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What changed in Veris Residential, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Veris Residential, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+170 added−212 removedSource: 10-K (2025-02-24) vs 10-K (2024-02-21)

Top changes in Veris Residential, Inc.'s 2024 10-K

170 paragraphs added · 212 removed · 138 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

33 edited+6 added−7 removed26 unchanged
Biggest changeAmong 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 residents and 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; • changes in the supply of and demand for our properties, as well as demand for services or amenities at our properties; • our ability to attract, hire and retain qualified personnel; • forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, leasing activities, capitalization rates, and projected revenue and income; • changes in operating costs; • our ability to complete construction and development activities on time and within budget, including without limitation obtaining regulatory permits and the availability and cost of materials, labor and equipment; • our ability to obtain adequate insurance, including coverage for losses resulting from catastrophes, natural disasters, pandemics and terrorist acts; 9 Table of Contents • 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, 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 residents or tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
Biggest changeAmong 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 residents and 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; • changes in the supply of and demand for our properties, as well as demand for services or amenities at our 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 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; • our ability to lease or re-lease space at current or anticipated rents; • 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; • changes in governmental regulation, tax rates and similar 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 residents or tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
The General Partner intends to disclose on the Company’s internet website any amendments to or waivers from its code of business conduct and ethics as well as any amendments to its other governance documents, including without limitation the corporate governance principles, Dodd-Frank clawback policy, insider trading policy or the charters of the standing committees of the Board of Directors.
The General Partner intends to disclose on the Company’s website any amendments to or waivers from its code of business conduct and ethics as well as any amendments to its other governance documents, including without limitation the corporate governance principles, Dodd-Frank clawback policy, insider trading policy or the charters of the standing committees of the Board of Directors.
In addition, the Company’s internet website includes other items related to corporate governance matters, including, among other things, the Company’s corporate governance principles, charters of the standing committees of the Board of Directors, the code of business conduct and ethics applicable to all employees, officers and directors, the Dodd-Frank clawback policy and insider trading policy.
In addition, the Company’s website includes other items related to corporate governance matters, including, among other things, the Company’s corporate governance principles, charters of the standing committees of the Board of Directors, the code of business conduct and ethics applicable to all employees, officers and directors, the Dodd-Frank clawback policy and insider trading policy.
AVAILABLE INFORMATION The Company’s corporate offices are located at Harborside 3, 210 Hudson Street, Suite 400, Jersey City, New Jersey 07311, and its telephone number is (732) 590-1010. The Company’s internet website is www.verisresidential.com.
AVAILABLE INFORMATION The Company’s corporate offices are located at Harborside 3, 210 Hudson Street, Suite 400, Jersey City, New Jersey 07311, and its telephone number is (732) 590-1010. The Company’s website is www.verisresidential.com.
Climate Resilience As a long-term owner and active manager of real estate assets in operation and under development, the Company recognizes that climate change is no longer just a potential threat but today’s reality.
As a long-term owner and active manager of real estate assets in operation and under development, the Company recognizes that climate change is no longer just a potential threat but today’s reality.
When coupled with our commitment to providing premium resident services, such as concierges and professionally-curated events, the Company seeks to offer a multifamily experience that will maximize resident satisfaction and optimize rental revenue. The Company’s multifamily properties have an average age of seven years, typically requiring lower maintenance capital expenditures than a more mature portfolio.
When coupled with our commitment to providing premium resident services, such as concierges and professionally-curated events, the Company seeks to offer a multifamily experience that will maximize resident satisfaction and optimize rental revenue. The Company’s multifamily properties have an average age of eight years, typically requiring lower maintenance capital expenditures than a more mature portfolio.
The Company expects to generate internal growth through organic optimization of its existing portfolio by recycling capital from non-strategic asset dispositions into debt repayments, value-add redevelopments, share buybacks, new developments, and acquisitions. These investments will convert low- to no-yielding 5 Table of Contents assets into cash-flowing, high quality assets with strong growth prospects.
The Company expects to generate internal growth through organic optimization of its existing portfolio by recycling capital from non-strategic asset dispositions into debt repayments, value-add redevelopments, share buybacks, new developments, and acquisitions. These investments will convert low- to no-yielding assets into cash-flowing, high quality assets with strong growth prospects.
In connection with the ownership of real estate, we could potentially be liable for environmental liabilities or costs associated with our real estate, whether currently owned, acquired in the future, or owned in the past. The risks related to government regulation, including health, safety and environmental matters, are described in more detail in Item 1A. Risk Factors – Operating Risks.
In connection with the ownership of real estate, we could potentially be liable for environmental liabilities or costs associated with our real estate, whether currently owned, acquired in the future, or owned in the past. The risks related to government regulation, including health, safety and environmental matters, are described in more detail in Item 1A.
In addition, various federal, state, and local laws subject real estate owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present. 7 Table of Contents These materials may include lead-based paint, asbestos, polychlorinated biphenyls, and petroleum-based fuels.
In addition, various federal, state, and local laws subject real estate owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present. These materials may include lead-based paint, asbestos, polychlorinated biphenyls, and petroleum-based fuels.
The Company’s dedicated in-house team initiates and applies sustainable practices throughout all aspects of its business including property operations and resident experience. The Company’s multifamily portfolio has environmental considerations – particularly focused on energy consumption, water consumption and greenhouse gas emissions – integrated into many existing properties.
The Company’s dedicated in-house team initiates and applies sustainable practices throughout its business, including property operations and resident experience. The Company’s multifamily portfolio has environmental considerations – particularly focused on energy consumption, water consumption and greenhouse gas emissions – integrated into many existing properties.
The Company has extensive experience acquiring residential assets nationally as well as in its core focus area of the Northeast, and has the capabilities to generate additional value by acquiring assets through 1031 programs, issuing OP Units, and recycling capital through dispositions of non-strategic assets.
The Company has extensive experience acquiring residential assets nationally as well as in its core focus area of the Northeast, 5 Table of Contents and has the capabilities to generate additional value by acquiring assets through 1031 programs, issuing OP Units, and recycling capital through dispositions of non-strategic assets.
Copies of these documents may be obtained, free of charge, from our internet website. Any shareholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Veris Residential, Inc. Investor Relations Department, Harborside 3, 210 Hudson St., Ste. 400, Jersey City, NJ 07311 or to investorrelations@verisresidential.com.
Copies of these documents may be obtained, free of charge, from our website. Any shareholder also may obtain copies of these documents, free of charge, by sending a 8 Table of Contents request in writing to: Veris Residential, Inc. Investor Relations Department, Harborside 3, 210 Hudson St., Ste. 400, Jersey City, NJ 07311 or to investorrelations@verisresidential.com.
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 91.4 percent and 90.7 percent common unit interest in the Operating Partnership as of December 31, 2023 and 2022, respectively.
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 91.5 percent and 91.4 percent common unit interest in the Operating Partnership as of December 31, 2024 and 2023, respectively.
The Company seeks to own a portfolio comprised primarily of Class A multifamily properties with premium amenities and offerings that reflect our commitment to sustainability. This includes facilities such as clubrooms and lounges, state-of-the-art fitness centers, dog parks and rooftop swimming pools, as well as sustainability-driven features like electric vehicle (EV) charging stations, bee hives, hydroponic gardens and green roofs.
THE COMPANY The Company seeks to own a portfolio comprised primarily of Class A multifamily properties with premium amenities and offerings, including facilities such as clubrooms and lounges, state-of-the-art fitness centers, dog parks and rooftop swimming pools, as well as sustainability-driven features like electric vehicle (EV) charging stations, bee hives, hydroponic gardens and green roofs.
When considering acquisitions, the Company may seek opportunities that improve the geographic diversity, asset quality, and product offering of its portfolio. Sustainability Strategy The Company aims to conduct its business, development, and operations of new and existing buildings in a manner that contributes to positive environmental, social and economic outcomes for all its stakeholders.
When considering acquisitions, the Company may seek opportunities that improve the geographic diversity, asset quality, and product offering of its portfolio. Environmental Risk Management & Energy Resilience The Company aims to conduct its business, development and operations of new and existing buildings in a manner that contributes to positive environmental, social and economic outcomes for all its stakeholders.
The Company publishes an annual ESG Report that is aligned with the Global Reporting Initiative reporting framework and United Nations Sustainable Development Goals, and includes the Company’s strategy, key performance indicators, annual like-for-like comparisons, and year-over-year achievements.
The Company publishes an annual report covering its ESG initiatives, which is aligned with the Global Reporting Initiative reporting framework and United Nations Sustainable Development Goals. The report includes the Company’s strategy, key performance indicators, annual like-for-like comparisons and year-over-year achievements.
The Company has also invested in energy-saving technology, such as those for irrigation, lighting, and HVAC to positively impact resident experience and asset value over the long-term. As a result of these efforts 80% of our multifamily portfolio is green certified (LEED®, ENERGY STAR® or equivalent).
The Company has also invested in energy-saving technology, such as those for irrigation, lighting and HVAC, to positively impact resident experience and asset value over the long-term. As a result of these efforts, 79% of our managed multifamily communities are green certified (LEED®, ENERGY STAR® or equivalent).
Responsibility for assessing and managing these climate-related risks and initiatives is owned by every team throughout the Company, with oversight by the management team's ESG Task Force and the Board's Nominating, Environmental, Social and Governance Committee.
Responsibility for assessing and managing these climate-related risks and initiatives is owned by every team throughout the Company, with oversight by a cross-functional task force comprised of management and the Board's Nominating, Environmental, Social and Governance Committee.
The Company’s efforts led to the achievement of WELL® Health-Safety rating across all of its managed locations. A significant part of the Company’s commitment to sustainable development and operations is its commitment to transparent reporting of ESG performance indicators, as it recognizes the importance of this information to investors, lenders, and other stakeholders.
The Company’s efforts led to the achievement of WELL® Health-Safety rating across all of its managed locations. A significant part of the Company’s commitment to environmental, social and governance (“ESG”) is its commitment to transparent reporting of corporate responsibility performance indicators, as it recognizes the importance of this information to investors, lenders, and other stakeholders.
The Properties are comprised of: (a) 21 wholly-owned or Company-controlled properties, comprised of 17 multifamily properties and four non-core assets, and (b) eight properties owned by unconsolidated joint ventures in which the Company has investment interests, including seven multifamily properties and one non-core asset. The Properties are located in three states in the Northeast, plus the District of Columbia.
The Properties are comprised of: (a) 19 wholly-owned or Company-controlled properties, comprised of 16 multifamily properties and three non-core assets, and (b) six multifamily properties owned by unconsolidated joint ventures in which the Company has investment interests. The Properties are located in three states in the Northeast, plus the District of Columbia.
As of December 31, 2023, the Company owned or had interests in 24 multifamily rental properties as well as non-strategic assets comprised of one office property and four parking/retail properties, plus developable land (collectively, the "Properties").
As of December 31, 2024, the Company owned or had interests in 22 multifamily rental properties, as well as non-strategic assets comprised of three parking/retail properties, plus developable land (collectively, the "Properties").
The Company’s competitive offerings help its employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals. The Company is also committed to ensuring that these benefits are attainable and affordable to its employees by limiting health insurance premiums and providing life insurance and short-term and long-term disability insurance at no cost to the employee.
The Company is also committed to ensuring that these benefits are attainable and affordable to its employees by limiting health insurance premiums and providing life insurance and short-term and long-term disability insurance at no cost to the employee.
Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments. SIGNIFICANT TENANTS As of December 31, 2023, no tenant accounted for more than 10 percent of the Company’s consolidated revenues.
Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments. SIGNIFICANT RESIDENTS AND TENANTS As of December 31, 2024, no resident or tenant accounted for more than 10 percent of the Company’s consolidated revenues. RECENT DEVELOPMENTS During 2024, the Company completed its multi-year transformation to a pure play multifamily REIT.
INDUSTRY SEGMENTS The Company operates in two industry segments: (i) multifamily real estate and services and (ii) commercial and other real estate. As of December 31, 2023, the Company does not have any foreign revenues and its business is not seasonal.
Risk Factors – Operating Risks. 7 Table of Contents INDUSTRY SEGMENTS The Company operates in the multifamily real estate and services industry. As of December 31, 2024, the Company does not have any foreign revenues and its business is not seasonal.
The Company is a signatory of the CEO Action for Diversity & Inclusion Pledge and the UN Women 6 Table of Contents Empowerment Principles and is included in the Bloomberg GEI index since 2023. Currently, five of the nine members (or 56 percent) of the Company’s Board of Directors are female and/or racially diverse.
Such efforts have included establishing employee affinity groups and introducing company wide diversity training. The Company is a signatory of the CEO Action for Diversity & Inclusion Pledge and the UN Women Empowerment Principles. Currently, five of the nine members (or 56 percent) of the Company’s Board of Directors are female and/or racially diverse.
More information regarding the Company’s human capital policies, programs and initiatives is available in the "ESG" tab under the “Investors” section of its public website and the Company’s ESG Report. Information contained on or accessed through the Company’s website is not considered part of this Annual Report nor any registration statement that incorporates this Annual Report by reference.
More information regarding the Company’s human capital policies, programs and initiatives is available in the "Governance tab under the “Investors” section of its public website and the Company’s report covering its ESG initiatives.
Workforce diversity as of December 31, 2023 (excluding three employees that did non self-identify): • 56 percent of the Company’s employees identified as male, 43 percent as female and below one percent as non-binary • 52 percent of the Company’s employees were persons of color or other minority groups, down from 53 percent a year earlier.
