of Directors. Each RSU entitles the holder to one share of the General Partner's common stock upon vesting. LTIP Awards are subject to forfeiture depending on the extent that awards vest. The number of market-based and performance-based LTIP Units that actually vest for each award recipient will be determined at the end of the related measurement period.

For LTIP Awards granted in 2019, approximately 25 percent to 100 percent of the grant date fair value of the LTIP Awards were in the form of time-based awards that vest after three years and the remaining portion of the grant date fair value of the 2019 LTIP Awards and all of the 2020 LTIP Awards consist of multi-year, market-based awards. Participants of performance-based awards will only earn the full awards if, over the three year performance period, the Company achieves a 36 percent absolute total stockholder return (“TSR”) and if the Company’s TSR is in the 75th percentile of performance as compared to the office REITs in the NAREIT index for awards granted in 2019 and as compared to the REITs in the NAREIT index for awards granted in 2020. The performance period for the 2019 performance-based awards ended in 2022 and the awards were forfeited as they did not vest.

In January 2021, the Company granted LTIP Units (the “J Series 2021 LTIP Awards”) under the 2013 Plan. The J Series 2021 LTIP Awards are subject to the achievement of certain sales performance milestones with respect to commercial asset dispositions by the Company over a performance period from August 1, 2020 through December 31, 2022. These sales milestones will be based on the aggregate gross sales prices of the assets, provided that the asset will only be included in the milestone if it is sold for not less than 85 percent of its estimated net asset value, as defined in the agreement. These awards were granted to one executive who was terminated in the first quarter of 2022, and as a result of the termination, the Company has determined that these awards were fully earned based on the achievement of the maximum sales milestones

~~and vested as of the termination date which is April 1, 2022.~~

~~In 2021, the Company has adopted an annual LTIP Award grant program in the form of RSUs.~~ A portion of the RSUs are subject to time-based vesting conditions and will vest inover three-year period ("TRSUs"). In April 2022, the General Partner granted 59,707 TRSUs subject to time-vesting conditions, vesting over three ~~equal, annual installments over a~~years, to three ~~year period ending on the three year anniversary~~executive officers as “inducement awards” intended to comply with New York Stock Exchange Rule 303A.08. As of ~~the grant date.Currently,~~December 31, 2023, there are ~~507,273 awards~~781,972 TRSUs outstanding and unvested.

Another portion of the annual LTIP Awards have market-based vesting conditions ("PRSUs"), and recipients will only earn the full amount of the market-based RSUs if, over the three-year performance period, the General Partner achieves an absolute TSR target and if the General Partner’s relative TSR as compared to a group of peer REITs exceeds certain thresholds. The market-based award targets are determined annually by the compensation committee of the Board of Directors. ~~Currently,~~As of December 31, 2023, there are ~~580,415 awards~~853,430 PRSUs outstanding and unvested.

In addition, the Company has granted RSUs with a three-year cliff vest subject to the achievement of adjusted funds from operations ~~targets.~~ targets ("OPRSUs"). As of December 31, 2023, there are 660,710 OPRSUs outstanding and unvested.

The ~~2021 and 2022 RSU~~Company recognized stock compensation expense related to LTIP ~~Awards are designed to align the interests~~awards of ~~senior management to relative and absolute performance~~$13.8 million, $9.9 million, $9.8 million for each of the ~~Company over a three year performance period.~~

~~In April~~years ended December 31, 2023, 2022 the General Partner granted approximately 60,000 RSUs subject to time-vesting conditions, vesting over three years, to three executive officers as “inducement awards” intended to comply with New York Stock Exchange Rule 303A.08.

Prior to vesting, recipients of LTIP Units will generally be entitled to receive per unit distributions equal to one-tenth of the regular quarterly distributions payable on a common share but will not be entitled to receive any special distributions. Distributions with respect to the other nine-tenths of regular quarterly distributions payable on a common unit will accrue but shall only become payable upon vesting of the LTIP Unit.and 2021, respectively.

As of December 31, ~~2022,~~2023, the Company had ~~$0.9~~$9.9 million of total unrecognized compensation cost related to unvested LTIP ~~awards~~Awards granted under the Company’s stock compensation plans. That cost is expected to be recognized over a remaining weighted average period of ~~1.5~~1.7 years.

All currently outstanding and unvested RSU LTIP Awards provided to the officers, senior management and certain other employees were issued under the 2013 Plan.

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Deferred Stock Compensation Plan For Directors

The Amended and Restated Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non-employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units. The deferred stock units are convertible into an equal number of shares of common stock upon the directors’ termination of service from the Board of Directors or a change in control of the Company, as defined in the plan. Deferred stock units are credited to each director quarterly using the closing price of the Company’s common stock on the applicable dividend

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record date for the respective quarter. Each participating director’s account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

During the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020, 30,899, 17,894 and 22,086~~2021, deferred stock units earned were ~~earned,~~25,671, 30,899 and 17,894, respectively. As of December 31, ~~2022~~2023 and ~~2021,~~2022, there were ~~6,875~~77,975 and ~~37,603~~73,071 deferred stock units outstanding, respectively. Pursuant to the retirement of a director from the Board of Directors in May 2023, the Company converted 20,767 deferred stock units into shares of common stock.

EARNINGS PER SHARE/UNIT

Basic EPS or EPU excludes dilution and is computed by dividing net income available to common shareholders or unitholders by the weighted average number of shares or units outstanding for the period. Diluted EPS or EPU reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In the calculation of basic and diluted EPS and EPU, a redemption value adjustment of redeemable noncontrolling interests attributable to common shareholders or unitholders is included in the calculation to arrive at the numerator of net income (loss) available to common shareholders or unitholders.

The following information presents the Company’s results for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 in accordance with ASC 260, Earnings Per Share (dollars in thousands, except per share amounts):

Veris Residential, Inc.:


		Year Ended December 31,							Year Ended December 31,
Computation of Basic EPS	Computation of Basic EPS	2022		2021		2020		Computation of Basic EPS	2023	2022	2021
Income (loss) from continuing operations		$	(34,137)	$	(152,002)	$	(121,284)
Loss from continuing operations after income tax expense
Add (deduct): Noncontrolling interests in consolidated joint ventures	Add (deduct): Noncontrolling interests in consolidated joint ventures	3,079		4,595		2,695
Add (deduct): Noncontrolling interests in Operating Partnership	Add (deduct): Noncontrolling interests in Operating Partnership	5,202		15,739		13,831
Add (deduct): Redeemable noncontrolling interests	Add (deduct): Redeemable noncontrolling interests	(25,534)		(25,977)		(25,883)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to common shareholders	Add (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to common shareholders	(5,475)		(7,290)		(11,814)
Income (loss) from continuing operations available to common shareholders		(56,865)		(164,935)		(142,455)
Income (loss) from discontinued operations available to common shareholders		(676)		38,603		79,254
Net income (loss) available to common shareholders for basic earnings per share		$	(57,541)	$	(126,332)	$	(63,201)
Loss from continuing operations available to common shareholders
Loss from discontinued operations available to common shareholders
Net loss available to common shareholders for basic earnings per share

Weighted average common shares
Weighted average common shares
Weighted average common shares	Weighted average common shares	91,046		90,839		90,648

Basic EPS:	Basic EPS:
Income (loss) from continuing operations available to common shareholders		$	(0.62)	$	(1.82)	$	(1.57)
Income (loss) from discontinued operations available to common shareholders		(0.01)		0.43		0.87
Net income (loss) available to common shareholders		$	(0.63)	$	(1.39)	$	(0.70)
Basic EPS:
Basic EPS:
Loss from continuing operations available to common shareholders
Loss from continuing operations available to common shareholders
Loss from continuing operations available to common shareholders
Loss from discontinued operations available to common shareholders
Net loss available to common shareholders

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Year Ended December 31,
Computation of Diluted EPS 2022 2021 2020
Net income (loss) from continuing operations available to common shareholders $ (56,865) $ (164,935) $ (142,455)
Add (deduct): Noncontrolling interests in Operating Partnership (5,202) (15,739) (13,831)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to the Operating Partnership unitholders (548) (726) (1,254)
Income (loss) from continuing operations for diluted earnings per share (62,615) (181,400) (157,540)
Income (loss) from discontinued operations for diluted earnings per share (748) 42,463 87,686
Net income (loss) available for diluted earnings per share (63,363) (138,937) (69,854)
Weighted average common shares 100,265 99,893 100,260
Diluted EPS:
Income (loss) from continuing operations available to common shareholders $ (0.62) $ (1.82) $ (1.57)
Income (loss) from discontinued operations available to common shareholders $ (0.01) $ 0.43 $ 0.87
Net income (loss) available to common shareholders $ (0.63) $ (1.39) $ (0.70)


