Greetings, and welcome to the Veris Residential First Quarter 2024 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Taryn Fielder, General Counsel. Thank you, Taryn. You may begin.

Good morning, everyone, and welcome to Veris Residential's First Quarter 2024 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 law. 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. We are pleased to report a positive start to the year during which we further advanced our strategic goals while delivering another quarter of solid operational and financial results. Last quarter, we announced the completion of various residential strategic transformation into a pure-play multifamily REIT and outline the 3-pronged approach to value creation in this next phase, comprising accretive capital allocation initiatives, along with the continued optimization of our balance sheet, platform and portfolio. We've begun to implement and progress a number of these initiatives. We took steps to further strengthen our balance sheet, securing a new $500 million credit facility and term loan that provides us with substantial liquidity and financial flexibility going forward as well as potential for enhanced earnings this year as reflected in our raised earnings guidance. Through these facilities, we've also effectively eliminated any perceived refinancing risk associated with our debt maturities through the end of 2025. The high degree of interest and resulting commitments we received from a broad group of lenders for these facilities and what remains a challenging credit environment is a testament to the progress our company has made over the past 3 years and enables us to enter this next chapter from a position of strength. Amanda will discuss these transformative facilities in further detail. On the capital allocation front, we continue to unlock idle equity within the company, including a set of Harborside 5, our last remaining office property and 107 Morgan Street as well as 2 land sites, 6 Becker and 85 Livingston in suburban New Jersey that are under binding contract for $28 million and expect it to close in the next few months. We anticipate recycling the net proceeds from these sales to a more accretive use at this…

Thank you, Mahbod. For the first quarter of 2024, net loss available to common shareholders was $0.04 per fully diluted share versus net loss of $0.27 for the same period in the prior year. Core FFO per share was $0.14 for the first quarter as compared to $0.12 last quarter and $0.15 for the first quarter of 2023. Core FFO this quarter is up $0.02 relative to the fourth quarter, driven primarily by continued same-store NOI growth of 14.2% year-over-year. This is in line with our expectations and 2024 guidance and comprised of 5% growth from Haus25, was that property stabilized in the second quarter of 2023 and 1% from a lease termination fee in addition to rental revenue growth of 8% and flat expenses as cost savings initiatives implemented in the fourth quarter offset inflationary price increases. Sequentially, same-store NOI was up 4%, driven primarily by a 5% improvement in expenses. Our same-store NOI growth will continue to moderate from 2022 highs, and we expect that this will be the last quarter we report double-digit growth for some time. In the second quarter, we may potentially see negative same-store NOI growth in line with our original guidance as we lap the recognition of the 2023 tax appeals. In addition, our insurance and real estate taxes are reset in the second half of the year. That being said, as Mahbod mentioned earlier, supply remains muted in our markets, our rent-to-income ratios are healthy, our New Jersey waterfront rents are still at a 30% discount to Manhattan, and we believe this will continue to differentiate our portfolio's performance given the significant value quotient we offer relative to this market. Turning to G&A. After adjustments for noncash stock compensation and severance payments, core G&A was $9.5 million, lower than the fourth quarter…

[Operator Instructions] Our first questions come from the line of Steve Sakwa with Evercore ISI.

Maybe, Mahbod, just starting on kind of the guidance. I understand it's sort of early in the year, and you want to maybe let spring leasing season play out a bit. But it seems like the top line has grown exceptionally well here in the first quarter, realizing that 8%, 9% growth might not be sustainable. But if I recall, your guidance for the year is much lower than that. And so obviously, you're either being very conservative in that forecast on top line or maybe there's some tougher comps. Maybe can you just speak to the top line component first?