Workforce diversity as of December 31, 2024 (excluding three employees that did non self-identify): • 58 percent of the Company’s employees identified as male, 41 percent as female and below one percent as non-binary • 52 percent of the Company’s employees were persons of color or other minority groups, consistent with 52 percent a year earlier. 6 Table of Contents Employee Incentives The Company strives to provide career opportunities in an energized, inclusive, and collaborative environment tailored to retain, attract and reward highly performing employees.
Since 2022 the Company has met its target validated by the Science Based Target initiative to reduce its like-for-like Scope 1 and 2 greenhouse gas emissions by 50%. HUMAN CAPITAL RESOURCES As of December 31, 2023, the Company had approximately 197 employees, and 30% of its employees have been with the Company for at least 10 years.
Compared to 2019, the Company met its target validated by the Science Based Target initiative to reduce its like-for-like Scope 1 and 2 greenhouse gas emissions by 54% in 2022, with further reduction by 12% in 2023.
As of December 31, 2023, 99.9% of the Company's total debt portfolio (consolidated and unconsolidated) was hedged or fixed at a weighted average interest rate of 4.5%. The debt portfolio has a weighted average maturity of 3.7 years.
The Company utilized the proceeds from its disposition activities to repay, along with proceeds from the new senior secured term loan and revolving credit facility, $526 million of mortgages maturing throughout 2024. As of December 31, 2024, 99.9% of the Company's total debt portfolio (consolidated and unconsolidated) was hedged or fixed at a weighted average interest rate of 4.95%.
For more information on the Properties, refer to Item 2. THE COMPANY During 2023, the Company substantially completed its multi-year transformation to a pure-play multifamily REIT.
For more information on the Properties, refer to Item 2.
COMPETITION We face competition from other real estate companies to acquire, develop and manage multifamily properties.
Information contained on or accessed through the Company’s website is not considered part of this Annual Report nor any registration statement that incorporates this Annual Report by reference. COMPETITION We face competition from other real estate companies to acquire, develop and manage multifamily properties.
The Company embraces the diverse and all-inclusive communities it serves and has taken focused efforts to support employees. Such efforts have included establishing employee affinity groups and introducing company wide diversity training.
HUMAN CAPITAL RESOURCES As of December 31, 2024, the Company had approximately 188 employees, and 26 percent of its employees have been with the Company for at least 10 years. The Company embraces the diverse and all-inclusive communities it serves and has taken focused efforts to support employees.
Employee Incentives The Company strives to provide career opportunities in an energized, inclusive, and collaborative environment tailored to retain, attract and reward highly performing employees. The Company provides a comprehensive benefits package intended to meet and exceed the needs of its employees and their families.
The Company provides a comprehensive benefits package intended to meet and exceed the needs of its employees and their families. The Company’s competitive offerings help its employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals.
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As part of this strategic initiative, the Company sought to unlock shareholder value by simplifying its business, strengthening its balance sheet, enhancing its operational platform and aligning the Company with its corporate values and the sustainability-conscious lifestyle preferences of its residents.
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The Company also announced a three-prong strategy to value creation: Capital Allocation : Initiatives focused on generating cash flow and maximizing shareholder value, including selling assets with little or no cash flow (such as land parcels) and then redeploying proceeds realized from such activities into uses which result in greater cash flow such as debt repayment or capital improvements.
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RECENT DEVELOPMENTS In 2023, the Company accomplished a number of important milestones in substantially completing its transformation to a pure play multifamily REIT.
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Balance Sheet Optimization: Initiatives focused on reducing total indebtedness over time to improve the Company's cost of capital. Platform Optimization: Initiatives focused on operational performance through platform and portfolio enhancements including technological improvements, centralized back-office functions and streamlining processes.
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The Company continued to streamline the portfolio by disposing of non-strategic office and hotel assets and selectively culling the land portfolio to right-size the Company’s equity allocated to its development pipeline and speculative land bank by: • Closing on the sale of the Port Imperial Hotels, resulting in the Company's full exit from the hotel segment • Consummating the sale of Harborside 1, 2, & 3 for an aggregate price of $420 million, releasing approximately $360 million of net proceeds. • Sold over $700 million of non-strategic assets since the beginning of 2023, comprised of eight properties and four land parcels.
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The Company sold its last office asset and also continued selectively cull the land portfolio to right-size the Company’s equity allocated to its development pipeline and speculative land bank.
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As of February 21, 2024, approximately $139 million of non-strategic assets are under binding contract for sale, including our last office property, Harborside 5. The Company also thoughtfully redeployed proceeds from its disposition activities, strengthened its balance sheet, and enhanced its portfolio by: • Negotiating the early redemption of Rockpoint's interest in VRT for $520 million.
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Notable activities include: • Closing on the sale of the Company's last office property, Harborside 5 for $85 million, releasing approximately $82 million of net proceeds. • Sold over $230 million of non-strategic assets since the beginning of 2024. • As of February 18, 2025, approximately $45 million of land parcels are under binding contract for sale.
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Refer to Note 14: Redeemable Noncontrolling Interests for more details and defined terms. • Entering into a $115 million term loan and $60 million revolving credit facility. The full proceeds of the term loan and $52 million of the revolving credit facility were drawn in July 2023 to fund the early redemption of Rockpoint's interest in VRT.
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The debt portfolio has a weighted average maturity of 3.1 years.
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The full balances were repaid as of December 31, 2023 using proceeds from non-strategic sales, cash flow from operations, and proceeds from the refinancing of Haus25. • Refinancing the Haus25 construction loan well ahead of its December 2024 maturity at an interest rate of 5.46%, realizing a 124 basis point coupon saving relative to the prior construction loan while improving the term and distribution of the Company's overall debt maturity profile.
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The Company continued to further enhance its ESG and operational platform by earning a 5-Star rating from GRESB (the highest rating offered for distinguished ESG leadership and performance) for the third year in a row, and earning the Company the designation of Regional Sector Leader for Residential-listed companies in the Americas.
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The Company continued to further enhance its ESG and operational platform by: • Ending the year with over 80 percent of the Company’s wholly-owned multifamily portfolio Green Certified (LEED®, ENERGY STAR®, or equivalent), up from 43 percent at the end of 2022. • Exceeding its goal to reduce Scope 1 and 2 emissions by 50 percent by 2030, validated by the Science Based Targets initiative, and reducing like-for-like emissions by 54 percent compared to the 2019 baseline. • Surpassing its goal of reducing energy consumption by 20 percent by 2030 well ahead of schedule, cutting consumption by 24 percent over the last three years. 8 Table of Contents • Earning a 5-Star ESG rating from GRESB (the highest rating offered for distinguished ESG leadership and performance) for the second year in a row. • Expanding disclosure with respect to Scope 3 emissions, covering more than 90 percent of our operational carbon footprint in our 2022 ESG Report. • Reaching its target of sustainability addenda in more than 99 percent of residential leases. • Continuing its focus on resident satisfaction and experience, translating into an 83.16 J Turner ORA Ranking as of December 2023, compared to a national average of 63.63.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we fail to meet the expectations of investors, customers, regulators, and other stakeholders; our initiatives are not executed as planned; or we do not achieve our goals, our reputation and financial results could be adversely impacted.
Biggest changeSome investors use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to ESG are inadequate or objectionable. 12 Table of Contents If we are unsuccessful or perceived to be unsuccessful in the achievement of our ESG initiatives or goals, if we are criticized for the scope of our initiatives or goals, if we fail to meet the expectations of investors, customers, regulators, and other stakeholders, if our initiatives are not executed as planned, or we do not achieve our goals, our reputation and financial results could be adversely impacted.
If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following: • we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multifamily residential properties and development opportunities in particular; • prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense; • we may be subject to an event of default pursuant to covenants for our indebtedness; 15 Table of Contents • if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and • foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the IRS Code.
If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following: • we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multifamily residential properties and development opportunities in particular; • prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense; • we may be subject to an event of default pursuant to covenants for our indebtedness; 14 Table of Contents • if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and • foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the IRS Code.
Our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions: • our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense; • reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; • the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; • reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and 14 Table of Contents • one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
Our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions: • our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense; • reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; • the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; • reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and • one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
Additionally, inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and suppliers.
Additionally, inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete development and redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and suppliers.
These investments involve risks that do not exist with properties in which we own a controlling interest with respect to the 13 Table of Contents underlying assets, including the possibility that (i)our co-venturers or partners may control the joint venture and we may not be able to prevent them from taking certain actions; (ii) we may have limited rights to terminate or liquidate our investment; (iii) the distribution preferences of our co-venturers or partners may limit operating, liquidating and disposition distributions to us; (iv) our co-venturers or partners may, at any time, become insolvent or otherwise refuse to make capital contributions when due, (v) we may be responsible to our co-venturers or partners for indemnifiable losses, (vi) we may become liable with respect to guarantees of payment or performance by the joint ventures, (vii) we may become subject to buy-sell arrangements which could cause us to sell our interests or acquire our co-venturer’s or partner’s interests in a joint venture, or (viii) our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives.
These investments involve risks that do not exist with properties in which we own a controlling interest with respect to the underlying assets, including the possibility that (i)our co-venturers or partners may control the joint venture and we may not be able to prevent them from taking certain actions; (ii) we may have limited rights to terminate or liquidate our investment; (iii) the distribution preferences of our co-venturers or partners may limit operating, liquidating and disposition distributions to us; (iv) our co-venturers or partners may, at any time, become insolvent or otherwise refuse to make capital contributions when due, (v) we may be responsible to our co-venturers or partners for indemnifiable losses, (vi) we may become liable with respect to guarantees of payment or performance by the joint ventures, (vii) we may become subject to buy-sell arrangements which could cause us to sell our interests or acquire our co-venturer’s or partner’s interests in a joint venture, or (viii) our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives.
Maryland Business Combination Act : The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in 18 Table of Contents circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met.
Maryland Business Combination Act : The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in 17 Table of Contents circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met.
Our multifamily leases are for an average term of 13 months, which we believe mitigates our exposure to inflation, by permitting us to set rents commensurate with inflation (subject to rent regulations to the extent they apply and assuming our current or prospective residents will accept and can pay commensurate increased rents, of which there can be no assurance).
Our multifamily leases are for an average term of 14 months, which we believe mitigates our exposure to inflation, by permitting us to set rents commensurate with inflation (subject to rent regulations to the extent they apply and assuming our current or prospective residents will accept and can pay commensurate increased rents, of which there can be no assurance).
The General Partner has, in its corporate governance principles, adopted a mandatory retirement age of 80 years for directors.
The General Partner has, in its corporate governance principles, adopted a mandatory retirement age of 80 years old for directors.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions, 20 Table of Contents and there can be no assurance that our actions, security measures, and controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of business information; or to limit the negative impact from such attacks can provide absolute security against a cybersecurity incident.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions, and there can be no assurance that our actions, security measures, and controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of business information; or to limit the negative impact from such attacks can provide absolute security against a cybersecurity incident.
Our acquisition activities and their success are subject to the following risks: • adequate financing to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets; • even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs; and • any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied.
Our acquisition activities and their success are subject to the following risks: 11 Table of Contents • adequate financing or capital to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets; • even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs; and • any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied.
Although the General Partner currently intends to continue to operate in a manner which will 19 Table of Contents enable it to continue to qualify as a real estate investment trust under the IRS Code, it is possible that future economic, market, legal, tax or other considerations may cause its Board of Directors to revoke the election for the General Partner's to qualify as a real estate investment trust.
Although the General Partner currently intends to continue to operate in a manner which will enable it to continue to qualify as a real estate investment trust under the IRS Code, it is possible that future economic, market, legal, tax or other considerations may cause its Board of Directors to revoke the election for the General Partner's to qualify as a real estate investment trust.
Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property.
Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our 10 Table of Contents operations, delay revenue and result in large expenses to repair or rebuild the property.
Americans with Disabilities Act compliance could be costly : Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could involve removal of structural barriers from certain 12 Table of Contents disabled persons’ entrances.
Americans with Disabilities Act compliance could be costly : Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could involve removal of structural barriers from certain disabled persons’ entrances.
It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control.
It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic 13 Table of Contents uncertainty resulting from events outside of our control.
To the extent climate change causes changes in weather patterns or severity, our markets could experience increase in storm intensity (including floods, tornadoes, hurricanes, or snow and ice storms), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water.
To the extent climate change causes changes in weather patterns or severity, our markets could experience increase in storm intensity (including floods, tornadoes, hurricanes, or snow and ice storms), rising sea-levels, and changes in precipitation, temperature, air 19 Table of Contents quality, and quality and availability of water.
We expect to refinance projects purchased with short-term debt either with long-term indebtedness or equity financing depending upon the economic conditions at the time of refinancing. However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and unsecured indebtedness.
We expect to refinance projects purchased with short-term debt either with long-term indebtedness, proceeds from property sales or equity financing depending upon the economic conditions at the time of refinancing. However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and unsecured indebtedness.
Such events or conditions could include: • an oversupply of or reduced demand for multifamily properties caused by a decline in household formation or employment, a lack of employment growth or otherwise; • corporate restructurings and/or layoffs, and industry slowdowns; • decreases in the demand for services or amenities, the convenience and attractiveness of the communities or neighborhoods in which our multifamily rental properties are located or the quality of local schools; • development by competitors of competing multifamily communities; • the inability or unwillingness of residents to pay rent or rent increases; • changes in the financial condition of Fannie Mae or Freddie Mac which provide a major source of financing to the multifamily rental sector; • rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multifamily rents to offset increases in operating costs; • our inability to provide adequate maintenance; • increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents; • changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance; • civil unrest, earthquakes, pandemics, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.