	Year Ended December 31,
Computation of Diluted EPS	2023		2022		2021
Net loss from continuing operations available to common shareholders	$	(152,741)	$	(61,812)	$	(169,725)
Add (deduct): Noncontrolling interests in Operating Partnership	(14,267)		(5,652)		(16,212)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to the Operating Partnership unitholders	(461)		(548)		(726)
Loss from continuing operations for diluted earnings per share	(167,469)		(68,012)		(186,663)
Loss from discontinued operations for diluted earnings per share	44,832		4,649		47,726
Net loss available for diluted earnings per share	$	(122,637)	$	(63,363)	$	(138,937)

Weighted average common shares	100,812		100,265		99,893

Diluted EPS:
Loss from continuing operations available to common shareholders	$	(1.66)	$	(0.68)	$	(1.87)
Loss from discontinued operations available to common shareholders	0.44		0.05		0.48
Net loss available to common shareholders	$	(1.22)	$	(0.63)	$	(1.39)

The following schedule reconciles the weighted average shares used in the basic EPS calculation to the shares used in the diluted EPS calculation (in thousands):


		Year Ended December 31,
		2022	2021	2020
Basic EPS shares		91,046	90,839	90,648
	Year Ended December 31,						Year Ended December 31,
	2023				2023	2022	2021
Basic EPS Shares
Add: Operating Partnership – common and vested LTIP units	Add: Operating Partnership – common and vested LTIP units	9,219	9,054	9,612

Diluted EPS Shares	Diluted EPS Shares	100,265	99,893	100,260
Diluted EPS Shares
Diluted EPS Shares

Contingently issuable shares under Restricted Stock Awards were excluded from the denominator during all periods presented as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator during all periods presented as such securities were anti-dilutive during the periods. Also not included in the computations of diluted EPS were the unvested LTIP Units ~~and unvested AO LTIP Units~~ as such securities were anti-dilutive during all periods presented. Unvested LTIP Units outstanding as of December 31, 2022, 2021 and 2020 were 558,084 1,246,752 and 1,722,929, respectively. Unvested restricted common stock outstanding as of December 31, 2022, 2021 and 2020 were 49,784, 39,529 and 52,974 shares, respectively. Unvested AO LTIP Units outstanding as of each of December 31, 2022, 2021 and 2020 were 625,000.

~~Dividends declared per common share for the years ended December 31, 2022, 2021 and 2020 were zero, zero and $0.40 per share, respectively.~~

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Veris Residential, L.P.:

Year Ended December 31,
Computation of Basic EPU 2022 2021 2020
Income (loss) from continuing operations $ (34,137) $ (152,002) $ (121,284)
Add (deduct): Noncontrolling interests in consolidated joint ventures 3,079 4,595 2,695
Add (deduct): Redeemable noncontrolling interests (25,534) (25,977) (25,883)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests (6,023) (8,016) (13,068)
Income (loss) from continuing operations available to unitholders (62,615) (181,400) (157,540)
Income (loss) from discontinued operations available to unitholders (748) 42,463 87,686
Net income (loss) available to common unitholders for basic earnings per unit $ (63,363) $ (138,937) $ (69,854)
Weighted average common units 100,265 99,893 100,260
Basic EPU:

Income (loss) from continuing operations available to unitholders $ (0.62) $ (1.82) $ (1.57)
Income (loss) from discontinued operations available to unitholders (0.01) 0.43 0.87
Net income (loss) available to common unitholders for basic earnings per unit $ (0.63) $ (1.39) $ (0.70)
Year Ended December 31,
Computation of Diluted EPU 2022 2021 2020
Net income (loss) from continuing operations available to common unitholders $ (62,615) $ (181,400) $ (157,540)
Income (loss) from discontinued operations for diluted earnings per unit (748) 42,463 87,686
Net income (loss) available to common unitholders for diluted earnings per unit $ (63,363) $ (138,937) $ (69,854)
Weighted average common unit 100,265 99,893 100,260
Diluted EPU:
Income (loss) from continuing operations available to common unitholders $ (0.62) $ (1.82) $ (1.57)
Income (loss) from discontinued operations available to common unitholders (0.01) 0.43 0.87
Net income (loss) available to common unitholders $ (0.63) $ (1.39) $ (0.70)


	Year Ended December 31,
Computation of Basic EPU	2023		2022		2021
Loss from continuing operations after income tax expense	$	(157,193)	$	(39,534)	$	(157,265)
Add (deduct): Noncontrolling interests in consolidated joint ventures	2,319		3,079		4,595
Add (deduct): Redeemable noncontrolling interests	(7,618)		(25,534)		(25,977)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests	(4,977)		(6,023)		(8,016)
Loss from continuing operations available to unitholders	(167,469)		(68,012)		(186,663)
Loss from discontinued operations available to unitholders	44,832		4,649		47,726
Net loss available to common unitholders for basic earnings per unit	$	(122,637)	$	(63,363)	$	(138,937)

Weighted average common units	100,812		100,265		99,893

Basic EPU:
Loss from continuing operations available to unitholders	$	(1.66)	$	(0.68)	$	(1.87)
Loss from discontinued operations available to unitholders	0.44		0.05		0.48
Net loss available to common unitholders for basic earnings per unit	$	(1.22)	$	(0.63)	$	(1.39)

	Year Ended December 31,
Computation of Diluted EPU	2023		2022		2021
Net loss from continuing operations available to common unitholders	$	(167,469)	$	(68,012)	$	(186,663)
Loss from discontinued operations for diluted earnings per unit	44,832		4,649		47,726
Net loss available to common unitholders for diluted earnings per unit	$	(122,637)	$	(63,363)	$	(138,937)

Weighted average common unit	100,812		100,265		99,893

Diluted EPU:
Loss from continuing operations available to common unitholders	$	(1.66)	$	(0.68)	$	(1.87)
Loss from discontinued operations available to common unitholders	0.44		0.05		0.48
Net loss available to common unitholders	$	(1.22)	$	(0.63)	$	(1.39)

The following schedule reconciles the weighted average units used in the basic EPU calculation to the units used in the diluted EPU calculation (in thousands):

Year Ended December 31,
2022 2021 2020
Basic EPU units 100,265 99,893 100,260
Add: Stock Options — — —
Diluted EPU Units 100,265 99,893 100,260


	Year Ended December 31,
	2023	2022	2021
Basic EPU Units	100,812	100,265	99,893

Diluted EPU Units	100,812	100,265	99,893

Contingently issuable shares under Restricted Stock Awards were excluded from the denominator during all periods presented as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator during all periods presented as such securities were anti-dilutive during the periods. Also not included in the computations of diluted EPU were the unvested LTIP Units ~~and unvested AO LTIP Units~~ as such securities were anti-dilutive during all periods presented. Unvested LTIP Units outstanding as of December 31, 2022, 2021 and 2020 were 558,084, 1,246,752 and 1,722,929, respectively. Unvested restricted common stock outstanding as of December 31, 2022, 2021 and 2020 were 49,784, 39,529 and 52,974 shares, respectively. Unvested AO LTIP Units outstanding as of each of December 31, 2022, 2021 and 2020 were 625,000.

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~~Distributions declared per common unit for the years ended December 31, 2022, 2021 and 2020 were zero, zero and $0.40 per unit, respectively.~~

16. NONCONTROLLING INTERESTS IN SUBSIDIARIES

Noncontrolling interests in subsidiaries in the accompanying consolidated financial statements relate to (i) common units (“Common Units”) and LTIP units in the Operating Partnership, held by parties other than the General Partner (“Limited Partners”), and (ii) interests in consolidated joint ventures for the portion of such ventures not owned by the Company.

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Pursuant to ASC 810, Consolidation, on the accounting and reporting for noncontrolling interests and changes in ownership interests of a subsidiary, changes in a parent’s ownership interest (and transactions with noncontrolling interests unitholders in the subsidiary) while the parent retains its controlling interest in its subsidiary should be accounted for as equity transactions. The carrying value of the noncontrolling interests shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. Accordingly, as a result of equity transactions which caused changes in ownership percentages between Veris Residential, Inc. stockholders’ equity and noncontrolling interests in the Operating Partnership that occurred during the year ended December 31, ~~2022,~~2023, the Company has increased noncontrolling interests in the Operating Partnership and decreased additional paid-in capital in Veris Residential, Inc. stockholders’ equity by approximately ~~$2.4 million as of December 31, 2022.~~$4.1 million.

NONCONTROLLING INTERESTS IN OPERATING PARTNERSHIP (applicable only to General Partner)

Common Units

During the year ended December 31, ~~2022,~~2023, the Company redeemed for cash ~~110,084~~9,229 common units at their fair value of ~~$1.8 million.~~$142 thousand.