Sure, Steve. No, look, the -- we've obviously started to see net rental growth rates come in a bit at 4.6%, and we are now starting to the lap a tougher period relative given that we have had now a sustained period of strong rent increases. So there's an element of that, there's an element of obviously just macroeconomic uncertainty as well ahead. And so that's factored in. But we're also entering what is typically a stronger leasing season in the spring. We're seeing for the next couple of months on a blended basis, blended net rental growth rates that are right in that sort of mid-single-digit area. And so when you look at our overall guidance for the year, it actually still fits. I wouldn't say it's conservative, but I'd say it's very reflective of where we see revenues for the full year landing up and also where we see expenses landing up where we're in the first quarter. There's also just an element of distortion overall in this first quarter from a number of things which and they will be going forward. Haus25 being added, for example, to the same-store pool, which drags up both the revenue side of it pretty significantly, given that wasn't fully occupied in the first quarter of last year. And then on the NOI side, some seasonality factors, the tax appeals, the fact that noncontrollable expenses don't come in until the second half of the year. So looking into a single quarter, particularly with it being the first one, you might look at that and say, well, it looks one-- the guidance looks conservative, but it's early, and there is some volatility through just some of these factors like house being added to the equation, the tax appeals. But when you look at it on a full year basis, smoothing all that out, we're still very much confident in the guidance range that we've given.

And then just second question, I just wanted to go back to the balance sheet and the financing strategy. Normally, companies are looking to somewhat minimize floating rate debt exposure. And I realize we're kind of at the peak of the -- maybe the Fed's tightening cycle, so taking on floating rate debt probably poses less risk today than it did 12 to 25 months ago. But I guess I'm just trying to get a better handle on sort of the strategy here and whether this just preserves more optionality for you to the extent that a monetization event does become available, is having the debt floating and on a line of credit term loan, just the most advantageous thing for the company versus going in and putting on secured mortgages? Is that kind of the thought process?

Well, it definitely is a more flexible financing strategy that allows us to be able to delever over time should we choose to focus on that. It also allows us to extend we do that to have a path to accessing not only more flexible, but cheaper cost of capital when you consider that probably the next stage for a company like ours would be tapping unsecured. And for that, we're now at around 12x net debt to EBITDA would need to get to probably sub-10%. But there's a path between growth in the portfolio and what I described as idle equity that's still tied up in the company. We've got $200 million of land, for example, that could be freed up. That's worth 2 turns of debt if it was unlocked and used to repay debt. But there's a path to getting there. So I think it's the fact that it affords us a lot more flexibility going forward and the potential to access cheaper debt. In terms of managing interest rate exposure, it's floating, but the intention is to hedge it. And so we'll be hedging -- now that hedging strategy isn't in place today, and we haven't announced it today because we're not looking to speculate on where rates go. This is not a drawn facility. But as and when we come to draw it down, we'll be taking steps to hedge certainly, the term loan and likely a good portion of the loan and credit facility as well to mitigate any exposure most likely with caps.

Our next questions come from the line of Eric Wolfe with Citibank.

You mentioned that part of your guidance upside was due to the new secured facilities. Can you just talk about what you were assuming in guidance before versus now in terms of timing of debt paydowns, the average rate you were expecting to achieve versus what you actually ended achieving? Just trying to understand how you got to the upside in that guidance.

Good question. So we had or have a significant amount of debt that's either maturing this year or facing a rate reset or that we want to now in the case of Front Street, refinanced to simplify, consolidate our debt. And so the original guidance really reflected the considerable uncertainty in the credit markets, which remain challenged and volatile and the raise is really a consequence of derisking that maturity profile for this year but also actually for next year and the uncertainty that came with these refinancings through securing these facilities. And in addition, securing another $28 million of nonstrategic asset sales, which if you think about that from an earnings standpoint, given just the earnings potential from that capital, that's worth about $0.02 a year, and the expectation is that we closed-core FFO. And the expectation is that we close those sales around midyear. So that equates to about $0.01 of the upside. So you're selling more assets, another $20 million of assets, most likely that will be used to pay down debt, to pay down the RCF, that saves you the cost on that, that's worth than other centers as well.

And then assuming you were trying to sell the properties underlying the debt facilities, I guess, would that debt in any of the associated swaps that you put on it, be assumable -- or is there a process for substituting other properties into the facilities? I'm just wondering if this limits your ability to monetize those properties because you talked about increasing your optionality. So trying to understand if you'll still be able to, say, sell some of those properties or substitute ones in and out and be able to -- or alternatively, the buyer can assume that debt.

