What changed in this filing

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Item 2. Properties

2024-02-21 compared with 2023-02-27 · 66 added, 94 removed, 180 unchanged (47% of the section changed)

As of December 31, 2022, our consolidated portfolio consisted of 29 outlet centers totaling 11.4 million square feet located in 18 states and one center under construction.

We own interests in six other outlet centers totaling approximately 2.1 million square feet through unconsolidated joint ventures, including two outlet centers in Canada.

Our portfolio also includes one managed center totaling approximately 500,000 square feet.

As of December 31, 2023, our consolidated portfolio consisted of 31 outlet centers and one open-air lifestyle center, totaling 12.7 million square feet located in 18 states.

We own interests in six other outlet centers totaling approximately 2.1 million square feet through unconsolidated joint ventures, including two outlet centers located in Canada.

Our portfolio also includes two managed centers totaling approximately 760,000 square feet.

Each of our outlet centers, except one joint venture property, features the Tanger brand name.

Our consolidated outlet centers range in size from 181,687 to 739,148 square feet.

The outlet centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers.

We believe that the outlet centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant.

The outlet center in Deer Park, New York is the only property that comprises 10% or more of our consolidated total assets as of December 31, 2022.

Our consolidated centers range in size from 181,687 to 739,148 square feet.

The centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers.

We believe that our centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant.

No property comprises more than 10% or more of our consolidated total assets as of December 31, 2023.

Our asset in Deer Park represented more than 10% of our consolidated total assets in 2022.

With the addition of Nashville, Asheville and Huntsville, Deer Park's total assets now fall below 10% of our consoliated total assets.

No property comprises more than 10% of our consolidated revenues for the year ended December 31, 2023.

See "Properties - Significant Property" for further details.

We have an ongoing strategy of acquiring outlet centers, developing new outlet centers and expanding existing outlet centers.

We have an ongoing strategy of acquiring centers, developing new centers and expanding existing centers.

See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of the cost of such programs and the sources of financing thereof.

As of December 31, 2022, of the 29 outlet centers in our consolidated portfolio, we own the land underlying 23 and have ground leases on six.

The following table sets forth information about the land leases on which all or a portion of the outlet centers are located:

Outlet Center Acres Expiration Expiration including renewal terms at our option

As of December 31, 2023, of the 32 centers in our consolidated portfolio, we own the land underlying 26 and have ground leases on all or a portion of six centers.

The following table sets forth information about such land leases:

Acres Expiration Expiration including renewal terms at our option

Myrtle Beach Hwy 17, SC 40.0 2027 2096

4 unchanged sentences

Rehoboth Beach, DE 2.7 2044 2064

Generally, our leases with our outlet center tenants typically have an initial term that ranges from 5 to 10 years and provide for the payment of fixed monthly rent in advance.

Generally, our leases with our center tenants typically have an initial term that ranges from 5 to 10 years and provide for the payment of fixed monthly rent in advance.

There are often contractual base rent increases during the initial term of the lease.

1 unchanged sentence

A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in operating expenses resulting from inflation.

The following table summarizes certain information with respect to our consolidated outlet centers as of December 31, 2022:

The following table summarizes certain information with respect to our consolidated centers as of December 31, 2023:

State Number of

Outlet Centers Square

Centers Square

of Square Feet

1 unchanged sentence

New York 2 1,468,428 12

Alabama 2 1,205,760 9

Georgia 3 1,140,579 9

1 unchanged sentence

Texas 2 823,650 6

Tennessee 2 740,624 6

North Carolina 2 701,362 5

Michigan 2 671,571 5

Alabama 1 554,736 5

Delaware 1 547,937 4

New Jersey 1 484,748 4

Tennessee 1 449,968 4

Arizona 1 410,753 3

3 unchanged sentences

Louisiana 1 321,066 3

North Carolina 1 319,762 3

Connecticut 1 311,229 2

1 unchanged sentence

Total 32 12,690,192 100

The following table summarizes certain information with respect to our existing outlet centers in which we have an ownership interest as of December 31, 2022.