Certain individuals and entities own common units in the Operating Partnership. A common unit and a share of Common Stock of the General Partner have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Operating Partnership. Common unitholders have the right to redeem their common units, subject to certain restrictions. The redemption is required to be satisfied in shares of Common Stock, 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, cash, or any combination thereof). If the General Partner elects to satisfy the redemption with shares of Common Stock as opposed to cash, it 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 General Partner or the Operating Partnership under any circumstances. When a unitholder redeems a common unit, noncontrolling interests in the Operating Partnership is reduced and Veris Residential, Inc. Stockholders’ equity is increased.

LTIP Units

From time to time, the Company has granted LTIP awards to executive ~~officers~~officers/senior management of the Company. All of the LTIP Awards granted through January 2021 ~~are~~were in the form of units in the Operating ~~Partnership. See Note 15: Veris Residential, Inc. Stockholders’ Equity and Veris Residential, L.P.’s Partners’ Capital – Long-Term Incentive Plan Awards.~~

~~LTIP Units are~~Partnership, which were designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. As a general matter, the profits interests characteristics of the LTIP Units mean that initially they will not be economically equivalent in value to a common unit. If and when events specified by applicable tax regulations occur, LTIP Units can over time increase in value up to the point where they are equivalent to common units on a one-for-one basis. After LTIP Units are fully vested, and to the extent the special tax rules applicable to profits interests have allowed them to become equivalent in value to common units, LTIP Units may be converted on a one-for-one basis into common units. Common units in turn have a one-for-one relationship in value with shares of the General Partner’s common stock, and are

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redeemable on a one-for-one basis for cash or, at the election of the Company, shares of the General Partner’s common stock.

~~AO LTIP Units (Appreciation-Only LTIP Units)~~

On March 13, 2019, the Company granted 625,000 AO LTIP Units pursuant to the AO Long-Term Incentive Plan Award Agreement. See Note 15: Veris Residential, Inc. Stockholders’ Equity and Veris Residential, L.P.’s Partners’ Capital – AO LTIP Units (Appreciation-Only LTIP Units).

AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profit interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a share of Common Stock exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into Common Units. The number of Common Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the fair market value of the Common Stock on the conversion date over the threshold level designated at the time the AO LTIP Unit was granted, divided by (ii) the fair market value of the Common Stock on the conversion date. AO LTIP Units, once vested, have a finite term during which they may be converted into Common Units, not in excess of ten years from the grant date of the AO LTIP Units.

Unit Transactions

The following table sets forth the changes in noncontrolling interests in subsidiaries which relate to the common units and LTIP units in the Operating Partnership for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020:~~2021:

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		Common Units/ Vested LTIP Units	Unvested LTIP Units
Balance at January 1, 2020		9,612,064	1,826,331

	Common Units/ Vested LTIP Units							Common Units/ Vested LTIP Units	Unvested LTIP Units
Balance at January 1, 2021				Balance at January 1, 2021	9,649,031		1,722,929
Redemption of common units for shares of common stock				Redemption of common units for shares of common stock	(175,257)		—
Redemption of common units	Redemption of common units	(138,615)	—	Redemption of common units	(730,850)		—
Conversion of vested LTIP units to common units	Conversion of vested LTIP units to common units	38,626	—
Vested LTIP units	Vested LTIP units	136,957	(175,583)
Issuance of units		—	1,287,568
Cancellation of units		(1)	(1,215,387)

Balance at December 31, 2020		9,649,031	1,722,929

Redemption of common units for shares of common stock		(175,257)	—
Redemption of common units		(730,850)	—
Conversion of vested LTIP units to common units		205,434
Vested LTIP units
Vested LTIP units	Vested LTIP units	65,176	(270,610)	65,176		(270,610)
Issuance of units	Issuance of units	—	334,449	Issuance of units	—		334,449
Cancellation of units	Cancellation of units	—	(540,016)	Cancellation of units	—		(540,016)

Balance at December 31, 2021	Balance at December 31, 2021	9,013,534	1,246,752
Balance at December 31, 2021
Balance at December 31, 2021					9,013,534		1,246,752

Redemption of common units for shares of common stock
Redemption of common units for shares of common stock
Redemption of common units for shares of common stock	Redemption of common units for shares of common stock	(11,508)	—	(11,508)		—
Redemption of common units	Redemption of common units	(110,084)	—	Redemption of common units	(110,084)		—
Conversion of vested LTIP units to common units	Conversion of vested LTIP units to common units	228,579	—	Conversion of vested LTIP units to common units	228,579
Vested LTIP units	Vested LTIP units	181,000	(409,579)	Vested LTIP units	181,000		(409,579)

Issuance of units		—
Cancellation of units
Cancellation of units
Cancellation of units	Cancellation of units	—	(279,089)	—		(279,089)

Balance at December 31, 2022	Balance at December 31, 2022	9,301,521	558,084
Balance at December 31, 2022
Balance at December 31, 2022					9,301,521		558,084

Redemption of common units for shares of common stock
Redemption of common units for shares of common stock
Redemption of common units for shares of common stock					(820,540)		—
Redemption of common units				Redemption of common units	(9,229)		—
Conversion of vested LTIP units to common units				Conversion of vested LTIP units to common units	452,328		—
Vested LTIP units				Vested LTIP units	(231,519)		(220,809)

Cancellation of units

Cancellation of units

Cancellation of units					—		(335,392)

Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023					8,692,561		1,883

Noncontrolling Interests Ownership in Operating Partnership

As of December 31, ~~2022~~2023 and ~~2021,~~2022, the noncontrolling interests common ~~unitholders~~unit and LTIP units holders owned ~~9.3~~8.6 percent and ~~9.0~~9.3 percent of the Operating Partnership, respectively.

NONCONTROLLING INTERESTS IN CONSOLIDATED JOINT VENTURES (applicable to General Partner and Operating Partnership)

The Company consolidates certain joint ventures in which it has ownership interests. Various entities and/or individuals hold noncontrolling interests in these ventures.

PARTICIPATION RIGHTS

The Company’s interests in a potential future development provides for the initial distributions of net cash flow solely to the Company, and thereafter, other parties have participation rights in 50 percent of the excess net cash flow remaining after the distribution to the Company of the aggregate amount equal to the sum of: (a) the Company’s capital contributions, plus (b) an IRR of 10 percent per annum.

17. SEGMENT REPORTING

The Company operates in two business segments: (i) multifamily real estate and services and (ii) commercial and other real estate. The Company provides property management, leasing, acquisition, development, construction and tenant-related services for its multifamily real estate portfolio and commercial and other real estate located in the United States. The

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~~services for its commercial and other real estate and multifamily real estate portfolio. The~~ Company’s multifamily services business also provides similar services for third parties. The Company had no revenues from foreign countries recorded for the years ended December 31, 2022, 2021 and 2020. The Company had no long lived assets in foreign locations as of December 31, 2022 and 2021. The accounting policies of the segments are the same as those described in Note 2: Significant Accounting Policies, excluding depreciation and amortization.

The Company evaluates performance based upon net operating income from the combined properties and operations in each of its real estate segments ~~(commercial~~(multifamily real estate and services, and commercial and other real ~~estate, and multifamily real estate and services)~~estate). All properties classified as discontinued operations have been excluded.

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Selected results of operations for the years ended December 31, 2023, 2022 ~~2021~~ and ~~2020,~~2021, and selected asset information as of December 31, ~~2022~~2023 and ~~2021~~2022 regarding the Company’s operating segments are as follows. Amounts for prior periods have been restated to conform to the current period segment reporting presentation (dollars in thousands):


		Commercial & Other Real Estate		Multifamily Real Estate & Services (d)		Corporate & Other (e)		Total Company
	Commercial & Other Real Estate									Commercial & Other Real Estate	Multifamily Real Estate & Services (d)	Corporate & Other (e)	Total Company
Total revenues:	Total revenues:
2022		$	131,681	$	224,732	$	(1,395)	$	355,018
2021		153,605		171,030		(1,245)		323,390
2020		148,959		156,841		1,676		307,476

Total operating and interest expenses (a):
2022		$	55,318	$	114,447	$	128,515	$	298,280
2021		63,044		108,196		108,850		280,090
2020		71,615		95,631		127,184		294,430

Equity in earnings (loss) of unconsolidated joint ventures:
2022		$	—	$	1,200	$	—	$	1,200
2021		(111)		(4,140)		—		(4,251)
2020		(2,254)		(1,578)		—		(3,832)

Net operating income (loss) (b):
2022		$	76,363	$	111,485	$	(129,910)	$	57,938
2021		90,450		58,694		(110,095)		39,049
2020		75,090		59,632		(125,508)		9,214

Total assets:
2023
2023
2023
2022	2022	$	597,459	$	3,302,188	$	21,121	$	3,920,768
2021	2021	1,216,717		3,294,226		16,375		4,527,318

