Good morning, and welcome to the Veris Residential Third Quarter 2022 Earnings Conference Call. I would now like to turn the conference over to Taryn Fielder, the General Counsel of Veris Residential. Please go ahead.

Good morning, everyone, and welcome to Veris Residential's third quarter 2022 earnings conference call. I would like to remind everyone that certain information discussed on this call may constitute forward-looking statements within the meaning of the federal securities laws. Although we believe the estimates reflected in these statements are based on reasonable assumptions, we cannot give assurance that the anticipated results will be achieved. We refer you to the company's press release and annual and quarterly reports filed with the SEC for risk factors that impact the company. With that, I would like to hand you over to Mahbod Nia, Veris Residential's Chief Executive Officer. Mahbod?

Good morning, and welcome to our third quarter 2022 earnings call. I'm joined by our CFO, Amanda Lombard. During the quarter, we continued to make meaningful progress on our strategic transformation despite significant market volatility, while delivering a fourth consecutive quarter of strong rental and NOI growth across our multifamily portfolio. As evidenced by our binding agreement to sell Harborside 1, 2, and 3 and the completion of the sale of 101 Hudson Street, we're now in the final phase of our transformation. Inclusive of these transactions and pro forma for the stabilization of Haus25, multifamily will represent approximately 98% of NOI, up from 39% around 18 months ago. Looking ahead, the sizable proceeds anticipated from Harborside 1, 2, and 3, in addition to potential further non-strategic asset sales, will provide the company with substantial liquidity as we seek to conclude our transformation. Our 6,931-unit multifamily portfolio had occupancy of 95.8% and achieved a blended net rental growth rate of 20% during the quarter. Headline rents continue to grow, and the loss to lease in the portfolio was reduced from 5% to approximately 2% during the quarter as we continue to capture upside in our portfolio, notwithstanding the challenging macroeconomic backdrop. From a leasing perspective, we are seeing some signs of mounting pressure on consumers and businesses due to rising inflation and interest rates. While we're not immune to these forces, we believe that our Class A multifamily properties possess unique characteristics. They are well located, modern, and well amenitized, and as such, should prove somewhat resilient due to their compelling relative value proposition, especially relative to New York City. A particular note, while New York City rents are cooling on the whole, the luxury segment has held up comparatively well given the limited supply. This is evident in our October blended net rental growth rate that remained strong in the mid-teens but softened somewhat compared to the 20% achieved in the third quarter. Our residents on the whole are seemingly well positioned to absorb the impact of increasing rents and inflationary pressures, as evidenced by the increase in the average income of residents who signed leases during the third quarter compared to the second quarter and a more than 20% increase compared to the same period last year. We maintained strong leasing momentum at Haus25 with the property now 82% leased and 76% occupied, resulting in increased NOI contribution this quarter that Amanda will discuss in greater detail. Our 5,825-unit same-store operating portfolio had occupancy of 95.7%, a blended net rental growth rate of 19%, and a same-store year-over-year NOI growth of 21%, reflecting burn-off of existing concessions and increasing rents during the quarter. Sequential same-store NOI declined by 2%, driven by higher non-controllable expenses, namely taxes in Jersey City. Due to the steps we've taken to streamline our operations and cut costs, we're able to reduce our controllable operating expenses compared to the prior year despite the ongoing inflationary pressures. With regard to our corporate expenses, we've also taken steps over the past 18 months to right-size our expense structure to bring it in line with our mid-cap public REIT player as a percentage of gross asset value. We anticipate further opportunities to optimize our overheads upon completion of our transformation. On the disposal front, as referenced earlier, this quarter, we reached significant milestones on our path to becoming a pure-play multifamily REIT. We signed a binding agreement to sell Harborside 1, 2, and 3 for $420 million. The transaction is expected to close in the first quarter of 2023 and result in approximately $350 million in net proceeds, providing us with substantial anticipated liquidity moving forward. We also announced the completion of our sale of 101 Hudson Street for $346 million, resulting in $90 million of total net proceeds, including $15 million that was held as a deposit. These proceeds were used to pay down the revolving credit facility. As one of our industry leaders in ESG, subsequent to the quarter, we were pleased to earn a 5 Star rating for our performance in the 2022 Global Real Estate Sustainability Benchmark, or GRESB, the global ESG benchmark for real estate and infrastructure investments. Our 5 Star rating, the highest rating offered to distinguish ESG leadership and performance, recognized Veris Residential for achieving this score among the highest 20% of all 1,800 participant companies. Finally, in our ongoing effort to mitigate our carbon footprint and combat climate change, we recently joined New Jersey's Clean Buildings Working Group. As a member, we look forward to working closely with Governor Murphy and his task force to help the state achieve its climate goals. With that, I'm going to hand it over to Amanda, who will update you on our financial performance during the quarter.