Such events or conditions could include: • an oversupply of or reduced demand for multifamily properties caused by a decline in household formation or employment, a lack of employment growth or otherwise; • corporate restructurings and/or layoffs, and industry slowdowns; • decreases in the demand for services or amenities, the convenience and attractiveness of the communities or neighborhoods in which our multifamily rental properties are located or the quality of local schools; • development by competitors of competing multifamily communities; • the inability or unwillingness of residents to pay rent or rent increases; • rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multifamily rents to offset increases in operating costs; • our inability to provide adequate maintenance; • increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents; • changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance; • civil unrest, earthquakes, pandemics, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.
Other tax liabilities : Even if the General Partner qualifies as a real estate investment trust under the IRS Code, its subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes.
Other tax liabilities : Even if the General Partner qualifies as a real estate investment trust under the IRS Code, it is subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes.
Generally, we will not have the ability to control the daily operations of the entity, and we will not have the ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations.
Generally, we will not have the ability to control the daily operations of the entity, and we will not have the 15 Table of Contents ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations.
If the General Partner’s ownership interest in the Operating Partnership were to drop below 85 percent as the result of future issuances of partnership units, then the General Partner’s inability to take any of the foregoing actions without the consent of some of the limited partners could have a material adverse effect on the Company’s ability to complete any of those transactions and negatively impact the Company’s business and operations. 17 Table of Contents INVESTMENT RISKS Certain provisions of Maryland law and the General Partner’s charter and bylaws could hinder, delay or prevent changes in control.
If the General Partner’s ownership interest in the Operating Partnership were to drop below 85 percent as the result of future issuances of partnership units, then the General Partner’s inability to take any of the foregoing actions without the consent of some of the limited partners could have a material adverse effect on the Company’s ability to complete any of those transactions and negatively impact the Company’s business and operations. 16 Table of Contents RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE Certain provisions of Maryland law and the General Partner’s charter and bylaws could hinder, delay or prevent changes in control.
The Company refers to itself as “Veris,” “we” or “our” in the following risk factors. OPERATING RISKS Our performance is subject to risks associated with the operation of multifamily properties.
The Company refers to itself as “Veris,” “we” or “our” in the following risk factors. 9 Table of Contents OPERATING RISKS Our performance is subject to risks associated with the operation of multifamily properties.
Higher acquisition and construction costs could adversely impact our net investments in real estate and expected yields on our development and redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. Our commercial leases have fixed rent increases which may not increase in line with inflation, this causing our net operating income to decrease.
Higher land acquisition and construction costs could adversely impact our net investments in real estate and expected yields on our development and redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. Our commercial leases have fixed rent increases which may not increase in line with inflation, thereby reducing our net operating income.
Such competition may adversely affect our ability to make distributions or payments to our investors by: • reducing the number of suitable investment opportunities offered to us; • increasing the bargaining power of property owners; • interfering with our ability to attract and retain tenants; and • adversely affecting our ability to minimize expenses of operation.
Such competition may adversely affect our ability to make distributions or payments to our investors by: • reducing the number of suitable investment opportunities offered to us; • increasing the bargaining power of property owners; and • adversely affecting our ability to minimize expenses of operation.
If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the sales price of that investment may not be recouped or may exceed the amount of our investment.
If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the amount of that investment may not be recouped if the sale price does not exceed the amount of our investment.
Our degree of leverage could adversely affect our cash flow : We fund acquisition opportunities and development partially through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales and undistributed cash.
Our degree of leverage could adversely affect our cash flow : We may fund acquisition opportunities and development partially through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales, follow-on equity offerings and undistributed cash.
Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors: • financing for development projects may not be available on favorable terms; • long-term financing may not be available upon completion of construction; • failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs; and • failure to rent the development at all or at rent levels originally contemplated.
Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors: • financing for development projects may not be available on favorable terms; • long-term financing may not be available upon completion of construction; • failure to complete construction and lease-up on schedule or within budget; and • failure to rent the development at anticipated occupancy levels or at rent levels originally contemplated.
If the General Partner’s bylaws are amended to repeal or limit the exemption from the Maryland Control Share Acquisition Act, it may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating a change in control. Changes in market conditions could adversely affect the market price of the Company’s common stock.
If the General Partner’s bylaws are amended to repeal or limit the exemption from the Maryland Control Share Acquisition Act, it may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating a change in control.
Variable rate debt creates higher debt service requirements if market interest rates increase. Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.
We may incur additional indebtedness in the future that bears interest at variable rates. Variable rate debt creates higher debt service requirements if market interest rates increase. Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.
If the General Partner fails to qualify as a real estate investment trust in any taxable year, it will be subject to the following: • it will not be allowed a deduction for dividends paid to shareholders; • it will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and • unless it is entitled to relief under certain statutory provisions, it will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which was disqualified.
Because few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, the General Partner cannot assure you that it will qualify as a real estate investment trust for any taxable year. 18 Table of Contents If the General Partner fails to qualify as a real estate investment trust in any taxable year, it will be subject to the following: • it will not be allowed a deduction for dividends paid to shareholders; • it will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and • unless it is entitled to relief under certain statutory provisions, it will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which was disqualified.
We face general market and operational risks associated with the real estate industry. Our insurance coverage on our properties may be inadequate or our insurance providers may default on their obligations to pay claims : We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood.
Our insurance coverage on our properties may be inadequate or our insurance providers may default on their obligations to pay claims : We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood.
The prohibition in the Internal Revenue Code of 1986, as 11 Table of Contents amended (the “IRS Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property.
The prohibition in the Internal Revenue Code of 1986, as amended (the “IRS Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property. The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.
Rising interest rates may adversely affect our cash flow : As of December 31, 2023, we have no outstanding borrowings under our revolving credit facility and approximately $304.5 million of our hedged mortgage indebtedness bears interest at variable rates. We may incur additional indebtedness in the future that bears interest at variable rates.
Rising interest rates may adversely affect our cash flow : As of December 31, 2024, we have $200 million of outstanding borrowings under the Term Loan and $152 million of outstanding borrowings under the Revolving Credit Facility, and approximately $241.5 million of our mortgage indebtedness bears interest at variable rates, of which we have hedged $591.5 million.
The terms of the Operating Partnership’s Agreement of Limited Partnership may limit our ability to take certain actions without the consent of some of the limited partners. As of February 15, 2024, the General Partner owned approximately 91.4 percent of the Operating Partnership’s outstanding common partnership units.
We do not have key man life insurance for our key personnel. The terms of the Operating Partnership’s Agreement of Limited Partnership may limit our ability to take certain actions without the consent of some of the limited partners. As of February 18, 2025, the General Partner owned approximately 91.5 percent of the Operating Partnership’s outstanding common partnership units.
As with other publicly traded equity securities, the value of the Company's common stock depends on various market conditions, which may change from time to time. The market price of the Company's common stock could change in ways that may or may not be related to our business, the Company's industry or our operating performance and financial condition.
The market price of the Company's common stock could change in ways that may or may not be related to our business, the Company's industry or our operating performance and financial condition.
In addition, mezzanine loans typically have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. 16 Table of Contents We may in the future make preferred equity investments in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of directly or indirectly acquiring, developing or managing real property.
We may in the future make preferred equity investments in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of directly or indirectly acquiring, developing or managing real property.
We have communicated certain initiatives and goals regarding ESG matters in our 2022 ESG Report on our website, and we may communicate revised or additional initiatives or goals in the future.
Environmental, Social and Governance factors may impose additional costs and/or expose us to new risks : We have communicated certain initiatives and goals regarding ESG matters in our 2023 ESG Update on our website, and we may communicate revised or additional initiatives or goals in the future.
Debt financing could adversely affect our economic performance. Scheduled debt payments and refinancing could adversely affect our financial condition : We are subject to the risks normally associated with debt financing.
Debt financing could adversely affect our economic performance. Scheduled debt payments and refinancing could adversely affect our financial condition : We are subject to the risks normally associated with debt financing, including without limitation current and future indebtedness in the form of secured and unsecured revolving credit facilities, term loan facilities and mortgages.
Additionally, there is increased attention on these matters by various regulatory authorities, including the SEC, and the expense and activities necessary to comply with new regulations or standards may be significant. Third-party providers of corporate responsibility ratings and reports on companies have also increased in number, resulting in varied, and in some cases, inconsistent standards.
Additionally, there is increased attention on matters of ESG by various regulatory authorities, including the SEC, and the expense and activities necessary to comply with certain regulations or standards, or to decommission prior initiatives in order to comply with new regulations or standards, may be significant.
The regulations and criteria for assessing corporate responsibility practices are evolving, which could result in our undertaking costly initiatives and activities to meet any new regulations or criteria.
The regulations and criteria for assessing ESG practices are evolving, which could result in our undertaking costly initiatives and activities to meet any new regulations or criteria. Third-party providers of ESG ratings and reports on companies have also increased in number, resulting in varied, and in some cases, inconsistent standards.
Our operating costs, however, do not necessarily fluctuate in relation to changes in our rental revenue. This means that our costs will not necessarily decline even if our revenues do. Our operating costs also could increase while our revenues do not.
This means that our costs will not necessarily decline even if our revenues do. Our operating costs also could increase while our revenues do not. If our operating costs increase significantly to the point that they exceed our rental revenues, we may be forced to borrow to cover our costs and we may incur losses.
These include expenses for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance. Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changes in the fair value of our properties. We also have ground lease expenses in certain of our properties.
Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changes in the fair value of our properties.
As of December 31, 2023, we had total outstanding indebtedness of $1.9 billion, comprised of no outstanding borrowings under our revolving credit facility and approximately $1.9 billion of mortgages, loans payable and other obligations. We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.
We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.
The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors. Some of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs, are subject to inflation : A portion of our operating expenses is sensitive to inflation.
Some of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs, are subject to inflation : A portion of our operating expenses is sensitive to inflation. These include expenses for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance.
Short-term leases expose us to the effects of declining market rents : Our multifamily leases are for an average term of 13 months.
Short-term leases expose us to the effects of declining market rents : Our multifamily leases are for an average term of 14 months. Because these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents sooner than leases with longer terms.
If our operating costs increase significantly to the point that they exceed our rental revenues, we may be forced to borrow to cover our costs and we may incur losses. Such losses may adversely affect our ability to make distributions or payments to our investors. We face risks associated with the operation of our commercial office properties.
Such losses may adversely affect our ability to make distributions or payments to our investors. We face general market and operational risks associated with the real estate industry.
Because these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms. 10 Table of Contents We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue : We earn a significant portion of our income from renting our multifamily properties.
We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue : The majority of our income is derived from renting our multifamily properties. Our operating costs, however, do not necessarily fluctuate in relation to changes in our rental revenue.
Removed
Financially distressed commercial office tenants may be unable to pay rent : If a commercial office tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord and protecting our investments.
Added
Our publication of ESG-related policies and report covering our ESG initiatives may result in increased investor, media, employee and other stakeholder attention to such initiatives. Certain investors, customers, regulators and other stakeholders have focused more on ESG including without limitation climate change, human capital, diversity, equity and inclusion, human and civil rights, sustainability and risk oversight.
Removed
If a tenant files for bankruptcy, we cannot evict the tenant solely because of the bankruptcy and a potential court judgment rejecting and terminating such tenant’s lease (which would subject all future unpaid rent to a statutory cap) could adversely affect our ability to make distributions or payments to our investors as we may be unable to replace the defaulting tenant with a new tenant at a comparable rental rate without incurring significant expenses or a reduction in rental income.
Added
It is possible that some stakeholders may not be satisfied with our ESG practices or initiatives or the speed with which we are implementing our initiatives. Conversely, it is possible that some stakeholders may be opposed to the implementation of such initiatives at all.
Removed
Renewing commercial office leases or re-letting commercial office space could be costly : If a commercial office tenant does not renew its lease upon expiration or terminates its lease early, we may not be able to re-lease the space on favorable terms or at all.
Added
Anti-ESG sentiment has gained some momentum across the United States, with the federal government and several states having enacted or proposed "anti-ESG" executive orders, policies or legislation, or issued related legal opinions.
Removed
If a tenant does renew its lease or we re-lease the space, the terms of the renewal or new lease, including the cost of required renovations or concessions to the tenant, may be less favorable than the current lease terms, which could adversely affect our ability to make distributions or payments to our investors.
Added
The fact that different stakeholder groups may have divergent views on ESG matters increases the risk that any action or lack thereof with respect to such matters may be perceived negatively by at least some stakeholders and adversely impact our reputation and business.
Removed
We may not be able to dispose of remaining non-core assets within our anticipated timeframe or at favorable prices : The Company has determined to sell over time properties deemed non-core assets.
Added
As of December 31, 2024, we had total outstanding indebtedness of $1.7 billion, comprised of $200 million of outstanding borrowings under the Term Loan and $152 million of outstanding borrowings under the Revolving Credit Facility and approximately $1.3 billion of mortgages, loans payable and other obligations.
Removed
While we intend to dispose of these properties opportunistically over time, there can be no assurance that these dispositions will be completed during the period of our strategic initiative.
Added
In addition, mezzanine loans typically have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.
Removed
In addition, market conditions will impact our ability to dispose of these properties, and there can be no assurance that we will be successful in disposing of these properties for their estimated sales prices.
Added
Changes in market conditions could adversely affect the market price of the Company's common stock. As with other publicly traded equity securities, the value of the Company's common stock depends on various market conditions, which may change from time to time.
Removed
A failure to dispose of these properties for their estimated market values as planned, or unfavorable tax consequences of the disposition of these properties could have a material adverse effect on our ability to finance our acquisition and development plans and could adversely affect our ability to make distributions or payments to our investors.
Removed
Ground lease costs are contractual, but in some cases, lease payments reset every few years based on changes of consumer price indexes.
