vre-20221102
FALSE000092490100009249012022-11-022022-11-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 2, 2022
(Date of earliest event reported)
VERIS RESIDENTIAL, INC.
(Exact name of Registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
1-1327422-3305147
(Commission File No.)
(I.R.S. Employer
Identification No.)
Harborside 3, 210 Hudson St., Ste. 400, Jersey City, New Jersey 7311
(Address of Principal Executive Offices) (Zip Code)
(732590-1010
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01VRENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 2.02 Results of Operations and Financial Condition
On November 2, 2022, Veris Residential, Inc. (the "Company") issued a press release announcing its financial results for the third quarter 2022. A copy of the press release is attached hereto as Exhibit 99.2.
Item 7.01 Regulation FD Disclosure
For the quarter ended September 30, 2022, the Company hereby makes available supplemental data regarding its operations, as well as its multifamily real estate platform. The Company is attaching such supplemental data as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the foregoing, the Company hereby furnishes the following documents:
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit NumberExhibit Title
99.1
99.2
104.1The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
The information included in this Current Report on Form 8-K (including the exhibits hereto) is being furnished under Item 2.02, "Results of Operations and Financial Condition," Item 7.01, "Regulation FD Disclosure" and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibits) herein shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VERIS RESIDENTIAL, INC.
Date: November 2, 2022
By:/s/  MAHBOD NIA
Mahbod Nia
Chief Executive Officer
Date: November 2, 2022
By:
/s/  AMANDA LOMBARD
Amanda Lombard
Chief Financial Officer



EXHIBIT INDEX
Exhibit NumberExhibit Title
99.1
99.2
104.1The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Supplemental Operating and Financial Data Q3 2022 Exhibit 99.1


 
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. In addition, the extent to which the ongoing COVID-19 pandemic impacts us and our tenants and residents will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. 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, 2021. 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 third quarter 2022 earnings press release (included as Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed on November 2, 2022), 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 above. 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 above. 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 Q3 2022 Highlights • The 6,931-unit operating multifamily portfolio and Same Store 5,825-unit operating multifamily portfolio were 95.8% and 95.7% occupied, respectively, as of September 30, 2022 • Same Store Net Operating Income ("NOI") for the operating multifamily portfolio increased year-over-year by 20.8%, reflecting burn-off of existing concessions, increased revenue and reduction in controllable expenses • Achieved multifamily Blended Net Rental Growth Rate1 of 20% • Entered into an agreement to sell Harborside 1, 2, and 3 for an aggregate price of $420 million on September 21, 2022, which is expected to release approximately $350 million of net proceeds • Completed the sale of 101 Hudson Street for $346 million on October 7, 2022, releasing approximately $90 million of net proceeds used to pay down the revolving credit facility • 90% of the Company’s total debt portfolio (consolidated and unconsolidated) is hedged or fixed at a weighted average interest rate of 4.1%. The debt portfolio has a weighted average maturity of 4.4 years2 • Haus25, a 750-unit property located in Jersey City, NJ, was 83% leased and 76% occupied as of October 30, 2022, resulting in increased NOI contribution during the quarter • Earned 5 Star ESG rating from GRESB, the highest rating offered for distinguished ESG leadership and performance 1. Excludes Urby, Station House and RiverPark at Harrison; Blended Net Rental Growth Rate – weighted average of the net effective change in rent (inclusive of concessions) for a lease with a new resident or for a renewed lease on an apartment unit compared to the rent for the prior lease of the identical apartment unit. 2. As of September 30, 2022; excluding the revolving credit facility and mortgage on 101 Hudson Street, which was sold in the fourth quarter 2022, and including the Haus25 LIBOR cap. See endnotes for reconciliation.


 
Three Months Ended Three Months Ended September 30, 2022 June 30, 2022 September 30, 2022 June 30, 2022 Net Income / (Loss) per Diluted Share $(1.10) $0.25 Key Portfolio Statistics Core FFO per Diluted Share(1) $0.15 $0.15 Multifamily Portfolio Weighted Average - Diluted Shares(2) 100,377,927 100,352,307 Operating Units 6,931 6,691 Total Equity $1.7 billion $1.8 billion % Physical Occupancy 95.8% 97.1% Total Debt $2.3 billion $2.2 billion Average Rent per Home $3,373 $3,198 Total Capitalization $4.0 billion $4.1 billion Lease-Up Units 750 750 Debt-to-Undepreciated Assets 46.6% 45.2% Land Bank Units 5,459 5,459 Net Debt $2.2 billion $2.2 billion Office Portfolio Annualized Adjusted EBITDA(1) $173,724 $154,588 Area (sqft) 4.3 million 4.3 million Net Debt-to-Adjusted EBITDA 12.7x 14.1x Consolidated In-Service Properties 6 6 Interest Coverage Ratio(1) 2.0x 2.2x % Leased Office 72.4% 73.0% % Commenced Occupancy 70.1% 66.9% Cash Rental Rate Roll-Up/(Down)(3) N/A (4.0)% GAAP Rental Rate Roll-Up/(Down)(3) N/A (4.5)% Average In-Place Rent per sqft $37.92 $38.24 6 Q3 2022 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. Cash Rental Rate Roll-Up is the change in starting rent for applicable signed lease transactions in the period compared to the last month’s rent for the prior space leased. GAAP Rental Rate Roll-Up is the change in average monthly rent for applicable signed lease transactions in the period compared to the average monthly rent for the prior space leased.


 
Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. Net Asset Value (“NAV”) is the metric 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. Excludes other unconsolidated JV. 1. Please see Operating Portfolio – Multifamily details for breakdown. 2. Includes RiverHouse 9, Capstone at Port Imperial and The Upton. 3. See Lease-Up Portfolio details for costs. 4. Includes 2 land parcels under contract. 5. Based on 5,009 potential units. Real Estate Portfolio - Multifamily Other Assets Operating Multifamily NOI (Q3 Annualized)(1) Total At Share Cash and Cash Equivalents $22,496 New Jersey Waterfront $90,560 $76,800 Restricted Cash 24,356 Massachusetts 23,264 23,264 Other Assets 46,312 Other 18,152 11,530 Subtotal Other Assets $93,164 Lease-up Properties stabilized in Q4 2021(2) 22,176 16,788 The James (Stabilized NOI) 5,815 5,815 Haus25(3) (Stabilized NOI) 30,426 30,426 Liabilities Total Multifamily NOI $190,393 $164,623 Commercial (Q3 Annualized) 4,684 3,067 Operating - Consolidated Debt at Share $1,456,781 Hotels (Q3 Annualized) 5,716 5,716 Operating - Unconsolidated Debt at Share 312,556 Total NOI $200,793 $173,406 Lease-Up - Wholly Owned Debt 297,324 Lease-Up - Unfunded Wholly Owned Debt 2,676 Multifamily Land Value Hotels Debt 89,000 Other Liabilities 79,722 Gross Estimated Proceeds from Land Sales(4) 25,350 Subtotal Liabilities $2,238,059 Estimated Value of Land(5) 237,911 Other Considerations Rockpoint Interest $474,683 Outstanding Shares Common Shares (Outstanding as of September 30, 2022) 100,353,001 Fully Diluted Shares for Q3 2022 100,377,927 7 Components of Net Asset Value – Multifamily $ in thousands


 
Real Estate Portfolio - Office Other Assets Office NOI (Q3 Annualized) Total At Share Cash and Cash Equivalents $15,861 Waterfront(1) $34,240 $34,240 Restricted Cash 1,346 Suburban 4,596 4,596 Other Assets 153,477 Hotel 9,972 4,988 Subtotal Other Assets $170,684 Total GAAP NOI(2) $48,808 $43,824 Less: straight-lining of rents adj. and ASC 805 7,920 7,920 Liabilities Total Cash NOI(3) $40,888 $35,904 Revolving Credit Facility $109,000 Office Sales / Land Value Consolidated Property Debt 250,000 Unconsolidated Property Debt at Share 50,000 Estimated Value of Land(4) $79,608 Other Liabilities 57,095 Subtotal Liabilities $466,095 Other Considerations Preferred Equity / LP Interest $40,231 Outstanding Shares Common Shares (Outstanding as of September 30, 2022) 100,353,001 Fully Diluted Shares for Q3 2022 100,377,927 8 Components of Net Asset Value – Other $ in thousands Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. Net Asset Value (“NAV”) is the metric 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. Excludes other unconsolidated JV. 1. Excludes annualized Q3 Cash NOI from 101 Hudson Street. 2. The aggregate sum of: property-level revenue, straight-line and ASC 805 adjustments over the given time period; less: operating expense, real estate taxes and utilities over the same store portfolio. 3. The aggregate sum of: property-level revenue, excluding straight-line and ASC 805 adjustments over the given time period; less: operating expense, real estate taxes and utilities over the same store portfolio. 4. Estimated Land is based on the estimated buildable SF and marketable units at estimated market pricing. Includes Harborside Plaza 4, 3 Campus, Route 34 and Columbia.