Except as noted, all properties are fee owned:

Location Legal Ownership % Square Feet % Occupied

Consolidated Outlet Centers

The following table summarizes certain information with respect to our consolidated centers in which we have an ownership interest as of December 31, 2023.

Except as noted, all properties are fully owned:

Location Legal Ownership % Square Feet (4)

% Occupied (4)

Consolidated Centers

Deer Park, New York 100 739,148 100

1 unchanged sentence

100 729,280 94

Huntsville, Alabama

100 651,024 88

Foley, Alabama 100 554,736 97

12 unchanged sentences

Charleston, South Carolina 100 386,328 100

Asheville, North Carolina 100 381,600 96

Lancaster, Pennsylvania 100 376,203 100

13 unchanged sentences

100 311,229 89

Nashville, Tennessee 100 290,656 97

Tilton, New Hampshire 100 250,558 92

8 unchanged sentences

See Notes 8 and 9 to the consolidated financial statements for further details of our debt obligations.

(4) Excludes square footage and occupancy associated with ground leases to tenants.

(5) Total excludes the Nashville, TN center which opened in October 2023 and has yet to stabilize.

Location Legal Ownership % Square

17 unchanged sentences

Base Rents and Occupancy Rates

The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated outlet centers:

The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated centers:

2023 2022 2021 2020 (2)

1 unchanged sentence

Average annual base rent per square foot $ 26.07 $ 25.25 $ 23.79 $ 21.10 $ 25.35

(1) Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions divided by the weighted average square feet of the consolidated portfolio.

Average annual base rent excludes common area maintenance and reimbursements.

1 unchanged sentence

Lease Expirations

The following table sets forth, as of December 31, 2022, scheduled lease expirations for our consolidated outlet centers, assuming none of the tenants exercise renewal options:

The following table sets forth, as of December 31, 2023, scheduled lease expirations for our consolidated centers, assuming none of the tenants exercise renewal options:

of Leases Expiring Approx.

16 unchanged sentences

2,107 10,791 $ 29.38 $ 317,046 100

(1) Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to-month leases totaling in the aggregate approximately 2.5 million square feet of our consolidated outlet centers.

(1) Excludes leases that have been entered into but which tenant has not yet taken possession, vacant space, leases that have turned over but are not open, and temporary leases, totaling in the aggregate approximately 1.9 million square feet of our consolidated centers.

(2) Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases.

Includes rents which are based on a percentage of sales in lieu of fixed contractual rents.

Includes rents that are based on a percentage of gross sales in lieu of fixed contractual rents and ground lease rents.

Changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases or renewals of existing leases will increase from current levels, if at all.

Expiring leases

The following table sets forth information regarding the expiring leases for our consolidated outlet centers during each of the last five calendar years:

The following table sets forth information regarding the expiring leases for our consolidated centers during each of the last five calendar years:

Total Expiring Renewed by Existing

(in 000's) % of

Total Outlet Center Square Feet (2)

Total Center Square Feet (2)

(in 000's) % of

12 unchanged sentences

Prior period results have been revised to conform with the current period presentation.

The following table sets forth leasing activity for each of the calendar years for comparable space for executed leases for consolidated outlet centers.

The following table sets forth leasing activity for each of the calendar years for comparable space for executed leases for consolidated centers.

Renewals of Existing Leases Stores Re-leased to New Tenants

16 unchanged sentences

Occupancy Costs

We believe that our ratio of average tenant occupancy cost (which includes base rent, common area maintenance, real estate taxes, insurance, advertising and promotions) to average sales per square foot is low relative to other forms of retail distribution.

The following table sets forth for tenants that report sales, for each of the last five calendar years, tenant occupancy costs per square foot as a percentage of reported tenant sales per square foot for our consolidated outlet centers:

Year Occupancy Costs as a

3 unchanged sentences

As of December 31, 2023, our occupancy cost ratio increased to 9.3%.