Thanks, Mahbod. For the third quarter of 2022, net income available to common shareholders was $1.10 per fully diluted share, versus $0.25 per fully diluted share in the prior quarter. Net income available to common shareholders was down quarter-over-quarter due to a one-time non-cash impairment of approximately $85 million on the Harborside office assets recognized in the third quarter, as well as the benefit of a $55 million gain on the sale of land parcels completed in the second quarter. Core FFO for the quarter was $0.15 per fully diluted share, in line with last quarter. We began to benefit from NOI contributions from Haus25 and The James equating to $0.04 per share. This was offset by interest expense of $0.03 per share due to rising interest rates and another $0.01 per share related to lower capitalized interest on Haus25. Note that the NOI contribution from Haus25 includes almost a full quarter of real estate taxes and expenses for the period while revenue ramped up from a nominal amount over the quarter. As such, the FFO contribution this quarter does not yet reflect a stabilized run rate. Year-over-year, same-store NOI was up 21%. However, despite strong rental growth, same-store NOI sequentially was down by 2% as we had anticipated due to the catch-up in higher real estate taxes, primarily in Jersey City. We expect that real estate taxes on a run rate basis will be roughly 3% lower than the total real estate taxes recorded this quarter due to further increases expected in the fourth quarter. Excluding this adjustment for real estate taxes, the sequential same-store NOI was up 2%. Diving deeper into expenses, the increase in marketing payroll and R&M is largely due to seasonality. As lease expirations peaked over the summer and were approximately 50% higher than the prior quarter, resulting in increased costs associated with lease turnover. Further to Mahbod's comment around inflation, our ongoing efforts to streamline operations, enhance technology, and invest in our team have largely mitigated the impact of inflation this year. Year-to-date, same-store controllable expenses are down by just under 1%, which, if you assume that the full impact of the most recent CPI increase of 8.2% is reflected in our costs, implies a reduction of over 9% over the past year. As Mahbod mentioned, our efforts to optimize expenses are not yet complete, and we anticipate further potential for savings as we complete our transformation. Turning to our general and administrative costs. After adjustments for one-time severance charges, G&A is $9.5 million or approximately $38 million on an annualized basis. We have included a reconciliation of core G&A in our supplemental materials that strips out the one-time costs, which today are associated with the ongoing transformation, to arrive at overhead required to run the day-to-day business. The current quarter's reduction in G&A reflects significant changes in the company's cost structure, including reorganizations to simplify the operating platform between multifamily and office, as well as considerable changes in professional fees. Annualized G&A of $38 million is the lowest G&A in nominal terms in over a decade. While our third quarter G&A annualized as a percentage of gross asset value is in line with other mid-cap REIT peers, we anticipate further efficiencies and cost savings as we exit non-strategic assets and continue to simplify the business. As in prior years, I expect that next quarter's G&A will be slightly higher than Q3 due to annual adjustments that typically occur in the fourth quarter. We have made solid progress in streamlining our corporate and property cost structures, with further efforts to be realized as we continue the transformation. On to our balance sheet. Subsequent to quarter end, we had Haus25, our largest floating rate debt, with a 4% cap due to a springing cap requirement. We expect to explore options to refinance Haus25 as it approaches stabilization and anticipate spread over SOFR that is lower than the 270 basis points on the current construction loans. Taking this into account, our company is well positioned in the current interest rate environment with a weighted average maturity of 4.4 years and inclusive of the hedge on Haus25, but excluding the revolving credit facility and the loan on 101 Hudson, 90% of our total debt portfolio is fixed and/or hedged at a weighted average interest rate of 4.1%. Further, our multifamily debt is 100% senior secured, primarily non-recourse, and none of it is cross-collateralized. Our net debt to adjusted EBITDA improved this quarter to 12.7x versus 14.1x in the second quarter due to lower G&A and the increased lease-up at Haus25. While this improvement represents our continued effort to strengthen the balance sheet, as noted in prior quarters, this metric is sensitive to small changes in earnings and may vary in any given period. Our debt to undepreciated assets ratio and our interest coverage ratio remained relatively constant at around 47% and 2x, respectively. Finally, in relation to our recently announced transaction activity, I would like to clarify that the net proceeds from the sale of 101 Hudson were approximately equal to our original expected proceeds after accounting for the recent price adjustment, three additional quarters of FFO in which the asset was held, and the absence of the initially projected defeasance cost of $25 million due to the buyer's assumption of the in-place mortgage. On a Q3 annualized basis, 101 Hudson contributed approximately $0.12 of core FFO, but only $0.06 of AFFO, inclusive of interest expense incurred on the balance of the revolver that was repaid with the sales proceeds. In addition, the assumption of the loan by the buyer, which had an implied loan-to-value of approximately 72% based upon the recent sales price, improved our overall leverage metrics. In addition, I'd like to add some color on the difference between gross versus net proceeds expected upon the closing of the sale of Harborside 1, 2, and 3. These deductions include tenant improvements and leasing commissions for the Collectors Universe lease, which Veris is primarily funding from the $25 million termination fee received in Q1, plus adjustments for approximately $30 million in remaining capital improvements, as well as customary closing costs and transfer taxes. With that, I will turn it back to Mahbod before we open the line for questions.

