Greetings and welcome to the Veris Residential Inc. Third Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Taryn Fielder, General Counsel. Thank you, Ms Fielder, you may begin.

Good morning, everyone, and welcome to Veris Residential's Third Quarter 2023 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 the call over to Mahbod Nia, Veris Residential's Chief Executive Officer, who is joined by Amanda Lombard, Chief Financial Officer. Mahbod?

Thank you, Taryn, and good morning, everyone. In the third quarter, we continue to build upon the strong results we delivered during the first half of the year. Since redeeming Rockpoint’s preferred interest in July, we’ve closed on the sales of four non-strategic asset releasing a $122 million of net proceeds which were used to repay the balance of the term loan and revolving credit facility and refinance approximately $350 million of debt proactively addressing near term debt maturities and enhancing our overall debt maturity profile. Operationally, we continue to outperform during the third quarter achieving a blended same-store net rental growth rate of 9.3% and same-store NOI growth of 17.1% despite wide spread suffering of rents across the multifamily sector. The $122 million of non-strategic assets closed since the end of the second quarter versus the total value of transactions closed this year worth $0.5 billion, specifically the most recent transactions completed include two further office buildings, Harborside 6 and 23 Main Street and two Land plots Harborside 4 and 3 Campus. The net proceeds realised from these sales combined with the excess cash flow from our now positive cash flowing operations and activities from the refinancing of Haus25 enabled us to fully repay the balance of our term loan and revolving credit facility in just three months resulting a substantial interest expense saving in the process. 107 Morgan and 2 Campus remain on the binding contract and are anticipated to provide the company with additional liquidity upon closing. [Indiscernible] operations during the quarter same-store occupancy and our retention rates remain stable at 95.5% and 55% respectively. The blended same-store net rental growth rate remains strong at 9.3%, despite the end of the third quarter typically marking the start of a slower leasing season across the multifamily sector, and…

Thanks, Mahbod. For the third quarter of 2023, net loss available to common shareholders was $0.60 per fully diluted share versus a net loss of $1.10 per fully diluted share in the third quarter of last year. The third quarter of 2023 includes interest costs of mandatorily redeemable non-controlling interest of $35 million, or approximately $0.35 per share, related to the buyout of Rockpoint as we detailed last quarter. Core FFO per share was $0.12 for the third quarter as compared to $0.16 last quarter. The second quarter was positively impacted by two non-recurring items, $0.02 from the settlement of two real estate tax appeals and $0.03 from the IRBY [Ph] tax credit, which we typically receive in the second quarter. AFFO per share was $0.15 as compared to $0.18 last quarter for the same reason. Same-store NOI was up over 17% compared to the same quarter last year, reflecting 10.5% revenue growth and our continued efforts to mitigate property-level expense inflation. Controllable expenses were up 6.4% quarter-over-quarter due to higher costs related to the peak leasing season. However, year-over-year, controllable expenses ticked up only slightly, from 2.6% to 3.9%. Our non-controllable expenses continue to be variable period to period. This quarter, we renewed our property insurance, and while our insurance premiums increased by approximately 30% from the prior year, a reduction in our self-insurance based upon our annual review of that program offset the increase. In addition, real estate taxes, as compared to the prior quarter, are up significantly as a result of the $2.7 million favorable adjustment in Q2 related to the resolution of tax appeals, which was slightly offset this quarter by an increase of $0.5 million related to the finalization of Jersey City 2023 taxes. Next quarter, we expect that non-controllable expenses will be approximately half…

Thank you. [Operator Instructions] As a reminder -- the first question comes from the line of Eric Wolfe from Citi Research. Please go ahead.

Thanks. It’s actually Nick Joseph here for Eric. Maybe just starting on the operating portfolio, can you touch on where you are seeing new lease rate growth today in October and then where renewals kind of are trending for October and then spent out for November and December?

Sure. Good morning, Nick. Thank you for the question. So we said last quarter that we expected rents to moderate now. We've had very strong rental growth, double-digit rental growth. If that's not sustainable in perpetuity, we indicated that we'd be in the mid-to-high-single-digit range going forward. You've seen us come in at the high end of that. I do think that will further moderate to somewhere in the mid-single-digit, which is much more, let's say, indicative of longer-term growth rates.

Thanks. Is there anything you're seeing in terms of rent-to-income or any other affordability metrics that are impacting it, or is it just more normal seasonality and just coming off of such high rent growth?