The increase from 2021 relates to higher operating costs.

The following table sets forth certain information for our consolidated outlet centers with respect to our 25 largest tenants based on total annualized base rent as of December 31, 2022 (1) :

The increase from 2022 predominantly relates to higher tenant occupancy costs.

The following table sets forth certain information for our consolidated centers with respect to our 25 largest tenants based on total annualized base rent as of December 31, 2023 (1) :

Tenant Brands # of

2 unchanged sentences

The Gap, Inc.

Gap, Banana Republic, Old Navy 81 867,805 7.0 % 5.3 %

SPARC Group Aéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica 88 530,635 4.3 % 4.0 %

Premium Apparel, LLC;

The Talbots, Inc.

LOFT, Ann Taylor, Lane Bryant, Talbots 76 406,570 3.3 % 3.9 %

Athleta, Banana Republic, Gap, Old Navy 90 949,229 7.5 % 5.7 %

SPARC Group Aéropostale, Boardriders Outlet, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica, Reebok, Vince, Volcom 94 550,322 4.3 % 3.9 %

KnitWell Group LLC;

Lane Bryant Brands Opco LLC Ann Taylor, Lane Bryant, LOFT, Talbots 79 418,633 3.3 % 3.5 %

Under Armour, Inc.

Under Armour, Under Armour Kids 31 280,232 2.2 % 3.2 %

Tommy Hilfiger, Calvin Klein 38 286,103 2.3 % 3.0 %

Tapestry, Inc.

Coach, Kate Spade, Stuart Weitzman 48 226,912 1.8 % 3.0 %

Coach, Kate Spade 51 239,312 1.9 % 3.2 %

American Eagle Outfitters, Inc.

American Eagle Outfitters, Aerie 42 283,306 2.3 % 2.8 %

Nike, Converse, Hurley 30 362,948 2.9 % 2.4 %

Aerie, American Eagle Outfitters, Offline by Aerie 48 318,394 2.5 % 3.1 %

Calvin Klein, Tommy Hilfiger 37 282,975 2.2 % 2.7 %

Converse, Nike 32 397,580 3.1 % 2.5 %

Signet Jewelers Limited Banter by Piercing Pagoda, Jared, Kay Jewelers, Zales 52 112,473 0.9 % 2.2 %

Columbia Sportswear Company Columbia Sportswear 23 178,334 1.4 % 2.1 %

Capri Holdings Limited Michael Kors, Michael Kors Men’s 27 137,486 1.1 % 2.0 %

Carter’s, Inc.

Carter's, OshKosh B'gosh 41 180,420 1.4 % 2.0 %

Signet Jewelers Limited Kay Jewelers, Zales, Jared Vault 49 108,873 0.9 % 1.9 %

Capri Holdings Limited Michael Kors, Michael Kors Men’s 28 142,986 1.1 % 1.9 %

Luxottica Group S.p.A.

Lenscrafters, Oakley, Sunglass Hut 62 98,282 0.8 % 1.9 %

Skechers USA, Inc.

Skechers 29 160,163 1.3 % 1.8 %

Hanesbrands Inc.

Hanesbrands, Maidenform, Champion 33 162,479 1.3 % 1.8 %

Rack Room Shoes, Inc.

Rack Room Shoes 25 187,848 1.5 % 1.8 %

Ralph Lauren Corporation Polo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall 30 338,181 2.7 % 1.7 %

Corporation The North Face, Vans, Timberland, Dickies, Work Authority 27 143,207 1.2 % 1.7 %

Luxottica Group S.p.A.

Sunglass Hut, Oakley, Lenscrafters 53 79,829 0.6 % 1.6 %

Off Broadway Shoes, Rack Room Shoes 25 178,348 1.4 % 1.7 %

Hanesbrands Inc.

Champion, Hanesbrands, Maidenform 34 166,204 1.3 % 1.7 %

Express Factory 26 182,114 1.4 % 1.7 %

H & M Hennes & Mauritz LP.