Thank you, Amanda. Before turning to Q&A, I would like to take a moment to address the unsolicited proposal that Kushner Companies has made to Veris Residential. This morning, we responded to Kushner Companies via press release, which can be viewed on the Veris Residential website. As such, we will not be answering any questions related to the situation or be able to provide any further detail beyond what was disclosed earlier today. Operator, please open the line for Q&A.

The first question comes from Stephen Sakwa from Evercore ISI.

Obviously, you guys have made a lot of progress simplifying the company and streamlining to becoming almost a pure multifamily company. There's still, I guess, a few remaining assets that are not multifamily to sell. And I'm just wondering if you could sort of give us an update on Harborside 5 and 6, the marketing process and the demand that maybe you saw for Harborside 1, 2 and 3? And I guess, where do the hotels fit into the disposition plan?

Thanks, Steve. I think it's a relevant question given the amount of equity that's still tied up in those assets and the impact that will have on the tail end of the transformation. With regard to the hotels, as you know, one of them, the Hyatt, is under contract and scheduled to close towards the end of this year. As for the other assets, I would really make the comment across all of our remaining non-strategic assets that we haven't really gotten any guidance and it would be imprudent to do that given particularly market conditions on timing of any further realization of sales. But we have watched, I think, tenaciously and been pretty pragmatic through also challenging conditions over the past 18 to 24 months to move the transformation forward, and we'll continue to exercise the same level of pragmatism in a balanced, measured way as we have done historically to sell the remainder of the non-strategic assets.

I guess, can you just provide any color on sort of the depth of the buyer pool for Harborside 1, 2 and 3? And I guess if there were folks that were in that process and didn't win that bid, might they come back for 5 and 6? Or is the bidder pool fairly shallow? I'm just trying to get a sense for who's out looking for opportunistic office in a difficult capital market environment today.

Well, we started the process for Harborside earlier this year, and we had decent interest around the whole portfolio, and then we also had interest around subcomponents of the portfolio. So the buyers are fairly varied, but I'd classify them as generally looking for repositioning opportunities in the office space. It is conceivable that potentially one or more of the buyers we spoke to during our process could be a buyer for 5 and 6, but no determination on the Friday announcement around that at this time.

And then just another question for me. Just on the multifamily, can you give us a sense for where you're sending out renewal notices today for, say, the December, January, and February time frame? I realize you've had some pretty big growth, but I'm just trying to get a sense for what kind of renewal increases and maybe to the extent you've got spreads on new leasing, where are those shaking out for November and December?

As we mentioned, look, it's 20% blended net rental growth is not sustainable really anywhere. As with other peers, we do expect to see that normalize somewhere lower. In October, we see it come down to the mid-teens. I think going forward, you should expect to see this in the low double-digit range for the period that you referenced.

The next question comes from Nick Joseph from Citi.

How have cap rates moved in the New Jersey multifamily market today? And if you provide these components to the NAV in the supplemental, when you apply the updated cap rates, how are you thinking about value in terms of NAV for the company?

I would say it's too early to really make any definitive statements about where cap rates have landed. The markets are very much still in the period of price discovery, and we're not seeing a huge amount of transaction volume out there. So I don't think there’s any question cap rates are wider than they were, but I think it's too early to say where cap rates stabilize. What I would say is the assets that we own are really prime, the highest quality assets in the market, the youngest with the best community offering and such scarce in nature, and we're still seeing very strong NOI growth. I would expect these assets to be somewhat more resilient, but no asset is immune in the current environment.

And then just from an NAV perspective, just given where you think cap rates either were or maybe are today?

I think that's really a question for you to come to a judgment as I'm sure you will. We've never disclosed NAV as such and not looking to disclose that today.

And then on G&A, when would you expect to get to that normalized G&A and no longer have the transformation costs associated with it?

Yes, it's a good question. So look, the G&A, first thing I would say is we've obviously taken several steps. You have to remember the history here, which is that a bit over 18 months ago, we really had two companies side by side, two independent cost structures effectively sort of seasonally down. We've taken initial steps to streamline those into one single company, one single cost structure and we're beginning to really see the benefits of that in the run rate for core G&A. Going forward, we've been pretty clear that as the transformation concludes, we see room for greater savings from this point. That is going to be linked to a couple of factors that drive that. One is the timing of the completion of the transformation, but also what you do with the proceeds has implications as well. I think we've done a decent amount so far. We definitely see more room from this point to run more efficiently. We've been pretty cognizant in the way that we've also managed expenses in what has been quite an inflationary environment as we all know, and we'll continue to exercise the same prudence. As we conclude the transformation, based on the use of proceeds determined working with the Board, there will be a varying range of savings, but we anticipate further savings from here.

And then just finally, it looks like that Kushner just responded to your letter this morning indicating that it is fully capitalized and committed. But from a Board perspective, and I recognize there's probably limited stuff you can say, but just are you committed or is the Board committed to kind of exploring all strategic alternatives, regardless of this individual kind of solicitation?

Look, I can't comment on that. I haven't seen that. I wouldn't be looking to comment specifically on that proposal. What I would tell you, and I can say this assuredly, is that we have an independent, transparent Board that's highly focused on value creation and has been from the beginning, acutely aware of their fiduciary responsibilities as we are as a management team. We have and will continue to evaluate any opportunity to create and/or unlock value for shareholders.

The next question comes from Tom Catherwood from BTIG.

Maybe Mahbod, going through the sub, it looks like you've taken down some of your expectations for land values in the residential and the office side of the portfolio. We recently got what I think is a pretty good comp on a land sale in Jersey City, which should—I would argue—was probably of a lower quality and location than your portfolio. What's for you really driving that downward adjustment in your planned value estimates?

Well, obviously, we've seen rates rise in the rapid fashion that they have. I think just as a downturn of that, we'll see some impact. We've just taken a prudent, some might say conservative approach to marking the land as well. What I would tell you is that ultimately, that land is, as you say, very high quality, well located, one would expect to sell it soon and scarce. And so nothing to be super concerned about. But I think in this environment, we always take somewhat of a conservative approach when it comes to looking at values.

And is that—so that's more a kind of general market value assessment? Or is it a—we have specific pricing now on these and we have to adjust downward or a combination of both?

No, it's generally taking a conservative view on value given that we're just not in the same environment that we were in, of course.

And maybe, Amanda, I appreciate your commentary about the roll down from gross to net proceeds on Harborside 1, 2, and 3. But maybe as we think a little more broadly given that sale and the recent closing of the 101 Hudson, how much can you shield without having to either pay a reinstate the dividend or pay a specific dividend—a special dividend—when it comes to these asset sale proceeds?

So Tom, I think the question is very much going to be linked to future asset sales and the value realized for those, on the timing of those within any given period. But, obviously, to the extent that there is a mandatory dividend that's required, then we will pay that in consistent with our obligations as a REIT. Your expectation should be that based on what we've announced so far that is not the case.

