Supplemental Operating and Financial Data Q1 2023
Veris Residential Inc. (the “Company”, “VRE”, “we”, “our”, “us”) considers portions of this information, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward- looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among 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 tenants and residents; • 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; • 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 the supply of and demand for our properties; • changes in interest rate levels and volatility in the securities markets; • 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 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 natural disasters 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; • changes in governmental regulation, tax rates and similar matters; and • other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants or residents will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise. This Supplemental Operating and Financial Data is not an offer to sell or solicitation to buy any securities of VRE. Any offers to sell or solicitations of VRE shall be made by means of a prospectus. The information in this Supplemental Package must be read in conjunction with, and is modified in its entirety by, the Quarterly Report on Form 10-Q (the “10-Q”) filed by VRE for the same period with the Securities and Exchange Commission (the “SEC”) and all of the VRE’s other public filings with the SEC (the “Public Filings”). In particular, the financial information contained herein is subject to and qualified by reference to the financial statements contained in the 10-Q, the footnotes thereto and the limitations set forth therein. Investors may not rely on the Supplemental Package without reference to the 10-Q and the Public Filings. Any investors’ receipt of, or access to, the information contained herein is subject to this qualification. This Supplemental Operating and Financial Data should be read in connection with the Company’s first quarter 2023 earnings press release (included as Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed on April 26, 2023, as certain disclosures, definitions and reconciliations in such announcement have not been included in this Supplemental Operating and Financial Data. Forward-Looking Statements 2
Funds from operations (“FFO”) is defined as net income (loss) before noncontrolling interests of unitholders, 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 Company believes that FFO per share is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that as FFO per share excludes the effect of depreciation, gains (or losses) from property transactions and impairments related to depreciable rental property (all of which are based on historical costs which may be of limited relevance in evaluating current performance), FFO per share can facilitate comparison of operating performance between equity REITs. FFO per share should not be considered as an alternative to net income available to common shareholders per share as an indication of the Company’s performance or to cash flows as a measure of liquidity. FFO per share presented herein is not necessarily comparable to FFO per share presented by other real estate companies due to the fact that not all real estate companies use the same definition. However, the Company’s FFO per share is comparable to the FFO per share of real estate companies that use the current definition of the National Association of Real Estate Investment Trusts (“Nareit”). A reconciliation of net income per share to FFO per share is included in the financial tables below. Core FFO is defined as FFO, as adjusted for items that may distort the comparative measurement of the Company’s performance over time. Adjusted FFO ("AFFO") is defined as Core FFO less (i) recurring tenant improvements, leasing commissions and capital expenditures, (ii) straight-line rents and amortization of acquired above/below-market leases, net, and (iii) other non-cash income, plus (iv) other non-cash charges. Core FFO and AFFO are both non-GAAP financial measures that are not intended to represent cash flow and are not indicative of cash flows provided by operating activities as determined in accordance with GAAP. Core FFO and AFFO are presented solely as supplemental disclosures that the Company’s management believes provides useful information regarding the Company's operating performance and its ability to fund its dividends. There are not generally accepted definitions established for Core FFO or AFFO. Therefore, the Company's measures of Core FFO and AFFO may not be comparable to the Core FFO and AFFO reported by other REITs. A reconciliation of net income to Core FFO and AFFO are included in the financial tables below. Net operating income (“NOI”) represents total revenues less total operating expenses, as reconciled to net income above. Same Store GAAP NOI and Same Store Cash NOI are reconciled to Total Property Revenues. The Company considers NOI, Same Store GAAP NOI, and Same Store Cash NOI to be meaningful non-GAAP financial measures for making decisions and assessing unlevered performance of its property types and markets, as it relates to total return on assets, as opposed to levered return on equity. As properties are considered for sale and acquisition based on NOI estimates and projections, the Company utilizes this measure to make investment decisions, as well as compare the performance of its assets to those of its peers. NOI should not be considered a substitute for net income, and the Company’s use of NOI, Same Store GAAP NOI, Same Store Cash NOI may not be comparable to similarly titled measures used by other companies. The Company calculates NOI before any allocations to noncontrolling interests, as those interests do not affect the overall performance of the individual assets being