UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023March 31, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number: 1-13274 Veris Residential, Inc.
Commission File Number: 333-57103 Veris Residential, L.P.
Veris Residential, Inc.VERIS RESIDENTIAL, INC.
Veris Residential,VERIS RESIDENTIAL, L.P.
(Exact name of registrant as specified in its charter)
Maryland (Veris Residential, Inc.)22-3305147 (Veris Residential, Inc.)
Delaware (Veris Residential, L.P.)22-3315804 (Veris Residential, L.P.)
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Harborside 3, 210 Hudson St., Ste. 400, Jersey City, New Jersey07311
(Address of principal executive offices)(Zip Code)
(732) 590-1010
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
Veris Residential, Inc.:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareVRENew York Stock Exchange
Veris Residential, L.P.:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.
Veris Residential, Inc.
Yes ☒ No ☐
Veris Residential, L.P.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Veris Residential, Inc.
Yes ☒ No ☐
Veris Residential, L.P.
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Veris Residential, Inc.:
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging Growth Company ☐
Veris Residential, L.P.:
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Veris Residential, Inc.    ☐
Veris Residential, L.P.               ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Veris Residential, Inc.
Yes ☐ No ☒
Veris Residential, L.P.
Yes ☐ No ☒
As of July 24, 2023,April 22, 2024, there were 92,064,71392,583,859 shares of Veris Residential, Inc.’s Common Stock, par value $0.01 per share, outstanding.
Veris Residential, L.P. does not have any class of common equity that is registered pursuant to Section 12 of the Exchange Act.


EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2023March 31, 2024 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 June 30, 2023,March 31, 2024, the General Partner owned an approximate 91.291.4 percent common unit interest in the Operating Partnership. The remaining approximate 8.88.6 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-termlong term incentive plan units of the Operating Partnership pursuant to the General Partner’s executive compensation plans.
A Common Unit of the Operating Partnership and a share of common stock of the General Partner (the “Common Stock”) have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Company. The General Partner owns a number of common units of the Operating Partnership equal to the number of issued and outstanding shares of the General Partner’s common stock. Common unitholders (other than the General Partner) have the right to redeem their Common Units, subject to certain restrictions under the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”) and agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance. The redemption is required to be satisfied in shares of Common Stock of the General Partner, cash, or a combination thereof, calculated as follows: one share of the General Partner’s Common Stock, or cash equal to the fair market value of a share of the General Partner’s Common Stock at the time of redemption, for each Common Unit. The General Partner, in its sole discretion, determines the form of redemption of Common Units (i.e., whether a common unitholder receives Common Stock of the General Partner, cash, or any combination thereof). If the General Partner elects to satisfy the redemption with shares of Common Stock of the General Partner as opposed to cash, the General Partner is obligated to issue shares of its Common Stock to the redeeming unitholder. Regardless of the rights described above, the common unitholders may not put their units for cash to the Company or the General Partner under any circumstances. With each such redemption, the General Partner’s percentage ownership in the Operating Partnership will increase. In addition, whenever the General Partner issues shares of its Common Stock other than to acquire Common Units, the General Partner must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to the General Partner an equivalent number of Common Units. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.
The Company believes that combining the quarterly reports on Form 10-Q of the General Partner and the Operating Partnership into this single report provides the following benefits:
•enhance investors’ understanding of the General Partner and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business of the Company;
•eliminate duplicative disclosure and provide a more streamlined and readable presentation because a substantial portion of the disclosure applies to both the General Partner and the Operating Partnership; and
•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
The Company believes it is important to understand the few differences between the General Partner and the Operating Partnership in the context of how they operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of the General Partner. The General Partner does not have any significant assets, liabilities or operations, other than its interests in the Operating Partnership, nor does the Operating Partnership have employees of its own. The Operating Partnership, not the General Partner, generally executes all
2

significant business relationships other than transactions involving the securities of the General Partner. The Operating Partnership holds substantially all of the assets of the General Partner, including ownership interests in joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the General Partner, which are contributed to the capital of the Operating Partnership in consideration of common or preferred units in the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources include working capital, net cash provided by operating activities, borrowings under the Company’s revolving credit facility, the issuance of secured and unsecured debt and equity securities, and proceeds received from the disposition of properties and joint ventures.
Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the General Partner and the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements as is the General Partner’s interest in the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements comprise the interests of unaffiliated partners in various consolidated partnerships and development joint venture partners. The noncontrolling interests in the General Partner’s financial statements are the same noncontrolling interests at the Operating Partnership’s level and include limited partners of the Operating Partnership. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the General Partner and Operating Partnership levels.
To help investors better understand the key differences between the General Partner and the Operating Partnership, certain information for the General Partner and the Operating Partnership in this report has been separated, as set forth below:
•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Veris Residential, Inc. and Veris Residential, L.P.:
•Note 2. Significant Accounting Policies, where applicable;
•Note 14.13. Redeemable Noncontrolling Interests;
•Note 15.14. 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.15. Noncontrolling Interests in Subsidiaries.
•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the General Partner and the Operating Partnership in order to establish that the requisite certifications have been made and that the General Partner and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
3

VERIS RESIDENTIAL, INC.
VERIS RESIDENTIAL, L.P.
FORM 10-Q
INDEX
Page
6
7
8
9
10
11
12
1312
1413
1514
1715
1816
5138
6646
6747
6848
6848
6848
6848
6848
6848
7150
7251
7352
4

VERIS RESIDENTIAL, INC.
VERIS RESIDENTIAL, L.P.
Part I – Financial Information
Item 1. Financial Statements
The accompanying unaudited consolidated balance sheets, statements of operations, of comprehensive income (loss), of changes in equity, and of cash flows and related notes thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair statement for the interim periods.
The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in Veris Residential, Inc.’s and Veris Residential, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023.
The results of operations for the three and six monththree-month periods ended June 30, 2023March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.
5

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited)
ASSETSASSETSJune 30,
2023		December 31,
2022		ASSETSMarch 31,
2024		December 31,
2023
Rental propertyRental property
Land and leasehold interestsLand and leasehold interests$483,195$492,204
Land and leasehold interests
Land and leasehold interests$463,826$474,499
Buildings and improvementsBuildings and improvements2,845,1933,332,315Buildings and improvements2,633,8492,782,468
Tenant improvementsTenant improvements40,809122,509Tenant improvements8,39130,908
Furniture, fixtures and equipmentFurniture, fixtures and equipment100,80399,094Furniture, fixtures and equipment105,668103,613
3,470,0004,046,122
3,211,7343,211,7343,391,488
Less – accumulated depreciation and amortizationLess – accumulated depreciation and amortization(438,113)(631,910)
3,031,8873,414,212
2,839,4932,839,4932,947,707
Real estate held for sale, netReal estate held for sale, net122,690193,933Real estate held for sale, net66,97558,608
Net investment in rental propertyNet investment in rental property3,154,5773,608,145Net investment in rental property2,906,4683,006,315
Cash and cash equivalentsCash and cash equivalents396,94026,782Cash and cash equivalents112,70128,007
Restricted cashRestricted cash27,61420,867Restricted cash25,64926,572
Investments in unconsolidated joint venturesInvestments in unconsolidated joint ventures122,435126,158Investments in unconsolidated joint ventures118,830117,954
Unbilled rents receivable, netUnbilled rents receivable, net7,80839,734Unbilled rents receivable, net1,5425,500
Deferred charges and other assets, netDeferred charges and other assets, net58,96196,162Deferred charges and other assets, net45,99953,956
Accounts receivableAccounts receivable4,4982,920Accounts receivable1,6712,742
Total assetsTotal assets$3,772,833$3,920,768
Total assets
Total assets$3,212,860$3,241,046
LIABILITIES AND EQUITYLIABILITIES AND EQUITY
Mortgages, loans payable and other obligations, netMortgages, loans payable and other obligations, net$1,820,981$1,903,977
Mandatorily redeemable noncontrolling interests487,619—
Mortgages, loans payable and other obligations, net
Mortgages, loans payable and other obligations, net$1,853,149$1,853,897
Dividends and distributions payable
Dividends and distributions payable
Dividends and distributions payableDividends and distributions payable721105,6425,540
Accounts payable, accrued expenses and other liabilitiesAccounts payable, accrued expenses and other liabilities53,23972,041Accounts payable, accrued expenses and other liabilities53,83955,492
Rents received in advance and security depositsRents received in advance and security deposits15,71022,941Rents received in advance and security deposits12,23414,985
Accrued interest payableAccrued interest payable6,9637,131Accrued interest payable6,4866,580
Total liabilitiesTotal liabilities2,384,5842,006,200Total liabilities1,931,3501,936,494
Commitments and contingenciesCommitments and contingencies
Commitments and contingencies
Commitments and contingencies
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Redeemable noncontrolling interestsRedeemable noncontrolling interests40,231515,2319,29424,999
Equity:Equity:
Equity:
Equity:
Veris Residential, Inc. stockholders’ equity:Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized, 92,041,386 and 91,141,649 shares outstanding918911
Veris Residential, Inc. stockholders’ equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized, 92,385,167 and 92,229,424 shares outstanding
Common stock, $0.01 par value, 190,000,000 shares authorized, 92,385,167 and 92,229,424 shares outstanding
Common stock, $0.01 par value, 190,000,000 shares authorized, 92,385,167 and 92,229,424 shares outstanding924922
Additional paid-in capitalAdditional paid-in capital2,540,3092,532,182Additional paid-in capital2,555,7002,553,060
Dividends in excess of net earningsDividends in excess of net earnings(1,348,792)(1,301,385)
Accumulated other comprehensive incomeAccumulated other comprehensive income4,5183,977Accumulated other comprehensive income2,8061,808
Total Veris Residential, Inc. stockholders’ equityTotal Veris Residential, Inc. stockholders’ equity1,196,9531,235,685Total Veris Residential, Inc. stockholders’ equity1,132,2311,137,478
Noncontrolling interests in subsidiaries:Noncontrolling interests in subsidiaries:
Noncontrolling interests in subsidiaries:
Noncontrolling interests in subsidiaries:
Operating Partnership
Operating Partnership
Operating PartnershipOperating Partnership115,307126,109106,544107,206
Consolidated joint venturesConsolidated joint ventures35,75837,543Consolidated joint ventures33,44134,869
Total noncontrolling interests in subsidiariesTotal noncontrolling interests in subsidiaries151,065163,652Total noncontrolling interests in subsidiaries139,985142,075
Total equityTotal equity1,348,0181,399,337
Total equity
Total equity1,272,2161,279,553
Total liabilities and equityTotal liabilities and equity$3,772,833$3,920,768
Total liabilities and equity
Total liabilities and equity$3,212,860$3,241,046
The accompanying notes are an integral part of these consolidated financial statements.
6

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
REVENUES
REVENUES
REVENUESREVENUES2023202220232022
Revenue from leasesRevenue from leases$61,909 $47,313 $121,747 $91,256 
Revenue from leases
Revenue from leases
Real estate servicesReal estate services643 8961,554 1,807
Real estate services
Real estate services
Parking income
Parking income
Parking incomeParking income4,796 4,1739,129 7,760
Other incomeOther income1,381 1,4313,258 2,491
Other income
Other income
Total revenues
Total revenues
Total revenuesTotal revenues68,729 53,813135,688 103,314
EXPENSESEXPENSES
EXPENSES
EXPENSES
Real estate taxes
Real estate taxes
Real estate taxesReal estate taxes7,860 7,91118,980 16,201
UtilitiesUtilities2,379 1,8954,882 4,247
Utilities
Utilities
Operating services
Operating services
Operating servicesOperating services14,044 13,10026,307 25,964
Real estate services expensesReal estate services expenses4,389 2,9206,332 5,283
Real estate services expenses
Real estate services expenses
General and administrative
General and administrative
General and administrativeGeneral and administrative9,582 11,52719,865 30,976
Transaction related costsTransaction related costs3,319 1,3454,347 1,345
Transaction related costs
Transaction related costs
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization23,684 21,01547,331 39,456
Land and other impairments, netLand and other impairments, net— 3,9003,396 6,832
Land and other impairments, net
Land and other impairments, net
Total expenses
Total expenses
Total expensesTotal expenses65,257 63,613131,440 130,304
OTHER (EXPENSE) INCOMEOTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
Interest expenseInterest expense(21,692)(14,741)(43,706)(26,348)
Interest cost of mandatorily redeemable noncontrolling interests(13,390)— (13,390)— 
Interest expense
Interest expense
Interest and other investment incomeInterest and other investment income3,927 1894,043 347
Equity in earnings of unconsolidated joint ventures2,700 2,6382,633 2,151
Interest and other investment income
Interest and other investment income
Equity in earnings (losses) of unconsolidated joint ventures
Equity in earnings (losses) of unconsolidated joint ventures
Equity in earnings (losses) of unconsolidated joint ventures
Gain (loss) on disposition of developable landGain (loss) on disposition of developable land— 55,125(22)57,748
Loss from extinguishment of debt, net(2,657)(129)(2,657)(129)
Other income, net853 — 2,851 — 
Gain (loss) on disposition of developable land
Gain (loss) on disposition of developable land
Gain on sale of unconsolidated joint venture interests
Gain on sale of unconsolidated joint venture interests
Gain on sale of unconsolidated joint venture interests
Other income (expense), net
Other income (expense), net
Other income (expense), net
Total other (expense) income, netTotal other (expense) income, net(30,259)43,082(50,248)33,769
(Loss) income from continuing operations(26,787)33,282 (46,000)6,779 
Total other (expense) income, net
Total other (expense) income, 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
Provision for income taxes
Provision for income taxes
Loss from continuing operations after income tax expense
Loss from continuing operations after income tax expense
Loss from continuing operations after income tax expense
Discontinued operations:Discontinued operations:
(Loss) income from discontinued operations140 5,8082,344 25,948
Discontinued operations:
Discontinued operations:
Income from discontinued operations
Income from discontinued operations
Income 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
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, netRealized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net(3,488)(4,440)(2,709)(2,604)
Total discontinued operations, netTotal discontinued operations, net(3,348)1,368(365)23,344
Net (loss) income(30,135)34,650 (46,365)30,123 
Total discontinued operations, net
Total discontinued operations, net
Net loss
Net loss
Net loss
Noncontrolling interests in consolidated joint ventures
Noncontrolling interests in consolidated joint ventures
Noncontrolling interests in consolidated joint venturesNoncontrolling interests in consolidated joint ventures636 7841,223 1,758
Noncontrolling interests in Operating Partnership of income from continuing operationsNoncontrolling interests in Operating Partnership of income from continuing operations2,384 (2,568)4,696 305
Noncontrolling interests in Operating Partnership of income from continuing operations
Noncontrolling interests in Operating Partnership of income from continuing operations
Noncontrolling interests in Operating Partnership in discontinued operations
Noncontrolling interests in Operating Partnership in discontinued operations
Noncontrolling interests in Operating Partnership in discontinued operationsNoncontrolling interests in Operating Partnership in discontinued operations298 (127)22 (2,102)
Redeemable noncontrolling interestsRedeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Net (loss) income available to common shareholders$(27,434)$26,373 $(47,407)$17,281 
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Net loss available to common shareholders
Net loss available to common shareholders
Net loss available to common shareholders
Basic earnings per common share:Basic earnings per common share:
(Loss) income from continuing operations$(0.27)$0.24 $(0.56)$(0.11)
Basic earnings per common share:
Basic earnings per common share:
Loss from continuing operations
Loss from continuing operations
Loss from continuing operations
Discontinued operationsDiscontinued operations(0.03)0.010.000.23 
Net (loss) income available to common shareholders$(0.30)$0.25 $(0.56)$0.12 
Discontinued operations
Discontinued operations
Net loss available to common shareholders
Net loss available to common shareholders
Net loss available to common shareholders
Diluted earnings per common share:Diluted earnings per common share:
(Loss) income from continuing operations$(0.27)$0.24 $(0.56)$(0.11)
Diluted earnings per common share:
Diluted earnings per common share:
Loss from continuing operations
Loss from continuing operations
Loss from continuing operations
Discontinued operationsDiscontinued operations(0.03)0.010.000.23 
Net (loss) income available to common shareholders$(0.30)$0.25 $(0.56)$0.12 
Discontinued operations
Discontinued operations
Net loss available to common shareholders
Net loss available to common shareholders
Net loss available to common shareholders
Basic weighted average shares outstanding
Basic weighted average shares outstanding
Basic weighted average shares outstandingBasic weighted average shares outstanding91,873 91,027 91,551 90,989 
Diluted weighted average shares outstandingDiluted weighted average shares outstanding100,854 100,352 100,691 100,171 
Diluted weighted average shares outstanding
Diluted weighted average shares outstanding
The accompanying notes are an integral part of these consolidated financial statements.
7

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited)

Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Net (loss) income$(30,135)$34,650$(46,365)$30,123 
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments for interest rate swaps1,536(60)5912,122
Comprehensive (loss) income$(28,599)$34,590$(45,774)$32,245
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures6367841,2231,758
Comprehensive income attributable to redeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Comprehensive loss (income) attributable to noncontrolling interests in Operating Partnership2,545(2,689)4,668(1,987)
Comprehensive (loss) income attributable to common shareholders$(26,035)$26,319$(46,866)$19,213
Three Months Ended
March 31,
20242023
Net loss$(4,469)$(16,230)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments1,092(945)
Comprehensive loss$(3,377)$(17,175)
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures495587
Comprehensive income attributable to redeemable noncontrolling interests(297)(6,366)
Comprehensive loss attributable to noncontrolling interests in Operating Partnership2742,123
Comprehensive loss attributable to common shareholders$(2,905)$(20,831)
The accompanying notes are an integral part of these consolidated financial statements.
8

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) (unaudited)
Common StockAdditional
Paid-In
Capital		Dividends in
Excess of
Net Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interests
 in Subsidiaries		Total Equity Common StockAdditional
Paid-In
Capital		Dividends in
Excess of
Net Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interests
 in Subsidiaries		Total Equity
For the Three Months Ended June 30, 2023SharesPar Value
Balance at April 1, 202391,620 915 $2,533,854 $(1,321,358)$3,119 $157,439 $1,373,969 
For the Three Months Ended March 31, 2024
Balance at January 1, 2024
Balance at January 1, 2024
Balance at January 1, 2024
Net lossNet loss— — — (27,434)— (2,701)(30,135)
Shares issued under ATM Program, net
Common stock dividends
Unit distributions
Redeemable noncontrolling interests
Change in noncontrolling interests in consolidated joint ventures
Redeemable noncontrolling interests— — — — — (617)(617)
Shares issued under Dividend Reinvestment and Stock Purchase Plan
Redemption of common units for common stock271 3 4,189 — — (4,192)— 
Redemption of common units— — — — — (78)(78)
Shares issued under Dividend Reinvestment and Stock Purchase Plan
Shares issued under Dividend Reinvestment and Stock Purchase PlanShares issued under Dividend Reinvestment and Stock Purchase Plan— — 1 — — — 1 
Directors' deferred compensation planDirectors' deferred compensation plan21 — 86 — — — 86 
Stock compensationStock compensation144 — 3,381 — — 94 3,475 
Cancellation of restricted sharesCancellation of restricted shares(15)— (219)— — — (219)
Other comprehensive incomeOther comprehensive income— — — — 1,399 137 1,536 
Rebalancing of ownership percentage between parent and subsidiariesRebalancing of ownership percentage between parent and subsidiaries— — (983)— — 983 — 
Balance at June 30, 202392,041 918 $2,540,309 $(1,348,792)$4,518 $151,065 $1,348,018 
Balance at March 31, 2024
Common StockAdditional
Paid-In
Capital		Dividends in
Excess of
Net Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interests
in Subsidiaries		Total Equity
For the Three Months Ended June 30, 2022SharesPar Value
Balance at April 1, 202290,956 909 $2,531,188 $(1,258,411)$1,995 $165,120 $1,440,801 
Net income— — — 26,373 — 8,277 34,650 
Common Stock
Common Stock
Common StockAdditional
Paid-In
Capital		Dividends in
Excess of
Net Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interests
in Subsidiaries		Total Equity
For the Three Months Ended March 31, 2023
Balance at January 1, 2023
Balance at January 1, 2023
Balance at January 1, 2023
Net loss (income)
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Redeemable noncontrolling interestsRedeemable noncontrolling interests— — (3,524)— — (6,726)(10,250)
Change in noncontrolling interests in consolidated joint venturesChange in noncontrolling interests in consolidated joint ventures— — — — — 7 7 
Redemption of common units for common stockRedemption of common units for common stock11 — 161 — — (161)— 
Redemption of common unitsRedemption of common units— — — — — (359)(359)
Shares issued under Dividend Reinvestment and Stock Purchase PlanShares issued under Dividend Reinvestment and Stock Purchase Plan1 — 16 — — — 16 
Directors' deferred compensation planDirectors' deferred compensation plan— — 110 — — — 110 
Stock compensationStock compensation136 2 2,507 — — 445 2,954 
Cancellation of common stock(41)— (696)— — — (696)
Cancellation of restricted shares
Other comprehensive lossOther comprehensive loss— — — — (54)(6)(60)
Rebalancing of ownership percentage between parent and subsidiariesRebalancing of ownership percentage between parent and subsidiaries— — (4,296)— — 4,296 — 
Balance at June 30, 202291,063 911 $2,525,466 $(1,232,038)$1,941 $170,893 $1,467,173 
Balance at March 31, 2023

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





9

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

Common StockAdditional
Paid-In
Capital		Dividends in
Excess of
Net Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interests
 in Subsidiaries		Total Equity
For the Six Months Ended June 30, 2023SharesPar Value
Balance at January 1, 202391,142 911 $2,532,182 $(1,301,385)$3,977 $163,652 $1,399,337 
Net (loss) income— — — (47,407)— 1,042 (46,365)
Redeemable noncontrolling interests— — (4,516)— �� (7,444)(11,960)
Change in noncontrolling interests in consolidated joint ventures— — — — — (562)(562)
Redemption of common units for common stock650 7 9,044 — — (9,051)— 
Redemption of common units— — — — — (94)(94)
Shares issued under Dividend Reinvestment and Stock Purchase Plan— — 2 — — — 2 
Directors' deferred compensation plan21 — 196 — — — 196 
Stock compensation259 — 6,852 — — 487 7,339 
Cancellation of restricted shares(31)— (466)— — — (466)
Other comprehensive income— — — — 541 50 591 
Rebalancing of ownership percentage between parent and subsidiaries— — (2,985)— — 2,985 — 
Balance at June 30, 202392,041 918 $2,540,309 $(1,348,792)$4,518 $151,065 $1,348,018 
Common StockAdditional
Paid-In
Capital		Dividends in
Excess of
Net Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interests
in Subsidiaries		Total Equity
For the Six Months Ended June 30, 2022SharesPar Value
Balance at January 1, 202290,948 909 $2,530,383 $(1,249,319)$9 $167,436 $1,449,418 
Net income— — — 17,281 — 12,842 30,123 
Common unit distributions— — — — — 218 218 
Redeemable noncontrolling interests— — (6,466)— — (13,454)(19,920)
Change in noncontrolling interests in consolidated joint ventures— — — — — 18 18 
Redemption of common units for common stock11 — 161 — — (161)— 
Redemption of common units— — — — — (1,801)(1,801)
Shares issued under Dividend Reinvestment and Stock Purchase Plan2 — 27 — — — 27 
Directors' deferred compensation plan— — 220 — — — 220 
Stock compensation143 2 4,464 — — 2,978 7,444 
Cancellation of restricted shares(41)— (696)— — — (696)
Other comprehensive income— — — — 1,932 190 2,122 
Rebalancing of ownership percentage between parent and subsidiaries— — (2,627)— — 2,627 — 
Balance at June 30, 202291,063 911 $2,525,466 $(1,232,038)$1,941 $170,893 $1,467,173 
The accompanying notes are an integral part of these consolidated financial statements.