Yes. I wouldn't say presumable, this is to raise $500 million for a company of our size. This is very much -- it's not easy today, and it's very much relationship-based lending, but it is fully repayable and so it doesn't come with the friction costs that would have come with a more rigid financing structure.

I just would add one thing here. We're going to use to hedge and not swap. So there'll be no termination costs with those.

Got it. So if someone wanted to buy, they would just effectively put their own mortgage on it and then that debt would get.

Correct. Correct. correct. And then the cap at that point, just an asset and just top of value.

Our next questions come from the line of Josh Dennerlein with Bank of America.

I want to come back to a comment you made in your opening remarks. You mentioned there was an earnings benefit from some company initiatives in 1Q results. I guess could you elaborate further on that? And then is there anything else baked into guidance for the year from initiatives hitting? Or if not, is there anything that could be a potential source of upside?

Yes. The comment was really that we've begun to implement a number of initiatives. I mentioned last quarter that the operational optimization captured broadly 3 areas: revenue maximization, expense mitigation and capital investment in certain properties based on our return on invested capital focused approach, the most recent initiative that we've announced there is Liberty Towers, which is just kicking off. So as I mentioned, we've started to see some of the benefits of those initiatives. I mentioned our new AI-based leasing assistant, for example, that is saving us considerable hours, it was 1,200 hours, it's even more than that now of human capital time freeing up our leasing agents to be able to focus on higher value tasks. We're working with a provider to actually extend the utilization of technology and specifically AI to also deal with existing resident requests. That's one area. We haven't put -- and I'm not putting any specific numbers around each initiative and how much it can contribute in earnings over a specific time frame because this is really about gradual optimization of the platform over time. And so you've seen that in our ability to be able to really mitigate expenses at a time when inflation has been running at particularly elevated levels, that is largely reflective of the efforts of the team to offset those upward inflationary pressures with both processes, with technology, with changes in our organizational structure, how we go about doing things that offset those expenses and allow us to be able to control expenses in a more robust way. So it is a holistic approach to maximizing revenue, mitigating the expense side and then investing in our properties.

And then sorry if I missed it, but did you mention what leasing spreads or how leasing spreads are trending in April or where you're sending out renewals today?

Yes. On a blended basis, we're in the mid-single-digit ballpark and we're sending out renewals a touch higher than that. It's early, but as we're entering the spring leasing season, you are seeing new leases climb a little bit a touch above that. But on a blended basis, I'd say, around the mid-single digit, maybe a touch higher. Got it. Thank you.

Our next questions come from the line of Tom Catherwood with BTIG.

Maybe for Amanda, you mentioned paying down, I think, roughly $170 million of principal as you refinance 4 mortgages this year and put them on the line and the revolver. For sources of those funds, it looks like you'll have roughly that much cash once you close on the $28 million of contracted land sales. But outside of that, how much more capital do you need or how to more they have to sell to execute the rest of your 24 business plan, including spending on asset upgrades?

So I'll answer part of it, and I'll throw it over to Mahbod. So first off, your math is right there. If you take -- we have about $140 million on balance sheet today from the recently completed sales -- and then you had the $28 million from the recently announced asset under contract, and that's how you get to the debt repayment. Mahbod, I'll let you take the second part of the question.

So I agree with the math in terms of where additional cash flow could come from to invest in the property, the first thing I'd point to is that we're now -- as we've come out the other side of the transformation and build earnings back up, we're generating a not insignificant amount of free cash flow. And so the business itself is cash flow positive again. And so there's -- that's not in the equation that you just outlined. In addition to that, we have liquidity in the form of the line, which is accessible for investing in our properties. And we still have around $200 million of other land, which may or may not be monetized, but is available to us to the extent that we may seek to unlock that equity as well. So between those sources, I think we're in a good spot. But I think it's important to remember the business itself is also generating a not insignificant amount of free cash flow.