measured and assessed. Same Store includes specific properties, which represent all in-service properties owned by the Company during the reported period, excluding properties sold, disposed of, held for sale, removed from service, or for any reason considered not stabilized, or being redeveloped or repositioned in the reporting period. Adjusted EBITDA is a non-GAAP financial measure. The Company computes Adjusted EBITDA in accordance with what it believes are industry standards for this type of measure, which may not be comparable to Adjusted EBITDA reported by other REITs. The Company defines Adjusted EBITDA as Core FFO , plus interest expense, plus income tax expense, plus income (loss) in noncontrolling interest in consolidated joint ventures, and plus adjustments to reflect the entity's share of Adjusted EBITDA of unconsolidated joint ventures. The Company presents Adjusted EBITDA because the Company believes that Adjusted EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of the Company’s ability to incur and service debt. Adjusted EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity. EBITDAre is a non-GAAP financial measure. The Company computes EBITDAre in accordance with standards established by the National Association of Real Estate Investment Trusts, or Nareit, which may not be comparable to EBITDAre reported by other REITs that do not compute EBITDAre in accordance with the Nareit definition, or that interpret the Nareit definition differently than the Company does. The White Paper on EBITDAre approved by the Board of Governors of Nareit in September 2017 defines EBITDAre as net income (loss) (computed in accordance with Generally Accepted Accounting Principles, or GAAP), plus interest expense, plus income tax expense, plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property, plus impairment write-downs of depreciated property and investments in unconsolidated joint ventures, plus adjustments to reflect the entity's share of EBITDAre of unconsolidated joint ventures. The Company presents EBITDAre, because the Company believes that EBITDAre, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of the Company’s ability to incur and service debt. EBITDAre should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity. 3 Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre
4 Company Highlights
5 Q1 2023 Highlights Strong operational performance • Our 7,681-unit operating multifamily portfolio and Same Store 6,691-unit operating multifamily portfolio were 95.9% and 96.0% occupied, respectively, as of March 31, 2023. • First quarter 2023 multifamily Same Store Net Operating Income (NOI) increased by 15.8%, compared to the same period last year, due to increased in-place rents across the portfolio and stable controllable expenses, partially offset by higher non- controllable expenses. • Same Store multifamily Blended Net Rental Growth Rate of 10.7% for the quarter. $525 million of non-strategic assets sold in 2023 • In February, the Company fully exited the hotel segment with the sale of its Port Imperial Hotels for $97 million, releasing approximately $9 million in net proceeds after debt repayment. • In March, the Company closed on a land parcel located at 101 Columbia Road for approximately $8 million. • Subsequent to quarter end, the Company closed on the sale of Harborside 1, 2, & 3 for an aggregate price of $420 million, releasing approximately $360 million of net proceeds. Balance Sheet/Capital Markets • Net-debt-to-EBITDA reduced to 10.3x in the first quarter, down from 18.8x in the first quarter of 2022. • On April 5, the Company exercised its right to call Rockpoint Group, L.L.C`s interest in Veris Residential Trust. On April 6, Rockpoint exercised its right to defer this purchase for one year. • 97% of the Company’s total pro forma debt portfolio (consolidated and unconsolidated) is hedged or fixed. The Company`s total pro forma debt portfolio has a weighted average interest rate of 4.4% and weighted average maturity of 3.8 years.
Three Months Ended Three Months Ended March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Net Income / (Loss) per Diluted Share $(0.27) $0.35 Key Portfolio Statistics Core FFO per Diluted Share(1) $0.15 $0.05 Multifamily Portfolio Weighted Average - Diluted Shares(2) 100,525,777 100,416,881 Operating Units(3) 7,681 6,931 Total Equity $2.0 billion $2.1 billion % Physical Occupancy 95.9% 95.3% Total Debt $1.8 billion $1.9 billion Same Store Units(4) 6,691 5,825 Total Capitalization $3.8 billion $4.0 billion Same Store Occupancy(4) 96.0% 95.6% Debt-to-Undepreciated Assets 42.9% 41.8% Same Store Blended Rental Growth Rate(4) 10.7% 11.7% Net Debt $1.8 billion $1.9 billion Average Rent per Home $3,621 $3,482 Annualized Adjusted EBITDA(1) $171,869 $139,888 Lease-Up Units — 750 Net Debt-to-Adjusted EBITDA 10.3x 13.3x Land Bank Units - Inside Rockpoint JV(5) 5,009 5,009 Interest Coverage Ratio(1) 1.9x 1.5x Land Bank Units - Outside Rockpoint JV(5) 1,266 1,266 Office Portfolio Area (sqft) 1.6 million 3.0 million Consolidated In-Service Properties 3 5 6 Q1 2023 Key Financial Metrics 1. See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. FFO is calculated in accordance with the definition of the National Association of Real Estate Investment Trusts (Nareit). Interest Coverage Ratio is calculated as Adjusted EBITDA divided by interest expense. 2. Includes any outstanding preferred units presented on a converted basis into common units, noncontrolling interests in consolidated joint ventures and redeemable noncontrolling interests. 3. Operating Portfolio includes properties that have achieved over 95% leased for six consecutive weeks. In Q1 Haus25, a 750 unit property, was added. 4. Three properties entered the Same Store pool in Q1 2023 (Capstone, RiverHouse 9, and Upton). 5. See page 7 entitled Components of NAV for more details.
Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. Net Asset Value (“NAV”) is the metric that represents the net projected value of the Company’s interest after accounting for all priority debt and equity payments. The metric includes capital invested by the Company. 1. See page 19 entitled Operating Portfolio – Multifamily Portfolio. 2. In Q1 2023, Haus25 NOI was $5.3 million or $21.3 million annualized. 3. See page 20 entitled Property Listing - Commercial, Land Bank, & Other Non-Strategic Assets. 4. Represents the book value of Harborside 5, Harborside 6 and 23 Main St. See page 20 for more details. 5. Based on 5,009 potential units. 6. Based on 1,266 potential units. Real Estate Portfolio Other Assets Operating Multifamily NOI(1) Total At Share Cash and Cash Equivalents $37,487 New Jersey Waterfront $120,400 $100,104 Restricted Cash 19,642 Massachusetts 23,660 23,660 Other Assets 133,903 Other 30,248 22,016 Subtotal Other Assets $191,032 Haus25 (Stabilized NOI)(2) 30,426 30,426 Total Multifamily NOI $204,734 $176,205 Liabilities Commercial NOI(3) 4,524 3,660 Total NOI $209,258 $179,865 Operating - Consolidated Debt at Share $1,763,537 Operating - Unconsolidated Debt at Share 310,885 Non-Strategic Assets Other Liabilities 85,981 Revolving Credit Facility — Book Value of Non-Strategic Office Assets(4) $177,667 Subtotal Liabilities $2,160,403 Net proceeds from sale of Harborside 1, 2, & 3 360,000 Estimated Land Value - Inside Rockpoint JV(5) 238,045 Other Considerations Estimated Land Value - Outside Rockpoint JV(6) 72,228 Total Value $847,940 Rockpoint Interest $479,976 Preferred Equity / LP Interest 40,231 Subtotal Other Considerations $520,207 Outstanding Shares Common Shares (Outstanding as of March 31, 2023) 91,226,061 Fully Dilutes Shares for Q1 2023 100,525,777 7 Components of Net Asset Value $ in thousands
Multifamily Same Store(1) Three Months Ended March 31, Sequential 2023 2022 Change % Q1 2023 Q4 2022 Change % Total Property Revenues (GAAP) $57,747 $51,270 $6,478 12.6% $57,747 $57,133 $615 1.1% Marketing & Administration 1,738 1,809 (71) (3.9)% 1,738 2,237 (498) (22.3)% Utilities 2,048 2,208 (160) (7.3)% 2,048 1,790 258 14.4% Payroll 3,814 3,637 178 4.9% 3,814 3,852 (38) (1.0)% Repairs & Maintenance 2,875 2,813 61 2.2% 2,875 3,312 (437) (13.2)% Total Controllable Expenses $10,475 $10,468 $8 0.1% $10,475 $11,191 $(715) (6.4)% Other Fixed Fees 718 682 35 5.2% 718 531 186 35.1% Insurance 1,486 1,248 238 19.0% 1,486 1,513 (27) (1.8)% Real Estate Taxes 8,590 7,365 1,225 16.6% 8,590 10,125 (1,535) (15.2)% Total Non-Controllable Expenses $10,794 $9,296 $1,498 16.1% $10,794 $12,170 $(1,376) (11.3)% Total Property Expenses $21,269 $19,764 $1,505 7.6% $21,269 $23,360 $(2,091) (9.0)% Same Store GAAP NOI $36,478 $31,506 $4,972 15.8% $36,478 $33,772 $2,706 8.0% Total Units 6,691 6,691 — 6,691 6,691 — % Ownership 82.7% 82.7% — 82.7% 82.7% — % Occupied - Quarter End 96.0% 97.5% (1.5)% 96.0% 95.3% 0.7% Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 1. Values represent the Company’s pro rata ownership of operating portfolio. 8 Same Store Performance $ in thousands (unaudited)
1. Includes mark-to-market lease intangible net assets of $11,462 and mark-to-market lease intangible net liabilities of $426 as of Q1 2023. 2. Includes Prepaid Expenses and Other Assets attributable to Multifamily of $23,484 as follows: (i) deposits of $5,207, (ii) other receivables of $4,643, (iii) other prepaid/assets of $12,590, and (iv) prepaid taxes of $1,224. March 31, 2023 December 31, 2022 ASSETS Multifamily Office/Corp. Total Rental property Land and leasehold interests $466,624 $15,630 $482,254 $492,204 Buildings and improvements 2,634,864 271,405 2,906,269 3,332,315 Tenant improvements 7,440 34,649 42,089 122,509 Furniture, fixtures and equipment 91,939 7,403 99,342 99,094 3,200,867 329,087 3,529,954 4,046,122 Less – accumulated depreciation and amortization (283,629) (158,418) (442,047) (631,910) 2,917,238 170,669 3,087,907 3,414,212 Rental property held for sale, net 64,574 332,925 397,499 193,933 Net Investment in Rental Property 2,981,812 503,594 3,485,406 3,608,145 Cash and cash equivalents 24,896 12,591 37,487 26,782 Restricted cash 19,573 69 19,642 20,867 Investments in unconsolidated joint ventures 124,218 — 124,218 126,158 Unbilled rents receivable, net 3,244 37,716 40,960 39,734 Deferred charges, goodwill and other assets, net(1)(2) 39,287 49,105 88,392 96,162 Accounts receivable 2,705 1,846 4,551 2,920 Total Assets $3,195,735 $604,921 $3,800,656 $3,920,768 LIABILITIES & EQUITY Revolving credit facility $— $— $— $— Mortgages, loans payable and other obligations, net 1,820,498 — 1,820,498 1,903,977 Dividends and distributions payable — 110 110 110 Accounts payable, accrued expenses and other liabilities 31,071 24,919 55,990 