 
Office $ in thousands (incl. per unit values) except per SF Location Transaction Date Number of Buildings SF Percentage Leased Gross Asset Value(1) Price per SF Q1 2022 Disposition 111 River Street Hoboken, NJ 01/21/22 1 566,215 81.3% $210,000 $371 Total Q1 2022 Disposition 1 566,215 81.3% $210,000 $371 Q4 2022 Dispositions to Date 101 Hudson Street Jersey City, NJ 10/07/22 1 1,246,283 81.0% $346,000 $278 Total Q4 2022 Dispositions to Date 1 1,246,283 81.0% $346,000 $278 Land Location Transaction Date Gross Asset Value(1) Q1 2022 Dispositions Palladium Residential Land West Windsor, NJ 03/22/22 $24,250 Palladium Commercial Land West Windsor, NJ 03/22/22 5,250 Total Q1 2022 Dispositions $29,500 Q2 2022 Dispositions Port Imperial Park Parcel Weehawken, NJ 04/15/22 $30,000 Urby II / III Jersey City, NJ 04/21/22 70,000 Total Q2 2022 Dispositions $100,000 1. Dispositions list gross sales proceeds at 100% ownership level. 9 Transaction Activity Dispositions Multifamily $ in thousands (incl. per unit values) except per SF Location Transaction Date Gross Asset Value Q3 2022 Acquisition The James Park Ridge, NJ 07/21/22 $129,600 Total Q3 2022 Acquisition $129,600 Acquisition


 
Multifamily Same Store(1) Three Months Ended September 30, Nine Months Ended September 30, Sequential 2022 2021 Change % 2022 2021 Change % Q3 2022 Q2 2022 Change % Total Property Revenues (GAAP) $48,241 $41,175 $7,066 17.2 % $138,879 $119,599 $19,280 16.1 % $48,241 $46,224 $2,017 4.4 % Marketing 892 1,326 (434) (32.7) % 2,496 3,721 (1,225) (32.9) % 892 802 90 11.2 % Payroll 3,296 3,130 166 5.3 % 9,650 8,898 752 8.5 % 3,296 3,206 90 2.8 % Repairs & Maintenance 3,545 3,436 109 3.2 % 9,882 9,558 324 3.4 % 3,545 3,192 353 11.1 % Total Controllable Expenses 7,733 7,892 (159) (2.0) % 22,028 22,177 (149) (0.7) % 7,733 7,200 533 7.4 % Utilities 1,304 1,349 (45) (3.3) % 3,926 4,198 (272) (6.5) % 1,304 1,111 193 17.4 % Insurance 1,083 874 209 23.9 % 3,250 2,647 603 22.8 % 1,083 1,082 1 0.1 % Real Estate Taxes 8,303 6,346 1,957 30.8 % 21,190 18,341 2,849 15.5 % 8,303 6,404 1,899 29.7 % Total Non-Controllable Expenses 10,690 8,569 2,121 24.8 % 28,366 25,186 3,180 12.6 % 10,690 8,597 2,093 24.3 % Management Fees & Other 1,851 1,558 293 18.8 % 5,577 4,782 795 16.6 % 1,851 1,872 (21) (1.1) % Total Property Expenses 20,274 18,019 2,255 12.5 % 55,971 52,145 3,826 7.3 % 20,274 17,669 2,605 14.7 % Same Store GAAP NOI(2) $27,967 $23,156 $4,811 20.8 % $82,908 $67,454 $15,454 22.9 % $27,967 $28,555 $(588) (2.1) % Total Units 5,825 5,825 - - 5,825 5,825 - - 5,825 5,825 - - % Ownership 83.9 % 83.9 % - - 83.9 % 83.9 % - - 83.9 % 83.9 % - - % Occupied - Quarter End 95.7 % 96.5 % (0.8) % - 95.7 % 96.5 % (0.8) % - 95.7 % 96.8 % (1.1) % - Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 1. Values represent the Company’s pro rata ownership of operating portfolio. Q3 2022 Real estate taxes include $1.2 million related to the first and second quarter. 2. Aggregate property-level revenue over the given period; less: operating expense, real estate taxes and utilities over the same period for the same store portfolio. 10 Same Store Performance $ in thousands (unaudited)


 
1. Includes mark-to-market lease intangible net assets of $13,135 and mark-to-market lease intangible net liabilities of $544 as of Q3 2022. 2. Includes Prepaid Expenses and Other Assets attributable to Multifamily of $24,352 as follows: (i) deposits of $5,117, (ii) other receivables of $4,077, (iii) other prepaids/assets of $11,973, and (iv) prepaid taxes of $3,185. September 30, 2022 December 31, 2021 ASSETS Multifamily Office/Corp. Elim. / Other Total Rental property Land and leasehold interests $370,857 $16,687 — $387,544 $348,505 Buildings and improvements 2,524,737 536,251 — 3,060,988 2,682,223 Tenant improvements 7,537 104,534 — 112,071 106,654 Furniture, fixtures and equipment 89,684 7,198 — 96,882 100,011 Land and improvements held for development 163,110 14,215 — 177,325 144,705 Development and construction in progress 37,555 170,425 — 207,980 694,768 3,193,480 849,310 — 4,042,790 4,076,866 Less – accumulated depreciation and amortization (242,623) (369,136) — (611,759) (583,416) 2,950,857 480,174 — 3,431,031 3,493,450 Rental property held for sale, net 188,070 276,884 — 464,954 618,646 Net Investment in Rental Property 3,138,927 757,058 — 3,895,985 4,112,096 Cash and cash equivalents 22,496 15,861 — 38,357 31,754 Restricted cash 24,356 1,346 — 25,702 19,701 Investments in unconsolidated joint ventures 129,575 — — 129,575 137,772 Unbilled rents receivable, net 3,471 50,884 — 54,355 72,285 Deferred charges, goodwill and other assets, net(1)(2) 40,855 102,242 (33,316) 109,781 151,347 Accounts receivable 1,986 351 — 2,337 2,363 Total Assets $3,361,666 $927,742 $(33,316) $4,256,092 $4,527,318 LIABILITIES & EQUITY Revolving credit facility — 109,000 — 109,000 148,000 Mortgages, loans payable and other obligations, net 1,908,501 249,205 — 2,157,706 2,241,070 Note payable to affiliate 33,316 — (33,316) — — Dividends and distributions payable — 110 — 110 384 Accounts payable, accrued expenses and other liabilities 38,519 42,099 — 80,618 134,977 Rents received in advance and security deposits 11,035 14,716 — 25,751 26,396 Accrued interest payable 4,966 965 — 5,931 5,760 Total Liabilities 1,996,337 416,095 (33,316) 2,379,116 2,556,587 Commitments and contingencies Redeemable noncontrolling interests 474,683 40,231 — 514,914 521,313 Total Stockholders’/Members Equity 852,486 349,093 — 1,201,579 1,281,982 Noncontrolling interests in subsidiaries: Operating Partnership — 122,560 — 122,560 127,053 Consolidated joint ventures 38,160 (237) — 37,923 40,383 Total Noncontrolling Interests in Subsidiaries $38,160 $122,323 $0 $160,483 $167,436 Total Equity $890,646 $471,416 $0 $1,362,062 $1,449,418 Total Liabilities and Equity $3,361,666 $927,742 $(33,316) $4,256,092 $4,527,318 11 Balance Sheet $ in thousands (unaudited)


 
Q3 2022 Q3 2021 REVENUES Multifamily Office/Corp. Less: Disc. Ops Total Revenue from leases: Base rents $48,434 $24,981 $(1,141) $72,274 $64,866 Escalations and recoveries from tenants 1,978 3,781 (268) 5,491 5,817 Real estate services 886 — — 886 2,628 Parking income 3,498 1,375 — 4,873 3,950 Hotel income 4,489 — — 4,489 3,018 Other income 1,077 2,266 — 3,343 1,905 Total revenues 60,362 32,403 (1,409) 91,356 82,184 EXPENSES Real estate taxes 10,077 4,923 (100) 14,900 11,764 Utilities 2,199 1,756 — 3,955 3,573 Operating services 13,381 7,344 (160) 20,565 17,135 Real estate services expenses 2,704 48 — 2,752 3,307 General and administrative(1) 2,755 10,112 (4) 12,863 11,288 Dead deal and transaction-related costs — 3 — 3 3,671 Depreciation and amortization 21,578 7,481 (99) 28,960 28,950 Property impairments — 84,509 — 84,509 — Land and other impairments 2,536 — — 2,536 3,401 Total expenses 55,230 116,176 (363) 171,043 83,089 Operating Income (expense) 5,132 (83,773) (1,046) (79,687) (905) OTHER (EXPENSE) INCOME Interest expense (19,866) (2,271) — (22,137) (15,200) Interest and other investment income (loss) 152 128 — 280 (4,731) Equity in earnings (loss) of unconsolidated joint ventures (304) — — (304) (1,724) Realized and unrealized gains (losses) on disposition (5,100) — — (5,100) (3,000) Gain (loss) on sale of unconsolidated joint venture interests — — — — (1,886) Total other income (expense) (25,118) (2,143) — (27,261) (26,541) Income from continuing operations (19,986) (85,916) (1,046) (106,948) (27,446) Income from discontinued operations — — 1,046 1,046 1,045 Realized gains (losses) on disposition — — — — 609 Total discontinued operations — — 1,046 1,046 1,654 Net Income (19,986) (85,916) — (105,902) (25,792) Noncontrolling interest in consolidated joint ventures 726 — — 726 1,137 Noncontrolling interests in Operating Partnership from continuing operations — 10,420 — 10,420 2,962 Noncontrolling interests in Operating Partnership in discontinued operations — (97) — (97) (150) Redeemable noncontrolling interest (6,016) (349) — (6,365) (6,471) Net income (loss) available to common shareholders $(25,276) $(75,942) $— $(101,218) $(28,314) Basic earnings per common share: Net income (loss) available to common shareholders $(1.10) $(0.33) Diluted earnings per common share: Net income (loss) available to common shareholders $(1.10) $(0.33) Basic weighted average shares outstanding 91,087 90,941 Diluted weighted average shares outstanding 100,378 99,975 1. General and administrative includes $1.4 million of General and administrative – property level which is also included in multifamily NOI. 12 Income Statement - Quarterly Comparison $ in thousands, except per share amounts (unaudited)