10

VERIS RESIDENTIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
Six Months Ended June 30,
Three Months Ended March 31,Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIES20232022CASH FLOWS FROM OPERATING ACTIVITIES20242023
Net (loss) income$(46,365)$30,123 
Net loss (income) from discontinued operations365 (23,344)
Net (loss) income from continuing operations(46,000)6,779 
Net loss
Net income from discontinued operations
Net loss from continuing operations
Adjustments to reconcile net income (loss) to net cash provided byAdjustments 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 assetsDepreciation and amortization, including related intangible assets47,269 39,480 
Amortization of deferred compensation stock unitsAmortization of deferred compensation stock units196 220 
Amortization of stock compensationAmortization of stock compensation7,339 7,444 
Amortization of deferred financing costsAmortization of deferred financing costs1,808 2,358 
Equity in earnings of unconsolidated joint venturesEquity in earnings of unconsolidated joint ventures(2,633)(2,151)
Distributions of cumulative earnings from unconsolidated joint ventures— 13 
Equity in earnings of unconsolidated joint ventures
Equity in earnings of unconsolidated joint ventures
Loss (gain) on disposition of developable land22 (57,748)
(Gain) loss on disposition of developable land
(Gain) loss on disposition of developable land
(Gain) loss on disposition of developable land
Gain on sale of unconsolidated joint ventures
Gain on sale of unconsolidated joint ventures
Gain on sale of unconsolidated joint ventures
Land and other impairments, netLand and other impairments, net3,396 6,832 
Loss from extinguishment of debt2,657 129 
Gain on insurance proceeds
Gain on insurance proceeds
Gain on insurance proceedsGain on insurance proceeds(2,851)— 
Interest cost of mandatorily redeemable noncontrolling interests13,390 — 
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Decrease in unbilled rents receivable, netDecrease in unbilled rents receivable, net1,695 3,560 
Increase in deferred charges and other assets(1,610)(3,894)
(Increase) decrease in accounts receivable, net(248)225 
Decrease in accounts payable, accrued expenses and other liabilities(7,188)(2,915)
Decrease in unbilled rents receivable, net
Decrease in unbilled rents receivable, net
Decrease in deferred charges and other assets
Increase in accounts receivable, net
(Increase) decrease in accounts payable, accrued expenses and other liabilities
Increase in rents received in advance and security depositsIncrease in rents received in advance and security deposits502 2,171 
Increase (decrease) in accrued interest payable158 (39)
(Decrease) increase in accrued interest payable
Net cash flows provided by operating activities - continuing operationsNet cash flows provided by operating activities - continuing operations17,902 2,464 
Net cash flows provided by operating activities - discontinued operationsNet cash flows provided by operating activities - discontinued operations6,462 43,246 
Net cash provided by operating activitiesNet cash provided by operating activities$24,364 $45,710 
Net cash provided by operating activities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles$— $(5,192)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property additions, improvements and other costs
Rental property additions, improvements and other costs
Rental property additions, improvements and other costsRental property additions, improvements and other costs(5,747)(8,147)
Development of rental property and other related costsDevelopment of rental property and other related costs(5,647)(40,673)
Proceeds from the sales of rental propertyProceeds from the sales of rental property6,528 28,596 
Proceeds from sale of investments in joint ventures
Repayment of notes receivableRepayment of notes receivable1,257 1,433 
Investment in unconsolidated joint venturesInvestment in unconsolidated joint ventures(98)(147)
Investment in unconsolidated joint ventures
Investment in unconsolidated joint ventures
Distributions in excess of cumulative earnings from unconsolidated joint venturesDistributions in excess of cumulative earnings from unconsolidated joint ventures6,454 7,450 
Proceeds from insurance settlementsProceeds from insurance settlements3,239 — 
Net cash provided by (used in) investing activities - continuing operations5,986 (16,680)
Net cash provided by investing activities - continuing operations
Net cash provided by investing activities - continuing operations
Net cash provided by investing activities - continuing operations
Net cash provided by investing activities - discontinued operationsNet cash provided by investing activities - discontinued operations445,648 171,754 
Net cash provided by investing activitiesNet cash provided by investing activities$451,634 $155,074 
Net cash provided by investing activities
Net cash provided by investing activities
CASH FLOW FROM FINANCING ACTIVITIESCASH 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 facilityBorrowings from revolving credit facility$16,000 $43,000 
Repayment of revolving credit facilityRepayment of revolving credit facility(16,000)(115,000)
Proceeds from mortgages and loans payable— 149,068 
Repayment of mortgages, loans payable and other obligations
Repayment of mortgages, loans payable and other obligations
Repayment of mortgages, loans payable and other obligationsRepayment of mortgages, loans payable and other obligations(84,258)(240,270)
Redemption of redeemable noncontrolling interests, netRedemption of redeemable noncontrolling interests, net— (12,000)
Payment of early debt extinguishment costs(251)(5,140)
Common unit redemptions(94)(2,497)
Payment of financing costsPayment of financing costs(1,721)(3,025)
Contribution from noncontrolling interests— 18 
Payment of financing costs
Payment of financing costs
Distribution to noncontrolling interests
Distributions to redeemable noncontrolling interestsDistributions to redeemable noncontrolling interests(12,731)(12,908)
Payment of common dividends and distributionsPayment of common dividends and distributions(38)(56)
Share issuance proceeds (costs), net
Other financing activities
Net cash used in financing activitiesNet cash used in financing activities$(99,093)$(198,810)
Net increase in cash and cash equivalents
Net increase in cash and cash equivalents
Net increase in cash and cash equivalentsNet increase in cash and cash equivalents$376,905 $1,974 
Cash, cash equivalents and restricted cash, beginning of period (1)Cash, cash equivalents and restricted cash, beginning of period (1)47,649 51,455 
Cash, cash equivalents and restricted cash, end of period (2)Cash, cash equivalents and restricted cash, end of period (2)$424,554 $53,429 
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 $20,867$26,572 and $19,701$20,867 as of December 31, 20222023 and 2021,2022, respectively.
(2)Includes Restricted Cash of $27,614$25,649 and $24,356$19,642 as of June 30,March 31, 2024 and 2023, and 2022, respectively.

The accompanying notes are an integral part of these consolidated financial statements.
1110

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except per unit amounts) (unaudited)

ASSETSASSETSJune 30,
2023		December 31,
2022		ASSETSMarch 31,
2024		December 31,
2023
Rental propertyRental property
Land and leasehold interestsLand and leasehold interests$483,195$492,204
Land and leasehold interests
Land and leasehold interests$463,826$474,499
Buildings and improvementsBuildings and improvements2,845,1933,332,315Buildings and improvements2,633,8492,782,468
Tenant improvementsTenant improvements40,809122,509Tenant improvements8,39130,908
Furniture, fixtures and equipmentFurniture, fixtures and equipment100,80399,094Furniture, fixtures and equipment105,668103,613
3,470,0004,046,122
3,211,7343,211,7343,391,488
Less – accumulated depreciation and amortizationLess – accumulated depreciation and amortization(438,113)(631,910)
3,031,8873,414,212
2,839,4932,839,4932,947,707
Real estate held for sale, netReal estate held for sale, net122,690193,933Real estate held for sale, net66,97558,608
Net investment in rental propertyNet investment in rental property3,154,5773,608,145Net investment in rental property2,906,4683,006,315
Cash and cash equivalentsCash and cash equivalents396,94026,782Cash and cash equivalents112,70128,007
Restricted cashRestricted cash27,61420,867Restricted cash25,64926,572
Investments in unconsolidated joint venturesInvestments in unconsolidated joint ventures122,435126,158Investments in unconsolidated joint ventures118,830117,954
Unbilled rents receivable, netUnbilled rents receivable, net7,80839,734Unbilled rents receivable, net1,5425,500
Deferred charges and other assets, netDeferred charges and other assets, net58,96196,162Deferred charges and other assets, net45,99953,956
Accounts receivableAccounts receivable4,4982,920Accounts receivable1,6712,742
Total assetsTotal assets$3,772,833$3,920,768
Total assets
Total assets$3,212,860$3,241,046
LIABILITIES AND EQUITYLIABILITIES AND EQUITY
Mortgages, loans payable and other obligations, netMortgages, loans payable and other obligations, net$1,820,981$1,903,977
Mandatorily redeemable noncontrolling interests487,619—
Mortgages, loans payable and other obligations, net
Mortgages, loans payable and other obligations, net1,853,1491,853,897
Distributions payable
Distributions payable
Distributions payableDistributions payable721105,6425,540
Accounts payable, accrued expenses and other liabilitiesAccounts payable, accrued expenses and other liabilities53,23972,041Accounts payable, accrued expenses and other liabilities53,83955,492
Rents received in advance and security depositsRents received in advance and security deposits15,71022,941Rents received in advance and security deposits12,23414,985
Accrued interest payableAccrued interest payable6,9637,131Accrued interest payable6,4866,580
Total liabilitiesTotal liabilities2,384,5842,006,200Total liabilities1,931,3501,936,494
Commitments and contingenciesCommitments and contingencies
Commitments and contingencies
Commitments and contingencies
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Redeemable noncontrolling interestsRedeemable noncontrolling interests40,231515,2319,29424,999
Partners’ Capital:Partners’ Capital:
General Partner, 92,041,386 and 91,141,649 common units outstanding1,127,6471,163,935
Limited partners, 8,666,675 and 9,301,521 common units/LTIPs outstanding180,095193,882
Partners’ Capital:
Partners’ Capital:
General Partner, 92,385,167 and 92,229,424 common units outstanding
General Partner, 92,385,167 and 92,229,424 common units outstanding
General Partner, 92,385,167 and 92,229,424 common units outstanding1,065,7971,071,973
Limited partners, 8,693,503 and 8,692,561 common units/LTIPs outstandingLimited partners, 8,693,503 and 8,692,561 common units/LTIPs outstanding170,172170,903
Accumulated other comprehensive incomeAccumulated other comprehensive income4,5183,977Accumulated other comprehensive income2,8061,808
Total Veris Residential, L.P. partners’ capitalTotal Veris Residential, L.P. partners’ capital1,312,2601,361,794Total Veris Residential, L.P. partners’ capital1,238,7751,244,684
Noncontrolling interests in consolidated joint venturesNoncontrolling interests in consolidated joint ventures35,75837,543
Noncontrolling interests in consolidated joint ventures
Noncontrolling interests in consolidated joint ventures33,44134,869
Total equity
Total equity
Total equityTotal equity1,348,0181,399,3371,272,2161,279,553
Total liabilities and equityTotal liabilities and equity$3,772,833$3,920,768
Total liabilities and equity
Total liabilities and equity$3,212,860$3,241,046
The accompanying notes are an integral part of these consolidated financial statements.
1211

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per shareunit amounts) (unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
REVENUES
REVENUES
REVENUESREVENUES2023202220232022
Revenue from leasesRevenue from leases$61,909 $47,313 $121,747 $91,256 
Revenue from leases
Revenue from leases
Real estate servicesReal estate services643 896 1,554 1,807 
Real estate services
Real estate services
Parking income
Parking income
Parking incomeParking income4,796 4,173 9,129 7,760 
Other incomeOther income1,381 1,431 3,258 2,491 
Other income
Other income
Total revenues
Total revenues
Total revenuesTotal revenues68,729 53,813 135,688 103,314 
EXPENSESEXPENSES
EXPENSES
EXPENSES
Real estate taxes
Real estate taxes
Real estate taxesReal estate taxes7,860 7,911 18,980 16,201 
UtilitiesUtilities2,379 1,895 4,882 4,247 
Utilities
Utilities
Operating services
Operating services
Operating servicesOperating services14,044 13,100 26,307 25,964 
Real estate services expensesReal estate services expenses4,389 2,920 6,332 5,283 
Real estate services expenses
Real estate services expenses
General and administrative
General and administrative
General and administrativeGeneral and administrative9,582 11,527 19,865 30,976 
Transaction related costsTransaction related costs3,319 1,345 4,347 1,345 
Transaction related costs
Transaction related costs
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization23,684 21,015 47,331 39,456 
Land and other impairments, netLand and other impairments, net— 3,900 3,396 6,832 
Land and other impairments, net
Land and other impairments, net
Total expenses
Total expenses
Total expensesTotal expenses65,257 63,613 131,440 130,304 
OTHER (EXPENSE) INCOMEOTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
OTHER (EXPENSE) INCOME
Interest expenseInterest expense(21,692)(14,741)(43,706)(26,348)
Interest cost of mandatorily redeemable noncontrolling interests(13,390)— (13,390)— 
Interest expense
Interest expense
Interest and other investment incomeInterest and other investment income3,927 189 4,043 347 
Equity in earnings of unconsolidated joint ventures2,700 2,638 2,633 2,151 
Interest and other investment income
Interest and other investment income
Equity in earnings (losses) of unconsolidated joint ventures
Equity in earnings (losses) of unconsolidated joint ventures
Equity in earnings (losses) of unconsolidated joint ventures
Gain (loss) on disposition of developable landGain (loss) on disposition of developable land— 55,125 (22)57,748 
Loss from extinguishment of debt, net(2,657)(129)(2,657)(129)
Other income, net853 — 2,851 — 
Gain (loss) on disposition of developable land
Gain (loss) on disposition of developable land
Gain on sale of unconsolidated joint venture interests
Gain on sale of unconsolidated joint venture interests
Gain on sale of unconsolidated joint venture interests
Other income (expense), net
Other income (expense), net
Other income (expense), net
Total other (expense) income, netTotal other (expense) income, net(30,259)43,082 (50,248)33,769 
(Loss) income from continuing operations(26,787)33,282 (46,000)6,779 
Total other (expense) income, net
Total other (expense) income, 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
Provision for income taxes
Provision for income taxes
Loss from continuing operations after income tax expense
Loss from continuing operations after income tax expense
Loss from continuing operations after income tax expense
Discontinued operations:Discontinued operations:
(Loss) income from discontinued operations140 5,808 2,344 25,948 
Discontinued operations:
Discontinued operations:
Income from discontinued operations
Income from discontinued operations
Income 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
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, netRealized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net(3,488)(4,440)(2,709)(2,604)
Total discontinued operations, netTotal discontinued operations, net(3,348)1,368 (365)23,344 
Net (loss) income(30,135)34,650 (46,365)30,123 
Total discontinued operations, net
Total discontinued operations, net
Net loss
Net loss
Net loss
Noncontrolling interests in consolidated joint ventures
Noncontrolling interests in consolidated joint ventures
Noncontrolling interests in consolidated joint venturesNoncontrolling interests in consolidated joint ventures636 784 1,223 1,758 
Redeemable noncontrolling interestsRedeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Net loss (income) available to common unitholders$(30,116)$29,068 $(52,125)$19,078 
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Net loss available to common unitholders
Net loss available to common unitholders
Net loss available to common unitholders
Basic earnings per common unit:
Basic earnings per common unit:
Basic earnings per common unit:Basic earnings per common unit:
Loss from continuing operationsLoss from continuing operations$(0.27)$0.24 $(0.56)$(0.11)
Loss from continuing operations
Loss from continuing operations
Discontinued operations
Discontinued operations
Discontinued operationsDiscontinued operations(0.03)0.010.000.23 
Net loss available to common unitholdersNet loss available to common unitholders$(0.30)$0.25 $(0.56)$0.12 
Net loss available to common unitholders
Net loss available to common unitholders
Diluted earnings per common unit:Diluted earnings per common unit:
(Loss) income from continuing operations$(0.27)$0.24 $(0.56)$(0.11)
Diluted earnings per common unit:
Diluted earnings per common unit:
Loss from continuing operations
Loss from continuing operations
Loss from continuing operations
Discontinued operationsDiscontinued operations(0.03)0.010.00 0.23 
Net (loss) income available to common unitholders$(0.30)$0.25 $(0.56)$0.12 
Discontinued operations
Discontinued operations
Net loss available to common unitholders
Net loss available to common unitholders
Net loss available to common unitholders
Basic weighted average units outstanding
Basic weighted average units outstanding
Basic weighted average units outstandingBasic weighted average units outstanding100,854 100,329 100,691 100,133 
Diluted weighted average units outstandingDiluted weighted average units outstanding100,854 100,352 100,691 100,171 
Diluted weighted average units outstanding
Diluted weighted average units outstanding
The accompanying notes are an integral part of these consolidated financial statements.
1312

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Net (loss) income$(30,135)$34,650$(46,365)$30,123
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments for interest rate swaps1,536(60)5912,122
Comprehensive (loss) income$(28,599)$34,590$(45,774)$32,245
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures6367841,2231,758
Comprehensive income attributable to redeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Comprehensive (loss) income attributable to common unitholders$(28,580)$29,008$(51,534)$21,200
Three Months Ended
March 31,
20242023
Net loss$(4,469)$(16,230)
Other comprehensive income (loss):
Net unrealized (loss) gain on derivative instruments1,092(945)
Comprehensive loss$(3,377)$(17,175)
Comprehensive loss attributable to noncontrolling interests in consolidated joint ventures495587
Comprehensive income attributable to redeemable noncontrolling interests(297)(6,366)
Comprehensive loss attributable to common unitholders$(3,179)$(22,954)
The accompanying notes are an integral part of these consolidated financial statements
1413

Table of Contents
VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) (unaudited)
For the Three Months Ended June 30, 2023General Partner
Common Units		Limited Partner
Common Units/
Vested LTIP Units		Common
Unitholders		Limited Partner
Common
Unitholders		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest
in Consolidated
Joint Ventures		Total Equity
Balance at April 1, 202391,620 9,116 $1,147,640 $186,816 $3,119 $36,394 $1,373,969 
For the Three Months Ended March 31, 2024For the Three Months Ended March 31, 2024General Partner
Common Units		Limited Partner
Common Units/
Vested LTIP Units		Common
Unitholders		Limited Partner
Common
Unitholders		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest
in Consolidated
Joint Ventures		Total Equity
Balance at January 1, 2024
Net lossNet loss— — (27,434)(2,682)— (19)(30,135)
Shares issued under ATM Program, net
Unit distributions
Redeemable noncontrolling interests
Change in noncontrolling interests in consolidated joint ventures
Vested LTIP units
Redeemable noncontrolling interests— — — — — (617)(617)
Vested LTIP units— 26 — — — — — 
Redemption of limited partners common units for common stock271 (271)4,192 (4,192)— — — 
Redemption of limited partner common units— (4)— (78)— — (78)
Shares issued under Dividend Reinvestment and Stock Purchase Plan
Shares issued under Dividend Reinvestment and Stock Purchase Plan
Shares issued under Dividend Reinvestment and Stock Purchase PlanShares issued under Dividend Reinvestment and Stock Purchase Plan— — 1 — — — 1 
Directors' deferred compensation planDirectors' deferred compensation plan21 — 86 — — — 86 
Other comprehensive incomeOther comprehensive income— — — 137 1,399 — 1,536 
Stock compensationStock compensation144 — 3,381 94 — — 3,475 
Cancellation of common stock(15)— (219)— — — (219)
Balance at June 30, 202392,041 8,867 $1,127,647 $180,095 $4,518 $35,758 $1,348,018 
Cancellation of restricted shares
Balance at March 31, 2024
For the Three Months Ended March 31, 2023General Partner
Common Units		Limited Partner
Common Units/
Vested LTIP Units		Common
Unitholders		Limited Partner
Common
Unitholders		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest
in Consolidated
Joint Ventures		Total Equity
Balance at January 1, 202391,142 9,301 $1,163,935 $193,882 $3,977 $37,543 $1,399,337 
Net (loss) income— — (19,973)(2,036)— 5,779 (16,230)
Redeemable noncontrolling interests— — (4,516)(461)— (6,366)(11,343)
Change in noncontrolling interests in consolidated joint ventures— — — — — (562)(562)
Vested LTIP units— 195 — — — — — 
Redemption of limited partners common units for shares of general partner common units379 (379)4,859 (4,859)— — — 
Redemption of limited partners common units— (1)— (16)— — (16)
Shares issued under Dividend Reinvestment and Stock Purchase Plan— — 1 — — — 1 
Directors' deferred compensation plan— — 110 — — — 110 
Other comprehensive loss— — — (87)(858)— (945)
Stock compensation115 — 3,471 393 — — 3,864 
Cancellation of restricted shares(16)— (247)— — — (247)
Balance at March 31, 202391,620 9,116 $1,147,640 $186,816 $3,119 $36,394 $1,373,969 

For the Three Months Ended June 30, 2022General Partner
Common Units		Limited Partner
Common Units/
Vested LTIP Units		Common
Unitholders		Limited Partner
Common
Unitholders		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest
in Consolidated
Joint Ventures		Total Equity
Balance at April 1, 202290,956 8,962 $1,201,834 $197,552 $1,995 $39,420 $1,440,801 
Net income— — 26,373 2,695 — 5,582 34,650 
Redeemable noncontrolling interests— — (3,524)(360)— (6,366)(10,250)
Change in noncontrolling interests in consolidated joint ventures— — — — — 7 7 
Vested LTIP units— 362 — — — — — 
Redemption of limited partners common units for common stock11 (11)161 (161)— — — 
Redemption of limited partners common units— (23)— (359)— — (359)
Shares issued under Dividend Reinvestment and Stock Purchase Plan1 — 16 — — — 16 
Directors' deferred compensation plan— — 110 — — — 110 
Other comprehensive loss— — — (6)(54)— (60)
Stock compensation136 — 2,509 445 — — 2,954 
Cancellation of common stock(41)— (696)— — — (696)
Balance at June 30, 202291,063 9,290 $1,226,783 $199,806 $1,941 $38,643 $1,467,173 
The accompanying notes are an integral part of these consolidated financial statements.
14
Table of Contents
VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)


Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES20242023
Net loss$(4,469)$(16,230)
Net income from discontinued operations(1,800)(2,602)
Net loss from continuing operations(6,269)(18,832)
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets20,109 21,758 
Amortization of deferred compensation stock units99 110 
Amortization of stock compensation4,200 3,864 
Amortization of deferred financing costs1,242 1,187 
Equity in earnings of unconsolidated joint ventures(254)68 
Gain (loss) on disposition of developable land(784)22 
Loss on sale of unconsolidated joint ventures(7,100)— 
Land and other impairments, net— 3,396 
Gain on insurance proceeds(255)(1,998)
Changes in operating assets and liabilities:
Decrease in unbilled rents receivable, net16 70 
Decrease in deferred charges and other assets3,909 2,634 
Increase in accounts receivable, net(131)(48)
(Increase) decrease in accounts payable, accrued expenses and other liabilities239 (6,698)
Increase in rents received in advance and security deposits383 731 
(Decrease) increase in accrued interest payable(94)281 
Net cash flows provided by operating activities - continuing operations15,310 6,545 
Net cash flows provided by operating activities - discontinued operations400 5,552 
Net cash provided by operating activities$15,710 $12,097 
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property additions, improvements and other costs(3,228)(2,375)
Development of rental property and other related costs(2,329)(2,925)
Proceeds from the sales of rental property10,111 6,364 
Proceeds from sale of investments in joint ventures6,095 — 
Repayment of notes receivable24 769 
Investment in unconsolidated joint ventures(61)(43)
Distributions in excess of cumulative earnings from unconsolidated joint ventures1,702 1,915 
Proceeds from insurance settlements255 2,939 
Net cash provided by investing activities - continuing operations12,569 6,644 
Net cash provided by investing activities - discontinued operations81,204 82,592 
Net cash provided by investing activities$93,773 $89,236 
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility$— $16,000 
Repayment of revolving credit facility— (16,000)
Repayment of mortgages, loans payable and other obligations(1,760)(84,128)
Redemption of redeemable noncontrolling interests, net(15,700)— 
Payment of financing costs(90)(1,359)
Contribution from noncontrolling interests(933)— 
Distributions to redeemable noncontrolling interests(302)(6,366)
Payment of common dividends and distributions(5,339)— 
Share issuance proceeds (costs), net(55)— 
Other financing activities(1,533)— 
Net cash used in financing activities$(25,712)$(91,853)
Net increase in cash and cash equivalents$83,771 $9,480 
Cash, cash equivalents and restricted cash, beginning of period (1)54,579 47,649 
Cash, cash equivalents and restricted cash, end of period (2)$138,350 $57,129 
(1)Includes Restricted Cash of $26,572 and $20,867 as of December 31, 2023 and 2022, respectively.
(2)Includes Restricted Cash of $25,649 and $19,642 as of March 31, 2024 and 2023, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
15

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands) (unaudited)
For the Six Months Ended June 30, 2023General Partner
Common Units		Limited Partner
Common Units/
Vested LTIP Units		Common
Unitholders		Limited Partner
Common
Unitholders		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest
in Consolidated
Joint Ventures		Total Equity
Balance at January 1, 202391,142 9,301 $1,163,935 $193,882 $3,977 $37,543 $1,399,337 
Net (loss) income— — (47,407)(4,718)— 5,760 (46,365)
Unit distributions— — — — — — — 
Redeemable noncontrolling interests— — (4,516)(461)— (6,983)(11,960)
Change in noncontrolling interests in consolidated joint ventures— — — — — (562)(562)
Vested LTIP units— 221 — — — — — 
Redemption of limited partners common units for shares of general partner common units650 (650)9,051 (9,051)— — — 
Redemption of limited partner common units— (5)— (94)— — (94)
Shares issued under Dividend Reinvestment and Stock Purchase Plan— — 2 — — — 2 
Directors' deferred compensation plan21 — 196 — — — 196 
Other comprehensive income— — — 50 541 — 591 
Stock compensation259 — 6,852 487 — — 7,339 
Cancellation of restricted shares(31)— (466)— — — (466)
Balance at June 30, 202392,041 8,867 $1,127,647 $180,095 $4,518 $35,758 $1,348,018 

For the Six Months Ended June 30, 2022General Partner
Common Units		Limited Partner
Common Units/
Vested LTIP Units		Common
Unitholders		Limited Partner
Common
Unitholders		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest
in Consolidated
Joint Ventures		Total Equity
Balance at January 1, 202290,948 9,013 $1,211,790 $197,236 $9 $40,383 $1,449,418 
Net income— — 17,281 1,797 — 11,045 30,123 
Distributions to unitholders— — — 218 — — 218 
Redeemable noncontrolling interests— — (6,466)(651)— (12,803)(19,920)
Change in noncontrolling interests in consolidated joint ventures— — — — — 18 18 
Vested LTIP units— 397 — — — — — 
Redemption of limited partners common units for shares of general partner common units11 (11)161 (161)— — — 
Redemption of limited partners common units— (109)— (1,801)— — (1,801)
Shares issued under Dividend Reinvestment and Stock Purchase Plan2 — 27 — — — 27 
Directors' deferred compensation plan— — 220 — — — 220 
Other comprehensive income— — — 190 1,932 — 2,122 
Stock compensation143 — 4,466 2,978 — — 7,444 
Cancellation of restricted shares(41)— (696)— — — (696)
Balance at June 30, 202291,063 9,290 $1,226,783 $199,806 $1,941 $38,643 $1,467,173 
The accompanying notes are an integral partTable of these consolidated financial statements.
16

VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)


Six Months Ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES20232022
Net (loss) income$(46,365)$30,123 
Net loss (income) from discontinued operations365 (23,344)
Net (loss) income from continuing operations(46,000)6,779 
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets47,269 39,480 
Amortization of deferred compensation stock units196 220 
Amortization of stock compensation7,339 7,444 
Amortization of deferred financing costs1,808 2,358 
Equity in earnings of unconsolidated joint ventures(2,633)(2,151)
Distributions of cumulative earnings from unconsolidated joint ventures— 13 
Loss (gain) on disposition of developable land22 (57,748)
Land and other impairments, net3,396 6,832 
Loss from extinguishment of debt2,657 129 
Gain on insurance proceeds(2,851)— 
Interest cost of mandatorily redeemable noncontrolling interests13,390 — 
Changes in operating assets and liabilities:
Decrease in unbilled rents receivable, net1,695 3,560 
Increase in deferred charges and other assets(1,610)(3,894)
(Increase) decrease in accounts receivable, net(248)225 
Decrease in accounts payable, accrued expenses and other liabilities(7,188)(2,915)
Increase in rents received in advance and security deposits502 2,171 
Increase (decrease) in accrued interest payable158 (39)
Net cash flows provided by operating activities - continuing operations17,902 2,464 
Net cash flows provided by operating activities - discontinued operations6,462 43,246 
Net cash provided by operating activities$24,364 $45,710 
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles$— $(5,192)
Rental property additions, improvements and other costs(5,747)(8,147)
Development of rental property and other related costs(5,647)(40,673)
Proceeds from the sales of rental property6,528 28,596 
Repayment of notes receivable1,257 1,433 
Investment in unconsolidated joint ventures(98)(147)
Distributions in excess of cumulative earnings from unconsolidated joint ventures6,454 7,450 
Proceeds from insurance settlements3,239 — 
Net cash provided by (used in) investing activities - continuing operations5,986 (16,680)
Net cash provided by investing activities - discontinued operations445,648 171,754 
Net cash provided by investing activities$451,634 $155,074 
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility$16,000 $43,000 
Repayment of revolving credit facility(16,000)(115,000)
Proceeds from mortgages and loans payable— 149,068 
Repayment of mortgages, loans payable and other obligations(84,258)(240,270)
Redemption of redeemable noncontrolling interests, net— (12,000)
Payment of early debt extinguishment costs(251)(5,140)
Common unit redemptions(94)(2,497)
Payment of financing costs(1,721)(3,025)
Contribution from noncontrolling interests— 18 
Distributions to redeemable noncontrolling interests(12,731)(12,908)
Payment of common dividends and distributions(38)(56)
Net cash used in financing activities$(99,093)$(198,810)
Net increase in cash and cash equivalents$376,905 $1,974 
Cash, cash equivalents and restricted cash, beginning of period (1)47,649 51,455 
Cash, cash equivalents and restricted cash, end of period (2)$424,554 $53,429 
(1)Includes Restricted Cash of $20,867 and $19,701 as of December 31, 2022 and 2021, respectively.
(2)Includes Restricted Cash of $27,614 and $21,153 as of June 30, 2023 and 2022, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
17

Contents
VERIS RESIDENTIAL, INC., VERIS RESIDENTIAL, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 91.291.4 and 90.791.4 percent common unit interest in the Operating Partnership as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.
The Company develops, owns, operates and operates predominantlydevelops multifamily rental properties located primarily in the Northeast, as well as a portfolio of non-strategic land and commercial properties and a parcel of land located in the Northeast.assets. The Company 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 June 30, 2023,March 31, 2024, the Company owned or had interests in 2423 multifamily rental properties, as well as non-core assets comprised of three office properties and four parking/retail properties.properties, plus developable land (collectively, the "Properties"). The Properties are comprised of: (a) 2320 wholly-owned or Company-controlled properties comprised of 17 multifamily properties and sixthree non-core assets, and (b) eightseven properties owned by unconsolidated joint ventures in which the Company has investment interests, including sevensix multifamily properties and aone non-core asset.asset. The Properties are located in three states in the Northeast, plus the District of Columbia.

On July 25, 2023, Veris Residential Trust ("VRT") and the Operating Partnership entered into a REIT Interest and Partnership Interest Purchase Agreement (the “Rockpoint Purchase Agreement”) with certain affiliates of Rockpoint Group, L.L.C. (Rockpoint Group, L.L.C. and its affiliates, collectively, “Rockpoint") pursuant to which VRT and the Operating Partnership acquired from Rockpoint allUpon completion of the Preferred Units that constituted the Put/Call Interests for an aggregate purchase price of $520 million (the "Rockpoint Redemption”). The Rockpoint Redemption was completed concurrently with the signingsale of the agreement. In addition, on July 25, 2023,last remaining non-strategic office asset in the first quarter of 2024, the Company also entered intoreassessed its reportable segments as the business activities are managed and evaluated on a revolving creditconsolidated basis. The Company evaluates performance based upon net operating income from the combined properties and term loan agreement (“2023 Credit Agreement”) that providesdoes not distinguish its principal business or group its operations on a geographical basis for a $60 million senior secured revolving credit facility (the “2023 Revolving Credit Facility”) and a $115 million senior secured term loan facility (the “2023 Term Loan”),purposes of whichmeasuring performance. Accordingly, the Company drew down onbelieves it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the entire $115 million 2023 Term Loan and $52 millionUnited States of the 2023 Revolving Credit Facility, which along with cash on hand, was used to complete the Rockpoint Redemption. For more information about the Rockpoint Purchase Agreement, 2023 Revolving Credit Facility and 2023 Term Loan, see Part II, Item 5. Other Information.America ("GAAP").
BASIS OF PRESENTATION
The accompanying consolidated financial statements includereflect 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 to the 20222023 10-K: 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 VIEsvariable 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
18

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 andof or the right to receive the returnsbenefits from the VIE that wouldcould 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 entityVIE 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 June 30, 2023March 31, 2024 and December 31, 2022,2023, 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. (See Note 14: Redeemable Noncontrolling Interests – Rockpoint Transaction), have total real estate assets of $454.6$447.8 million and $468.1$449.8 million, respectively, other assets of $6.6$7.2 million
16
Table of Contents
and $6.0$6.7 million, respectively, mortgages of $285.4$285.8 million and $285.5$285.2 million, respectively, and other liabilities of $15.3$16.0 million and $17.3$14.7 million, respectively.
The financial statements have been prepared in conformity with GAAP. The preparation of financial statements in conformity with 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 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.
2.    SIGNIFICANT ACCOUNTING POLICIES
These financial statements should be read in conjunction with the Company’s audited Annual Report on Form 10-K for the year ended December 31, 2022,2023, as certain disclosures in this Quarterly Report on Form 10-Q that would duplicate those included in the 10-K are not included in these financial statements.
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. 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 $0.2 million and $0.4 million for the three months ended June 30, 2023 and 2022, respectively, and $0.3 million and $0.9 million for the six months ended June 30, 2023 and 2022, 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 June 30, 2023 and December 31, 2022 is real estate and building and tenant improvements not in service, as follows (dollars in thousands):
June 30,
2023		December 31,
2022
Land held for development (including pre-development costs, if any) (a)(b)$256,190 $264,934 
Development and construction in progress, including land (c)36,601 205,173 
Total$292,791 $470,107 
(a)Includes predevelopment and infrastructure costs included in buildings and improvements of $95.1 million and $97.7 million as of June 30, 2023 and December 31, 2022, respectively.
(b)Includes $63.5 million of land and $7.6 million of building and improvements classified as to assets held for sale at June 30, 2023.
(c)Includes land of $11.5 million as of June 30, 2023 and $13.6 million as of December 31, 2022.
19

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.
Dividends and Distributions Payable
As a result of the completion of the Company’s transformation to a pure-play multifamily REIT, as well as the Company’s current estimates of taxable income, theThe Board of Directors considers a variety of factors when setting the General Partner (the "Board of Directors") has decided to reinstate a quarterly dividend beginning with the third quarter of 2023. The Company will reevaluate its dividend as the Company completes the sale of non-strategic asset sales.

The declaration and payment ofCompany's dividends and distributions will continue to be determined by the Board of Directors in light of conditions then existing, including the Company’s earnings, income tax projections, 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.

On July 24, 2023,February 27, 2024, the Company declared a $0.05$0.0525 dividend per common share, to be payablewhich was paid on October 10, 2023April 16, 2024 to shareholders of record as of the close of business on September 30, 2023.April 3, 2024.

The dividends and distributions payable at June 30, 2023At March 31, 2024 and December 31, 2022 represent amounts2023, the balance of the distributions payable was $5.6 million and $5.5 million, respectively.
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. There are aspects of this ASU that apply to entities with one reportable segment. The Company is currently evaluating the impact of adopting ASU 2023-07 will have on unvested LTIP units.the Company's consolidated financial statements.
3.    RECENT TRANSACTIONSINVESTMENTS IN RENTAL PROPERTIES
Dispositions of Rental Properties and Developable Land
The Company disposed of the following rental properties during the three months ended March 31, 2024 (dollars in thousands):
Disposition
Date		PropertyLocation# of
Bldgs.		Rentable
Square
Feet		Property
Type		Net
Sales
Proceeds		Net
Carrying
Value		Discontinued
Operations
Realized
Gains
(Losses)/
Unrealized
Losses, net
03/20/24Harborside 5Jersey City, New Jersey1977,225 Office$81,515 $81,228 $287 
Others (a)1,261 
Totals1977,225 $81,515 $81,228 $1,548 
(a)Others represent resolution of estimated accrued expenses from various previously sold rental properties.
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The Company disposed of the following developable land holding during the three months ended March 31, 2024 (dollars in thousands):
Disposition
Date		PropertyLocationNet
Sales
Proceeds		Net
Carrying
Value		Realized
Gains
(Losses)/
Unrealized
Losses, net
01/03/242 CampusParsippany-Troy Hills, New Jersey$10,155 $9,371 $784 
Totals  $10,155 $9,371 $784 
Dispositions of Unconsolidated Joint Venture
In January 2024, the Company's joint venture sold the Lofts at 40 Park multifamily rental property for $30.3 million and the Company recorded a gain on the sale for its interest of approximately $7.1 million during the three months ended March 31, 2024.
Real Estate Held for Sale/Sale
As of March 31, 2024, the Company had classified as held for sale several developable land parcels, which are located in Roseland and Jersey City, New Jersey. The following table summarizes the real estate held for sale, net:
(dollars in thousands)March 31,
2024		December 31,
2023
Land$60,916 $59,464 
Building & Other16,603 9,688 
Less: Accumulated depreciation— — 
Less: Cumulative unrealized losses on property held for sale(10,544)(10,544)
Real estate held for sale, net$66,975$58,608
In April 2024, the developable land parcels located in Jersey City, New Jersey classified as held for sale as of March 31, 2024 were sold for gross proceeds of $54.0 million.
Discontinued Operations/DispositionsOperations
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.operations. During the secondfirst quarter of 2023,2024, the Company identified one additional office property as discontinued operations. See Note 7: Discontinued Operations.
As of June 30, 2023, the Company included as held for sale two office properties totaling approximately 0.6 million square feet and several developable land parcels, which are located in Jersey City, Holmdel and Parsippany, New Jersey.
During the six months ended June 30, 2023, a land parcel that was previously identified as held for sale was reclassified as held and used. As a result of recent sales contracts in place, the Company determined that the carrying value of one office and three land parcels held for sale were not expected to be recovered from estimated net sales proceeds, and accordingly, during the three and six months ended June 30, 2023, recognized impairment of $3.6 million and $7.0 million, respectively.
The total estimated sales proceeds of real estate held for sale, net of expected selling costs, are expected to be approximately $131.7 million.
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The following table summarizes the real estate held for sale, net, and other assets and liabilities (dollars in thousands) as of June 30, 2023:
Office
Portfolio		Other Properties
Held for Sale		Total
Land$5,327$64,888$70,215
Building & Other92,09710,853102,950
Less: Accumulated depreciation(37,789)— (37,789)
Less: Cumulative unrealized losses on property held for sale(8,070)(4,616)(12,686)
Real estate held for sale, net$51,565$71,125$122,690
Other assets and liabilitiesOffice
Portfolio		Other Properties
Held for Sale		Total
Unbilled rents receivable, net (a)$1,177$— $1,177
Deferred charges, net (a)620— 620
Accounts payable, accrued exp & other liability(1,564)(67)(1,631)
Unearned rents/deferred rental income (a)(120)— (120)
(a)Expected to be removed with the completion of the sales.
The Company disposed of the following rental property during the six months ended June 30, 2023 (dollars in thousands):
Disposition
Date		PropertyLocation# of
Bldgs.		Rentable
Square
Feet		Property
Type		Net
Sales
Proceeds		Net
Carrying
Value		Discontinued
Operations
Realized
Gains
(Losses)/
Unrealized
Losses, net
02/10/23XS HotelsWeehawken, New Jersey2— Hotel$93,358 (a)$92,578 $780 
04/04/23Harborside 1, 2 and 3Jersey City, New Jersey31,886,800 Office362,446 362,304 142 
Totals51,886,800 $455,804 $454,882 $922 
(a)Included the proceeds of $84 million used to repay the mortgage loan encumbering the property at closing.
The Company disposed of the following developable land holding during the six months ended June 30, 2023 (dollars in thousands):
Disposition
Date		PropertyLocationNet
Sales
Proceeds		Net
Carrying
Value		Realized
Gains
(Losses)/
Unrealized
Losses, net
03/17/23Columbia-HoneywellMorris Township, New Jersey$8,214 (a)$8,236 $(22)
Totals  $8,214 $8,236 $(22)
(a)    Included deposits totaling $1.1 million received by the Company in December 2022 and January 2023.

4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
As of June 30, 2023,March 31, 2024, the Company had an aggregate investment of approximately $122.4$119 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 June 30, 2023,March 31, 2024, the unconsolidated joint ventures owned: sevensix multifamily properties totaling 2,1462,087 apartment units, a retail property aggregating approximately 51,000 square feet and interests and/or rights to developable land parcels able to accommodate up to 829
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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.
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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 June 30, 2023, the outstanding balance of such debt, subject to guarantees, totaled $18.2 million of which $2.0 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 $0.5$0.8 million and $0.9 million for such services in the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively. The Company had $0.6$0.4 million and $0.2$0.7 million in accounts receivable due from its unconsolidated joint ventures as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.
As of June 30, 2023,March 31, 2024, the Company does not have any investments in unconsolidated joint ventures that are considered VIEs.
The following is a summary of the Company's unconsolidated joint ventures as of June 30, 2023March 31, 2024 and December 31, 20222023 (dollars in thousands):
Property Debt
Property Debt
Entity / Property NameEntity / Property NameNumber of
Apartment Units
or Rentable SF		Company's
Effective
Ownership % (a)		Carrying ValueAs of June 30, 2023Interest
Rate
June 30,
2023		December 31,
2022		BalanceMaturity
Date		Entity / Property NameNumber of
Apartment Units		Company's
Effective
Ownership % (a)		Carrying ValueAs of March 31, 2024Interest
Rate
March 31,
2024
March 31,
2024
March 31,
2024		December 31,
2023		BalanceMaturity
Date
MultifamilyMultifamily
Metropolitan and Lofts at
40 Park (b) (c)		Metropolitan and Lofts at
40 Park (b) (c)		189units25.00 %$1,038 $1,747 $60,767 (d)(d)
Metropolitan and Lofts at 40 Park (b) (c)
Metropolitan and Lofts at 40 Park (b) (c)130units(c)$1,552 $908 $40,167 (d)
RiverTrace at Port ImperialRiverTrace at Port Imperial316units22.50 %4,767 5,114 82,000 11/10/26 3.21 %RiverTrace at Port Imperial316units22.50 %4,306 4,506 4,506 82,000 82,000 11/10/2611/10/26 3.21 %
Capstone at Port Imperial360units40.00 %22,505 23,234 135,000 12/22/24SOFR+1.2 %
The Capstone at Port ImperialThe Capstone at Port Imperial360units40.00 %22,518 21,361 135,000 12/22/24SOFR+1.20 %
Riverpark at HarrisonRiverpark at Harrison141units45.00 %— — 30,192 07/01/353.19 %Riverpark at Harrison141units45.00 %— — — 30,192 30,192 07/01/3507/01/353.19 %
Station HouseStation House378units50.00 %32,365 32,372 90,447 07/01/334.82 %Station House378units50.00 %31,985 32,022 32,022 88,927 88,927 07/01/3307/01/334.82 %
Urby at Harborside (e)Urby at Harborside (e)762units85.00 %59,663 61,594 187,137 08/01/295.197 %Urby at Harborside (e)762units85.00 %56,372 57,060 57,060 185,017 185,017 08/01/2908/01/295.20 %
PI North - Land (b) (f)PI North - Land (b) (f)829potential units20.00 %1,678 1,678 — — —PI North - Land (b) (f)829potential units20.00 %1,678 1,678 1,678 — — — — ——
Other (g)Other (g)419 419 — — —
Other (g)
Other (g)419 419 — — —
Totals:Totals:$122,435 $126,158 $585,543 
(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 owns a 25 percent interest in a 130-unit multifamily rental property ("The Metropolitan at 40 Park") and 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. In January 2024, the joint venture sold the 59-unit, five story multifamily rental property ("Lofts at 40 Park"). for $30.3 million and the Company recorded a gain on the sale for its interest of approximately $7.1 million during the three months ended March 31, 2024
(d)Property debt balance as of March 31, 2024 consists of: (i) an interest only loan, collateralized by the Metropolitan at 40 Park, with a balance of $36,500,$34.1 million, bears interest at LIBOR +2.85 percent,SOFR +2.85%, matures inon October 2023;10, 2024; and (ii) an amortizableinterest only loan, collateralized by the Shops at 40 Park, with a balance of $6,067, with a fixed rate of 5.125%. On January 10, 2023, the loan was modified bearing$6.1 million, bears interest at SOFR +2.00 percent+2.00% and matures inon January 2025; (iii) an interest only loan, collateralized by9, 2025. Proceeds from the sale of Lofts at 40 Park were used to repay an interest-only loan with a balance of $18,200, which bears interest at SOFR +2.00 percent and originally matured$17.2 million in January 2023. The loan has been extended with a maturity date of October 1, 2023.2024.
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(e)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 had guaranteed $22 million of the principal outstanding debt. On February 1, 2023, the lender released the guarantor of all obligations under the Guaranty Agreement.
(f)The Company owns a 20 percent residual interest in undeveloped land parcelsparcels: parcel 6 and parcel I that can accommodate the development of 829 multifamilyapartment units.
(g)The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term.
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The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the three and six months ended June 30,March 31, 2024 and 2023, and 2022, respectively (dollars in thousands):
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
Entity / Property Name
Entity / Property Name
Entity / Property Name
Multifamily
Multifamily
Multifamily
Metropolitan and Lofts at 40 Park (a)
Metropolitan and Lofts at 40 Park (a)
Metropolitan and Lofts at 40 Park (a)
RiverTrace at Port Imperial
RiverTrace at Port Imperial
RiverTrace at Port Imperial
Capstone at Port Imperial
Capstone at Port Imperial
Capstone at Port Imperial
Riverpark at Harrison
Riverpark at Harrison
Riverpark at Harrison
Station House
Station House
Station House
Urby at Harborside
Urby at Harborside
Urby at Harborside
PI North - Land
PI North - Land
PI North - Land
Liberty Landing
Liberty Landing
Liberty Landing
Three Months Ended
June 30,		Six Months Ended
June 30,
Entity / Property Name2023202220232022
Multifamily
Metropolitan and Lofts at 40 Park$(326)$(95)$(608)$(233)
RiverTrace at Port Imperial144 80 282 147 
Capstone at Port Imperial(126)23 (313)49 
Riverpark at Harrison67 45 405 45 
Station House91 (96)(7)(455)
Urby at Harborside2,906 2,793 2,973 2,768 
PI North - Land(56)(102)(96)(173)
Liberty Landing— (10)(3)(10)
Other
Other— — — 13 
Company's equity in earnings of unconsolidated joint ventures (a)$2,700 $2,638 $2,633 $2,151 
Company's equity in earnings of unconsolidated joint ventures (b)
Company's equity in earnings of unconsolidated joint ventures (b)
Company's equity in earnings of unconsolidated joint ventures (b)
(a)In January 2024, the joint venture sold the Lofts at 40 Park multifamily rental property for $30.3 million and the Company recorded a gain on the sale for its interest of approximately $7.1 million during the three months ended March 31, 2024.
(b)Amounts are net of amortization of basis differences of $154 thousand for each of the three months ended June 30, 2023March 31, 2024 and 2022 and $309 for each of the six months ended June 30, 2023 and 2022.2023.
The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of June 30, 2023 and December 31, 2022:
(dollars in thousands)June 30,
2023		December 31,
2022
Assets:
Rental Property, net$736,427 $745,210 
Other assets32,786 39,241 
Total assets$769,213 $784,451 
Liabilities and partners'/members' capital:
Mortgages and loans payable$585,543 $587,913 
Other liabilities9,325 15,545 
Partners'/members' capital174,345 180,993 
Total liabilities and partners'/members' capital$769,213 $784,451 