72,041 Rents received in advance and security deposits 11,724 11,071 22,795 22,941 Accrued interest payable 6,616 470 7,086 7,131 Total Liabilities 1,869,909 36,570 1,906,479 2,006,200 Commitments and contingencies — — — — Redeemable noncontrolling interests 479,976 40,232 520,208 515,231 Total Stockholders’/Members Equity 808,656 407,874 1,216,530 1,235,685 Noncontrolling interests in subsidiaries: Operating Partnership — 121,045 121,045 126,109 Consolidated joint ventures 37,194 (800) 36,394 37,543 Total Noncontrolling Interests in Subsidiaries $37,194 $120,245 $157,439 $163,652 Total Equity $845,850 $528,119 $1,373,969 $1,399,337 Total Liabilities and Equity $3,195,735 $604,921 $3,800,656 $3,920,768 9 Balance Sheet $ in thousands (unaudited)
Q1 2023 Q1 2022 REVENUES Multifamily Office/Corp. Less: Disc. Ops Total Revenue from leases $56,098 $19,724 $(16,144) $59,678 $40,508 Real estate services 911 — — 911 910 Parking income 3,728 650 81 4,459 3,682 Hotel income 594 — (594) — — Other income 946 956 (25) 1,877 1,069 Total revenues 62,277 21,330 (16,682) 66,925 46,169 EXPENSES Real estate taxes 9,776 4,426 (3,060) 11,142 7,837 Utilities 2,091 1,084 (486) 2,689 2,409 Operating services 13,233 3,777 (5,040) 11,970 8,480 Real estate services expenses 1,897 46 — 1,943 2,363 General and administrative 1,354 8,960 (28) 10,286 19,451 Dead deal and transaction-related costs — 1,027 — 1,027 — Depreciation and amortization 21,506 7,248 (4,878) 23,876 18,838 Land and other impairments 3,396 — — 3,396 2,932 Total expenses 53,253 26,568 (13,492) 66,329 62,310 Operating Income (expense) 9,024 (5,238) (3,190) 596 12,657 OTHER (EXPENSE) INCOME Interest expense (21,986) (850) 822 (22,014) (11,606) Interest and other investment income (loss) 29 115 (28) 116 158 Equity in earnings (loss) of unconsolidated joint ventures (68) — — (68) (487) Realized and unrealized gains (losses) on disposition — — — — — Gain on disposition of developable land — (22) — (22) 2,623 Gain (loss) from extinguishment of debt, net (12) — 12 — — Other Income, net 1,998 — — 1,998 — Total other income (expense) (20,039) (757) 806 (19,990) (9,312) Income from continuing operations (11,015) (5,995) (2,384) (19,394) (25,453) Income from discontinued operations — — 2,384 2,384 19,090 Realized gains (losses) on disposition — — 780 780 1,836 Total discontinued operations — — 3,164 3,164 20,926 Net Income (11,015) (5,995) 780 (16,230) (4,527) Noncontrolling interest in consolidated joint ventures — 587 — 587 974 Noncontrolling interests in Operating Partnership from continuing operations — 2,329 — 2,329 2,779 Noncontrolling interests in Operating Partnership in discontinued operations — (293) — (293) (1,881) Redeemable noncontrolling interest — (6,366) — (6,366) (6,437) Net income (loss) available to common shareholders $(11,015) $(9,738) $780 $(19,973) $(9,092) Basic earnings per common share: Net income (loss) available to common shareholders $(0.27) $(0.13) Diluted earnings per common share: Net income (loss) available to common shareholders $(0.27) $(0.13) Basic weighted average shares outstanding 91,226 90,951 Diluted weighted average shares outstanding 100,526 99,934 10 Income Statement - Quarterly Comparison $ in thousands, except per share amounts (unaudited)
Notes: See endnotes and “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. Three Months Ended March 31, 2023 2022 Net income (loss) available to common shareholders $(19,973) $(9,092) Add (deduct): Noncontrolling interests in Operating Partnership (2,329) (2,779) Noncontrolling interests in discontinued operations 293 1,881 Real estate-related depreciation and amortization on continuing operations(1) 26,217 18,663 Real estate-related depreciation and amortization on discontinued operations 4,727 7,525 Discontinued operations: Realized and unrealized (gains) losses on disposition of rental property, net (780) (1,836) Funds from operations(2) $8,155 $14,362 Add/(Deduct): (Gain)/Loss from extinguishment of debt, net 12 6,289 Land and other impairments 3,396 2,932 (Gain) on disposition of developable land 22 (2,623) Rebranding and Severance/Compensation related costs 1,148 7,642 Lease breakage fee, net — (22,664) Interest Derivative 1,133 — Dead Deal and Transaction Related Costs 1,027 — Core FFO $14,893 $5,938 Diluted weighted average shares/units outstanding(6) 100,525,777 99,934,499 Funds from operations per share-diluted $0.08 $0.14 Core Funds from Operations per share/unit-diluted $0.15 $0.06 Dividends declared per common share — — FFO & Core FFO $ in thousands except per share and ratios (unaudited) 11
