FALSE000092490100009249012023-07-262023-07-26

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: July 26, 2023
(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 07311
(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 July 26, 2023, Veris Residential, Inc. (the "Company") issued a press release announcing its financial results for the second quarter 2023. A copy of the press release is attached hereto as Exhibit 99.2.
Item 7.01 Regulation FD Disclosure
For the quarter ended June 30, 2023, 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: July 26, 2023
By:/s/  MAHBOD NIA
Mahbod Nia
Chief Executive Officer
Date: July 26, 2023
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 Q2 2023


 
Veris Residential Inc. (the “Company”, “VRE”, “we”, “our”, “us”) considers portions of this information, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward- looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors about which we have made assumptions are: • risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our tenants and residents; • the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis; • the extent of any tenant bankruptcies or of any early lease terminations; • our ability to lease or re-lease space at current or anticipated rents; • changes in the supply of and demand for our properties; • changes in interest rate levels and volatility in the securities markets; • our ability to complete construction and development activities on time and within budget, including without limitation obtaining regulatory permits and the availability and cost of materials, labor and equipment; • our ability to attract, hire and retain qualified personnel; • forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, leasing activities, capitalization rates, and projected revenue and income; • changes in operating costs; • our ability to obtain adequate insurance, including coverage for natural disasters and terrorist acts; • our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense; • changes in governmental regulation, tax rates and similar matters; and • other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants or residents will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise. This Supplemental Operating and Financial Data is not an offer to sell or solicitation to buy any securities of VRE. Any offers to sell or solicitations of VRE shall be made by means of a prospectus. The information in this Supplemental Package must be read in conjunction with, and is modified in its entirety by, the Quarterly Report on Form 10-Q (the “10-Q”) filed by VRE for the same period with the Securities and Exchange Commission (the “SEC”) and all of the VRE’s other public filings with the SEC (the “Public Filings”). In particular, the financial information contained herein is subject to and qualified by reference to the financial statements contained in the 10-Q, the footnotes thereto and the limitations set forth therein. Investors may not rely on the Supplemental Package without reference to the 10-Q and the Public Filings. Any investors’ receipt of, or access to, the information contained herein is subject to this qualification. This Supplemental Operating and Financial Data should be read in connection with the Company’s second quarter 2023 earnings press release (included as Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed on July 26, 2023, as certain disclosures, definitions and reconciliations in such announcement have not been included in this Supplemental Operating and Financial Data. Forward-Looking Statements 2


 
Funds from operations (“FFO”) is defined as net income (loss) before noncontrolling interests of unitholders, computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains or losses from depreciable rental property transactions (including both acquisitions and dispositions), and impairments related to depreciable rental property, plus real estate-related depreciation and amortization. The Company believes that FFO per share is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that as FFO per share excludes the effect of depreciation, gains (or losses) from property transactions and impairments related to depreciable rental property (all of which are based on historical costs which may be of limited relevance in evaluating current performance), FFO per share can facilitate comparison of operating performance between equity REITs. FFO per share should not be considered as an alternative to net income available to common shareholders per share as an indication of the Company’s performance or to cash flows as a measure of liquidity. FFO per share presented herein is not necessarily comparable to FFO per share presented by other real estate companies due to the fact that not all real estate companies use the same definition. However, the Company’s FFO per share is comparable to the FFO per share of real estate companies that use the current definition of the National Association of Real Estate Investment Trusts (“Nareit”). A reconciliation of net income per share to FFO per share is included in the financial tables below. Core FFO is defined as FFO, as adjusted for items that may distort the comparative measurement of the Company’s performance over time. Adjusted FFO ("AFFO") is defined as Core FFO less (i) recurring tenant improvements, leasing commissions and capital expenditures, (ii) straight-line rents and amortization of acquired above/below-market leases, net, and (iii) other non-cash income, plus (iv) other non-cash charges. Core FFO and AFFO are both non-GAAP financial measures that are not intended to represent cash flow and are not indicative of cash flows provided by operating activities as determined in accordance with GAAP. Core FFO and AFFO are presented solely as supplemental disclosures that the Company’s management believes provides useful information regarding the Company's operating performance and its ability to fund its dividends. There are not generally accepted definitions established for Core FFO or AFFO. Therefore, the Company's measures of Core FFO and AFFO may not be comparable to the Core FFO and AFFO reported by other REITs. A reconciliation of net income to Core FFO and AFFO are included in the financial tables below. Net operating income (“NOI”) represents total revenues less total operating expenses, as reconciled to net income above. Same Store GAAP NOI and Same Store Cash NOI are reconciled to Total Property Revenues. The Company considers NOI, Same Store GAAP NOI, and Same Store Cash NOI to be meaningful non-GAAP financial measures for making decisions and assessing unlevered performance of its property types and markets, as it relates to total return on assets, as opposed to levered return on equity. As properties are considered for sale and acquisition based on NOI estimates and projections, the Company utilizes this measure to make investment decisions, as well as compare the performance of its assets to those of its peers. NOI should not be considered a substitute for net income, and the Company’s use of NOI, Same Store GAAP NOI, Same Store Cash NOI may not be comparable to similarly titled measures used by other companies. The Company calculates NOI before any allocations to noncontrolling interests, as those interests do not affect the overall performance of the individual assets being measured and assessed. Same Store includes specific properties, which represent all in-service properties owned by the Company during the reported period, excluding properties sold, disposed of, held for sale, removed from service, or for any reason considered not stabilized, or being redeveloped or repositioned in the reporting period. Adjusted EBITDA is a non-GAAP financial measure. The Company computes Adjusted EBITDA in accordance with what it believes are industry standards for this type of measure, which may not be comparable to Adjusted EBITDA reported by other REITs. The Company defines Adjusted EBITDA as Core FFO , plus interest expense, plus income tax expense, plus income (loss) in noncontrolling interest in consolidated joint ventures, and plus adjustments to reflect the entity's share of Adjusted EBITDA of unconsolidated joint ventures. The Company presents Adjusted EBITDA because the Company believes that Adjusted EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of the Company’s ability to incur and service debt. Adjusted EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity. EBITDAre is a non-GAAP financial measure. The Company computes EBITDAre in accordance with standards established by the National Association of Real Estate Investment Trusts, or Nareit, which may not be comparable to EBITDAre reported by other REITs that do not compute EBITDAre in accordance with the Nareit definition, or that interpret the Nareit definition differently than the Company does. The White Paper on EBITDAre approved by the Board of Governors of Nareit in September 2017 defines EBITDAre as net income (loss) (computed in accordance with Generally Accepted Accounting Principles, or GAAP), plus interest expense, plus income tax expense, plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property, plus impairment write-downs of depreciated property and investments in unconsolidated joint ventures, plus adjustments to reflect the entity's share of EBITDAre of unconsolidated joint ventures. The Company presents EBITDAre, because the Company believes that EBITDAre, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of the Company’s ability to incur and service debt. EBITDAre should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity. 3 Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre


 
4 Company Highlights


 
Three Months Ended Three Months Ended June 30, 2023 March 31, 2023 June 30 2023 March 31, 2023 Net Income / (Loss) per Diluted Share $(0.30) $(0.27) Key Portfolio Statistics Core FFO per Diluted Share(1) $0.16 $0.15 Multifamily Portfolio Weighted Average - Diluted Shares(2) $100,854,172 $100,525,777 Operating Units 7,681 7,681 Total Equity $2.2 billion $2.0 billion % Physical Occupancy 95.6% 95.9% Total Debt $1.8 billion $1.8 billion Same Store Units 6,691 6,691 Total Capitalization $4.0 billion $3.8 billion Same Store Occupancy 95.7% 96.0% Debt-to-Undepreciated Assets 43.2% 42.9% Same Store Blended Rental Growth Rate 11.7% 10.7% Net Debt $1.4 billion $1.8 billion Average Rent per Home $3,734 $3,621 Annualized Adjusted EBITDA(1) 163,113 171,869 Land Bank Units - Inside Rockpoint JV(4) 5,009 5,009 Net Debt-to-Adjusted EBITDA(3) 8.6x 10.3x Land Bank Units - Outside Rockpoint JV(4) 1,266 1,266 Interest Coverage Ratio(1) 1.9x 1.9x Office Portfolio Area (sqft) 1.6 million 1.6 million Consolidated In-Service Properties 3 3 5 Q2 2023 Key Financial Metrics 1. See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. FFO is calculated in accordance with the definition of the National Association of Real Estate Investment Trusts (Nareit). Interest Coverage Ratio is calculated as Adjusted EBITDA divided by interest expense. 2. Includes any outstanding preferred units presented on a converted basis into common units, noncontrolling interests in consolidated joint ventures and redeemable noncontrolling interests. 3. Excluding the impact of the Urby tax credit, Net-Debt-to-EBITDA would have been 9.5x. 4. See page 6 entitled Components of NAV for more details.