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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 three and six months ended June 30, 2023 and 2022, respectively (dollars in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Total revenues$25,945 $41,345 $47,770 $77,472 
Operating and other expenses(8,698)(22,317)(17,142)(47,816)
Depreciation and amortization(5,572)(6,381)(11,137)(12,941)
Interest expense(7,762)(7,051)(15,475)(13,827)
Net income$3,913 $5,596 $4,016 $2,888 

5.    DEFERRED CHARGES AND OTHER ASSETS, NET
(dollars in thousands)(dollars in thousands)June 30,
2023		December 31,
2022		(dollars in thousands)March 31,
2024		December 31,
2023
Deferred leasing costsDeferred leasing costs$11,487$59,651Deferred leasing costs$4,374$8,324
Deferred financing costs - revolving credit facility (a)Deferred financing costs - revolving credit facility (a)—6,684Deferred financing costs - revolving credit facility (a)846771
11,48766,335
5,2205,2209,095
Accumulated amortizationAccumulated amortization(7,314)(30,471)
Deferred charges, netDeferred charges, net4,17335,864Deferred charges, net1,9424,032
Notes receivable (b)781,309
In-place lease values, related intangibles and other assets, net (c)10,55412,298
Right of use assets (c)6,6452,238
In-place lease values, related intangibles and other assets, netIn-place lease values, related intangibles and other assets, net9,90110,034
Right of use assets (b)Right of use assets (b)5,9126,161
Prepaid expenses and other assets, netPrepaid expenses and other assets, net37,51144,453Prepaid expenses and other assets, net28,24433,729
Total deferred charges and other assets, netTotal deferred charges and other assets, net$58,961$96,162
Total deferred charges and other assets, net
Total deferred charges and other assets, net$45,999$53,956
(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 to the Company's 20222023 10-K: Significant Accounting Policies – Deferred Financing Costs.
(b)As of December 31, 2022, included an interest-free note receivable with a net present value of $0.2 million which matured in April 2023. Also included $1.0 million, net of a loan loss allowance of $26.0 thousand, as of December 31, 2022, of seller-financing provided by the Company to the buyers of the Metropark portfolio, which matured in May 2023. The receivable was 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.
(c)(b)This amount has a corresponding liability of $7.7$7.2 million and 3.2$7.4 million as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Office and Ground Lease agreements for further details.
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.
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The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted
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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 $6.4$3.0 million will be reclassified as a decrease to interest expense.
As of June 30, 2023,March 31, 2024, the Company had four interest rate caps outstanding with a notional amount of $548$304.2 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 as of June 30, 2023March 31, 2024 and December 31, 20222023 (dollars in thousands):
Asset Derivatives designated
as hedging instruments		Asset Derivatives designated
as hedging instruments
 Fair Value
Balance sheet locationAsset Derivatives designated
as hedging instruments
 Fair Value
Balance sheet location
June 30,
2023		December 31,
2022
Interest rate capsInterest rate caps$8,038 $9,808 Deferred charges and other assets
Interest rate caps
Interest rate caps$4,101 $5,098 Deferred charges and other assets
The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three and six months ended June 30,March 31, 2024 and 2023, and 2022, respectively (dollars in thousands):
Derivatives in Cash Flow Hedging RelationshipsDerivatives in Cash Flow Hedging RelationshipsAmount of Gain or (Loss) Recognized in OCI on DerivativeLocation 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 operationsDerivatives in Cash Flow Hedging Relationships
Amount of Gain or (Loss) Recognized in OCI on Derivative (a)
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
 Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (a)
 Total Amount of Interest Expense presented in the consolidated statements of operations
Three months ended June 30,202320222023202220232022
Three months ended March 31,Three months ended March 31,202420232024202320242023
Interest Rate CapsInterest Rate Caps$2,221 $(60)Interest expense$685 $— $(21,692)$(17,707)
Six months ended June 30,
Interest Rate Caps$1,697 $2,124 Interest expense$1,106 $2 $(43,706)$(32,733)
(a)Excludes net gains of $1.2 million and $0 recognized on unconsolidated jointly owned investments during the three months ended March 31, 2024 and 2023, respectively.
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 June 30, 2023,March 31, 2024, the Company did not have any interest rate derivatives in a net liability position.
6.    RESTRICTED CASH
Restricted cash generally includes tenant and resident 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):
June 30,
2023		December 31,
2022
March 31,
2024		March 31,
2024		December 31,
2023
Security depositsSecurity deposits$10,009$9,175Security deposits$10,186$9,996
Escrow and other reserve fundsEscrow and other reserve funds17,60511,692Escrow and other reserve funds15,46316,576
Total restricted cashTotal restricted cash$27,614$20,867
Total restricted cash
Total restricted cash$25,649$26,572
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7.    DISCONTINUED OPERATIONS
TheDuring the first quarter of 2024, the Company announced that its Boardsold the last office property, representing the completion of Directors had determined to sell the Company’s entiresale of the Office Portfolio, including both the suburban and waterfront office portfolios.Portfolio. As the decision to sellsale of the Office Portfolio represented a strategic shift in the Company’s operations, the results of certain of these sold 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 the 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 third quarter of 2023. As a result of the sales contract in place, the Company determined that the carrying value of this held for sale property was not expected to be recovered from
25

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.
As of June 30, 2023, the Company included as discontinued operations several waterfront office properties totaling approximately 3.9 million square feet, which are located in Jersey City and Hoboken, New Jersey. In addition, the hotels sold were also classified as discontinued operations.
The following table summarizes income from discontinued operations and the related realized gains (losses) and unrealized losses on disposition of rental property and impairments, net, for the three and six months ended June 30,March 31, 2024 and 2023 and 2022 (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Total revenues$2,685$27,557$19,333$77,157
Operating and other expenses(2,270)(11,769)(10,773)(23,449)
Depreciation and amortization(275)(7,014)(5,382)(15,086)
Interest expense— (2,966)(822)(6,385)
Income from discontinued operations1405,8082,35632,237
Loss from extinguishment of debt, net——(12)(6,289)
Realized loss on disposition of rental property(3,488)(4,440)(2,709)(2,604)
Realized loss, net(3,488)(4,440)(2,721)(8,893)
Total discontinued operations, net$(3,348)$1,368$(365)$23,344
Three Months Ended March 31,
20242023
Total Revenues$2,999$21,008
Operating and other expenses, net(2,284)(11,397)
Depreciation and amortization(668)(6,966)
Interest Expense— (822)
Equity in earnings of unconsolidated joint ventures205 — 
Income from discontinued operations2521,823
Realized gain (loss) on disposition of rental property1,548779
Realized gain (loss), net1,548779
Total discontinued operations, net$1,800$2,602
8.    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 provided 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 terminated the 2017 credit agreement on May 13, 2021.
On April 7, 2023, the Company terminated the 2021 Credit Agreement for both the 2021 Credit Facility and 2021 Term Loan. As a result of the termination, the Company has written off the unamortized deferred financing costs in an amount of $2.7 million during the three months ended June 30, 2023, which is recorded within Loss from extinguishment of debt, net, on the Consolidated Statements of Operations.
On July 25, 2023, the Company entered into a revolving credit and term loan agreement (“2023 Credit Agreement”) with a group of two lenders that provides for a $60 million senior secured revolving credit facility (the “2023 Revolving Credit Facility”) and a $115 million senior secured term loan facility (the “2023 Term Loan”). During the fourth quarter of 2023, the Company fully repaid the remaining balances of the 2023 Term Loan and 2023 Revolving Credit Facility. On April 22, 2024, the Company terminated the 2023 Credit Agreement for both the 2023 Credit Facility and 2023 Term Loan.
On April 22, 2024, the Company entered into a revolving credit and term loan agreement (the "2024 Credit Agreement") with a group of eight lenders that provides for a $300 million senior secured revolving credit facility (the "2024 Revolving Credit Facility") and a $200 million senior secured term loan facility (the "2024 Term Loan").

The terms of the 20232024 Revolving Credit Facility include: (1) a one-yearthree-year term ending in July 2024,April 2027, subject to one six-monthtwelve-month extension option; (2) revolving credit loans may be made to the Company in an aggregate principal amount of up to $60$300 million; (3) a first priority lien on no fewer than five properties with an aggregate appraised value of at least $900 million, initially consisting of (i) The James; and the unencumbered property known as The James,following additional identified properties to be added to the collateral pool at a 240 unit multi-family residential property locatedsubsequent date, (ii) 145 Front at 87 Madison Avenue, Park Ridge, New Jersey (theCity Square; (iii) Signature Place; (iv) Soho Lofts; and (v) Liberty Towers (collectively, the “Collateral Pool Property”Properties”); and (4) a commitment fee payable quarterly ranging from 25 basis points to 35 basis points per annum on the daily unused amount of the 2024 Revolving Credit Facility.

The terms of the 2024 Term Loan included: (1) a three-year term ending in April 2027, subject to one twelve-month extension option; (2) up to three delayed draws prior to April 22, 2025 of the term loan commitments up to an aggregate principal amount of $200 million; (3) a first priority lien in the Collateral Pool Properties; and (iv) a ticking fee payable quarterly equal to 35 basis points per annum on the daily unused amount of the 2023 Revolving Credit2024 Term Loan Facility.

The terms ofCompany may request increases in the 2023 Term Loan included: (1) a one-year term ending in 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 $115 million; and (3) a first priority lienthe 2024 Revolving Credit Facility and/or new term loans under the 2024 Term Loan Facility in the Collateral Pool Property.an aggregate amount of up to $200 million, which shall be subject to commercially reasonable syndication efforts.
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Interest on borrowings under the 20232024 Revolving Credit Facility and the 20232024 Term Loan shall be based on applicable interest rate (the “Interest Rate”) plus a margin ranging from 250100 basis points to 350200 basis points (the “Applicable Margin”Rate”) depending on the Interest Rate elected, currently 3.5%.elected. With respect to borrowings under the 20232024 Revolving Credit Facility and the 20232024 Term Loan, the Interest Rate shall be either (A) the Alternative Base Rate plus the Applicable MarginRate and/or (B) the Adjusted Term SOFR Rate plus the Applicable MarginRate or, with respect to the 20232024 Revolving Credit Facility only, (C) the Adjusted Daily Effective SOFR Rate plus the Applicable Margin.Rate. 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 NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month interest period plus 1%; “Adjusted Term SOFR Rate” means, subject to a floor of 0.0%, the Term SOFR Rate, , plus 10 basis points; and “Adjusted Daily Effective SOFR Rate” means, subject to a floor of 0.0%, for any day, the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s on the immediately succeeding business day (“SOFR”) plus 10 basis points.
The General Partner and certain subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the 20232024 Credit Agreement, and certain subsidiaries of the Operating Partnership also granted the lenders a security interest in certain subsidiary guarantors in order to further secure the obligations, liabilities and indebtedness of the Operating Partnership under the 20232024 Credit Agreement.
The 20232024 Credit Agreement, which applies to both the 2024 Revolving Credit Facility and the 2024 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 (prior to the Operating Partnership’s election of equity-secured financial covenants) relating to (a) the maximum total leverage ratio (65 percent)(65%), (b) the minimum debt service coverage ratio (1.25 times), (c) the minimum tangible net worth ratio (80% of tangible net worth as of July 25, 2023April 22, 2024 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), (d) the maximum unhedged variable rate debt ratio (30%), and (e) financial ratios (after the Operating Partnership's election of equity-secured financial covenants) relating to (i) the maximum total leverage ratio (60 percent), (ii) the minimum debt service coverage ratio (1.50 times), (iii) the minimum tangible net worth ratio (80% of tangible net worth as of April 22, 2024 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), and (d)(iv) the maximum unhedged variable rate debt ratio (30%). 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 includes a mandatory cash sweep provision that provides that any cash, cash equivalents or marketable securities
As of the 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 repayment of any outstanding borrowings under the 2023 Credit Agreement.
The 2023 Credit Agreement contains “change of control” provisions that permit the lenders to declare a defaultMarch 31, 2024 and require the immediate repayment of all outstanding borrowings under the 2023 Revolving Credit Facility. These change of control provisions, which have been an event of default under the agreements governing the Operating Partnership’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 Operating Partnership could seek a forbearance, waiver or amendment of the change of control provisions from the lenders, however there can be no assurance that the Operating Partnership 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 2023 Credit Agreement may (or, in the case of any bankruptcy event of default, shall) become immediately due and payable, and the Operating Partnership will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code.
On July 25, 2023, the Operating Partnership drew the full $115 million available under the 2023 Term Loan and borrowed $52 million from the 2023 Revolving Credit Facility which proceeds, together with available cash, were used to fund the purchase price under the Rockpoint Purchase Agreement in Part II, Item 5. On July 26,December 31, 2023, the Company paid down a totalhad no borrowings outstanding under its term loan and revolving credit facilities.
The Company was in compliance with its debt covenants under its revolving credit facility as of $27 million of borrowings under the 2023 Revolving Credit Facility.March 31, 2024.
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.properties. As of June 30, 2023, 16March 31, 2024, 17 of the Company’s properties, with a total carrying value of approximately $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 June 30, 2023.March 31, 2024.

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A summary of the Company’s mortgages, loans payable and other obligations as of June 30, 2023March 31, 2024 and December 31, 20222023 is as follows (dollars in thousands):
Property/Project NameProperty/Project NameLender 
Effective
Rate (a)
 June 30,
2023		 December 31,
2022		 MaturityProperty/Project NameLender 
Effective
Rate (a)
 March 31,
2024		 December 31,
2023		 Maturity
Port Imperial 4/5 Hotel (b)Fifth Third BankN/A$— $84,000 — 
Portside at Pier OneCBRE Capital Markets/FreddieMac 3.57 %58,998 58,998 08/01/23
Signature Place
Signature Place
Signature PlaceSignature PlaceNationwide Life Insurance Company 3.74 %43,000 43,000 08/01/24Nationwide Life Insurance Company 3.74 %$43,000 $$43,000 08/01/2408/01/24
Liberty TowersLiberty TowersAmerican General Life Insurance Company 3.37 %265,000 265,000 10/01/24Liberty TowersAmerican General Life Insurance Company 3.37 %265,000 265,000 265,000 10/01/2410/01/24
Haus25 (c)QuadReal FinanceSOFR+2.70 %297,324 297,324 12/01/24
Portside 5/6 (d)New York Life Insurance Company 4.56 %97,000 97,000 03/10/26
Portside 2 at East Pier (b)Portside 2 at East Pier (b)New York Life Insurance Company 4.56 %96,613 97,000 03/10/26
BLVD 425BLVD 425New York Life Insurance Company 4.17 %131,000 131,000 08/10/26BLVD 425New York Life Insurance Company 4.17 %131,000 131,000 131,000 08/10/2608/10/26
BLVD 401BLVD 401New York Life Insurance Company 4.29 %117,000 117,000 08/10/26BLVD 401New York Life Insurance Company 4.29 %117,000 117,000 117,000 08/10/2608/10/26
The Upton (e)Bank of New York MellonSOFR+1.58 %75,000 75,000 10/27/26
145 Front at City Square (f)MUFG Union BankSOFR+1.84 %63,000 63,000 12/10/26
Riverhouse 9 at Port Imperial (g)JP MorganSOFR+1.41 %110,000 110,000 06/21/27
Portside at East Pier (c)
Portside at East Pier (c)
Portside at East Pier (c)KKRSOFR+2.75 %56,500 56,500 09/07/26
The Upton (d)The Upton (d)Bank of New York MellonSOFR+1.58 %75,000 75,000 10/27/26
145 Front at City Square (e)145 Front at City Square (e)US BankSOFR+1.84 %62,746 63,000 12/10/26
RiverHouse 9 at Port Imperial (f)RiverHouse 9 at Port Imperial (f)JP MorganSOFR+1.41 %110,000 110,000 06/21/27
Quarry Place at TuckahoeQuarry Place at TuckahoeNatixis Real Estate Capital LLC 4.48 %41,000 41,000 08/05/27Quarry Place at TuckahoeNatixis Real Estate Capital LLC 4.48 %41,000 41,000 41,000 08/05/2708/05/27
BLVD 475 N/SBLVD 475 N/SThe Northwestern Mutual Life Insurance Co. 2.91 %165,000 165,000 11/10/27BLVD 475 N/SThe Northwestern Mutual Life Insurance Co. 2.91 %165,000 165,000 165,000 11/10/2711/10/27
Riverhouse 11 at Port ImperialThe Northwestern Mutual Life Insurance Co. 4.52 %100,000 100,000 01/10/29
Soho Lofts (h)New York Community Bank 3.77 %160,000 160,000 07/01/29
Haus25Haus25Freddie Mac6.04 %343,061 343,061 09/01/28
RiverHouse 11 at Port ImperialRiverHouse 11 at Port ImperialThe Northwestern Mutual Life Insurance Co. 4.52 %100,000 100,000 01/10/29
Soho Lofts (g)Soho Lofts (g)Flagstar Bank 3.77 %158,034 158,777 07/01/29
Port Imperial South 4/5 GaragePort Imperial South 4/5 GarageAmerican General Life & A/G PC 4.85 %31,908 32,166 12/01/29Port Imperial South 4/5 GarageAmerican General Life & A/G PC 4.85 %31,511 31,645 31,645 12/01/2912/01/29
Emery at Overlook RidgeNew York Community Bank 3.21 %72,000 72,000 01/01/31
The Emery at Overlook Ridge (h)The Emery at Overlook Ridge (h)Flagstar Bank 3.21 %71,758 72,000 01/01/31
Principal balance outstanding
Principal balance outstanding
Principal balance outstandingPrincipal balance outstanding 1,827,230 1,911,488   1,867,223 1,868,983 1,868,983   
Unamortized deferred financing costsUnamortized deferred financing costs (6,249)(7,511) Unamortized deferred financing costs (14,074)(15,086)(15,086)  
  
Total mortgages, loans payable and other obligations, netTotal mortgages, loans payable and other obligations, net $1,820,981 $1,903,977  
Total mortgages, loans payable and other obligations, net
Total mortgages, loans payable and other obligations, net $1,853,149 $1,853,897  
(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)The loan was paid off on disposition of the hotels on February 10, 2023.
(c)This construction loan has a SOFR floor of 2.0 percent, has a maximum borrowing capacity of $300 million and provides, subject to certain conditions, a one year extension option with a fee of 25 basis points. The Company entered into an interest-rate cap agreement for the mortgage loan.
(d)The Company has guaranteed 10 percent of the outstanding principal, subject to certain conditions.
(e)(c)On October 27, 2021,August 10, 2023, the Company obtainedrefinanced the Freddie Mac fixed rate loan. Additionally, a $75 million mortgage loan and entered into3-year cap at a strike rate of 3.5% was placed, expiring in September 2026.
(d)As of March 31, 2024, an interest-rate cap agreement was in place for this mortgage loan with a strike rate of 1.0%, expiring in October 2024.
(e)On September 30, 2023 the mortgage loan.Company placed a 9-month SOFR cap at a strike rate of 4.0%. On April 22, 2024, the Company notified the lender of its intention to prepay the outstanding loan amount in full on May 22, 2024.
(f)On January 12, 2023, the Company entered intoAs of March 31, 2024, an interest-rate cap agreement was in place for thethis mortgage loan.loan, with a strike rate of 3.0%, expiring in June 2024.
(g)On June 21, 2022,Effective rate reflects the fixed rate period, which ends in July 1, 2024. After that period ends, the Company obtainedmust make a $110 million mortgage loan and entered into an interest-rate cap agreementone-time election of how to compute the interest rate for this loan: (a) the mortgage loan.floating-rate option, the sum of the highest prime rate as published in the New York Times on 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.
(h)Effective rate reflects the first five years of interest payments at a fixed rate. Interest payments afterrate period, which ends on January 1, 2026. After that period ends, are basedthe 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 LIBOReach 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.
Cash Paid for Interest and Interest Capitalized
Cash paid for interest for the sixthree months ended June 30,March 31, 2024 and 2023 and 2022 was $40.1$19.5 million and $37.0$20.5 million (of which $1.1 millionzero and $7.8$1.1 million pertained to properties classified as discontinued operations), respectively. InterestNo interest was capitalized by the Company for the sixthree months ended June 30, 2023March 31, 2024 and 2022 was zero and $10.5 million, respectively.2023.
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Summary of Indebtedness
(dollars in thousands)(dollars in thousands)June 30,
2023		December 31,
2022		(dollars in thousands)March 31,
2024		December 31,
2023
BalanceWeighted Average
Interest Rate		Balance
Weighted Average
Interest Rate
BalanceWeighted Average
Interest Rate		Balance
Weighted Average
Interest Rate
Fixed Rate & Hedged Debt (a)Fixed Rate & Hedged Debt (a)$1,820,981 4.32 %$1,757,308 4.27 %Fixed Rate & Hedged Debt (a)$1,853,149 4.34 4.34 %$1,853,897 4.34 4.34 %
Other Variable Rate Debt— — %146,669 6.86 %
Totals/Weighted Average:Totals/Weighted Average:$1,820,981 4.32 %$1,903,977 4.47 %
Totals/Weighted Average:
Totals/Weighted Average:$1,853,149 4.34 %$1,853,897 4.34 %
(a) As of June 30, 2023March 31, 2024 and December 31, 2022,2023, includes debt with interest rate caps outstanding with a notional amount of $548$304.2 million and $485$304.5 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 inas 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 withby 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 her termination of service with the Company. Total expense recognized by the Company for the 401(k) Plan for the three months ended June 30,March 31, 2024 and 2023 and 2022 was $129$152 thousand and $148$147 thousand, respectively and $277 thousand and $330 thousand for the six months ended June 30, 2023 and 2022, respectively.
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 June 30, 2023March 31, 2024 and December 31, 2022.2023. 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 June 30, 2023March 31, 2024 and December 31, 2022.2023.
The fair value of the Company’s long-term debt, consisting of mortgages, loans payable and other obligations aggregated approximately $1.7$1.8 billion and $1.8 billion as compared to the book value of approximately $1.8$1.9 billion and $1.9 billion as of June 30, 2023March 31, 2024 and December 31, 2022,2023, 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 valuation 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.

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The notes receivable by the Company are presentedItems 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.Fair Value on a 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.
As of June 30, 2023, the Company included as held for sale two office properties totaling approximately 0.6 million square feet and several developable land parcels, which are located in Jersey City, Holmdel and Parsippany, New Jersey.
As a result of recent sales contracts in place, the Company determined that the carrying value of one office and three land parcels held for saleThere were not expected to be recovered from estimated net sales proceeds, and accordingly,no impairment charges recognized during the three and six months ended June 30, 2023, recognized impairment charges of $3.6 millionMarch 31, 2024 and $7.0 million, respectively.2023.
Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of June 30, 2023 and December 31, 2022.

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12.    COMMITMENTS AND CONTINGENCIES
TAX ABATEMENTPILOT 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 ThreePILOT Payments Six
Property NameLocationAsset TypePILOT
Expiration Dates		Months Ended
June 30,		Months Ended
June 30,
2023202220232022
(Dollars in Thousands)(Dollars in Thousands)
111 River Street (a)Hoboken, NJOffice4/2022$—$—$—$85
Harborside Plaza 4A (b)Jersey City, NJOffice2/2022———218
Harborside Plaza 5 (c)Jersey City, NJOffice6/2022—1,109—2,217
BLVD 401 (Marbella 2) (d)Jersey City, NJMultifamily4/2026461376864735
RiverHouse 11 at Port Imperial (e)Weehawken, NJMultifamily7/2033405356779706
Port Imperial 4/5 Hotel (f)Weehawken, NJHotel12/2033—7332241,466
RiverHouse 9 at Port Imperial (g)Weehawken, NJMultifamily6/2046372318754640
Haus25 (h)Jersey City, NJMixed-Use3/20475731241,147124
The James (i)Park Ridge, NJMultifamily6/2051144—287—
Total Pilot taxes$1,955$3,016$4,055$6,191
PILOT Payments
Property NameLocationAsset TypePILOT
Expiration Dates		Three Months Ended March 31,
20242023
(Dollars in Thousands)
BLVD 401 (Marbella 2) (a)Jersey City, NJMultifamily4/2026$442$403
RiverHouse 11 at Port Imperial (b)Weehawken, NJMultifamily7/2033457374
Port Imperial 4/5 Hotel (c)Weehawken, NJHotel12/2033—224
RiverHouse 9 at Port Imperial (d)Weehawken, NJMultifamily6/2046407382
Haus25 (e)Jersey City, NJMixed-Use3/2047697574
The James (f)Park Ridge, NJMultifamily6/2051206143
Total PILOT taxes$2,209$2,100

(a)The property was disposed of in the first quarter of 2022.
(b)The annual PILOT is equal to two percent of Total Project Costs, as defined. The total Project Costs are $49.5 million.
(c)The annual PILOT is equal to two percent of Total Project Costs, as defined. The total Project Costs are $170.9 million.
(d)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.
(e)(b)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.
(f)(c)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.
(g)(d)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.
(h)(e)For a term of 25 years following substantial completion, which occurred in April 2022. The annual PILOT is equal to seven percent of Gross Revenues, as defined.
(i)(f)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.
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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 June 30, 2023March 31, 2024 and December 31, 2022,2023, are as follows (dollars in thousands):
YearYear
As of June 30, 2023
Amount
Year
As of March 31, 2024
Amount
July 1 through December 31, 2023$636
20241,272
April 1 through December 31, 2024April 1 through December 31, 2024$954
202520251,27920251,279
202620261,27920261,279
202720271,28020271,280
2028 through 210131,940
20282028494
2029 through 21012029 through 210131,447
Total lease paymentsTotal lease payments37,686Total lease payments36,733
Less: imputed interestLess: imputed interest(29,948)
TotalTotal$7,738
Total
Total$7,154
YearYear
As of December 31, 2022
Amount
Year
As of December 31, 2023
Amount
2023$192
202420241922024$1,272
2025202519920251,279
2026202619920261,279
2027202720020271,280
2028 through 210131,664
20282028494
2029 through 21012029 through 210131,447
Total lease paymentsTotal lease payments32,646Total lease payments37,051
Less: imputed interestLess: imputed interest(29,418)
TotalTotal$3,228
Total
Total$7,351
Office and ground lease expenses incurred by the Company amounted to $582$646 thousand and $214$265 thousand for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively, and $847 thousand and $562 thousand for the six months ended June 30, 2023 and 2022.respectively.
In accordance with ASU 2016-02 (Topic 842), theThe Company had capitalized operating leases for one office and two ground leases, which had a total balancebalances of $7.6$3.9 million and $2.1 million, respectively, at June 30, 2023.March 31, 2024. Such amountamounts represents the net present value (“NPV”) of future payments detailed above. The weighted averageone office and two ground leases used incremental borrowing rate usedrates of 6.0 percent and 7.6 percent, respectively, to arrive at the NPV was 6.6 percent for theand have weighted average remaining lease terms of 35.74.0 years years.and 77.3 years, respectively. These rates were arrived at by adjusting the fixed and floating 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.
The initial recognitionOTHER
During the first quarter of a lease liability and right-of-use asset in an amount of $4.7 million for the office lease is a noncash activity.
OTHER
As of June 30, 2023,2024, the Company has outstandingdetermined that the applicable conditions required to earn the stay-on award agreements with 2320 employees which provides them withwere satisfied, and as a result, the potential to receive compensation, incorresponding cash or Companyand 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.
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awards were deemed earned and payable. The total potential cost of such awards is currently estimated to be up towas approximately $2.9$2.6 million, including the potential future issuance of up to 42,095 shares of the Company’s common stock. Such cash or stock, awards would only be earnedof which $1.3 million and payable if such transaction$1.3 million was identifiedrecorded in General and communicatedadministrative and Real estate services expenses, respectively, on the Company's Consolidated Statements of Operations. At March 31, 2024,
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the Company recorded a $2.0 million liability related to the employeecash awards within seven years ofAccounts payable, accrued expenses and other liabilities on the agreement dates, most ofCompany's Consolidated Balance Sheets, which were signedwas paid in late 2020 and early 2021, and all other conditions were satisfied.April 2024.
13.TENANT LEASES
The Company’s consolidated office properties are leased to tenants under operating leases with various expiration dates through 2032. 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.
Future minimum rentals to be received under non-cancelable commercial operating leases (excluding properties classified as discontinued operations) at June 30, 2023 and December 31, 2022 are as follows (dollars in thousands):
Year
As of
 June 30, 2023
Amount
July 1 through December 31, 2023$6,718
202412,084
202510,952
20268,822
20275,749
2028 and thereafter7,795
Total$52,120
Year
As of December 31, 2022
Amount
2023$14,618
202411,879
202510,535
20268,397
20275,315
2028 and thereafter6,891
Total$57,635
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
33

Rockpoint Transaction2023 Transactions
On February 27, 2017, the Company,April 5, 2023, Veris Residential Trust (“VRT”), the Company’s subsidiary through which the Company conducts its multifamily residential real estate operations, Veris Residential Partners, L.P. (“VRLP”exercised its right to purchase and redeem direct and indirect interests (the “Put/Call Interests”), the operating in preferred units of limited partnership through which VRT conducts all of its operations, and certain other affiliates of the Company entered into a preferred equity investment agreementinterests in VRLP (the “Original Investment Agreement”"Preferred Units") withfrom certain affiliates of Rockpoint Group, L.L.C. (Rockpoint Group, L.L.C. and its affiliates, collectively, “Rockpoint”). The Original Investment Agreement provided for VRT to contribute 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. 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, 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. Pursuant 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 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 of the new transaction with Rockpoint, set forth in the Third Amended and Restated Limited Partnership Agreement of 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 June 30, 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%,
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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 June 30, 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 June 30, 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
•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 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 interest holders (an acquisition pursuant clauses (a) or (b) above, an “Early Purchase”). VRT has the right to acquire Rockpoint’s interest 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
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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.
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 Payments (determined without regard to the make whole premium and any related tax allocations). 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 (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.
As such, the Preferred Units contain a substantive redemption feature that is outside of the Company’s control and accordingly, pursuant to ASC 480-1—S99-3A, the Preferred Units were previously classified in mezzanine equity measured based on the estimated future redemption value before the redemption right was exercised.
On April 5, 2023, VRT delivered notice to Rockpoint that VRT was exercising its right to purchase and redeem the Put/Call Interests from Rockpoint. On April 6, 2023, Rockpoint delivered notice to VRT that Rockpoint was exercisingexercised its right under the VRLPVeris 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.Within ninety (90) days of March 1, 2024, VRLP must engage an appraiser mutually agreed by VRT and Rockpoint or otherwise selected pursuant to VRLP Partnership Agreement, to determine the fair market value of the Partnership’s assets, which valuation will be used to determine the Purchase Payments (determined without regard to the make whole premium). Closing of (i) the purchase and redemption of the Put/Call Interests, or, (ii) if a Rockpoint conversion election has been made, the issuance of Common Interests in VRLP will occur within thirty (30) calendar days following the determination of the fair market value of VRLP’s assets and the Purchase Payments (determined without regard to the make whole premium), which closing will occur no earlier than the second quarter of 2024.
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 initiallyinitial measurement amount.
The Company determines 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 unobservable inputs that consider assumptions of market participants in pricing the underlying assets of VRLP. For properties under development, the Company applies 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 is used by applying a capitalization rate to the projected net operating income. For developable land holdings, an estimated per-unit market value assumption is considered based on development rights or plans for the land. Estimated future cash flows used in such analyses are based on the Company’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 estimated future redemption value of the Preferred Units, including current preferred return payments of $2.0 million is approximately $487.6 million as of June 30, 2023.
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), Rockpoint ceased to be, direct or indirect, as applicable, members of VRLP, and all obligations of VRT and VRLP and all rights, title and interest
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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 Rockpoint. Under the Original Investment Agreement, VRT 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 for an aggregate of $300 million of Preferred 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 28, 2019, pursuant 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 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 transaction with Rockpoint. The estimation of NAV included unobservable inputs that consider assumptions of market participants in pricing the underlying assets of VRLP. For properties under development, the Company 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 was used by applying a capitalization rate to the projected net operating income. For developable land holdings, an estimated per-unit market value assumption was considered based on development rights or plans for the land. Estimated future cash flows used in such analyses were based on the Company’s business plan for each respective property including capital expenditures, management’s views of market and economic conditions, and considered items such as current and future rental rates, occupancies and market transactions for comparable properties. The estimated future redemption value of the
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Preferred Units, including current preferred return payments of $2.0 million, was approximately $487.6 million before the redemption occurred on July 25, 2023.
Preferred Units
On February 3, 2017, theThe Operating Partnership has issued 42,800 sharestwo 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 six months ended June 30, 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 UnitsSeries A-1 Preferred Units
Issuance dateFebruary 2017February and April, 2017
Number of units issued42,8009,213
Stated value per unit$1,000$1,000
Annual dividend rate paid quarterly3.50 %(a)
Conversion rate28.1527.936
Conversion value per unit$35.52$35.80
Maximum common unit conversion1,204,820257,375
(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”), payspay 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 $35.80 per common unit. The Series A-1 Units have a liquidation and dividend preference senior toissuance. In addition, the Common Units and include customary anti-dilution protections for stock splits and similar events. The Series A-1Preferred Units are redeemable for cash at their stated value beginning five years from the date of issuance at the option of the holder. The
During the three months ended March 31, 2024, the remaining 15,700 Series A Preferred Units were redeemed for cash at the stated value. At March 31, 2024, there were 9,213 Series A-1 Preferred Units are pari passu with the 3.5% Series A Units issued on February 3, 2017.outstanding.
The following tables set forth the changes in Mandatorily redeemable noncontrolling interests for the three and six months ended June 30, 2023 Summary of Redeemable Noncontrolling Interest(dollars in thousands)s:
Rockpoint
Interests
in VRT
Balance at January 1 and April 1, 2023$—
Reclassification479,977
Income Attributed to Noncontrolling Interests5,748
Distributions(5,748)
Redemption Value Adjustment7,642
Balance at Balance at June 30, 2023$487,619
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The following tables set forth the changes in Redeemable noncontrolling interests within the mezzanine section for the three and six months ended June 30,March 31, 2024 and 2023, and 2022, respectively (dollars in thousands):
Series A and
A-1 Preferred
Units
In VRLP
Rockpoint
Interests
in VRT
Total
Redeemable
Noncontrolling
Interests
Balance at April 1, 2023$40,231$479,977$520,208
Income Attributed to Noncontrolling Interests350267617
Distributions(350)(267)(617)
Reclassification to Mandatorily Redeemable Non-controlling Interests— (479,977)(479,977)
Balance at June 30, 2023$40,231$—$40,231
Series A and
A-1 Preferred
Units
In VRLP		Rockpoint
Interests
in VRT		Total
Redeemable
Noncontrolling
Interests
Balance at April 1, 2022$40,302$472,210$512,512
Income Attributed to Noncontrolling Interests3506,0166,366
Distributions(350)(6,016)(6,366)
Redemption Value Adjustment(71)3,8843,813
Balance at June 30, 2022$40,231$476,094$516,325
Series A and
A-1 Preferred
Units
In VRLP
Rockpoint
Interests
in VRT
Total
Redeemable
Noncontrolling
Interests
Balance at Balance at January 1, 2023$40,231$475,000$515,231
Income Attributed to Noncontrolling Interests7006,2836,983
Distributions(700)(6,283)(6,983)
Redemption Value Adjustment— 4,9774,977
Reclassification to Mandatorily Redeemable Non-controlling Interests— (479,977)(479,977)
Balance at June 30, 2023$40,231$—$40,231
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
Redemption/Payout(12,000)—(12,000)
Net40,324468,989509,313
Income Attributed to Noncontrolling Interests77112,03212,803
Distributions(771)(12,032)(12,803)
Redemption Value Adjustment(93)7,1057,012
Balance at June 30, 2022$40,231$476,094$516,325