 
Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 REVENUES Multifamily Office/Corp. Less: Disc. Ops Total All Operations Less: Disc. Ops Total Revenue from leases: Base rents $129,340 $70,000 $(3,424) $195,916 $217,318 $(29,560) $187,758 Escalations and recoveries from tenants 4,530 11,148 (997) 14,681 18,094 (3,582) 14,512 Real estate services 2,693 — — 2,693 7,747 — 7,747 Parking income 9,948 3,856 — 13,804 10,538 (18) 10,520 Hotel income 10,442 — — 10,442 6,785 — 6,785 Other income 2,801 28,478 — 31,279 9,103 (21) 9,082 Total revenues 159,754 113,482 (4,421) 268,815 269,585 (33,181) 236,404 EXPENSES Real estate taxes 25,492 14,428 (488) 39,432 39,710 (4,317) 35,393 Utilities 5,851 5,514 — 11,365 13,326 (2,510) 10,816 Operating services 36,804 21,369 (502) 57,671 57,580 (6,180) 51,400 Real estate services expenses 7,906 129 — 8,035 9,838 — 9,838 General and administrative(1) 5,990 37,936 (7) 43,919 43,363 (23) 43,340 Dead deal and transaction-related costs 82 1,266 — 1,348 6,416 — 6,416 Depreciation and amortization 59,130 24,472 (790) 82,812 87,375 (2,149) 85,226 Property impairments — 84,509 — 84,509 6,041 — 6,041 Land and other impairments 9,368 — — 9,368 11,333 — 11,333 Total expenses 150,623 189,623 (1,787) 338,459 274,982 (15,179) 259,803 Operating Income (expense) 9,131 (76,141) (2,634) (69,644) (5,397) (18,002) (23,399) OTHER (EXPENSE) INCOME Interest expense (47,751) (7,118) — (54,869) (50,935) 1,571 (49,364) Interest and other investment income (loss) 212 415 — 627 (4,619) — (4,619) Equity in earnings (loss) of unconsolidated joint ventures 1,847 — — 1,847 (2,831) — (2,831) Realized and unrealized gains (losses) on disposition (5,100) (2,604) 4,440 (3,264) 25,990 (25,469) 521 Gain on disposition of developable land 55,126 2,622 — 57,748 111 — 111 Gain (loss) on sale of unconsolidated joint venture interests — — — (1,886) — (1,886) Gain (loss) from extinguishment of debt, net (129) (6,289) — (6,418) (46,735) — (46,735) Total other income (expense) 4,205 (12,974) 4,440 (4,329) (80,905) (23,898) (104,803) Income from continuing operations 13,336 (89,115) 1,806 (73,973) (86,302) (41,900) (128,202) Income from discontinued operations — — 2,634 2,634 — 16,431 16,431 Realized gains (losses) on disposition — — (4,440) (4,440) — 25,469 25,469 Total discontinued operations — — (1,806) (1,806) — 41,900 41,900 Net Income 13,336 (89,115) — (75,779) (86,302) — (86,302) Noncontrolling interest in consolidated joint ventures 2,484 — — 2,484 3,670 — 3,670 Noncontrolling interests in Operating Partnership from continuing operations — 8,356 — 8,356 13,084 — 13,084 Noncontrolling interests in Operating Partnership in discontinued operations — 170 — 170 (3,809) — (3,809) Redeemable noncontrolling interest (18,047) (1,121) — (19,168) (19,413) — (19,413) Net income (loss) available to common shareholders $(2,227) $(81,710) $— $(83,937) $(92,770) $— $(92,770) Basic earnings per common share: Net income (loss) available to common shareholders $(0.98) $(1.08) Diluted earnings per common share: Net income (loss) available to common shareholders $(0.98) $(1.08) Basic weighted average shares outstanding 91,022 90,803 Diluted weighted average shares outstanding 100,215 99,870 1. General and administrative includes $3.3 million of General and administrative – property level which is also included in multifamily NOI. 13 Income Statement - Year-to-Date 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) available to common shareholders $(101,218) $(28,314) $(83,937) $(92,770) Add (deduct): Noncontrolling interests in Operating Partnership (10,420) (2,962) (8,356) (13,084) Noncontrolling interests in discontinued operations 97 150 (170) 3,809 Real estate-related depreciation and amortization on continuing operations(1) 31,254 31,229 89,698 91,657 Real estate-related depreciation and amortization on discontinued operations 99 448 790 2,150 Property impairments on continuing operations 84,509 — 84,509 6,041 Impairment of unconsolidated joint venture investment (included in Equity in earnings) — — — (2) Gain on sale from unconsolidated joint ventures — 1,886 — 1,886 Continuing operations: Realized and unrealized (gains) losses on disposition of rental property, net 5,100 3,000 3,264 (521) Discontinued operations: Realized and unrealized (gains) losses on disposition of rental property, net — (609) 4,440 (25,469) Funds from operations(2) $9,421 $4,828 $90,238 $(26,303) Add/(Deduct): (Gain)/Loss from extinguishment of debt, net — — 6,418 46,735 Dead deal and other post-sale items in other income/expense — — — (2,957) Dead deal and transaction-related costs 3 3,671 1,348 6,416 Land and other impairments 2,536 3,401 9,368 11,333 Loan receivable loss allowance — 5,152 — 5,152 (Gain) on disposition of developable land — — (57,748) (111) CEO and related management changes costs — — — 2,089 Severance/Rebranding costs 3,377 438 12,244 8,696 Lease breakage fee, net — — (22,664) — Interest - derivative (211) — (213) — Core FFO $15,126 $17,490 $38,991 $51,050 Diluted weighted average shares/units outstanding(6) 100,378 99,975 100,215 99,870 Funds from operations per share-diluted $0.09 $0.05 $0.90 $(0.26) Core Funds from Operations per share/unit-diluted $0.15 $0.17 $0.39 $0.51 Dividends declared per common share $0.00 $0.00 $0.00 $0.00 FFO & Core FFO $ in thousands except per share and ratios (unaudited) 14


 
Notes: See endnotes and “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 15 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Core FFO (calculated on previous page) $15,126 $17,490 $38,991 $51,050 Add (Deduct) Non-Cash Items: Straight-line rent adjustments(3) (2,660) (4,316) 3,967 (7,850) Amortization of market lease intangibles, net (18) (536) (124) (2,187) Amortization of lease inducements 37 (18) 112 (27) Amortization of stock compensation 2,872 2,784 8,510 7,994 Non-real estate depreciation and amortization 283 325 933 979 Amortization of debt discount/(premium) and mark-to-market, net — — — 231 Amortization of deferred financing costs 1,244 1,179 3,601 3,369 Deduct: Non-incremental revenue generating capital expenditures: Building improvements (5,752) (5,651) (11,244) (11,006) Tenant improvements and leasing commissions(4) (2,936) (1,136) (9,197) (2,408) Tenant improvements and leasing commissions on space vacant for more than one year (3,379) (5,479) (19,277) (14,635) Core AFFO(2) $4,817 $4,642 $16,272 $25,510 Core FFO (calculated on previous page) $15,126 $17,490 $38,991 $51,050 Deduct: Equity in earnings (loss) of unconsolidated joint ventures, net 304 1,724 (1,847) 2,831 Equity in earnings share of depreciation and amortization (2,576) (2,605) (7,819) (7,411) Add-back: Interest expense 22,137 15,200 54,869 50,934 Recurring JV distributions 2,911 1,024 9,529 5,790 Income (loss) in noncontrolling interest in consolidated joint ventures (726) (1,137) (2,484) (3,669) Redeemable noncontrolling interest 6,365 6,471 19,168 19,412 Income tax expense (110) 125 95 278 Adjusted EBITDA $43,431 $38,292 $110,502 $119,215 Net debt at period end(5) 2,202,647 2,331,830 2,202,647 2,331,830 Net debt to Adjusted EBITDA 12.7x 15.2x 14.9x 14.7x 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”. 16 Three Months Ended September 30, 2022 2021 Net Income (loss) available to common shareholders $(101,218) $(28,314) Add/(Deduct): Noncontrolling interest in operating partnership (10,420) (2,962) Noncontrolling interest in discontinued operations 97 150 Noncontrolling interest in consolidated joint ventures(a) (726) (1,137) Redeemable noncontrolling interest 6,365 6,471 Interest expense 22,137 15,200 Income tax expense (110) 125 Depreciation and amortization 29,060 29,397 Deduct: Continuing operations: Realized and unrealized (gains) losses on disposition of rental property, net 5,100 3,000 Discontinued operations: Realized and unrealized (gains) losses on disposition of rental property, net — (609) (Gain)/loss on sale from unconsolidated joint ventures — 1,886 Equity in (earnings) loss of unconsolidated joint ventures 304 1,724 Add: Property Impairments 84,509 — Company's share of property NOI's in unconsolidated joint ventures(1) 8,019 6,283 EBITDAre $43,117 $31,214 Add: Severance/Rebranding costs 3,377 438 Dead deal and transaction-related costs (3) 3,671 Land and other impairments 2,536 3,401 Loan receivable loss allowance — 5,152 Interest - derivative (211) — Adjusted EBITDAre $48,816 $43,876 (a) Noncontrolling interests in consolidated joint ventures: BLVD 425 (83) (192) BLVD 401 (618) (752) Port Imperial Garage South (32) (111) Port Imperial Retail South 21 (33) Other consolidated joint ventures (14) (49) Net losses in noncontrolling interests $(726) $(1,137) Depreciation in noncontrolling interest in consolidated JV's 705 693 Funds from operations - noncontrolling interest in consolidated JV's $(21) $(444) Interest expense in noncontrolling interest in consolidated JV's 791 807 Net operating income before debt service in consolidated JV's $770 $363 EBITDAre - Quarterly Comparison $ in thousands (unaudited)


