Veris Residential : Earnings Release and Supplemental Q1 2024

Table Of Contents

Page(s)

• Earnings Release
  Key Financial Data

• Consolidated Balance Sheet

• Consolidated Statement of Operations

• FFO, Core FFO and Core AFFO

1. Adjusted EBITDA and EBITDAre
2. Components of Net Asset Value

Operating Portfolio

1. Multifamily Operating Portfolio
2. Commercial Assets and Developable Land
3. Same Store Market Information
4. Same Store Performance
   Debt
5. Debt Profile
6. Debt Summary and Maturity Schedule
   Reconciliations and Additional Details
7. Annex 1: Transaction Activity
8. Annex 2: Reconciliation of NOI
9. Annex 3: Consolidated Statements of Operations and Non-GAAP Financial Footnotes
10. Annex 4: Unconsolidated Joint Ventures
11. Annex 5: Debt Profile Footnotes
12. Annex 6: Multifamily Property Information

23	Annex 7: Noncontrolling Interests in Consolidated Joint Ventures
25	Non-GAAP Financial Definitions
27	Company Information

V E R I S R E S I D E N T I A L, I N C.

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NEWS RELEASE

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For Immediate Release

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Veris Residential, Inc.

Reports First Quarter 2024 Results

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JERSEY CITY, N.J., April 24, 2024 -- Veris Residential, Inc. (NYSE: VRE) (the "Company"), a forward-thinking, environmentally and socially conscious multifamily REIT, today reported results for the first quarter 2024.

	Three Months Ended,
	March 31, 2024 December 31, 2023
Net Income (Loss) per Diluted Share	$(0.04)	$(0.06)
Core FFO per Diluted Share	$0.14	$0.12
Core AFFO per Diluted Share	$0.18	$0.14
Dividend per Diluted Share	$0.0525	$0.0525

CAPITAL ALLOCATION AND BALANCE SHEET

• Sold $179 million of non-strategic assets, including the last office asset; two land parcels are currently under binding contract for $28 million.
• Secured a new $500 million three-plus-one-year term revolving credit facility and term loan package.
• Combination of proceeds from closed asset sales and new facilities to address all consolidated debt maturities through the end of 2025.
• Raising 2024 guidance, reflecting positive earnings impact anticipated from new, alternative financing strategy and anticipated debt reduction.

OPERATIONAL PERFORMANCE

• Same Store multifamily Blended Net Rental Growth Rate of 4.6%.
• Same Store NOI growth of over 14% YOY and 4% sequentially.
• Earned highest Online Reputation Assessment (ORA®) Score of REITs in the United States.
• Achieved highest ISS ESG Corporate Score of real estate companies in the United States.

Mahbod Nia, Chief Executive Officer, commented:"We had a positive start to the year, implementing and advancing a number of value-enhancing operational, capital recycling and balance-sheet-related initiatives, while continuing to deliver strong financial results."

"Despite the challenging credit environment, we were able to secure a $500 million credit facility and term loan from a broad range of lenders, providing us with substantial liquidity, financial flexibility and potential for enhanced earnings, as reflected in our raised guidance. We also unlocked another $145 million of idle equity from non-strategic asset sales while continuing to generate solid operational performance, as evidenced by our Same Store year-over-year NOI growth of 14%. Looking ahead, we are well positioned to execute on our multi-pronged optimization strategy as we seek to continue creating value for our shareholders."

	March 31, 2024	March 31, 2023
Same Store Units	7,622	7,622
Same Store Occupancy	94.1%	95.9%
Same Store Blended Rental Growth Rate	4.6%	10.2%
Average Rent per Home	$3,899	$3,622

SAME STORE PORTFOLIO PERFORMANCE

Haus25 and The James were added to the Same Store pool in 2024. These properties contributed nearly $8.7 million to NOI in the first quarter.