Removed
Environmental, Social and Governance factors may impose additional costs and/or expose us to new risks : Certain investors, customers, regulators and other stakeholders have focused more on corporate responsibility, specifically related to environmental, social and governance (“ESG”) factors.
Removed
Some investors use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to ESG are inadequate or objectionable.
Removed
Additionally, if we are unable to or elect not to satisfy any new regulation or criteria, or do not meet the criteria of a specific third-party provider, some investors may conclude our policies with respect to ESG are inadequate, and we may face reputational damage.
Removed
We could be unsuccessful or perceived to be unsuccessful in the achievement of our ESG initiatives or goals, or we could be criticized for the scope of our initiatives or goals.
Removed
Our performance is subject to risks associated with the anticipated completion of our repositioning of the Company’s portfolio from diversified asset classes to exclusively multifamily rental properties.
Removed
Repositioning the Company’s office portfolio may result in less than expected returns on office properties and could adversely affect our ability to make distributions or payments to our investors : There can be no assurance that the Company, as it seeks to complete the repositioning of a portion of its portfolio from office to the multifamily rental sector, will be able to sell office properties and purchase multifamily rental properties at prices that in the aggregate are profitable for the Company or are efficient uses of its capital or that would not result in a reduction of the Company’s cash flow, and such transactions could adversely affect our ability to make distributions or payments to our investors.
Removed
Because real estate investments are relatively illiquid, it also may be difficult for the Company to promptly sell its office properties that are held or may be designated for sale promptly or on favorable terms, which could have a material adverse effect on the Company’s financial condition.
Removed
Moreover, as the Company seeks to complete the repositioning of a portion of its portfolio from office to the multifamily rental sector, the Company may be subject to a Federal income tax on gain from sales of properties due to limitations in the IRS Code and related regulations on a real estate investment trust’s ability to sell properties.
Removed
The Company intends to structure its property dispositions in a tax-efficient manner and avoid the prohibition in the IRS Code against a real estate investment trust holding properties for sale. There is no guaranty, however, that such dispositions can be achieved without the imposition of federal income tax on any gain recognized.
Removed
Due to this cross-collateralization, a failure or default with respect to certain debt instruments or properties could have an adverse impact on us or our properties that are subject to the cross-collateralization under the applicable debt instrument.
Removed
The Board of Directors could alter or eliminate its current policy on borrowing at any time at its discretion.
Removed
If this policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our cash flow and our ability to make distributions or payments to our investors and/or could cause an increased risk of default on our obligations.
Removed
We do not have key man life insurance for our key personnel. In addition, as the Company seeks to complete the repositioning of a portion of its portfolio from office to the multifamily rental sector, the Company may become increasingly dependent on non-executive personnel with residential development and leasing expertise to effectively execute the Company’s long-term strategy.
Removed
Because few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, the General Partner cannot assure you that it will qualify as a real estate investment trust for any taxable year.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+1 added−0 removed12 unchanged
Biggest changeDepending upon the nature of the services and the sensitivity of the data that a third-party service provider processes, the Company’s vendor management procedures including reviewing the cybersecurity procedures, imposing contractual requirements, and conducting periodic reassessments as needed. The Company seeks to further enhance this review to expand the scope and depth of this analysis.
Biggest changeThe Company seeks to engage reliable, reputable service providers. Depending upon the nature of the services and the sensitivity of the data that a third-party service provider processes, the Company’s vendor management procedures including reviewing the cybersecurity procedures, imposing contractual requirements, and conducting periodic reassessments as needed.
The Company has implemented or is in the process of continuously evaluating, testing and updating various information security processes and policies designed to identify, assess and manage material risks from cybersecurity threats to the Company’s critical computer networks, third-party hosted services, communications systems, hardware and software, and critical data, including confidential information that is proprietary, strategic or competitive in nature, as well as any personally identifiable information related to the Company’s residents’ and employees’ personal data.
The Company has implemented or is in the process of continuously evaluating, testing and updating various information security processes, policies and protective technologies designed to identify, assess and manage material risks from cybersecurity threats to the Company’s critical computer networks, third-party hosted services, communications systems, hardware and software, and critical data, including confidential information that is proprietary, strategic or competitive in nature, as well as any personally identifiable information related to the Company’s residents’ and employees’ personal data.
The Cyber ERM is responsible for implementing a rapid response and incident program in the event of an identified cybersecurity threat and is responsible for reporting all incidents to the Audit Committee and Board of Directors in the case of any cybersecurity incident to enable the Audit Committee and Board of Directors to assess the materiality of any such incident and determine any Exchange Act reporting obligations of the Company in connection therewith. 22 Table of Contents
The Cyber ERM is responsible for implementing a rapid response and incident program in the event of an identified cybersecurity threat and is responsible for reporting all incidents to the Audit Committee and Board of Directors in the case of any cybersecurity incident to enable the Audit Committee and Board of Directors to assess the materiality of any such incident and determine any Exchange Act reporting obligations of the Company in connection therewith. 21 Table of Contents
During the year ended December 31, 2023, the Company began utilizing the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), to assess and report to the Company’s executive management and Board of Directors on the current maturity of operational and procedural controls for securing and safeguarding the Company’s information technology assets.
During the year ended December 31, 2024, the Company utilized the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), to assess and report to the Company’s executive management and Board of Directors on the current maturity of operational and procedural controls for securing and safeguarding the Company’s information technology assets.
In 2023, the Company expanded its team by adding a full-time Chief Information Security Officer (CISO), reporting directly to the Chief Operating Officer, responsible for managing the internal and 21 Table of Contents external cybersecurity resources.
In 2023, the Company expanded its team by adding a full-time Chief Information Security Officer (CISO), reporting directly to the Chief Operating Officer, responsible for managing the internal and external cybersecurity resources.
The Company will continue to utilize the NIST CSF to evaluate its cybersecurity controls. In addition to the NIST CSF, the Company also completed third-party technical testing of its information technology systems architecture. To operate its business, the Company engages certain third-party vendors to perform a variety of functions. The Company seeks to engage reliable, reputable service providers.
The Company will continue to utilize the NIST CSF to evaluate its cybersecurity controls. In addition to the NIST CSF, the Company also completed third-party technical testing of its information technology systems architecture. 20 Table of Contents To operate its business, the Company engages certain third-party vendors to perform a variety of functions.
As a result of these factors, the Company has adopted a strategic multi-year cybersecurity plan. This plan is not meant to be all encompassing as the cybersecurity landscape shifts and evolves, and the Company is continually assessing its risks and the evolving cybersecurity threat landscape.
This plan is not meant to be all encompassing as the cybersecurity landscape shifts and evolves, and the Company is continually assessing its risks and the evolving cybersecurity threat landscape.
Added
The Company seeks to further enhance this review to expand the scope and depth of this analysis. As a result of these factors, the Company has adopted a strategic multi-year cybersecurity plan.

Item 2. Properties

Properties — owned and leased real estate

6 edited+1 added−7 removed1 unchanged
Biggest changeThe Company’s unconsolidated interests range from 20 percent to 85 percent subject to specified priority allocations in certain of the joint ventures. 24 Table of Contents Unconsolidated Joint Ventures - Multifamily Properties Property Location Year Built Ownership Percentage Apartment Units % Occupied 12/31/23 (%) 2023 Average Revenue Per Home ($) (b) NEW JERSEY WATERFRONT Urby at Harborside Jersey City, NJ 2017 85.00% 762 92.3 3,844 RiverTrace at Port Imperial West New York, NJ 2014 22.50% 316 95.6 3,641 The Capstone at Port Imperial West New York, NJ 2021 40.00% 360 95.0 4,272 Total New Jersey Waterfront Multifamily Properties 1,438 93.7 3,907 OTHER Riverpark at Harrison Harrison, NJ 2014 45.00% 141 92.2 2,746 The Metropolitan at 40 Park Morristown, NJ 2010 25.00% 130 95.4 3,577 Metropolitan Lofts Morristown, NJ 2018 50.00% 59 94.4 3,591 Station House Washington, DC 2015 50.00% 378 92.1 2,529 Total Other Multifamily Properties 708 92.9 2,853 TOTAL MULTIFAMILY PROPERTIES 2,146 93.4 3,559 Unconsolidated Joint Ventures - Retail Properties Property Location Year Built Ownership Percentage Net Rentable Area (Retail SF) % Leased 12/31/23 (%) (a) 2023 Total Rental Revenue ($000’s) (f) Shops at 40 Park Morristown, NJ 2010 25.00% 50,973 69.0 1,369 TOTAL RETAIL PROPERTIES 50,973 69.0 1,369 Unconsolidated Joint Ventures - Developable Land Property Location Ownership Percentage Potential Units PI North - Land West New York, NJ 20.00% 829 TOTAL DEVELOPABLE LAND 829 Footnotes to Property List (dollars in thousands, except per square foot amounts): (a) Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future.
Biggest changeFt. % Leased 12/31/24 (%) (b) 2024 Total Rental Revenue ($000’s) (c) Port Imperial South - Garage Weehawken, NJ 2013 (d) n/a 3,659 Port Imperial South - Retail Weehawken, NJ 2013 18,064 92.0 745 Port Imperial North - Garage Weehawken, NJ 2016 (d) n/a 1,069 Port Imperial North - Retail Weehawken, NJ 2016 8,400 100.0 102 Riverwalk at Port Imperial West New York, NJ 2008 29,923 80.0 1,149 TOTAL RETAIL/GARAGE PROPERTIES 56,387 86.8 6,724 22 Table of Contents Developable Land Property Location Ownership Percentage Potential Units NEW JERSEY WATERFRONT Plaza 8 Jersey City, NJ 100% 680 Plaza 9 Jersey City, NJ 100% 597 PI South - Building 2 Weehawken, NJ 50% 245 Total New Jersey Waterfront Developable Land 1,522 MASSACHUSETTS Overlook Site 15 Revere, MA 100% 310 Overlook Site 1 (Retail) Revere, MA 100% (d) Overlook Site 13 Malden, MA 100% 307 Overlook Site 14 (Retail) Malden, MA 100% (e) Overlook Site 14 Malden, MA 100% 120 Total Massachusetts Developable Land 737 OTHER Wall Land Wall Township, NJ 100% 228 Short Hills (Hotel) Short Hills, NJ 100% 160 keys 1633 Littleton (Office) Parsippany, NJ 100% (f) 65 Livingston Roseland, NJ 100% 252 1 Water Street White Plains, NY 100% 299 Total Other Developable Land 939 TOTAL DEVELOPABLE LAND 3,198 Unconsolidated Joint Venture Properties Unconsolidated Joint Ventures - Multifamily Properties Property Location Year Built Ownership Percentage Apartment Units % Occupied 12/31/24 (%) 2024 Average Revenue Per Home ($) (a) NEW JERSEY WATERFRONT Urby Harborside Jersey City, NJ 2017 85.00% 762 94.4 4,135 RiverTrace West New York, NJ 2014 22.50% 316 94.0 3,812 Capstone West New York, NJ 2021 40.00% 360 95.3 4,451 Total New Jersey Waterfront Multifamily Properties 1,438 94.5 4,143 OTHER Riverpark at Harrison Harrison, NJ 2014 45.00% 141 95.0 2,907 Metropolitan at 40 Park Morristown, NJ 2010 25.00% 130 93.8 3,722 Station House Washington, DC 2015 50.00% 378 91.5 2,933 Total Other Multifamily Properties 649 92.8 3,085 TOTAL MULTIFAMILY PROPERTIES 2,087 94.0 3,814 Unconsolidated Joint Ventures - Developable Land Property Location Ownership Percentage Potential Units PI North - Land West New York, NJ 20.00% 829 TOTAL DEVELOPABLE LAND 829 (a) Average Revenue per Home is calculated as total apartment revenue for the year divided by the average percent occupied for the year, divided by the number of apartments. 23 Table of Contents (b) Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future.
For leases whose rent commences after January 1, 2024, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
For leases whose rent commences after January 1, 2025, annualized base rental revenue is based on the first full month’s billing. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(h) Property is approved for office zoning consisting of 5.19 acres. 25 Table of Contents OCCUPANCY The following table sets forth the year-end occupancy of the Company’s Consolidated Multifamily Portfolio for the last five years: December 31, Percent Occupied (%) 2023 94.8 2022 94.4 2021 96.4 2020 85.4 2019 92.1 MARKET DIVERSIFICATION The following table lists the Company’s markets, based on annualized contractual base rent of the Company's Consolidated Multifamily Portfolio: Market Annualized Base Rental Revenue ($ in thousands) (a) (b) Percentage Of Annualized Base Rental Revenue (%) New Jersey Waterfront 174,822 72.2 Massachusetts 37,768 15.6 Other 29,500 12.2 Totals 242,090 100.0 (a) Annualized base rental revenue is based on actual December 2023 billings times 12.
OCCUPANCY The following table sets forth the year-end occupancy of the Company’s Consolidated Multifamily Portfolio for the last five years: December 31, Percent Occupied (%) 2024 93.7 2023 94.8 2022 94.4 2021 96.4 2020 85.4 MARKET DIVERSIFICATION The following table lists the Company’s markets, based on annualized contractual base rent of the Company's Consolidated Multifamily Portfolio: Market Annualized Base Rental Revenue ($ in thousands) (a) (b) Percentage Of Annualized Base Rental Revenue (%) New Jersey Waterfront 176,514 72.2 Massachusetts 38,664 15.8 Other 29,303 12.0 Totals 244,481 100.0 (a) Annualized base rental revenue is based on annualizing actual December 2024 billings.