 
• 90% of the Company’s total debt portfolio (consolidated and unconsolidated) is hedged or fixed at a weighted average interest rate of 4.1%. The debt portfolio has a weighted average maturity of 4.4 years3 $ in thousands Debt Maturity Schedule (As of October 30, 2022) $297 $148 $308 $483 $316 $292 $72 $34 $216 Construction Multifamily secured Revolver Unused Revolver Capacity 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 17 Balance % of Total Weighted Average Interest Rate(1) Weighted Average Maturity in Years Fixed Rate Debt Fixed Rate Secured Debt $1,717,291 75.5% 3.69% 4.3 Variable Rate Debt Variable Rate Secured Debt 558,324 24.5% 5.42% 2.0 Totals / Weighted Average $2,275,615 100.0% 3.70% 4.0 Unamortized Deferred Financing Costs (8,909) Total Consolidated Debt, net $2,266,706 Partners’ Share (73,511) VRE Share of Total Consolidated Debt, net(2) $2,193,195 Unconsolidated Secured Debt VRE Share 362,556 52.6% 4.26% 5.4 Partners’ Share 326,518 47.4% 4.26% 5.4 Total Unconsolidated Secured Debt $689,074 100.0% 4.26% 5.4 Pro Rata Debt Portfolio(3) Fixed Rate & Hedged Secured Debt 1,979,919 89.8% 4.11% 4.4 Variable Rate Secured Debt 225,741 10.2% 4.95% 2.0 Total Pro Rata Debt Portfolio $2,205,660 100.0% 4.19% 4.2 Debt Summary & Maturity Schedule 1. The actual weighted average of floating rates (LIBOR and SOFR) for the Company’s outstanding variable rate debt was 2.72 percent as of September 30, 2022, 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 $9.7 million at Port Imperial South Garage. 3. As of September 30, 2022; excluding the revolving credit facility and mortgage on 101 Hudson Street, which was sold in the fourth quarter 2022, and including the Haus25 LIBOR cap. See endnotes for reconciliation.


 
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. Haus25 construction loan can be extended to December 1, 2025. 3. Includes a 3-year LIBOR cap at a strike rate of 1.0%. 4. Includes a 2-year SOFR cap at a strike rate of 3.0%. 18 Lender Effective Interest Rate(1) September 30, 2022 Date of Maturity Secured Construction Loans Haus25(2) QuadReal Finance LIBOR+ 2.70% 297,324 12/01/24 Total Secured Construction Debt 297,324 Secured Permanent Loans - Multifamily and Office Marriott Hotels at Port Imperial Fifth Third Bank LIBOR+ 3.40% 89,000 04/01/23 Portside at East Pier CBRE Capital Markets/FreddieMac 3.57% 58,998 08/01/23 Signature Place Nationwide Life Insurance Company 3.74% 43,000 08/01/24 Liberty Towers American General Life Insurance Company 3.37% 265,000 10/01/24 Portside II at East Pier New York Life Insurance Co. 4.56% 97,000 03/10/26 BLVD 425 New York Life Insurance Co. 4.17% 131,000 08/10/26 BLVD 401 New York Life Insurance Co. 4.29% 117,000 08/10/26 The Upton(3) Bank of New York Mellon LIBOR+ 1.58% 75,000 10/27/26 145 Front at City Square MUFG Union Bank LIBOR+ 1.84% 63,000 12/10/26 RiverHouse 9(4) Bank of New York Mellon SOFR + 1.41% 110,000 06/21/27 Quarry Place at Tuckahoe Natixis Real Estate Capital LLC 4.48% 41,000 08/05/27 BLVD 475 Northwestern Mutual Life 2.91% 165,000 11/10/27 RiverHouse 11 Northwestern Mutual Life 4.52% 100,000 01/10/29 Soho Lofts New York Community Bank 3.77% 160,000 07/01/29 Port Imperial Garage South American General Life & A/G PC 4.85% 32,293 12/01/29 The Emery New York Community Bank 3.21% 72,000 01/01/31 101 Hudson Wells Fargo CMBS 3.20% 250,000 10/11/26 Principal Balance Outstanding 1,869,291 Unamortized Deferred Financing Costs (8,909) Total Secured Permanent Debt 1,860,382 Total Debt 2,157,706 Secured Revolving Credit Facilities & Term Loans: Secured Revolving Credit Facility 8 Lenders LIBOR + 2.75% 109,000 05/06/24 Total Consolidated Debt 2,266,706 Debt Profile $ in thousands


 
Property Units Physical Occupancy VRE's Nominal Ownership(1) Q3 2022 NOI(2) Total Debt VRE Share of Q3 NOI VRE Share of Debt Multifamily Urby Harborside 762 97.1% 85.0% $4,755 $189,201 $4,042 $160,821 RiverTrace at Port Imperial 316 95.9% 22.5% 1,989 82,000 448 18,450 Capstone at Port Imperial 360 97.2% 40.0% 2,245 135,000 898 54,000 Riverpark at Harrison 141 96.7% 45.0% 469 30,192 211 13,586 Metropolitan at 40 Park 130 96.2% 25.0% 905 42,567 226 10,642 Metropolitan Lofts 59 100.0% 50.0% 268 18,200 134 9,100 Station House 378 94.4% 50.0% 1,606 91,914 803 45,957 Subtotal - Multifamily 2,146 96.5% 54.9% $12,237 $589,074 $6,762 $312,556 Retail/Hotel Hyatt Regency Jersey City 351 80.3% 50.0% $2,493 $100,000 $1,247 $50,000 Total Operating $14,730 $689,074 $8,009 $362,556 Other Unconsolidated JVs $21 — $10 — Total Unconsolidated JVs $14,751 $689,074 $8,019 $362,556 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. 19 Unconsolidated Joint Ventures $ in thousands


 
Multifamily Portfolio 20


 
Operating Highlights Rentable SF Avg. Size Year Complete Percentage Occupied Average Revenue per Home NOI Debt BalanceLocation Ownership Apartments Q3 2022 Q2 2022 Q3 2022 Q2 2022 Q3 2022 Q2 2022 New Jersey Waterfront Liberty Towers Jersey City, NJ 100.0% 648 602,210 929 2003 95.8% 98.3% $3,761 $3,496 $3,828 $4,354 $265,000 BLVD 425 Jersey City, NJ 74.3% 412 369,515 897 2003 96.8% 98.1% 3,499 3,231 2,420 2,395 131,000 BLVD 475 Jersey City, NJ 100.0% 523 475,459 909 2011 96.7% 95.6% 3,636 3,357 3,184 3,038 165,000 BLVD 401 Jersey City, NJ 74.3% 311 273,132 878 2016 95.8% 96.8% 3,740 3,484 2,186 1,972 117,000 Soho Lofts Jersey City, NJ 100.0% 377 449,067 1,191 2017 96.8% 97.3% 4,221 3,925 2,281 2,400 160,000 Urby Harborside Jersey City, NJ 85.0% 762 474,476 623 2017 97.1% 97.4% 3,393 3,319 4,755 4,991 189,201 RiverHouse 9 Weehawken, NJ 100.0% 313 245,127 783 2021 99.0% 100.0% 3,233 3,178 1,876 1,855 110,000 RiverHouse 11 Weehawken, NJ 100.0% 295 250,591 849 2018 94.2% 97.6% 3,735 3,559 1,997 2,074 100,000 RiverTrace at Port Imperial West New York, NJ 22.5% 316 295,767 936 2014 95.9% 96.8% 3,428 3,270 1,989 1,896 82,000 Capstone at Port Imperial West New York, NJ 40.0% 360 337,991 939 2021 97.2% 99.2% 3,439 3,231 2,245 2,063 135,000 New Jersey Waterfront Subtotal 82.4% 4,317 3,773,335 874 96.6% 97.6% $3,603 $3,402 $26,761 $27,038 $1,454,201 Massachusetts Portside at East Pier East Boston, MA 100.0% 181 156,091 862 2015 93.7% 98.3% $3,036 $2,928 $1,165 $1,181 $58,998 Portside II at East Pier East Boston, MA 100.0% 296 230,614 779 2018 94.8% 95.1% 3,138 2,989 1,834 1,782 97,000 145 Front at City Square Worcester, MA 100.0% 365 304,936 835 2018 95.3% 95.6% 2,474 2,337 1,484 1,410 63,000 The Emery Revere, MA 100.0% 326 273,140 838 2020 92.9% 96.6% 2,578 2,490 1,333 1,429 72,000 Massachusetts Subtotal 100.0% 1,168 964,781 826 94.3% 96.2% $2,758 $2,637 $5,816 $5,802 $290,998 Other The Upton Short Hills, NJ 100.0% 193 217,030 1,125 2021 95.3% 96.9% $4,307 $3,846 $1,423 $1,181 $75,000 The James Park Ridge, NJ 100.0% 240 215,283 897 2021 91.7% N/A N/A N/A N/A N/A N/A Signature Place Morris Plains, NJ 100.0% 197 203,716 1,034 2018 94.4% 99.0% 2,982 2,848 900 840 43,000 Quarry Place at Tuckahoe Eastchester, NY 100.0% 108 105,551 977 2016 92.6% 96.3% 3,868 3,693 681 666 41,000 RiverPark at Harrison Harrison, NJ 45.0% 141 124,774 885 2014 96.7% 95.7% 2,440 2,369 469 450 30,192 Metropolitan at 40 Park(1) Morristown, NJ 25.0% 130 124,237 956 2010 96.2% 96.9% 3,283 3,243 614 758 36,500 Metropolitan Lofts Morristown, NJ 50.0% 59 54,683 927 2018 100.0% 94.9% 3,416 3,327 268 263 18,200 Station House Washington, DC 50.0% 378 290,348 768 2015 94.4% 93.4% 2,602 2,587 1,606 1,740 91,914 Other Subtotal 72.8% 1,446 1,335,622 924 94.5% 95.9% $3,145 $3,011 $5,961 $5,898 $335,806 Operating Portfolio(2) 83.3% 6,931 6,073,738 876 95.8% 97.1% $3,373 $3,198 $38,538 $38,738 $2,081,005 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 September 30, 2022, Priority Capital included Metropolitan at $20,914,422 (Prudential). 2. Operating Portfolio is properties that have achieved over 95% leased for six consecutive weeks. Excludes approximately 168,000 sqft of ground floor retail. 21 Operating Portfolio - Multifamily $ in thousands, except per home


