VRE - NYSE

Greetings, and welcome to the Veris Residential, Inc. Third Quarter 2025 Earnings Conference Call. [Operator Instructions] Please note, this conference is being recorded. I would now like to turn the conference over to your host, Ms. Taryn Fielder. Please go ahead.

Good morning, everyone, and welcome to Veris Residential's Third Quarter 2025 Earnings Conference Call. I would like to remind everyone that certain information discussed on this call may constitute forward-looking statements within the meaning of the federal securities law. Although we believe the estimates reflected in these statements are based on reasonable assumptions, we cannot give assurance that the anticipated results will be achieved. We refer you to the company's press release and annual and quarterly reports filed with the SEC for risk factors that impacts the company. With that, I would like to hand the call over to Mahbod Nia, Veris Residential's Chief Executive Officer, who is joined by Anna Malhari, Chief Operating Officer; and Amanda Lombard, Chief Financial Officer. Mahbod?

Thank you, Taryn, and good morning, everyone. We're delighted to report another quarter of exceptionally strong operational performance, including blended net rental growth of 3.9%, significantly outperforming the national market and core FFO per share of $0.20. Despite challenging transaction markets, we made considerable progress on our corporate plan to monetize select non-strategic assets, using sales proceeds to further delever as we seek to continue unlocking the value embedded within the company. To date, we've sold or entered contracts of $542 million of non-strategic assets, including Harborside 8/9, exceeding the upper end of our initial $300 million to $500 million target, which we are now raising to $650 million. These sales and subsequent debt repayments continue to drive outsized earnings growth relative to our peers, while strengthening our balance sheet as we have proactively reduced net debt-to-EBITDA by 15% since the beginning of the year to 10x. Harborside 8/9 is expected to close early next year, albeit closing is subject to factors outside of our control. and the resulting proceeds are anticipated to generate $0.04 of run rate earnings while further decreasing net debt-to-EBITDA to approximately 9x with the potential to delever to below 8x by the end of 2026, as we continue divesting non-strategic assets, in accordance with the revised $650 million target. We anticipate that this will significantly enhance optionality for the company and allows to explore a wider range of financing strategies, including alternatives that were previously unavailable to us, with the potential to further reduce our cost of capital over time, positioning Veris for continued outperformance next year relative to peers. We also realized several one-time tax appeal refunds during the quarter, which Amanda will discuss in more detail. As a result of these adjustments, core FFO per share for the quarter increased to $0.20, which is reflected in our decision to raise guidance for the second consecutive quarter to $0.67 to $0.68, 12.5% above 2024. Before discussing our recent sales in further detail, I'd like to say a few words regarding the broader multifamily market as well as current dynamics in our key markets. While the national multifamily market remains structurally undersupplied, demand has recently weakened in select markets, driven by an influx of new supply, which is expected to be absorbed over time. Rents slowed significantly in September, growing by only 30 basis points year-over-year, with asking rents decreasing in the largest 1-month drop since November '22. Looking ahead, softening labor markets, declining consumer sentiment and more stringent immigration policies could present headwinds to the sector overall. In contrast with the national market, the Northeast continues to perform encouragingly well, supported by favorable supply/demand dynamics and resilient urban migration trends. In September, New York City led the nation in rental growth of 4.8%, reflecting continued strength in demand and extremely limited supply. Between 2020 and 2024, New York City's multifamily supply grew by only 6%, approximately half the national average, driving robust demand to neighboring submarkets with strong transit links, including Jersey City and Port Imperial, where the majority of our properties are located. Over the past 2 quarters, the neighborhood surrounding Manhattan have largely absorbed more than 8,700 units of new supply, including nearly 5,000 units in the third quarter alone, the highest quarterly total in 5 years, with deliveries expected to taper beginning in 2026. Despite this regional supply influx, Manhattan alternatives continue to outperform with the broader New York metro area averaging rental growth of 2.3%. Among these submarkets, the Jersey City Waterfront has been particularly resilient, maintaining low vacancy levels and rental growth of almost 3%, reflecting robust, sustained demand and an ongoing lack of new supply. The Waterfront has not seen any meaningful deliveries since mid-2022 with new supply well below its historical annual average of 600 units, which have been consistently absorbed over the past 15 years. Currently, approximately 4,500 Class A units are under construction on the waterfront with 2,500 units expected to be delivered over the next 24 months across 4 projects. While not directly competing with the Waterfront, nearby submarket Journal Square saw 2,800 units of new supply delivered and absorbed in the last year, further testament to the ability of the broader Jersey City market to absorb new supply across various price points. We expect the New York City demand/supply imbalance to continue fueling sustained demand for housing in alternative submarkets such as Jersey City that are expected to see population growth well in excess of projected unit deliveries for the foreseeable future. Turning to the investment market. While transactions remain challenging, particularly for larger sales, with core capital largely remaining on the sidelines, there are early signs of renewed engagement from Core-Plus capital with interest concentrated in gateway cities. As I mentioned in my opening remarks, we've exceeded our target for non-strategic asset sales with $542 million of sales closed or under contract this year. During the quarter, we closed on the sale of 4 smaller non-strategic multifamily assets for a combined $387 million, reflecting an average cap rate of 5.1%. In addition to Signature Place and 145 Front Street, which closed in early July, as previously announced, we sold The James, a 240-unit property in New Jersey for $117 million; and Quarry Place, a 108-unit property in New York for $63 million. We also continued rightsizing our land bank during the quarter, disposing of Port Imperial South for $19 million and entering a $75 million contract for the sale of Harborside 8/9. The Harborside transaction is anticipated to reduce net debt to EBITDA to around 9x and contribute $0.04 to core FFO on an annualized basis. Following these sales, our remaining land bank is valued at approximately $35 million with parcels primarily located in Massachusetts. Before Anna walks through our operational performance, I wanted to share our recent results from the Global Real Estate Sustainability Benchmark, or GRESB. Year-over-year, our GRESB score improved by 1 point to 90, maintaining our 5-star rating and Green Star and earning us the #1 rank in our peer group as well as designations as a regional listed sector leader and top performer for residential companies in the Americas. Last but not least, I'd like to thank our team whose dedication and execution have been instrumental in establishing Veris as a high-growth, rapidly deleveraging company. With that, I'll hand it over to Anna to discuss our operational performance for the quarter.