Multifamily Properties Property Location Year Built Apartment Units % Occupied 12/31/23 (%) 2023 Average Revenue Per Home ($) (b) NEW JERSEY WATERFRONT Haus25 Jersey City, NJ 2022 750 94.1 4,396 Liberty Towers Jersey City, NJ 2003 648 93.2 4,058 BLVD 401 Jersey City, NJ 2016 311 97.4 4,025 BLVD 425 Jersey City, NJ 2003 412 95.6 3,921 BLVD 475 S Jersey City, NJ 2011 280 96.8 3,853 BLVD 475 N Jersey City, NJ 2011 243 96.3 4,200 Soho Lofts Jersey City, NJ 2017 377 94.4 4,557 RiverHouse 9 at Port Imperial Weehawken, NJ 2021 313 96.2 4,064 RiverHouse 11 at Port Imperial Weehawken, NJ 2018 295 94.6 4,044 Total New Jersey Waterfront Multifamily 3,629 95.0 4,154 MASSACHUSETTS Portside at East Pier East Boston, MA 2015 181 94.9 3,132 Portside 2 at East Pier East Boston, MA 2018 296 96.2 3,243 145 Front at City Square Worcester, MA 2018 365 92.9 2,601 The Emery at Overlook Ridge Revere, MA 2020 326 92.3 2,684 Total Massachusetts Multifamily 1,168 93.9 2,869 OTHER The Upton Short Hills, NJ 2021 193 91.7 4,693 The James Park Ridge, NJ 2021 240 96.3 2,947 Signature Place Morris Plains, NJ 2018 197 97.5 3,110 Quarry Place at Tuckahoe Eastchester, NY 2016 108 93.5 4,203 Total Other Multifamily 738 95.0 3,631 TOTAL MULTIFAMILY PROPERTIES 5,535 94.8 3,813 Office Properties Property Location Year Built Net Rentable Area (SF) % Leased 12/31/23 (%) (a) 2023 Base Rent ($000’s) (c) 2023 Average Base Rent Per Sq.
Consolidated Properties Multifamily Properties Property Location Year Built Apartment Units % Occupied 12/31/24 (%) 2024 Average Revenue Per Home ($) (a) NEW JERSEY WATERFRONT Haus25 Jersey City, NJ 2022 750 96.0 4,892 Liberty Towers Jersey City, NJ 2003 648 83.8 4,244 BLVD 401 Jersey City, NJ 2016 311 96.5 4,233 BLVD 425 Jersey City, NJ 2003 412 95.6 4,092 BLVD 475 Jersey City, NJ 2011 523 94.4 4,157 Soho Lofts Jersey City, NJ 2017 377 95.8 4,805 RiverHouse 9 at Port Imperial Weehawken, NJ 2021 313 94.9 4,356 RiverHouse 11 at Port Imperial Weehawken, NJ 2018 295 96.3 4,376 Total New Jersey Waterfront Multifamily 3,629 93.5 4,426 MASSACHUSETTS Portside at East Pier East Boston, MA 2015 180 97.1 3,237 Portside 2 at East Pier East Boston, MA 2018 296 93.8 3,399 145 Front at City Square Worcester, MA 2018 365 93.4 2,514 The Emery at Overlook Ridge Revere, MA 2020 326 92.6 2,809 Total Massachusetts Multifamily 1,167 93.9 2,932 OTHER The Upton Short Hills, NJ 2021 193 92.2 4,547 The James Park Ridge, NJ 2021 240 95.8 3,114 Signature Place Morris Plains, NJ 2018 197 95.4 3,220 Quarry Place at Tuckahoe Eastchester, NY 2016 108 96.3 4,422 Total Other Multifamily 738 94.8 3,708 TOTAL MULTIFAMILY PROPERTIES 5,534 93.7 4,015 Retail/Garage Properties Property Location Year Built Rentable Sq.
ITEM 2. PROPERTIES PROPERTY LIST Consolidated Properties As of December 31, 2023, the Company’s Consolidated Properties consisted of 17 multifamily properties, four in-service commercial properties, and several developable land parcels. The Consolidated Properties are located in the Northeast. The Consolidated Properties contain a total of approximately 5,535 apartment units and 1.0 million square feet of commercial space.
ITEM 2. PROPERTIES PROPERTY LIST As of December 31, 2024, the Company's properties consisted of 22 multifamily rental properties (consolidated and unconsolidated), three parking/retail properties, and several developable land parcels. The properties are located in the Northeast and Washington D.C. The properties contain a total of 7,681 apartment units and approximately 56 thousand square feet of retail space.
(g) The Company has an additional 13,775 square feet of potential retail space within land developments that is not represented in this table.
(e) The Company has an additional 34,375 square feet of potential retail space within land developments that is not represented in this table. (f) Property is approved for office zoning consisting of 5.19 acres.
Removed
Ft. ($) (c) (d) 2023 Average Effective Rent Per Sq. Ft.
Added
(c) Total Rental Revenue for the year ended December 31, 2024 is calculated by adding base rents, escalations and recoveries from tenants, and parking income. (d) Port Imperial South - Garage and Port Imperial North - Garage include approximately 850 and 686 parking spaces, respectively.
Removed
($) (c) (e) Harborside Plaza 5 Jersey City, NJ 2002 977,225 34.6 17,027 45.93 49.23 TOTAL OFFICE PROPERTIES 977,225 34.6 17,027 45.93 49.23 23 Table of Contents Retail/Garage Properties Property Location Year Built Net Rentable Area (Retail SF) % Leased 12/31/23 (%) (a) 2023 Total Rental Revenue ($000’s) (f) 100 Avenue at Port Imperial Weehawken, NJ 2016 8,400 100.0 4,431 500 Avenue at Port Imperial Weehawken, NJ 2013 18,064 100.0 1,767 Riverwalk at Port Imperial West New York, NJ 2008 30,426 59.2 1,102 TOTAL RETAIL/GARAGE PROPERTIES 56,890 78.1 7,300 Developable Land Property Location Ownership Percentage Potential Units NEW JERSEY WATERFRONT 107 Morgan Jersey City, NJ 100% 783 Plaza 8 Jersey City, NJ 100% 680 Plaza 9 Jersey City, NJ 100% 597 PI South - Building 2 Weehawken, NJ 50% 245 Total New Jersey Waterfront Developable Land 2,305 MASSACHUSETTS Overlook Site 15 Revere, MA 100% 310 Overlook Site 1 (Retail) Revere, MA 100% (g) Overlook Site 13 Malden, MA 100% 307 Overlook Site 14 (Retail) Malden, MA 100% (g) Overlook Site 14 (Hotel) Malden, MA 100% 112 Overlook Site 14 Malden, MA 100% 120 Total Massachusetts Developable Land 849 OTHER Wall Land Wall Township, NJ 100% 228 Short Hills (Hotel) Short Hills, NJ 100% 160 keys 1633 Littleton Parsippany, NJ 100% (h) 65 Livingston Roseland, NJ 100% 252 6 Becker Farm / 85 Livingston Roseland, NJ 100% 439 1 Water Street White Plains, NY 100% 299 Total Other Developable Land 1,378 TOTAL DEVELOPABLE LAND 4,532 Unconsolidated Joint Venture Properties As of December 31, 2023, the Company’s Unconsolidated Joint Venture Properties consisted of seven multifamily rental properties, an in-service commercial property, and a developable land parcel.
Removed
The Unconsolidated Joint Venture Properties are located in the Northeast and Washington, D.C. The Unconsolidated Joint Venture Properties contain a total of approximately 2,146 apartment units and 51.0 thousand square feet of commercial space.
Removed
(b) Average Revenue per Home is calculated as total apartment revenue for the year divided by the average percent occupied for the year, divided by the number of apartments. (c) Total base rent for the year ended December 31, 2023, determined in accordance with generally accepted accounting principles (“GAAP”).
Removed
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.
Removed
For the year ended December 31, 2023, total escalations and recoveries from tenants were: $3.3 million, or $8.89 per leased square foot, for office properties. (d) Base rent for the year ended December 31, 2023 divided by net rentable commercial square feet leased at December 31, 2023.
Removed
(e) Total base rent, determined in accordance with GAAP, for 2023 minus 2023 amortization of tenant improvements, leasing commissions and other concessions and costs, determined in accordance with GAAP, divided by net rentable square feet leased at December 31, 2023. (f) Total Rental Revenue for the year ended December 31, 2023 is calculated by adding base rent and parking income.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−5 removed1 unchanged
Biggest changeGRAPH The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”).
Biggest changeOn July 3, 2024, the General Partner filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the General Partner was in compliance with all of the listing standards of the NYSE. 24 Table of Contents GRAPH The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”).
The graph assumes that the value of the investment in the General Partner's Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2018 and that all dividends were reinvested. The price of the General Partner's Common Stock on December 31, 2018 (on which the graph is based) was $19.59.
The graph assumes that the value of the investment in the General Partner's Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2019 and that all dividends were reinvested. The price of the General Partner's Common Stock on December 31, 2019 (on which the graph is based) was $23.13.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION The shares of the General Partner's common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “VRE.” The Company's common stock previously traded on the NYSE under the symbol "CLI" prior to its name change.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION The shares of the General Partner's common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “VRE.” There is no established public trading market for the Operating Partnership's common units.
The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors of the General Partner in light of conditions then existing, including the Company’s earnings, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions and general overall economic conditions and other factors.
Comparison of Five-Year Cumulative Total Return DIVIDENDS AND DISTRIBUTIONS The Board of Directors considers a variety of factors when setting the Company's dividends 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.
The Company has determined that the total distribution of $0.05 per common share paid during the year ended December 31, 2023 represented 100% return of capital distributions. 27 Table of Contents HOLDERS On February 15, 2024, the General Partner had 218 common shareholders of record (this does not include beneficial owners for whom Cede & Co. or others act as nominee) and the Operating Partnership had 69 owners of limited partnership units and one owner of General Partnership Units.
HOLDERS On February 18, 2025, the General Partner had 190 common shareholders of record (this does not include beneficial owners for whom Cede & Co. or others act as nominee) and the Operating Partnership had 65 owners of limited partnership units and one owner of General Partnership Units.
Removed
There is no established public trading market for the Operating Partnership's common units. 26 Table of Contents On August 8, 2023, the General Partner filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the General Partner was in compliance with all of the listing standards of the NYSE.
Added
Additional details of recent dividends declared are described in Note 2: Significant Accounting Policies – Dividends and Distributions Payable - to the Consolidated Financial Statements.
Removed
Comparison of Five-Year Cumulative Total Return DIVIDENDS AND DISTRIBUTIONS As a result of the Company substantially completing its transformation to a pure-play multifamily REIT, as well as the Company’s current estimates of taxable income, the Board of Directors of the General Partner (the "Board of Directors") reinstated a quarterly dividend beginning with the third quarter of 2023.
Added
RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES (a) COMMON STOCK During the three months ended December 31, 2024, the Company issued 11,123 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.
Removed
On December 18, 2023, the Company declared a $0.0525 distribution per common share to be payable on January 10, 2024 to shareholders of record as of the close of business on December 29, 2023. At December 31, 2023, the balance of the distributions payable was $5.5 million.
Added
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.. (b) Not applicable 25 Table of Contents (c) Not applicable
Removed
The $0.0525 distribution per common share will be reported to shareholders for the year ending December 31, 2024. On July 24, 2023, the Company declared a $0.05 distribution per common share with a payment date of October 10, 2023, to shareholders of record as of the close of business on September 30, 2023.