Total long-lived assets (c):
Total operating and interest expenses (a):
Total operating and interest expenses (a):
Total operating and interest expenses (a):
2023
2023
2023
2022	2022	$	547,923	$	3,101,286	$	(1,330)	$	3,647,879
2021	2021	1,087,198		3,098,492		(1,309)		4,184,381

Total investments in unconsolidated joint ventures:
Equity in earnings (loss) of unconsolidated joint ventures:
Equity in earnings (loss) of unconsolidated joint ventures:
Equity in earnings (loss) of unconsolidated joint ventures:
2023
2023
2023
2022	2022	$	—	$	126,158	$	—	$	126,158
2021	2021	—		137,772		—		137,772

Net operating income (loss) (b):
Net operating income (loss) (b):
Net operating income (loss) (b):
2023
2023
2023
2022
2021

Total assets:
Total assets:
Total assets:
2023
2023
2023
2022

Total long-lived assets (c):
Total long-lived assets (c):
Total long-lived assets (c):
2023
2023
2023
2022

Total investments in unconsolidated joint ventures:
Total investments in unconsolidated joint ventures:
Total investments in unconsolidated joint ventures:
2023
2023
2023
2022

(a)Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; real estate services expenses; general and administrative, ~~acquisition-related~~transaction-related costs and interest expense, ~~(net~~net of interest ~~income).~~and other investment income and other income, net. All interest expense, net of interest and other investment income (including for property-level ~~mortgages)~~mortgages interests, and interest cost of mandatorily redeemable noncontrolling interests) is ~~excluded from segment amounts and classified in~~included under Corporate & Other for all periods.

(b)Net operating income (loss) represents total revenues less total operating and interest expenses (as defined and classified in Note “a”), plus equity in earnings (loss) of unconsolidated joint ventures, for the ~~period.~~periods.

(c)Long-lived assets are comprised of net investment in rental property and unbilled rents receivable.

(d)Segment assets and operations were owned through a consolidated and variable interest ~~entity commencing in February 2018, and which also include the Company’s consolidated hotel operations.~~entity.

(e)Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense, interest cost of mandatorily redeemable noncontrolling interests, non-property general and administrative expense), as well as intercompany eliminations necessary to reconcile to consolidated Company totals.

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Veris Residential, Inc.

The following schedule reconciles net operating income to net income (loss) available to common shareholders (dollars in thousands):


		Year Ended December 31,
		2022		2021		2020
	Year Ended December 31,																Year Ended December 31,
	2023												2023			2022	2021
Net operating income	Net operating income	$	57,938	$	39,049	$	9,214	Net operating income	$	(22,734)	$	(1,865)		$	(21,214)
Add (deduct):	Add (deduct):
Depreciation and amortization (a)	Depreciation and amortization (a)	(111,518)		(110,038)		(120,455)
Depreciation and amortization (a)
Depreciation and amortization (a)
Land and other impairments, net	Land and other impairments, net	(9,368)		(23,719)		(16,817)
Property impairments	Property impairments	(94,811)		(13,467)		(36,582)		Property impairments	(32,516)		—	—		—	—
Gain on change of control of interests		—
Realized gains (losses) and unrealized losses on disposition of rental property, net		66,115		3,022		2,657
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net								Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	—					3,023
Gain on disposition of developable land	Gain on disposition of developable land	57,262		2,115		5,787		Gain on disposition of developable land	7,068		57,262			2,115
Gain on sale from unconsolidated joint ventures		7,677		(1,886)		35,184
Gain (loss) from extinguishment of debt, net		(7,432)		(47,078)		(272)
Income (loss) from continuing operations		(34,137)		(152,002)		(121,284)
Loss on sale from unconsolidated joint venture interests								Loss on sale from unconsolidated joint venture interests	—		—			(1,886)
Loss from extinguishment of debt, net
Loss from continuing operations before income tax expense								Loss from continuing operations before income tax expense	(156,701)		(39,534)			(157,265)
Provision for income taxes
Loss from continuing operations after income tax expense
Discontinued operations	Discontinued operations
Income from discontinued operations		3,692		16,911		73,660
Income (loss) from discontinued operations
Income (loss) from discontinued operations
Income (loss) from discontinued operations									3,150		(64,704)			22,174
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	(4,440)		25,552		14,026
Total discontinued operations, net	Total discontinued operations, net	(748)		42,463		87,686
Net income (loss)		(34,885)		(109,539)		(33,598)
Net loss								Net loss	(112,361)		(34,885)			(109,539)
Noncontrolling interests in consolidated joint ventures	Noncontrolling interests in consolidated joint ventures	3,079		4,595		2,695		Noncontrolling interests in consolidated joint ventures	2,319		3,079			4,595
Noncontrolling interests in Operating Partnership		5,202		15,739		13,831
Noncontrolling interest in discontinued operations		72		(3,860)		(8,432)
Noncontrolling interests in Operating Partnership of income from continuing operations
Noncontrolling interests in Operating Partnership of income from discontinued operations								Noncontrolling interests in Operating Partnership of income from discontinued operations	(3,872)		(378)			(4,333)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	(25,534)		(25,977)		(25,883)
Net income (loss) available to common shareholders		$	(52,066)	$	(119,042)	$	(51,387)
Net loss available to common shareholders								Net loss available to common shareholders	$	(107,265)	$	(52,066)		$	(119,042)

(a) Depreciation and amortization included in each segment for the years ending December 31, 2023, 2022 and 2021 is $7.4 million, $3.9 million and ~~2020 is $29,958, $44,553 and $52,631~~$3.0 million for Commercial & Other Real Estate, ~~$80,610, $64,605~~$85.1 million, $80.6 million and ~~$66,943~~$64.6 million for Multifamily Real Estate & Services, and ~~$950, $881~~$1.1 million, $0.9 million and ~~$881~~$0.9 million for Corporate & Other, respectively.

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Veris Residential, L.P.

The following schedule reconciles net operating income to net income (loss) available to common unitholders (dollars in thousands):


		Year Ended December 31,
		2022		2021		2020
	Year Ended December 31,																Year Ended December 31,
	2023												2023			2022	2021
Net operating income	Net operating income	$	57,938	$	39,049	$	9,214	Net operating income	$	(22,734)	$	(1,865)		$	(21,214)
Add (deduct):	Add (deduct):
Depreciation and amortization (a)	Depreciation and amortization (a)	(111,518)		(110,038)		(120,455)
Depreciation and amortization (a)
Depreciation and amortization (a)
Land and other impairments, net	Land and other impairments, net	(9,368)		(23,719)		(16,817)
Property impairments	Property impairments	(94,811)		(13,467)		(36,582)		Property impairments	(32,516)		—	—		—	—
Gain on change of control of interests		—
Realized gains (losses) and unrealized losses on disposition of rental property, net		66,115		3,022		2,657
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net								Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net	—					3,023
Gain on disposition of developable land	Gain on disposition of developable land	57,262		2,115		5,787		Gain on disposition of developable land	7,068		57,262			2,115
Gain on sale from unconsolidated joint ventures		7,677		(1,886)		35,184
Gain (loss) from extinguishment of debt, net		(7,432)		(47,078)		(272)
Income (loss) from continuing operations		(34,137)		(152,002)		(121,284)
Loss on sale from unconsolidated joint venture interests								Loss on sale from unconsolidated joint venture interests	—		—			(1,886)
Loss from extinguishment of debt, net
Loss from continuing operations before income tax expense								Loss from continuing operations before income tax expense	(156,701)		(39,534)			(157,265)
Provision for income taxes
Income (loss) from continuing operations after income tax expense
Discontinued operations	Discontinued operations
Income from discontinued operations		3,692		16,911		73,660
Income (loss) from discontinued operations
Income (loss) from discontinued operations
Income (loss) from discontinued operations									3,150		(64,704)			22,174
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	(4,440)		25,552		14,026
Total discontinued operations, net	Total discontinued operations, net	(748)		42,463		87,686
Net income (loss)		(34,885)		(109,539)		(33,598)
Net loss								Net loss	(112,361)		(34,885)			(109,539)
Noncontrolling interests in consolidated joint ventures	Noncontrolling interests in consolidated joint ventures	3,079		4,595		2,695		Noncontrolling interests in consolidated joint ventures	2,319		3,079			4,595
Redeemable noncontrolling interests	Redeemable noncontrolling interests	(25,534)		(25,977)		(25,883)
Net income (loss) available to common unitholders		$	(57,340)	$	(130,921)	$	(56,786)
Net loss available to common unitholders								Net loss available to common unitholders	$	(117,660)	$	(57,340)		$	(130,921)

(a) Depreciation and amortization included in each segment for the years ending December 31, 2023, 2022 and 2021 is $7.4 million, $3.9 million and ~~2020 is $29,958, $44,552 and $52,631~~$3.0 million for Commercial & Other Real Estate, ~~$80,610, $64,605~~$85.1 million, $80.6 million and ~~$66,943~~$64.6 million for Multifamily Real Estate & Services, and ~~$950, $881~~$1.1 million, $0.9 million and ~~$881~~$0.9 million for Corporate & Other, respectively.