Notes: See endnotes and “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 12 Three Months Ended March 31, 2023 2022 Core FFO (calculated on previous page) $14,893 $5,938 Add (Deduct) Non-Cash Items: Straight-line rent adjustments(3) (1,253) 4,646 Amortization of market lease intangibles, net (30) (110) Amortization of lease inducements 15 38 Amortization of stock compensation 2,877 2,619 Non-real estate depreciation and amortization 384 325 Amortization of deferred financing costs 1,211 1,177 Deduct: Non-incremental revenue generating capital expenditures: Building improvements (2,092) (3,249) Tenant improvements and leasing commissions(4) (352) (5,971) Tenant improvements and leasing commissions on space vacant for more than one year (736) (6,292) Core AFFO(2) $14,917 $(879) Core FFO (calculated on previous page) $14,893 $5,938 Deduct: Equity in earnings (loss) of unconsolidated joint ventures, net 68 487 Equity in earnings share of depreciation and amortization (2,575) (2,671) Add-back: Interest expense 22,014 11,607 Recurring JV distributions 1,547 1,395 Income (loss) in noncontrolling interest in consolidated joint ventures (587) (974) Redeemable noncontrolling interest 6,365 6,437 Income tax expense 51 77 Adjusted EBITDA $41,776 $22,296 Net debt at period end(5) 1,763,369 2,139,652 Net debt to Adjusted EBITDA 10.3x 18.8x AFFO & Adjusted EBITDA $ in thousands, except per share amounts and ratios (unaudited)
Notes: See unconsolidated joint venture NOI details and “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 13 Three Months Ended March 31, 2023 2022 Net Income (loss) available to common shareholders $(19,973) $(9,092) Add/(Deduct): Noncontrolling interest in operating partnership (2,329) (2,779) Noncontrolling interest in discontinued operations 293 1,881 Noncontrolling interest in consolidated joint ventures(a) (587) (974) Redeemable noncontrolling interest 6,366 6,437 Interest expense 22,014 11,607 Income tax expense 51 77 Depreciation and amortization 28,754 26,513 Deduct: Discontinued operations: Realized and unrealized (gains) losses on disposition of rental property, net (780) (1,836) Equity in (earnings) loss of unconsolidated joint ventures 68 487 Add: Company's share of property NOI's in unconsolidated joint ventures(1) 13,381 6,027 EBITDAre $47,258 $38,348 Add: Severance/Rebranding costs 1,148 7,642 Dead deal and transaction-related costs (1,027) — Land and other impairments 3,396 2,932 Gain on disposition of developable land 22 (2,623) Non-cash derivative expense — (22,664) Interest Derivative 1,133 — Adjusted EBITDAre $51,930 $23,635 (a) Noncontrolling interests in consolidated joint ventures: BLVD 425 17 (157) BLVD 401 (558) (703) Port Imperial Garage South (45) (89) Port Imperial Retail South 25 12 Other consolidated joint ventures (26) (68) Net losses in noncontrolling interests $(587) $(1,005) Depreciation in noncontrolling interest in consolidated JV's 712 700 Funds from operations - noncontrolling interest in consolidated JV's $125 $(305) Interest expense in noncontrolling interest in consolidated JV's 792 793 Net operating income before debt service in consolidated JV's $917 $488 EBITDAre - Quarterly Comparison $ in thousands (unaudited)
• 97% of the Company’s total debt portfolio (consolidated and unconsolidated) is hedged or fixed. The Company`s total debt portfolio has a weighted average interest rate of 4.4% and a weighted average maturity of 3.8 years $ in thousands 14 Balance % of Total Weighted Average Interest Rate(1) Weighted Average Maturity in Years Fixed Rate & Hedged Debt Fixed Rate & Hedged Secured Debt $1,827,360 100.0% 4.32% 3.5 Totals / Weighted Average $1,827,360 100.0% 4.32% 3.5 Unamortized Deferred Financing Costs (6,862) Total Consolidated Debt, net $1,820,498 Partners’ Share (73,474) VRE Share of Total Consolidated Debt, net(2) $1,747,024 Unconsolidated Secured Debt VRE Share $310,885 53.0% 4.99% 4.8 Partners’ Share 275,823 47.0% 4.99% 4.8 Total Unconsolidated Secured Debt $586,708 100.0% 4.99% 4.8 Pro Rata Debt Portfolio Fixed Rate & Hedged Secured Debt $2,000,195 96.9% 4.40% 3.9 Variable Rate Secured Debt 64,617 3.1% 5.90% 1.5 Total Pro Rata Debt Portfolio $2,064,812 100.0% 4.44% 3.8 Debt Summary & Maturity Schedule 1. The actual weighted average of floating rates (LIBOR and SOFR) for the Company’s outstanding variable rate debt was 4.62 percent as of March 31, 2023, plus the applicable spread. 2. Minority interest share of consolidated debt is comprised of $33.7 million at BLVD 425, $30.1 million at BLVD 401 and $9.6 million at Port Imperial South Garage. 3. Excludes the Revolving Credit Facility, which was terminated as of April 5. (3)
1. Effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable. 2. Includes a 1-year LIBOR cap strike rate at 4.0% with hedge expiring in October 2023. 3. Port Imperial Hotels sold on February 10, 2023 4. Includes a 3-year LIBOR cap at a strike rate of 1.0% with a hedge expiring October 2024. 5. On January 12, 2023, the Company executed an amendment to convert the loan on 145 Front St. from LIBOR+ to SOFR+ and placed a 9 months SOFR cap with a strike rate of 4%. The hedge expires in September 2023. 6. Includes a 2-year SOFR cap at a strike rate of 3.0% with hedge expiring June 2024. 7. The Revolving Credit Facility was terminated upon closing of the sale of Harborside 1, 2, & 3 on April 5. 15 Lender Effective Interest Rate(1) March 31, 2023 December 31, 2022 Date of Maturity Secured Construction Loans Haus25(2) QuadReal Finance LIBOR+2.70% $297,324 $297,324 12/01/24 Total Secured Construction Debt Secured Permanent Loans Port Imperial Hotels(3) Fifth Third Bank LIBOR + 3.40% $— $84,000 04/01/23 Portside at East Pier CBRE Capital Markets/Freddie Mac 3.57% 58,998 58,998 08/01/23 Signature Place Nationwide Life Insurance Company 3.74% 43,000 43,000 08/01/24 Liberty Towers American General Life Insurance Company 3.37% 265,000 265,000 10/01/24 Portside 2 at East Pier New York Life Insurance Co. 4.45% 97,000 97,000 03/10/26 BLVD 425 New York Life Insurance Co. 4.17% 131,000 131,000 08/10/26 BLVD 401 New York Life Insurance Co. 4.29% 117,000 117,000 08/10/26 The Upton(4) Bank of New York Mellon LIBOR + 1.58% 75,000 75,000 10/27/26 145 Front at City Square(5) MUFG Union Bank SOFR + 1.84% 63,000 63,000 12/10/26 RiverHouse 9(6) JP Morgan SOFR + 1.41% 110,000 110,000 06/21/27 Quarry Place at Tuckahoe Natixis Real Estate Capital, LLC 4.48% 41,000 41,000 08/05/27 BLVD 475 Northwestern Mutual Life 2.91% 165,000 165,000 11/10/27 RiverHouse 11 Northwestern Mutual Life 4.52% 100,000 100,000 01/10/29 Soho Lofts New York Community Bank 3.77% 160,000 160,000 07/01/29 Port Imperial Garage South American Generall Life & A/G PC 4.85% 32,038 32,166 12/01/29 The Emery New York Community Bank 3.21% 72,000 72,000 01/01/31 Principal Balance Outstanding $1,530,036 $1,614,164 Unamortized Deferred Financing Costs (6,862) (7,511) Total Secured Permanent Debt 1,523,174 1,606,653 Total Debt $1,820,498 $1,903,977 Secured Revolving Credit Facilities & Term Loans: Secured Revolving Credit Facility(7) 8 Lenders LIBOR + 2.75% — — 05/06/24 Total Consolidated Debt $1,820,498 $1,903,977 Debt Profile $ in thousands
Hotels $ in thousands except per SF Location Transaction Date Number of Buildings SF Percentage Leased Gross Asset Value Q1 2023 Dispositions Port Imperial Hotels Weehawken, NJ 2/10/2023 2 N/A N/A $97,000 Total Q1 2023 Dispositions 2 N/A N/A $97,000 Land $ in thousands Location Transaction Date Gross Asset Value(1) Q1 2023 Dispositions 101 Columbia Rd. Morris Plains, NJ 3/17/2023 $8,300 Total Q1 2023 Dispositions $8,300 1. This reflects percentage leased at the time of the sale on 4/5/2023. 16 Transaction Activity Dispositions Office $ in thousands except per SF Location Transaction Date Number of Buildings SF Percentage Leased(1) Gross Asset Value Q2 2023 Dispositions to Date Harborside 1, 2, & 3 Jersey City, NJ 4/05/2023 3 2,098,749 56% $420,000 Q2 2023 Dispositions to Date 3 2,098,749 56% $420,000
Property Units Physical Occupancy VRE's Nominal Ownership(1) Q1 2023 NOI(2) Total Debt VRE Share of Q1 NOI VRE Share of Debt Multifamily Urby Harborside 762 95.0% 85.0% $4,802 $187,807 $4,082 $159,636 RiverTrace at Port Imperial 316 95.9% 22.5% 2,162 82,000 486 18,450 Capstone at Port Imperial 360 94.2% 40.0% 2,866 135,000 1,146 54,000 Riverpark at Harrison 141 98.6% 45.0% 529 30,192 238 13,586 Metropolitan at 40 Park 130 93.8% 25.0% 1,001 42,567 250 10,642 Metropolitan Lofts 59 96.6% 50.0% 299 18,200 150 9,100 Station House 378 94.2% 50.0% 1,722 90,942 861 45,471 Total 2,146 95.1% 54.9% $13,381 $586,708 $7,213 $310,885 Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 1. Amounts represent the Company’s share based on ownership percentage. 2. The sum of property-level revenue, straight-line and ASC 805 adjustments; less: operating expense, real estate taxes and utilities. 17 Unconsolidated Joint Ventures $ in thousands
Operating Portfolio 18
Operating Highlights Rentable SF Avg. Size Year Complete Percentage Occupied Average Revenue per Home NOI Debt BalanceLocation Ownership Apartments Q1 2023 Q4 2022 Q1 2023 Q4 2022 Q1 2023 Q4 2022 NJ Waterfront Haus25 Jersey City, NJ 100.0% 750 618,000 824 2022 95.7% 88.3% $4,242 $4,193 $5,315 $4,479 $297,324 Liberty Towers Jersey City, NJ 100.0% 648 602,210 929 2003 96.3% 95.8% 3,850 3,838 4,261 3,609 265,000 BLVD 425 Jersey City, NJ 74.3% 412 369,515 897 2003 97.3% 96.1% 3,793 3,696 2,831 2,774 131,000 BLVD 475 Jersey City, NJ 100.0% 523 475,459 909 2011 96.7% 96.4% 3,870 3,852 3,548 3,288 165,000 BLVD 401 Jersey City, NJ 85.0% 311 273,132 878 2016 98.4% 96.1% 3,900 3,825 2,381 2,265 117,000 Soho Lofts Jersey City, NJ 100.0% 377 449,067 1,191 2017 96.3% 97.6% 4,414 4,409 2,693 2,287 160,000 Urby Harborside Jersey City, NJ 85.0% 762 474,476 623 