Removed
RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

35 edited+12 added−32 removed25 unchanged
Biggest changeCapitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. 29 Table of Contents Results From Operations The following comparisons for the year ended December 31, 2023 (“2023”), as compared to the year ended December 31, 2022 (“2022”), and for 2022 as compared to the year ended December 31, 2021 (“2021”) make reference to the following: (i) “Same-Store Properties,” which represent all in-service properties owned by the Company at December 31, 2021, (for the 2023 versus 2022 comparisons), and which represent all in-service properties owned by the Company at December 31, 2020 (for the 2022 versus 2021 comparisons), excluding properties sold, disposed of, removed from service, or being redeveloped or repositioned from January 1, 2021 through December 31, 2023; (ii) “Acquired and Developed Properties,” which represent all properties acquired by the Company or commencing initial operation from January 1, 2022 through December 31, 2023 (for the 2023 versus 2022 comparisons), and which represents all properties acquired by the Company or commencing initial operations from January 1, 2021 through December 31, 2022 (for the 2022 versus 2021 comparisons); and (iii) “Properties Sold” which represent properties sold, disposed of, or removed from service (including properties being redeveloped or repositioned) by the Company from January 1, 2021 through December 31, 2023. 30 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Years Ended December 31, Dollar Change Percent Change (dollars in thousands) 2023 2022 Revenue from rental operations and other: Revenue from leases $ 252,144 $ 206,052 $ 46,092 22.4 % Parking income 18,036 15,819 2,217 14.0 Other income 5,811 7,996 (2,185) (27.3) Total revenues from rental operations 275,991 229,867 46,124 20.1 Property expenses: Real estate taxes $ 40,810 39,112 1,698 4.3 Utilities 9,922 8,921 1,001 11.2 Operating services 57,925 52,797 5,128 9.7 Total property expenses 108,657 100,830 7,827 7.8 Non-property revenues: Real estate services 3,868 3,581 287 8.0 Total non-property revenues 3,868 3,581 287 8.0 Non-property expenses: Real estate services expenses 14,188 10,549 3,639 34.5 General and administrative 44,472 56,014 (11,542) (20.6) Transaction-related costs 7,627 3,468 4,159 119.9 Depreciation and amortization 93,589 85,434 8,155 9.5 Property impairments 32,516 — 32,516 100.0 Land and other impairments, net 9,324 9,368 (44) (0.5) Total non-property expenses 201,716 164,833 36,883 22.4 Operating loss (30,514) (32,215) 1,701 (5.3) Other (expense) income: Interest expense (89,355) (66,381) (22,974) 34.6 Interest cost of mandatorily redeemable noncontrolling interests (49,782) — (49,782) 100.0 Interest and other investment income (loss) 5,515 729 4,786 656.5 Equity in earnings (loss) of unconsolidated joint ventures 3,102 1,200 1,902 158.5 Gain on disposition of developable land 7,068 57,262 (50,194) (87.7) Loss from extinguishment of debt, net (5,606) (129) (5,477) 4,245.7 Other income, net 2,871 — 2,871 100.0 Total other (expense) income (126,187) (7,319) (118,868) 1624.1 Loss from continuing operations before income tax expenses (156,701) (39,534) (117,167) 296.4 Provision for income taxes (492) — (492) 100.0 Loss from continuing operations after income tax (157,193) (39,534) (117,659) 297.6 Discontinued operations: Income (Loss) from discontinued operations 3,150 (64,704) 67,854 (104.9) Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net 41,682 69,353 (27,671) (39.9) Total discontinued operations 44,832 4,649 40,183 864.3 Net loss $ (112,361) $ (34,885) $ (77,476) 222.1 % 31 Table of Contents The following is a summary of the changes in revenue from rental operations and other, and property expenses, in 2023 as compared to 2022 divided into Same-Store Properties, Acquired and Developed Properties and Properties Sold in 2022 and 2023 (excluding properties classified as discontinued operations): Total Company Same-Store Properties Acquired and Developed Properties Properties Sold in 2022 and 2023 ( dollars in thousands ) Dollar Change Percent Change Dollar Change Percent Change Dollar Change Percent Change Dollar Change Percent Change Revenue from rental operations and other: Revenue from leases $ 46,092 22.4 % $ 18,523 9.8 % $ 27,569 164.7 % $ — — % Parking income 2,217 14.0 1,404 9.1 813 211.7 — — Other income (2,185) (27.3) (2,320) (30.0) 135 50.9 — — Total $ 46,124 20.1 % $ 17,607 8.3 % $ 28,517 164.0 % $ — — % Property expenses: Real estate taxes $ 1,698 4.3 % $ (1,050) (2.8) % $ 2,748 181.7 % $ — — % Utilities 1,001 11.2 383 4.7 618 84.5 — — Operating services 5,128 9.7 82 0.2 5,046 127.2 — — Total $ 7,827 7.8 % $ (585) (0.6) % $ 8,412 135.5 % $ — — % OTHER DATA: Number of Consolidated Properties 21 19 2 — Commercial Square feet (in thousands) 1,034 1,034 — — Multifamily portfolio (number of units) 5,535 4,545 990 — Revenue from leases.
Biggest changeCapitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. 26 Results From Operations: Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Years Ended December 31, Dollar Change Percent Change (dollars in thousands) 2024 2023 Revenue from rental operations and other: Revenue from leases $ 245,690 $ 235,117 $ 10,573 4.5 % Parking income 15,463 15,498 (35) (0.2) Other income 6,583 5,812 771 13.3 Total revenues from rental operations 267,736 256,427 11,309 4.4 Property expenses: Real estate taxes 37,424 34,687 2,737 7.9 Utilities 8,151 7,700 451 5.9 Operating services 48,239 50,769 (2,530) (5.0) Total property expenses 93,814 93,156 658 0.7 Non-property revenues: Management fees 3,338 3,868 (530) (13.7) Total non-property revenues 3,338 3,868 (530) (13.7) Non-property expenses: Property management 17,247 14,188 3,059 21.6 General and administrative 39,059 44,443 (5,384) (12.1) Transaction-related costs 1,565 7,627 (6,062) (79.5) Depreciation and amortization 82,774 86,235 (3,461) (4.0) Land and other impairments, net 2,619 9,324 (6,705) (71.9) Total non-property expenses 143,264 161,817 (18,553) (11.5) Operating income (loss) 33,996 5,322 28,674 538.8 Other (expense) income: Interest expense (87,976) (89,355) 1,379 (1.5) Interest cost of mandatorily redeemable noncontrolling interests — (49,782) 49,782 (100.0) Interest and other investment income (loss) 2,366 5,515 (3,149) (57.1) Equity in earnings (loss) of unconsolidated joint ventures 3,934 3,102 832 26.8 Gain (loss) on disposition of developable land 11,515 7,068 4,447 62.9 Gain (loss) on sale from unconsolidated joint ventures 6,946 — 6,946 100.0 Gain (loss) from extinguishment of debt, net (777) (5,606) 4,829 (86.1) Other income (loss), net (701) 2,871 (3,572) (124.4) Total other (expense) income (64,693) (126,187) 61,494 (48.7) Income (loss) from continuing operations before income tax expenses (30,697) (120,865) 90,168 (74.6) Provision for income taxes (276) (492) 216 (43.9) Income (loss) from continuing operations after income tax (30,973) (121,357) 90,384 (74.5) Discontinued operations: Income (Loss) from discontinued operations 862 (32,686) 33,548 (102.6) Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net 3,447 41,682 (38,235) (91.7) Total discontinued operations 4,309 8,996 (4,687) (52.1) Net income (loss) $ (26,664) $ (112,361) $ 85,697 (76.3) % 27 Revenue from leases.
Critical Accounting Policies and Estimates Our significant accounting policies are described in Note 2: Significant Accounting Policies – to the Consolidated Financial Statements. Certain of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements.
Critical Accounting Policies and Estimates Our significant accounting policies are described in Note 2: Significant Accounting Policies – to the Financial Statements. Certain of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements.
(c) Includes $49.8 million of interest cost related to the mandatorily redeemable noncontrolling interests for the year ended December 31, 2023, respectively.
(c) Includes $49.8 million of interest cost related to the mandatorily redeemable noncontrolling interests for the year ended December 31, 2023.
REIT Distribution Requirements To maintain its qualification as a REIT under the IRS Code, the General Partner must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without regard to the dividends paid deduction and by excluding net capital gains.
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.
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.
If the fair value of the assets, less estimated costs 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.
To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the 28 Table of Contents 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.
To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period.
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.
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 generally accepted accounting principles "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 General Partner and the Operating Partnership also have an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the General Partner and debt securities of the Operating Partnership, under which no securities have been sold as of February 15, 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 December 31, 2024.
Excludes non-real estate-related depreciation and amortization of $1.0 million, $1.3 million and $1.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Excludes non-real estate-related depreciation and amortization of $0.8 million, $1.0 million and $1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Off-Balance Sheet Arrangements Unconsolidated Joint Venture Debt The debt of the Company’s unconsolidated joint ventures generally provides for recourse to the Company for customary matters such as intentional misuse of funds, environmental conditions and material misrepresentations. The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures.
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 may 32 agree to guarantee repayment of a portion of the debt of its unconsolidated joint ventures.
In addition to cash on hand, the primary sources of funds for short-term and long-term liquidity requirements, including working capital, 36 Table of Contents 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.
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; (ii) proceeds from sales of real estate; and (iii) cash flow from operations.
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 February 15, 2024.
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 133,759 shares have been sold, for gross proceeds of $2.1 million, as of December 31, 2024.
In 2023, the Company recognized a gain of $7.1 million on the sale of a developable land parcel in Parsippany-Troy Hills, New Jersey, as well as reversals of estimated accrued expenses from previously sold developable land holdings.
In 2024, the Company recognized a gain of $11.5 million on the sale of several developable land parcels throughout New Jersey. In 2023, the Company recorded a gain of $7.1 million on the sale of a developable land parcel in Parsippany-Troy Hills, New Jersey, as well as reversals of estimated accrued expenses from previously sold developable land holdings.
(b) Net loss available to common shareholders in 2023, 2022 and 2021 included $9.3 million, $9.4 million and $23.7 million, respectively, of land impairment charges and $46.3 million, $94.8 million and $2.1 million, respectively, from a gain on disposition of developable land, which are included in the calculation to arrive at funds from operations as such gains and charges relate to non-depreciable assets.
(b) Net loss available to common shareholders in 2024, 2023 and 2022 included $2.6 million, $9.3 million and $9.4 million, respectively, of land impairment charges and $13.4 million, $46.3 million and $57.3 million, respectively, from a gain on disposition of developable land, which are included in the calculation to arrive at funds from operations as such gains and charges relate to non-depreciable assets.
Cash Flows Cash, cash equivalents and restricted cash increased by $6.9 million to $54.6 million at December 31, 2023, compared to $47.6 million at December 31, 2022. This increase is comprised of the following net cash flow items: (1) $45.5 million provided by operating activities.
Cash Flows Cash, cash equivalents and restricted cash decreased by $30.3 million to $24.3 million at December 31, 2024, compared to $54.6 million at December 31, 2023. This decrease is comprised of the following net cash flow items: (1) $52.3 million provided by operating activities.
As of December 31, 2023, the outstanding balance of such debt totaled $17.2 million of which $1.5 million was guaranteed by the Company. In January 2024, the joint venture repaid the $17.2 million loan. The Company’s off-balance sheet arrangements are further discussed in Note 4: Investments in Unconsolidated Joint Ventures to the Financial Statements.
As of December 31, 2024, there was no outstanding balance of such debt that 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 Consolidated Financial Statements.
(2) $579.7 million provided by investing activities, consisting primarily of the following: (a) $560.0 million received mainly from proceeds of rental properties included in discontinued operations; plus (b) $23.0 million received from proceeds of the sales of rental property in continuing operations; plus (c) $12.1 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures; plus (d) $3.8 million received from proceeds from insurance settlements; plus (e) $1.3 million received from repayments of notes receivables; minus (f) $12.5 million used for additions to rental property and improvements; minus (g) $8.4 million used for the development of rental property, other related costs and deposits; minus (h) $0.8 million used for investment in unconsolidated joint ventures.
(2) $162.1 million provided by investing activities, consisting primarily of the following: (a) $89.0 million received from proceeds of the sales of rental property in continuing operations; (b) $79.1 million received from proceeds of rental properties included in discontinued operations; (c) $12.4 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures; (d) $6.1 million received from proceeds from the sale of investments in unconsolidated joint ventures; (e) $18.4 million used for additions to rental property and improvements and other costs; and (f) $6.1 million used for the development of rental property and other related costs.
Real Estate services expenses include off-site expenses associated with the self-management of the Company's properties as well as operating and personnel expenses for the Company's third-party/joint venture management businesses. Real estate services expenses increased $3.6 million, or 34.5 percent, for 2023 as compared to 2022, due primarily to increased personnel expenses and management activity in multifamily services. General and administrative.
Property management expenses include off-site 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. Property management expenses increased $3.1 million, or 21.6 percent, for 2024 as compared to 2023, due primarily to satisfaction of stay-on award conditions in 2024.
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 39 Table of Contents available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the years ended December 31, 2023, 2022 and 2021 ( in thousands ): Year Ended December 31, 2023 2022 2021 Net loss available to common shareholders $ (107,265) $ (52,066) $ (119,042) Add (deduct): Noncontrolling interests in Operating Partnership (14,267) (5,652) (16,212) Noncontrolling interests in discontinued operations 3,872 378 4,333 Real estate-related depreciation and amortization on continuing operations (a) 103,049 95,103 77,908 Real estate-related depreciation and amortization on discontinued operations 5,335 26,370 43,482 Property impairments on continuing operations 32,516 — — Property impairments on discontinued operations — 94,811 13,467 Impairment of unconsolidated joint venture investment (included in Equity in earnings) — — (1) Discontinued operations: Gain on sale from unconsolidated joint ventures — (7,677) 1,886 Continuing operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net — — (3,023) Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net (2,411) (61,676) (25,552) Funds from operations available to common stock and Operating Partnership unitholders (b) (c) $ 20,829 $ 89,591 $ (22,754) (a) Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interests, of $10.3 million, $10.4 million and $10.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.
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 years ended December 31, 2024, 2023 and 2022 ( in thousands ): Year Ended December 31, 2024 2023 2022 Net income (loss) available to common shareholders $ (23,120) $ (107,265) $ (52,066) Add (deduct): Noncontrolling interests in Operating Partnership (2,531) (11,174) (5,688) Noncontrolling interests in discontinued operations 371 779 414 Real estate-related depreciation and amortization on continuing operations (a) 92,164 95,695 87,572 Real estate-related depreciation and amortization on discontinued operations 635 12,689 33,901 Property impairments on discontinued operations — 32,516 94,811 Continuing operations: (Gain) loss on sale from unconsolidated joint ventures (6,946) — — Discontinued operations: (Gain) loss on sale from unconsolidated joint ventures — — (7,677) Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net (1,548) (2,411) (61,676) Funds from operations available to common stock and Operating Partnership unitholders (b) (c) $ 59,025 $ 20,829 $ 89,591 (a) Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interests, of $10.2 million, $10.3 million and $10.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Real estate services revenue, which is primarily related to management fees and reimbursement of property personnel costs from the Company's third party/ joint ventures management businesses, decreased $6.0 million, or 62.7%, for 2022 as compared to 2021, due primarily to a reduction in third party development and management activity in 2022. 35 Table of Contents Real estate services expenses.
Management fees. Management fee revenue, which is primarily related to management fees and reimbursement of property personnel costs from the Company's third party/joint ventures management businesses, decreased $0.5 million, or 13.7 percent for 2024 as compared to 2023 due primarily to a reduction in reimbursement of personnel costs due to property sales in 2024. Property management.
Land and other impairments . In 2023 and 2022, the Company recorded net $9.3 million and $9.4 million of impairment charges on developable land parcels, respectively. Interest expense. Interest expense increased $23.0 million, or 34.6 percent, for 2023 as compared to 2022.