~~18.~~ ~~RELATED PARTY TRANSACTIONS~~

William L. Mack and David S. Mack, former directors of the General Partner and members of a group that beneficially owns more than 5% of the Company's common stock under Regulation 13D of the Securities Exchange Act of 1934 are the executive officers, directors and stockholders of a corporation that leased 5,930 square feet at one of the Company’s office properties, which was scheduled to expire in January 2025 (the Company disposed of this property in March 2020). The Company recognized $48,000 under this lease for the year ended December 31, 2020 and had no accounts receivable from the corporation as of December 31, 2022 and 2021.

In September 2020, the General Partner's Board of Directors approved a discretionary reimbursement of approximately $6.1 million in fees and expenses incurred by Bow Street LLC in connection with its proxy solicitations in 2019 and 2020 that resulted in the election of Bow Street's nominees as directors of the General Partner at the 2020 and 2021 annual meetings of stockholders of the General Partner. The Board of Directors determined that the reimbursement was appropriate in light of the benefit to the General Partner and its stockholders of the refreshment of the Board of Directors that resulted from the proxy contests. The Company reimbursed this amount to Bow Street in three substantially equal payments in November 2020, January 2021 and April 2021, which the Company has recorded the $6.1 million as general and administrative expense for the year ended December 31, 2020. Bow Street is an affiliate of A. Akiva Katz, a director of the General Partner, who is a co-founder and managing partner of Bow Street.

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VERIS RESIDENTIAL, INC., VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, ~~2022~~2023

(dollars in thousands)

SCHEDULE III


Property Location	Property Location			Property Type	Year Built		Acquired		Related Encumbrances		Initial Costs				Costs Capitalized Subsequent to Acquisition (c)		Gross Amount at Which Carried at Close of Period (a)			Total (d)		Accumulated Depreciation (b)

								Land						Building and Improvements					Land					Building and Improvements

		Property Location	Property Location			Property Type							Year Built			Acquired		Related Encumbrances							Land	Building and Improvements		Land	Costs Capitalized Subsequent to Acquisition (c)	Building and Improvements	Total (d)	Accumulated Depreciation (b)


												Land






NEW JERSEY
NEW JERSEY
NEW JERSEY	NEW JERSEY
Bergen County	Bergen County
Bergen County
Bergen County
Park Ridge	Park Ridge
Park Ridge
Park Ridge
The James
The James
The James	The James			Multifamily				2021		—				—			12,047		114,208		18		12,047		114,226	126,273	1,298

Essex County	Essex County

Essex County

Essex County
Millburn (Short Hills)
Millburn (Short Hills)
Millburn (Short Hills)	Millburn (Short Hills)
The Upton	The Upton			Multifamily	2021			—		74,467		2,850		—			91,993		2,850		91,993		94,843		5,531
The Upton
The Upton



Hudson County	Hudson County
Hudson County
Hudson County
Jersey City	Jersey City
Harborside Plaza 2				Office	1990		1996		—		17,655		101,546		85,609		8,363	196,447		204,810		95,016
Harborside Plaza 3				Office	1990		1996		—		17,655		101,878		85,277		8,363	196,447		204,810		95,016
Jersey City
Jersey City
Harborside Plaza 5	Harborside Plaza 5			Office	2002		2002		—		6,218		170,682		63,534		5,705	234,729		240,434		125,140
Harborside Plaza 6				Office	2000		2000		—		1,244		56,144		9,338		991	65,735		66,726		26,182
Harborside Plaza 5
Harborside Plaza 5
Haus25
Haus25
Haus25
Liberty Towers
Liberty Towers
Liberty Towers	Liberty Towers			Multifamily	2003		2019		264,293		66,670		328,347		7,482		66,670	335,829		402,499		28,980
BLVD 475 N/S	BLVD 475 N/S			Multifamily	2011		2017		164,929		58,761		240,871		7,645		58,761	248,516		307,277		41,041
BLVD 475 N/S
BLVD 475 N/S
Soho Lofts
Soho Lofts
Soho Lofts	Soho Lofts			Multifamily	2017		2019		159,230		27,601		224,039		5,438		27,601	229,477		257,078		25,778
BLVD 425	BLVD 425			Multifamily	2003		2018		130,546		48,820		160,740		5,234		48,820	165,974		214,794		21,852
BLVD 425
BLVD 425
BLVD 401	BLVD 401			Multifamily	2016		2019		116,545		36,595		152,440		307		36,595	152,747		189,342		16,272
Haus25				Multifamily	2022		—		295,736		53,421		420,959		—		53,421	420,959		474,380		8,482
BLVD 401
BLVD 401
Weehawken
Weehawken
Weehawken	Weehawken
100 Avenue at Port Imperial	100 Avenue at Port Imperial			Other	2016		2016		—		350		—		30,644		1,958	29,036		30,994		6,183
100 Avenue at Port Imperial
100 Avenue at Port Imperial
500 Avenue at Port Imperial	500 Avenue at Port Imperial			Other	2013		2013		31,974		13,099		56,669		(19,321)		13,099	37,348		50,447		8,895
Riverhouse 9				Multifamily	2021		—		108,998		2,686		—		154,507		2,686	154,507		157,193		6,623
Riverhouse 11				Multifamily	2018		2018		99,875		22,047		—		112,390		22,047	112,390		134,437		15,093
Residence Inn/Envue Autograph Collection				Other	2019		2015		83,964		23,660		—		86,341		15,560	94,441		110,001		16,759
500 Avenue at Port Imperial
500 Avenue at Port Imperial
RiverHouse 9 at Port Imperial
RiverHouse 9 at Port Imperial
RiverHouse 9 at Port Imperial
RiverHouse 11 at Port Imperial
RiverHouse 11 at Port Imperial
RiverHouse 11 at Port Imperial
West New York
West New York
West New York	West New York
Port Imperial North Retail	Port Imperial North Retail			Other	2008		2020		—		4,305		8,216		1,123		4,305	9,339		13,644		928
Port Imperial North Retail
Port Imperial North Retail

Monmouth County


Morris County
Morris County
Morris County
Morris Plains
Morris Plains
Morris Plains
Signature Place
Signature Place
Signature Place

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Holmdel
23 Main Street		Office	1977	2005	—	4,336	19,544	1,965	4,336	21,509	25,845		12,166

Morris County
Morris Plains
Signature Place		Multifamily	2018	2018	42,848	930	—	56,455	930	56,455	57,385		7,808

NEW YORK

NEW YORK

NEW YORK	NEW YORK
Westchester County	Westchester County
Westchester County
Westchester County
Eastchester
Eastchester
Eastchester	Eastchester
Quarry Place at Tuckahoe	Quarry Place at Tuckahoe	Multifamily	2016	2016	40,697	5,585	3,400	48,995	5,585	52,395	57,980		9,426
Quarry Place at Tuckahoe
Quarry Place at Tuckahoe



MASSACHUSETTS	MASSACHUSETTS
MASSACHUSETTS
MASSACHUSETTS
Middlesex County
Middlesex County
Middlesex County	Middlesex County
Malden	Malden
Malden
Malden
The Emery at Overlook Ridge
The Emery at Overlook Ridge
The Emery at Overlook Ridge	The Emery at Overlook Ridge	Multifamily	2020	2014	71,490	4,115	86,093	10,090	9,103	91,195	100,298		8,724



Suffolk County
Suffolk County
Suffolk County	Suffolk County
East Boston	East Boston
Portside at Pier One		Multifamily	2015	2016	58,959	—	73,713	914	—	74,627	74,627		16,546
Portside 5/6		Multifamily	2018	2018	96,721	—	37,114	77,301	—	114,415	114,415		15,988
East Boston
East Boston
Portside at East Pier
Portside at East Pier
Portside at East Pier
Portside 2 at East Pier
Portside 2 at East Pier
Portside 2 at East Pier



Worcester County	Worcester County
Worcester County
Worcester County
Worcester	Worcester
145 Front Street		Multifamily	2018	2015	62,705	4,380	—	92,237	4,380	92,237	96,617		13,828
Worcester
Worcester
145 Front at City Square
145 Front at City Square
145 Front at City Square



Projects Under Development	Projects Under Development
Projects Under Development
Projects Under Development
and Developable Land
and Developable Land
and Developable Land	and Developable Land				—	171,107	191,628	—	171,107	191,628	362,735		31,280



Furniture, Fixtures
Furniture, Fixtures
Furniture, Fixtures	Furniture, Fixtures
and Equipment	and Equipment				—	—	—	99,095	—	99,095	99,095
and Equipment
and Equipment



TOTALS	TOTALS				1,903,977	606,137	2,548,231	1,114,611	585,283	3,683,696	4,268,979	(e)	660,835
TOTALS
TOTALS

(a)The aggregate cost for federal income tax purposes at December 31, ~~2022~~2023 was approximately ~~$3.2~~$2.4 billion.