And then maybe the last one from me is comment on Haus25, obviously not yet being at its stabilized run rate. That James has obviously just come into the portfolio as well. And it looks like there has been a pickup in expectation on stabilized NOI for that asset. But when we think maybe about the direction of debt-to-EBITDA for the company, it's ticked down materially since the first quarter as we get more NOI coming on from these multifamily assets. What is your expectation for the trajectory for that metric as we look maybe through the balance of this year and into next year?

I think it's a good question. As you've observed, we have repaid debt with the proceeds of asset sales to date and brought that down. As Amanda mentioned, that is a number that is somewhat sensitive as well to earnings, which are fluctuating given the transformation. I think at this point, to give any guidance on trajectory really would be inappropriate because it's largely going to be driven by the timing of future asset sales, the use of proceeds from those sales. But certainly something that's been a focus for us, and we have been able to reduce it to say to date.

Yes. I totally get it, but definitely not looking for guidance. I guess the question is, does it—and it can move from quarter to quarter, totally understood. Is it stable? Is it trending downward kind of directionally? Is there anything we can take away from it? Or is it just too early to get a read?

So look, I think you said it, between The James and Haus25, there's additional income contribution there. The remainder of the non-strategic assets we've got—if you think about Harborside 5 and 6—and consider potentially some of the lands in that, it's not really generating any income at this point. So it's not really helping your net debt-to-EBITDA number because it's not generating any or meaningful EBITDA. So that's why I said, but there's a significant amount of equity trapped in those assets because that’s for the equity fund, and there's no debt on Harborside 5, 6 on the land rate. That's why I say it is a function of the timing of those sales and what the ultimate use of proceeds is and ultimately, debt repayment or something else that's ultimately accretive. But at the moment, we're carrying a non-insignificant amount of equity that is not yielding any EBITDA or very little in the case of Harborside 5 and 6.

The next question comes from John Pawlowski from Green Street Advisors.

Mahbod, could you give us a sense for just how much or how large of a non-refundable deposit is down for Harborside 1, 2, and 3? I'm just trying to get a sense for the chances that transaction could fall through between now and the first quarter of next year.

We're actually not permitted to disclose that under the terms of the contract or the identity of the buyers, so I'm afraid I can't disclose it. But what I would tell you is that it's a buyer that we've diligenced, and based on what we and our advisors understand, the buyer has transacted over three decades, including during pretty challenging market conditions and quite heavy lifts on value office repositioning investments. Sitting here today, we feel good about the likelihood of that transaction closing. Obviously, given the challenges and uncertainties out there, nothing is done until it's done, but we feel pretty good about that as we sit here today.

I know a lot can change between now and when you get the proceeds, but can you help us think through a reasonable base case on how you might redeploy the capital from these office sales? What proportion will be targeted towards debt reduction versus apartment acquisitions, etc.? Could you give us a little bit of color on how you think you're going to put this cash back to work?

John, as you said, I think it's a little bit early. We would need to be a bit closer to the time that we're coming to realize those proceeds and then evaluate on a closer-to-real-time basis what the highest and best use is for that capital based on the alternatives available to us. That's a discussion that we will be happy to have with the Board and the strategic review committee to ultimately determine. I look forward to updating you on that as we go.

Two quick modeling questions, if I can slip them in. October occupancy. And then I know you're not giving '23 guidance, but expenses have been quite variable and you've communicated them. So can you just give us a sense for 4Q expense growth that you expect?

Well, directionally, I would say the strategy this year has been to push rents and somewhat compromise occupancy, which you started to see. I would honestly say there would be meaningful changes in occupancy between now and year-end. As for expenses, it's in a pretty uncertain inflationary environment still today, so I think anybody has full clarity on how next year shapes out in terms of inflation and the impact on costs. But I would say we've been pretty thoughtful in the way we've managed our expenses this past year to try to mitigate the controllable side of the equation. What's been obviously more challenging is in the non-controllable expenses, where we've seen taxes rise and actually disproportionately higher than some other areas here in Jersey City.

This concludes our question-and-answer session. I would like to turn the conference back over to Mahbod Nia for closing remarks.

Thank you, everyone, for joining us. We're pleased to announce another great quarter and look forward to updating you again in due course.

Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.