 
Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. Net Asset Value (“NAV”) is the metric that represents the net projected value of the Company’s interest after accounting for all priority debt and equity payments. The metric includes capital invested by the Company. 1. See page 19 entitled ‘Property Listing – Multifamily’. 2. In Q2 2023, Haus25 NOI was $6.8 million or $27.4 million annualized. 3. See page 20 entitled Property Listing - Commercial, Land Bank, & Other Non-Strategic Assets. 4. Based on 4,283 potential units. See page 20 for the previous land breakout prior to JV resolution. 5. Balance as of June 30 was $396.9 million. Balance reflects the redemption of Rockpoint interest on July 26. 6. The Company entered into a transitional $60 million revolving credit facility and $115 million term loan agreement to fund the buyout of Rockpoint`s interest and provide corporate liquidity. Real Estate Portfolio Other Assets Operating Multifamily NOI(1) Total At Share Cash and Cash Equivalents(5) $17,907 New Jersey Waterfront $137,660 $114,454 Restricted Cash 22,430 Normalized impact of successful tax appeals (8,716) (8,716) Other Assets 71,267 Massachusetts 24,144 24,144 Subtotal Other Assets $111,604 Other 32,972 23,998 Haus25 (Stabilized NOI)(2) 30,426 30,426 Liabilities and Other Considerations Total Multifamily NOI $216,486 $184,306 Commercial NOI(3) 5,336 4,317 Operating - Consolidated Debt at Share $1,753,835 Total NOI $221,822 $188,623 Operating - Unconsolidated Debt at Share 310,067 Other Liabilities 75,984 Non-Strategic Assets Revolving Credit Facility(6) 25,000 Term Loan(6) 115,000 Book Value of Harborside 5 $119,544 Preferred Equity / LP interest 40,231 Gross Price of Non-Strategic Assets Under Binding Contract 205,000 Subtotal Liabilities and Other Considerations $2,320,117 Estimated Land Value(4) 210,551 Subtotal Non-Strategic Assets $504,783 Outstanding Shares Common Shares (Outstanding as of June 30, 2023) 100,908,061 Fully Diluted Shares for Q2 2023 100,854,172 6 Components of Net Asset Value $ in thousands


 
Multifamily Same Store(1) Three Months Ended June 30, Six Months Ended June 30, Sequential 2023 2022 Change % 2023 2022 Change % Q2 2023 Q1 2023 Change % Total Property Revenues (GAAP) $60,336 $53,250 $7,086 13.3% $118,083 $104,519 $13,564 13.0% $60,336 $57,747 $2,589 4.5% Marketing & Administration 1,945 1,750 195 11.1% 3,683 3,560 123 3.5% 1,945 1,738 207 11.9% Utilities 1,779 1,691 88 5.2% 3,827 3,899 (72) (1.8)% 1,779 2,048 (269) (13.1)% Payroll 3,686 3,699 (13) (0.4)% 7,500 7,335 165 2.2% 3,686 3,814 (128) (3.4)% Repairs & Maintenance 3,354 3,085 269 8.7% 6,229 5,899 330 5.6% 3,354 2,875 479 16.7% Total Controllable Expenses $10,764 $10,225 $539 5.3% $21,239 $20,693 $546 2.6% $10,764 $10,475 $289 2.8% Other Fixed Fees 737 633 104 16.4% 1,455 1,315 140 10.6% 737 718 19 2.6% Insurance 1,486 1,244 242 19.5% 2,972 2,492 480 19.3% 1,486 1,486 — —% Real Estate Taxes 6,076 7,249 (1,173) (16.2)% 14,666 14,615 51 0.3% 6,076 8,590 (2,514) (29.3)% Total Non-Controllable Expenses $8,299 $9,126 $(827) (9.1)% $19,093 $18,422 $671 3.6% $8,299 $10,794 $(2,495) (23.1)% Total Property Expenses $19,063 $19,351 $(288) (1.5)% $40,332 $39,115 $1,217 3.1% $19,063 $21,269 $(2,206) (10.4)% Same Store GAAP NOI $41,273 $33,899 $7,374 21.8% $77,751 $65,404 $12,347 18.9% $41,273 $36,478 $4,795 13.1% Real Estate Tax Adjustments(2) 2,179 734 1,445 1,689 1,467 222 2,179 (490) 2,669 Normalized Same Store NOI 39,094 33,165 5,929 17.9% 76,062 63,937 12,125 19.0% 39,094 36,968 2,126 5.8% Total Units 6,691 6,691 6,691 6,691 6,691 6,691 % Ownership 82.7% 82.7% 82.7% 82.7% 82.7% 82.7% % Occupied - Quarter End 95.7% 97.1% (1.4)% 95.7% 97.1% (1.4)% 95.7% 96.0% (0.3)% Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 1. Values represent the Company’s pro rata ownership of operating portfolio. 2. Represents tax settlements and final tax rate adjustments recognized that are applicable to prior periods. 7 Same Store Performance $ in thousands (unaudited)


 
1. Includes mark-to-market lease intangible net assets of $10,554 and mark-to-market lease intangible net liabilities of $349 as of Q2 2023. 2. Includes Prepaid Expenses and Other Assets attributable to Multifamily of $25,077 as follows: (i) deposits of $4,990, (ii) other receivables of $5,536, (iii) other prepaid/assets of $12,252, and (iv) prepaid taxes of $2,299. June 30, 2023 December 31, 2022 ASSETS Multifamily Office/Corp. Total Rental property Land and leasehold interests $468,167 $15,028 $483,195 $492,204 Buildings and improvements 2,638,444 206,749 2,845,193 3,332,315 Tenant improvements 7,534 33,275 40,809 122,509 Furniture, fixtures and equipment 93,294 7,509 100,803 99,094 3,207,439 262,561 3,470,000 4,046,122 Less – accumulated depreciation and amortization (304,159) (133,954) (438,113) (631,910) 2,903,280 128,607 3,031,887 3,414,212 Rental property held for sale, net 63,505 59,185 122,690 193,933 Net Investment in Rental Property 2,966,785 187,792 3,154,577 3,608,145 Cash and cash equivalents 37,194 359,746 396,940 26,782 Restricted cash 20,447 7,167 27,614 20,867 Investments in unconsolidated joint ventures 122,435 — 122,435 126,158 Unbilled rents receivable, net 2,225 5,583 7,808 39,734 Deferred charges, goodwill and other assets, net(1)(2) 39,864 19,097 58,961 96,162 Accounts receivable 3,571 927 4,498 2,920 Total Assets $3,192,521 $580,312 $3,772,833 $3,920,768 LIABILITIES & EQUITY Mortgages, loans payable and other obligations, net $1,820,981 $— $1,820,981 $1,903,977 Mandatorily redeemable noncontrolling interests 487,619 — 487,619 — Dividends and distributions payable — 72 72 110 Accounts payable, accrued expenses and other liabilities 31,452 21,787 53,239 72,041 Rents received in advance and security deposits 11,918 3,792 15,710 22,941 Accrued interest payable 6,696 267 6,963 7,131 Total Liabilities 2,358,666 25,918 2,384,584 2,006,200 Redeemable noncontrolling interests — 40,231 40,231 515,231 Total Stockholders’/Members Equity 797,297 399,656 1,196,953 1,235,685 Noncontrolling interests in subsidiaries: Operating Partnership — 115,307 115,307 126,109 Consolidated joint ventures 36,558 (800) 35,758 37,543 Total Noncontrolling Interests in Subsidiaries $36,558 $114,507 $151,065 $163,652 Total Equity $833,855 $514,163 $1,348,018 $1,399,337 Total Liabilities and Equity $3,192,521 $580,312 $3,772,833 $3,920,768 8 Balance Sheet $ in thousands (unaudited)


 
Q2 2023 Q2 2022 REVENUES Multifamily Office/Corp. Less: Disc. Ops Total Revenue from leases $58,190 $6,220 $(2,501) $61,909 $47,313 Real estate services 644 (1) — 643 896 Parking income 3,998 1,053 (255) 4,796 4,173 Other income 1,313 (3) 71 1,381 1,431 Total revenues 64,145 7,269 (2,685) 68,729 53,813 EXPENSES Real estate taxes 6,291 2,350 (781) 7,860 7,911 Utilities 1,830 839 (290) 2,379 1,895 Operating services 12,577 2,656 (1,189) 14,044 13,100 Real estate services expenses 2,352 2,037 — 4,389 2,920 General and administrative 660 8,932 (10) 9,582 11,527 Dead deal and transaction-related costs — 3,319 — 3,319 1,345 Depreciation and amortization 21,583 2,376 (275) 23,684 21,015 Land and other impairments — — — — 3,900 Total expenses 45,293 22,509 (2,545) 65,257 63,613 Operating Income (expense) 18,852 (15,240) (140) 3,472 (9,800) OTHER (EXPENSE) INCOME Interest expense (21,678) (14) — (21,692) (14,741) Interest cost of mandatorily redeemable noncontrolling interests (13,390) — — (13,390) — Interest and other investment income (loss) 1 3,926 — 3,927 189 Equity in earnings (loss) of unconsolidated joint ventures 2,700 — — 2,700 2,638 Realized and unrealized gains (losses) on disposition — (3,488) 3,488 — — Gain on disposition of developable land — — — — 55,125 Loss from extinguishment of debt, net — (2,657) — (2,657) (129) Other Income, net 710 143 — 853 — Total other income (expense) (31,657) (2,090) 3,488 (30,259) 43,082 Income (loss) from continuing operations (12,805) (17,330) 3,348 (26,787) 33,282 Income from discontinued operations — — 140 140 5,808 Realized losses on disposition — — (3,488) (3,488) (4,440) Total discontinued operations — — (3,348) (3,348) 1,368 Net Income (loss) (12,805) (17,330) — (30,135) 34,650 Noncontrolling interest in consolidated joint ventures 636 — — 636 784 Noncontrolling interests in Operating Partnership from continuing operations — 2,384 — 2,384 (2,568) Noncontrolling interests in Operating Partnership in discontinued operations — 298 — 298 (127) Redeemable noncontrolling interest (267) (350) — (617) (6,366) Net income (loss) available to common shareholders $(12,436) $(14,998) $— $(27,434) $26,373 Basic earnings per common share: Net income (loss) available to common shareholders $(0.30) $0.25 Diluted earnings per common share: Net income (loss) available to common shareholders $(0.30) $0.25 Basic weighted average shares outstanding 91,873 91,027 Diluted weighted average shares outstanding 100,854 100,352 9 Income Statement - Quarterly Comparison $ in thousands, except per share amounts (unaudited)


 
Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 REVENUES Multifamily Office/Corp. Less: Disc. Ops Total All Operations Less: Disc. Ops Total Revenue from leases $114,289 $25,943 $(18,485) $121,747 $135,844 $(44,588) $91,256 Real estate services 1,555 (1) — 1,554 1,807 — 1,807 Parking income 7,726 1,703 (300) 9,129 8,930 (1,170) 7,760 Hotel income 594 — (594) — 5,954 (5,954) — Other income 2,259 953 46 3,258 27,936 (25,445) 2,491 Total revenues 126,423 28,598 (19,333) 135,688 180,471 (77,157) 103,314 EXPENSES Real estate taxes 16,067 6,776 (3,863) 18,980 24,919 (8,718) 16,201 Utilities 3,921 1,922 (961) 4,882 7,410 (3,163) 4,247 Operating services 25,810 6,434 (5,937) 26,307 37,449 (11,485) 25,964 Real estate services expenses 4,249 2,083 — 6,332 5,283 — 5,283 General and administrative 2,014 17,891 (40) 19,865 31,059 (83) 30,976 Dead deal and transaction-related costs — 4,347 — 4,347 1,345 — 1,345 Depreciation and amortization 43,089 9,624 (5,382) 47,331 54,542 (15,086) 39,456 Land and other impairments 3,396 — — 3,396 6,832 — 6,832 Total expenses 98,546 49,077 (16,183) 131,440 168,839 (38,535) 130,304 Operating Income (expense) 27,877 (20,479) (3,150) 4,248 11,632 (38,622) (26,990) OTHER (EXPENSE) INCOME Interest expense (43,664) (864) 822 (43,706) (32,733) 6,385 (26,348) Interest cost of mandatorily redeemable noncontrolling interests (13,390) — — (13,390) — — — Interest and other investment income (loss) 29 4,042 (28) 4,043 347 — 347 Equity in earnings (loss) of unconsolidated joint ventures 2,633 — — 2,633 2,151 — 2,151 Realized and unrealized gains (losses) on disposition 780 (3,489) 2,709 — (2,604) 2,604 — Gain on disposition of developable land — (22) — (22) 57,748 — 57,748 Gain (loss) from extinguishment of debt, net (12) (2,657) 12 (2,657) (6,418) 6,289 (129) Other Income, net 2,708 143 — 2,851 — — — Total other income (expense) (50,916) (2,847) 3,515 (50,248) 18,491 15,278 33,769 Income from continuing operations (23,039) (23,326) 365 (46,000) 30,123 (23,344) 6,779 Income from discontinued operations — — 2,344 2,344 — 25,948 25,948 Realized gains (losses) on disposition — — (2,709) (2,709) — (2,604) (2,604) Total discontinued operations — — (365) (365) — 23,344 23,344 Net Income (23,039) (23,326) — (46,365) 30,123 — 30,123 Noncontrolling interest in consolidated joint ventures 1,223 — — 1,223 1,758 — 1,758 Noncontrolling interests in Operating Partnership from continuing operations — 4,696 — 4,696 305 — 305 Noncontrolling interests in Operating Partnership in discontinued operations — 22 — 22 (2,102) — (2,102) Redeemable noncontrolling interest (6,283) (700) — (6,983) (12,803) — (12,803) Net income (loss) available to common shareholders $(28,099) $(19,308) $— $(47,407) $17,281 $— $17,281 Basic earnings per common share: Net income (loss) available to common shareholders $(0.56) $0.12 Diluted earnings per common share: Net income (loss) available to common shareholders $(0.56) $0.12 Basic weighted average shares outstanding 91,551 90,989 Diluted weighted average shares outstanding 100,691 100,171 10 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) available to common shareholders $(27,434) $26,373 $(47,407) $17,281 Add (deduct): Noncontrolling interests in Operating Partnership (2,384) 2,568 (4,696) (305) Noncontrolling interests in discontinued operations (298) 127 (22) 2,102 Real estate-related depreciation and amortization on continuing operations(1) 26,064 23,413 52,053 44,352 Real estate-related depreciation and amortization on discontinued operations 275 6,863 5,231 14,784 Discontinued operations: Realized and unrealized (gains) losses on disposition of rental property, net 3,488 4,440 2,709 2,604 Funds from operations(2) $(289) $63,784 $7,868 $80,818 Add/(Deduct): (Gain)/Loss from extinguishment of debt, net 2,657 129 2,669 6,418 Land and other impairments — 3,900 3,396 6,832 (Gain) on disposition of developable land — (55,125) 22 (57,748) Rebranding and Severance/Compensation related costs 817 1,225 1,781 8,867 Redemption value adjustment to mandatorily redeemable noncontrolling interests 7,641 — 7,641 — Lease breakage fee, net — — — (22,664) Amortization of derivative premium 1,619 (2) 2,752 (2) Dead Deal and Transaction Related Costs 3,319 1,345 4,347 1,345 Core FFO $15,764 $15,256 $30,476 $23,866 Diluted weighted average shares/units outstanding(6) 100,854 100,352 100,691 100,171 Funds from operations per share-diluted $0.00 $0.64 $0.08 $0.81 Core Funds from Operations per share/unit-diluted $0.16 $0.15 $0.30 $0.24 Dividends declared per common share — — — — FFO & Core FFO $ in thousands except per share and ratios (unaudited) 11


 
Notes: See endnotes and “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 12 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Core FFO (calculated on previous page) $15,764 $15,256 $30,476 $23,866 Add (Deduct) Non-Cash Items: Straight-line rent adjustments(3) 893 1,981 (360) 6,627 Amortization of market lease intangibles, net (49) 4 (79) (106) Amortization of lease inducements — 37 15 75 Amortization of stock compensation 3,614 3,019 5,761 5,638 Non-real estate depreciation and amortization 199 325 584 650 Amortization of deferred financing costs 621 1,181 1,832 2,358 Deduct: Non-incremental revenue generating capital expenditures: Building improvements (2,339) (2,243) (4,431) (5,492) Tenant improvements and leasing commissions(4) (195) (1,611) (547) (6,261) Tenant improvements and leasing commissions on space vacant for more than one year 302 (9,606) (434) (15,898) Core AFFO(2) $18,810 $8,343 $32,816 $11,457 Core FFO (calculated on previous page) $15,764 $15,256 $30,476 $23,866 Deduct: Equity in earnings (loss) of unconsolidated joint ventures, net (2,700) (2,638) (2,633) (2,151) Equity in earnings share of depreciation and amortization (2,579) (2,572) (5,155) (5,243) Add-back: Interest expense 21,692 14,741 43,706 26,348 Amortization of derivative premium (1,619) 2 (2,752) 2 Recurring JV distributions 4,539 5,223 6,086 6,618 Income (loss) in noncontrolling interest in consolidated joint ventures (636) (784) (1,223) (1,758) Interest cost for mandatorily redeemable noncontrolling interest 5,749 — 5,749 — Redeemable noncontrolling interest 617 6,366 6,983 12,803 Income tax expense (49) 89 3 204 Adjusted EBITDA $40,778 $35,683 $81,240 $60,689 Net debt at period end(5) 1,396,428 2,174,060 1,396,428 2,174,060 Net debt to Adjusted EBITDA 8.6x 15.2x 8.5x 17.9x AFFO & Adjusted EBITDA $ in thousands, except per share amounts and ratios (unaudited)


 
Notes: See unconsolidated joint venture NOI details and “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 13 Three Months Ended June 30, 2023 2022 Net Income (loss) available to common shareholders $(27,434) $26,373 Add/(Deduct): Noncontrolling interest in operating partnership (2,384) 2,568 Noncontrolling interest in discontinued operations (298) 127 Noncontrolling interest in consolidated joint ventures(a) (636) (784) Redeemable noncontrolling interest 617 6,366 Interest cost for mandatorily redeemable non-controlling interests 5,749 — Interest expense 21,692 14,741 Income tax expense (49) 89 Depreciation and amortization 23,959 28,029 Deduct: Discontinued operations: Realized and unrealized (gains) losses on disposition of rental property, net 3,488 4,440 Equity in (earnings) loss of unconsolidated joint ventures (2,700) (2,638) Add: Company's share of property NOI's in unconsolidated joint ventures(1) 10,287 8,719 EBITDAre $32,291 $88,030 Add: Loss from extinguishment of debt, net 2,657 129 Severance and compensation-related costs 817 1,225 Dead deal and transaction-related costs (3,319) (1,345) Land and other impairments — 3,900 Gain on disposition of developable land — (55,125) Adjusted EBITDAre $32,446 $36,814 (a) Noncontrolling interests in consolidated joint ventures: BLVD 425 54 (89) BLVD 401 (689) (667) Port Imperial Garage South (16) (11) Port Imperial Retail South 38 18 Other consolidated joint ventures (23) (35) Net losses in noncontrolling interests $(636) $(784) Depreciation in noncontrolling interest in consolidated JV's 714 704 Funds from operations - noncontrolling interest in consolidated JV's $78 $(80) Interest expense in noncontrolling interest in consolidated JV's 792 792 Net operating income before debt service in consolidated JV's $870 $712 EBITDAre - Quarterly Comparison $ in thousands (unaudited)


 
• As of June 30, 99% of the Company’s total debt portfolio (consolidated and unconsolidated) is hedged or fixed. The Company`s total debt portfolio has a weighted average interest rate of 4.4% and a weighted average maturity of 3.6 years. $ in thousands 14 Balance % of Total Weighted Average Interest Rate Weighted Average Maturity in Years Fixed Rate & Hedged Debt Fixed Rate & Hedged Secured Debt $1,827,230 100.0% 4.32% 3.2 Totals / Weighted Average $1,827,230 100.0% 4.32% 3.2 Unamortized Deferred Financing Costs (6,249) Total Consolidated Debt, net $1,820,981 Partners’ Share (73,395) VRE Share of Total Consolidated Debt, net(1) $1,747,586 Unconsolidated Secured Debt VRE Share $310,067 53.0% 5.12% 4.6 Partners’ Share 275,475 47.0% 5.12% 4.6 Total Unconsolidated Secured Debt $585,542 100.0% 5.12% 4.6 Pro Rata Debt Portfolio Fixed Rate & Hedged Secured Debt $2,053,287 99.0% 4.44% 3.6 Variable Rate Secured Debt 10,617 1.0% 7.15% 0.4 Total Pro Rata Debt Portfolio $2,063,904 100.0% 4.45% 3.6 Debt Summary & Maturity Schedule 1. Minority interest share of consolidated debt is comprised of $33.7 million at BLVD 425, $30.1 million at BLVD 401 and $9.6 million at Port Imperial South Garage.


 
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. On May 1, 2023, the Company executed an amendment to convert the loan on Haus25 from LIBOR+ to SOFR+. The loan has been capped since 4Q22 at a strike rate of 4.0%, expiring in October 2023. 3. Port Imperial Hotels sold on February 10, 2023. 4. The loan has been capped at a strike rate of 1.0%, expiring in October 2024. 5. On January 12, 2023, the Company executed an amendment to convert the loan on 145 Front St. from LIBOR+ to SOFR+ and placed a 9 month SOFR cap with a strike rate of 4%. The hedge expires in September 2023. 6. The loan has been capped at a strike rate of 3.0%, expiring in June 2024. 15 Lender Effective Interest Rate(1) June 30, 2023 December 31, 2022 Date of Maturity Secured Construction Loans Haus25(2) QuadReal Finance SOFR + 2.70% $297,324 $297,324 12/01/24 Total Secured Construction Debt Secured Permanent Loans Port Imperial Hotels(3) Fifth Third Bank N/A $— $84,000 N/A Portside at East Pier CBRE Capital Markets/Freddie Mac 3.57% 58,998 58,998 08/01/23 Signature Place Nationwide Life Insurance Company 3.74% 43,000 43,000 08/01/24 Liberty Towers American General Life Insurance Company 3.37% 265,000 265,000 10/01/24 Portside 2 at East Pier New York Life Insurance Co. 4.45% 97,000 97,000 03/10/26 BLVD 425 New York Life Insurance Co. 4.17% 131,000 131,000 08/10/26 BLVD 401 New York Life Insurance Co. 4.29% 117,000 117,000 08/10/26 The Upton(4) Bank of New York Mellon SOFR + 1.58% 75,000 75,000 10/27/26 145 Front at City Square(5) MUFG Union Bank SOFR + 1.84% 63,000 63,000 12/10/26 RiverHouse 9(6) JP Morgan SOFR + 1.41% 110,000 110,000 06/21/27 Quarry Place at Tuckahoe Natixis Real Estate Capital, LLC 4.48% 41,000 41,000 08/05/27 BLVD 475 Northwestern Mutual Life 2.91% 165,000 165,000 11/10/27 RiverHouse 11 Northwestern Mutual Life 4.52% 100,000 100,000 01/10/29 Soho Lofts New York Community Bank 3.77% 160,000 160,000 07/01/29 Port Imperial Garage South American Generall Life & A/G PC 4.85% 31,908 32,166 12/01/29 The Emery New York Community Bank 3.21% 72,000 72,000 01/01/31 Principal Balance Outstanding $1,529,906 $1,614,164 Unamortized Deferred Financing Costs (6,249) (7,511) Total Secured Permanent Debt 1,523,657 1,606,653 Total Debt $1,820,981 $1,903,977 Debt Profile $ in thousands


 
Hotels $ in thousands except per SF Location Transaction Date Number of Buildings SF Percentage Leased Gross Asset Value Q1 2023 Dispositions Port Imperial Hotels Weehawken, NJ 2/10/2023 2 N/A N/A $97,000 Total Q1 2023 Dispositions 2 N/A N/A $97,000 Land $ in thousands Location Transaction Date Gross Asset Value(1) Q1 2023 Dispositions 101 Columbia Rd. Morris Plains, NJ 3/17/2023 $8,300 Total Q1 2023 Dispositions $8,300 1. This reflects percentage leased at the time of the sale on 4/5/2023. 16 Transaction Activity Dispositions Office $ in thousands except per SF Location Transaction Date Number of Buildings SF Percentage Leased(1) Gross Asset Value Q2 2023 Dispositions Harborside 1, 2, & 3 Jersey City, NJ 4/05/2023 3 2,098,749 56% $420,000 Total Q2 2023 Dispositions 3 2,098,749 56% $420,000


 
Property Units Physical Occupancy VRE's Nominal Ownership(1) Q2 2023 NOI(2) Total Debt VRE Share of Q2 NOI VRE Share of Debt Multifamily Urby Harborside 762 95.5% 85.0% $5,109 $187,136 $4,343 $159,066 RiverTrace at Port Imperial 316 93.0% 22.5% 2,195 82,000 494 18,450 Capstone at Port Imperial 360 96.1% 40.0% 2,953 135,000 1,181 54,000 Riverpark at Harrison 141 97.9% 45.0% 508 30,192 229 13,586 Metropolitan at 40 Park 130 94.6% 25.0% 1,078 42,567 270 10,642 Metropolitan Lofts 59 96.6% 50.0% 254 18,200 127 9,100 Station House 378 93.4% 50.0% 2,094 90,447 1,047 45,224 Total 2,146 95.0% 54.9% $14,191 $585,542 $7,690 $310,067 Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 1. Amounts represent the Company’s share based on ownership percentage. 2. The sum of property-level revenue, straight-line and ASC 805 adjustments; less: operating expense, real estate taxes and utilities. 17 Unconsolidated Joint Ventures $ in thousands


 
Operating Portfolio 18


 
Operating Highlights Rentable SF Avg. Size Year Complete Percentage Occupied Average Revenue per Home NOI Debt BalanceLocation Ownership Apartments Q2 2023 Q1 2023 Q2 2023 Q1 2023 Q2 2023 Q1 2023 NJ Waterfront Haus25 Jersey City, NJ 100.0% 750 617,787 824 2022 95.6% 95.7% $4,238 $4,242 $6,851 $5,315 $297,324 Liberty Towers Jersey City, NJ 100.0% 648 602,210 929 2003 94.9% 96.3% 4,038 3,850 6,469 4,261 265,000 BLVD 425 Jersey City, NJ 74.3% 412 369,515 897 2003 94.7% 97.3% 3,891 3,793 2,979 2,831 131,000 BLVD 475 Jersey City, NJ 100.0% 523 475,459 909 2011 97.6% 96.7% 4,020 3,870 4,751 3,548 165,000 BLVD 401 Jersey City, NJ 85.0% 311 273,132 878 2016 97.7% 98.4% 3,986 3,900 2,311 2,381 117,000 Soho Lofts Jersey City, NJ 100.0% 377 449,067 1,191 2017 97.1% 96.3% 4,538 4,414 2,902 2,693 160,000 Urby Harborside Jersey City, NJ 85.0% 762 474,476 623 2017 95.5% 95.0% 3,795 3,623 5,109 4,802 187,136 RiverHouse 9 Weehawken, NJ 100.0% 313 245,127 783 2021 96.5% 97.4% 4,212 3,865 2,497 2,293 110,000 RiverHouse 11 Weehawken, NJ 100.0% 295 250,591 849 2018 96.3% 97.3% 3,979 3,895 2,249 2,263 100,000 RiverTrace at Port Imperial West New York, NJ 22.5% 316 295,767 936 2014 93.0% 95.9% 3,625 3,546 2,195 2,162 82,000 Capstone at Port Imperial West New York, NJ 40.0% 360 337,991 939 2021 96.1% 94.2% 4,245 4,108 2,953 2,866 135,000 NJ Waterfront Subtotal 85.6% 5,067 4,391,122 867 95.8% 96.2% $4,048 $3,919 $41,266 $35,415 $1,749,460 Massachusetts Portside at East Pier East Boston, MA 100.0% 181 156,091 862 2015 94.9% 95.4% $3,100 $3,039 $1,148 $1,042 $58,998 Portside 2 at East Pier East Boston, MA 100.0% 296 230,614 779 2018 98.8% 96.2% 3,190 3,130 1,845 1,888 97,000 145 Front at City Square Worcester, MA 100.0% 365 304,936 835 2018 93.4% 95.3% 2,594 2,565 1,636 1,594 63,000 The Emery Revere, MA 100.0% 326 273,140 838 2020 94.2% 95.1% 2,639 2,623 1,407 1,391 72,000 Massachusetts Subtotal 100.0% 1,168 964,781 826 95.2% 95.5% $2,836 $2,798 $6,036 $5,915 $290,998 Other The Upton Short Hills, NJ 100.0% 193 217,030 1,125 2021 96.4% 93.3% $4,527 $4,682 $1,565 $1,367 $75,000 The James Park Ridge, NJ 100.0% 240 215,283 897 2021 93.3% 93.4% 2,913 2,797 1,349 1,330 — Signature Place Morris Plains, NJ 100.0% 197 203,716 1,034 2018 96.4% 95.9% 3,075 2,996 966 919 43,000 Quarry Place at Tuckahoe Eastchester, NY 100.0% 108 105,551 977 2016 96.3% 97.2% 4,085 4,115 712 701 41,000 RiverPark at Harrison Harrison, NJ 45.0% 141 124,774 885 2014 97.9% 98.6% 2,689 2,641 508 529 30,192 Metropolitian at 40 Park(1) Morristown, NJ 25.0% 130 124,237 956 2010 94.6% 93.8% 3,673 3,463 795 695 36,500 Metropolitian Lofts Morristown, NJ 50.0% 59 54,683 927 2018 96.6% 96.6% 3,536 3,495 254 299 18,200 Station House Washington, DC 50.0% 378 290,348 768 2015 93.4% 94.2% 3,117 2,763 2,094 1,722 90,447 Other Subtotal 72.8% 1,446 1,335,622 924 95.1% 94.9% $3,363 $3,238 $8,243 $7,562 $334,339 Operating Portfolio(2) 85.0% 7,681 6,691,525 871 95.6% 95.9% $3,734 $3,621 $55,545 $48,892 $2,374,797 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 June 30, 2023, Priority Capital included Metropolitan at $20,914,422 (Prudential). 2. Operating Portfolio includes properties that have achieved over 95% leased for six consecutive weeks. Excludes approximately 190,525 sqft of ground floor retail, of which 110,312 sqft is leased. 19 Property Listing - Multifamily $ in thousands, except per home


 
Commercial Location Ownership Spaces Rentable SF Year Complete Percentage Leased Q2 2023 Percentage Leased Q1 2023 NOI Q2 2023 NOI Q1 2023 Debt Balance Port Imperial Garage South Weehawken, NJ 70.0% 800 320,426 2013 N/A N/A $593 $411 $31,908 Port Imperial Garage North Weehawken, NJ 100.0% 786 304,617 2016 N/A N/A (12) 13 — Port Imperial Retail South Weehawken, NJ 70.0% 18,064 2013 100.0% 100.0% 208 165 — Port Imperial Retail North Weehawken, NJ 100.0% 8,400 2016 100.0% 100.0% 90 85 — Riverwalk at Port Imperial West New York, NJ 100.0% 30,423 2008 65.0% 65.0% 172 151 — Shops at 40 Park Morristown, NJ 25.0% 50,973 2010 69.0% 69.0% 283 306 6,067 Commercial Total 80.9% 732,903 75.5% 75.5% $1,334 $1,131 $37,975 Notes: See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. 1. Totals breakout prior to resolution of JV. 2. Total Waterfront figures do not include Harborside 1, 2, & 3 as the property was sold on 4/5/23. 3. Average base rents + escalations reflect rental values on a triple net basis. 20 Property Listing - Commercial, Land Bank, & Other Non-Strategic Assets $ in thousands Land Bank Potential Units Inside JV Outside JV Total(1) Hudson Waterfront 3,076 800 3,876 Greater NY/NJ 1,069 466 1,535 Boston Metro 864 — 864 Land Bank Total 5,009 1,266 6,275 Avg. Base Rent + Escalations Expirations (SF) Building Location Total SF Leased SF % Leased 2023 2024 2025 Harborside 5 Jersey City, NJ 977,225 380,705 39.0% $52.16 62,090 49,468 24,160 Harborside 6 Jersey City, NJ 231,856 47,452 20.5% 45.24 — — — Total Waterfront(2) 1,209,081 428,157 35.4% $51.39 62,090 49,468 24,160 23 Main Street(3) Holmdel, NJ 350,000 350,000 100.0% 19.12 350,000 — — Total Suburban 350,000 350,000 100.0% $19.12 350,000 — — Total Office Portfolio 1,559,081 778,157 49.9% $36.88 412,090 49,468 24,160


 
FFO, Core FFO, AFFO, NOI, Adjusted EBITDA, & EBITDAre (1) Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interest of $2,579 and $2,572 for the three months ended June 30, 2023 and 2022, respectively and $5,155 and $5,243 for the six months ended June 30, 2023 and 2022, respectively. Excludes non-real estate-related depreciation and amortization of $199 and $325 for the three months ended June 30, 2023 and 2022, respectively, and $584 and $650 for the six months ended June 30, 2023 and 2022, respectively. (2) Funds from operations is calculated in accordance with the definition of FFO of the National Association of Real Estate Investment Trusts (Nareit). See “Information About FFO, Core FFO, AFFO, NOI, Adjusted EBITDA & EBITDAre”. (3) Includes free rent of $642 and $1,917 for the three months ended June 30, 2023 and 2022, respectively and $3,867 and $4,118 for the six months ended June 30, 2023 and 2022, respectively. Also includes the Company's share from unconsolidated joint ventures of $(13) and $(319) for the three months ended June 30, 2023 and 2022, respectively and $13 and $(624) for the six months ended June 30, 2023 and 2022, respectively. (4) Excludes expenditures for tenant spaces in properties that have not been owned by the Company for at least a year and excludes Collector`s Universe. (5) Net Debt calculated by taking the sum of senior unsecured notes, unsecured revolving credit facility, and mortgages, loans payable and other obligations, and deducting cash and cash equivalents and restricted cash, all at period end. (6) Calculated based on weighted average common shares outstanding, assuming redemption of Operating Partnership common units into common shares 8,651 and 8,620 shares for the three months ended June 30, 2023 and 2022, respectively, and 8,897 and 8,642 for the six months ended June 30, 2023 and 2022, respectively, plus dilutive Common Stock Equivalents (i.e. stock options). 21 Endnotes


 
22 Q2 2023 Q1 2023 Multifamily Office / Corp Disc. Ops Total Multifamily Office / Corp Total Net Income (loss) $(12,805) $(17,330) $— $(30,135) $(11,015) $(5,215) $(16,230) Deduct: Real estate services income (644) 1 — (643) (911) — (911) Interest and other investment loss (income) (1) (3,926) — (3,927) (29) (87) (116) Equity in (earnings) loss of unconsolidated joint ventures (2,700) — — (2,700) 68 — 68 General & Administrative - property level — 3,488 (3,488) — 3 — 3 Realized and unrealized (gains) losses on disposition — — — — — (780) (780) (Gain) loss on disposition of developable land — — — — — 22 22 (Gain) loss from early extinguishment of debt, net — 2,657 — 2,657 (12) 12 — Other Income (710) (143) — (853) — — — Add: Real estate services expenses 2,352 2,037 — 4,389 1,897 46 1,943 General and administrative 660 8,932 (10) 9,582 1,354 8,932 10,286 Dead deal and transaction-related costs — 3,319 — 3,319 — 1,027 1,027 Depreciation and amortization 21,583 2,376 (275) 23,684 21,506 2,370 23,876 Interest expense 35,068 14 — 35,082 21,986 28 22,014 Land impairments — 3,396 — 3,396 3,396 — 3,396 Net operating income (NOI) $42,803 $4,821 $(3,773) $43,851 $38,243 $6,355 $44,598 Summary of Consolidated Multifamily NOI by Type (unaudited): Q2 2023 Q1 2023 Total Consolidated Multifamily - Operating Portfolio $41,637 $35,817 Total Consolidated Commercial(1) $1,051 $825 Total NOI from Consolidated Properties (excl. unconsolidated JVs/subordinated interests): $42,688 $36,642 NOI (loss) from services, land/development/repurposing & other assets $115 $1,601 Total Consolidated Multifamily NOI $42,803 $38,243 Reconciliation of Net Income (Loss) to NOI (three months ended) $ in thousands (unaudited) 1. 1Q NOI from hotels included in reconciliation.


 
23 Company Information Corporate Headquarters Stock Exchange Listing Contact Information Veris Residential, Inc. New York Stock Exchange Veris Residential, Inc. Harborside 3, 210 Hudson St., Ste. Investor Relations Department Jersey City, New Jersey 07311 Trading Symbol Harborside 3, 210 Hudson St., Ste. 400 (732) 590-1010 Common Shares: VRE Jersey City, New Jersey 07311 Anna Malhari Chief Operating Officer E-Mail: amalhari@verisresidential.com Web: www.verisresidential.com Executive Officers Mahbod Nia Amanda Lombard Taryn Fielder Jeff Turkanis Chief Executive Officer Chief Financial Officer General Counsel and Secretary EVP and Chief Investment Officer Anna Malhari Chief Operating Officer Equity Research Coverage Bank of America Merrill Lynch BTIG, LLC Citigroup Evercore ISI Josh Dennerlein Thomas Catherwood Nicholas Joseph Steve Sakwa Green Street Advisors JP Morgan Truist 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


 


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 Second Quarter 2023 Results
Jersey City, New Jersey – (July 26, 2023) – Veris Residential, Inc. (NYSE: VRE) (the “Company”) today reported results for the second quarter 2023.
OPERATIONAL HIGHLIGHTS FOR SECOND QUARTER 2023
Net loss available to common shareholders was $(0.30) per share.
Core Funds from Operations (“Core FFO”) per share of $0.16.
7,681-unit multifamily portfolio and Same Store 6,691-unit multifamily portfolio were 95.6% and 95.7% occupied, respectively, as of June 30, 2023.
Same Store multifamily Blended Net Rental Growth Rate of 11.7% for the quarter.
Same Store Net Operating Income ("NOI") increased by 21.8%, compared to the same quarter last year.
Raising annual Same Store NOI growth guidance to a range of 10% to 12%.

LATEST ADVANCEMENTS CEMENT POSITION AS A PURE-PLAY MULTIFAMILY REIT

Negotiated early redemption of Rockpoint interest in Veris Residential Trust for $520 million.

Concurrently, entered into a $115 million term loan and $60 million revolving credit facility, of which, $115 million of the term loan and $25 million of the revolving credit facility were drawn as of July 26, 2023.
Signed binding agreements for four non-strategic land plots, and Harborside 6 for $188 million.

Reinstated a quarterly dividend of $0.05 per common share effective for the third quarter of 2023.


ESG

Exceeded 50% Scope 1&2 reduction target for 2022 and the first company globally to achieve the WELL Equity Rating at the enterprise level.


Mahbod Nia, Chief Executive Officer, commented: "The negotiated early redemption of Rockpoint's interest substantially simplifies the Company`s overall structure while maximizing our strategic and operational flexibility. This latest advancement, alongside our continued progress with a further $188 million of assets under contract despite an extremely challenging transaction market, reflects a pivotal moment for the Company that cements our transformation to a multifamily REIT. With our transformation achieved, we will focus on building upon the outperformance of our Class A portfolio, which realized a 12% blended net rental growth rate during the quarter, optimizing our best-in-class operational platform, and working closely with the Board of Directors to maximize value for our shareholders."



FINANCIAL HIGHLIGHTS
Net (loss)/income available to common shareholders for the quarter ended June 30, 2023, was $(0.30) per share, compared to $0.25 per share, for the quarter ended June 30, 2022.  

For the second quarter 2023, Core FFO was $15.8 million, or $0.16 per share, compared to $15.3 million, or $0.15 per share, for the quarter ended June 30, 2022. Similarly, Core FFO was $14.9 million, or $0.15 per share for the quarter ended March 31, 2023.
For more information and a reconciliation of FFO, Core FFO, Core AFFO, 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 second quarter of 2023. Please note that all presented per share amounts are on a diluted basis.

For the six months ended June 30, Same Store NOI was up 18.9% compared to last year due to increased in-place rents across the portfolio as well as the successful resolution of two tax appeals in our Jersey City multifamily portfolio. Sequential Same Store NOI was up 13.1% driven by higher rents and lower real estate taxes.

The following table presents percentage changes in Same Store Residential rental revenue, operating expenses and NOI for the three months ended June 30, 2023, compared to the three months ended June 30, 2022, and the prior quarter.

Three Months Ended June 30,Sequential
20232022%Q2 2023Q1 2023%
Total Property Revenue$60,336$53,25013.3 %$60,336$57,7474.5 %
Controllable Expenses10,76410,2255.3 %10,76410,4752.8 %
Non-Controllable Expenses8,2999,126(9.1)%8,29910,794(23.1)%
Total Property Expenses19,06319,351(1.5)%19,06321,269(10.4)%
Same Store NOI
$41,273$33,89921.8 %$41,273$36,47813.1 %
MULTIFAMILY PORTFOLIO HIGHLIGHTS
As of June 30, the Company’s operating multifamily portfolio is comprised of 7,681-units and the Same Store portfolio comprised 6,691-units.
June 30, 2023March 31, 2023
Operating Units7,6817,681
% Physical Occupancy95.6%95.9%
Same Store Units6,6916,691
Same Store Occupancy95.7%96.0%
Same Store Blended Rental Growth Rate11.7%10.7%
Same Store Blended Rental Growth Rate (YTD)11.2%11.2%
Average Rent per Home$3,734$3,621


















TRANSACTION ACTIVITY

The Company closed on $525 million of non-strategic sales in 2023 so far:
In February, the Company closed on the sale of its Port Imperial Hotels for $97 million, fully exiting the hotel segment.
In March, the Company closed on a land parcel located at 101 Columbia Road for approximately $8 million.
In April, the Company closed the sale of Harborside 1, 2, & 3 for an aggregate price of $420 million, releasing approximately $360 million of net proceeds.

Currently, the Company has $205 million of non-strategic assets under binding contract:

AssetLand/CommercialGross Price (000s)
Harborside 6Commercial$46,000
107 Morgan StreetLand$61,000
2/3 CampusLand$23,000
Harborside 4 Land$58,000
23 Main StreetCommercial$17,000


BALANCE SHEET/CAPITAL MARKETS 
On July 25, the Company purchased and redeemed the preferred units and certain other ownership interests ("Put/Call Interests") from Rockpoint and its affiliates in Veris Residential Trust for $520 million. Concurrently, the Company entered into a transitional $60 million revolving credit facility (the "Revolver"), of which $25 million was drawn as of July 26, 2023, and $115 million term loan agreement (the "Term Loan" and collectively, the "Facility") to fund the buyout of Rockpoint`s interest and provide corporate liquidity. The Facility has a 1-year term and carries a initial borrowing rate of SOFR+ 360 bps with a 25 bps increase every 90 days. The Facility requires that all excess cash proceeds from dispositions and financings be used to repay the term loan. The Facility can be extended by 6 months at the maturity date if the term loan has been repaid by 50%.

As of June 30, 2023, the Company had a Debt-to-Undepreciated Assets ratio of 43.2% and Net-Debt-to-EBITDA of 8.6x

As of June 30, 2023, 99% of the Company`s total debt portfolio (consolidated and unconsolidated) is hedged or fixed. The Company`s total debt portfolio has a weighted average rate of 4.4% and weighted average maturity of 3.6 years.

As of July 26, 2023, the Company had a Net-Debt-to-EBITDA of 13.3x and total liquidity of approximately $55 million comprised of availability under its new revolving line of credit and unrestricted cash.


OPERATIONAL GUIDANCE

The Company is raising its growth projection ranges for 2023 shown below (compared to the full year 2022 Same Store NOI). The Company`s initial Same Store NOI growth projection range was 4-6% for 2023. Rental revenue growth has continued to exceed management`s expectations in the New Jersey Waterfront market.

Operational GuidanceLowHigh
Same Store Revenue Growth8%-10%
Same Store Expense Growth4%-6%
Same Store NOI Growth10%-12%

DIVIDEND POLICY

Given the recent advancements in our strategic transformation, the Board of Directors approved a quarterly dividend of $0.05 per common share to be paid on October 10, 2023, to shareholders of record as of September 30, 2023.





ESG

During the quarter, the Company released its 2022 ESG report detailing the progress it has made in becoming a more responsible, sustainable, and inclusive owner, operator, and developer, while continuing
its pursuit of long-term value creation for shareholders.

The Company has exceeded its previously announced target to reduce its Scope 1 and 2 emissions by 50% by 2030 (compared to 2019), a goal which was validated by the SBTi. The Company has been recognized as the first company globally to receive the WELL Equity Rating across its managed portfolio, as well as for its corporate headquarters.






CONFERENCE CALL/SUPPLEMENTAL INFORMATION
An earnings conference call with management is scheduled for July 27, 2023, at 9:00 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 (877) 451-6152 (domestic) or (201) 389-0879 (international) and requesting the Veris Residential second quarter 2023 earnings conference call.

The conference call will be rebroadcast on Veris Residential, Inc.’s website at:
http://investors.verisresidential.com/corporate-overview beginning at 9:00 a.m. Eastern Time on July 27, 2023.

A replay of the call will also be accessible July 27, 2023 through August 27, 2023 by calling (844) 512-2921 (domestic) or (412) 317-6671 (international) and using the passcode, 13739320.
Copies of Veris Residential, Inc.’s second quarter 2023 Form 10-Q and second quarter 2023 Supplemental Operating and Financial Data are available on Veris Residential, Inc.’s website, as follows:

Second Quarter 2023 Form 10-Q:
http://investors.verisresidential.com/sec-filings
Second Quarter 2023 Supplemental Operating and Financial Data:
https://investors.verisresidential.com/financial-information
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 second quarter 2023.
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 and Adjusted FFO ("AFFO")
Core FFO is defined as FFO, as adjusted for certain items to facilitate 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 Adjusted AFFO are 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 and Adjusted FFO are 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. As there is not a generally accepted definition established for Core FFO and Adjusted FFO, the Company's measures of Core FFO may not be comparable to the Core FFO and Adjusted FFO reported by other REITs. A reconciliation of net income per share to Core FFO and Adjusted FFO in dollars and per share are 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.


 




Investors
Anna Malhari
Chief Operating Officer
investors@verisresidential.com
Media
Amanda Shpiner/Grace Cartwright
Gasthalter & Co.
212-257-4170
veris-residential@gasthalter.com

 





Veris Residential, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts) (unaudited)
Three Months Ended
June 30
Six Months Ended
June 30
REVENUES2023202220232022
Revenue from leases$61,909 $47,313 $121,747 $91,256 
Real estate services643 896 1,554 1,807 
Parking income4,796 4,173 9,129 7,760 
Other income1,381 1,431 3,258 2,491 
Total revenues68,729 53,813 135,688 103,314 
EXPENSES
Real estate taxes7,860 7,911 18,980 16,201 
Utilities2,379 1,895 4,882 4,247 
Operating services14,044 13,100 26,307 25,964 
Real estate services expenses4,389 2,920 6,332 5,283 
General and administrative9,582 11,527 19,865 30,976 
Transaction related costs3,319 1,345 4,347 1,345 
Depreciation and amortization23,684 21,015 47,331 39,456 
Land and other impairments, net— 3,900 3,396 6,832 
Total expenses65,257 63,613 131,440 130,304 
OTHER (EXPENSE) INCOME
Interest expense(21,692)(14,741)(43,706)(26,348)
Interest cost of mandatorily redeemable noncontrolling interests(13,390)— (13,390)— 
Interest and other investment income 3,927 189 4,043 347 
Equity in earnings of unconsolidated joint venture2,700 2,638 2,633 2,151 
Gain (loss) on disposition of developable land— 55,125 (22)57,748 
Loss from extinguishment of debt, net(2,657)(129)(2,657)(129)
Other income, net853 — 2,851 — 
Total other (expense) income, net(30,259)43,082 (50,248)33,769 
(Loss) Income from continuing operations(26,787)33,282 (46,000)6,779 
Discontinued operations:
Income from discontinued operations140 5,808 2,344 25,948 
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net(3,488)(4,440)(2,709)(2,604)
Total discontinued operations, net(3,348)1,368 (365)23,344 
Net (loss) Income(30,135)34,650 (46,365)30,123 
Noncontrolling interests in consolidated joint ventures636 784 1,223 1,758 
Noncontrolling interests in Operating Partnership from continuing operations2,384 (2,568)4,696 305 
Noncontrolling interests in Operating Partnership in discontinued operations298 (127)22 (2,102)
Redeemable noncontrolling interests(617)(6,366)(6,983)(12,803)
Net (loss) Income available to common shareholders$(27,434)$26,373 $(47,407)$17,281 
Basic earnings per common share:
Loss from continuing operations$(0.27)$0.24 $(0.56)$(0.11)
Discontinued operations$(0.03)$0.01 $0.00 $0.23 
Net loss available to common shareholders$(0.30)$0.25 $(0.56)$0.12 
Diluted earnings per common share:
(Loss) Income from continuing operations$(0.27)$0.24 $(0.56)$(0.11)
Discontinued operations$(0.03)0.010.000.23
Net (loss) income available to common shareholders$(0.30)$0.25 $(0.56)$0.12 
Basic weighted average shares outstanding91,87391,02791,55190,989
Diluted weighted average shares outstanding100,854100,352100,691100,171



Veris Residential, Inc.
Statements of Funds from Operations and Core FFO
(in thousands, except per share/unit amounts) (unaudited)
Three Months Ended
June 30
Six Months Ended
June 30
2023202220232022
Net (loss)/gain available to common shareholders$(27,434)$26,373 $(47,407)$17,281 
Add (deduct): Noncontrolling interests in Operating Partnership(2,384)2,568 (4,696)(305)
Noncontrolling interests in discontinued operations(298)127 (22)2,102 
Real estate-related depreciation and amortization
  on continuing operations (a)
26,064 23,413 52,053 44,352 
Real estate-related depreciation and amortization
  on discontinued operations
275 6,863 5,231 14,784 
Discontinued operations: Realized losses and unrealized losses on disposition of rental property, net3,488 4,440 2,709 2,604 
Funds from operations (b)$(289)$63,784 $7,868 $80,818 
Add (Deduct):
Loss from early extinguishment of debt, net2,657 129 2,669 6,418 
Land and other impairments— 3,900 3,396 6,832 
(Gain)/loss on disposition of developable land— (55,125)22 (57,748)
Rebranding and Severance/Compensation related costs817 1,225 1,781 8,867 
Redemption value adjustment to mandatorily redeemable noncontrolling interests7,641 — 7,641 — 
Lease breakage fee, net— — — (22,664)
Interest derivative1,619 (2)2,752 (2)
Dead deal and transaction-related costs3,319 1,345 4,347 1,345 
Core FFO$15,764 $15,256 $30,476 $23,866 
Diluted weighted average shares/units outstanding (c)100,854 100,352 100,691 100,171 
Funds from operations per share/unit-diluted$0.00 $0.64 $0.08 $0.81 
Core funds from operations per share/unit-diluted$0.16 $0.15 $0.30 $0.24 
Dividends declared per common share$— $— $— $— 
Supplemental Information:
Non-incremental revenue generating capital expenditures:
     Building improvements$(2,339)$(2,243)$(4,431)$(5,492)
     Tenant improvements & leasing commissions (d)(195)(1,611)(547)(6,261)
Tenant improvements & leasing commissions
  on space vacant for more than a year
302 (9,606)(434)(15,898)
Straight-line rent adjustments (e)893 1,981(360)6,627
Amortization of (above)/below market lease intangibles, net(49)4(79)(106)
Amortization of stock compensation3,614 3,019 5,761 5,638 
Amortization of lease inducements— 37 15 75 
Non real estate depreciation and amortization199 325 584 650 
Amortization of deferred financing costs621 1,181 1,832 2,358 



(a)
Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interest of $2,579 and $2,572 for the three months ended June 30, 2023 and 2022, respectively and $5,155 and $5,243 for the six months ended June 30, 2023 and 2022, respectively. Excludes non-real estate-related depreciation and amortization of $199 and $325 for the three months ended June 30, 2023 and 2022, respectively, and $584 and $650 for the six months ended June 30, 2023 and 2022, 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 8,651 and 8,620 shares for the three months ended June 30, 2023 and 2022, respectively, and 8,897 and 8,642 for the six months ended June 30, 2023 and 2022, 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 $642 and $1,917 for the three months ended June 30, 2023 and 2022, respectively and $3,867 and $4,118 for the six months ended June 30, 2023 and 2022, respectively. Also includes the Company's share from unconsolidated joint ventures of $(13) and $(319) for the three months ended June 30, 2023 and 2022, respectively and $13 and $(624) for the six months ended June 30, 2023 and 2022, respectively.










Veris Residential, Inc.
Statements of Funds from Operations (FFO) and Core FFO per Diluted Share
(in thousands, except per share/unit amounts) (unaudited)


Three Months Ended
June 30
Six Months Ended
June 30
2023202220232022
Net (loss)/gain available to common shareholders$(0.27)$0.26 $(0.47)$0.17 
Add (deduct):Real estate-related depreciation and amortization on continuing operations (a)(0.02)0.03 (0.05)0.00 
Noncontrolling interests in discontinued operations0.00 0.00 0.00 0.02 
Real estate-related depreciation and amortization on discontinued operations0.26 0.23 0.52 0.44 
Real estate-related depreciation and amortization on continuing operations0.00 0.07 0.05 0.15 
Real estate-related depreciation and amortization on discontinued operations0.03 0.04 0.03 0.03 
Funds from operations (b)$0.00 $0.64 $0.08 $0.81 
Add (Deduct):
Loss from early extinguishment of debt, net0.03 0.00 0.03 0.06 
Land and other impairments0.00 0.04 0.03 0.07 
(Gain) on disposition of developable land0.00 (0.55)0.00 (0.58)
Rebranding and Severance/Compensation related costs0.01 0.01 0.02 0.09 
Redemption value adjustment to mandatorily redeemable noncontrolling interests0.08 0.00 0.08 0.00 
Lease breakage fee, net0.00 0.00 0.00 (0.23)
Amortization of derivative premium0.02 0.00 0.03 0.00 
Dead Deal and Transaction related costs0.03 0.01 0.04 0.01 
Core FFO$0.16 $0.15 $0.30 $0.24 
Diluted weighted average shares/units outstanding (c)100,854 100,352 100,691 100,171 


(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 June 30, 2023 and 2022, respectively, and $(0.05) and $(0.05) for the six months ended June 30, 2023 and 2022, 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 8,651 and 8,620 shares for the three months ended June 30, 2023 and 2022, respectively, and 8,897 and 8,642 for the six months ended June 30, 2023 and 2022, respectively, plus dilutive Common Stock Equivalents (i.e. stock options).




Veris Residential, Inc.
Consolidated Balance Sheets
(in thousands, except per share amounts) (unaudited)
ASSETSJune 30,
2023
December 31,
2022
Rental property
Land and leasehold interests$483,195 $492,204 
Buildings and improvements2,845,193 3,332,315 
Tenant improvements40,809 122,509 
Furniture, fixtures and equipment100,803 99,094 
3,470,000 4,046,122 
Less – accumulated depreciation and amortization(438,113)(631,910)
3,031,887 3,414,212 
Real estate held for sale, net122,690 193,933 
Net investment in rental property3,154,577 3,608,145 
Cash and cash equivalents396,940 26,782 
Restricted cash27,614 20,867 
Investments in unconsolidated joint ventures122,435 126,158 
Unbilled rents receivable, net7,808 39,734 
Deferred charges and other assets, net58,961 96,162 
Accounts receivable4,498 2,920 
Total Assets$3,772,833 $3,920,768 
LIABILITIES & EQUITY
Mortgages, loans payable and other obligations, net$1,820,981 $1,903,977 
Mandatorily redeemable noncontrolling interests487,619 — 
Dividends and distributions payable72 110 
Accounts payable, accrued expenses and other liabilities53,239 72,041 
Rents received in advance and security deposits15,710 22,941 
Accrued interest payable6,963 7,131 
Total Liabilities$2,384,584 $2,006,200 
Redeemable noncontrolling interests40,231 515,231 
Equity:
Veris Residential, Inc. stockholders’ equity:
Common stock, par value, shares authorized, and shares outstanding918 911 
Additional paid-in capital2,540,309 2,532,182 
Dividends in excess of net earnings(1,348,792)(1,301,385)
Accumulated other comprehensive income4,518 3,977 
Total Veris Residential, Inc. Stockholders’ Equity$1,196,953 $1,235,685 
Noncontrolling interests in subsidiaries:
Operating Partnership115,307 126,109 
Consolidated joint ventures35,758 37,543 
Total Noncontrolling Interests in Subsidiaries151,065 163,652 
Total Equity1,348,018 1,399,337 
Total Liabilities and Equity$3,772,833 $3,920,768 


v3.23.2
Cover
Jul. 26, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 26, 2023
Entity Registrant Name VERIS RESIDENTIAL, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 1-13274
Entity Tax Identification Number 22-3305147
Entity Address, Address Line One Harborside 3, 210 Hudson St.
Entity Address, Address Line Two Ste. 400
Entity Address, City or Town Jersey City
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 7311
City Area Code 732
Local Phone Number 590-1010
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol VRE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000924901

Veris Residential (NYSE:VRE)
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