Thank you, Mahbod. Despite a broader market slowdown, our portfolio continues to outperform with the same store blended net rental growth rate of 3.9% for the quarter, comprising 3.6% growth in new leases and 4.3% in renewals; in line with our expectations as we entered the slower leasing season. For the first 9 months of the year, our portfolio's same store blended net rental growth rate was 3.5%, comprising 2.3% in new leases and 4.2% in renewals. Our portfolio's continued rental growth, coupled with our strategic exit from select suburban markets has increased our average revenue per home to $4,255 and over 40% premium compared to peers. Turning to occupancy. Excluding Liberty Towers, where we continue to undergo unit renovations, occupancy was 95.8% as of September 30. Including Liberty Towers, which is now over 85% occupied, overall occupancy was 94.7%, with retention improving by over 570 basis points since last year to 61% across the entire portfolio. Our New Jersey properties continue to benefit from strong fundamentals, including our assets' strategic locations, adjacent to New York City and sustained interest from prospects moving to the broader metro area who are compelled by the relative value proposition of our generally newer, larger units and the wider range of amenities they offer compared to those in Manhattan. During the third quarter, approximately 55% of new move-ins came from out of state and 25% from the metro area. While some portfolios have been impacted by declining international student enrollment, our exposure has been extremely limited as only 2% of our units are occupied by students. Our properties continue to primarily attract affluent, young, urban professionals with an average household income of over $480,000, providing a strong foundation for sustained future rent growth. Notably, our Jersey City Waterfront portfolio has significantly outperformed with new lease net blended rental growth of 6% during the quarter. In September, new lease rental growth across our Waterfront assets was 4.6%, well above the submarket's average of 2.9%, a testament to the quality of our assets, the strength of our markets and platform, and the unwavering commitment and hard work of our teams. We continue to elevate our customer experience and operational efficiency by investing in innovative technologies through PRISM, our strategic approach to technology implementation, which recently earned us recognition as a finalist for the ThinkAdvisor Luminaries Award. These efforts are reflected in year-to-date controllable expenses growth of just 1.9%, well below inflation. With that, I'm going to hand it over to Amanda, who will discuss our financial performance and provide an update on guidance.

Thank you, Anna. For the third quarter of 2025, net income available to common shareholders was $0.80 per fully diluted share, reflecting substantial gains from sales during the quarter versus a loss of $0.10 for the prior year. Core FFO per share was $0.20 for the third quarter, up $0.03 from the second quarter due to the recognition of $0.04 of successful tax appeals on sold assets, which was offset by $0.01 from the finalization of Jersey City property taxes in the third quarter. Year-to-date, core FFO is $0.52 per share versus $0.49 at this time last year. Before we dive into same-store, please note that the same-store pool has been adjusted to remove the 4 multifamily properties sold during the quarter, with this recalibration impacting some of the growth rates. Same-store NOI growth was 1.6% on a year-to-date basis and off 2.7% for the quarter compared to last year. This was largely due to the company lapping the extremely favorable resolution of non-controllable expenses in 2024, combined with an approximately 4.5% increase in Jersey City tax rates this year. On the revenue front, same-store revenue increased by 2.2%, both for the quarter and year-to-date. Overall, our revenue growth remains robust, aligning with typical seasonal patterns. In fact, when revenue growth is adjusted to remove the impact of Liberty Tower's occupancy and non-recurring income from last year, growth would have been 3.1% for the quarter and 4.6% year-to-date. As Anna mentioned, technology investments and portfolio optimization have continued to generate cost efficiencies on the expense front. However, a slight rise in R&M and utility expenditures this quarter led to a 5.7% increase in controllable expenses for the period. Combining the impact of technology investments in R&M this quarter with the considerable savings recorded earlier this year, year-to-date controllable expenses have grown by a modest 1.9%. Diving deeper into non-controllable expenses. While our property insurance renewal delivered savings of nearly 20%, this was largely offset by increases in other insurance premiums and the rebalancing of the same-store pool. Jersey City also announced its final tax rates for 2025 during the quarter, as I previously mentioned, which together with other finalized taxes, resulted in a $1.1 million increase. Despite these various factors, year-to-date overall expenses increased by only 3.4%. On the overhead front, core G&A after adjustments for severance payments was $8 million, broadly in line with last quarter as expected and reflecting savings in compensation due to further organizational simplification. For the full year, we anticipate realizing G&A savings in excess of $1 million relative to last year, although fourth quarter G&A is expected to increase sequentially. Last quarter, we took a significant step in strengthening our financial position by modifying our revolving credit facility. This amendment introduced a leverage grid and resulted in a substantially-lower borrowing spread, enhancing our ability to continue reducing financing costs as we delever further. In addition, sales completed during the quarter reduced debt by $394 million, including the early repayment of our most expensive coupon debt, a $56 million 2026 maturity. Furthermore, the buyer of Quarry Place assumed the $41 million in-place mortgage resolving the 2027 maturity. As a result of these transactions, as of September 30, our net debt-to-EBITDA on an adjusted basis has further decreased to 10x, as mentioned by Mahbod, representing a reduction of 14.5% since the beginning of the year. We ended the third quarter in a stronger position than the second, with our weighted average coupon decreasing 32 basis points to 4.8% and weighted-average years to maturity of 2.6 years and liquidity of $274 million. Turning to our outlook. We are raising core FFO guidance for the second consecutive quarter to $0.67 to $0.68 per share annually compared to our previous guidance of $0.63 to $0.64 per share. This enhancement reflects $0.04 from one-time tax appeal benefits associated with previously sold office properties. While we are realizing approximately $0.01 in overhead savings this year, this is largely offset by the increase in real estate taxes in the third quarter. Our raised guidance range represents robust year-over-year core FFO growth of 12% to 13%, underscoring the strength of our markets and portfolio and the effectiveness of our deleveraging strategy. Not only does this approach reinforce the strength of our balance sheet, but it also drives meaningful earnings expansion and increases free cash flow. We are affirming our same-store NOI guidance of 2% to 2.8%, reflecting our solid performance year-to-date and strong visibility into rental revenue through the end of the year as well as realized savings from our technology and operational initiatives and a resolution of non-controllable expenses within expectations. These results are a testament to our commitment to maximizing value for our shareholders while maintaining disciplined financial management and operational excellence, resulting in sustained earnings growth and accelerated deleveraging. With that, operator, please open the line for questions.

[Operator Instructions] And our first question comes from Jana Galan with Bank of America.

Maybe just following up on the same-store guidance ranges that were maintained. The 9 months to-date, they're trending a little bit at the low end. And so, can you let us know any timing-relating items that may impact 4Q that can get you back to kind of the middle of the range?

So, look, I think, first off, Q3 same-store NOI growth is an anomaly due to the resetting of non-controllable expenses for this year as well as last year. Last year, we had a very good result, so the expense base is very low. And then this year, we had a slight increase in real estate taxes, which pushes it up. I think looking to the fourth quarter; right now, we don't see any major one-time items, which would impact the numbers. And so, I think you need to really look back at Q1 and Q2, where we have very low expense growth. In fact, I think in Q2, we actually had a reduction in our expenses and expect that, that trend will continue into the fourth quarter. So, I think, those factors combined with the fact that in the fourth quarter, a very small percentage of our revenue is still open is what gives us confidence that we will be within the range of our same-store NOI guidance.

Great. And then on the visibility into the rental revenue into year-end, can you let us know kind of where you're setting out the rental rate increases now? And I guess, kind of the percent of expirations in 4Q, typically, I'm assuming is lower than earlier in other quarters in the year.

Yes, as you mentioned, we do have our expiration metrics following the seasonal trend in a way that we have limited exposure in Q4. We also have strong visibility into renewals already and only about 0.5% of our NOI is outstanding to renew at this point. In terms of the renewal rates, we continue to send out renewals just touch below kind of mid-single digits around the 4% to 5% range, something maybe slightly below that. But we are in a very good shape from an occupancy perspective since the end of the quarter with 95.8%, excluding Liberty Towers and feel confident about the revenue range that Amanda mentioned earlier.

And we'll go next to Steve Sakwa with Evercore ISI.

This is Sanket on for Steve. We had a question around, like your leverage target of 8x through year-end '26. What does the path forward look like from there on in terms of, will you still focus on selling more non-core assets after that or move to more operational initiatives?

Thank you for the question. I think at this point, I would say the focus is on executing on the extended plan that we've announced, and in parallel, continuing to push the operational side of things, which as you've seen, is continuing to perform very well, and we expect that to continue into next year. And that should set us on this path delever in this accelerated fashion down to that 8x or even potentially below 8x, as we've said, next year. As for what comes next, there may be from time-to-time, and in the past, you've seen at the beginning of the year, we set out the plan for the year and communicate that to you. So, there may be further amendments or changes to this plan, which we'll announce in due course. But at this time, I think the focus really is to execute on this plan, see where that gets us while in parallel working with the Board and the SRC to evaluate a wide range of options available to the company as we always do in pursuit of the creation of value on behalf of our shareholders.

Makes sense. And the other question was like you guys were very active on the transactional front, like disposing a couple of assets, land. So, I just wanted to know like, how was the buyer pool like? Was there a wide area of people who are out there buying assets? Or it was just some specific types of people who are out there looking at this asset?

Sorry, you're a little faint, but I think I got the question, about the buyer pool out there for assets. Yes, look, I would say consistent with our expectations when we set out on this plan at the beginning of the year, there is a somewhat broader or deeper buyer pool for smaller assets today. I think once you get into sort of what would be regarded as large today, which is not that large, a couple of hundred million dollars, $200 million, $250 million and above, the buyer pool does spin out and the nature of the buyer does tend to become more of a value-add opportunistic type of a buyer. But look, there's also some encouraging signs in transaction activity that particularly with the low end of the curve coming in, obviously, the 10-year has come in and now it's around 4% or touch below 4%, and that's helpful. But with the front end of the curve, rates having come in and expected to continue coming in; in the near-term, we think that that actually is creating more interest in the transaction market from prospective buyers.

And our next question comes from Eric Wolfe with Citibank.

Can you talk about how you came up with the high end of the disposition guidance at $650 million and what assets you're considering selling for the remaining $100 million?

Thanks for the question, Eric. So, I think the way we came up with that number is, it's really reflective of, again, what we're seeing in the market. You have a Board, a Strategic Review Committee and management team that's highly focused on the creation and crystallization of value for shareholders. And so, when we set out on this plan at the beginning of the year, our best estimate of how much value we could crystallize through asset sales, values that were at or close to intrinsic value, our best estimate was that range. It's been a very challenging transaction market and still is today, which is why it was the range. Thankfully, we've been able to make progress ahead of expectation. That wasn't guaranteed, far from guaranteed. And as we've done that, and I mentioned earlier, we're constantly reviewing, working with the Board and the SRC, a wide range of ways to be able to continue creating and unlocking value for shareholders. And so, I think this extension is really reflective of that dialogue, staying close to the market and what we believe really represents the best interest of our shareholders today, given the restrictive parameters that are placed on us through the current state of the transaction markets.

Got it. That's helpful. And I guess on a similar line, the $100 million of stock repurchases, is there sort of a certain price you have in mind? Or is it really about getting the balance sheet to a certain leverage level before you even consider using the repurchases? Just trying to understand the framework from which you'll decide to use repurchases or not?

No, it's a great question. Look, it's a very useful tool to have. To be clear, we believe there is significant value in the company over and above the current share price. And so, as an investment, as a capital allocation decision, we have strong conviction that share buybacks would make a lot of sense. Having said that, we have to balance the limited capital that we have as we're recycling capital through asset sales. And the determination we've made at this time is to prioritize deleveraging. And to some extent, notwithstanding the whole sector is trading at a discount to NAV at the moment; to some extent, that leverage is, for us, probably causing some of that discount that we're seeing. And so, it's a little bit circular. But when you take into consideration the potential accretive impact of even that full buyback program, $100 million buyback program relative to the impact on leverage from using those proceeds to delever, to us, it makes more sense at this time to prioritize deleveraging.

And moving on to Tom Catherwood with BTIG.

Just wanted to circle back on Eric's disposition question there. For the $542 million of transactions closed or under contract, did prices come in stronger on the original pool of non-core assets that you had identified back in February? Or did you end up selling more assets than were initially planned in that original pool?

Tom, I think it's a great question. I think when we set out in February, the markets were still quite challenging, but we felt like for smaller assets, we'd be able to make some progress. The truth is, it wasn't clear to us how quickly we'd be able to make progress. We felt like conditions could improve during the year, and they did improve during the year, and they're continuing to improve now. But as I said earlier, we could have been in a very different situation here with far fewer asset sales. As for price and the two obviously are related, we ended up pretty much exactly where we expected. As I said, we were looking to crystallize pockets of NAV or sell assets where we could release pockets of value at levels that are in line or very close to NAV, and that really pointed mostly to smaller assets. And the overall cap rate and actually even the individual cap rates, which are pretty much all in line with the blended cap rate at which we sold those assets was right on top of what we expected and hoped for when we announced that plan. So, we sold at a low 5s, around a 5.1% cap rate across that pool and that's stripping out the land. And that's exactly where we thought we'd be or hope it would be.

Got it. Got it. Okay. So, the follow-up on that then is, if you ended up where you thought you'd be on pricing or hoped you'd be on pricing, that would suggest the $150 million increase to sales guidance would be the addition of other assets than were initially planned. If that's the case, are those assets that the market has recovered to the point where now you think you can sell them? Or is that just as you went through the sales faster than you expected, you reevaluated and transferred more into that non-core strategic sales bucket?

It's a little bit of both. As I said, we still -- for larger assets, I think there is still illiquidity discount at this moment in time, given capital flows. It feels like things are improving and that discount may over time, reduce or potentially even fully be eliminated. But I think it's a little bit of both. I think it's a little bit of market conditions improving over the past several months and continuing to improve today and us constantly evaluating alternatives that could make sense for shareholders and determining that it could make sense to slightly increase that target to $650 million.

Got it. Got it. And then last one for me, and this kind of follows up on your comment about transaction markets improving. But Mahbod, in your prepared remarks, you noted early signs of renewed interest from Core-Plus capital. I assume that's both commercial real estate and specifically multifamily. Can you provide some more thoughts around that and kind of what was driving those comments?

Yes, it's no secret that for the past few years, particularly with rates having climbed at the pace that they have, the more core, Core-Plus capital that was active previously in the market has reverted more to credit strategies, given the relative risk return profile that credit strategies have offered over the last few years. But with rates coming in a little bit recently plus the realization that with credit investments, you don't necessarily get the multiple that you get with equity investments, we understand that potentially the gates are opening somewhat, particularly on the Core-Plus side at this point. In terms of the core, if you look at what's happening there, the Odyssey funds are still seeing net redemptions, that redemption queues come down a little bit, which could be an encouraging early sign, too soon to say. But on the Core-Plus side, there are certainly a few groups out there that are becoming more active, both in terms of capital raising and fund structures and single-managed accounts and starting to look at more Core-Plus type opportunities. Why is that relevant? Because while those 2 groups of capital really have been otherwise focused on credit opportunities, the active capital, the dominant active capital in the market for the last few years has really been value-add and opportunistic capital, which obviously has a much higher cost, a much higher return expectation associated with it. And so that commands a certain risk profile to the assets that those investors are acquiring or it just requires a certain return regardless of the risk profile, which has implications for core asset valuations to the extent that those buyers are involved. And so, it's an encouraging early sign that things may be finally turning. We know that by their very existence, opportunity funds came to be to provide liquidity at times when more traditional sources of capital were unavailable. And so that's been the case for the last few years, but these are temporary capital flow dynamics that ultimately revert back to some normality over time.

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

Well, thank you, everyone, for joining us today. I'd like to thank the team for the hard efforts that have allowed us to post another quarter of extremely strong operational results and meaningful strategic process. We look forward to updating you again next quarter.