 
Commercial Location Ownership Spaces Rentable SF Year Complete Percentage Leased Q3 2022 Percentage Leased Q2 2022 NOI Q3 2022 NOI Q2 2022 Debt Balance Port Imperial Garage South Weehawken, NJ 70.0% 800 320,426 2013 N/A N/A $461 $527 $32,293 Port Imperial Garage North Weehawken, NJ 100.0% 786 304,617 2016 N/A N/A (24) (19) — Port Imperial Retail South Weehawken, NJ 70.0% 18,064 2013 88.1% 88.1% 159 149 — Port Imperial Retail North Weehawken, NJ 100.0% 8,400 2016 100.0% 100.0% 111 113 — Riverwalk at Port Imperial West New York, NJ 100.0% 30,423 2008 65.0% 65.0% 173 152 — Shops at 40 Park Morristown, NJ 25.0% 50,973 2010 69.0% 69.0% 291 309 6,067 Commercial Total 80.9% 732,903 73.5% 73.5% $1,171 $1,231 $38,360 Hotels Location Ownership Keys Year Complete Average Occupancy Q3 2022 Average Occupancy Q2 2022 ADR Q3 2022 ADR Q2 2022 NOI Q3 2022 NOI Q2 2022 Debt Balance Envue, Autograph Collection Weehawken, NJ 100.0% 208 2019 67.4% 73.7% $232 $219 $619 $975 Residence Inn at Port Imperial Weehawken, NJ 100.0% 164 2018 85.5% 83.7% 214 204 810 711 Marriott Hotels at Port Imperial 100.0% 372 75.4% 78.1% $446 $423 $1,429 $1,686 $89,000 Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 22 Operating Portfolio - Commercial $ in thousands


 
Project Capitalization - Total Capital as of Q3 2022 Development Schedule Location Ownership Apartment Homes/ Keys Costs Debt(1) VRE Capital Third Party Capital Dev Costs(2) Debt Balance Start Initial Occupancy Project Stabilization Projected Stabilized Yield on Cost Projected Stabilized NOI Consolidated Haus25 Jersey City, NJ 100.0% 750 $469,510 $300,000 $169,510 — $466,834 $297,324 Q1 2019 Q2 2022 Q1 2023 6.48% $30,426 Land Bank Potential Units Hudson Waterfront 3,526 Greater NY/NJ 1,069 Boston Metro 864 Land Bank Total 5,459 23 Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. NOI amounts are projected only. Lease-Up Portfolio are the assets that have commenced initial operations but have not yet achieved Project Stabilization, achieved over 95% leased for six consecutive weeks. Total Costs represents full project budget, including land and developer fees, and interest expense through project completion as evidenced by a certificate of completion or issuance of a final or temporary certificate of occupancy. VRE Capital represents cash equity that the Company has contributed or has a future obligation to contribute to a project. Projected Stabilized NOI assumes NOI at projected property revenue at 95% occupancy. Projected Stabilized Yield on Cost represents Projected Stabilized NOI divided by Total Costs. 1. Represents maximum loan proceeds. 2. Represents development costs funded with debt or capital as of September 30, 2022. Lease-Up Portfolio & Land Bank • There is no remaining equity to be funded $ in thousands


 
24 Office Portfolio


 
1. Includes annualized base rental revenue plus escalations for square footage leased to commercial and retail tenants only. Excludes leases for amenity, parking and month-to-month tenants. Annualized base rental revenue plus escalations is based on actual September 2022 billings times 12. For leases whose rent commences after October 1, 2022 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. 2. Harborside 1 was taken out of service in Q4 2019. 3. Average base rents + escalations reflect rental values on a triple net basis. Avg. Base Rent + Escalations(1) 2022 Expirations Building Location Total SF Leased SF % Leased SF % Total In-Place Rent 101 Hudson Jersey City, NJ 1,246,283 1,009,843 81.0% $39.35 11,004 1% $34.57 Harborside 2 & 3 Jersey City, NJ 1,487,222 1,299,986 87.4% 39.97 22,300 1% 42.00 Harborside 5 Jersey City, NJ 977,225 400,079 40.9% 43.64 9,102 1% 52.27 Harborside 6 Jersey City, NJ 231,856 47,542 20.5% n/a — —% — Total Waterfront (In-Service) 3,942,586 2,757,450 69.9% $40.30 42,406 1% $42.28 Harborside 1(2) Jersey City, NJ 399,578 — N/A N/A N/A N/A N/A Total Waterfront 4,342,164 2,757,450 63.5% $40.30 42,406 1% $42.28 23 Main Street(3) Holmdel, NJ 350,000 350,000 100.0% 19.12 — —% — Total Suburban 350,000 350,000 100.0% $19.12 — —% $— Total In-Service Office Portfolio 4,292,586 3,107,450 72.4% $37.92 42,406 1% $42.28 25 Property Listing


 
1. Inclusive of escalations. Leasing Rollforwards For the three months ended September 30, 2022 Leased (%) Q2 2022 Inventory Q2 2022 Leased (SF) Q2 2022 Inventory Acquired/ Disposed Leased (SF) Acquired/ Disposed Expiring/ Adj. SF Incoming SF Net Leasing Activity Inventory Q3 2022 Leased (SF) Q3 2022 Leased (%) Q3 2022 Waterfront 70.6% 3,942,586 2,784,707 — — (29,601) 2,344 (27,257) 3,942,586 2,757,450 69.9% Suburban 100.0% 350,000 350,000 — — — — — 350,000 350,000 100.0% Subtotals 73.0% 4,292,586 3,134,707 — — (29,601) 2,344 (27,257) 4,292,586 3,107,450 72.4% Leasing Activity For the three months ended September 30, 2022 Number of Transactions Total SF New Leases SF Renewed / Other Retained (SF) Weighted SF Weighted Avg. Term (Yrs) Wtd. Avg. Base Rent ($)(1) Wtd. Avg. Costs SF Per Year ($) Waterfront 1 2,344 — 2,344 2,344 7.5 $46.29 $3.37 Suburban — — — — — — — — Subtotals 1 2,344 — 2,344 2,344 7.5 $46.29 $3.37 26 Leasing Rollforwards & Activity For the nine months ended September 30, 2022 Leased (%) Q4 2021 Inventory Q4 2021 Leased (SF) Q4 2021 Inventory Acquired/ Disposed Leased (SF) Acquired/ Disposed Expiring/ Adj. SF Incoming SF Net Leasing Activity Inventory Q3 2022 Leased (SF) Q3 2022 Leased (%) Q3 2022 Waterfront 72.0% 4,508,801 3,244,653 (566,215) (460,352) (195,566) 168,715 (26,851) 3,942,586 2,757,450 69.9% Suburban 100.0% 350,000 350,000 — — — — — 350,000 350,000 100.0% Subtotals 74.0% 4,858,801 3,594,653 (566,215) (460,352) (195,566) 168,715 (26,851) 4,292,586 3,107,450 72.4%


 
1. Annualized base rental revenue plus escalations is based on actual September 2022 billings times 12. For leases whose rent commences after October 1, 2022 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. 2. Represents the percentage of space leased and annual base rental revenue to commercial tenants only. 3. Collectors Universe – 16,393 square feet expire in 2023; 130,419 square feet expire in 2038. 4. Tp Icap Americas Holdings – 63,372 square feet expire in 2023; 37,387 square feet expire in 2033. 5. First Data Corporation – 8,014 square feet expire in 2026; 56,181 square feet expire in 2029. 6. BETMGM – 22,300 square feet expire in 2022; 49,043 square feet expire in 2032. Number of Properties Annualized Base Rental Revenue ($'000)(1) Company Annualized Base Rental Revenue (%)(2) Square Feet Leased Total Company Leased SF (%)(2) Year of Lease Expiration Merrill Lynch Pierce Fenner 1 $9,612 9.5% 388,207 13.2% 2027 MUFG Bank Ltd. 1 $5,689 5.6% 137,076 4.7% 2029 Collectors Universe, Inc. 1 $5,545 5.5% 146,812 5.0% (3) E-Trade Financial Corporation 1 $5,505 5.4% 132,265 4.5% 2031 Vonage America Inc. 1 $5,124 5.1% 350,000 11.9% 2023 Sumitomo Mitsui Banking Corp 1 $4,624 4.6% 111,105 3.8% 2036 Arch Insurance Company 1 $4,326 4.3% 106,815 3.6% 2024 Brown Brothers Harriman & Co. 1 $4,018 4.0% 114,798 3.9% 2026 Tp Icap Americas Holdings Inc 1 $3,446 3.4% 100,759 3.4% (4) First Data Corporation 1 $3,437 3.4% 64,195 2.2% (5) Cardinia Real Estate 1 $3,239 3.2% 79,771 2.7% 2032 New Jersey City University 1 $3,058 3.0% 84,929 2.9% 2035 Zurich American Ins. Co. 1 $2,989 2.9% 64,414 2.2% 2032 BETMGM, LLC 1 $2,800 2.8% 71,343 2.4% (6) Amtrust Financial Services 1 $2,614 2.6% 76,892 2.6% 2023 Totals $66,026 65.3% 2,029,381 69.0% 27 Top 15 Tenants