Depreciation and amortization decreased $3.5 million, or 4.0 percent, for 2024 as compared to 2023, primarily due to lease intangibles acquired in 2022 that were fully amortized prior to 2024. Land and other impairments, net . In 2024 and 2023, the Company recorded net $2.6 million and $9.3 million of impairment charges on developable land parcels, respectively. Interest expense.
During 2023, the Company recognized $49.8 million in interest cost of mandatorily redeemable noncontrolling interests related to the Company's redemption of Rockpoint's interests. Interest and other investment income. Interest and other investment income increased $4.8 million, or 656.5 percent, for 2023 compared to 2022. The increase is primarily related to interest income for sales proceeds deposits.
During 2023, the Company recognized $49.8 million in interest cost of mandatorily redeemable noncontrolling interests related to the Company's redemption of Rockpoint's interests. Interest and other investment income (loss).
(3) $618.3 million used in financing activities, consisting primarily of the following: (a) $535.5 million used for the redemption of redeemable noncontrolling interests; plus (b) $442.1 million used for repayments of mortgages, loans payable and other obligations; plus (c) 17.1 million used for distributions to redeemable noncontrolling interests; plus (d) $16.2 million used for payments of financing costs; plus (e) $5.1 million used for payment of common dividends and distributions; minus (f) $399.6 million received from proceeds from mortgages and loans payable.
(3) $244.6 million used in financing activities, consisting primarily of the following: (a) $535.0 million used for repayments of mortgages, loans payable and other obligations; (b) $24.1 million used for payments of common dividends and distributions; (c) $22.0 million used for repayments of revolving credit facility; (d) $17.3 million used for payments of financing and derivative premium costs; (e) $15.7 million used for the redemption of redeemable noncontrolling interests; (f) $4.0 million used for other financing actives; (g) $2.1 million used for distributions to noncontrolling interests; (h) $0.5 million used for distributions to redeemable noncontrolling interests; (i) $200.0 million received from borrowings from the term loan; (j) $174.0 million received from borrowings from the revolving credit facility; and (k) $1.8 million received from share issuance proceeds, net.
In 2023, the Company recognized a loss of $5.6 million on extinguishment of debt due to the write-off of unamortized deferred financing costs related to the termination of the 2021 Credit Facility, repayment of 2023 Term Loan, and refinancing of the construction loan for one multifamily property located in Jersey City, New Jersey. Other income, net .
In 2023, the Company wrote off $5.6 million of unamortized deferred financing costs related to the termination of the 2021 Credit Facility, repayment of the 2023 Term Loan, and refinancing of the Haus25 mortgage loan. Other income (expense), net.
Debt Maturities Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, 2023 are as follows: Period Scheduled Amortization ($000’s) Principal Maturities ($000’s) Total ($000’s) Weighted Avg.
(b) Excludes $4.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2024. 31 Debt Maturities Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, 2024 are as follows: Period Scheduled Amortization ($000’s) Principal Maturities ($000’s) Total ($000’s) Weighted Avg.
The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors of the General Partner in light of conditions then existing, including the Company's earnings, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions and general overall economic conditions and other factors.
The Board of Directors considers a variety of factors when setting the Company's dividends 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, economic conditions and other 30 factors.
Debt Summary The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2023: Balance ($000’s) % of Total Weighted Average Interest Rate Weighted Average Maturity in Years Fixed Rate & Hedged Secured (a) $ 1,868,983 100.00 % 4.34 % 3.46 Variable Rate Secured Debt — — % — % — Totals/Weighted Average: $ 1,868,983 100.00 % 4.34 % 3.46 Unamortized deferred financing costs (15,086) Total Debt, Net $ 1,853,897 (a) Includes debt with interest rate caps outstanding with a notional amount of $304.5 million.
Debt Summary The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2024: Balance ($000’s) % of Total Weighted Average Interest Rate Weighted Average Maturity in Years Fixed Rate & Hedged Debt, including Term Loan and Revolving Credit Facility (a) $ 1,683,966 99.88 % 5.05 % 2.76 Unhedged portion of Revolving Credit Facility 2,000 0.12 % 7.08 % 2.31 Totals/Weighted Average: $ 1,685,966 100.00 % 5.05 % 2.76 Unamortized deferred financing costs (b) (13,653) Total Debt, Net $ 1,672,313 (a) Includes debt with interest rate caps outstanding with a notional amount of $591.5 million.
Gain on sale from unconsolidated joint ventures. In 2021, the Company recorded a $1.9 million loss for its share on the sale of the joint venture - owned property in Arlington, Virginia and land in Hillsborough, New Jersey. See Note 3: Investment in Rental Property - Dispositions of Unconsolidated Joint Venture – to the Financial Statements.
See Note 3: Investments in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements. Gain (loss) on sale from unconsolidated joint ventures .
Realized gains (losses) and unrealized losses on disposition of rental property, net. The Company had no realized gains (unrealized losses) on disposition of rental property in 2022 and 3.0 million in 2021. See Note 3: Investment in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements. Gain on disposition of developable land.
In 2024 and 2023, the Company recognized realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net, of $3.4 million and $41.7 million, respectively, on these properties. See Note 7: Discontinued Operations to the Financial Statements for additional details.
General and administrative expenses decreased $11.5 million, or 20.6 percent, for 2023 compared to 2022 due to decrease in severance and related costs and cost reductions in 2023, offset by higher stock compensation expense in 2023 as a result of the $2.9 million adjustment in the third quarter of 2023. Transaction related costs.
General and administrative expenses decreased $5.4 million, or 12.1 percent, for 2024 compared to 2023 due to higher stock compensation expenses in 2023, and higher severance and related costs in 2023, partially offset by compensation costs incurred as a result of the satisfaction of stay-on award conditions in 2024. See Note 12: Commitments and Contingencies to the Financial Statements.
Equity in earnings (loss) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures increased $1.9 million or 158.5 percent, for 2023 as compared to 2022, due primarily to higher revenues resulting from lower concessions and higher market rents at various multifamily unconsolidated joint ventures in 2023 as compared to 2022. Gain on disposition of developable land.
Equity in earnings of unconsolidated joint ventures increased $0.8 million or 26.8 percent, for 2024 as compared to 2023, due primarily to the improved operating performance of its unconsolidated joint ventures as a result of higher rental rates, and distributions recorded as equity in earnings. 28 Gain (loss) on disposition of developable land.
Liquidity and Capital Resources Overview Liquidity 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.
Results From Operations: Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 21, 2024. 29 Liquidity and Capital Resources Overview Liquidity 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.
Revenue from leases for the Same-Store Properties increased $18.5 million, or 9.8 percent, for 2023 as compared to 2022, due primarily to an increase in market rental rates and a reduction in concessions at the multifamily rental properties.
Revenue from leases increased $10.6 million, or 4.5 percent, for 2024 as compared to 2023, due primarily to an increase in market rental rates. Other income. Other income increased $0.8 million, or 13.3 percent for 2024 as compared to 2023 due primarily to lease termination fees. Real estate taxes.
In 2022, the Company recorded a gain of $57.3 million on the sale of land holdings in West Windsor, Weehawken, and Jersey City, New Jersey. See Note 3: Investment in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements. Loss from extinguishment of debt, net.
In October 2024, the Company's joint venture sold the Shops at 40 Park retail property for $15.7 million and the Company recorded a loss on the sale of its interest of approximately $0.2 million. See Note 3: Investments in Rental Property – Dispositions of Unconsolidated Joint Venture - to the Financial Statements. Gain (loss) from extinguishment of debt, net.
Real estate taxes on the Same-Store Properties decreased $1.1 million, or 2.8 percent, for 2023 as compared to 2022 due primarily to prior period tax appeal refunds received in 2023 on several properties offset by increased tax rates primarily related to properties located in Jersey City, New Jersey.
Real estate taxes increased $2.7 million, or 7.9 percent, for 2024 as compared to 2023 due primarily to prior period tax appeal refunds received in 2023, increased PILOT taxes based upon higher revenues in 2024, and the accrual of an estimated liability related to reverse real estate tax appeals recorded in 2024. Utilities.
Removed
Revenue from leases at the Acquired and Developed Properties increased $27.6 million, or 164.7 percent, in 2023 as compared to 2022, due to an increase in market rental rates and the commencement of operations at a multifamily property as well as the acquisition of one multifamily property during mid-2022. Parking income.
Added
Utilities increased $0.5 million, or 5.9 percent, for 2024 as compared to 2023 due primarily to higher electric usage. Operating services. Operating services decreased $2.5 million, or 5.0 percent for 2024 as compared to 2023 due primarily to reduced insurance renewal rates in 2024, non-recurring legal expenses recognized and the stock-based compensation expenses adjustment of $0.6 million recorded in 2023.
Removed
Parking income for the Same-Store Properties increased $1.4 million, or 9.1 percent for 2023 as compared to 2022 due primarily to an increase in usage at the parking garages. Other income.
Added
See Note 12: Commitments and Contingencies to the Financial Statements. General and administrative.
Removed
Other income for the Same-Store Properties decreased $2.3 million, or 30.0 percent for 2023 as compared to 2022 due primarily to the return of escrow on a previous transaction and post sales items received in 2022. Real estate taxes.
Added
Transaction-related costs. Transaction costs decreased $6.1 million, or 79.5 percent. In 2023, the Company recorded transaction-related costs primarily associated with the purchase of the Rockpoint interest. In 2024, the Company recorded transaction-related costs primarily related to the sale of the former Office Portfolio and the withdrawal of its public offering of common stock. Depreciation and amortization.
Removed
Real estate taxes at the Acquired and Developed Properties increased $2.7 million, or 181.7 percent, in 2023 as compared to 2022, due to the commencement of operations at a multifamily property as well as the acquisition of one multifamily property during mid-2022. Utilities. Utilities for the Same-Store Properties remained relatively unchanged. Operating services.
Added
Interest expense decreased $1.4 million, or 1.5 percent, for 2024 as compared to 2023. The decrease is primarily due to lower interest expense as a result of the payoff of various mortgage loans in 2024, partially offset by interest expense incurred on the 2024 Credit Facility. Interest cost of mandatorily redeemable noncontrolling interests.
Removed
Operating services for the Same-Store properties remained relatively unchanged. Operating services expenses at the Acquired and Developed Properties increased $5.0 million, or 127.2 percent, in 2023 as compared to 2022, due to the commencement of operations at a multifamily property as well as the acquisition of one multifamily property during mid-2022. 32 Table of Contents Real estate services revenue.
Added
Interest and other investment income decreased $3.1 million, or 57.1 percent, for 2024 compared to 2023, primarily related to interest income earned on higher cash balances from sales proceeds received in 2023. Equity in earnings (loss) of unconsolidated joint ventures.
Removed
Real estate services revenue, which is primarily related to management fees and reimbursement of property personnel costs from the Company's third party/ joint ventures management businesses, remained relatively unchanged. Real estate services expenses.
Added
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.
Removed
The Company incurred costs of $7.6 million in 2023 primarily associated with the purchase of Rockpoint's interests (See Note 14: Redeemable Noncontrolling Interests - Rockpoint Transactions – to the Financial Statements), and $3.5 million in 2022 in connection with transactions that were not consummated. Depreciation and amortization.
Added
During 2024, the Company wrote off unamortized deferred financing costs of $0.8 million relating to the early payoff of the Soho Lofts and 145 Front Street mortgage loans.
Removed
Depreciation and amortization increased $8.2 million, or 9.5 percent, for 2023 as compared to 2022, primarily due to additional depreciation and amortization in the Acquired and Developed Properties. Property impairments. In 2023, the Company recorded impairment charges of $32.5 million on one held and used office property in Jersey City, New Jersey. No such impairments were recorded in 2022.
Added
In 2024, the Company accrued legal costs associated with reverse real estate tax appeals, insurance claim deductibles, partially offset by proceeds received from a litigation settlement. In 2023, the Company received insurance proceeds of $2.9 million. Discontinued operations. The Company recognized income from discontinued operations of $0.9 million in 2024 and loss from discontinued operations of $32.7 million in 2023.
Removed
The increase is primarily related to increases in LIBOR and SOFR rates as well as a reduction in capitalized interest in 2023 compared to 2022 due to one multifamily property being placed in service during 2022. Interest cost of mandatorily redeemable noncontrolling interests.
Added
The General Partner, as of the taxable year ended December 31, 2023, the most recent year for which tax returns have been filed, has net operating losses of $240.0 million.
Removed
In 2023, the Company received insurance proceeds of $2.9 million. Discontinued operations. The Company recognized income from discontinued operations of $44.8 million for 2023 as compared to $4.6 million for 2022.
Added
Dividends declared (on a per share basis) for the year ended December 31, 2024 were as follows: Date of Declaration Date of Record Date of Payment Dividend Declared February 27, 2024 April 3, 2024 April 16, 2024 $0.0525 May 6, 2024 July 3, 2024 July 16, 2024 $0.0600 August 5, 2024 September 30, 2024 October 16, 2024 $0.0700 November 13, 2024 December 31, 2024 January 10, 2025 $0.0800 Debt Financing Debt Strategy The Company has historically utilized a combination of corporate and property level indebtedness.