Series A and
A-1 Preferred
Units
In VRLP
Rockpoint
Interests
in VRT
Total
Redeemable
Noncontrolling
Interests
Balance at January 1, 2024$24,999$—$24,999
Redemption/Payout(15,700)—(15,700)
Income Attributed to Noncontrolling Interests297—297
Distributions(302)—(302)
Balance at March 31, 2024$9,294$—$9,294
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Series A and
A-1 Preferred
Units
In VRLP		Rockpoint
Interests
in VRT		Total
Redeemable
Noncontrolling
Interests
Balance at January 1, 2023$40,231$475,000$515,231
Income Attributed to Noncontrolling Interests3506,0166,366
Distributions(350)(6,016)(6,366)
Redemption Value Adjustment—4,9774,977
Balance at March 31, 2023$40,231$479,977$520,208
15.14.    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 16:15: Noncontrolling Interests in Subsidiaries.
The following table reflects the activity of the General Partner capital for the three and six months ended June 30,March 31, 2024 and 2023, and 2022, respectively (dollars in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Opening BalanceOpening Balance$1,216,530$1,275,681$1,235,685$1,281,982
Net (loss) income available to common shareholders(27,434)26,373(47,407)17,281
Opening Balance
Opening Balance
Net loss available to common shareholders
Net loss available to common shareholders
Net loss available to common shareholders
Shares issued under ATM Program, net
Shares issued under ATM Program, net
Shares issued under ATM Program, net
Common stock distributions
Common stock distributions
Common stock distributions
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Redeemable noncontrolling interestsRedeemable noncontrolling interests— (3,524)(4,516)(6,466)
Redemption of common units for common stockRedemption of common units for common stock4,192 161 9,051 161 
Redemption of common units for common stock
Redemption of common units for common stock
Shares issued under Dividend Reinvestment and Stock Purchase Plan
Shares issued under Dividend Reinvestment and Stock Purchase Plan
Shares issued under Dividend Reinvestment and Stock Purchase PlanShares issued under Dividend Reinvestment and Stock Purchase Plan116227
Directors' deferred compensation planDirectors' deferred compensation plan86110196220
Directors' deferred compensation plan
Directors' deferred compensation plan
Stock Compensation
Stock Compensation
Stock CompensationStock Compensation3,3812,5096,8524,466
Cancellation of common stockCancellation of common stock(219)(696)(466)(696)
Other comprehensive income (loss)1,399(54)5411,932
Cancellation of common stock
Cancellation of common stock
Other comprehensive (loss) income
Other comprehensive (loss) income
Other comprehensive (loss) income
Rebalancing of ownership percent between parent and subsidiariesRebalancing of ownership percent between parent and subsidiaries(983)(4,296)(2,985)(2,627)
Balance at June 30$1,196,953$1,296,280$1,196,953$1,296,280
Rebalancing of ownership percent between parent and subsidiaries
Rebalancing of ownership percent between parent and subsidiaries
Balance at March 31
Balance at March 31
Balance at March 31
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.
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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 issueoffer and sell shares of our common stock from time to time, shares of common stock, par value $0.01 per share, having a combinedup to an aggregate offeringgross sales price of up to $200 million. The Company will paymillion, 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 June 30, 2023,March 31, 2024, the Company had not sold any shares pursuant to the ATM Program.
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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 5.4 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 5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP.
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 Amended and Restated 2013 Incentive Stock Plan (as so amended and restated, the "2013 Plan") to increase the total shares reserved for issuance under the plan from 4,600,000 to 6,565,000 shares.
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 the these inducement awards have a three-year vesting period.
There were no stock options that were exercised under any stock option plans for the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, respectively. The Company has a policy of issuing new shares to satisfy stock option exercises.
As of June 30, 2023March 31, 2024 and December 31, 2022,2023, the stock options outstanding had a weighted average remaining contractual life of approximately 4.13.3 years and 4.63.6 years, respectively.
The Company recognized stock compensation expense related to stock options expense of $322$338 thousand and $309$322 thousand for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively and $644 thousand and $562 thousand for the six months ended June 30, 2023 and 2022, respectively.
Appreciation-Only LTIP Units
In March 2019, the Company granted 625,000 Appreciation-Only LTIP Units (“AO LTIP Units”) which were a class of partnership interests in the Operating Partnership that were intended to qualify as “profits interests” for federal income tax purposes. The AO LTIP Units were cancelled and forfeited in March 2023 as they did not vest.
The Company recognized AO LTIP unit expense of zero and $156 thousand for the three months ended June 30, 2023 and 2022 and $124 thousand and $311 thousand for the six months ended June 30, 2023 and 2022.
Time-based Restricted Stock Awards and Restricted Stock Units
The Company has issued Restricted Stock Awards ("RSAs") in the form of restricted stock units and common stock (“Restricted Stock Awards”) to officers, certain other employees and non-employee members of the Board of Directors, which allow the holders to each receive a certain amount of shares of the General Partner’sCompany’s common stock generally overfollowing a one-year to three-year vesting period. Vesting of the RSAs issued is based on time and service. On June 14, 2023, the Company issued Restricted Stock AwardsRSAs to non-employee members of the Board of Directors, which vest within one year, of which 54,184 unvested Restricted Stock AwardsRSAs were outstanding at June 30, 2023. DuringMarch 31, 2024.
The Company recognized stock compensation expense related to RSAs of $230 thousand and $175 thousand for the years ended December 31, 2021 and December 31, 2022 and the sixthree months ended June 30,March 31, 2024 and 2023, the Company granted restricted stock units to certain non-executive employees of the Company which will vest after three years, of which 358,164 were still outstanding and unvested as of June 30, 2023. 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 currentlyrespectively.
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outstanding and unvested Restricted Stock Awards provided to the officers, certain other employees, and members of the Board of Directors were issued under the 2013 Plan and as inducement awards.
As of June 30, 2023,March 31, 2024, the Company had $4.4 million$189 thousand of total unrecognized compensation cost related to unvested Restricted Stock AwardsRSAs granted under the Company’s stock compensation plans. That cost is expected to be recognized over a remaining weighted average period of 1.60.2 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 Plan Awards
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, LTIP Awards were in the form of LTIP Units. LTIP Awards are typically issued from the Company’s Outperformance Plan adopted by the 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.
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 in three equal, annual installments over a three yearthree-year period ending on the three year anniversary("TRSUs"). As of the grant date. Currently,March 31, 2024, there are 427,099965,546 TRSUs outstanding and unvested.
Additionally, in April 2022, the General Partner granted 59,707 TRSUs 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. As of March 31, 2024, there are 24,036 TRSUs classified as inducement awards 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 RSUsPRSUs if, over the three-year performance period, the General Partner achieves an absolute TSRTotal Shareholder Return ("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 March 31, 2024, there are 580,415 awards1,034,499 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. The RSU LTIP Awards are designed to align the intereststargets ("OPRSUs"). As of senior management to relative and absolute performance of the Company over a three years performance period. CurrentlyMarch 31, 2024, there are 627,644 awards950,018 OPRSUs outstanding and unvested.
In April 2022,The Company recognized stock compensation expense related to LTIP awards of $3.6 million and $3.2 million for 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.months ended March 31, 2024 and 2023, respectively.
As of June 30, 2023,March 31, 2024, the Company had $12.3$17.4 million of total unrecognized compensation cost related to unvested LTIP awardsAwards granted under the Company’s stock compensation plans. That cost is expected to be recognized over a remaining weighted average period of 1.92.4 years.
All currently outstanding and unvested RSU LTIP Awards provided to the executive officers, senior management, and certain other employees were issued under the 2013 Plan or as inducement awards.
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 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 three months ended June 30,March 31, 2024 and 2023, and 2022, 5,379 and 8,234 deferred stock units earned were earned, respectively. During the six months ended June 30, 20237,109 and 2022, 12,950 and 14,417 deferred stock units were earned,7,571, respectively. As
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of June 30, 2023March 31, 2024 and December 31, 2022,2023, there were 59,87485,084 and 66,19677,975 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
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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 three and six months ended June 30,March 31, 2024 and 2023 and 2022 in accordance with ASC 260, Earnings Per Share (dollars in thousands, except per share amounts):
Veris Residential, Inc.:
Three Months Ended
June 30,		Six Months Ended
June 30,
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
Computation of Basic EPSComputation of Basic EPS2023202220232022
(Loss) income from continuing operations$(26,787)$33,282 $(46,000)$6,779 
Computation of Basic EPS
Computation of Basic EPS
Loss from continuing operations after income tax expense
Loss from continuing operations after income tax expense
Loss from continuing operations after income tax expense
Add (deduct): Noncontrolling interests in consolidated joint ventures
Add (deduct): Noncontrolling interests in consolidated joint ventures
Add (deduct): Noncontrolling interests in consolidated joint venturesAdd (deduct): Noncontrolling interests in consolidated joint ventures636 784 1,223 1,758 
Add (deduct): Noncontrolling interests in Operating PartnershipAdd (deduct): Noncontrolling interests in Operating Partnership2,384 (2,568)4,696 305 
Add (deduct): Noncontrolling interests in Operating Partnership
Add (deduct): Noncontrolling interests in Operating Partnership
Add (deduct): Redeemable noncontrolling interests
Add (deduct): Redeemable noncontrolling interests
Add (deduct): Redeemable noncontrolling interestsAdd (deduct): Redeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to common shareholdersAdd (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to common shareholders— (3,524)(4,516)(6,466)
(Loss) income from continuing operations available to common shareholders$(24,384)$21,608 $(51,580)$(10,427)
(Loss) income from discontinued operations available to common shareholders(3,050)1,241 (343)21,242 
Net (loss) income available to common shareholders for basic earnings per share(27,434)22,849 (51,923)10,815 
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
Loss from continuing operations available to common shareholders
Loss from continuing operations available to common shareholders
Loss from continuing operations available to common shareholders
Income from discontinued operations available to common shareholders
Income from discontinued operations available to common shareholders
Income from discontinued operations available to common shareholders
Net loss available to common shareholders for basic earnings per share
Net loss available to common shareholders for basic earnings per share
Net loss available to common shareholders for basic earnings per share
Weighted average common shares
Weighted average common shares
Weighted average common sharesWeighted average common shares91,873 91,027 91,551 90,989 
Basic EPS:
Basic EPS:
(Loss) income from continuing operations available to common shareholders$(0.27)$0.24 $(0.56)$(0.11)
(Loss) income from discontinued operations available to common shareholders(0.03)0.010.000.23 
Net (loss) income available to common shareholders$(0.30)$0.25 $(0.56)$0.12 
Basic EPS:
Basic EPS:
Loss from continuing operations available to common shareholders
Loss from continuing operations available to common shareholders
Loss from continuing operations available to common shareholders
Income from discontinued operations available to common shareholders
Income from discontinued operations available to common shareholders
Income from discontinued operations available to common shareholders
Net loss available to common shareholders
Net loss available to common shareholders
Net loss available to common shareholders
Three Months Ended
March 31,
Computation of Diluted EPS20242023
Net loss from continuing operations available to common shareholders$(5,548)$(26,850)
Add (deduct): Noncontrolling interests in Operating Partnership(523)(2,277)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to the Operating Partnership unitholders— (461)
Loss from continuing operations for diluted earnings per share(6,071)(29,588)
Income from discontinued operations for diluted earnings per share1,800 2,602 
Net loss available for diluted earnings per share$(4,271)$(26,986)
Weighted average common shares100,968 100,526 
Diluted EPS:
Loss from continuing operations available to common shareholders$(0.06)$(0.29)
Income from discontinued operations available to common shareholders0.02 0.02 
Net loss available to common shareholders$(0.04)$(0.27)
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Three Months Ended
June 30,		Six Months Ended
June 30,
Computation of Diluted EPS2023202220232022
Net (loss) income from continuing operations available to common shareholders$(24,384)$21,608 $(51,580)$(10,427)
Add (deduct): Noncontrolling interests in Operating Partnership(2,384)2,568 (4,696)(305)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests attributable to the Operating Partnership unitholders— (360)(461)(651)
(Loss) income from continuing operations for diluted earnings per share(26,768)23,816 (56,737)(11,383)
(Loss) income from discontinued operations for diluted earnings per share(3,348)1,368 (365)23,344 
Net (loss) income available for diluted earnings per share$(30,116)$25,184 $(57,102)$11,961 
Weighted average common shares100,854 100,352 100,691 100,171 
Diluted EPS:
(Loss) income from continuing operations available to common shareholders$(0.27)$0.24 $(0.56)$(0.11)
(Loss) Income from discontinued operations available to common shareholders(0.03)0.010.000.23 
Net (loss) income available to common shareholders$(0.30)$0.25 $(0.56)$0.12 
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):
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Basic EPS shares
Basic EPS shares
Basic EPS shares
Add: Operating Partnership – common and vested LTIP units
Add: Operating Partnership – common and vested LTIP units
Add: Operating Partnership – common and vested LTIP units
Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Basic EPS shares91,873 91,027 91,551 90,989 
Add: Operating Partnership – common and vested LTIP units8,981 9,302 9,140 9,144 
Restricted Stock Awards— 7 — 10 
Stock Options— 16 — 28 
Diluted EPS SharesDiluted EPS Shares100,854 100,352 100,691 100,171 
Diluted EPS Shares
Diluted EPS Shares
Contingently issuable shares under Restricted Stock Awards were excluded from the denominator during theall periods ended June 30, 2023presented as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator during theall periods ended June 30, 2023presented 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 Awards outstanding as of June 30, 2023 and 2022 were 2,096,075 and 1,866,543, respectively. Unvested restricted common stock outstanding as of June 30, 2023 and 2022 were 54,184 and 49,784 shares, respectively. Unvested AO LTIP Units outstanding as of June 30, 2022 were 625,000.
No dividends were declared per common share for the six-month periods ended June 30, 2023 and 2022.
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Veris Residential, L.P.:
Three Months Ended
June 30,		Six Months Ended
June 30,
Computation of Basic EPU2023202220232022
Loss from continuing operations$(26,787)$33,282 $(46,000)$6,779 
Add (deduct): Noncontrolling interests in consolidated joint ventures636 784 1,223 1,758 
Add (deduct): Redeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests— (3,884)(4,977)(7,117)
(Loss) income from continuing operations available to unitholders(26,768)23,816 (56,737)(11,383)
(Loss) income from discontinued operations available to unitholders(3,348)1,368 (365)23,344 
Net (loss) income available to common unitholders for basic earnings per unit$(30,116)$25,184 $(57,102)$11,961 
Weighted average common units100,854 100,329 100,691 100,133 
Basic EPU:
(Loss) income from continuing operations available to unitholders$(0.27)$0.24 $(0.56)$(0.11)
(Loss) income from discontinued operations available to unitholders(0.03)0.010.000.23 
Net (loss) income available to common unitholders for basic earnings per unit$(0.30)$0.25 $(0.56)$0.12 
Three Months Ended
June 30,		Six Months Ended
June 30,
Computation of Diluted EPU2023202220232022
(Loss) income from continuing operations available to common unitholders$(26,768)$23,816 $(56,737)$(11,383)
(Loss) income from discontinued operations for diluted earnings per unit(3,348)1,368 (365)23,344 
Net (loss) income available to common unitholders for diluted earnings per unit$(30,116)$25,184 $(57,102)$11,961 
Weighted average common unit100,854 100,352 100,691 100,171 
Diluted EPU:
(Loss) income from continuing operations available to common unitholders$(0.27)$0.24 $(0.56)$(0.11)
(Loss) income from discontinued operations available to common unitholders(0.03)0.010.000.23 
Net (loss) income available to common unitholders$(0.30)$0.25 $(0.56)$0.12 
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Three Months Ended
March 31,
Computation of Basic EPU20242023
Loss from continuing operations after income tax expense$(6,269)$(18,832)
Add (deduct): Noncontrolling interests in consolidated joint ventures495 587 
Add (deduct): Redeemable noncontrolling interests(297)(6,366)
Add (deduct): Redemption value adjustment of redeemable noncontrolling interests— (4,977)
Loss from continuing operations available to unitholders(6,071)(29,588)
Income from discontinued operations available to unitholders1,800 2,602 
Net loss available to common unitholders for basic earnings per unit$(4,271)$(26,986)
Weighted average common units100,968 100,526 
Basic EPU:
Loss from continuing operations available to unitholders$(0.06)$(0.29)
Income from discontinued operations available to unitholders0.02 0.02 
Net loss available to common unitholders for basic earnings per unit$(0.04)$(0.27)
Three Months Ended
March 31,
Computation of Diluted EPU20242023
Loss from continuing operations available to common unitholders$(6,071)$(29,588)
Income from discontinued operations for diluted earnings per unit1,800 2,602 
Net loss available to common unitholders for diluted earnings per unit$(4,271)$(26,986)
Weighted average common unit100,968 100,526 
Diluted EPU:
Loss from continuing operations available to common unitholders$(0.06)$(0.29)
Income from discontinued operations available to common unitholders0.02 0.02 
Net loss available to common unitholders$(0.04)$(0.27)
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):
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Basic EPU units
Basic EPU units
Basic EPU units
Three Months Ended
June 30,		Six Months Ended
June 30,
Diluted EPU Units
2023202220232022
Basic EPU units100,854 100,329 100,691 100,133 
Add: Restricted Stock Awards— 7 — 10 
Stock Options— 16 — 28 
Diluted EPU UnitsDiluted EPU Units100,854 100,352 100,691 100,171 
Diluted EPU Units
Contingently issuable shares under Restricted Stock Awards were excluded from the denominator during theall periods ended June 30, 2023presented as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator during theall periods ended June 30, 2023presented 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 Awards outstanding as
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Table of June 30, 2023 and 2022 were 2,096,075 and 1,866,543, respectively. Unvested restricted common stock outstanding as of June 30, 2023 and 2022 were 54,184 and 49,784 shares, respectively. Unvested AO LTIP Units outstanding as of March 31, 2022 were 625,000.Contents
No distributions were declared per common unit for the six-month periods ended June 30, 2023 and 2022.
16.15.    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.
The following table reflects the activity of noncontrolling interests for the three and six months ended June 30,March 31, 2024 and 2023, and 2022, respectively(dollars in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2023 202220232022
(dollars in thousands)
(dollars in thousands)
(dollars in thousands)
Opening Balance at January 1
Opening Balance at January 1
Opening Balance at January 1Opening Balance at January 1$157,439 $165,120 $163,652 $167,436 
Net (loss) incomeNet (loss) income(2,701)8,277 1,042 12,842 
Net (loss) income
Net (loss) income
Unit distributions
Unit distributions
Unit distributionsUnit distributions— — — 218 
Redeemable noncontrolling interestsRedeemable noncontrolling interests(617)(6,726)(7,444)(13,454)
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Change in noncontrolling interests in consolidated joint ventures
Change in noncontrolling interests in consolidated joint ventures
Change in noncontrolling interests in consolidated joint venturesChange in noncontrolling interests in consolidated joint ventures— 7 (562)18 
Redemption of common units for common stockRedemption of common units for common stock(4,192)(161)(9,051)(161)
Redemption of common units for common stock
Redemption of common units for common stock
Redemption of common units
Redemption of common units
Redemption of common unitsRedemption of common units(78)(359)(94)(1,801)
Stock compensationStock compensation94 445 487 2,978 
Stock compensation
Stock compensation
Other comprehensive income (loss)137 (6)50 190 
Other comprehensive (loss) income
Other comprehensive (loss) income
Other comprehensive (loss) income
Rebalancing of ownership percentage between parent and subsidiariesRebalancing of ownership percentage between parent and subsidiaries983 4,296 2,985 2,627 
Balance at June 30$151,065 $170,893 $151,065 $170,893 
Rebalancing of ownership percentage between parent and subsidiaries
Rebalancing of ownership percentage between parent and subsidiaries
Balance at March 31
Balance at March 31
Balance at March 31
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
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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 sixthree months ended June 30, 2023,March 31, 2024, the Company has increased noncontrolling interests in the Operating Partnership and decreased additional paid-in capital in Veris Residential, Inc. stockholders’ equity by approximately $3.0$0.1 million as of June 30, 2023.March 31, 2024.
NONCONTROLLING INTERESTS IN OPERATING PARTNERSHIP (applicable only to General Partner)
Common Units
During the sixthree months ended June 30, 2023,March 31, 2024, the Company redeemed for cash 6,168did not redeem any common units at their fair value of $94 thousand.for cash.
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.
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LTIP Units
From time to time, the Company has granted LTIP awards to executive officers of the Company. All of the LTIP Awards granted through January 2021 are 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 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 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 – Incentive Stock Plan (Appreciation-Only LTIP Units).
AO LTIP Units were a class of partnership interests in the Operating Partnership that were intended to qualify as “profit interests” for federal income tax purposes. The AO LTIP Units were cancelled and forfeited in March 2023 as they did not vest.
Noncontrolling Interests Ownership in Operating Partnership
As of June 30, 2023March 31, 2024 and December 31, 2022,2023, the noncontrolling interests common unit and LTIP units holders owned 8.88.6 percent and 9.38.6 percent of the Operating Partnership, respectively.
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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 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 six months ended June 30, 2023 and 2022. The Company had no long lived assets in foreign locations as of June 30, 2023 and December 31, 2022. 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 and other real estate and multifamily real estate and services). All properties classified as discontinued operations have been excluded.
Selected results of operations for the three and six months ended June 30, 2023 and 2022 and selected asset information as of June 30, 2023 and December 31, 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
Total revenues:
Three months ended:
June 30, 2023$4,525 $64,144 $60 $68,729 
June 30, 20221,379 52,876 (442)53,813 
Six months ended:
June 30, 2023$8,290 $126,422 $976 $135,688 
June 30, 20224,865 99,393 (944)103,314 
Total operating and interest expenses (a):
Three months ended:
June 30, 2023$3,050 $23,710 $45,968 $72,728 
June 30, 2022672 26,221 26,357 53,250 
Six months ended:
June 30, 2023$4,697 $52,061 $77,008 $133,766 
June 30, 20221,372 51,008 57,637 110,017 
Equity in earnings (loss) of unconsolidated joint ventures:
47

Three months ended:
June 30, 2023$— $2,700 $— $2,700 
June 30, 2022— 2,638 — 2,638 
Six months ended:
June 30, 2023$— $2,633 $— $2,633 
June 30, 2022— 2,151 — 2,151 
Net operating income (loss) (b):
Three months ended:
June 30, 2023$1,475 $43,134 $(45,908)$(1,299)
June 30, 2022707 29,293 (26,799)3,201 
Six months ended:
June 30, 2023$3,593 $76,994 $(76,032)$4,555 
June 30, 20223,493 50,536 (58,581)(4,552)
Total assets:
June 30, 2023$200,488 $3,192,520 $379,825 $3,772,833 
December 31, 2022597,459 3,302,188 21,121 3,920,768 
Total long-lived assets (c):
June 30, 2023$194,879 $2,969,009 $(1,503)$3,162,385 
December 31, 2022547,923 3,101,286 (1,330)3,647,879 
Total investments in unconsolidated joint ventures:
June 30, 2023$— 122,435 $— $122,435 
December 31, 2022— 126,158 — 126,158 
(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 costs and interest expense (net of interest income). All interest expense, net of interest and other investment income (including for property-level mortgages), is excluded from segment amounts and classified in Corporate & Other for all periods.
(b)Net operating income 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.
(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.
(e)Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense, non-property general and administrative expense), as well as intercompany eliminations necessary to reconcile to consolidated Company totals.
48

Veris Residential, Inc.
The following schedule reconciles net operating income to net income (loss) available to common shareholders (dollars in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Net operating (loss) income$(1,299)$3,201$4,555$(4,552)
Add (deduct):
Depreciation and amortization(23,684)(21,015)(47,331)(39,456)
Land and other impairments, net— (3,900)(3,396)(6,832)
(Loss) Gain on disposition of developable land—55,125(22)57,748
Gain (loss) from extinguishment of debt, net(2,657)(129)(2,657)(129)
Other income, net853—2,851 — 
(Loss) income from continuing operations(26,787)33,282 (46,000)6,779 
Discontinued operations
(Loss) income from discontinued operations1405,8082,344 25,948 
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net(3,488)(4,440)(2,709)(2,604)
Total discontinued operations, net(3,348)1,368(365)23,344
Net (loss) income(30,135)34,650 (46,365)30,123 
Noncontrolling interests in consolidated joint ventures6367841,2231,758
Noncontrolling interests in Operating Partnership2,384(2,568)4,696305
Noncontrolling interest in discontinued operations298(127)22(2,102)
Redeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Net (loss) income available to common shareholders$(27,434)$26,373$(47,407)$17,281
49

Veris Residential, L.P.
The following schedule reconciles net operating income to net income (loss) available to common unitholders (dollars in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Net operating (loss) income$(1,299)$3,201$4,555$(4,552)
Add (deduct):
Depreciation and amortization(23,684)(21,015)(47,331)(39,456)
Land and other impairments, net— (3,900)(3,396)(6,832)
Gain on disposition of developable land— 55,125(22)57,748
Gain (loss) from extinguishment of debt, net(2,657)(129)(2,657)(129)
Other income, net853 — 2,851 — 
(Loss) income from continuing operations(26,787)33,282 (46,000)6,779 
Discontinued operations
(Loss) income from discontinued operations1405,8082,34425,948
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net(3,488)(4,440)(2,709)(2,604)
Total discontinued operations, net(3,348)1,368(365)23,344
Net (loss) income(30,135)34,650(46,365)30,123
Noncontrolling interests in consolidated joint ventures6367841,2231,758
Redeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Net (loss) income available to common unitholders$(30,116)$29,068$(52,125)$19,078
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ITEM 2. 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, (collectively, the “General Partner”), including Veris Residential, L.P. (the “Operating Partnership”), has been involved in all aspects of commercial real estate development, management and ownership for over 60 years and the General Partner has been a publicly traded REIT since 1994.
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. 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 June 30, 2023, the Company owns or has interests in 31 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 three office properties, four parking/retail properties 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.
On July 25, 2023, Veris Residential Trust ("VRT") and the Operating Partnership entered into a REIT Interest and Partnership Interest Purchase Agreement (the “Rockpoint Purchase Agreement”) with certain affiliates of Rockpoint Group, L.L.C. (Rockpoint Group, L.L.C. and its affiliates, collectively, “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 $520 million (the "Rockpoint Redemption”). The Rockpoint Redemption was completed concurrently with the signing of the agreement. In addition, on July 25, 2023, the Company also entered into a revolving credit and term loan agreement (“2023 Credit Agreement”) that provides for a $60 million senior secured revolving credit facility (the “2023 Revolving Credit Facility”) and a $115 million senior secured term loan facility (the “2023 Term Loan”), of which the Company drew down on the entire $115 million 2023 Term Loan and $52 million of the 2023 Revolving Credit Facility, which along with cash on hand, was used to complete the Rockpoint Redemption. For more information about the Rockpoint Purchase Agreement, 2023 Revolving Credit Facility, and 2023 Term Loan, see Part II, Item 5. Other Information.
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 treatmentStatements. 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 determinationuse 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.
51

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 when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the reported amountspreparation of assetsour consolidated financial statements.
Impairment
On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, and liabilities and disclosure of contingent assets and liabilities atgeneral market conditions, that the datevalue of the financial statements andCompany’s rental properties held for use may be impaired. A property’s value is considered impaired when the reported amountsexpected undiscounted cash flows for a property are less than its carrying 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 revenues and expenses during the reporting period. These estimates and assumptionscarrying value of the property over the estimated fair value of the property. Estimated fair values which are based on management’s historical experiencediscounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that are believedthe Company believes to be within a reasonable atrange of current market rates. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the time. However, because future eventseffects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.

The Company generally considers assets (as identified by their effects cannot be determined with certainty, the determination of estimates requires 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’s critical accounting policies are those which require assumptionsdisposal groups) to be made about mattersheld for sale when the transaction has received appropriate corporate authority, it is probable that the disposition will occur within one year and there are highly uncertain. Differentno significant contingencies relating to a sale. When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates could havethe fair value. If the fair value of the assets, less estimated cost to sell, is less than the carrying value of the assets, an adjustment to the carrying value would be recognized and recorded within the Unrealized gains (losses) on disposition of rental property to reflect the estimated fair value of the assets. The Company will continue to review the property for subsequent changes in the fair value, and may recognize an additional impairment charge, if warranted.

In addition, on a material effect onperiodic 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 financial results. Judgmentsinvestments 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 uncertainties affectingsuch decline in value is deemed to be other than temporary. To the applicationextent 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. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.
These financial statements should be read in conjunction with the Company’s audited Annual Report on Form 10-K for the year ended December 31, 2022,2023, as certain disclosures in this Quarterly Report on Form 10-Q that would duplicate those included in the 10-K are not included in these financial statements.
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Results From Operations
The following comparisons for the three and six months ended June 30, 2023March 31, 2024 (“2023”2024”), as compared to the three and six months ended June 30, 2022March 31, 2023 (“2022”2023”), make reference to the following:
(i)“Same-Store Properties,” which represent all in-service properties owned by the Company at December 31, 20212022 excluding properties sold, disposed of, removed from service, or being redeveloped or repositioned from January 1, 20222023 through June 30, 2023;March 31, 2024;
(ii)“Acquired and Developed Properties,” which represent all properties acquired by the Company or commencing initial operations from January 1, 20222023 through June 30, 2023;March 31, 2024; 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, 20222023 through June 30, 2023.March 31, 2024.
53

Three Months Ended June 30,For the three months ended March 31, 2024 and March 31, 2023, Compared to Three Months Ended June 30, 2022
(dollars in thousands)Three Months Ended June 30,Dollar
Change		Percent
Change
20232022
Revenue from rental operations and other:
Revenue from leases$61,909 $47,313 $14,596 30.8 %
Parking income4,796 4,173 623 14.9 
Other income1,381 1,431(50)(3.5)
Total revenues from rental operations68,086 52,917 15,169 28.7 
Property expenses:
Real estate taxes7,860 7,911 (51)(0.6)
Utilities2,379 1,895484 25.5 
Operating services14,044 13,100 944 7.2 
Total property expenses24,283 22,906 1,377 6.0 
 
Non-property revenues:
Real estate services643 896 (253)(28.2)
Total non-property revenues643 896 (253)(28.2)
Non-property expenses:
Real estate services expenses4,389 2,9201,469 50.3 
General and administrative9,582 11,527(1,945)(16.9)
Transaction related costs3,319 1,3451,974 146.8 
Depreciation and amortization23,684 21,0152,669 12.7 
Land and other impairments, net— 3,900(3,900)(100.0)
Total non-property expenses40,974 40,707 267 0.7 
Operating income (loss)3,472 (9,800)13,272 135.4 
Other (expense) income:
Interest expense(21,692)(14,741)(6,951)(47.2)
Interest cost of mandatorily redeemable noncontrolling interests(13,390)— (13,390)(100.0)
Interest and other investment income3,927 189 3,738 1977.8 
Equity in earnings of unconsolidated joint ventures2,700 2,638 62 (2.4)
Gain (loss) on disposition of developable land— 55,125(55,125)(100.0)
Loss from extinguishment of debt, net(2,657)(129)(2,528)1,959.7 
Other income, net853 — 853 100.0 
Total other (expense) income(30,259)43,082 (73,341)(170.2)
Loss (income) from continuing operations(26,787)33,282 (60,069)180.5 
Discontinued operations:
(Loss) income from discontinued operations140 5,808(5,668)(97.6)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net(3,488)(4,440)952 (21.4)
Total discontinued operations(3,348)1,368 (4,716)(344.7)
Net (loss) income$(30,135)$34,650 $(64,785)187.0 %
54

The following is a summary of the changes in revenue from rental operations and other, and property expenses in 2023,there were no properties that were identified as compared to 2022, divided into Same-Store Properties, Acquired and Developed Properties andor Properties Sold in 20222023 and 20232024 (excluding properties classified as discontinued operations).
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Table of Contents
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
(dollars in thousands)Three Months Ended March 31,Dollar
Change		Percent
Change
20242023
Revenue from rental operations and other:
Revenue from leases$60,642 $56,097 $4,545 8.1 
Parking income3,745 3,72817 0.5 
Other income2,031 1,862169 9.1 
Total revenues from rental operations66,418 61,687 4,731 7.7 
Property expenses:
Real estate taxes9,177 9,559 (382)(4.0)
Utilities2,271 2,063208 10.1 
Operating services12,570 11,383 1,187 10.4 
Total property expenses24,018 23,005 1,013 4.4 
 
Non-property revenues:
Real estate services922 911 11 1.2 
Total non-property revenues922 911 11 1.2 
Non-property expenses:
Real estate services expenses5,242 1,9433,299 169.8 
General and administrative11,088 10,281807 7.8 
Transaction related costs516 1,027(511)(49.8)
Depreciation and amortization20,117 21,788(1,671)(7.7)
Land and other impairments, net— 3,396(3,396)(100.0)
Total non-property expenses36,963 38,435 (1,472)(3.8)
Operating profit6,359 1,158 5,201 (449.1)
Other (expense) income:
Interest expense(21,500)(22,014)514 (2.3)
Interest and other investment income538 116422 363.8 
Equity in earnings (losses) of unconsolidated joint ventures254 (68)322 (473.5)
Gain (loss) on disposition of developable land784 (22)806 (3663.6)
Gain on sale of unconsolidated joint venture interests7,100 —7,100 100.0 
Other income (expense), net255 1,998(1,743)(87.2)
Total other (expense) income(12,569)(19,990)7,421 (37.1)
Loss from continuing operations before income tax expense(6,210)(18,832)12,622 67.0 
Provision for income taxes(59)— (59)(100.0)
Loss from continuing operations after income tax expense(6,269)(18,832)12,563 66.7 
Discontinued operations:
Income from discontinued operations252 1,822 (1,570)(86.2)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net1,548 78076898.5 
Total discontinued operations1,800 2,602 (802)(30.8)
Net loss$(4,469)$(16,230)$11,761 (72.5)
:
(dollars in
thousands)		Total
Company		Same-Store
Properties		Acquired and Developed
Properties		 Properties
Sold in 2022 and 2023
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$14,596 30.8 %$5,158 10.9 %$9,438 19.9 %$— — %
Parking income623 14.9 373 8.9 279 6.7 (29)(0.7)
Other income(50)(3.5)(50)(3.5)— — — — 
Total$15,169 28.7 %$5,481 10.4 %$9,717 18.4 %$(29)(0.1)%
Property expenses:
Real estate taxes$(51)(0.6)%$(608)(7.7)%$561 7.1 %$(4)(0.1)%
Utilities484 25.5 272 14.4 212 11.2 — — 
Operating services944 7.2 (409)(3.1)1,359 10.4 (6)— 
Total$1,377 6.0 %$(745)(3.3)%$2,132 9.3 %$(10)— %
OTHER DATA:
Number of Consolidated Properties23212— 
Commercial Square feet (in thousands)
1,616 1,616 — — 
Multifamily portfolio (number of units)5,5354,545990—

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Revenue from leases. Revenue from leases for the Same-Store Properties increased $5.2$4.5 million, or 10.98.1 percent, for 20232024 as compared to 2022,2023, due primarily to an increase in market rental rates and a reduction in concessions of the multifamily rental properties.
Parking income. Parking income for the Same-Store Properties increased $0.4 million, or 8.9 percent, for 2023 as compared to 2022 due primarily to increased usage at the parking garages in 2023 as compared to 2022.
Other income. Other income for the Same-Store Properties remained relatively unchanged.
Real estate taxes. Real estate taxes for the Same-Store Properties decreased $0.6$0.4 million, or 7.74.0 percent, for 2023 as compared to 2022, due primarily to prior period tax appeal refunds received on several properties offset by increasedin 2024, and lower tax rates primarily related to properties located in Jersey City, New Jersey.
Utilities. Utilities for the Same-Store Properties increased $0.3$0.2 million, or 14.410.1 percent, for 2023, as compared to 2022, primarily due to increased usage.higher electric usage.
Operating services. Operating services for the Same-Store Properties remained relatively unchanged.
Real estate services revenue. Real estate services revenue (primarily reimbursement of property personnel costs) remained relatively unchanged.increased $1.2 million, or 10.4 percent, due to increase in insurance costs, partially offset by non-recurring legal expenses recognized in 2023.
Real estate services expense. Real Estate services expense include expenses associated with the self-management of the Company's properties as well as administrative and personnel expenses for the Company's third-party/joint venture management businesses. Real estate services expense increased $1.5$3.3 million, or 50.3169.8 percent due primarily to increasedthe satisfaction of stay-on award conditions in 2024 and reorganization of the Company's multifamily management activity in multi-family services.structure. See Note 12: Commitments and Contingencies to the Financial Statements.
55

General and administrative. General and administrative expenses decreased $1.9increased $0.8 million, or 16.97.8 percent, primarily due to rent expense for the office lease entered into in April 2023 as comparedand the satisfaction of stay-on award conditions in 2024. See Note 12: Commitments and Contingencies to 2022. This decrease was due primarily to higher severance andthe Financial Statements.
Transaction related costs. Transaction related costs in 2022 and cost reductions in 2023.decreased $0.5 million, or 49.8 percent. In 2023, the Company recorded $1.0 million of transaction related costs primarily related to the line of credit. In 2024, the Company recorded $0.5 million of transaction related costs primarily related to the sale of Harborside 5.
Depreciation and amortization. Depreciation and amortization increased $2.7decreased $1.7 million, or 12.77.7 percent. This increasedecrease was primarily due to an increase of $2.6 million for Acquired and Developed Properties.lease intangibles acquired in 2022 that were fully amortized prior to 2024.
Land and other impairments, net. In 2022,2023, the Company recorded $3.9$3.4 million of impairments on developable land parcels. See Note 11: Disclosure of Fair Value of Assets and Liabilities.
Interest expense. Interest expense increased $7.0decreased $0.5 million, or 47.2 percent, for 2023 as compared to 2022.2.3 percent. The increasedecrease is primarily related to increasesthe termination of the 2021 Credit Facility and the 2021 Term Loan in LIBORApril 2023, and SOFR rates as well as a reduction in capitalized interest in 2023 compared to 2022 due to Haus25 being placed in service during 2022.
Interest cost of mandatorily redeemable noncontrolling interests. During the second quarter of 2023, the Company recognized $13.4 million in interest cost of mandatorily redeemable noncontrolling interests related to Rockpoint's interests, including $7.6 million redemption value adjustmenthad no borrowings outstanding under its 2023 Term Loan and $5.8 million income attributed to noncontrolling interests.2023 Revolving Credit Facility during 2024.
Interest and other investment income (loss). Interest income increased $3.7 million, or 1,977.8 percent, for 2023 compared to 2022.$0.4 thousand. The increase is primarily related to interest income forearned on larger cash balances in the banks from sales proceeds deposits in the banks.received.
Equity in earnings (losses) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures increased $0.1$0.3 million for 20232024 as compared to 2022,2023, due primarily to the improved operating performance of its unconsolidated joint ventures due toas a result of higher occupancy and rental rates.
Gain (loss) on disposition of developable land. In 2022,During the first quarter of 2024, the Company sold 2 Campus and as a result, recognized a gain on disposition of $55.1developable land of $0.8 million. During the first quarter of 2023, the Company sold Columbia-Honeywell, and as result, recognized a loss on disposition of developable land of $22 thousand. See Note 3: Investments in Rental Properties to the Financial Statements.
Gain on sale of unconsolidated joint venture interests. In January 2024, the Company's joint venture sold the Lofts at 40 Park multifamily rental property for $30.3 million and the Company recorded a gain on the sale for its interest of developable land located in Jersey City, New Jersey.
Loss from extinguishment of debt, net. In 2023, the Company wrote off $2.6approximately $7.1 million of unamortized deferred financing costs related to the credit facility termination.
Other Income, net. Duringduring the three months ended June 30, 2023, the Company received insurance proceeds of $0.8 million.March 31, 2024.
Discontinued operations. For all periods presented, the Company classified 43 office properties and three hotels, all but two of which sold as of June 30, 2023, totaling 10.6 million square feet as discontinued operations. The Company recognized income from discontinued operations of $0.1$0.3 million and $1.8 million in 2024 and 2023, respectively. In 2024 and $5.8 million in 2022. In 2023, and 2022, the Company recognized realized gains (losses) and unrealized lossesgains (losses) on disposition of rental property and impairments, net, of a gain of $3.5$1.5 million and $4.4 million, respectively, on these properties. See Note 7: Discontinued Operations to the Financial Statements.



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Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
(dollars in thousands)Six Months Ended June 30,Dollar
Change		Percent
Change
20232022
Revenue from rental operations and other:
Revenue from leases$121,747 $91,256 $30,491 33.4 %
Parking income9,129 7,7601,369 17.6 
Hotel income— —— — 
Other income3,258 2,491767 30.8 
Total revenues from rental operations134,134 101,507 32,627 32.1 
Property expenses:
Real estate taxes18,980 16,201 2,779 17.2 
Utilities4,882 4,247635 15.0 
Operating services26,307 25,964 343 1.3 
Total property expenses50,169 46,412 3,757 8.1 
Non-property revenues:
Real estate services1,554 1,807 (253)(14.0)
Total non-property revenues1,554 1,807 (253)(14.0)
Non-property expenses:
Real estate services expenses6,332 5,2831,049 19.9 
General and administrative19,865 30,976(11,111)(35.9)
Transaction related costs4,347 1,3453,002 223.2 
Depreciation and amortization47,331 39,4567,875 20.0 
Property impairments— —— — 
Land and other impairments, net3,396 6,832(3,436)(50.3)
Total non-property expenses81,271 83,892 (2,621)(3.1)
Operating loss4,248 (26,990)31,238 (115.7)
Other (expense) income:
Interest expense(43,706)(26,348)(17,358)65.9 
Interest cost of mandatorily redeemable noncontrolling interests(13,390)— (13,390)(100.0)
Interest and other investment income4,043 347 3,696 1065.1 
Equity in earnings of unconsolidated joint ventures2,633 2,151482 22.4 
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net— —— — 
Gain (loss) on disposition of developable land(22)57,748(57,770)(100.0)
Gain (loss) on sale of unconsolidated joint venture interests— — — — 
Loss from extinguishment of debt, net(2,657)(129)(2,528)1959.7 
Other Income, net2,851 — 2,851 100.0 
Total other (expense) income(50,248)33,769 (84,017)(248.8)
(Loss) income from continuing operations(46,000)6,779 (52,779)(778.6)
Discontinued operations:
Income from discontinued operations2,344 25,948(23,604)(91.0)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net(2,709)(2,604)(105)4.0 
Total discontinued operations(365)23,344 (23,709)(101.6)
Net (loss) income$(46,365)$30,123 $(76,488)(253.9)%
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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):
(dollars in
thousands)		Total
Company		Same-Store
Properties		Acquired and Developed
Properties		Properties
Sold in 2022 and 2023
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$30,491 33.4 %$10,778 11.8 %$19,713 21.3 %$— — %
Parking income1,369 17.6 918 11.8 545 7.0 (94)(1.2)
Hotel income— — — — — — — — 
Other income767 30.8 679 27.3 88 3.5 — — 
Total$32,627 32.1 %$12,375 12.2 %$20,346 20.0 %$(94)(0.1)%
Property expenses:
Real estate taxes$2,779 17.2 %$1,005 6.2 %$1,852 11.4 %$(78)(0.5)%
Utilities635 15.0 40 0.9 595 14.0 — — 
Operating services343 1.3 (3,285)(12.7)3,668 14.1 (40)(0.2)
Total$3,757 8.1 %$(2,240)(4.8)%$6,115 13.2 %$(118)0.3 %
OTHER DATA:
Number of Consolidated Properties23212— 
Commercial Square feet (in thousands)
1,616 1,616 — — 
Multifamily portfolio (number of units)5,5354,545990— 
Revenue from leases. Revenue from leases for the Same-Store Properties increased $10.8 million, or 11.8% percent, for 2023 as compared to 2022, due primarily to an increase in market rental rates and a reduction in concessions of the multifamily rental properties.
Parking income. Parking income for the Same-Store Properties increased $0.9 million, or 11.8 percent, for 2023 as compared to 2022 due primarily to increased usage at the parking garages in 2023 as compared to 2022.
Other income. Other income for the Same-Store Properties increased $0.7 million, or 27.3 percent, for 2023 as compared to 2022, due primarily to the return of escrow on a previous transaction.
Real estate taxes. Real estate taxes for the Same-Store Properties increased $1.0 million, or 6.2 percent, for 2023 as compared to 2022, due primarily to increased tax rates primarily related to properties located in Jersey City, New Jersey offset by prior period tax appeal refunds received on several properties.
Utilities. Utilities for the Same-Store Properties remained relatively unchanged.
Operating services. Operating services for the Same-Store Properties increased $3.3 million, or 12.7 percent, for 2023 as compared to 2022, due primarily to increased repairs and maintenance costs.
Real estate services revenue. Real estate services revenue (primarily reimbursement of property personnel costs) remained relatively unchanged.
Real estate services expense. Real estate services expense increased $1.0 million, or 19.9 percent due to increased management activity in multi-family services.
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General and administrative. General and administrative expenses decreased $11.1 million, or 35.9 percent, for 2023 as compared to 2022. This decrease was due primarily to higher severance and related costs in 2022 and cost reductions in 2023.
Depreciation and amortization. Depreciation and amortization increased $7.9 million, or 20.0 percent. This increase was primarily due to an increase of $7.4 million for Acquired and Developed Properties,
Land and other impairments, net. In 2023, the Company recorded $3.4 million of impairments on developable land parcels, in comparison to 2022, the Company recorded $6.8 million of impairments. See Note 11: Disclosure of Fair Value of Assets and Liabilities.
Interest expense. Interest expense increased $17.4 million, or 65.9 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 Haus25 being placed in service during 2022.
Interest cost of mandatorily redeemable noncontrolling interests. During the second quarter of 2023, the Company recognized $13.4m interest cost of mandatorily redeemable noncontrolling interests related to Rockpoint's interests, including $7.6m redemption value adjustment and $5.8m income attributed to noncontrolling interests.
Interest and other investment income (loss). Interest and other investment income (loss) increased $3.7 million, or 1,977.8 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 $0.5 million for 2023 as compared to 2022, due primarily to the improved operating performance of its unconsolidated joint ventures due to higher occupancy and rental rates.
Gain on disposition of developable land. In 2022, the Company recognized a gain of $57.7 million on the sale of developable land parcels located in Jersey City and West Windsor, New Jersey.
Other Income, net. In 2023, the Company received insurance proceeds of $2.9 million.
Discontinued operations. For all periods presented, the Company classified 0 office properties and 0 hotels, all but four of which sold as of June 30, 2023, totaling 10.6 million square feet as discontinued operations. The Company recognized income from discontinued operations of $2.0 million in 2023 and $25.9 million in 2022. In 2023 and 2022, the Company recognized realized gains (losses) and unrealized losses on disposition of rental property and impairments, net, of a gain of $2.7 million and $2.6$0.8 million, respectively, on these properties. See Note 7: Discontinued Operations to the Financial Statements.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Overview
RentalLiquidity is a measurement of the Company's ability to meet cash requirements, including ongoing commitments to repay borrowings, pay dividends, fund acquisitions of real estate assets and 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, 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 primarily consists of 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 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, and net cash provided by operating activities and draws from its revolving credit facility.
Cash Flows
Cash, cash equivalents and restricted cash increased by $83.8 million to $138.4 million at March 31, 2024, compared to $54.6 million at December 31, 2023. This increase is comprised of the following net cash flow items:
(1)$15.7 million provided by operating activities.
(2)$93.8 million provided by investing activities, consisting primarily of the following:
(a)$81.2 million received from proceeds of rental properties included in discontinued operations;
(b)$10.1 million received from proceeds from the sales of rental property;
(c)$6.1 million received from proceeds from the sale of investments in joint ventures;
(d)$1.7 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures;
(e)$0.3 million received from insurance settlements;
(f)$3.2 million used for additions to rental property, improvements and other costs;
(g)$2.3 million used for the development of rental property and other related costs.

On July 25, 2023, VRT and the Operating Partnership acquired from Rockpoint all(3)$25.7 million used in financing activities, consisting primarily of the Preferred Units that constitutedfollowing:
(a)$15.7 million used for the Put/Call Interestsredemption of redeemable noncontrolling interests;
(b)$5.3 million used for an aggregate purchase pricethe payment of $520common dividends and distributions
(c)$1.8 million (the "Rockpoint Redemption"). See Part II, Item 5,used for a discussionrepayments of the termsmortgages, loans payable and conditions of the purchase of these interests from Rockpoint.other obligations;
REIT Restrictions(d)$0.9 million used for distribution to noncontrolling interests;
(e)$0.3 million used for distribution to redeemable noncontrolling interests;
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.
As a result of the completion of the Company’s transformation to a pure-play multifamily REIT, as well as the Company’s current estimates of taxable income, theThe Board of Directors considers a variety of factors when setting the General Partner (the "Board of Directors") has decided to reinstate a quarterly dividend beginning with the third quarter of 2023. The Company will reevaluate its dividend as the Company completes the sale of non-strategic asset sales.

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

On July 24, 2023,February 27, 2024, the Company declared a $0.05$0.0525 dividend per common share, to be payablewhich was paid on October 10, 2023April 16, 2024 to shareholders of record as of the close of business on September 30, 2023.
The dividends and distributions payable at June 30, 2023 and December 31, 2022 represent amounts payable on unvested LTIP units.
Unencumbered Properties
As of June 30, 2023, the Company had three unencumbered property with a carrying value of $173.1 million representing 13.0 percent of the Company’s total consolidated property count.
Cash Flows
Cash, cash equivalents and restricted cash increased by $376.9 million to $424.6 million at June 30, 2023, compared to $47.6 million at December 31, 2022. This increase is comprised of the following net cash flow items:
(1)$24.4 million provided by operating activities.
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(2)$451.6 million provided by investing activities, consisting primarily of the following:
(a)$6.5 million received from proceeds from the sales of rental property; plus
(b)$6.5 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures; plus
(c)$1.3 million received from repayment of notes receivable; minus
(d)$5.7 million used for additions to rental property, improvements and other costs; plus
(e)$5.6 million used for the development of rental property, other related costs and deposits; minus
(f)$3.2 million proceeds from insurance settlement.
(3)$99.1 million used in financing activities, consisting primarily of the following:
(a)$16.0 million used for repayments of revolving credit facility and term loan; plus
(b)$84.3 million used for repayments of mortgages, loans payable and other obligations; plus
(c)$12.7 million used for distribution to redeemable noncontrolling interests; plus
(d)$1.7 million used for payment of financing costs; minus
(e)$16.0 million from borrowings under the revolving credit facility.


April 3, 2024.
Debt Financing
Summary of Debt
The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of June 30, 2023:
Balance
($000’s)
% of Total
Weighted Average
Interest Rate
Weighted Average
Maturity in Years
Fixed Rate & Hedged Secured (a)$1,827,230 100.00 %4.32 %3.22
Totals/Weighted Average:$1,827,230 100.00 %4.32 %3.22
Unamortized deferred financing costs(6,249)
Total Debt, Net$1,820,981 
(a)Includes debt with interest rate caps outstanding with a notional amount of $548 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 June 30, 2023 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$1,790 $58,998 $60,788 3.58 %
20245,037 605,324 610,361 5.02 %
20258,384 — 8,384 3.39 %
20268,780 483,000 491,780 4.23 %
20278,158 305,319 313,477 3.66 %
Thereafter7,418 335,022 342,440 3.98 %
Sub-total39,567 1,787,663 1,827,230 4.32 %
Unamortized deferred financing costs(6,249)— (6,249)
Totals/Weighted Average$33,318 $1,787,663 $1,820,981 4.32 %
(a)The actual weighted average of floating rates (SOFR) for the Company’s outstanding variable rate debt was 5.14 percent as of June 30, 2023, plus the applicable spread.
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 terminated the 2017 credit agreement on May 13, 2021.
On April 7, 2023, the Company terminated the 2021 Credit Agreement for both the 2021 Credit Facility and 2021 Term Loan. As a result of the termination, the Company has written off the unamortized deferred financing costs in an amount of $2.7 million during the three months ended June 30, 2023, which is recorded within Loss from extinguishment of debt, net, on the Consolidated Statements of Operations.
On July 25, 2023, the Company entered into a revolving credit and term loan agreement (“2023 Credit Agreement”) with a group of two lenders that provides for a $60 million senior secured revolving credit facility (the “2023 Revolving Credit Facility”) and a $115 million senior secured term loan facility (the “2023 Term Loan”).

The terms of the 2023 Revolving Credit Facility include: (1) a one-year term ending in 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 $60 million; (3) a first priority lien in unencumber 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 commitment fee payable quarterly equal to 35 basis points per annum on the daily unused amount of the 2023 Revolving Credit Facility.

The terms of the 2023 Term Loan included: (1) a one-year term ending in 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 $115 million; and (3) a first priority lien in the Collateral Pool Property.

Interest on borrowings under the 2023 Revolving Credit Facility and 2023 Term Loan shall be based on applicable interest rate (the “Interest Rate”) plus a margin ranging from 250 basis points to 350 basis points (the “Applicable Margin”) depending on the Interest Rate elected, currently 3.5%. 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
62

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 NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month interest period plus 1%; “Adjusted Term SOFR Rate” means, subject to a floor of 0.0%, the Term SOFR Rate , plus 10 basis points; and “Adjusted Daily Effective SOFR Rate” means, subject to a floor of 0.0%, for any day, the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s on the immediately succeeding business day (“SOFR”) plus 10 basis points.