 
1. Includes office & standalone retail property tenants only. Excludes leases for amenity, retail, parking & month-to-month tenants. Some tenants have multiple leases. 2. Annualized base rental revenue plus escalations is based on actual September 2022 billings times 12. For leases whose rent commences after October 1, 2022 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. 3. Includes leases in effect as of the period end date, some of which have commencement dates in the future. 28 Year of Expiration/Market Number of Leases Expiring(1) Net Rentable Area Subject to Expiring Leases (SF) Percentage of Total Leased Square Feet Represented by Expiring Leases (%) Annualized Base Rental Revenue Under Expiring Leases ($'000)(2)(3) Average Annualized Base Rent Per Net Rentable Square Foot Represented by Expiring Leases ($) Percentage of Annual Base Rent Under Expiring Leases (%) 2022 Waterfront 7 42,406 1.4% $1,785 $42.08 1.8% Total – 2022 7 42,406 1.4% $1,785 $42.08 1.8% 2023 Waterfront 15 352,464 12.0% $13,411 $38.05 13.2% Suburban 1 350,000 11.9% $5,124 $14.64 5.1% Total – 2023 16 702,464 23.9% $18,535 $26.22 18.3% 2024 Waterfront 12 195,694 6.7% $7,636 $39.02 7.5% Total – 2024 13 195,694 6.7% $7,636 $39.86 7.5% 2025 Waterfront 12 115,660 3.9% $3,770 $32.60 3.7% Total – 2025 12 115,660 3.9% $3,770 $32.60 3.7% 2026 Waterfront 10 238,717 8.1% $8,203 $34.36 8.1% Total – 2026 10 238,717 8.1% $8,203 $34.36 8.1% 2027 Waterfront 7 422,375 14.4% $11,131 $26.35 11.0% Total – 2027 7 422,375 14.4% $11,131 $26.35 11.0% 2028 and thereafter Waterfront 33 1,224,699 41.6% $50,302 $41.07 49.6% TOTAL – 2028 and thereafter 33 1,224,699 41.6% $50,302 $41.07 49.6% Totals by Type Waterfront 96 2,592,015 88.1% $96,238 $37.13 94.9% Suburban 1 350,000 11.9% $5,124 $14.64 5.1% Totals/Weighted Average 97 2,942,015 100.0% $101,362 $34.45 100.0% Lease Expirations


 
FFO, Core FFO, AFFO, NOI, Adjusted EBITDA, & EBITDAre (1) Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interest of $2,577 and $2,605 for the three months ended September 30, 2022 and 2021, respectively and $7,819 and $7,413 for the nine months September 30, 2022 and 2021, respectively. Excludes non-real estate-related depreciation and amortization of $283 and $325 for the three months ended September 30, 2022 and 2021, respectively, and $933 and $979 for the nine months ended September 30, 2022 and 2021, 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 $5,942 and $6,642 for the three months ended September 30, 2022 and 2021, respectively and $10,060 and $14,831 for the nine months ended September 30, 2022 and 2021, respectively. Also includes the Company's share from unconsolidated joint ventures of $(195) and $687 for the three months ended September 30, 2022 and 2021, respectively and $(819) and $821 for the nine months ended September 30, 2022 and 2021, respectively. (4) Excludes expenditures for tenant spaces in properties that have not been owned by the Company for at least a year. (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 (8,615 and 8,708 shares for the three months ended September 30, 2022 and 2021, respectively and 8,633 and 8,758 shares for the nine months ended September 30, 2022 and 2021, respectively), plus dilutive Common Stock Equivalents (i.e. stock options). Pro Forma Debt Portfolio Reconciliation 29 Endnotes Q3 2022 VRE Share of Total Consolidated Debt, net $2,193,195 101 Hudson Mortgage debt - assumed by purchaser on October 7, 2022 (250,000) Revolving Line of Credit (109,000) Unamortized Deferred Financing Costs 8,909 Subtotal $1,843,104 VRE's Share of Unconsolidated Joint Venture Debt 362,556 Total Pro Rata Debt Portfolio $2,205,660 $ in thousands


 
30 Q3 2022 Q2 2022 Multifamily Office / Corp Disc Ops Total Multifamily Office / Corp Total Net Income (loss) $(19,986) $(85,916) — $(105,902) $44,677 $(8,027) $36,650 Deduct: Real estate services income (886) — — (886) (896) — (896) Interest and other investment loss (income) (152) (128) — (280) 59 130 189 Equity in (earnings) loss of unconsolidated joint ventures 304 — — 304 (2,638) — (2,638) General & Administrative - property level (1,428) — — (1,428) (1,137) — (1,137) Realized and unrealized (gains) losses on disposition 5,100 — — 5,100 — — — (Gain) loss on disposition of developable land — — — — (55,125) — (55,125) (Gain) loss on sale of investment in unconsolidated joint venture — — — — — — — (Gain) loss from early extinguishment of debt, net — — — — 129 — 129 Add: Real estate services expenses 2,704 48 — 2,752 2,873 47 2,920 General and administrative 2,755 10,112 (4) 12,863 1,819 9,201 11,020 Dead deal and transaction-related costs — — — — — — — Depreciation and amortization 21,578 7,481 (99) 28,960 20,149 7,881 28,030 Interest expense 19,866 2,271 — 22,137 15,622 2,085 17,707 Property impairments — 84,509 — 84,509 — — — Land impairments 2,536 — — 2,536 3,900 — 3,900 Net operating income (NOI) $32,391 $18,377 $(103) $50,665 $29,432 $11,317 $40,749 Summary of Consolidated Multifamily NOI by Type (unaudited): Q3 2022 Q2 2022 Total Consolidated Multifamily - Operating Portfolio $26,592 $26,577 Total Consolidated Commercial $880 $922 Total NOI from Consolidated Properties (excl. unconsolidated JVs/subordinated interests): $27,472 $27,499 NOI (loss) from services, land/development/repurposing & other assets $4,919 $1,933 Total Consolidated Multifamily NOI $32,391 $29,432 Reconciliation of Net Income (Loss) to NOI (three months ended) $ in thousands (unaudited)


 
31 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: [email protected] 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 Gwen Marnell Chief Operating Officer Chief Accounting 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


 

Exhibit 99.2
V E R I S    R E S I D  E  N  T  I  A  L,    I N C.  
NEWS RELEASE
For Immediate Release
Veris Residential, Inc.
Reports Third Quarter 2022 Results
Jersey City, New Jersey –  (November 2, 2022)  – Veris Residential, Inc. (NYSE: VRE) (the “Company”) today reported results for the third quarter 2022.
THIRD QUARTER 2022 HIGHLIGHTS
Net income (loss) of $(1.10) per share
Core Funds from Operations (“Core FFO”) per share of $0.15
The 6,931-unit operating multifamily portfolio and Same Store 5,825-unit operating multifamily portfolio were 95.8% and 95.7% occupied, respectively, as of September 30, 2022
Same Store Net Operating Income ("NOI") for the operating multifamily portfolio increased year-over-year by 20.8%, reflecting burn-off of existing concessions, increased revenue and reduction in controllable expenses
Achieved multifamily Blended Net Rental Growth Rate of 20%
Entered into an agreement to sell Harborside 1, 2, and 3 for an aggregate price of $420 million on September 21, 2022, which is expected to release approximately $350 million of net proceeds
Completed the sale of 101 Hudson Street for $346 million on October 7, 2022, releasing approximately $90 million of net proceeds used to pay down the revolving credit facility
90% of the Company’s total debt portfolio (consolidated and unconsolidated) is hedged or fixed at a weighted average interest rate of 4.1%. The debt portfolio has a weighted average maturity of 4.4 years
Haus25, a 750-unit property located in Jersey City, NJ, was 83% leased and 76% occupied as of October 30, 2022, resulting in increased NOI contribution during the quarter
Earned 5 Star ESG rating from GRESB, the highest rating offered for distinguished ESG leadership and performance


Mahbod Nia, Chief Executive Officer, commented: “We are pleased to announce another strong quarter of operational performance in our multifamily portfolio as we continued to advance our strategic transformation to a pure-play multifamily REIT, despite challenging market conditions. Upon closing of the announced Harborside transaction and stabilization of Haus25, multifamily will represent approximately 98% of Veris Residential's NOI, up from 39% around 18 months ago. Looking ahead, the sizable proceeds anticipated from Harborside 1, 2 and 3, in addition to potential further non-strategic asset sales, will provide the company with substantial liquidity as we approach the final stages of our transformation."
 
 




FINANCIAL HIGHLIGHTS
Net income (loss) available to common shareholders for the quarter ended September 30, 2022 was $(101.2) million, or $(1.10) per share, compared to $(28.3) million, or $(0.33) per share, for the quarter ended September 30, 2021.  
FFO for the quarter ended September 30, 2022 was $9.4 million, or $0.09 per share, compared to $4.8 million, or $0.05 per share, for the quarter ended September 30, 2021.  
For the third quarter 2022, Core FFO was $15.1 million, or $0.15 per share, compared to $17.5 million, or $0.17 per share, for the quarter ended September 30, 2021.

For more information and a reconciliation of FFO, Core FFO, Adjusted EBITDA and NOI to net income (loss) attributable to common shareholders, please refer to the following pages and the Company’s Supplemental Operating and Financial Data package for the third quarter 2022. Please note that all presented per share amounts are on a diluted basis.

MULTIFAMILY PORTFOLIO HIGHLIGHTS
The Company’s 6,931-unit operating multifamily portfolio and Same Store 5,825-unit operating multifamily portfolio were 95.8% and 95.7% occupied, respectively, as of September 30, 2022.

Multifamily Blended Net Rental Growth Rate was 20% and Same Store Blended Net Rental Growth Rate was 19%.

Same Store NOI for the operating multifamily portfolio increased year-over-year by 20.8%, reflecting burn-off of existing concessions, increased revenue and reduction in controllable expenses. Same Store NOI quarter-over-quarter decreased by 2.1%, driven by the real estate tax increase in Jersey City, NJ.

The three lease-up properties that stabilized in the fourth quarter 2021, the Upton in Short Hills, NJ, Capstone in West New York, NJ, and RiverHouse 9 in Weehawken, NJ, contributed $4.2 million to NOI for the third quarter 2022, an increase of 8.7% compared to the prior quarter.

Multifamily Development
Haus25, a 750-unit property located at 25 Christopher Columbus in Jersey City, NJ was 83% leased and 76% occupied as of October 30, 2022. The property has signed 625 leases since commencing leasing on April 6, 2022 and contributed $2.9 million to NOI during the third quarter 2022.
OFFICE PORTFOLIO HIGHLIGHTS
As of September 30, 2022, the Company’s consolidated office portfolio, comprised of 4.3 million rentable square feet across six operational properties, was 72.4% leased, while the Waterfront office portfolio was 69.9% leased. The Company leased 2,300 square feet in the third quarter 2022.





TRANSACTION ACTIVITY
Office Dispositions
On September 21, 2022, the Company entered into an agreement to sell Harborside 1, 2, and 3 for an aggregate price of $420 million (subject to closing adjustments for several ongoing construction projects), which is expected to release approximately $350 million of net proceeds. On October 7, 2022, the Company completed the sale of 101 Hudson Street for $346 million, releasing approximately $90 million of net proceeds used to pay down the revolving credit facility.
 
BALANCE SHEET/CAPITAL MARKETS 
As of September 30, 2022, the Company had a debt-to-undepreciated assets ratio of 46.6%. Total liquidity was $179 million, comprised of $38 million of unrestricted cash and $141 million of availability under the revolving credit facility. The drawn balance under the revolving credit facility was $109 million.

On November 2, 2022, the Company purchased a 1-year LIBOR cap for Haus25 loan of $300 million at a strike rate of 4.0%.

90% of the Company’s total debt portfolio (consolidated and unconsolidated) is hedged or fixed at a weighted average interest rate of 4.1% (excluding the revolving credit facility and mortgage on 101 Hudson Street, which was sold in the fourth quarter 2022, and including the Haus25 LIBOR cap) as of September 30, 2022. The debt portfolio has a weighted average maturity of 4.4 years.
ESG

Subsequent to the third quarter 2022, the Company earned a 5 Star rating for its performance in the 2022 Global Real Estate Sustainability Benchmark, or GRESB, the global ESG benchmark for real estate and infrastructure investments. The 5 Star rating, the highest rating offered for distinguished ESG leadership and performance, recognized Veris Residential for achieving a score among the highest 20% of all 1,820 participant companies worldwide.


CONFERENCE CALL/SUPPLEMENTAL INFORMATION
An earnings conference call with management is scheduled for November 3, 2022 at 8:30 a.m. Eastern Time, and will be broadcast live via the Internet at: http://investors.verisresidential.com/corporate-overview.

The live conference call is also accessible by dialing (844) 825-9789 (domestic) or (412) 317-5180 (international) and requesting the Veris Residential third quarter 2022 earnings conference call.

The conference call will be rebroadcast on Veris Residential, Inc.’s website at http://investors.verisresidential.com/corporate-overview beginning at 10:30 a.m. Eastern Time on November 3, 2022.

A replay of the call will also be accessible November 3, 2022 through December 3, 2022 by calling (844) 512-2921 (domestic) or (412) 317-6671 (international) and using the passcode, 10170439.
Copies of Veris Residential, Inc.’s third quarter 2022 Form 10-Q and third quarter 2022 Supplemental Operating and Financial Data are available on Veris Residential, Inc.’s website, as follows:

Third Quarter 2022 Form 10-Q:
http://investors.verisresidential.com/sec-filings
Third Quarter 2022 Supplemental Operating and Financial Data:
http://investors.verisresidential.com/quarterly-supplementals
In addition, once filed, these items will be available upon request from:
Veris Residential, Inc. Investor Relations Department
Harborside 3, 210 Hudson St., Ste. 400, Jersey City, New Jersey 07311



NON-GAAP FINANCIAL MEASURES
Included in this press release are Funds from Operations, or FFO, Core Funds from Operations, or Core FFO, net operating income, or NOI and Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization, or Adjusted EBITDA, each a “non-GAAP financial measure,” measuring Veris Residential, Inc.’s historical or future financial performance that is different from measures calculated and presented in accordance with generally accepted accounting principles (“U.S. GAAP”), within the meaning of the applicable Securities and Exchange Commission rules. Veris Residential, Inc. believes these metrics can be a useful measure of its performance which is further defined below.
For reconciliation of FFO and Core FFO to Net Income (Loss), please refer to the following pages. For reconciliation of NOI, and Adjusted EBITDA to Net Income (Loss), please refer to the Company’s disclosure in the Quarterly Financial and Operating Data package for the third quarter 2022.
FFO
FFO is defined as net income (loss) before noncontrolling interests in Operating Partnership, computed in accordance with U.S. 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 accompanying this press release.
Core FFO
Core FFO is defined as FFO, as adjusted for certain items to facilitate comparative measurement of the Company's performance over time. Core FFO is presented solely as supplemental disclosure that the Company's management believes provides useful information to investors and analysts of its results, after adjusting for certain items to facilitate comparability of its performance from period to period. Core FFO is a non-GAAP financial measure that is not intended to represent cash flow and is not indicative of cash flows provided by operating activities as determined in accordance with GAAP. As there is not a generally accepted definition established for Core FFO, the Company's measures of Core FFO may not be comparable to the Core FFO reported by other REITs. A reconciliation of net income per share to Core FFO in dollars and per share is included in the financial tables accompanying this press release.
NOI and Same Store NOI
NOI represents total revenues less total operating expenses, as reconciled to net income above. The Company considers NOI to be a meaningful non-GAAP financial measure 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 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 NOI is presented for the same store portfolio, which comprises all properties that were owned by the Company throughout both of the reporting periods.
Blended Net Rental Growth Rate
Weighted average of the net effective change in rent (inclusive of concessions) for a lease with a new resident or for a renewed lease compared to the rent for the prior lease of the identical apartment unit.
ABOUT THE COMPANY
Veris Residential, Inc. is a forward-thinking, environmentally- and socially-conscious real estate investment trust (REIT) that primarily owns, operates, acquires, and develops holistically-inspired, Class A multifamily properties that meet the sustainability-conscious lifestyle needs of today's residents while seeking to positively impact the communities it serves and the planet at large. The company is guided by an experienced management team and Board of Directors and is underpinned by leading corporate



governance principles, a best-in-class and sustainable approach to operations, and an inclusive culture based on equality and meritocratic empowerment.
For additional information on Veris Residential, Inc. and our properties available for lease, please visit http://www.verisresidential.com/.
The information in this press release 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 the Company for the same period with the Securities and Exchange Commission (the “SEC”) and all of the Company’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 press release without reference to the 10-Q and the Public Filings.
We consider 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 and are advised to consider the factors listed above together with the additional factors under the heading "Disclosure Regarding Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K, as may be supplemented or amended by the Company's Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.
In addition, the extent to which the ongoing COVID-19 pandemic impacts us and our tenants and residents will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

 




Investors
Anna Malhari
Chief Operating Officer
[email protected]
Media
Amanda Shpiner/Grace Cartwright
Gasthalter & Co.
212-257-4170
[email protected]

 




Veris Residential, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts) (unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
REVENUES2022202120222021
Revenue from leases$77,765 $70,683 $210,597 $202,270 
Real estate services886 2,628 2,693 7,747 
Parking income4,873 3,950 13,804 10,520 
Hotel income4,489 3,018 10,442 6,785 
Other income3,343 1,905 31,279 9,082 
Total revenues91,356 82,184 268,815 236,404 
EXPENSES
Real estate taxes14,900 11,764 39,432 35,393 
Utilities3,955 3,573 11,365 10,816 
Operating services20,565 17,135 57,671 51,400 
Real estate services expenses2,752 3,307 8,035 9,838 
General and administrative12,863 11,288 43,919 43,340 
Transaction related costs3,671 1,348 6,416 
Depreciation and amortization28,960 28,950 82,812 85,226 
Property impairments84,509 — 84,509 6,041 
Land and other impairments, net2,536 3,401 9,368 11,333 
Total expenses171,043 83,089 338,459 259,803 
OTHER (EXPENSE) INCOME
Interest expense(22,137)(15,200)(54,869)(49,364)
Interest and other investment income (loss)280 (4,731)627 (4,619)
Equity in earnings (loss) of unconsolidated joint ventures(304)(1,724)1,847 (2,831)
Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net(5,100)(3,000)(3,264)521 
Gain on disposition of developable land— — 57,748 111 
Loss on sale of unconsolidated joint venture interests— (1,886)— (1,886)
Loss from extinguishment of debt, net— — (6,418)(46,735)
Total other income (expense)(27,261)(26,541)(4,329)(104,803)
Loss from continuing operations(106,948)(27,446)(73,973)(128,202)
Discontinued operations:
Income from discontinued operations1,046 1,045 2,634 16,431 
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net— 609 (4,440)25,469 
Total discontinued operations, net1,046 1,654 (1,806)41,900 
Net income (loss)(105,902)(25,792)(75,779)(86,302)
Noncontrolling interests in consolidated joint ventures726 1,137 2,484 3,670 
Noncontrolling interests in Operating Partnership of income from continuing operations10,420 2,962 8,356 13,084 
Noncontrolling interests in Operating Partnership in discontinued operations(97)(150)170 (3,809)
Redeemable noncontrolling interests(6,365)(6,471)(19,168)(19,413)
Net income (loss) available to common shareholders$(101,218)$(28,314)$(83,937)$(92,770)
Basic earnings per common share:
Income (loss) from continuing operations$(1.11)$(0.35)$(0.96)$(1.50)
Discontinued operations0.01 0.02 (0.02)0.42 
Net income (loss) available to common shareholders$(1.10)$(0.33)$(0.98)$(1.08)
Diluted earnings per common share:
Income (loss) from continuing operations$(1.11)$(0.35)$(0.96)$(1.50)
Discontinued operations0.01 0.02 (0.02)0.42 
Net income (loss) available to common shareholders$(1.10)$(0.33)$(0.98)$(1.08)
Basic weighted average shares outstanding91,08790,94191,02290,803
Diluted weighted average shares outstanding100,37899,975100,21599,870