Removed
See Note 7: Discontinued Operations to the Financial Statements for additional details. 33 Table of Contents Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Years Ended December 31, Dollar Change Percent Change (dollars in thousands) 2022 2021 Revenue from rental operations and other: Revenue from leases $ 206,052 $ 162,082 $ 43,970 27.1 % Parking income 15,819 12,274 3,545 28.9 Other income 7,996 10,693 (2,697) (25.2) Total revenues from rental operations 229,867 185,049 44,818 24.2 Property expenses: Real estate taxes 39,112 28,818 10,294 35.7 Utilities 8,921 8,307 614 7.4 Operating services 52,797 45,460 7,337 16.1 Total property expenses 100,830 82,585 18,245 22.1 Non-property revenues: Real estate services 3,581 9,596 (6,015) (62.7) Total non-property revenues 3,581 9,596 (6,015) (62.7) Non-property expenses: Real estate services expenses 10,549 12,858 (2,309) (18.0) General and administrative 56,014 56,977 (963) (1.7) Transaction-related costs 3,468 12,208 (8,740) (71.6) Depreciation and amortization 85,434 68,506 16,928 24.7 Land and other impairments, net 9,368 23,719 (14,351) (60.5) Total non-property expenses 164,833 174,268 (9,435) (5.4) Operating income (loss) (32,215) (62,208) 29,993 (48.2) Other (expense) income: Interest expense (66,381) (47,505) (18,876) 39.7 Interest and other investment income (loss) 729 524 205 39.1 Equity in earnings (loss) of unconsolidated joint ventures 1,200 (4,250) 5,450 (128.2) Realized gains (losses) and unrealized losses on disposition of rental property, net — 3,023 (3,023) (100.0) Gain on disposition of developable land 57,262 2,115 55,147 2607.4 Loss on sale from unconsolidated joint ventures — (1,886) 1,886 (100.0) Loss from extinguishment of debt, net (129) (47,078) 46,949 (99.7) Total other (expense) income (7,319) (95,057) 87,738 (92.3) Loss from continuing operations (39,534) (157,265) 117,731 (74.9) Discontinued operations: (Loss) income from discontinued operations (64,704) 22,174 (86,878) (391.8) Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net 69,353 25,552 43,801 171.4 Total discontinued operations 4,649 47,726 (43,077) (90.3) Net loss $ (34,885) $ (109,539) $ 74,654 (68.2) % 34 Table of Contents The following is a summary of the changes in revenue from rental operations and other, and property expenses, in 2022 as compared to 2021 divided into Same-Store Properties, Acquired and Developed Properties and Properties Sold in 2021 and 2022: Total Company Same-Store Properties Acquired and Developed Properties Properties Sold in 2021 and 2022 ( dollars in thousands ) Dollar Change Percent Change Dollar Change Percent Change Dollar Change Percent Change Dollar Change Percent Change Revenue from rental operations and other: Revenue from leases $ 43,970 27.1 % $ 17,324 11.2 % $ 28,717 100.0 % $ (2,071) (100.0) % Parking income 3,545 28.9 2,655 22.7 1,103 100.0 (213) (100.0) Other income (2,697) (25.2) (3,191) (30.5) 472 100.0 22 (100.0) Total $ 44,818 24.2 % $ 16,788 9.5 % $ 30,292 100.0 % $ (2,262) (100.0) % Property expenses: Real estate taxes $ 10,294 35.7 % $ 7,450 27.2 % $ 3,275 100.0 % $ (431) (100.0) % Utilities 614 7.4 (332) (4.2) 1,004 100.0 (58) (100.0) Operating services 7,337 16.1 1,235 2.9 6,784 100.0 (682) (100.0) Total $ 18,245 22.1 % $ 8,353 10.7 % $ 11,063 100.0 % $ (1,171) (100.0) % OTHER DATA: Number of Consolidated Properties 27 23 4 2 Commercial Square feet (in thousands) 3,104 3,104 — — Multifamily portfolio (number of units) 5,535 4,039 1,496 — Revenue from leases.
Added
Effective Interest Rate of Future Repayments 2025 $ 9,419 $ — $ 9,419 3.68 % 2026 7,879 467,904 475,783 4.65 % 2027 5,326 657,318 662,644 5.11 % 2028 2,396 343,061 345,457 6.03 % 2029 2,289 127,792 130,081 4.58 % Thereafter 1,770 60,812 62,582 3.21 % Sub-total 29,079 1,656,887 1,685,966 5.05 % Unamortized deferred financing costs (a) (13,653) — (13,653) Totals/Weighted Average $ 15,426 $ 1,656,887 $ 1,672,313 5.05 % (a) Excludes $4.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2024.
Removed
Revenue from leases for the Same-Store Properties increased $17.3 million, or 11.2 percent, for 2022 as compared to 2021, due primarily to an increase in occupancy and market rents of the multifamily rental properties.
Added
Unencumbered Properties As of December 31, 2024, the Company had two unencumbered properties, with a carrying value of $33.4 million.
Removed
Revenue from leases at the Acquired and Developed Properties increased $28.7 million in 2022 as compared to 2021, due to the commencement of operations at three multifamily properties during the periods as well as the acquisition of one multifamily property in mid-2022. Parking income.
Removed
Parking income for the Same-Store Properties increased $2.7 million, or 22.7 percent for 2022 as compared to 2021 due primarily to an increase in usage at the parking garages. Other income.
Removed
Other income for the Same-Store Properties decreased 3.2 million, or 30.5 percent for 2022 as compared to 2021 due primarily to the recognition in 2021 of forfeited deposits received from potential buyers in disposition deals that were not completed, as well as post property sales items received in 2021. Real estate taxes.
Removed
Real estate taxes on the Same-Store Properties increased $7.5 million, or 27.2 percent, for 2022 as compared to 2021 due primarily to increased tax rates on properties located in Jersey City, New Jersey as well as the expiration in early 2022 of the PILOT agreements on two multifamily properties. Utilities.
Removed
Utilities for the Same-Store Properties remained relatively unchanged for 2022 compared to 2021. Operating services. Operating services for the Same-Store properties increased $1.2 million, or 2.9 percent, for 2022 as compared to 2021, due primarily to an increase in insurance expenses in 2022. Real estate services revenue.
Removed
Real Estate services expenses include off-site expenses associated with the self-management of the Company's properties as well as operating and personnel expenses for the Company's third party/joint venture management businesses.
Removed
Real estate services expenses decreased $2.3 million, or 18.0 percent, for 2022 as compared to 2021, due primarily to lower salaries and related expenses from a reduction in third-party services activities in 2022 as compared to 2021. General and administrative.
Removed
General and administrative expenses remained relatively unchanged for 2022 compared to 2021 due to increases in severance and related costs in 2022 as compared to 2021, partially offset by cost saving reductions in 2022. Transaction related costs. The Company incurred costs of $3.5 million in 2022 and $12.2 million in 2021 in connection with transactions that were not consummated.
Removed
Depreciation and amortization. Depreciation and amortization increased $16.9 million, or 24.7 percent for 2022 compared to 2021, primarily due to additional depreciation and amortization in the Acquired and Developed Properties. Land and other impairments . In 2022, the Company recorded net $9.4 million of impairments on developable land parcels.
Removed
In 2021, the Company recorded $20.8 million of impairments on developable land parcels and $2.9 million of goodwill impairment. Interest expense. Interest expense increased $18.9 million, or 39.7 percent, for 2022 as compared to 2021.
Removed
This increase was primarily the result of the cessation of the capitalization of mortgage interest related to a multifamily property which was placed in service in 2022 and higher interest rates on our floating rate indebtedness. Interest and other investment income. Interest and other investment income remained relatively unchanged for 2022 as compared to 2021.
Removed
Equity in earnings (loss) of unconsolidated joint ventures. Equity in earnings of unconsolidated joint ventures increased $5.5 million, or 128.2 percent, for 2022 as compared to 2021, due primarily to higher revenues resulting from lower concessions and higher market rents at various unconsolidated multifamily joint ventures in 2022 as compared to 2021.
Removed
In 2022, the Company recognized a gain of $57.3 million on the sale of multiple developable land parcels. In 2021, the Company recorded a gain of $2.1 million on the sale of land holdings in Newark and Hamilton, New Jersey. See Note 3: Investment in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements.
Removed
Loss from extinguishment of debt, net. In 2021, the Company recognized losses from early extinguishment of debt of $47.1 million which consists of $24.2 million in connection with the redemption of the Company’s Senior Unsecured Notes and $22.6 million in connection with the sale of Short Hills office portfolio and related defeasance of the mortgage loan. Discontinued operations.
Removed
The Company recognized income of $4.6 million in 2022 and $47.7 million in 2021. See Note 7: Discontinued Operations to the Financial Statements for additional details.
Removed
As a result of the Company substantially completing its transformation to a pure-play multifamily REIT, as well as the Company’s current estimates of taxable income, the Board of Directors of the General Partner (the "Board of Directors") reinstated a quarterly dividend beginning in the third quarter of 2023.
Removed
On December 18, 2023, the Company declared a $0.0525 distribution per common share to be payable on January 10, 2024 to shareholders of record as of the close of business on December 29, 2023. At December 31, 2023, the balance of the 37 Table of Contents distributions payable was $5.5 million.
Removed
The $0.0525 distribution per common share will be reported to shareholders for the year ending December 31, 2024. On July 24, 2023, the Company declared a $0.05 distribution per common share with a payment date of October 10, 2023, to shareholders of record as of the close of business on September 30, 2023.
Removed
The Company has determined that the total distribution of $0.05 per common share paid during the year ended December 31, 2023 represented 100% return of capital distributions. The dividends and distributions payable at December 31, 2022 represent amounts payable on unvested LTIP units. Debt Financing Debt Strategy The Company has historically utilized a combination of corporate and property level indebtedness.
Removed
Effective Interest Rate of Future Repayments 2024 $ 6,076 $ 308,000 $ 314,076 3.43 % 2025 9,487 — 9,487 3.67 % 2026 9,651 536,487 546,138 4.44 % 2027 8,158 305,320 313,478 3.66 % 2028 5,331 343,061 348,392 6.01 % Thereafter 5,574 331,838 337,412 3.98 % Sub-total 44,277 1,824,706 1,868,983 4.34 % Unamortized deferred financing costs (15,086) — (15,086) Totals/Weighted Average $ 29,191 $ 1,824,706 $ 1,853,897 4.34 % 38 Table of Contents Unencumbered Properties As of December 31, 2023, the Company had three unencumbered properties, with a carrying value of $115.9 million.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−0 removed5 unchanged
Biggest changeDecember 31, 2023 Debt, including current portion ($ in thousands) 2024 2025 2026 2027 2028 Thereafter Sub-total Other (a) Total Fair Value Fixed Rate & Hedged Debt $ 314,076 $ 9,487 $ 546,138 $ 313,478 $ 348,392 $ 337,412 $ 1,868,983 $ (15,086) $ 1,853,897 $ 1,791,121 Average Interest Rate 3.43 % 3.67 % 4.44 % 3.66 % 6.01 % 3.98 % 4.34 % (a) Adjustment for unamortized debt discount/premium, net, unamortized deferred financing costs, net, and unamortized mark-to-market, net, as of December 31, 2023.
Biggest changeDecember 31, 2024 Debt, including current portion ($ in thousands) 2025 2026 2027 2028 2029 Thereafter Sub-total Other (a) Total Fair Value Fixed Rate & Hedged Debt, including Term Loan and Revolving Credit Facility $9,419 $475,783 $660,644 $345,457 $130,081 $62,582 $1,683,966 $(13,653) $1,670,313 $1,644,445 Weighted Average Interest Rate 3.68% 4.65% 5.10% 6.03% 4.58% 3.21% 5.05% Unhedged portion of Revolving Credit Facility $— $— $2,000 $— $— $— $2,000 $— $2,000 $2,000 Weighted Average Interest Rate 7.08% 7.08% (a) Adjustment for unamortized debt discount/premium, net, unamortized deferred financing costs, net, and unamortized mark-to-market, net, as of December 31, 2024.
Approximately $1.6 billion of the Company’s long-term debt as of December 31, 2023 bears interest at fixed rates with a weighted average coupon of 4.29% and therefore the fair value of these instruments is affected by changes in market interest rates.
Approximately $1.1 billion of the Company’s long-term debt as of December 31, 2024 bears interest at fixed rates with a weighted average coupon of 4.62% and therefore the fair value of these instruments is affected by changes in market interest rates.
The Company manages its exposure to interest rate risk by utilizing fixed rate indebtedness or by hedging the majority of its floating rate indebtedness with interest rate swaps or caps, as appropriate. As of December 31, 2023, the Company's indebtedness with an aggregate principal balance of $1.9 billion had an estimated aggregate fair value of $1.8 billion.
The Company manages its exposure 33 to interest rate risk by utilizing fixed rate indebtedness or by hedging the majority of its floating rate indebtedness with interest rate swaps or caps, as appropriate. As of December 31, 2024, the Company's indebtedness with an aggregate principal balance of $1.7 billion had an estimated aggregate fair value of $1.6 billion.
If market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of December 31, 2023 would be approximately $47.9 million higher or lower, respectively.
If market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of December 31, 2024 would be approximately $29.8 million lower or higher, respectively.
Assuming interest-rate caps are not in effect as of December 31, 2023, if market rates of interest on the Company’s variable rate debt increased or decreased by 40 Table of Contents 100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $3.0 million annually.
Assuming interest-rate caps are not in effect as of December 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 $5.9 million annually.
The effective interest rates on the Company’s variable rate debt, which are hedged by interest-rate caps, as of December 31, 2023 ranged from SOFR plus 141.0 basis points to SOFR plus 275.0 basis points.
The effective interest rates on the Company’s $591.5 million variable rate debt hedged by interest-rate caps, as of December 31, 2024 ranged from SOFR plus 141 basis points to SOFR plus 275 basis points.
Added
Additionally, the effective interest rate on the Company’s $2.0 million variable rate debt, which is not hedged by interest-rate caps, as of December 31, 2024 was SOFR plus 272 basis points.
Added
(b) Excludes $4.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2024.

Other VRE 10-K year-over-year comparisons