2017 95.0% 95.1% 3,623 3,447 4,802 4,346 187,807 RiverHouse 9 Weehawken, NJ 100.0% 313 245,127 783 2021 97.4% 92.7% 3,865 3,512 2,293 2,066 110,000 RiverHouse 11 Weehawken, NJ 100.0% 295 250,591 849 2018 97.3% 96.3% 3,895 3,866 2,263 2,093 100,000 RiverTrace at Port Imperial West New York, NJ 22.5% 316 295,767 936 2014 95.9% 95.3% 3,546 3,544 2,162 2,050 82,000 Capstone at Port Imperial West New York, NJ 40.0% 360 337,991 939 2021 94.2% 95.0% 4,108 3,866 2,866 2,631 135,000 NJ Waterfront Subtotal 85.6% 5,067 4,391,335 867 96.2% 94.6% $3,919 $3,828 $35,415 $31,888 $1,750,131 Massachusetts Portside at East Pier East Boston, MA 100.0% 181 156,091 862 2015 95.4% 93.1% $3,039 $3,047 $1,042 $1,179 $58,998 Portside 2 at East Pier East Boston, MA 100.0% 296 230,614 779 2018 96.2% 95.5% 3,130 3,093 1,888 1,778 97,000 145 Front at City Square Worcester, MA 100.0% 365 304,936 835 2018 95.3% 95.6% 2,565 2,520 1,594 1,512 63,000 The Emery Revere, MA 100.0% 326 273,140 838 2020 95.1% 94.5% 2,623 2,601 1,391 1,207 72,000 Massachusetts Subtotal 100.0% 1,168 964,781 826 95.5% 94.9% $2,798 $2,769 $5,915 $5,676 $290,998 Other The Upton Short Hills, NJ 100.0% 193 217,030 1,125 2021 93.3% 89.1% $4,682 $4,680 $1,367 $1,487 $75,000 The James Park Ridge, NJ 100.0% 240 215,283 897 2021 93.4% 95.0% 2,797 2,882 1,330 1,116 — Signature Place Morris Plains, NJ 100.0% 197 203,716 1,034 2018 95.9% 95.9% 2,996 3,015 919 886 43,000 Quarry Place at Tuckahoe Eastchester, NY 100.0% 108 105,551 977 2016 97.2% 94.4% 4,115 3,915 701 655 41,000 RiverPark at Harrison Harrison, NJ 45.0% 141 124,774 885 2014 98.6% 95.7% 2,641 2,567 529 553 30,192 Metropolitian at 40 Park(1) Morristown, NJ 25.0% 130 124,237 956 2010 93.8% 96.9% 3,463 3,424 695 700 36,500 Metropolitian Lofts Morristown, NJ 50.0% 59 54,683 927 2018 96.6% 98.3% 3,495 3,466 299 266 18,200 Station House Washington, DC 50.0% 378 290,348 768 2015 94.2% 94.2% 2,763 2,694 1,722 1,708 90,942 Other Subtotal 72.8% 1,446 1,335,622 924 94.9% 94.5% $3,238 $3,210 $7,562 $7,371 $334,834 Operating Portfolio(2) 85.0% 7,681 6,691,738 871 95.9% 94.6% $3,621 $3,551 $48,892 $44,935 $2,375,963 Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. Unconsolidated joint venture income represented at 100% venture NOI. Average Revenue per Home is calculated as total apartment revenue for the quarter divided by the average percent occupied for the quarter, divided by the number of apartments and divided by three. 1. As of March 31, 2023, Priority Capital included Metropolitan at $20,914,422 (Prudential). 2. Operating Portfolio includes properties that have achieved over 95% leased for six consecutive weeks. Excludes approximately 190,525 sqft of ground floor retail, of which 100,152 sqft is leased. 19 Property Listing - Multifamily $ in thousands, except per home perating Portfolio(2) 85.0 7,681 6,691,738 871 95.9 94.6 $3,621 $3,551 $48,892 $44,935 $2,375,963
Commercial Location Ownership Spaces Rentable SF Year Complete Percentage Leased Q1 2023 Percentage Leased Q4 2022 NOI Q1 2023 NOI Q4 2022 Debt Balance Port Imperial Garage South Weehawken, NJ 70.0% 800 320,426 2013 N/A N/A $411 $561 $32,038 Port Imperial Garage North Weehawken, NJ 100.0% 786 304,617 2016 N/A N/A 13 (113) — Port Imperial Retail South Weehawken, NJ 70.0% 18,064 2013 100.0% 88.1% 165 142 — Port Imperial Retail North Weehawken, NJ 100.0% 8,400 2016 100.0% 100.0% 85 86 — Riverwalk at Port Imperial West New York, NJ 100.0% 30,423 2008 65.0% 65.0% 151 189 — Shops at 40 Park Morristown, NJ 25.0% 50,973 2010 69.0% 69.0% 306 302 6,067 Commercial Total 80.9% 732,903 75.5% 73.5% $1,131 $1,166 $38,105 Port Imperial Hotels (1) Weehawken, NJ 100.0% 372 keys N/A 2018 & 2019 N/A N/A $(599) $2,113 N/A Non-Residential Total 100.0% $(599) $2,113 Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 1. Port Imperial Hotels sold on February 10, 2023, debt repaid upon sale. NOI represents a partial quarter. 2. Total Waterfront figures do not include Harborside 1, 2, & 3 as the property was sold on 4/5/23. At quarter end Total Waterfront was 63.3% leased. 3. Average base rents + escalations reflect rental values on a triple net basis. 20 Property Listing - Commercial, Land Bank, & Other Non-Strategic Assets $ in thousands Land Bank Potential Units Inside JV Outside JV Total Hudson Waterfront 3,076 800 3,876 Greater NY/NJ 1,069 466 1,535 Boston Metro 864 — 864 Land Bank Total 5,009 1,266 6,275 Avg. Base Rent + Escalations Expirations (SF) Building Location Total SF Leased SF % Leased 2023 2024 2025 Harborside 5 Jersey City, NJ 977,225 382,093 39.1% $43.43 51,684 41,134 24,160 Harborside 6 Jersey City, NJ 231,856 47,542 20.5% 45.24 — — — Total Waterfront(2) 1,209,081 429,635 35.5% $43.63 51,684 41,134 24,160 23 Main Street(3) Holmdel, NJ 350,000 350,000 100.0% 19.12 350,000 — — Total Suburban 350,000 350,000 100.0% $19.12 350,000 — — Total Office Portfolio 1,559,081 779,635 50.0% $32.63 401,684 41,134 24,160