Veris Residential, Inc.
Statements of Funds from Operations and Core FFO
(in thousands, except per share/unit amounts) (unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Net income (loss) available to common shareholders$(101.218) $(28,314)$(83.937)$(92,770)
Add (deduct): Noncontrolling interests in Operating Partnership(10,420) (2,962)(8,356)(13,084)
Noncontrolling interests in discontinued operations97  150 (170)3,809 
Real estate-related depreciation and amortization
  on continuing operations (a)
31,254  31,229 89,698 91,657 
Real estate-related depreciation and amortization
  on discontinued operations
99  448 790 2,150 
Property impairments on continuing operations84,509 — 84,509 6,041 
Impairment of unconsolidated joint venture investment
(included in Equity in earnings)
— — — (2)
Gain on sale from unconsolidated joint ventures— 1,886 — 1,886 
Continuing operations: Realized (gains) losses and unrealized (gains)
  losses on disposition of rental property, net
5,100  3,000 3,264 (521)
Discontinued operations: Realized (gains) losses and unrealized (gains)
  losses on disposition of rental property, net
—  (609)4,440 (25,469)
Funds from operations (b)$9,421  $4,828 $90,238 $(26,303)
 
Add (Deduct): 
(Gain) loss from early extinguishment of debt, net—  — 6,418 46,735 
Dead deal and post sales items in Other Income/expense—  — — (2,957)
Dead deal and transaction-related costs 3,671 1,348 6,416 
Land and other impairments2,536  3,401 9,368 11,333 
Loan receivable loss allowance— 5,152 — 5,152 
(Gain) on disposition of developable land—  — (57,748)(111)
CEO and related management change costs—  — — 2,089 
Severance/Rebranding costs3,377  438 12,244 8,696 
Lease breakage fee, net —  — (22,664)— 
Interest - derivative$(211)$— $(213)$— 
Core FFO$15,126 $17,490 $38,991 $51,050 
 
Diluted weighted average shares/units outstanding (c)100,378  99,975 100,215 99,870 
 
Funds from operations per share/unit-diluted$0.09  $0.05 $0.90 $(0.26)
 
Core funds from operations per share/unit diluted$0.15  $0.17 $0.39 $0.51 
 
Dividends declared per common share$—  $— $— $— 
 
Supplemental Information: 
Non-incremental revenue generating capital expenditures: 
     Building improvements$(5,752) $(5,651)$(11,244)$(11,006)
     Tenant improvements & leasing commissions (d)(2,936) (1,136)(9,197)(2,408)
Tenant improvements & leasing commissions
  on space vacant for more than a year
(3,379) (5,479)(19,277)(14,635)
Straight-line rent adjustments (e)(2,660) (4,316)3,967 (7,850)
Amortization of (above)/below market lease intangibles, net(18) (536)(124)(2,187)
Amortization of stock compensation2,872  2,784 8,510 7,994 
Amortization of lease inducements37  (18)112 (27)
Non real estate depreciation and amortization283  325 933 979 
Amortization of debt discount/(premium) and mark-to-market, net—  — — 231 
Amortization of deferred financing costs1,244  1,179 3,601 3,369 
   
(a)Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interest of $2,577 and $2,605 for the three months ended September 30, 2022 and 2021, respectively and $7,819 and $7,413 for the nine months September 30, 2022 and 2021, respectively. Excludes non-real estate-related depreciation and amortization of $283 and $325 for the three months ended September 30, 2022 and 2021, respectively, and $933 and $979 for the nine months ended September 30, 2022 and 2021, respectively.
(b)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" in this release.
(c)Calculated based on weighted average common shares outstanding, assuming redemption of Operating Partnership common units into common shares (8,615 and 8,708 shares for the three months ended September 30, 2022 and 2021, respectively and 8,633 and 8,758 shares for the nine months ended September 30, 2022 and 2021, respectively), plus dilutive Common Stock Equivalents (i.e. stock options).
(d)Excludes expenditures for tenant spaces that have not been owned for at least a year.
(e)Includes free rent of $5,942 and $6,642 for the three months ended September 30, 2022 and 2021, respectively and $10,060 and $14,831 for the nine months ended September 30, 2022 and 2021, respectively. Also includes the Company's share from unconsolidated joint ventures of $(195) and $687 for the three months ended September 30, 2022 and 2021, respectively and $(819) and $821 for the nine months ended September 30, 2022 and 2021, respectively.



Veris Residential, Inc.
Statements of Funds from Operations (FFO) and Core FFO per Diluted Share
(amounts are per diluted share, except share counts in thousands) (unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Net income (loss) available to common shareholders$(1.10) $(0.33)$(0.98)$(1.08)
Add (deduct): Real estate-related depreciation and amortization
  on continuing operations (a)
0.31  0.31 0.90 0.92 
Real estate-related depreciation and amortization
  on discontinued operations
—  — 0.01 0.02 
Property Impairment0.84 — 0.84 0.06 
Redemption value adjustment to redeemable noncontrolling interests(0.01) 0.02 0.06 0.05 
Gain on sale from unconsolidated joint ventures— 0.02 — 0.02 
Continuing operations: Realized (gains) losses and unrealized (gains) losses
  on disposition of rental property, net
0.05  0.03 0.03 (0.01)
Discontinued operations: Realized (gains) losses and unrealized (gains) losses
  on disposition of rental property, net
—  (0.01)0.04 (0.26)
Noncontrolling Interest/Rounding Adjustment— 0.01 — 0.02 
Funds from operations (b)$0.09  $0.05 $0.90 $(0.26)
 
Add (Deduct): 
(Gain) loss on extinguishment of debt—  — 0.06 0.47 
Dead deal and transaction costs— 0.04 0.01 0.06 
Land and other impairments0.03  0.03 0.09 0.11 
Dead deal and other post-sale items in other income/expense—  — — (0.03)
(Gain) on disposition of developable land—  — (0.58)— 
Severance/Rebranding costs0.03  — 0.12 0.09 
CEO and related management change costs—  — — 0.02 
Loan Receivable Allowance— 0.05 — 0.05 
Lease breakage fee, net —  — (0.23)— 
Rounding Adjustment—  — 0.02 — 
Core FFO$0.15  $0.17 $0.39 $0.51 
 
Diluted weighted average shares/units outstanding (c)100,378  99,975 100,215 99,870 
(a)Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interest, of $0.03 and $0.03 for the three months ended September 30, 2022 and 2021, respectively, and $0.10 and $0.09 for the nine months ended September 30, 2022 and 2021, respectively.
(b)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” in this release.
(c)Calculated based on weighted average common shares outstanding, assuming redemption of Operating Partnership common units into common shares (8,615 and 8,708 shares for the three months ended September 30, 2022 and 2021, respectively and 8’633 and 8,758 shares for the nine months ended September 30, 2022 and 2021, respectively), plus dilutive Common Stock Equivalents (i.e. stock options).



Veris Residential, Inc.
Consolidated Balance Sheets
(in thousands, except per share amounts) (unaudited)
ASSETSSeptember 30,
2022
December 31,
2021
Rental property
Land and leasehold interests$492,456 $494,935 
Buildings and improvements3,341,381 3,375,266 
Tenant improvements112,071 106,654 
Furniture, fixtures and equipment96,882 100,011 
4,042,790 4,076,866 
Less – accumulated depreciation and amortization(611,759)(583,416)
3,431,031 3,493,450 
Real estate held for sale, net464,954 618,646 
Net investment in rental property3,895,985 4,112,096 
Cash and cash equivalents38,357 31,754 
Restricted cash25,702 19,701 
Investments in unconsolidated joint ventures129,575 137,772 
Unbilled rents receivable, net54,355 72,285 
Deferred charges and other assets, net109,781 151,347 
Accounts receivable2,337 2,363 
Total assets$4,256,092 $4,527,318 
LIABILITIES AND EQUITY
Revolving credit facility and term loans109,000 148,000 
Mortgages, loans payable and other obligations, net2,157,706 2,241,070 
Dividends and distributions payable110 384 
Accounts payable, accrued expenses and other liabilities80,618 134,977 
Rents received in advance and security deposits25,751 26,396 
Accrued interest payable5,931 5,760 
Total liabilities2,379,116 2,556,587 
Commitments and contingencies
Redeemable noncontrolling interests514,914 521,313 
Equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized, 91,083,837 and 90,948,008 shares outstanding911 909 
Additional paid-in capital2,529,645 2,530,383 
Dividends in excess of net earnings(1,333,256)(1,249,319)
Accumulated other comprehensive income (loss)4,279 
Total Veris Residential, Inc. stockholders’ equity1,201,579 1,281,982 
Noncontrolling interests in subsidiaries:
Operating Partnership122,560 127,053 
Consolidated joint ventures37,923 40,383 
Total noncontrolling interests in subsidiaries160,483 167,436 
Total equity1,362,062 1,449,418 
Total liabilities and equity$4,256,092 $4,527,318