(b)Depreciation of buildings and improvements are calculated over lives ranging from the life of the lease to 40 years.

(c)These costs are net of impairments and valuation allowances recorded, if any.

~~(d)~~Includes properties classified as held for sale at December 31, 2022. The gross amount includes $93.1 million of land and $129.8 million of building improvements related to these held for sale assets at period end.

~~(e)Accumulated depreciation includes $28.9 million from assets classified as held for sale as of December 31, 2022.~~

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VERIS RESIDENTIAL, INC./VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES

NOTE TO SCHEDULE III

Changes in rental properties and accumulated depreciation for the periods ended December 31, 2023, 2022 ~~2021~~ and ~~2020~~2021 are as follows: (dollars in thousands)


		2022		2021		2020
	2023														2023			2022	2021
Rental Properties	Rental Properties
Balance at beginning of year	Balance at beginning of year	$	4,076,866	$	4,638,643	$	4,256,681
Balance at beginning of year
Balance at beginning of year										$	4,046,122		$	4,076,866		$	4,638,643
Additions	Additions	845,901		1,002,342		1,776,276		Additions		25,661			845,900			1,002,342
Real estate held for sale		(222,857)		(778,184)		(944,082)
Properties sold		(524,550)		(744,810)		(443,755)
Sales and assets held-for-sale
Impairments	Impairments	(129,237)		(27,547)		—		Impairments		(72,019)			(129,237)	(129,237)		(27,547)
Retirements/disposals	Retirements/disposals	—		(13,578)		(6,477)
Balance at end of year	Balance at end of year	$	4,046,123	$	4,076,866	$	4,638,643	Balance at end of year		$	3,391,488		$	4,046,122		$	4,076,866

Accumulated Depreciation	Accumulated Depreciation

Accumulated Depreciation

Accumulated Depreciation
Balance at beginning of year
Balance at beginning of year
Balance at beginning of year	Balance at beginning of year	$	583,416	$	656,331	$	558,617	$	631,910		$	583,416		$	656,331
Depreciation expense	Depreciation expense	102,476		102,062		104,421		Depreciation expense		94,590			102,476			102,062
Real estate held for sale		(28,924)		(159,541)		2,238
Properties sold		—				—
Sales and assets held-for-sale
Impairments	Impairments	(25,058)		(1,858)		(2,469)		Impairments		(39,502)			(25,058)	(25,058)		(1,858)	(1,858)
Retirements/disposals	Retirements/disposals	—		(13,578)		(6,476)
Balance at end of year	Balance at end of year	$	631,910	$	583,416	$	656,331	Balance at end of year		$	443,781		$	631,910		$	583,416

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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

EXHIBIT INDEX


Exhibit Number						Exhibit Title

3.1						Articles of Restatement of Veris Residential, Inc. dated September 18, 2009 (filed as Exhibit 3.2 to the Company’s Form 8-K dated September 17, 2009 and incorporated herein by reference).

3.2						Articles of Amendment to the Articles of Restatement of Veris Residential, Inc. as filed with the State Department of Assessments and Taxation of Maryland on May 14, 2014 (filed as Exhibit 3.1 to the Company’s Form 8-K dated May 12, 2014 and incorporated herein by reference).

3.3						Articles Supplementary of Veris Residential, Inc. dated June 12, 2019 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 17, 2019 and incorporated herein by reference).

3.4						Articles of Amendment to the Articles of Restatement of Veris Residential, Inc. as filed with the State Department of Assessments and Taxation of Maryland on December 7, 2021 (filed as Exhibit 3.1 to the Company’s Form 8-K dated December 7, 2021 and incorporated herein by reference).

3.5						~~Third~~Articles of Amendment to the Articles of Restatement of Veris Residential, Inc. as filed with the State Department of Assessments and Taxation of Maryland on June 16, 2023 (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated June 30, 2023 as filed with the SEC on July 26, 2023 and incorporated herein by reference).

3.6						Fourth Amended and Restated Bylaws of Veris Residential, Inc. ~~dated December 10, 2021~~ (filed as Exhibit ~~3.2~~3.2 to the Company’s Quarterly Report on Form ~~8-K~~10-Q dated ~~December 7, 2021~~June 30, 2023 as filed with the SEC on July 26, 2023 and incorporated herein by reference).

~~3.6~~3.7						Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).

~~3.7~~3.8						Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P. dated August 21, 1998 (filed as Exhibit 3.1 to the Company’s and the Operating Partnership’s Registration Statement on Form S-3, Registration No. 333-57103, and incorporated herein by reference).

~~3.8~~3.9						Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P. dated July 6, 1999 (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 6, 1999 and incorporated herein by reference).

~~3.9~~3.10						Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P. dated September 30, 2003 (filed as Exhibit 3.7 to the Company’s Form 10-Q dated September 30, 2003 and incorporated herein by reference).

~~3.10~~3.11						Fourth Amendment dated as of March 8, 2016 to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P. dated as of December 11, 1997 (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 8, 2016 and incorporated herein by reference).

~~3.11~~3.12						Fifth Amendment dated as of April 4, 2017 to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P. dated as of December 11, 1997 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 4, 2017 and incorporated herein by reference).

~~3.12~~3.13						Sixth Amendment dated as of April 20, 2018 to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P., dated as of December 11, 1997 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 20, 2018 and incorporated herein by reference).

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~~3.13~~3.14						Seventh Amendment dated as of March 13, 2019 to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P., dated as of December 11, 1997 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 19, 2019 and incorporated herein by reference).

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~~3.14~~3.15						Eighth Amendment dated as of March 28, 2019 to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P., dated as of December 11, 1997 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 28, 2019 and incorporated herein by reference).

~~3.15~~3.16						Ninth Amendment, dated as of March 24, 2020, to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P., dated as of December 11, 1997 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 26, 2020 and incorporated herein by reference).

~~3.16~~3.17						Tenth Amendment, dated as of January 4, 2021, to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P., dated as of December 11, 1997 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated January 4, 2021 and incorporated herein by reference).

~~3.17~~3.18						Eleventh Amendment, dated as of December 10, 2021, to Second Amended and Restated Agreement of Limited Partnership of Veris Residential, L.P., dated as of December 11, 1997 (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K dated December 7, 2021 and incorporated herein by reference).

~~3.18~~3.19						Certificate of Designation of 3.5% Series A Preferred Limited Partnership Units of Veris Residential, L.P. dated February 3, 2017 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 3, 2017 and incorporated herein by reference).

~~3.19~~3.20						Certificate of Designation of 3.5% Series A-1 Preferred Limited Partnership Units of Veris Residential, L.P. dated February 28, 2017 (filed as Exhibit 3.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference).

4.1						Indenture dated as of March 16, 1999, by and among Veris Residential, L.P., as issuer, Veris Residential, Inc., as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).

4.2						Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference).

10.1#						Amended and Restated Veris Residential, Inc. Deferred Compensation Plan for Directors (filed as Exhibit 10.3 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).

10.2#						Veris Residential, Inc. Amended and Restated 2013 Incentive Stock Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, File No. 333-256929, and incorporated herein by reference).

10.3						Promissory Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of The Northwestern Mutual Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008. (filed as Exhibit 10.132 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).

10.4						Promissory Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of New York Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008 (filed as Exhibit 10.133 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).

10.5						Guarantee of Recourse Obligations of Veris Residential, L.P. in favor of The Northwestern Mutual Life Insurance Company and New York Life Insurance Company dated October 28, 2008 (filed as Exhibit 10.134 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).

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10.6						Form of Amended and Restated Limited Liability Company Agreement (filed as Exhibit 10.2 to the Company's Form 8-K dated December 5, 2011 and incorporated herein by reference).

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10.7						Preferred Equity Investment Agreement among Veris Residential, Inc., Veris Residential, L.P., Mack-Cali Property Trust, Mack-Cali Texas Property, L.P., Veris Residential Trust, Roseland Residential Holding L.L.C., Veris Residential Partners, L.P., RPIIA-RLA, L.L.C. and RPIIA-RLB, L.L.C. dated as of February 27, 2017 (filed as Exhibit 10.125 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference).

10.8						Indemnity Agreement dated March 10, 2017 (filed as Exhibit 10.132 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference).

10.9#						Class AO Long-Term Incentive Plan Award Agreement dated March 13, 2019 by and between Michael J. DeMarco and Veris Residential, Inc. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 19, 2019 and incorporated herein by reference).