FFO, Core FFO, AFFO, NOI, Adjusted EBITDA, & EBITDAre (1) Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interest of $2,575 and $2,671 for the three months ended March 31, 2023 and 2022, respectively. Excludes non-real estate-related depreciation and amortization of $384 and $325 for the three months ended March 31, 2023 and 2022, respectively. (2) Funds from operations is calculated in accordance with the definition of FFO of the National Association of Real Estate Investment Trusts (Nareit). See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. (3) Includes free rent of $3,225 and $2,201 for the three months ended March 31, 2023 and 2022, respectively. Also includes the Company's share from unconsolidated joint ventures of $27 and $(305) for the three months ended March 31, 2023 and 2022, respectively. (4) Excludes expenditures for tenant spaces in properties that have not been owned by the Company for at least a year and excludes Collector`s Universe. (5) Net Debt calculated by taking the sum of senior unsecured notes, unsecured revolving credit facility, and mortgages, loans payable and other obligations, and deducting cash and cash equivalents and restricted cash, all at period end. (6) Calculated based on weighted average common shares outstanding, assuming redemption of Operating Partnership common units into common shares 9,146 and 8,665 shares for the three months ended March 31, 2023 and 2022, respectively, plus dilutive Common Stock Equivalents (i.e. stock options). 21 Endnotes
22 Q1 2023 Q4 2022 Multifamily Office / Corp Total Multifamily Office / Corp Total Net Income (loss) $(11,015) $(5,215) $(16,230) $(14,791) $55,686 $40,894 Deduct: Real estate services income (911) — (911) (888) — (888) Interest and other investment loss (income) (29) (87) (116) (1) (101) (102) Equity in (earnings) loss of unconsolidated joint ventures 68 — 68 647 — 647 General & Administrative - property level 3 — 3 (1,184) — (1,184) Realized and unrealized (gains) losses on disposition — (780) (780) 3,000 (72,380) (69,380) (Gain) loss on disposition of developable land — 22 22 486 — 486 (Gain) loss on sale of investment in unconsolidated joint venture — — — — (7,677) (7,677) (Gain) loss from early extinguishment of debt, net (12) 12 — — 1,014 1,014 Add: Real estate services expenses 1,897 46 1,943 2,479 35 2,514 General and administrative 1,354 8,932 10,286 2,400 9,850 12,250 Dead deal and transaction-related costs — 1,027 1,027 — 2,119 2,119 Depreciation and amortization 21,506 2,370 23,876 21,481 7,423 28,904 Interest expense 21,986 28 22,014 21,832 1,339 23,171 Property impairments — — — — 10,302 10,302 Land impairments 3,396 — 3,396 — — — Net operating income (NOI) $38,243 $6,355 $44,598 $35,461 $7,609 $43,070 Summary of Consolidated Multifamily NOI by Type (unaudited): Q1 2023 Q4 2022 Total Consolidated Multifamily - Operating Portfolio $35,817 $32,681 Total Consolidated Commercial $825 $864 Total NOI from Consolidated Properties (excl. unconsolidated JVs/subordinated interests): $36,642 $33,545 NOI (loss) from services, land/development/repurposing & other assets $1,601 $1,916 Total Consolidated Multifamily NOI $38,243 $35,461 Reconciliation of Net Income (Loss) to NOI (three months ended) $ in thousands (unaudited)
23 Company Information Corporate Headquarters Stock Exchange Listing Contact Information Veris Residential, Inc. New York Stock Exchange Veris Residential, Inc. Harborside 3, 210 Hudson St., Ste. Investor Relations Department Jersey City, New Jersey 07311 Trading Symbol Harborside 3, 210 Hudson St., Ste. 400 (732) 590-1010 Common Shares: VRE Jersey City, New Jersey 07311 Anna Malhari Chief Operating Officer E-Mail: amalhari@verisresidential.com Web: www.verisresidential.com Executive Officers Mahbod Nia Amanda Lombard Taryn Fielder Jeff Turkanis Chief Executive Officer Chief Financial Officer General Counsel and Secretary EVP and Chief Investment Officer Anna Malhari Chief Operating Officer Equity Research Coverage Bank of America Merrill Lynch BTIG, LLC Citigroup Deutsche Bank North America Josh Dennerlein Thomas Catherwood Nicholas Joseph Derek Johnston Evercore ISI Green Street Advisors JP Morgan Truist Steve Sakwa John Pawlowski Anthony Paolone Michael R. Lewis Any opinions, estimates, forecasts or predictions regarding Veris Residential, Inc's performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or predictions of Veris Residential, Inc. or its management. Veris Residential, Inc. does not by its reference above or distribution imply its endorsement of or concurrence with such opinions, estimates, forecasts or predictions. Company Information, Executive Officers & Analysts