The following table presents a more detailed breakout of Same Store performance:

	Three Months Ended March 31,
	2024	2023	%
Total Property Revenue	$74,092	$68,063	8.9%
Controllable Expenses	12,622	12,517	0.8%
Non-Controllable Expenses	12,083	12,318	(1.9)%
Total Property Expenses	24,705	24,835	(0.5)%
Same Store NOI	$49,387	$43,228	14.2%

TRANSACTION ACTIVITY

As previously announced, the Company closed on the sales of 2 Campus and The Metropolitan Lofts joint venture for a combined gross price of $40 million, releasing approximately $16 million in net proceeds.

The last office asset in the portfolio, Harborside 5, sold for $85 million, releasing approximately $81 million in net proceeds.

Subsequent to quarter end, 107 Morgan land parcel sold for $54 million, releasing approximately $48 million in net proceeds. An additional $28 million across two land parcels are under binding contract with an expected close in the first half of 2024.

FINANCE AND LIQUIDITY

Virtually all (99.9%) of the Company`s debt is hedged or fixed. The Company`s total debt portfolio has a weighted average rate of 4.4% and weighted average maturity of 3.5 years.

	Three Months Ended,
Balance Sheet Metric	March 31, 2024	December 31, 2023
Weighted Average Interest Rate	4.4%	4.5%
Weighted Average Years to Maturity	3.5	3.7
Interest Coverage Ratio	1.5x	1.5x
Net Debt	1,714,800	1,799,318
TTM EBITDA	142,543	151,201
TTM Net Debt to EBITDA	12.0x	11.9x

On April 22, 2024, the Company successfully replaced its existing revolving credit facility and term loan package with a new $500 million secured facility package, comprising a $200 million delayed-draw term loan and $300 million revolving credit facility. Both the revolving credit facility and term loan have a three- year term and a one-year extension option. The facility package also has sustainability linked KPIs and includes a $200 million accordion feature.

Proceeds from the facilities will be used to repay existing loans over time as well as for general corporate purposes. No funds were drawn at closing. The Company expects to utilize interest rate caps to partially hedge future drawn funds.

DIVIDEND

The Company paid a dividend of $0.0525 per share on April 16, 2024.

ESG

In the first quarter, Veris Residential earned the highest ISS ESG Corporate Score of all real estate companies in the United States, surpassing all but three real estate companies globally. The Company was also named a Gold Green Lease Leader by the US Department of Energy and secured three awards from the International WELL Building Institute: the WELL Concept Leader Award, Equity Leadership Award, and Commitment and Engagement Award.

GUIDANCE

As a result of the anticipated earnings impact of the Company`s new credit facilities and associated debt reduction, the Company is raising its Core FFO per Share guidance in accordance with the following table:

2024 Guidance Ranges

Same Store Revenue Growth

Same Store Expense Growth

Same Store NOI Growth

Low		High
4.0%	-	5.0%
5.0%	-	6.0%
2.5%	-	5.0%

Core FFO per Share Guidance	Low		High
Net Loss per Share	$(0.38)	-	$(0.34)
Add back: Depreciation per Share	$0.88	-	$0.88
Core FFO per Share	$0.50	-	$0.54

CONFERENCE CALL/SUPPLEMENTAL INFORMATION

An earnings conference call with management is scheduled for Thursday, April 25, 2024, at 8:30 a.m. Eastern Time and will be broadcast live via the Internet at: http://investors.verisresidential.com/.

The live conference call is also accessible by dialing [phone] (domestic) or [phone] (international) and requesting the Veris Residential first quarter 2024 earnings conference call.

The conference call will be rebroadcast on Veris Residential, Inc.'s website at: http://investors.verisresidential.com/ beginning at 8:30 a.m. Eastern Time on Thursday, April 25, 2024.

A replay of the call will also be accessible Friday, April 26, 2024, through Sunday, May 26, 2024, by calling

1. 512-2921(domestic) or [phone] (international) and using the passcode, 137343562.
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   Copies of Veris Residential, Inc.'s first quarter 2024 Form 10-Q and first quarter 2024 Supplemental Operating and Financial Data are available on Veris Residential, Inc.'s website: Financial Results

In͏ 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

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ABOUT THE COMPANY

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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 principle; a best-in-class and sustainable approach to operations; and an inclusive culture based on equality and meritocratic empowerment.

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For additional information on Veris Residential, Inc. and our properties available for lease, please visit http:// www.verisresidential.com/.

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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.

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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	Media
Anna Malhari	Amanda Shpiner/Grace Cartwright
Chief Operating Officer	Gasthalter & Co.
[e-mail]	[e-mail]
Additional details on Company Informationpage.

Consolidated Balance Sheet

(in thousands) (unaudited)

ASSETS

Rental property

Land and leasehold interests

Buildings and improvements

Tenant improvements

Furniture, fixtures and equipment

Less - accumulated depreciation and amortization

Real estate held for sale, net

Net investment in rental property Cash and cash equivalents Restricted cash

Investments in unconsolidated joint ventures Unbilled rents receivable, net

Deferred charges and other assets, net Accounts receivable

Total Assets

LIABILITIES & EQUITY

Mortgages, loans payable and other obligations, net Dividends and distributions payable

Accounts payable, accrued expenses and other liabilities Rents received in advance and security deposits Accrued interest payable

Total Liabilities

Redeemable noncontrolling interests

Total Stockholders' Equity

Noncontrolling interests in subsidiaries:

Operating Partnership

Consolidated joint ventures

Total Noncontrolling Interests in Subsidiaries

Total Equity

Total Liabilities and Equity

March 31, 2024	December 31, 2023
$463,826	$474,499
2,633,849	2,782,468
8,391	30,908
105,668	103,613
3,211,734	3,391,488
(372,241)	(443,781)
2,839,493	2,947,707
66,975	58,608
2,906,468	3,006,315
112,701	28,007
25,649	26,572
118,830	117,954
1,542	5,500
45,999	53,956
1,671	2,742
$3,212,860	$3,241,046
1,853,149	1,853,897
5,642	5,540
53,839	55,492
12,234	14,985
6,486	6,580
1,931,350	1,936,494
9,294	24,999
1,132,231	1,137,478
106,544	107,206
33,441	34,869
$139,985	$142,075
$1,272,216	$1,279,553
$3,212,860	$3,241,046

7

Consolidated Statement of Operations

(In thousands, except per share amounts) (unaudited) 1

REVENUES

Revenue from leases Real estate services Parking income Other income

Total revenues

EXPENSES

Three Months Ended March 31,

20242023

$60,642 $56,097

922911

3,7453,728

2,0311,862

67,34062,598

Real estate taxes	9,177	9,559
Utilities	2,271	2,063
Operating services	12,570	11,383
Real estate services expenses	5,242	1,943
General and administrative	11,088	10,281
Transaction related costs	516	1,027
Depreciation and amortization	20,117	21,788
Land and other impairments, net	-	3,396
Total expenses	60,981	61,440
OTHER (EXPENSE) INCOME
Interest expense	(21,500)	(22,014)
Interest and other investment income	538	116
Equity in earnings (losses) of unconsolidated joint ventures	254	(68)
Gain (loss) on disposition of developable land	784	(22)
Gain (loss) on sale of unconsolidated joint venture interests	7,100	-
Other income (expense), net	255	1,998
Total other (expense) income, net	(12,569)	(19,990)
Loss from continuing operations before income tax expense	(6,210)	(18,832)
Provision for income taxes	(59)	-
Loss from continuing operations after income tax expense	(6,269)	(18,832)
Income from discontinued operations	252	1,822
Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net	1,548	780
Total discontinued operations, net	1,800	2,602
Net loss	(4,469)	(16,230)
Noncontrolling interest in consolidated joint ventures	495	587
Noncontrolling interests in Operating Partnership of income from continuing operations	523	2,277
Noncontrolling interests in Operating Partnership in discontinued operations	(155)	(241)
Redeemable noncontrolling interests	(297)	(6,366)
Net loss available to common shareholders	$(3,903)	$(19,973)
Basic earnings per common share:
Net loss available to common shareholders	$(0.04)	$(0.27)
Diluted earnings per common share:
Net loss available to common shareholders	$(0.04)	$(0.27)
Basic weighted average shares outstanding	92,275	91,226
Diluted weighted average shares outstanding(6)	100,968	100,526

1 For more details see Reconciliation to Net Income (Loss) to NOI

8

FFO, Core FFO and Core AFFO

(in thousands, except per share/unit amounts)

Three Months Ended March 31,

Net loss available to common shareholders

Add (deduct): Noncontrolling interests in Operating Partnership

Noncontrolling interests in discontinued operations

Real estate-related depreciation and amortization on continuing operations(1)

Real estate-related depreciation and amortization on discontinued operations

Continuing operations: Gain on sale from unconsolidated joint ventures

Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net

FFO(2)

Add/(Deduct):

Loss from extinguishment of debt, net

Land and other impairments

(Gain) Loss on disposition of developable land

Rebranding and Severance/Compensation related costs (G&A)

Rebranding and Severance/Compensation related costs (RE Services)

Amortization of derivative premium

Transaction related costs

Core FFO

Add (Deduct) Non-Cash Items:

Straight-line rent adjustments(3)

Amortization of market lease intangibles, net

Amortization of lease inducements

Amortization of stock compensation

Non-real estate depreciation and amortization

Amortization of deferred financing costs

Deduct:

Non-incremental revenue generating capital expenditures:

Building improvements

Tenant improvements and leasing commissions(4)

Tenant improvements and leasing commissions on space vacant for more than one year

Core AFFO(2)

Funds from Operations per share/unit-diluted

Core Funds from Operations per share/unit-diluted

Dividends declared per common share

See Non-GAAPFinancial Definitions.

See Consolidated Statements of Operations and Non-GAAPFinancial Footnotespage.

20242023

$(3,903) $(19,973)

1. (2,277)

155241

22,63124,129

6686,815

(7,100)-

(1,548)(780)

$10,380$8,155

• 12
• 3,396

1. 22

1,6371,148

1,526-

1. 1,133

1. 1,027

$14,179 $14,893

25(1,253)

1. (30)

• 15

3,7272,877

210384

1,2421,211

(1,040)(2,092)

1. (352)
   -(736)

$18,334 $14,917

$0.10$0.08

$0.14$0.15

$0.0525-

9

Adjusted EBITDA and EBITDAre

($ in thousands) (unaudited)

Core FFO (calculated on a previous page)

Deduct:

Equity in (earnings) loss of unconsolidated joint ventures

Equity in earnings share of depreciation and amortization

Add-back:

Interest expense

Amortization of derivative premium

Recurring joint venture distributions

Noncontrolling interests in consolidated joint ventures

Redeemable noncontrolling interests

Income tax expense

Adjusted EBITDA

Add/(Deduct):

Noncontrolling interests in Operating Partnership of income from continuing operations Noncontrolling interests in Operating Partnership in discontinued operations Noncontrolling interests in consolidated joint ventures(a)

Redeemable noncontrolling interests

Interest expense

Income tax expense

Depreciation and amortization

Deduct:

Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net Equity in (earnings) loss of unconsolidated joint ventures

Add:

Company's share of property NOI's in unconsolidated joint ventures(1)

EBITDAre

Add:

Loss from extinguishment of debt, net

Severance and compensation-related costs

Transaction related costs

Land and other impairments, net

Gain on disposition of developable land

Amortization of derivative premium

Adjusted EBITDAre

Net debt at period end(5)

Net debt to Adjusted EBITDA

See Consolidated Statements of Operations and Non-GAAPFinancial Footnotespage.

See Non-GAAPFinancial Definitions.

1. See Noncontrolling Interests in Consolidated Joint Venturespage.

Three Months Ended March 31,

20242023

$14,179$14,893

1. 68
   (2,724)(2,576)

21,50022,836

1. (1,133)

1,7011,547

1. (587)

1. 6,366

1. 51

$33,177 $41,465

1. (2,277)

155241

1. (587)
   2976,366

21,50022,836

8251

20,78528,754

(1,548)(780)

1. 68

7,72813,381

$43,824 $48,080

• 12

1,6371,148

5161,027

-3,396

1. 22
   9041,133

$46,097 $54,818

$1,714,800 $1,763,369

12.9x10.6x

10