The General Partner and certain subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the 2023 Credit Agreement, and certain subsidiaries of the Operating Partnershipalso granted the lenders a security interest in certain subsidiary guarantors in order to further secure the obligations, liabilities and indebtedness of the Operating Partnership under the 2023 Credit 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 (a) the maximum total leverage ratio (65 percent), (b) the minimum debt service coverage ratio (1.25 times), (c) the minimum tangible net worth ratio (80% of tangible net worth as of 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%). 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 includes a mandatory cash sweep provision that provides that any cash, cash equivalents or marketable securities of the 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 repayment of any outstanding borrowings under the 2023 Credit Agreement.

The 2023 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 2023 Revolving Credit Facility. These change of control provisions, which have been an event of default under the agreements governing the Operating Partnership’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 Operating Partnership could seek a forbearance, waiver or amendment of the change of control provisions from the lenders, however there can be no assurance that the Operating Partnership 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 2023 Credit Agreement may (or, in the case of any bankruptcy event of default, shall) become immediately due and payable, and the Operating Partnership will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code.

On July 25, 2023, the Operating Partnership drew the full $115 million available under the 2023 Term Loan and borrowed $52 million from the 2023 Revolving Credit Facility which proceeds, together with available cash, were used to fund the purchase price under the Rockpoint Purchase Agreement in Part II, Item 5. On July 26, 2023, the Company paid down a total of $27 million of borrowings under the 2023 Revolving Credit Facility.
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 utilizehas historically utilized 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 use cash on hand to repay the debt.
Debt Summary
The Companyfollowing 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 debta breakdown of the Operating Partnership, some or allCompany’s debt between fixed and variable-rate financing as of which may be completed in 2023. The Company currently anticipates that its available cashMarch 31, 2024:
Balance
($000’s)
% of Total
Weighted Average
Interest Rate
Weighted Average
Maturity in Years
Fixed Rate & Hedged Secured (a)$1,867,223 100.00 %4.34 % 3.21
Totals/Weighted Average:$1,867,223 100.00 %4.34 % 3.21
Unamortized deferred financing costs(14,074)
Total Debt, Net$1,853,149 
(a)Includes debt with interest rate caps outstanding with a notional amount of $304.2 million.

Debt Maturities
Scheduled principal payments and cash equivalents, cash flows from operating activities and proceeds fromrelated weighted average annual effective interest rates for the saleCompany’s debt as of real estate assetsMarch 31, 2024 are as follows:
Period
Scheduled
Amortization
($000’s)
Principal
Maturities
($000’s)
Total
($000’s)
Weighted Avg.
Effective Interest Rate of
Future Repayments
2024$7,374 $308,000 $315,374 3.44 %
202513,186 — 13,186 3.88 %
202611,492 527,890 539,382 4.44 %
20278,158 305,319 313,477 3.66 %
20285,331 343,061 348,392 6.01 %
Thereafter5,574 331,838 337,412 3.98 %
Sub-total51,115 1,816,108 1,867,223 4.34 %
Unamortized deferred financing costs(14,074)— (14,074)
Totals/Weighted Average$37,041 $1,816,108 $1,853,149 4.34 %
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and joint ventures investments, togetherUnencumbered Properties
As of March 31, 2024, the Company had two unencumbered properties 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 sourcesa carrying value 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.$33.6 million.
Equity Financing and Registration Statements
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 $100 million of shares of common stock have been allocated for sale pursuant to the Company's ATM Program commenced in November 2023 and no securities have been sold as of April 22, 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 April 22, 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.
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 no securities have been sold as of July 24, 2023.
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 July 24, 2023.
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 agreedmay agree to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of June 30, 2023, theMarch 31, 2024, there was no outstanding balance of such debt totaled $18.2 million of which $2 million was guaranteed by the Company.
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”).
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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 available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the three and six months ended June 30,March 31, 2024 and 2023 and 2022 (in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Net (loss) income available to common shareholders$(27,434)$26,373 $(47,407)$17,281 
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Net loss available to common shareholders
Net loss available to common shareholders
Net loss available to common shareholders
Add (deduct): Noncontrolling interests in Operating Partnership
Add (deduct): Noncontrolling interests in Operating Partnership
Add (deduct): Noncontrolling interests in Operating PartnershipAdd (deduct): Noncontrolling interests in Operating Partnership(2,384)2,568 (4,696)(305)
Noncontrolling interests in discontinued operationsNoncontrolling interests in discontinued operations(298)127 (22)2,102 
Noncontrolling interests in discontinued operations
Noncontrolling interests in discontinued operations
Real estate-related depreciation and amortization on continuing operations (a)Real estate-related depreciation and amortization on continuing operations (a)26,064 23,413 52,053 44,352 
Real estate-related depreciation and amortization on continuing operations (a)
Real estate-related depreciation and amortization on continuing operations (a)
Real estate-related depreciation and amortization on discontinued operations
Real estate-related depreciation and amortization on discontinued operations
Real estate-related depreciation and amortization on discontinued operationsReal estate-related depreciation and amortization on discontinued operations275 6,863 5,231 14,784 
Continuing operations: Gain on sale from unconsolidated joint ventures
Continuing operations: Gain on sale from unconsolidated joint ventures
Continuing operations: Gain on sale from unconsolidated joint ventures
Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net
Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net
Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, netDiscontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net3,488 4,440 2,709 2,604 
Funds from operations available to common stock and Operating Partnership unitholders (b)Funds from operations available to common stock and Operating Partnership unitholders (b)$(289)$63,784 $7,868 $80,818 
Funds from operations available to common stock and Operating Partnership unitholders (b)
Funds from operations available to common stock and Operating Partnership unitholders (b)
(a)Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interests of $2.7 million and $2.6 million for the three months ended June 30,March 31, 2024 and 2023, and 2022 and $5.2 million for the six months ended June 30, 2023 and 2022.respectively. Excludes non-real estate-related depreciation and amortization of $0.2 million for each of the three months ended March 31, 2024 and $0.32023.
(b)Net loss available to common shareholders included land impairment charges of $0 and $3.4 million for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively and $0.6 million and $0.7 million for the six months ended June 30, 2023 and 2022, respectively.
(b)Net loss (income) available to common shareholders for the three months 2022also included $3.9 million of land impairment charges and $55.1 million, respectively, gainsloss or gain on disposition of developable land whichof $0.8 million and $(22.0) thousand for the three months ended March 31, 2024 and 2023, respectively. These balances are included in the calculation to arrive at funds from operations as such gainscharges relate to non-depreciable assets.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
We consider portions of this information, 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 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 tenantsresidents 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;
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•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;
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•our ability to obtain adequate insurance, including coverage for losses resulting from catastrophes, natural disasters, pandemics and terrorist acts;
•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 tenantsresidents or residentstenants 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 in our Annual Report on Form 10-K for the year ended December 31, 2022.2023. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
The Company is exposed to market risk from its indebtedness primarily from loss resulting fromchanges in market interest rates. The Company monitors interest rate risk. Changes in the general levelrisk 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 March 31, 2024, 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 June 30, 2023March 31, 2024 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. If market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of March 31, 2024 would be approximately $44.4 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 June 30, 2023March 31, 2024 ranged from LIBOR/SOFR plus 141141.0 basis points to LIBOR/SOFR plus 275 basis points. Assuming interest-rate swaps and caps are not in effect as of June 30, 2023,March 31, 2024, 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 $5.5$3.0 million annually. As of June 30, 2023, the Company's indebtedness with an aggregate principal balance of $1.8 billion had an estimated aggregate fair value of $1.7 billion and if market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of March 31, 2022 would be approximately $49.2 million higher or lower, respectively.
The following table presents principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt.
June 30, 2023
Debt,
including current portion
($s in thousands)
7/1/23 -
12/31/2023		2024202520262027
Thereafter
Sub-totalOther (a)
Total
Fair
Value
Fixed Rate$60,788 $610,361 $8,384 $491,780 $313,477 $342,440 $1,827,230 $(6,249)$1,820,981 $1,709,839 
Weighted Average Interest Rate3.58 %5.02 %3.39 %4.23 %3.66 %3.98 %4.32 %
March 31, 2024
Debt,
including current portion
($s in thousands)
4/1/2024 -
12/31/2024		2025202620272028
Thereafter
Sub-totalOther (a)
Total
Fair
Value
Fixed Rate and Hedged Debt$315,374 $13,186 $539,382 $313,477 $348,392 $337,412 $1,867,223 $(14,074)$1,853,149 $1,789,963 
Weighted Average Interest Rate3.44 %3.88 %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 June 30, 2023.March 31, 2024.

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.
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Item 4. 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.
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 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.
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 Operating Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under 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 Operating Partnership’s disclosure controls and 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.
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 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.
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VERIS RESIDENTIAL, INC.
VERIS RESIDENTIAL, L.P.
Part II – Other Information
Item 1. Legal Proceedings
There are no material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company is a party or to which any of its Properties are subject.
Item 1A. Risk Factors
There have been no material changes in our assessment of risk factors from those set forth in the Annual Report on Form 10-K for the year ended December 31, 20222023 of the General Partner and the Operating Partnership.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)COMMON STOCK
During the three months ended June 30, 2023, the Company issued 270,585 shares of common stock to holders of common units in the Operating Partnership upon the redemption of such common units in private offerings pursuant to Section 4(a)(2) of the Securities Act. The holders of the common units were limited partners of the Operating Partnership and accredited investors under Rule 501 of the Securities Act. The common units were redeemed for an equal number of shares of common stock. The Company has registered the resale of such shares under the Securities Act.None.
(b)Not Applicable.
(c)Not Applicable.
Item 3. Defaults Upon Senior Securities
(a)Not Applicable.
(b)Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
(a)RockPoint Transaction
On July 25, 2023, VRT and the Operating Partnership entered into a REIT Interest and Partnership Interest Purchase Agreement (the “Rockpoint Purchase Agreement”) with 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. (collectively, the “Rockpoint REIT Owners”) and RPIIA-RLB, L.L.C. (the “Rockpoint Class B Preferred Holder”, and together with the Rockpoint REIT Owners, the “Rockpoint Entities”).

As previously disclosed, in February 2017 and June 2019 the General Partner, the Operating Partnership, VRT and VRLP issued and sold an aggregate of $400 million of Preferred Units of VRLP to the Rockpoint Class B Preferred Holder and certain direct subsidiaries of the Rockpoint REIT Owners (such subsidiaries, the “Rockpoint REITs”). See Note 14: Redeemable Noncontrolling Interests – Rockpoint Transaction. Under the terms of the Rockpoint Purchase Agreement, (i) VRT purchased all of the issued and outstanding Preferred Units of VRLP held by the Rockpoint Class B Preferred Holder, and (ii) the Operating Partnerhsip purchased all of the common equity interests in the Rockpoint REITs (and as a result, indirectly acquired all of the issued and outstanding Preferred Units of VRLP held by the Rockpoint REITs), for an aggregate purchase price of $520 million. Under
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the terms of the Rockpoint Purchase Agreement, (i) the Original Investment Agreement and the Add On Investment Agreement have been terminated and are of no further force and effect (except for certain tax and related indemnification rights and obligations), (ii) the Rockpoint Entities ceased to be, direct or indirect, as applicable, members of VRLP, and (iii) all rights, title and interest of the Rockpoint Entities 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 the Rockpoint Entities were terminated, including without limitation all provisions relating to the valuation and repurchase of the Rockpoint Entities’ Put/Call Interests.

The foregoing summary is qualified entirely by reference to the Rockpoint Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Information about the Rockpoint Purchase Agreement is being disclosed under Part II, Item 5 of Form 10-Q in lieu of separate disclosure under Items 1.01, 2.04 and 9.01 of Form 8-K.

Senior Secured Revolving Credit Facility and Term Loan Facility

On July 25, 2023,April 22, 2024, the Operating Partnership entered into a revolving credit and term loan agreement dated as of July 25, 2023April 22, 2024 (the “2023“2024 Credit Agreement”) among the Operating Partnership, as borrower, JPMorgan Chase Bank, N.A., as administrative agent,Administrative Agent, The Bank of New York Mellon, as Syndication Agent, Bank of America, N.A., Capital One, National Association, Goldman Sachs Bank USA and Royal Bank of Canada, as syndication agent,documentation agents, J.P. Morgan Securities, LLC, as Sustainability Structuring Agent, JPMorgan Chase Bank, N.A. and The Bank of New York Mellon as Joint Bookrunners and Joint Lead Arrangers, and BOFA Securities, Inc., Capital One, National Association, Goldman Sachs Bank USA and RBC Capital Markets, as joint lead arrangersJoint Lead Arrangers, and bookrunnersthe other financial institutions party thereto (collectively, the “Lenders”). The General Partner is the guarantor of the obligations of the Operating Partnership under the 20232024 Credit Agreement pursuant to a Parent Guaranty dated July 25, 2023April 22, 2024 of the General Partner in favor of the Lenders (the “Parent Guaranty”). In addition, certain subsidiaries (the “Subsidiary Guarantors”) of the Operating Partnership fully and unconditionally guaranteed the obligations of the Operating Partnership under the 20232024 Credit Agreement pursuant to a Subsidiary Guaranty dated July 25, 2023April 22, 2024 of the Subsidiary Guarantors in favor of the Lenders (the “Subsidiary Guaranty”). In furtherance of the Subsidiary Guaranty, the Operating Partnership and certain of the Subsidiary Guarantors (the “Subsidiary Pledgors”) also entered into a Pledge and Security Agreement with the Administrative Agent dated July 25, 2023April 22, 2024 granting the Administrative Agent a security interest in certain Subsidiary Guarantors in order to further secure the obligations, liabilities and indebtedness of the Operating Partnership under the 20232024 Credit Agreement (the “Pledge and Security Agreement”).
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Pursuant to the 20232024 Credit Agreement, the Operating Partnership entered into a $60$300 million senior secured revolving credit facility (the “2023“2024 Revolving Credit Facility") and a $115$200 million senior secured term loan facility (the “2023“2024 Term Loan”).

The material terms of the 20232024 Revolving Credit Facility provide for:

1.A one-yearthree-year term ending on July 25, 2024,April 22, 2027, subject to one six-month(1) twelve-month extension option;option, subject to customary conditions and the payment of an extension fee equal to 20 basis points of the commitment amount on the 2024 Revolving Credit Facility;
2.Revolving credit loans may be made to the Operating Partnership in an aggregate principal amount of up to $60$300 million;
3. AOn or prior to April 22, 2025, a first priority lien on no fewer than five (5) of the Operating Partnership’s unencumbered property known asproperties with an aggregate appraised value of at least $900 million, initially consisting of (i) The James, a 240 unit multi-familymultifamily residential property located at 87 Madison Avenue,in Park Ridge, New Jersey; and the following additional identified properties to be added to the collateral pool at a subsequent date, (ii) 145 Front at City Square, a 365 unit multifamily residential property located in Worcester, Massachusetts; (iii) Signature Place, a 197 unit multifamily residential property located in Morris Plains, New Jersey; (iv) Soho Lofts, a 377 unit multifamily residential property located in Jersey (theCity, New Jersey; and (v) Liberty Towers, a 648 unit multifamily residential property located in Jersey City, New Jersey (collectively, the “Collateral Pool Property”Properties”); and
4.A commitment fee payable quarterly equal to (i) 35 basis points per annum on the daily unused amount if for such period the actual total revolving credit exposure was less than or equal to 50% of the then total commitment amount of the 2024 Revolving Credit Facility and (ii) 25 basis points per annum per annum on the daily unused amount if for such period the actual total revolving credit exposure was more than 50% of the then total commitment amount of the 2024 Revolving Credit Facility.
The material terms of the 2024 Term Loan provide for:

1.A three-year term ending on April 22, 2027, subject to one (1) twelve-month extension option, subject to customary conditions and the payment of an extension fee equal to 20 basis points of the outstanding borrowings under the 2024 Term Loan Facility;
2.Up to three (3) delayed draws prior to April 22, 2025 of the term loan commitments up to an aggregate principal amount of $200 million;
3.A first priority lien in the Collateral Pool Properties; and
4.A ticking fee payable quarterly equal to 35 basis points per annum on the daily unused amount of the 2023 Revolving Credit2024 Term Loan Facility.

The material terms ofOperating Partnership may request increases in the 2023 Term Loan provide for:

1. A one-year term ending on July 25, 2024, subject to one six-month extension option;
2. A single draw of the term loan commitments up to an aggregate principal amount of $115 million; and
3. A first priority lienthe 2024 Revolving Credit Facility and/or new term loans under the 2024 Term Loan Facility in the Collateral Pool Property.an aggregate amount of up to $200 million, which shall be subject to commercially reasonable syndication efforts.

There is no premium or penalty associated with full or partial prepayment of borrowings under the 20232024 Credit Agreement (other than customary break funding payments for loans bearing interest based on the Adjusted Term SOFR Rate).

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Interest on borrowings under the 20232024 Revolving Credit Facility and 2023the 2024 Term Loan shall be based on applicable interest rate (the “Interest Rate”) plus a margin ranging from 250100 basis points to 350200 basis points (the “Applicable Margin”Rate”) depending on the Interest Rate elected, currently 3.5%.elected. With respect to borrowings under the 20232024 Revolving Credit Facility and the 20232024 Term Loan, the Interest Rate shall be either (A) the Alternative Base Rate plus the Applicable MarginRate and/or (B) the Adjusted Term SOFR Rate plus the Applicable MarginRate or, with respect to the 20232024 Revolving Credit Facility only, (C) the Adjusted Daily Effective SOFR Rate plus the Applicable Margin.Rate. 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 NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month interest period plus 1%; “Adjusted
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Term SOFR Rate” means, subject to a floor of 0.0%, the Term SOFR Rate, , plus 10 basis points; and “Adjusted Daily Effective SOFR Rate” means, subject to a floor of 0.0%, for any day, the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s on the immediately succeeding business day (“SOFR”) plus 10 basis points.

The 20232024 Credit Agreement, which applies to both the 20232024 Revolving Credit Facility and the 20232024 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 (prior to the Operating Partnership’s election of equity-secured financial covenants) relating to (a) the maximum total leverage ratio (65 percent)(65%), (b) the minimum debt service coverage ratio (1.25 times), (c) the minimum tangible net worth ratio (80% of tangible net worth as of July 25, 2023April 22, 2024 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), (d) the maximum unhedged variable rate debt ratio (30%), and (e) financial ratios (after the Operating Partnership’s election of equity-secured financial covenants) relating to (i) the maximum total leverage ratio (60 percent), (ii) the minimum debt service coverage ratio (1.50 times), (iii) the minimum tangible net worth ratio (80% of tangible net worth as of April 22, 2024 plus 80% of net cash proceeds of equity issuances by the General Partner or the Operating Partnership), and (d)(iv) the maximum unhedged variable rate debt ratio (30%). 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 includes a mandatory cash sweep provision that provides that any cash, cash equivalents or marketable securities of the 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 repayment of any outstanding borrowings under the 2023 Credit Agreement.

The 20232024 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 20232024 Revolving Credit Facility. These change of control provisions, which have been an event of default under the agreements governing the Operating Partnership’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 Operating Partnership could seek a forbearance, waiver or amendment of the change of control provisions from the lenders, however there can be no assurance that the Operating Partnership 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 20232024 Credit Agreement may (or, in the case of any bankruptcy event of default, shall) become immediately due and payable, and the Operating Partnership will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code.

In connection with the 20232024 Credit Agreement, the Operating Partnership paid an aggregate of approximately $1.8$7.3 million in facilities, upfront and administrative fees to the administrative agentAdministrative Agent and Lenders of the 20232024 Revolving Credit Facility and 20232024 Term Loan.

On July 25, 2023, the Operating Partnership drew the full $115 million available under the 2023 Term Loan and borrowed $52 million from the 2023 Revolving Credit Facility which proceeds, together with available cash, were used to fund the purchase price under the Rockpoint Purchase Agreement described above. On July 26, 2023, the Company paid down a total of $27 million of borrowings under the 2023 Revolving Credit Facility.

The foregoing summaries are qualified entirely by reference to the 20232024 Credit Agreement, the Parent Guaranty, the Subsidiary Guaranty, and the Pledge and Security Agreement, copies of which are filed as Exhibits 10.2 through 10.5 hereto, respectively, and are incorporated herein by reference.

Information about the 20232024 Revolving Credit Facility and 20232024 Term Loan and the 20232024 Credit Agreement, the Parent Guaranty, the Subsidiary Guaranty, and the Pledge and Security Agreement is being disclosed under Part II, Item 5 of Form 10-Q in lieu of separate disclosure under Items 1.01, 2.03 and 9.01 of Form 8-K.
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(b)Not Applicable.
(c)Not Applicable.None.
Item 6. Exhibits
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
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VERIS RESIDENTIAL, INC.
VERIS RESIDENTIAL, L.P.
EXHIBIT INDEX
Exhibit
Number		Exhibit Title
3.1*10.1+
ArticlesAmended and Restated Executive Employment Agreement dated as of Amendment to the Articles of Restatement ofMarch 8, 2024 by and among Mahbod Nia, Veris Residential UK Ltd. And Veris Residential, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the State Department of AssessmentsSEC on March 11, 2024 and Taxation of Maryland on June 16, 2023.incorporated herein by reference).
3.2*
Fourth Amended and Restated Bylaws of Veris Residential, Inc.
10.1*+
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.
10.2*+
Revolving Credit and Term Loan Agreement dated as of July 25, 2023April 22, 2024 among Veris Residential, L.P., as borrower, and JPMorgan Chase Bank, N.A., as administrative agent, The Bank of New York Mellon, as syndication agent, Bank of America, N.A., Capital One, National Association, Goldman Sachs Bank USA and Royal Bank of Canada, as syndicationdocumentation agents, J.P. Morgan Securities, LLC, as sustainability structuring agent, JPMorgan Chase Bank, N.A. and Goldman SachsThe Bank USAof New York Mellon as joint bookrunners and joint lead arrangers, and BOFA Securities, Inc., Capital One, National Association, Goldman Sachs Bank USA and RBC Capital Markets, as joint lead arrangers, and the lenders party thereto.
10.3*
Parent Guaranty dated of Veris Residential, Inc. dated July 25, 2023.April 22, 2024.
10.4*
Subsidiary Guaranty of the subsidiary guarantors of Veris Residential, L.P. party thereto dated July 25, 2023.April 22, 2024
10.5*
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 administrative agent, dated July 25, 2023.April 22, 2024.
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.
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, 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, 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-Q for the quarter ended June 30, 2023March 31, 2024 formatted in Inline XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) Consolidated Statements of Changes in Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).
104.1*The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.
* filed herewith
+ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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Table of Contents
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:July 26, 2023April 24, 2024By:/s/ Mahbod Nia
Mahbod Nia
Chief Executive Officer
(principal executive officer)
Date:July 26, 2023April 24, 2024By:/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:July 26, 2023April 24, 2024By:/s/ Mahbod Nia
Mahbod Nia
Chief Executive Officer
(principal executive officer)
Date:July 26, 2023April 24, 2024By:/s/ Amanda Lombard
Amanda Lombard
Chief Financial Officer
(principal financial officer and principal accounting officer)
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