10.10						Preferred Equity Investment Agreement, dated as of June 26, 2019, by and among Veris Residential Partners, L.P., Veris Residential, Inc., Veris Residential, L.P., Mack-Cali Property Trust, Mack-Cali Texas Property, L.P., Veris Residential Trust, RPIIA-RLA Aggregator, L.L.C., and RPIIA-RLB, L.L.C. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.11						Third Amended and Restated Limited Partnership Agreement of Veris Residential Partners, L.P., dated as of June 28, 2019, by and among Veris Residential, Inc., Veris Residential, L.P., Veris Residential Trust, RPIIA-RLA Aggregator, L.L.C., and RPIIA-RLB, L.L.C. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.12						Amended and Restated Shareholders Agreement, dated as of June 28, 2019, by and between Veris Residential Trust, RPIIA-RLA Aggregator, L.L.C., and RPIIA-RLB, L.L.C. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.13						Amended and Restated Discretionary Demand Promissory Note, dated as of June 28, 2019, by and between Veris Residential Partners, L.P. and Veris Residential, L.P. (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.14						Amended and Restated Shared Services Agreement, dated as of June 28, 2019, by and between Veris Residential, L.P. and Veris Residential Partners, L.P. (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.15						Amended and Restated Recourse Agreement, dated as of June 28, 2019, by and among Veris Residential Trust, Veris Residential, Inc., and Veris Residential, L.P., in favor of RPIIA-Aggregator, L.L.C. and RPIIA-RLB, L.L.C. (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.16						Amended and Restated Registration Rights Agreement, dated as of June 28, 2019, by and among Veris Residential, Inc., Veris Residential, L.P., Mack-Cali Property Trust, Veris Residential Partners, L.P., Veris Residential Trust, RPIIA-Aggregator, L.L.C. and RPIIA-RLB, L.L.C. (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.17						Form of Indemnity Agreement, by and among Rockpoint Growth and Income Real estate Fund II, L.P., Veris Residential, Inc., Veris Residential, L.P., Mack-Cali Property Trust, Veris Residential Trust, and the Purchaser named therein. (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K dated July 2, 2019 and incorporated herein by reference).

10.18#						Employment Agreement, dated March 2, 2021, by and among Mahbod Nia, Mack-Cali UK Ltd., and Veris Residential, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 2, 2021 and incorporated herein by reference).

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10.19#						Stock Option Agreement between Veris Residential, Inc. and Mahbod Nia dated March 10, 2021 (filed as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2021 and incorporated herein by reference).

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10.20#						Amended and Restated Employment Agreement dated as of June 9, 2021, by and among Anna Malhari, Mack-Cali UK Ltd. And Veris Residential, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 14, 2021 and incorporated herein by reference).

10.21#						Executive Employment Agreement dated January 11, 2022 by and between Amanda Lombard and Veris Residential, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 11, 2022 and incorporated herein by reference).

10.22#						Executive Employment Agreement dated March 25, 2022 by and between Jeffrey Turkanis and Veris Residential, Inc. (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).

10.23#						Executive Employment Agreement dated March 25, 2022 by and between Taryn Fielder and Veris Residential, Inc. (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).

10.24#						Veris Residential, Inc. Clawback Policy (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 16, 2021 and incorporated herein by reference).

10.25#						Form of 2021 Restricted Stock Unit Agreement (TRSUs, PRSUs and OPRSUs) (filed as Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2021 and incorporated herein by reference.

10.26						REIT Interest and Partnership Interest Purchase Agreement among Veris Residential, L.P., Veris Residential Trust, Rockpoint Growth and Income Upper REIT Aggregator II-A, L.L.C., Rockpoint Growth and Income Lower REIT Aggregator II-A, L.L.C., Rockpoint Growth and Income Upper REIT Upsize Aggregator II-A, L.L.C., Rockpoint Growth and Income Lower REIT Upsize Aggregator II-A, L.L.C. and RPIIA-RLB, L.L.C. dated July 25, 2023 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on July 26, 2023 and incorporated herein by reference).

10.27						Revolving Credit and Term Loan Agreement dated as of ~~May 6, 2021~~July 25, 2023 among Veris Residential, L.P., as borrower, and JPMorgan Chase Bank, N.A., as ~~sole bookrunner and joint lead arranger,~~ administrative agent, ~~and a lender; Capital One, National Association, as joint leader arranger, syndication agent and a lender, and Bank of America, N.A.,~~ Goldman Sachs Bank USA, ~~The~~as syndication agent, JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA as joint bookrunners and joint arrangers, and the lenders party thereto (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on July 26, 2023 and incorporated herein by reference).

10.28						Parent Guaranty dated of ~~New York Mellon, Associated Bank, National Association,~~Veris Residential, Inc. dated July 25, 2023 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on July 26, 2023 and ~~People’s United~~incorporated herein by reference).

10.29						Subsidiary Guaranty of the subsidiary guarantors of Veris Residential, L.P. party thereto dated July 25, 2023 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on July 26, 2023 and incorporated herein by reference).

10.30						Pledge and Security Agreement by and among Veris Residential, L.P., as borrower, the subsidiary pledgees of Veris Residential, L.P. party thereto, and JPMorgan Chase Bank, N.A., as ~~lenders~~administrative agent, dated July 25, 2023 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on July 26, 2023 and incorporated herein by reference).

10.31						Veris Residential, Inc. Dodd-Frank Clawback Policy (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K ~~dated May 12, 2021~~as filed with the SEC on October 4, 2023 and incorporated herein by reference).

~~10.27~~19.1*						~~Parent Guaranty of~~ Veris Residential, Inc. ~~dated as of May 6, 2021 (filed as Exhibit 10.2 to the Company’s Current Report~~Policy on ~~Form 8-K dated May 12, 2021 and incorporated herein by reference).~~Insider Trading.

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~~10.28~~	Subsidiary Guaranty of the subsidiary guarantors a party thereto dated as of May 6, 2021 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 12, 2021 and incorporated herein by reference).

~~10.29~~	Pledge and Security Agreement dated as of May 6, 2021 among Veris Residential, L.P. and JPMorgan Chase Bank, N.A. (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 12, 2021 and incorporated herein by reference).

~~10.30~~		Pledge and Security Agreement dated as of May 6, 2021 among Veris Residential Trust and JPMorgan Chase Bank, N.A. (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated May 12, 2021 and incorporated herein by reference).

21.1*		Subsidiaries of the General Partner.

21.2*		Subsidiaries of the Operating Partnership.

23.1*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, with respect to the General Partner.

23.2*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, with respect to the Operating Partnership.

31.1*		Certification of the General Partner’s Chief Executive Officer, Mahbod Nia, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the General Partner.

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31.2*

Certification of the General Partner’s Chief Financial Officer, Amanda Lombard,, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the General Partner.

31.3*

Certification of the General Partner’s Chief Executive Officer, Mahbod Nia, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Operating Partnership.

31.4*

Certification of the General Partner’s Chief Financial Officer, Amanda Lombard,, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Operating Partnership.

32.1*

Certification of the General Partner’s Chief Executive Officer, Mahbod Nia and the General Partner’s Chief Financial Officer, Amanda ~~Lombard~~,Lombard, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the General Partner.

32.2*

Certification of the General Partner’s Chief Executive Officer, Mahbod Nia and the General Partner’s Chief Financial Officer, A ~~manda~~Amanda Lombard,, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Operating Partnership.

101.1*

The following financial statements from Veris Residential, Inc. and Veris Residential, L.P. from their combined Report on Form 10-K for the year ended December 31, ~~2022~~2023 formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.

104.1*

The cover page from this Annual Report on Form 10-K formatted in Inline XBRL.

* filed herewith

# management contract or compensatory plan or arrangement

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VERIS RESIDENTIAL, INC.

VERIS RESIDENTIAL, L.P.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Veris Residential, Inc.
	(Registrant)

Date: February ~~22, 2023~~21, 2024	By:	/s/ Mahbod Nia
		Mahbod Nia
		Chief Executive Officer
		(principal executive officer)

Date: February ~~22, 2023~~21, 2024	By:	/s/ Amanda Lombard
		Amanda Lombard
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

	Veris Residential, L.P.
	(Registrant)

	By:	Veris Residential, Inc.
		its General Partner

Date: February ~~22, 2023~~21, 2024	By:	/s/ Mahbod Nia
		Mahbod Nia
		Chief Executive Officer
		(principal executive officer)

Date: February ~~22, 2023~~21, 2024	By:	/s/ Amanda Lombard
		Amanda Lombard
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

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Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Name

Title

Date

/s/ Tammy K. Jones

Chair of the Board

February ~~22, 2023~~21, 2024

Tammy K. Jones

/s/ Mahbod Nia

Chief Executive Officer and Director

February ~~22, 2023~~21, 2024

Mahbod Nia

(principal executive officer)

/s/ Amanda Lombard

Chief Financial Officer

February ~~22, 2023~~21, 2024

Amanda Lombard

(principal financial officer and principal accounting officer)