Yes, it's actually the two latter points that you made. So from an affordability standpoint, we actually remain in very good shape. We've seen good income growth. There was obviously some commentary about that slowing down more generally, but we've seen that sustained at around 15% or even actually slightly below 15% now in terms of rent-to-net disposable income. It's more a function of you're now lapping periods of extremely high rent growth, and that's just not sustainable. And we've also entered now the seasonally tougher period when it comes to the multifamily sector on the whole.

Great, thanks. And then just on the insurance renewal, can you quantify the reduction in the self-insurance?

Sure, this is Amanda. I think as I said earlier, it's about half a penny that you'll see our non-controllable expenses go up next quarter. So I think that's what you can expect.

Okay, thank you.

Thanks, Nick.

Thank you. Next question comes from the line of Steve Sakwa with Evercore ISI. Please go ahead.

Yes, thanks, good morning. Mahbod, now that you've, I guess, essentially completed kind of the clean-up of all the non-core assets, Rockpoint, you're really down to just one office property. I guess, how are you sort of looking at the organization as you think about moving forward as a standalone enterprise realizing that a monetization event's kind of out of your control? But how are you thinking about the organization, the people in place, and what else do you need to do to make this a best-in-class apartment company?

Good morning, Steve, thank you. That's a great question and something that we've been giving a lot of thought to ourselves as well. The last three years, I would describe as the transformation phase where we've sold over $2 billion of non-strategic assets, but on the office and really tried to get ahead of that, exiting an asset class that is not strategic to us and pivoting to an asset class whereby we continue to believe in the long-term fundamentals and is very much core to our business. There's a little bit more to do, as you highlighted, in Harborside 5, and that's not insignificant given it's an unlevered office building and has substantial equity trapped in it. But the transformation phase is effectively over. What I would describe this next phase as is the optimization phase. And there we do have a number of levers available to us, a number of initiatives to allow us to now be able to really optimize what we have in this pure play multifamily platform and organically seek to continue enhancing its value. A number of different prongs to that, and we're evaluating those at this time, working with the board. Some of it will involve some further simplification that could touch on corporate structure, capital structure, and other areas. A large part of it is capital allocation. If you think about the capital within the business today, there is still significant amounts of equity that is either idle or generating a suboptimal return for us. And so reallocating that capital to a higher and more accretive use really has the potential to continue driving the top line and flow down to the bottom line for us. Going forward, given the size of the business, there are other areas potentially, we're looking at a couple of, on the whole we have a very young portfolio as you know, but there are one or two areas where we think there could be potential value add opportunities and continued operational efficiencies, all of which together really do have the potential to continue driving or enhancing value of the platform in this next optimization phase.

But I guess as a, just maybe a quick follow-up, do you feel like you have kind of the right people in place to sort of make all these changes and steps or do you feel like you still need to add to the organization?

No, absolutely not. We've got a lean but very effective team as you've seen. To date, we've gone a long way towards rebuilding the operational side of things as well. So no, I'm very comfortable with the team that we've got that we can execute on this next optimization phase.

Okay, and then there's been some articles about kind of rent control coming up in Jersey City and maybe some of the surrounding communities. Can you maybe just sort of speak to, I know it's a very complicated and long-winded answer and longer than this conference call, but just maybe high level, how are you sort of thinking about the rent control within kind of the market in your portfolio and are there things that you need to do to make sure that you follow kind of all the rules and regulations? Or is there any risk about rent control being imposed on any part of the portfolio?

Sure. Look, we believe that we've taken all the necessary and appropriate steps to preserve the available exemptions from rent control ordinances, which may be applicable to the properties in our portfolio. We're, I'd say, in a fortunate position that we have a younger vintage portfolio that helps in that respect and that we've developed most of those assets and so feel comfortable with the position we're in.

Great, thanks. That's it for me.

Thanks, Steve.

Thank you. Next question comes from the line of Anthony Paolone with JPMorgan. Please go ahead.

Thank you. I guess first question is around non-core. Beyond Harborside 5, it does sound like you still have some things that you might consider getting rid of. Can you maybe just talk a bit more about what those might be and where there might even be liquidity that's acceptable to pursue other sales right now in the market?

Sure, good morning. Yes, Harborside 5 is the obvious non-strategic one. The question really beyond that is do we seek to potentially further rationalize the land bank which to the extent not developed really is just idle equity again in the business that isn't really generating a return. So that's really what I was primarily referencing with that comment. But there are further potential pockets of capital as well. If you look at the joint ventures, the remaining joint ventures where we may seek to reallocate some of that capital over time to put it to a higher and better use and a more accretive use.

Okay, and then on the core, to appreciate just the strength and the rent growth in your market and what you've done operationally. I mean, the numbers are just outsized. Can you maybe just give us a sense as you look back over the last few quarters how much that's really just been the market versus just efforts you've made to hunker down either and change how you price or be more aggressive there or just on the operation side and just trying to understand maybe how much more runway might exist there if that was a big part of this?

It's a great question. Look, if you look at the New Jersey overall rental growth during this period, it was around 5%. We've come in at 9%. I do think that the quality of the assets is second to none. And I do believe we have gone a long way towards rebuilding the operational platform with new people, new processes, new technology, and that's an ongoing effort. So it's difficult to say how much of that is property, how much of it is people, how much of it is market, but the combination on the whole is what's delivering the results that you're seeing. And we do feel there's still some room to go there on the operational side to continue improving. It's an ever-evolving initiative. And so we're fortunate that we have great assets in great markets with supply-demand dynamics that put us in a very favorable position for the foreseeable future. And we have a team that is highly focused and capable in extracting the value from those assets.

Okay, and just one follow-up. I think maybe it was perhaps mixed in with Nick's question earlier, but where are you sending renewal notices out today?

I think you should assume for the next couple of months we'll land up in the mid-single digit, maybe a touch above that level.

Okay, thank you. Thank you.

Thank you.

Thank you. Next question comes from the line of Josh Dennerlein with Bank of America. Please go ahead.

Hey guys, thanks for the time. Just wanted to follow up on that operating platform initiative that you mentioned. I guess what's the main focus that you want to improve over the next 12 months and maybe what kind of benefit might we see from our perspective?

Well, good morning. You've seen already some of the benefits come through and the way we go about revenue management and the way we go about expense management. So you've seen that in how we price things and driving the top line, but you've also seen it in the improvement in our margins year-over-year. And that was really what I was alluding to is that there is, I do believe there's still some further room to go and we will update in due course what some of those steps are that we've taken or plan to take, but they're really centered around continuing to drive the top line, optimize and seek to mitigate the expense side of things, doing things differently, more efficiently, and utilizing technology where warranted to help us in achieving our goals there.

Okay, and then I see there's some debt coming due in 2024. I guess, just what's the plan with that, that refi or just pay down or how are you thinking about it? And maybe if it's a refi, what kind of rate you'd say?

Well, you've seen with the two refinancing that we just announced that despite the real estate commercial real estate debt markets being challenging at the moment, there is still liquidity available and there's appetite to lend on high quality assets such as ours. And so the two assets you're referring to for next year, those are high quality, very well-performing properties that we also anticipate getting attractive bids on. And so consistent with our approach this past quarter, you should assume that we'll be proactive and at the appropriate time, look at options available to us to refinance those. To the extent that we choose to or require to somewhat pay down those loans, we're also in a position of strength now and having liquidity available to us today, liquidity that we anticipate coming through the closing of remaining non-strategic assets that are under contract and potentially further assets beyond that. And the business itself is now cash flow generative and so that gives us another source as well to the extent we choose to or require to do something of a pay down on those.

Thank you.

Thank you. Next question comes from the line of Tom Catherwood with BTIG. Please go ahead.

Thanks and good morning, everybody. Maybe starting with Amanda, you had mentioned using the remaining or at least some of the remaining proceeds for the asset sales that are still under contract as you go to refinance the 300 plus million dollars that are maturing. When you finish those roughly 71 million of sales, that'll put you roughly at $90 million of cash. Do you have all of that earmarked for debt reductions or do you think you'll have some remaining for other sources and uses?

I'll take that if that's okay and then Amanda can chime in. So today, from a liquidity standpoint, we also have the line. So there's around $90 million of liquidity, $71 million of assets under binding contract today. That said, there's also cash flow coming off of the operation, surplus cash flow coming off of the operations that's adding to that and potentially further non-strategic assets that could be sold between now and next year that could further add to that. So there are plenty of sources available in the pot and I think over these coming months, we'll be working with the board to determine the highest and best use for that capital. Rates being where they are today, one would rightly assume that debt repayment would be a very accretive and appropriate use of any capital that's freed up, but that's something that we'll work with the board to ultimately determine and it could be a combination of things or it could go towards that repayment.

Got it. And then, Mahbod you'd mentioned moving from in the response to Steve's question, moving from this transformation period to this optimization period. When we think of the rebranding and severance costs, that kind of cycle that you've gone through during the transformation period, now that you're in that optimization phase, do you think we're closer to that clean G&A run rate or is there still some remaining or rebranding expense that you think is going to run through that line over the coming year?

It's going to take a little while to settle and not necessarily in relation to the rebranding, but more generally, just to give you an example, so repayment of Rockpoint, we've talked about how that will result in anticipated cost savings related to obligations we had with regard to that partnership that will cease to exist going to next year. Some of those things, it just takes time to work through and actually probably won't really come through into the numbers until back end of next year or second half of next year. And then between now and then, we also have factors outside of our control, such as inflation, which seems to be moderating at this point, but it still has an impact. So it's difficult to give you guidance on a run rate G&A, but what I would say is it has come down a lot. We've now brought it down to the lowest level in a decade and actually in real terms, since the 90s. If you look at us, which is the only appropriate way to look at us, given scale is the most significant factor in looking at the various metrics when assessing G&A, if you look at us relative to the mid cap is the percentage of gross asset value, which is really the asset base that we have to manage, we're right at the median there. And so I think gone a long way, potentially have some more to go, but also combating inflation and factors that are outside of our control, very difficult to give you a run rate at this stage. And the other thing is just the business is not, as we go through this optimization phase, there'll be pushes and pulls there as well. The reality is that we just haven't reached a mature stage as a pure play multifamily company where you could say, right, that is a mature cost structure. Capital allocation side of it has been addressed. So the revenue side of it is predominantly going to be driven by rents and rates. There are still things even that on the capital allocation side, if you just only think about the land, which is just over $200 million and Harborside 5 and several hundred million dollars, as I mentioned in joint ventures, that isn't all necessarily generating an appropriate return for us, but even between Harborside 5 and the land, that's $300 million that really isn't generating a return. And for a company of our size, that's meaningful having that much idle capital. And so I think the primary driver is going to be capital allocation, but other things we can do as well on the expense side before it reaches a mature state as a business. And until then, it's difficult to give that kind of guidance.

Understood. I appreciate that. And then last one for me, you've obviously been at the forefront when it comes to ESG and integrating that into the company and platform. What's next on the sustainability front? You obviously have a modern portfolio, but do you have any near term CapEx plans when it comes to either reducing energy consumption or carbon emissions or anything else along that front?

Yes, everything I would say to date, the approach remains the same and it's a never evolving initiative. And so everything we've done and everything we continue to do, we evaluate based on a number of different factors, but ultimately it comes down to return on invested capital. And so either there's a direct return on invested capital, whereby we know by, for example, seeking an alternative to traditional heating systems, it may be that we have energy savings that result in a payoff of five years or whatever it may be, and we'll evaluate whether it makes sense to look at alternatives based on that return on invested capital and payoff periods, or to a lesser degree, it would have an intangible, but real benefit to the business when it comes to brand or retention rates and really differentiates us from the peers. So the approach is actually largely similar to any other CapEx that we spent. Every dollar of CapEx that we spend, the team presents based on a return on invested capital approach and we evaluate whether that's a sufficient return on that capital or not and we make decisions accordingly.

Understood. Appreciate the answers, Mahbod. Thanks everyone.

Thanks, Tom.

Thank you. Next question comes from the line of Robin Liu [Ph] with Green Street. Please go ahead.

Hi, good morning. Just want to get back on the question on rent control. Are you sensing local municipalities are cranking down on landlords and their adherence to rent control rules? Are you hearing the policy makers are maybe perhaps looking at tightening rules further?

Good morning, Robin. Difficult for me to comment on that. The only thing I can state is what I mentioned earlier, which is that we believe we've taken the necessary steps, necessary and appropriate steps to preserve the available exemptions from rent control ordinances across our portfolio. And so it's a very, that's a very property specific and jurisdiction specific thing, townships within New Jersey. So I can only comment on what we've done across our portfolio. I don't really know. It's hard for me to comment on where that goes more broadly.

Okay, thank you for that. And then do you mind providing color on the preferred interest redemption in October? What drove the LP to redeem at a time when I guess operating fundamentals are still pretty healthy across your portfolio?

Again, hard for me to comment on that, Robin. It's their decision. You'd need to ask them. They've had the ability to redeem and chose to redeem it at this time. So it's hard for me to comment what that related to. It would be some sort of, I guess, a requirement for the capital from their side, but I'm not sure. Hello?

Yes.

Are you done with your questions?

Yes, thank you.

Thank you. This concludes today's question-and-answer session. I would like to turn the floor back over to Mahbod Nia for closing comments.

Thank you everyone for joining us today. We're pleased to report another very strong quarter for Veris Residential and look forward to updating you again in due course.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.