And then maybe Mahbod sticking with you. You've previously discussed your joint ventures as a potential avenue for capital allocation. Is that a near-term opportunity? Or is something like that more than likely further down the line?

Well, difficult to comment on the timing because I would say it's certainly an area where we may seek to for want of a better word, clean up a little bit more. And what I really mean by that is determined whether for certain joint ventures, there may be a higher and better use for our company and whether we can access the equity that's locked in those joint ventures. But there's always a path. The question is how long would it take to get through that path, which makes it difficult to really put a time frame around it, but it is another potential area of optimization on the capital allocation side of our 3-pronged approach that could be unlocked over time.

And then last one for me. Just over on Haus25. How much NOI upside is there as you stabilize the storefront commercial space at the building?

I wouldn't say it's material. It's going to be in the region of -- well, not immaterial either. It's in the region of $2 million from it being fully leased.

And any thoughts to progress towards some of it? Or is it, again, the timing is going to be -- are we talking a 25 event?

I'd say, overall, we're seeing some really positive signs on the retail side. The team is doing a fantastic job of making sure we're in the flow and definitely seeing a little bit of an uptick in inquiries and tours. And so we hope to be able to make some progress there.

Our next questions come from the line of Michael Lewis with Truist Securities.

As far as additional noncore dispositions, how much of that is land versus targeted properties that you have to sell?

We haven't announced any additional sales at this point. So other than $28 million that's under binding contract, but what is available is $190 million of land and then it's really the multifamily properties. So those decisions will be, again, keep using the word, but capital allocation decisions is the equity that's tied in those assets being put to its highest and best use within the company. Is there a higher and better use for it, can it be unlocked and over what time frame. So we're constantly evaluating, let's said in the past, every dollar of equity that's tied up in the business and making those decisions working closely with the Board, but no decisions have been made at this point with regard to the remainder of the assets.

Okay. I guess I'm thinking not just the yield on this kind of source of capital from sales, but also should we expect that most of this land is eventually going to be sold? Or do you think you're a material developer going forward when that makes sense.

Well, there's clearly a long-standing DNA at Veris for developing very high-quality products here in terms of let's say multifamily assets and that stands. But as I said, no decision has been made yet with regard to the land bank.

And then you talked a lot about this, but as far as the debt repayment, the specific pieces here, right? So you think the plan Liberty Towers have maturities this year on much larger than the other. Should I expect that you'll use some of these proceeds and then put the balance on the line that you're not going to refi either of these?

This is Amanda here. Yes, that's correct. So the way we're looking at it is we'll tackle each maturity/refinancing at the date that is required to be done. And the order of operations is, first, we'll repay down with cash on hand. Once we do that, then we'll draw on the term loan. And then after that, we'll draw on the revolver.

Is there any other debt that you're going to get at the fear, right? Because you don't have another maturity, it looks like until '26. So are those kind of the 2 main pieces or absent asset sales, I suppose, right, you sell a secured property, those are kind of the 2 big pieces, I assume.

So those are the 2 that have maturities this year. That's correct. But there's also in July, SoHo loss, which is $158 million mortgage, the rate resets to above market. And so that one, we're going to repay with the facility/cash on hand -- and then there's one other loan, 145 Pat Street, which will repay and add to the pool in May.

So the way I would think about it is between loans maturing, the SoHo loan, which has a rate reset and one other in Front Street that we would like to just consolidate into this financing because it's effectively cost neutral and clean things up. That's $528 million of debt that will be repaying with the combination of the facilities and proceeds from asset sales. And the net effect of that is you go from $528 million of debt to around $360 million of drawn balance under the term loan in RCF.

We have reached the end of our question-and-answer session. I would now like to turn the floor back to management for closing remarks.

Thank you, everyone. We're pleased to report another extremely positive quarter and look forward to updating you again next quarter.

Thank you. This does conclude today's teleconference. We appreciate your participation. You may disconnect at this time. Enjoy the rest of your day.