~~/s/ Alan R. Batkin~~

~~Director~~

~~February 22, 2023~~

~~Alan R. Batkin~~

/s/ Frederic Cumenal

Director

February ~~22, 2023~~21, 2024

Frederic Cumenal

/s/ Ronald Dickerman

Director

February 21, 2024

Ronald Dickerman

/s/ A. Akiva Katz

Director

February ~~22, 2023~~21, 2024

A. Akiva Katz

/s/ Nori Gerardo Lietz

Director

February ~~22, 2023~~21, 2024

Nori Gerardo Lietz

/s/ Victor MacFarlane

Director

February ~~22, 2023~~21, 2024

Victor MacFarlane

/s/ Howard S. Stern

Director

February ~~22, 2023~~21, 2024

Howard S Stern

/s/ Stephanie L. Williams

Director

February 21, 2024

Stephanie L. Williams

~~124~~109


Retail/Garage & Hotel Properties
Property Location	Location	Year Built	Net Rentable Area (Retail SF/Rooms)	% Leased 12/31/22 (%) (a)	2022 Total Rental Revenue ($000’s) (j)
100 Avenue at Port Imperial	Weehawken, NJ	2016	8,400	100.0	3,752
500 Avenue at Port Imperial	Weehawken, NJ	2013	18,064	92.0	1,184
Port Imperial North Retail	West New York, NJ	2008	30,745	64.3	803
TOTAL RETAIL/GARAGE PROPERTIES			57,209	78.3	5,739

Hotel Properties
Envue Autograph Collection (h)	Weehawken, NJ	2019	208	—	8,723
Residence Inn at Port Imperial (h)	Weehawken, NJ	2018	164	—	6,782
TOTAL HOTEL PROPERTIES			372	—	15,505


	Percent Leased (%)
December 31,	Multifamily	Commercial (a)(b)

2022	94.4	67.9

2021	96.4	74.0

2020	85.4	78.7

2019	92.1	80.7	(c)

2018	94.2	83.2	(c)


	Number of Properties (a)	Annualized Base Rental Revenue ($) (b)	Percentage of Company Annualized Base Rental Revenue (%) (c)	Square Feet Leased	Percentage Total Company Leased Sq. Ft. (%)	Year of Lease Expiration

MUFG Bank Ltd.	1	5,688,654	8.4	137,076	7.0	2029
Collectors Universe, Inc.	1	5,544,620	8.1	146,812	7.5	(d)
E-Trade Financial Corporation	1	5,504,869	8.1	132,265	6.8	2031
Vonage America Inc.	1	5,124,000	7.5	350,000	17.9	2023
Sumitomo Mitsui Banking Corp.	1	4,624,190	6.8	111,105	5.7	2036
Arch Insurance Company	1	4,326,008	6.4	106,815	5.5	2024
Brown Brothers Harriman & Company	1	4,017,930	5.9	114,798	5.9	2026
Cardinia Real Estate LLC	1	3,238,703	4.8	79,771	4.1	2032
New Jersey City University	1	3,057,806	4.5	84,929	4.4	2035
Zurich American Insurance Company	1	2,988,810	4.4	64,414	3.3	2032
Amtrust Financial Services	1	2,614,328	3.8	76,892	3.9	2023
Tradeweb Markets LLC	1	2,413,954	3.5	65,242	3.3	2027
Sunamerica Asset Management	1	2,005,894	2.9	36,336	1.9	2023
BETMGM, LLC	1	1,863,634	2.8	49,043	2.5	2032
Whole Foods Market Services	1	1,833,355	2.7	47,398	2.5	2032

Totals		54,846,755	80.6	1,602,896	82.2


Year Of Expiration	Number Of Leases Expiring (a)	Net Rentable Area Subject To Expiring Leases (Sq. Ft.)		Percentage Of Total Leased Square Feet Represented By Expiring Leases (%)	Annualized Base Rental Revenue Under Expiring Leases ($) (b)	Average Annual Base Rent Per Net Rentable Square Foot Represented By Expiring Leases ($)	Percentage Of Annual Base Rent Under Expiring Leases (%)
2023	11	546,436		28.0	12,749,460	23.33	18.7
2024	8	162,776		8.3	6,781,459	41.66	10.0
2025	8	104,572		5.4	3,171,250	30.33	4.7
2026	4	138,553		7.1	4,900,037	35.37	7.2
2027	0	—		—	—	—	—
2028	5	88,842		4.6	3,542,684	39.88	5.2
2029	1	137,076		7.0	5,688,654	41.50	8.4
2030	0	—		—	—	—	—
2031	1	132,265		6.8	5,504,869	41.62	8.1
2032	8	313,978		16.1	12,799,977	40.77	18.8
2033 and thereafter	6	326,453		16.7	12,898,756	39.51	18.9
Totals/Weighted Average	52	1,950,951	(c)	100.0	68,037,146	34.87	100.0


Market	Property Type	Annualized Base Rental Revenue ($) (a) (b)	Percentage Of Annualized Base Rental Revenue (%)
Hudson County, NJ	Commercial/Multifamily	237,110,993	78.3
Suffolk/Worcester Counties, MA	Multifamily	38,235,682	12.6
Morris/Essex Counties, NJ	Multifamily	9,780,522	3.2
Bergen County, NJ	Multifamily	7,735,921	2.6
Monmouth County, NJ	Commercial	5,124,000	1.7
Westchester County, NY	Multifamily	5,017,670	1.7

Totals		303,004,788	100.0


	Common Stock	Common Units/Vested LTIP Units	Total
Outstanding at January 1, 2022	90,948,008	9,013,534	99,961,542
Restricted stock issued	49,784	—	49,784

Common units redeemed for common stock	11,508	(11,508)	—
Common units/vested LTIPs	181,199	—	181,199
Conversion of LTIP units for common units	—	228,579	228,579
Vested RSU/LTIP units	—	181,000	181,000
Cancellation of restricted stock	(51,000)	—	(51,000)
Shares issued under Dividend Reinvestment and Stock Purchase Plan	2,150	—	2,150
Redemption of common units	—	(110,084)	(110,084)

Outstanding at December 31, 2022	91,141,649	9,301,521	100,443,170


December 31, 2022
Debt, including current portion ($s in thousands)	2023			2024			2025			2026			2027			Thereafter			Sub-total		Other (a)		Total			Fair Value

Fixed Rate	$	61,045		$	610,361		$	8,384		$	428,780		$	313,477		$	342,441		$	1,764,488	$	(7,180)	$	1,757,308		$	1,635,357
Average Interest Rate	3.59		%	5.02		%	3.39		%	4.00		%	3.66		%	3.98		%					4.34		%

Variable Rate	$	84,000		$	—		$	—		$	63,000		$	—		$	—		$	147,000	$	(331)	$	146,669		$	146,669


	December 31, 2022		December 31, 2021
Land held for development (including pre-development costs, if any) (a)(b)	$	264,934	$	341,496
Development and construction in progress, including land (c)	205,173		694,768
Total	$	470,107	$	1,036,264


	Suburban Office Portfolio		Other Assets & Liabilities Held for Sale		Total
Land	$	4,336	$	88,507	$	92,843
Building & Other	30,389		112,165		142,554
Less: Accumulated depreciation	(12,165)		(16,759)		(28,924)
Less: Cumulative unrealized losses on property held for sale	(4,440)		(8,100)		(12,540)
Real estate held for sale, net	$	18,120	$	175,813	$	193,933


Other assets and liabilities	Suburban Office Portfolio (a)		Other Assets Held for Sale		Total
Unbilled rents receivable, net (a)	$	368	$	—	$	368
Deferred charges, net (a)	426		—		426

Total deferred charges & other assets, net	457		985		1,442
Mortgages & loans payable, net (a)	—		(85,664)		(85,664)

Accounts payable, accrued exp & other liability	(759)		(473)		(1,232)


	Assets Held for Sale
Land	$	159,968
Building & Other	618,216
Less: Accumulated depreciation	(159,538)
Real estate held for sale, net	$	618,646


Total Leverage Ratio	Interest Rate - Applicable Basis Points Above LIBOR	Interest Rate - Applicable Basis Points Above LIBOR for Alternate Base Rate Loans	Facility Fee Basis Points
<45%	125.0	25.0	20.0
≥45% and <50%	130.0	30.0	25.0
≥50% and <55% (ratio through May 6, 2021)	135.0	35.0	30.0
≥55%	160.0	60.0	35.0


	Shares	Weighted-Average Grant – Date Fair Value
Outstanding at January 1, 2020	42,690	$	21.08
Granted	52,974	15.29
Vested	(42,690)	21.08

Outstanding at December 31, 2020	52,974	$	15.29
Granted	39,529	17.71
Vested	(52,974)	15.29

Outstanding at December 31, 2021	39,529	$	17.71
Granted	49,784	14.06
Vested	(39,529)	17.71


Outstanding at December 31, 2022	49,784	$	14.06