H&M 18 385,321 3.1 % 1.6 %

Corporation Dickies, The North Face, Timberland, Vans 28 149,287 1.2 % 1.7 %

Adidas AG Adidas 24 170,501 1.3 % 1.6 %

Chico’s, FAS Inc.

Chicos, White House/Black Market, Soma Intimates 34 98,901 0.8 % 1.5 %

Levi Strauss & Co.

Levi's 29 121,946 1.0 % 1.6 %

Chico’s, FAS Inc.

Chicos, Soma Intimates, White House/Black Market 37 109,369 0.9 % 1.6 %

H & M Hennes & Mauritz LP.

H&M 19 406,125 3.2 % 1.5 %

Ralph Lauren Corporation Polo Children, Polo Ralph Lauren, Polo Ralph Lauren Big & Tall 31 352,490 2.8 % 1.5 %

Famous Footwear 25 148,489 1.2 % 1.3 %

1 unchanged sentence

Total of Top 25 tenants 994 6,408,767 50.5 % 56.9 %

(1) Excludes leases that have been entered into but for which the tenant has not yet taken possession, temporary leases and month-to-month leases.

Includes all retail concepts of each tenant group for consolidated outlet centers;

(1) Excludes leases that have been entered into but which tenant has not yet taken possession, leases that have turned over but are not open and temporary leases.

Includes all retail concepts of each tenant group for consolidated centers;

tenant groups are determined based on leasing relationships.

(2) Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases.

Includes rents that are based on a percentage of sales in lieu of fixed contractual rents.

Significant Property

The Deer Park, New York outlet center is the only property that comprises 10% or more of our consolidated total assets.

No property comprises more than 10% of our consolidated revenues.

Tenants at the Deer Park outlet center principally conduct retail sales operations.

The following table shows occupancy and certain base rental information related to this property as of December 31, 2022, 2021 and 2020:

Deer Park Square Feet 2022 2021 2020

Outlet Center Occupancy 739,148 100 % 95 % 89 %

Average base rental rates per weighted average square foot (1)

$ 35.33 $ 31.99 $ 19.25

(1) Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by GAAP and the effects of inducements and rent concessions divided by the weighted average square feet of the Deer Park Outlet Center.

The increase in the average annual base rent per square foot in 2022 compared to 2021 reflects the increase in occupancy from 95% in 2021 to 100% in 2022 and temporary rent modifications primarily due to a number of tenants filing for bankruptcy during 2020.

Depreciation on the outlet centers is computed on the straight-line basis over the estimated useful lives of the assets.

We generally use estimated lives of up to 33 years for buildings, 15 years for land improvements and 7 years for equipment.

Expenditures for ordinary repairs and maintenance are charged to operations as incurred while significant renovations and improvements, including tenant finishing allowances, which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life.

Real estate taxes assessed on this outlet center during 2022 amounted to $5.6 million.

Real estate taxes for 2023 are estimated to be approximately $5.7 million.

The following table sets forth, as of December 31, 2022, scheduled lease expirations for the Deer Park outlet center assuming that none of the tenants exercise renewal options:

(in 000's) (1)

per Square Foot Annualized

(in 000's) (2)

2023 16 99 27.36 2,709 15

2024 23 175 37.17 6,504 37

2025 5 24 33.46 803 5

2026 5 19 25.58 486 3

2027 4 15 46.60 699 4

2028 11 108 40.16 4,337 25

2029 7 21 33.24 698 4

2030 3 21 45.86 963 5

2031 2 5 37.60 188 1

2032 2 10 20.20 202 1

2033 and after — — — — —

Total 78 497 $ 35.39 $ 17,589 100 %

(1) Excludes leases that have been entered into but for which the tenant has not taken possession, vacant suites, temporary leases and month-to-month leases totaling in the aggregate approximately 242,000 square feet.

(2) Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases.

Includes rents that are based on a percentage of sales in lieu of fixed contractual rents.

Includes rents that are based on a percentage of gross sales in lieu of fixed contractual rents and ground lease rents.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties