CONTROLS AND PROCEDURES
−Removed: Tanger Factory Outlet Centers, Inc.
(a) Evaluation of disclosure control procedures.
18 unchanged sentences
Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Chief Investment Officer, Michael J.
−Removed: Bilerman (Principal Financial Officer) of Tanger Factory Outlet Centers, Inc., the sole general partner of the Operating Partnership, evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) and concluded that, as of December 31, 2022, the Operating Partnership's disclosure controls and procedures were effective.
+Added: Bilerman (Principal Financial Officer) of Tanger Inc., the sole general partner of the Operating Partnership, evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures as defined in Rule 13a-15(c) and 15d-15(e) and concluded that, as of December 31, 2023, the Operating Partnership's disclosure controls and procedures were effective.
(b) Management's report on internal control over financial reporting.
2 unchanged sentences
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;
−Removed: (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and the board of directors of Tanger Factory Outlet Centers, Inc., as the Operating Partnership's sole general partner;
+Added: (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and the board of directors of Tanger Inc., as the Operating Partnership's sole general partner;
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.
7 unchanged sentences
All information required to be disclosed in a report on Form 8-K during the fourth quarter of 2023 was reported.
+Added: Disclosure of 10b5-1 plans
+Added: During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
4 unchanged sentences
The information concerning the Company's directors required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2024 Annual Meeting of Shareholders.
−Removed: The information concerning the Company's executive officers required by this Item is incorporated herein by reference to the section at the end of Part I, entitled “Information About The Executive Officers of Tanger Factory Outlet Centers, Inc.”
−Removed: The information concerning our Company Code of Ethics required by this Item, which is posted on our website at www.tangeroutlet.com, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2023 Annual Meeting of Shareholders.
+Added: The information concerning the Company's executive officers required by this Item is incorporated herein by reference to the section at the end of Part I, entitled “Information About The Executive Officers of Tanger Inc.”
+Added: The information concerning our Company Code of Business Conduct and Ethics required by this Item, which is posted on our website at www.tanger.com, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2024 Annual Meeting of Shareholders.
The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC.
+Added: If, in the future, we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website as necessary.
The additional information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2024 Annual Meeting of Shareholders.
4 unchanged sentences
The table below provides information as of December 31, 2023 with respect to compensation plans under which our equity securities are authorized for issuance.
−Removed: For each common share issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiaries.
+Added: For each common share issued by the Company, the Operating Partnership issues one corresponding unit of limited partnership interest to the Company's wholly-owned subsidiaries.
Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership.
10 unchanged sentences
(2) Represents common shares available for issuance under the Amended and Restated Incentive Award Plan.
−Removed: Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.
−Removed: (3) Includes 1,000,000 common shares issuable upon the exercise of outstanding options (750,000 of which are vested and exercisable) that were issued to our Chief Executive Officer, Stephen J.
+Added: Under the Amended and Restated Incentive Award Plan, the Company may award stock options, restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.
+Added: (3) Includes 1,000,000 common shares issuable upon the exercise of outstanding options that were issued to our Chief Executive Officer, Stephen J.
Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules.
The options to purchase common shares have an exercise price of $7.15.
−Removed: One-fourth of the options vested on December 31, 2020, followed by another one-fourth which vested on each of December 31, 2021 and December 31, 2022, and the remaining options will vest on December 31, 2023, subject to Mr.
−Removed: Yalof’s continued employment through the vesting date.
−Removed: Vested options will become exercisable on and after the date the fair market value of the Common Shares underlying the options is at least equal to 110% of the exercise price of the options.
+Added: One-fourth of the options vested on each of December 31, 2020, 2021, 2022, and 2023, respectively.
+Added: The vested options became exercisable once the fair market value of the Common Shares underlying the options became at least equal to 110% of the exercise price of the options.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
3 unchanged sentences
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
−Removed: (a) (1) and (2) Documents filed as a part of this report:
(a) (1) Financial Statements
−Removed: Reports of Independent Registered Public Accounting Firm (Tanger Factory Outlet Centers, Inc.) (PCAOB ID No.
+Added: Reports of Independent Registered Public Accounting Firm (Tanger Inc.) (PCAOB ID No.
Reports of Independent Registered Public Accounting Firm (Tanger Properties Limited Partnership) (PCAOB ID No.
−Removed: Financial Statements of Tanger Factory Outlet Centers, Inc.
+Added: Financial Statements of Tanger Inc.
Consolidated Balance Sheets - December 31, 2023 and 202 2
9 unchanged sentences
Consolidated Statements of Cash Flows - Years Ended December 31, 2023, 2022 and 20 21
−Removed: Notes to Consolidated Financial Statements (Tanger Factory Outlet Centers, Inc.
+Added: Notes to Consolidated Financial Statements (Tanger Inc.
and Tanger Properties Limited Partnership)
−Removed: (a) (2) Financial Statement Schedules
+Added: (2) Financial Statement Schedules
Real Estate and Accumulated Depreciation
All other schedules have been omitted because of the absence of conditions under which they are required or because the required information is given in the above-listed financial statements or notes thereto.
+Added: The Exhibit Index attached hereto is hereby incorporated by reference to this Item.
+Added: Exhibit Index
3.1 Amended and Restated Articles of Incorporation of the Company.
17 unchanged sentences
(Incorporated by reference to Exhibit 3.1H to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
+Added: Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc., dated November 6, 2023 and effective November 16.
+Added: (Incorporated by reference to Exhibit 3.1 to the Company's and Operating Partnership's Report on Form 8-K dated November 7, 2023.)
3.2 By-laws of Tanger Factory Outlet Centers, Inc.
1 unchanged sentence
(Incorporated by reference to Exhibit 3.2 to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
+Added: Amended and Restated Bylaws of Tanger Factory Outlet Centers, Inc.
+Added: (Incorporated by reference to Exhibit 3.
+Added: 2 to the Company's and Operating Partnership's Report on Form 8-K dated November 7, 2023.)
3.3 Tanger Properties Limited Partnership Second Amended and Restated Limited Partnership Agreement, dated November 12, 2021 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 12, 2021)
3 unchanged sentences
(Incorporated by reference to Exhibit 4.13 to the Company's Registration Statement on Form S-3 filed on July 2, 2009.)
−Removed: 4.1B Seventh Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated June 7, 2010.
−Removed: (Incorporated by reference to Exhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated June 7, 2010.)
−Removed: 4.1C Eighth Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated November 25, 2013.
−Removed: (Incorporated by reference to Exhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated November 25, 2013.)
4.1D Ninth Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated November 21, 2014.
9 unchanged sentences
4.1I Tanger Properties Limited Partnership Libor Transition Amendment to the Fourth Amended and Restated Credit Agreement dated as of July 23, 2021.
+Added: (incorporated by reference to Exhibit 4.1I to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023).
4.1J Tanger Properties Limited Partnership Third Amended to Restated Term Loan Agreement dated as of October 12, 2022 (Incorporated by reference to exhibit 10.01 filed with the Company's and Operating Partnership's Report on form 8-K dated October 12, 2022).
4.1K Tanger Properties Limited Partnership Libor Transition Amendment to Fourth Amended and Restated Liquidity Credit Agreement dated as of July 13, 2021.
+Added: (incorporated by reference to Exhibit 4.1 K to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023).
4.2 Description of Common Shares.
49 unchanged sentences
10.13* Form of Outperformance Plan Notional Unit Award agreement between the Company and Certain Officers.(Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)
−Removed: Form of O utperformance Plan Notional Unit Award agreement between the Company and Steven B.
+Added: 10.14* Form of Outperformance Plan Notional Unit Award agreement between the Company and Steven B.
(Incorporated by reference to Exhibit 10.3 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)
14 unchanged sentences
10.21* First Amendment to Employment Agreement of Stephen Yalof Dated April 9, 2020 (Incorporated by reference to Exhibit 10.2 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 6, 2020.)
+Added: Second Amendment to Employment Agreement of Stephen Yalof Dated December 13, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated December 18, 2023.)
10.22* Amended and Restated Employment Agreement of Steven B.
7 unchanged sentences
10.27* Offer Letter of Leslie A.
−Removed: Swanson, dated September 28, 2020 (incorporated by reference to Exhibit 10.47 to the Company's Quarterly Report on Form 10-K dated February 23, 2021).
+Added: Swanson, dated September 28, 2020 (incorporated by reference to Exhibit 10.47 to the Company and Operating Partnership's Annual Report on Form 10-K dated February 23, 2021).
10.28* Offer Letter of Justin Stein, dated October 13, 2021 (incorporated by reference to Exhibit 10.28 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).
−Removed: 10.29* Offer Letter of Andrew Wingrove, dated November 5, 2021 (incorporated by reference to Exhibit 10.29 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).
10.29* Offer Letter of Michael Bilerman, dated September 15, 2022.
+Added: (incorporated by reference to Exhibit 10.30 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023).
+Added: 10.31 Incentive Award Plan of Tanger Factory Outlet Centers, Inc.
+Added: and Tanger Properties Limited Partnership (Amended and restated as of May 19, 2023) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated August 4, 2023).
+Added: 10.32 Offer Letter of Jessica Norman, dated July 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q dated November 7, 2023).
+Added: 10.33 Letter Agreement with Steven B.
+Added: Tanger, dated September 28, 2023 (incorporated by reference to Exhibit 10.3 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q dated November 7, 2023).
+Added: 10.34 Second Amendment to Employment Agreement with Stephen Yalof, dated December 13, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 18, 2023)
21.1 List of Subsidiaries of the Company.
21.2 List of Subsidiaries of the Operating Partnership.
−Removed: 23.1 Consent of Deloitte & Touche LLP (Tanger Factory Outlet Centers, Inc.)
+Added: 23.1 Consent of Deloitte & Touche LLP (Tanger Inc.)
23.2 Consent of Deloitte & Touche LLP (Tanger Properties Limited Partnership.)
−Removed: 31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
−Removed: 31.2 Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
+Added: 31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Inc.
+Added: 31.2 Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Inc.
31.3 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
1 unchanged sentence
32.1 Chief Executive Officer Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Inc.
32.2 Principal Financial Officer Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Inc.
32.3 Chief Executive Officer Certification Pursuant to 18 U.S.C.
2 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
+Added: 97.1 Clawback Policy of Tanger Inc.
101.INS** Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
8 unchanged sentences
FORM 10-K SUMMARY
−Removed: SIGNATURES of Tanger Factory Outlet Centers, Inc.
+Added: SIGNATURES of Tanger Inc.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
/s/ Stephen J.
2 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
−Removed: /s/ Steven B.
−Removed: Tanger Executive Chair of the Board February 27, 2023
/s/ Stephen J.
9 unchanged sentences
(Principal Accounting Officer) February 21, 2024
−Removed: Henry Lead Director February 27, 2023
+Added: /s/ Steven B.
+Added: Tanger Non-Executive Chair of the Board February 21, 2024
+Added: /s/ Bridget M.
+Added: Ryan-Berman Lead Director February 21, 2024
/s/ Jeffrey B.
Citrin Director February 21, 2024
+Added: Henry Director February 21, 2024
/s/ Sandeep L.
2 unchanged sentences
Reddin Director February 21, 2024
−Removed: /s/ Bridget M.
−Removed: Ryan-Berman Director February 27, 2023
Skerritt Director February 21, 2024
3 unchanged sentences
TANGER PROPERTIES LIMITED PARTNERSHIP
−Removed: TANGER FACTORY OUTLET CENTERS, INC., its sole general partner
+Added: TANGER INC., its sole general partner
/s/ Stephen J.
1 unchanged sentence
February 21, 2024
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Tanger Factory Outlet Centers, Inc.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Tanger Inc.
in its capacity as General Partner of Tanger Properties Limited Partnership and in the capacities and on the dates indicated:
−Removed: /s/ Steven B.
−Removed: Tanger Executive Chair of the Board February 27, 2023
/s/ Stephen J.
8 unchanged sentences
(Principal Accounting Officer) February 21, 2024
−Removed: Henry Lead Director February 27, 2023
+Added: /s/ Steven B.
+Added: Tanger Non-Executive Chair of the Board February 21, 2024
+Added: /s/ Bridget M.
+Added: Ryan-Berman Lead Director February 21, 2024
/s/ Jeffrey B.
Citrin Director February 21, 2024
+Added: Henry Director February 21, 2024
/s/ Sandeep L.
2 unchanged sentences
Reddin Director February 21, 2024
−Removed: /s/ Bridget M.
−Removed: Ryan-Berman Director February 27, 2023
Skerritt Director February 21, 2024
1 unchanged sentence
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc.
+Added: To the shareholders and the Board of Directors of Tanger Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Tanger Factory Outlet Centers, Inc.
−Removed: and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").
+Added: We have audited the accompanying consolidated balance sheets of Tanger Inc.
+Added: (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
14 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Rental property assets, net – Refer to Note 2 to the financial statements
+Added: Rental property, net - Impairment of Long-Lived Assets – Refer to Note 2 to the financial statements
Critical Audit Matter Description
2 unchanged sentences
The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets.
−Removed: Total rental property, net as of December 31, 2022, was approximately $1.6 billion.
−Removed: Given the Company’s cash flow estimates used both for determining recoverability and estimating fair value to determine impairment require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, capitalization and discount rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted and discounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort.
+Added: Given the Company’s cash flow estimates used for determining recoverability require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, and capitalization rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
11 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc.
+Added: To the shareholders and the Board of Directors of Tanger Inc.
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Tanger Factory Outlet Centers, Inc.
−Removed: and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control
−Removed: — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control
−Removed: — Integrated Framework (2013) issued by COSO.
+Added: We have audited the internal control over financial reporting of Tanger Inc.
+Added: (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 21, 2024, expressed an unqualified opinion on those financial statements.
21 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").
+Added: We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
14 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Rental property assets, net – Refer to Note 2 to the financial statements
+Added: Rental property, net - Impairment of Long-Lived Assets – Refer to Note 2 to the financial statements
Critical Audit Matter Description
2 unchanged sentences
The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets.
−Removed: Total rental property, net as of December 31, 2022, was approximately $1.6 billion.
−Removed: Given the Operating Partnership’s cash flow estimates used both for determining recoverability and estimating fair value to determine impairment require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, capitalization and discount rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted and discounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort.
+Added: Given the Operating Partnership’s cash flow estimates used for determining recoverability require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, and capitalization rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
13 unchanged sentences
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Tanger Properties Limited Partnership and subsidiaries (the “Operating Partnership”) as of December 31, 2022, based on criteria established in Internal Control
−Removed: — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: We have audited the internal control over financial reporting of Tanger Properties Limited Partnership and subsidiaries (the “Operating Partnership”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
19 unchanged sentences
February 21, 2024
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
26 unchanged sentences
Commitments and contingencies (Note 22)
−Removed: Tanger Factory Outlet Centers, Inc.:
Common shares, $ 0.01 par value, 300,000,000 shares authorized, 108,793,251 and 104,497,920 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively
2 unchanged sentences
Accumulated other comprehensive loss ( 23,519 ) ( 11,037 )
−Removed: Equity attributable to Tanger Factory Outlet Centers, Inc.
+Added: Equity attributable to Tanger Inc.
566,785 491,643
5 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
18 unchanged sentences
Total other income (expense) ( 38,199 ) ( 38,004 ) ( 102,321 )
−Removed: Income (loss) before equity in earnings of unconsolidated joint ventures 77,237 654 ( 39,139 )
+Added: Income before equity in earnings of unconsolidated joint ventures 95,642 77,237 654
Equity in earnings of unconsolidated joint ventures 8,240 8,594 8,904
−Removed: Net income (loss) 85,831 9,558 ( 38,013 )
+Added: Net income 103,882 85,831 9,558
Noncontrolling interests in Operating Partnership ( 4,483 ) ( 3,768 ) ( 440 )
Noncontrolling interests in other consolidated partnerships ( 248 ) — —
−Removed: Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.
+Added: Net income attributable to Tanger Inc.
$ 99,151 $ 82,063 $ 9,118
Basic earnings per common share:
−Removed: Net income (loss) $ 0.78 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.94 $ 0.78 $ 0.08
Diluted earnings per common share:
−Removed: Net income (loss) $ 0.77 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.92 $ 0.77 $ 0.08
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
1 unchanged sentence
2023 2022 2021
−Removed: Net income (loss) $ 85,831 $ 9,558 $ ( 38,013 )
+Added: Net income $ 103,882 $ 85,831 $ 9,558
Other comprehensive income (loss):
2 unchanged sentences
Other comprehensive income (loss) ( 13,043 ) 7,023 9,266
−Removed: Comprehensive income (loss) 92,854 18,824 ( 39,164 )
−Removed: Comprehensive (income) loss attributable to noncontrolling interests ( 4,067 ) ( 882 ) 1,796
−Removed: Comprehensive income (loss) attributable to Tanger Factory Outlet Centers, Inc.
+Added: Comprehensive income 90,839 92,854 18,824
+Added: Comprehensive income attributable to noncontrolling interests ( 3,922 ) ( 4,067 ) ( 882 )
+Added: Comprehensive income attributable to Tanger Inc.
$ 86,917 $ 88,787 $ 17,942
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
4 unchanged sentences
$ 936 $ 787,143 $ ( 420,104 ) $ ( 26,585 ) $ 341,390 $ 17,493 $ — $ 358,883
−Removed: Net income (loss) — — ( 36,278 ) — ( 36,278 ) ( 1,925 ) 190 ( 38,013 )
+Added: Net income — — 9,118 — 9,118 440 — 9,558
Other comprehensive income — — — 8,824 8,824 442 — 9,266
2 unchanged sentences
6 ( 6 ) — — — — — —
−Removed: Issuance of 6,258 deferred shares
+Added: Issuance of 42,100 common shares upon exercise of options
— 266 — — 266 — — 266
+Added: Issuance of 10,009,263 common shares
+Added: 100 186,869 — — 186,969 — — 186,969
Withholding of
1 unchanged sentence
( 1 ) ( 2,146 ) — — ( 2,147 ) — — ( 2,147 )
−Removed: Contributions from noncontrolling interests — — — — — — 72 72
Adjustment for noncontrolling interests in Operating Partnership — ( 6,917 ) — — ( 6,917 ) 6,917 — —
7 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
5 unchanged sentences
Net income — — 82,063 — 82,063 3,768 — 85,831
−Removed: Other comprehensive loss — — — 8,824 8,824 442 — 9,266
+Added: Other comprehensive income
+Added: — — — 6,724 6,724 299 — 7,023
Compensation under Incentive Award Plan — 13,160 — — 13,160 — — 13,160
3 unchanged sentences
6 ( 6 ) — — — — — —
−Removed: Issuance of 10,009,263 common shares
−Removed: 100 186,869 — — 186,969 — — 186,969
Withholding of 239,824 common shares for employee income taxes
3 unchanged sentences
— — — — — — — —
−Removed: Common dividends
−Removed: ($ 0.7150 per share)
+Added: Common dividends ($ 0.8025 per share)
— — ( 84,211 ) — ( 84,211 ) — — ( 84,211 )
3 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
5 unchanged sentences
Net income — — 99,151 — 99,151 4,483 248 103,882
−Removed: Other comprehensive income — — — 6,724 6,724 299 — 7,023
+Added: Other comprehensive loss — — — ( 12,482 ) ( 12,482 ) ( 561 ) — ( 13,043 )
Compensation under Incentive Award Plan — 12,766 — — 12,766 — — 12,766
1 unchanged sentence
1 1,235 — — 1,236 — — 1,236
+Added: Issuance of of 3,494,919 common shares
+Added: 35 88,407 — — 88,442 — — 88,442
Grant of 1,064,400 restricted common share awards, net of forfeitures
4 unchanged sentences
Exchange of 30,024 Operating Partnership units for 30,024 common shares
−Removed: — — — — — — — —
Common dividends
5 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
4 unchanged sentences
Operating Activities
−Removed: Net income (loss) $ 85,831 $ 9,558 $ ( 38,013 )
+Added: Net income $ 103,882 $ 85,831 $ 9,558
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
6 unchanged sentences
Equity-based compensation expense 12,511 12,969 12,752
−Removed: Amortization of debt (premiums) and discounts, net 509 442 482
−Removed: Amortization (accretion) of market rent rate adjustments, net 1,417 293 2,721
+Added: Amortization of debt discounts, net
+Added: Amortization of market rent rate adjustments, net
+Added: 646 1,417 293
Straight-line rent adjustments 2,229 1,689 1,973
8 unchanged sentences
Additions to investments in unconsolidated joint ventures ( 2,580 ) ( 313 ) ( 7,000 )
−Removed: Net proceeds from sale of assets 12,400 8,129 7,626
+Added: Net proceeds from sale of real estate assets
+Added: — 12,400 8,129
+Added: Acquisition of real estate assets
+Added: ( 259,689 ) — —
Proceeds on sale of non-real estate assets — 14,610 —
Additions to short-term investments ( 7,679 ) ( 52,450 ) —
+Added: Proceeds from short-term investments
Distributions in excess of cumulative earnings from unconsolidated joint ventures 7,184 12,037 19,574
14 unchanged sentences
Employee income taxes paid related to shares withheld upon vesting of equity awards ( 7,290 ) ( 3,924 ) ( 2,147 )
+Added: Distributions to noncontrolling interests in other consolidated partnerships ( 248 ) — —
Additions to deferred financing costs ( 131 ) ( 3,262 ) ( 8,754 )
Proceeds from exercise of options 1,236 88 266
−Removed: Proceeds from common share offering — 186,969 —
−Removed: Proceeds from other financing activities — — 72
+Added: Proceeds from issuance of common shares
+Added: 88,442 — 186,969
Payment for other financing activities ( 1,148 ) ( 1,148 ) ( 1,148 )
63 unchanged sentences
Total other income (expense) ( 38,199 ) ( 38,004 ) ( 102,321 )
−Removed: Income (loss) before equity in earnings of unconsolidated joint ventures 77,237 654 ( 39,139 )
+Added: Income before equity in earnings of unconsolidated joint ventures 95,642 77,237 654
Equity in earnings of unconsolidated joint ventures 8,240 8,594 8,904
−Removed: Net income (loss) 85,831 9,558 ( 38,013 )
+Added: Net income 103,882 85,831 9,558
Noncontrolling interests in consolidated partnerships ( 248 ) — —
−Removed: Net income (loss) available to partners 85,831 9,558 ( 38,203 )
−Removed: Net income (loss) available to limited partners 84,971 9,458 ( 37,815 )
−Removed: Net income (loss) available to general partner $ 860 $ 100 $ ( 388 )
+Added: Net income available to partners 103,634 85,831 9,558
+Added: Net income available to limited partners 102,588 84,971 9,458
+Added: Net income available to general partner $ 1,046 $ 860 $ 100
Basic earnings per common unit:
−Removed: Net income (loss) $ 0.78 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.94 $ 0.78 $ 0.08
Diluted earnings per common unit:
−Removed: Net income (loss) $ 0.77 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.92 $ 0.77 $ 0.08
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
2023 2022 2021
−Removed: Net income (loss) $ 85,831 $ 9,558 $ ( 38,013 )
+Added: Net income $ 103,882 $ 85,831 $ 9,558
Other comprehensive income (loss):
2 unchanged sentences
Other comprehensive income (loss) ( 13,043 ) 7,023 9,266
−Removed: Comprehensive income (loss) 92,854 18,824 ( 39,164 )
+Added: Comprehensive income 90,839 92,854 18,824
Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships ( 248 ) — —
−Removed: Comprehensive income (loss) attributable to the Operating Partnership $ 92,854 $ 18,824 $ ( 39,354 )
+Added: Comprehensive income attributable to the Operating Partnership $ 90,591 $ 92,854 $ 18,824
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
Balance, December 31, 2020 $ 3,334 $ 383,588 $ ( 28,039 ) $ 358,883 $ — $ 358,883
−Removed: Net income (loss) ( 388 ) ( 37,815 ) — ( 38,203 ) 190 ( 38,013 )
−Removed: Other comprehensive loss — — ( 1,151 ) ( 1,151 ) — ( 1,151 )
+Added: Net income 100 9,458 — 9,558 — 9,558
+Added: Other comprehensive income
+Added: — — 9,266 9,266 — 9,266
Compensation under Incentive Award Plan — 12,845 12,845 — 12,845
+Added: Issuance of 42,100 common units upon exercise of options
+Added: — 266 — 266 — 266
Grant of restricted 569,779 common share awards by the Company
+Added: Issuance of 100,000 general partner units and 9,909,263 limited partner units
+Added: 1,874 185,095 — 186,969 — 186,969
Withholding of 139,293 common units for employee income taxes
— ( 2,147 ) — ( 2,147 ) — ( 2,147 )
−Removed: Contributions from noncontrolling interests — — — — 72 72
Common distributions $ 0.7150 per common unit)
5 unchanged sentences
Compensation under Incentive Award Plan — 13,160 — 13,160 — 13,160
−Removed: Issuance of 42,100 common units upon exercise of options
−Removed: — 266 — 266 — 266
Grant of 613,933 restricted common share awards by the Company
−Removed: Issuance of 10,009,263 common units
+Added: Issuance of 15,500 common units upon exercise of options
— 88 — 88 — 88
1 unchanged sentence
— ( 3,924 ) — ( 3,924 ) — ( 3,924 )
−Removed: Contributions from noncontrolling interests — — — — — —
Common distributions ($ 0.8025 per common unit)
3 unchanged sentences
Net income 1,046 102,588 — 103,634 248 103,882
−Removed: Other comprehensive income — — 7,023 7,023 — 7,023
+Added: Other comprehensive loss — — ( 13,043 ) ( 13,043 ) — ( 13,043 )
Compensation under Incentive Award Plan — 12,766 — 12,766 — 12,766
2 unchanged sentences
— 1,236 — 1,236 — 1,236
+Added: Issuance of 50,000 general partner units and 3,444,919 limited partner units
+Added: 1,283 87,159 — 88,442 — 88,442
Withholding of 379,512 common units for employee income taxes
14 unchanged sentences
Operating activities
−Removed: Net income (loss) $ 85,831 $ 9,558 $ ( 38,013 )
+Added: Net income $ 103,882 $ 85,831 $ 9,558
Adjustments to reconcile net income to net cash provided by operating activities:
6 unchanged sentences
Equity-based compensation expense 12,511 12,969 12,752
−Removed: Amortization of debt (premiums) and discounts, net 509 442 482
−Removed: Amortization (accretion) of market rent rate adjustments, net 1,417 293 2,721
+Added: Amortization of debt discounts, net
+Added: Amortization of market rent rate adjustments, net
+Added: 646 1,417 293
Straight-line rent adjustments 2,229 1,689 1,973
10 unchanged sentences
Proceeds on sale of non-real estate assets — 14,610 —
+Added: Acquisition of real estate assets
+Added: ( 259,689 ) — —
Additions to short-term investments ( 7,679 ) ( 52,450 ) —
+Added: Proceeds from short-term investments
Distributions in excess of cumulative earnings from unconsolidated joint ventures 7,184 12,037 19,574
13 unchanged sentences
Employee income taxes paid related to shares withheld upon vesting of equity awards ( 7,290 ) ( 3,924 ) ( 2,147 )
+Added: Distributions to noncontrolling interests in other consolidated partnerships ( 248 ) — —
Additions to deferred financing costs ( 131 ) ( 3,262 ) ( 8,754 )
10 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
Organization of the Company
−Removed: Tanger Factory Outlet Centers, Inc.
−Removed: and subsidiaries, which we refer to as the Company, is one of the largest owners and operators of outlet centers in the United States and Canada.
−Removed: We are a fully-integrated, self-administered and self-managed real estate investment trust ("REIT") which, through our controlling interest in Tanger Properties Limited Partnership and subsidiaries, which we refer to as the Operating Partnership, focuses on developing, acquiring, owning, operating and managing outlet shopping centers.
−Removed: As of December 31, 2022, we owned and operated 29 consolidated outlet centers, with a total gross leasable area of approximately 11.4 million square feet and one center under construction.
+Added: and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air shopping centers in the United States and Canada.
+Added: We are a fully integrated, self-administered and self-managed real estate investment trust ("REIT") which, through our controlling interest in Tanger Properties Limited Partnership and its subsidiaries, which we refer to as the Operating Partnership, focuses on developing, acquiring, owning, operating and managing retail centers.
+Added: As of December 31, 2023, we owned and operated 31 consolidated centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet.
All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited.
−Removed: These outlet centers were 97 % occupied and contained over 2,200 stores, representing approximately 600 store brands.
−Removed: We also had partial ownership interests in 6 unconsolidated outlet centers totaling approximately 2.1 million square feet, including 2 outlet centers in Canada.
−Removed: The portfolio also includes one managed center.
−Removed: Each of our outlet centers, except one joint venture property, features the Tanger brand name.
−Removed: Our outlet centers and other assets are held by, and all of our operations are conducted by the Operating Partnership.
−Removed: Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership.
−Removed: Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc.
+Added: These centers were 97 % occupied and contained over 2,400 stores, representing approximately 660 store brands.
+Added: We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada.
+Added: The portfolio also includes two managed centers.
+Added: Each of our centers, except one joint venture center, features the Tanger brand name.
+Added: Our centers and other assets are held by, and all of our operations are conducted by the Operating Partnership.
+Added: Accordingly, the descriptions of our business, employees and assets are also descriptions of the business, employees and assets of the Operating Partnership.
+Added: Unless the context indicates otherwise, the term “Company” refers to Tanger Inc.
and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries.
The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.
−Removed: In November 2021, Tanger Factory Outlet Centers, Inc.
−Removed: (the “Company”) was admitted as General Partner of Tanger Properties Limited Partnership (the “Operating Partnership”).
+Added: On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc.
+Added: to Tanger Inc.
+Added: We refer to Tanger Inc.’s current legal name throughout this Annual Report on Form 10-K.
+Added: In November 2021, the Company was admitted as the sole General Partner of the Operating Partnership.
Prior to this administrative change, the Company owned the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust.
−Removed: Tanger GP Trust controlled the Operating Partnership as its sole general partner and Tanger LP Trust held a limited partnership interest.
−Removed: Following this change to the ownership structure, the Company has replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retains its limited partnership interest.
+Added: Tanger GP Trust controlled the Operating Partnership as its sole general partner and Tanger LP Trust held a limited partnership interest therein.
+Added: Following the aforementioned change to the ownership structure, the Company has replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retains its limited partnership interest in the Operating Partnership.
The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership.
As of December 31, 2023, the Company and its wholly owned subsidiaries owned 108,793,251 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,707,958 Class A common limited partnership units.
−Removed: Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT.
+Added: Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT for U.S.
+Added: federal income tax purposes.
Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.
17 unchanged sentences
We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures.
−Removed: The carrying amount of our investments in the Charlotte, Galveston/Houston and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.
+Added: The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.
Noncontrolling interests - In the Company's consolidated financial statements, the “Noncontrolling interests in the Operating Partnership” reflects the Non-Company LP's percentage ownership of the Operating Partnership's units.
2 unchanged sentences
Income or losses are allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.
−Removed: Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
+Added: Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Estimates are used in the calculations of impairment losses, costs capitalized to originate operating leases, costs incurred for the construction and development of properties, and the values of deferred lease costs and other intangibles related to the acquisition of properties.
Actual results could differ from those estimates.
−Removed: Operating Segments - We focus on developing, acquiring, owning, operating, and managing outlet shopping centers.
−Removed: We aggregate the financial information of all outlet centers into one reportable operating segment because the outlet centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers.
+Added: Operating Segments - We focus on developing, acquiring, owning, operating, and managing shopping centers.
+Added: We aggregate the financial information of all centers into one reportable operating segment because the centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers and tenants.
Rental Properties - Rental properties are recorded at cost less accumulated depreciation.
19 unchanged sentences
Expenditures for ordinary maintenance and repairs are charged to operations as incurred while significant renovations and improvements which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life.
−Removed: In accordance with its policy, the Company reviews the estimated useful lives its fixed assets on an ongoing basis.
−Removed: This review indicated that the actual lives of the Company's solar assets were shorter than the estimated useful lives used for depreciation purposes in the Company's financial statements.
−Removed: As a result, the Company changed its useful lives of its solar assets to better reflect the estimated periods during which these assets will remain in service.
+Added: In accordance with our policy, we review the estimated useful lives of our fixed assets on an ongoing basis.
+Added: During the year ended 2022, this review indicated that the actual lives of our solar assets were shorter than the estimated useful lives used for depreciation purposes in the our financial statements.
+Added: As a result, we changed our useful lives of our solar assets to better reflect the estimated periods during which these assets will remain in service.
The estimated useful lives of these assets that previously averaged 20 years were decreased to an average of ten years .
3 unchanged sentences
Depreciation expense related to rental property $ 97,636 $ 97,916 $ 96,990
−Removed: We allocate the purchase price of acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any.
+Added: We allocate the purchase price of asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any.
We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which range up to 33 years.
18 unchanged sentences
Total deferred lease costs capitalized $ 3,101 $ 2,570 $ 5,115
−Removed: Due to the adoption of Accounting Standards Codification Topic 842 "Leases" ("ASC 842") on January 1, 2019, only direct internal leasing costs are capitalized and indirect internal leasing costs previously capitalized are now expensed.
−Removed: Deferred lease costs and other intangible assets also include the value of leases and origination costs deemed to have been acquired in real estate acquisitions.
−Removed: Deferred financing costs - Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized over the terms of the respective loans.
−Removed: Unamortized deferred financing costs are charged to expense when debt is retired before the maturity date.
+Added: Deferred financing costs - Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized over the terms of the respective loans on a straight-line basis, which approximates the effective interest method.
+Added: Deferred financing costs are presented in the accompanying consolidated balance sheets as a direct deduction of the carrying amount of the related debt liability, except those incurred under a revolving-debt arrangement, which are presented as a component of other assets.
+Added: Upon repayment, or in conjunction with a material change in the terms of the underlying debt agreement, remaining unamortized costs are written off as a component of net interest expense.
+Added: Amortization of deferred financing costs is included as a component of net interest expense.
Captive Insurance - We have a wholly-owned captive insurance company that is responsible for losses up to certain deductible levels per occurrence for property damage (including wind damage from hurricanes) prior to third-party insurance coverage.
6 unchanged sentences
Discount rates and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other financial and industry data.
−Removed: During the first quarter of 2020, fourth quarter of 2020 and fourth quarter of 2021, we recorded $ 45.7 million, $ 19.2 million and $ 7.0 million in impairment charges, respectively, related to our Foxwoods outlet center in our consolidated statement of operations which equaled the excess of the carrying value over its estimated fair value.
−Removed: During the fourth quarter of 2020 we recorded $ 2.4 million related to our Jeffersonville outlet center in our consolidated statement of operations which equaled the excess of the carrying value over its estimated fair value.
−Removed: See Note 10 for additional information on the fair market value calculations.
−Removed: See Note 5 for discussion of our share of the impairment charges recognized in our unconsolidated joint ventures at the Saint Sauveur, Quebec outlet center in 2020.
If our expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future.
−Removed: For example, the Foxwoods outlet center, which is part of a casino property, continues to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future.
+Added: For example, the Foxwoods center, which is part of a casino property, continues to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future.
Such challenges, or a change in our expected holding period, could result in additional impairment charges recognized for the Foxwoods property.
−Removed: In addition, one of our outlet centers has an estimated fair value significantly less than its recorded carrying value of approximately $ 113.0 million.
+Added: In addition, one of our centers has an estimated fair value less than its recorded carrying value of approximately $ 111.1 million.
We continue to monitor facts and circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary.
1 unchanged sentence
Rental Properties Held For Sale - Rental properties designated as held for sale are stated at the lower of their carrying value or their fair value less costs to sell.
−Removed: We classify rental property as held for sale when our Board of Directors approves the sale of the assets and it meets the requirements of current accounting guidance.
+Added: We classify rental property as held for sale when our Board of Directors (the "Board") approves the sale of the assets and it meets the requirements of current accounting guidance.
Subsequent to this classification, no further depreciation is recorded on the assets.
−Removed: Impairment of Investments - On a periodic basis or if circumstances exist, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired.
+Added: Impairment of Joint Venture Investments - On a periodic basis or if circumstances exist, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired.
An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary.
16 unchanged sentences
We intend to continue to qualify as a REIT and to distribute substantially all of the Company's taxable income to its shareholders.
−Removed: Accordingly, no provision has been made in the Company's consolidated financial statements for Federal income taxes.
+Added: Accordingly, no provision has been made in the Company's consolidated financial statements for U.S.
+Added: federal income taxes.
As a partnership, the allocated share of income or loss for the year with respect to the Operating Partnership is included in the income tax returns for the partners;
−Removed: accordingly, no provision has been made for Federal income taxes in the Operating Partnership's consolidated financial statements.
+Added: accordingly, no provision has been made for U.S.
+Added: federal income taxes in the Operating Partnership's consolidated financial statements.
In addition, we continue to evaluate uncertain tax positions.
−Removed: The tax years 2018 - 2021 remain open to examination by the major tax jurisdictions to which we are subject.
−Removed: With regard to the Company's unconsolidated Canadian joint ventures, deferred tax assets result principally from depreciation deducted under United States Generally Accepted Accounting Principles ("GAAP") that exceed capital cost allowances claimed under Canadian tax rules.
+Added: The tax years 2019 through 2022 remain open to examination by the major tax jurisdictions to which we are subject.
+Added: With regard to the Company's unconsolidated Canadian joint ventures, deferred tax assets result principally from depreciation deducted under GAAP that exceed capital cost allowances claimed under Canadian tax rules.
A valuation allowance is provided if we believe all or some portion of the deferred tax asset may not be realized.
8 unchanged sentences
$ 0.9700 $ 0.8025 $ 0.7150
−Removed: The following reconciles net income (loss) available to the Company's shareholders to taxable income (loss) available to common shareholders for the years ended December 31, 2022, 2021 and 2020 (in thousands):
+Added: The following reconciles net income available to the Company's shareholders to taxable income (loss) available to common shareholders for the years ended December 31, 2023, 2022 and 2021 (in thousands):
2023 2022 2021
−Removed: Net income (loss) available to the Company's shareholders $ 82,063 $ 9,118 $ ( 36,278 )
+Added: Net income available to the Company's shareholders $ 99,151 $ 82,063 $ 9,118
Book/tax difference on:
6 unchanged sentences
Revenue Recognition - As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842.
−Removed: We utilized the practical expedient in ASU 2018-11 to account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues in the consolidated statements of operations.
+Added: We utilized the practical expedient in Accounting Standards Update ("ASU") 2018-11 to account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues in the consolidated statements of operations.
Base rentals are recognized on a straight-line basis over the term of the lease.
5 unchanged sentences
We amortize lease incentives as a reduction of base rental revenue over the term of the lease.
−Removed: The majority of our leases contain provisions which provide additional rents based on tenants' sales volume (“percentage rentals”) and reimbursement of the tenants' share of advertising and promotion, common area maintenance, insurance and real estate tax expenses.
+Added: The majority of our leases contain provisions that provide additional rents based on tenants' sales volume (“percentage rentals”) and reimbursement of the tenants' share of advertising and promotion, common area maintenance, insurance and real estate tax expenses.
Percentage rentals are recognized when specified targets that trigger the contingent rent are met.
Payments received from the early termination of leases are recognized as revenue from the time the payment is receivable until the tenant vacates the space.
−Removed: We account for rental deferrals using the receivables model as described within the Financial Accounting Standards Board (“FASB”) question and answer document (the “Lease Modification Q&A”).
−Removed: Under the receivables model, we will continue to recognize lease revenue in a manner that is unchanged from the original lease agreement and continue to recognize lease receivables and rental revenue until such deferral is paid.
−Removed: We account for rental abatements as negative variable adjustments to rental revenue as described within the Lease Modification Q&A.
The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease.
If a tenant terminates its lease prior to the original contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related above or below market lease value will be written off.
−Removed: We receive development, leasing, loan guarantee, management and marketing fees from third parties and unconsolidated affiliates for services provided to properties held in joint ventures.
+Added: We receive development, leasing, loan guarantee, management and marketing fees from third parties and unconsolidated affiliates for services provided to properties held in joint ventures and managed properties.
Development and leasing fees received from unconsolidated affiliates are recognized as revenue when earned to the extent of the third party partners' ownership interest.
5 unchanged sentences
Expense reimbursements from unconsolidated joint ventures are recognized in the period the applicable expenses are incurred.
−Removed: Operating Lease Receivable - O ur accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheet, has decreased from approximately $ 9.9 million at December 31, 2021 to approximately $ 8.6 million at December 31, 2022, primarily due to collections of deferred April and May 2020 rents over the twelve month period.
+Added: Operating Lease Receivable - O ur accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheets, has increased from approximately $8.6 million at December 31, 2022 to approximately $ 8.9 million at December 31, 2023.
Straight-line rent adjustments recorded as a receivable in prepaid and other assets on the consolidated balance sheets were approximately $ 48.9 million and $ 51.1 million as of December 31, 2023 and December 31, 2022, respectively.
3 unchanged sentences
Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements.
−Removed: The COVID-19 pandemic, tenant bankruptcies and other significant uncertainties with the economy required significant judgment to be used when estimating the collection of rents through December 31, 2020.
−Removed: See Note 3 for amounts we recorded as a reduction of revenues for uncollectible accounts for the year ended December 31, 2020.
Concentration of Credit Risk - We perform ongoing credit evaluations of our tenants.
1 unchanged sentence
No single tenant accounted for 10% or more of combined base and percentage rental revenues or gross leasable area during 2023, 2022 or 2021.
−Removed: See Note 3 for disclosures regarding credit risk due to the COVID-19 pandemic.
Supplemental Cash Flow Information - We purchase capital equipment and incur costs relating to construction of new facilities, including tenant finishing allowances.
5 unchanged sentences
Interest paid, net of interest capitalized $ 46,923 $ 40,839 $ 45,114
−Removed: Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc.
−Removed: and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014) (the "Plan"), which covers our independent directors, officers and our employees.
+Added: Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc.
+Added: and Tanger Properties Limited Partnership (Amended and Restated as of May 19, 2023) (the "Plan"), which covers our independent directors, officers and our employees.
We may issue non-qualified options and other equity-based awards under the Plan.
We account for our equity-based compensation plan under the fair value provisions of the relevant accounting guidance and we estimate expected forfeitures in determining compensation cost.
−Removed: Foreign Currency Translation - We have entered into a co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire outlet centers in Canada for which the functional currency is the local currency.
+Added: Foreign Currency Translation - We entered into a co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire centers in Canada for which the functional currency is the local currency.
The assets and liabilities related to our investments in Canada are translated from their functional currency into U.S.
3 unchanged sentences
Recently issued accounting standards
−Removed: On March 12, 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.
−Removed: This ASU is effective as of March 12, 2020 through December 31, 2022.
−Removed: In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and clarifies some of its guidance.
+Added: On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.
+Added: This ASU was effective as of March 12, 2020 through December 31, 2022.
+Added: In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refined the scope of Topic 848 and clarified some of its guidance.
Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.
1 unchanged sentence
The amendments are effective immediately for all entities.
+Added: In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which defers the sunset date on the topic of reference rate reform from December 31, 2022, to December 31, 2024.
An entity may elect to apply the amendments on a full retrospective basis.
4 unchanged sentences
We continue to evaluate the impact of the guidance and may apply other applicable elections as additional changes in the market and with respect to our debt and derivative instruments occur.
−Removed: COVID-19 Pandemic
−Removed: The current novel COVID-19 pandemic (“COVID-19”) has had, and will continue to have, repercussions across local, national and global economies and financial markets.
−Removed: Our financial results for 2020 were materially adversely impacted by COVID-19 as described below.
−Removed: During 2021 and 2022, our business and financial results improved, and metrics such as average overall occupancy rates, traffic to our centers, sales reported by our tenants, and collections of rental revenues returned to near, at, or in some cases above, pre-pandemic levels.
−Removed: Nevertheless, the full extent of the adverse impact on, among other things, our results of operations, liquidity (including our ability to access capital markets), the possibility of future impairments of long-lived assets or our investments in unconsolidated joint ventures, our compliance with debt covenants, our ability to collect rent under our existing leases, our ability to renew and re-lease our leased space, the outlook for the retail environment, bankruptcies and potential further bankruptcies or other store closings and our ability to develop, acquire, dispose or lease properties for our portfolio, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted.
−Removed: Our results of operations, liquidity and cash flows have been and may continue to be in the future materially affected.
−Removed: During 2020, although our outlet centers remained open, retailers began closing their stores in our outlet centers in mid-March and by April 6, 2020, substantially all of the stores in our portfolio were closed as a result of mandates by order of local and state authorities.
−Removed: By June 15, 2020, in store shopping for non-essential retail was allowed in every market in which our centers are located.
−Removed: Due to the COVID-19 pandemic, a number of our tenants requested rent deferrals, rent abatements or other types of rent relief during this pandemic.
−Removed: As a response, in late March 2020, we offered all tenants in our consolidated portfolio the option to defer 100 % of April and May rents interest free, payable in equal installments due in January and February of 2021.
−Removed: Through December 31, 2022, the Company had collected 99 % of the 2020 deferred rents.
−Removed: During the year ended December 31, 2020, as a direct result of the pandemic, bankruptcies and restructurings, the Company's earnings were negatively impacted by approximately $ 47.3 million due to (1) write-offs related to bankruptcies and other uncollectible accounts due to financial weakness, (2) one-time concessions in exchange for landlord-favorable amendments to lease structure, (3) reserves for a portion of deferred and under negotiation billings that we expect to become uncollectible in future periods, (4) and write-offs of straight-line rents associated with the bankruptcies and uncollectible accounts.
−Removed: Included in the negative impact discussed above, for the year ended December 31, 2020, we recorded a $ 5.3 million reserve for a portion of deferred and under negotiation billings that were expected to become uncollectible in future periods and recognized a write-off of revenue of approximately $ 7.2 million of straight-line rents associated with the tenant bankruptcies and uncollectible accounts.
−Removed: However, as of December 31, 2021, contractual fixed rents billed during 2020 that were deferred as a direct result of the COVID-19 pandemic and remain outstanding totaled $ 82,000 .
−Removed: Through December 31, 2022, the Company had collected 99 % of the 2020 deferred rents due to be repaid during the years ended December 31, 2021 and December 31, 2022.
−Removed: As a result we reversed $ 2.7 million in reserves related to deferred rents in 2021.
−Removed: During 2022, results included the reversal of revenue reserves of approximately $ 4.1 million compared to approximately $ 1.2 million of net reserves recorded in 2021.The extent of future tenant requests for rent relief and the impact on our results of operations and cash flows is uncertain and cannot be predicted at this time.
−Removed: If store closures were to occur again in our domestic markets, this could have a material adverse impact on our financial position and results of operations.
−Removed: In March 2020, to increase liquidity, preserve financial flexibility and help meet our obligations for a sustained period of time, we drew down substantially all of the available capacity under our $ 600.0 million unsecured lines of credit.
−Removed: Beginning in June 2020 through August 2020, we repaid the entire $ 599.8 million outstanding balance bringing the outstanding balance to zero as of December 31, 2020.
−Removed: During 2020, we took steps to reduce cash outflows, including the reduction or deferral of certain operating costs, temporary base salary reductions for our named executive officers and other employees, and the reduction of certain general and administrative expenses.
−Removed: In addition, we also temporarily deferred our Nashville pre-development-stage project and certain other planned capital expenditures.
−Removed: We paid the dividend that was declared in January 2020 as scheduled on May 15, 2020, but in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $ 35.0 million in cash per quarter and preserve our balance sheet strength and flexibility.
−Removed: During 2021, we resumed pre-development activities on the Nashville project and other planned capital expenditures.
−Removed: We also reinstated the dividend in January 2021 and paid dividends on a quarterly basis for the year ended December 31, 2021.
−Removed: We continued to pay dividends on a quarterly basis for the year ended December 31, 2022, including a combined 20 % increase in our quarterly dividend during 2022.
+Added: On August 22, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, an update to ASC Topic 805, Business Combinations.
+Added: ASU 2023-05 clarifies existing guidance by requiring a joint venture to recognize and initially measure assets contributed and liabilities assumed at fair value, upon its formation.
+Added: These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.
+Added: We are evaluating the impact of ASU 2023-05 on our consolidated financial statements.
+Added: We will apply the provisions of ASU 2023-05 to new joint ventures, as applicable, but do not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements.
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures (“ASU 2023-07”).
+Added: ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.
+Added: The ASU also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.
+Added: This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.
+Added: Early adoption is permitted.
+Added: We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures (“ASU 2023-09”).
+Added: ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.
+Added: The ASU also makes several other changes to income tax disclosure requirements.
+Added: The guidance is effective for fiscal years beginning after December 15, 2024.
+Added: The guidance should be applied prospectively;
+Added: however, retrospective application is permitted.
+Added: Early adoption is permitted.
+Added: We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
+Added: Rental Property Acquisitions
+Added: 2023 Acquisitions
+Added: In November 2023, we purchased Asheville Outlets in Asheville, North Carolina, a 382,000 square foot outlet center, for net purchase price of $ 70 million using cash.
+Added: We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 295,000 in transaction costs once the acquisition was deemed probable.
+Added: In November 2023, we purchased Bridge Street Town Centre in Huntsville, Alabama, an 825,000 square foot lifestyle center (including approximately 174,000 square feet ground leased to tenants), for $ 193.5 million using cash, proceeds from our ATM Offering Program, and amounts available under our unsecured lines of credit.
+Added: At closing, we received a $ 5.4 million credit for unpaid tenant allowances.
+Added: We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 1.3 million in transaction costs once the acquisition was deemed probable.
+Added: The assets acquired were recorded at relative fair value as determined by management, with the assistance of third party valuation specialists, based on information available at the acquisition dates and on current assumptions as to future operations (See Note 2).
+Added: The consideration transferred to complete these rental property acquisitions and the purchase price allocation amongst the identifiable assets acquired and liabilities assumed was as follows:
+Added: (in thousands)
+Added: Weighted-Average Amortization Period (in years)
+Added: Land $ 28,524
+Added: Buildings, improvements and fixtures 202,276 31.33
+Added: Deferred lease costs and other intangibles:
+Added: Above market lease value 6,992 3.62
+Added: Below market lease value ( 6,433 ) 3.31
+Added: Lease in place value 26,438 3.62
+Added: Lease and legal costs 7,259 3.83
+Added: Total deferred lease costs and other intangibles, net 34,256
+Added: Total fair value of assets acquired $ 265,056
+Added: There was no contingent consideration associated with these acquisitions.
+Added: Development of Consolidated Rental Properties
+Added: 2023 Developments
+Added: In October 2023, we opened a 291,000 square foot center in Nashville, Tennessee that was 96.5 % occupied.
+Added: As of December 31, 2023 we had incurred $ 143.4 million in construction costs.
Disposition of Properties
−Removed: The following table sets forth the properties sold for the years ended 2022, 2021 and 2020 (in thousands).
−Removed: Properties Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale
+Added: The following table sets forth the properties sold during the years ended 2023, 2022 and 2021 (in thousands).
+Added: Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale
2022 Dispositions:
2 unchanged sentences
Jeffersonville Jeffersonville, Ohio January 2021 412 $ 8,100 $ —
−Removed: 2020 Dispositions:
−Removed: Terrell Terrell, Texas August 2020 178 $ 7,626 $ 2,324
516 $ 20,500 $ 3,156
4 unchanged sentences
As of December 31, 2023
−Removed: Joint Venture Outlet Center Location Ownership % Square Feet
+Added: Joint Venture Center Locations
+Added: Ownership % Square Feet
(in 000's) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net
1 unchanged sentence
Investments included in investments in unconsolidated joint ventures:
−Removed: RioCan Canada Various 50.0 % 665 73.8 —
+Added: RioCan Canada Ontario, Canada
+Added: 50.0 % 665 $ 71.9 —
Investments included in other liabilities:
6 unchanged sentences
Columbus Columbus, OH 50.0 % 355 ( 3.4 ) 70.4
+Added: $ ( 50.9 ) $ 320.0
As of December 31, 2022
−Removed: Joint Venture Outlet Center Location Ownership % Square Feet
+Added: Joint Venture Center Locations
+Added: Ownership % Square Feet
(in 000's) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net
1 unchanged sentence
Investments included in investments in unconsolidated joint ventures:
−Removed: Columbus Columbus, OH 50.0 % 355 $ 0.2 $ 70.9
−Removed: RioCan Canada Various 50.0 % 665 82.4 —
+Added: RioCan Canada Ontario, Canada
+Added: 50.0 % 665 $ 73.8 —
Investments included in other liabilities:
5 unchanged sentences
Texas City, TX 50.0 % 353 ( 15.5 ) 64.5
+Added: Columbus Columbus, OH 50.0 % 355 ( 2.4 ) 70.3
+Added: $ ( 49.5 ) $ 329.0
(1) Net of debt origination costs of $ 2.1 million and $ 1.5 million as of December 31, 2023 and 2022, respectively.
10 unchanged sentences
Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures .
−Removed: The differences in basis (totaling $ 3.2 million and $ 3.4 million as of December 31, 2022 and 2021, respectively) are amortized over the various useful lives of the related assets.
−Removed: In July 2014, we opened an approximately 398,000 square foot outlet center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013.
−Removed: In June 2018, the Charlotte joint venture closed on a $ 100.0 million mortgage loan with a fixed interest rate of approximately 4.3 % and a maturity date of July 2028.
+Added: The differences i n bases (totaling $ 2.8 million and $ 3.2 million as of December 31, 2023 and 2022, respectively) are amortized over the various useful lives of the related assets.
+Added: In July 2014, we opened an approximately 398,000 square foot center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013.
+Added: In June 2018, the joint venture closed on a $ 100.0 million mortgage loan with a fixed interest rate of approximately 4.3 % and a maturity date of July 2028.
The proceeds from the loan were used to pay off the existing $ 90.0 million mortgage loan with an interest rate of LIBOR + 1.45 %, which had an original maturity date of November 2018.
−Removed: The joint venture distributed the incremental net loan proceeds of $ 9.3 million equally to the partners.
+Added: The joint venture distributed the incremental net loan proceeds of $ 9.3 million equally to its partners.
Our partner provides property management, marketing and leasing services to the joint venture.
−Removed: In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio.
−Removed: The development was initially fully funded with equity contributed to the joint venture by Tanger and its partner.
−Removed: In November 2016, the joint venture closed on an interest-only mortgage loan of $ 85.0 million at an interest rate of LIBOR + 1.65 %.
−Removed: The loan initially matured in November 2019, with two one-year extension options.
−Removed: The joint venture received net loan proceeds of $ 84.2 million and distributed them equally to the partners.
−Removed: In October 2019, the joint venture exercised its first option to extend the mortgage loan for one year to November 2020 under the same terms.
−Removed: In December 2020, the Columbus joint venture amended the mortgage loan to extend the maturity to November 2022, which required a reduction in principal balance from $ 85.0 million to $ 71.0 million.
−Removed: The amendment also changed the interest rate from LIBOR + 1.65 % to LIBOR + 1.85 %.
−Removed: In addition, the mortgage loan guarantee by us was increased from $ 6.4 million to $ 11.9 million.
−Removed: In September 2022, we refinanced this mortgage.
−Removed: The new $ 71.0 million non-recourse loan has a maturity date of October 2032 and a fixed interest rate of 6.25 %.
−Removed: We are providing property management, marketing and leasing services to the joint venture.
+Added: In June 2016, we opened an approximately 355,000 square foot center in Columbus, Ohio.
+Added: The development was initially fully funded with equity contributed to the joint venture by the Company and its partner.
+Added: In September 2022, the joint venture refinanced its mortgage.
+Added: The $ 71.0 million non-recourse loan has a maturity date of October 2032 and a fixed interest rate of 6.25 %.
+Added: We provide property management, marketing and leasing services to the joint venture.
Galveston/Houston
−Removed: In October 2012, we opened an approximately 353,000 square foot outlet center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011.
−Removed: In July 2017, the joint venture amended and restated the initial construction loan, which had an outstanding balance of $ 65.0 million, to increase the amount available to borrow from $ 70.0 million to $ 80.0 million and extended the maturity date until July 2020 with two one-year options.
−Removed: The amended and restated loan also changed the interest rate from LIBOR + 1.50 % to LIBOR + 1.65 %.
−Removed: At the closing of the amendment, the joint venture distributed the net proceeds of approximately $ 14.5 million equally between the partners.In June 2020, in response to the COVID-19 impact on the property, the Galveston/Houston joint venture amended its mortgage loan.
−Removed: The loan modification amended the first one-year extension option to provide for two six-month options (the “First Extension” and “Second Extension”, respectively).
−Removed: Under the loan modification, the loan would have matured in July 2022.
−Removed: In February 2021, the Galveston/Houston joint venture amended its mortgage loan to extend the maturity to July 2023, which required a reduction in principal balance from $ 80.0 million to $ 64.5 million.
+Added: In October 2012, we opened an approximately 353,000 square foot center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011.
+Added: In February 2021, the Galveston/Houston joint venture amended its mortgage loan to extend the maturity date to June 2023, which required a reduction in principal balance from $ 80.0 million to $ 64.5 million.
The amendment also changed the interest rate from LIBOR + 1.65 % to LIBOR + 1.85 %.
Each partner made a capital contribution of $ 7.0 million to fund the reduction in principal balance.
−Removed: We are providing property management, marketing and leasing services to the outlet center.
+Added: In June 2023, the joint venture completed the refinance of its mortgage, resulting in a reduction in principal balance from $ 64.5 million to $ 58.0 million.
+Added: The new loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00 %.
+Added: In conjunction with this refinancing, the joint venture entered into a $ 29.0 million interest rate swap agreement that fixes Daily SOFR at 4.44 % until December 2025.
+Added: We provide property management, marketing and leasing services to the joint venture.
National Harbor
−Removed: In November 2013, we opened an approximately 341,000 square foot outlet center at National Harbor in the Washington, D.C.
+Added: In November 2013, we opened an approximately 341,000 square foot center at National Harbor in the Washington, D.C.
Metro area that was developed through, and is owned by, a joint venture formed in May 2011.
−Removed: In December 2018, the National Harbor joint venture closed on a $ 95.0 million mortgage loan with a fixed interest rate of approximately 4.6 % and a maturity date of January 2030.
+Added: In December 2018, the joint venture closed on a $ 95.0 million mortgage loan with a fixed interest rate of approximately 4.6 % and a maturity date of January 2030.
The proceeds from the loan were used to pay off the $ 87.0 million construction loan with an interest rate of LIBOR + 1.65 %, which had an original maturity date of November 2019.
−Removed: The joint venture distributed the incremental net loan proceeds of $ 7.4 million equally to the partners.
+Added: The joint venture distributed the incremental net loan proceeds of $ 7.4 million equally to its partners.
+Added: We provide property management, marketing and leasing services to the joint venture.
RioCan Canada
−Removed: We have a 50 /50 co-ownership agreement with RioCan Real Estate Investment Trust to operate and manage outlet centers in Canada.
−Removed: We provide leasing and marketing services for the outlet centers and RioCan provides development and property management services.
−Removed: In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Outlet Center in Canada.
−Removed: In 2016, the co-owners commenced construction on a 39,000 square foot expansion, which opened during the second quarter of 2017 to bring the total square feet of the outlet center to approximately 357,000 .
−Removed: In November 2020, the RioCan joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $ 5.5 million and a gain of approximately $ 2.0 million.
−Removed: Our share of the net proceeds was $ 2.8 million, and our share of the gain was approximately $ 1.0 million.
+Added: We have a 50 /50 co-ownership agreement with RioCan Real Estate Investment Trust to operate and manage centers in Canada.
+Added: We provide leasing and marketing services for the centers and RioCan provides development and property management services.
+Added: In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Center in Canada.
+Added: In 2016, the co-owners commenced construction on an approximately 39,000 square foot expansion, which opened during the second quarter of 2017 to bring the total square feet of the center to approximately 357,000 .
+Added: In November 2020, the RioCan joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $ 5.5 million, at a gain of approximately $ 2.0 million.
+Added: Our share of the net proceeds was approximately $ 2.8 million, and our share of the gain was approximately $ 1.0 million.
In addition, the RioCan Canada co-owners own Tanger Outlets Cookstown, which is approximately 308,000 square feet.
−Removed: In March 2021, the RioCan joint venture closed on the sale of its 116,000 square foot outlet center in Saint-Sauveur, for net proceeds of approximately $ 9.4 million.
−Removed: Our share of the proceeds was approximately $ 4.7 million.
+Added: In March 2021, the joint venture closed on the sale of its approximately 116,000 square foot center in Saint-Sauveur, for net proceeds of approximately $ 9.4 million.
+Added: Our share of the net proceeds was approximately $ 4.7 million.
As a result of this transaction, we recorded a loss on the sale of $ 3.7 million.
This includes a $ 3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.
−Removed: In May 2020, the joint venture’s mortgage loan for the outlet center in Saint-Sauveur matured and the joint venture repaid the approximately $ 8.3 million owed in full.
−Removed: During 2020, the RioCan joint venture recognized an impairment charge related to its Saint-Sauveur property.
−Removed: The impairment charge was primarily driven by, among other things, new competition in the market and changes in market capitalization rates and the COVID-19 pandemic in 2020.
−Removed: The table below summarizes the impairment charges taken during 2020 (in thousands):
−Removed: Impairment Charge (1)
−Removed: Outlet Center Total Our Share
−Removed: 2020 Saint-Sauveur $ 6,181 $ 3,091
−Removed: (1) The fair value was determined using an income approach considering the prevailing market income capitalization rates for similar assets.
Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands):
22 unchanged sentences
General and administrative 334 257 278
−Removed: Impairment charges — — 6,181
Depreciation and amortization 20,728 21,749 22,947
22 unchanged sentences
Amortization of deferred lease costs and other intangibles, excluding above and below market leases, included in depreciation and amortization for the years ended December 31, 2023, 2022 and 2021 was $ 8.8 million, $ 11.6 million and $ 10.7 million, respectively.
−Removed: Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2022, 2021 and 2020 was $( 1.0 ) million, $ 0.1 million and $( 2.4 ) million, respectively.
+Added: Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2023, 2022 and 2021 was $( 275,000 ), $( 1.0 ) million and $ 78,000 , respectively.
Estimated aggregate amortization of net above and below market leases and other intangibles for each of the five succeeding years is as follows (in thousands):
11 unchanged sentences
All of the Company's debt is held by the Operating Partnership and its consolidated subsidiaries.
−Removed: The Company guarantees the Operating Partnership's obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 520.0 million.
+Added: The Company guarantees the Operating Partnership's obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 520.0 million as of the date of this Annual Report.
The Company also guarantees the Operating Partnership's unsecured term loan.
10 unchanged sentences
Senior notes 2.750 % September 2031 400,000 392,827 400,000 391,962
+Added: Unsecured term loan
+Added: + 0.95 % January 2027 325,000 322,322 325,000 321,525
Mortgages payable:
2 unchanged sentences
Southaven Adj SOFR + 2.00 % October 2026 51,700 51,428 51,700 51,346
−Removed: Unsecured term loan Adj SOFR + 1.20 % January 2027 325,000 321,525 300,000 298,421
Unsecured lines of credit Adj SOFR + 1.00 % July 2025 13,000 13,000 — —
$ 1,452,036 $ 1,439,203 $ 1,443,809 $ 1,428,494
−Removed: (1) Includes premiums and net of debt discount and unamortized debt origination costs.
−Removed: Excludes $ 3.5 million and $ 4.8 million of unamortized debt origination costs related to unsecured lines of credit as of December 31, 2022 and 2021, respectively, recorded in prepaids and other assets in the Consolidated Balance Sheet.
−Removed: Unamortized debt origination costs were $ 12.8 million and $ 12.9 million as of December 31, 2022 and 2021, respectively.
+Added: (1) Includes premiums, discounts and unamortized debt origination costs.
+Added: These costs were $ 12.8 million and $ 12.8 million as of December 31, 2023 and 2022, respectively .
+Added: As of December 31, 2023, excludes $ 2.1 million of unamortized debt origination costs related to unsecured lines of credit, recorded in prepaids and other assets in the Consolidated Balance Sheet.
Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2023, 2022 and 2021 was $ 3.2 million, $ 3.1 million and $ 4.0 million, respectively.
5 unchanged sentences
As of December 31, 2023, the syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.
−Removed: The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of funds from operations on a cumulative basis.
+Added: The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed FFO, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of FFO on a cumulative basis.
As of December 31, 2023, we believe we were in compliance with all of our debt covenants.
+Added: In May 2023, Fitch Ratings assigned a first-time ‘BBB’ long-term issuer default rating to the Company and the Operating Partnership, along with a Stable rating outlook.
+Added: Fitch also assigned a ‘BBB’ rating to Operating Partnership’s senior unsecured debt, which includes our lines of credit, a term loan and senior notes.
+Added: As a result, the applicable pricing margin on each of our unsecured lines of credit and our term loan was reduced by 25 basis points (including a 5 basis point reduction in the facility fee on the unsecured lines of credit).
2022 Transactions
Memphis Consolidated Joint Venture
−Removed: In October 2022, the Southaven, Mississippi joint venture amended and restated its secured term loan, increasing the outstanding balance to $ 51.7 million from $ 40.1 million, extending maturity from April 2023 to October 2026 plus a one year extension option, with an interest rate of Adjusted SOFR plus 200 basis points.
+Added: In October 2022, the Southaven, Mississippi joint venture amended and restated its secured term loan, increasing the outstanding balance to $ 51.7 million from $ 40.1 million, extending the maturity date from April 2023 to October 2026 plus a one year extension option, with an interest rate of Adjusted SOFR + 2.00 %.
Unsecured Term Loan
In October 2022, we amended and restated our unsecured term loan.
−Removed: The outstanding balance was increased from $ 300.0 million to $ 325.0 million and the maturity was extended to January 2027 plus a one-year extension option.
−Removed: The interest rate changed from LIBOR + 1.25 % to Adjusted SOFR + 1.20 % based on our current credit rating.
+Added: The outstanding balance was increased from $ 300.0 million to $ 325.0 million and the maturity date was extended to January 2027 plus a one-year extension option.
+Added: The interest rate changed from LIBOR + 1.25 % to Adjusted SOFR + 1.20 % based on our credit rating at that time.
The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.
8 unchanged sentences
The make-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.
−Removed: Subsequent to this redemption, $ 100.0 million aggregate principal amount of the Notes remained outstanding, until the redemption in August 2021, described below.
+Added: Subsequent to this redemption, $ 100.0 million aggregate principal amount of the senior notes remained outstanding, until the redemption in August 2021, described below.
In August 2021, we completed a public offering of $ 400.0 million in senior notes due 2031.
−Removed: The notes were priced at 98.552 % of the principal amount to yield 2.917 % to maturity.
−Removed: The notes pay interest semi-annually at a rate of 2.750 % per annum and mature on September 1, 2031.
+Added: The senior notes were priced at 98.552 % of the principal amount to yield 2.917 % to maturity.
+Added: The senior notes pay interest semi-annually at a rate of 2.750 % per annum and mature on September 1, 2031.
The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $ 390.7 million.
−Removed: We used the net proceeds from the sale of the notes to redeem all remaining 3.875 % senior notes due 2023, $ 100.0 million in aggregate principal amount outstanding, and all 3.750 % senior notes due 2024, $ 250.0 million in aggregate principal outstanding.
+Added: We used the net proceeds from the sale of the senior notes to redeem all remaining 3.875 % senior notes due 2023, $ 100.0 million in aggregate principal amount outstanding, and all 3.750 % senior notes due 2024, $ 250.0 million in aggregate principal outstanding.
The redemptions occurred in September 2021 and included a make-whole premium of $ 31.9 million and the write-off of approximately $ 1.9 million of debt discount and debt origination costs.
The make-whole premium and the write-off of debt discount and origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.
−Removed: The remaining proceeds were used for general corporate purposes.
+Added: The remaining net proceeds were used for general corporate purposes.
Unsecured Lines of Credit Extension
10 unchanged sentences
Southaven Mortgage
−Removed: In October 2021, the joint venture that owns the Southaven, Mississippi outlet center exercised its option to extend the maturity of the Southaven, Mississippi mortgage to April 2023 and paid down the principal balance by $ 11.3 million to $ 40.1 million.
−Removed: The interest rate remains LIBOR + 1.80 %.
−Removed: The outlet center is consolidated for financial reporting purposes and we funded the entire $ 11.3 million.
+Added: In October 2021, the joint venture that owns the Southaven, Mississippi center exercised its option to extend the maturity of the Southaven, Mississippi mortgage to April 2023 and paid down the principal balance by $ 11.3 million to $ 40.1 million.
+Added: The interest rate remained LIBOR + 1.80 %.
+Added: The center is consolidated for financial reporting purposes and we funded the entire $ 11.3 million.
Debt Maturities
13 unchanged sentences
Assets (Liabilities) (1) :
−Removed: July 1, 2019 February 1, 2024 25,000 Daily Adjusted SOFR 1.68 % $ 853 $ ( 459 )
−Removed: January 1, 2021 February 1, 2024 150,000 Daily Adjusted SOFR 0.53 % 6,966 828
−Removed: January 1, 2021 February 1, 2024 100,000 Daily Adjusted SOFR 0.15 % 5,043 1,331
−Removed: March 1, 2021 February 1, 2024 25,000 Daily Adjusted SOFR 0.18 % 1,256 326
+Added: Current Derivatives
+Added: July 1, 2019 February 1, 2024 $ 25,000 Daily SOFR
+Added: 1.7 % $ 88 $ 853
+Added: January 1, 2021 February 1, 2024 150,000 Daily SOFR 0.5 % 692 6,966
+Added: January 1, 2021 February 1, 2024 100,000 Daily SOFR 0.2 % 497 5,043
+Added: March 1, 2021 February 1, 2024 25,000 Daily SOFR 0.2 % 124 1,256
+Added: $ 300,000 $ 1,401 $ 14,118
+Added: Forward Starting Derivatives
+Added: February 1, 2024 (2)
+Added: February 1, 2026 $ 75,000 Daily SOFR 3.5 % $ 670 $ —
+Added: February 1, 2024 (2)
+Added: August 1, 2026 75,000 Daily SOFR 3.7 % 54
+Added: February 1, 2024 (2)
+Added: January 1, 2027 175,000 Daily SOFR 4.2 % ( 2,435 ) —
Total $ 325,000 $ ( 1,711 ) $ —
(1) Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets.
−Removed: The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, each with a separate counterparty.
+Added: (2) During 2023, we entered into $ 325.0 million of forward-starting interest rate swap agreements at an average fixed pay rate of 3.9% with an effective date of February 1, 2024 and maturity dates ranging from February 1, 2026 to January 1, 2027.
+Added: The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, with various counterparties.
We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.
16 unchanged sentences
Fair value as of December 31, 2023:
−Removed: Short-term government securities (cash and cash equivalents) $ 174,495 $ 174,495 $ — $ —
−Removed: Bank certificate of deposit (short-term investments) 52,450 52,450 — —
Interest rate swaps (prepaids and other assets) 2,708 — 2,708 —
5 unchanged sentences
Fair value as of December 31, 2022:
−Removed: Short-term government securities (cash and cash equivalents) $ 158,197 $ 158,197 $ — $ —
Interest rate swaps (prepaids and other assets) 14,118 — 14,118 —
13 unchanged sentences
Long-lived assets
−Removed: Jeffersonville Impairments
−Removed: During the fourth quarter of 2020, due to the pending sale in January 2021 of the outlet center we recorded an impairment charge of $ 2.4 million in our consolidated statement of operations which equaled the excess of the carrying value of our Jeffersonville outlet center over its estimated fair value.
−Removed: The estimated fair value was based on the market approach.
+Added: $ 29,460 $ — $ — $ 29,460
Foxwoods Impairments
−Removed: During the first quarter 2020, we recorded a $ 45.7 million impairment charge in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value.
−Removed: The estimated fair value was based on the income approach.
−Removed: The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate.
−Removed: During the fourth quarter of 2020, in anticipation of further store closings and declining operating results, we recorded an additional impairment charge of $ 19.2 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value.
−Removed: The estimated fair value was based on the income approach.
During the fourth quarter of 2021, due to a decrease in the estimated hold period and declining operating results, we recorded an additional impairment charge of $ 7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value.
6 unchanged sentences
The table below summarizes the terminal capitalization rate and discount rate used:
−Removed: December 31, 2021 December 31, 2020
+Added: December 31, 2021
Terminal capitalization rate
12 unchanged sentences
When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value.
−Removed: The carrying values of cash and cash equivalents, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments.
+Added: The carrying values of cash and cash equivalents, short-term investments, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments.
+Added: Short-term government securities and our certificates of deposit included in short-term investments are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market.
Shareholders' Equity of the Company
4 unchanged sentences
At-the-Market Offering
−Removed: Under our at-the-market stock offering program (“ATM Offering”), which commenced February 2021, we may offer and sell our common shares, $ 0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $ 250.0 million (the “Shares”).
−Removed: We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares.
+Added: Under our at-the-market stock offering (“ATM Offering”) program, which commenced February 2021, and was reinstated with a new program in December 2023, we may offer and sell our common shares, $ 0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $ 250.0 million.
+Added: We may sell the Common Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Common Shares.
Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding.
−Removed: We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes.
−Removed: The Company did not sell any Shares under the ATM Offering in the year ended December 31, 2022.
−Removed: As of December 31, 2022, we had approximately $ 60.1 million remaining available for sale under the ATM Offering program.
+Added: We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering program for working capital and general corporate purposes.
+Added: The Company sold 3.5 million Common Shares in 2023 under the ATM Offering program.
+Added: As of December 31, 2023, we had approximately $ 220.1 million of Common Shares remaining available for sale under the ATM Offering program.
The following table sets forth information regarding settlements under our ATM Offering program:
1 unchanged sentence
Number of Common Shares settled during the period
−Removed: Average price per share $ — $ 18.97 $ —
+Added: 3,494,919 — 10,009,263
+Added: Average price per Common Share
+Added: $ 25.75 $ — $ 18.97
Aggregate gross proceeds (in thousands) $ 89,986 $ — $ 189,868
1 unchanged sentence
Share Repurchase Program
−Removed: In May 2021, the Company’s Board of Directors authorized the repurchase of up to $ 80.0 million of the Company’s outstanding shares through May 31, 2023.
−Removed: This authorization replaced a previous repurchase authorization for approximately $ 80.0 million that expired in May 2021.
−Removed: In June 2020, we amended our debt agreements primarily to improve future covenant flexibility and such amendments included a prohibition on share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”).
−Removed: The Company temporarily suspended share repurchases for the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the Repurchase Covenant.
−Removed: On July 1, 2021, the Repurchase Covenant expired.
+Added: In May 2023, the Board authorized the repurchase of up to $ 100.0 million of the Company’s outstanding common shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $ 80.0 million of the Company's outstanding shares through May 31, 2023.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares.
−Removed: The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.
+Added: The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 of the Exchange Act.
The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.
−Removed: The Company did not repurchase any shares for the years ended December 31, 2022, 2021 and 2020.
−Removed: The remaining amount authorized to be repurchased under the program as of December 31, 2022 was approximately $ 80.0 million.
+Added: The Company has not repurchased any shares under this plan.
+Added: The remaining amount authorized to be repurchased under the program as of December 31, 2023 was $ 100.0 million of common shares.
Partners' Equity of the Operating Partnership
9 unchanged sentences
Grant of restricted common share awards by the Company, net of forfeitures — — 569,779 569,779
−Removed: Issuance of deferred units — — 6,258 6,258
+Added: Issuance of units 100,000 — 9,909,263 9,909,263
+Added: Options exercised — — 42,100 42,100
Balance December 31, 2021 1,100,000 4,761,559 102,984,734 107,746,293
2 unchanged sentences
Grant of restricted common share awards by the Company, net of forfeitures — — 613,933 613,933
−Removed: Issuance of units 100,000 — 9,909,263 9,909,263
Options exercised — — 15,500 15,500
11 unchanged sentences
As discussed in Note 13, for the years ended December 31, 2023 and 2022, Non-Company LPs exchanged 30,024 and 23,577 Class A common limited partnership units of the Operating Partnership, respectively, for an equal number of common shares of the Company.
−Removed: The Company repurchased no common shares in 2020 and 2021.
+Added: The Company did not repurchase any common shares in 2023 and 2022.
The changes in the Company's ownership interests in the subsidiaries impacted consolidated equity during the periods shown as follows (in thousands):
−Removed: Net income attributable to Tanger Factory Outlet Centers, Inc.
+Added: Net income attributable to Tanger Inc.
$ 99,151 $ 82,063
−Removed: Increase (decrease) in Tanger Factory Outlet Centers, Inc.
+Added: Decrease in Tanger Inc.
paid-in-capital adjustments to noncontrolling interests ( 2,916 ) ( 182 )
−Removed: Changes from net income attributable to Tanger Factory Outlet Centers, Inc.
+Added: Changes from net income attributable to Tanger Inc.
and transfers from noncontrolling interest $ 96,235 $ 81,881
2 unchanged sentences
2023 2022 2021
−Removed: Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.
+Added: Net income attributable to Tanger Inc.
$ 99,151 $ 82,063 $ 9,118
Less allocation of earnings to participating securities ( 1,186 ) ( 869 ) ( 804 )
−Removed: Net income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.
+Added: Net income available to common shareholders of Tanger Inc.
$ 97,965 $ 81,194 $ 8,314
4 unchanged sentences
Basic earnings per common share:
−Removed: Net income (loss) $ 0.78 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.94 $ 0.78 $ 0.08
Diluted earnings per common share:
−Removed: Net income (loss) $ 0.77 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.92 $ 0.77 $ 0.08
We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.
Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period.
−Removed: For the years ended December 31, 2021 and 2020, approximately 506,000 and 1.7 million units were excluded from the computation, respectively, because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.
−Removed: There were no units excluded from the computation for the year ended December 31, 2022.
+Added: For the year ended December 31, 2021, approximately 506,000 units were excluded from the computation because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.
+Added: There were no units excluded from the computation for the years ended December 31, 2023 and 2022, respectively.
With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period.
−Removed: For the years ended December 31, 2022, 2021 and 2020, approximately 513,000 , 332,000 and 1.8 million options were excluded from the computation, respectively, as they were anti-dilutive.
+Added: For the years ended December 31, 2023, 2022 and 2021, approximately 451,000 , 513,000 and 332,000 options were excluded from the computation, respectively, as they were anti-dilutive.
The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.
5 unchanged sentences
2023 2022 2021
−Removed: Net income (loss) attributable to partners of the Operating Partnership $ 85,831 $ 9,558 $ ( 38,203 )
+Added: Net income attributable to partners of the Operating Partnership $ 103,634 $ 85,831 $ 9,558
Allocation of earnings to participating securities ( 1,186 ) ( 869 ) ( 804 )
−Removed: Net income (loss) available to common unitholders of the Operating Partnership $ 84,962 $ 8,754 $ ( 38,895 )
+Added: Net income available to common unitholders of the Operating Partnership $ 102,448 $ 84,962 $ 8,754
Basic weighted average common units 109,416 108,446 105,208
3 unchanged sentences
Basic earnings per common unit:
−Removed: Net income (loss) $ 0.78 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.94 $ 0.78 $ 0.08
Diluted earnings per common unit:
−Removed: Net income (loss) $ 0.77 $ 0.08 $ ( 0.40 )
+Added: Net income $ 0.92 $ 0.77 $ 0.08
We determine diluted earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.
Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period.
−Removed: For the years ended December 31, 2021 and 2020, approximately 506,000 and 1.7 million units were excluded from the computation, respectively, because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.
−Removed: There were no units excluded from the computation for the year ended December 31, 2022.
+Added: For the year ended December 31, 2021, approximately 506,000 units were excluded from the computation because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.
+Added: There were no units excluded from the computation for the years ended December 31, 2023 and 2022, respectively.
With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period.
The market price of a common unit is considered to be equivalent to the market price of a Company common share.
−Removed: For the years ended December 31, 2022, 2021 and 2020, approximately 513,000 , 332,000 and 1.8 million options were excluded from the computation, respectively.
+Added: For the years ended December 31, 2023, 2022 and 2021, approximately 451,000 , 513,000 and 332,000 options were excluded from the computation, respectively.
Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents.
5 unchanged sentences
In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "shares" is meant to also include corresponding units of the Operating Partnership.
−Removed: As of December 31, 2022, we may issue up to 18.7 million common shares under the Plan.
−Removed: Shares remaining available for future issuance totaled approximately 1,514,000 common shares.
−Removed: The amount and terms of the awards granted under the Plan were determined by the Board of Directors (or the Compensation Committee of the Board of Directors).
+Added: We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc.
+Added: and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants.
+Added: Effective May 19, 2023, the Plan was amended and restated to, among other things, increase the number of shares authorized for issuance under the plan to 21.3 million shares and extend the term of the plan by an additional ten years .
+Added: As of December 31, 2023, common shares remaining available for future issuance totaled approximately 3.8 million common shares.
+Added: The amount and terms of the awards granted under the Plan are determined by the Board (or the Compensation Committee of the Board).
We recorded equity-based compensation expense in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively, as follows (in thousands):
10 unchanged sentences
Restricted Common Share and Restricted Share Unit Awards
−Removed: During 2022, 2021 and 2020, the Company gra nted approximately 513,000 , 485,000 and 788,000 restricted common shares and restricted share units, respectively, to the Company's non-employee directors and the Company's senior executive officers.
−Removed: The 2020 grants include approximately 389,000 restricted common shares that were issued to our Chief Executive Officer, Stephen J.
−Removed: Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules.
−Removed: The non-employee directors' restricted common shares generally vest ratably over a three year period and the senior executive officers' restricted common shares generally vest ratably over periods ranging from three to five years .
+Added: During the years ended 2023, 2022 and 2021, the Company granted approximately 345,000 , 513,000 and 485,000 restricted common shares and restricted share units, respectively, to the Company's non-employee directors and the Company's senior executive officers.
+Added: The non-employee directors' restricted common shares generally vest ratably over periods ranging from one to three year periods and the senior executive officers' restricted common shares generally vest ratably over periods ranging from three to five years .
Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted common shares and restricted share units.
19 unchanged sentences
The table above excludes restricted common shares earned under the 2018, 2019 and 2020 Performance Share Plan.
−Removed: In connection with the 2018 Performance Share Plan, we issued approximately 76,000 restricted common shares in February 2021, with approximately 49,000 vesting during 2021 and the remaining 27,000 vesting in February 2022, In connection with the 2019 Performance Share Plan, we issued approximately 97,000 restricted common shares in February 2022, with approximately 59,000 vesting during 2022 and the remaining 38,000 to vest in February 2023.
+Added: In connection with the 2018 Performance Share Plan, we issued approximately 76,000 restricted common shares in February 2021, with approximately 49,000 vesting during 2021 and the remaining 27,000 vesting in February 2022.
+Added: In connection with the 2019 Performance Share Plan, we issued approximately 97,000 restricted common shares in February 2022, with approximately 59,000 vesting during 2022 and the remaining 38,000 vesting in February 2023.
+Added: In connection with the 2020 Performance Share Plan, we issued approximately 759,000 restricted common shares in February 2023, with approximately 444,000 vesting during 2023 and the remaining 315,000 to vest in February 2024.
All performance share plan vesting is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).
The total value of restricted common shares vested during the years ended 2023, 2022 and 2021 was $ 18.2 million, $ 10.6 million and $ 9.4 million, respectively.
−Removed: During 2022, 2021 and 2020, we withheld shares with value equivalent to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
−Removed: The total number of shares withheld were approximately 240,000 , 139,000 and 57,000 for 2022, 2021 and 2020, respectively, and were based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date.
−Removed: Total amounts paid for the employees' tax obligation to taxing authorities were $ 3.7 million, $ 2.1 million and $ 0.7 million for 2022, 2021 and 2020, respectively, which are reflected as a financing activity within the consolidated statements of cash flows.
+Added: During the years ended 2023, 2022 and 2021, we withheld shares with value equivalent to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
+Added: The total number of shares withheld were approximately 380,000 , 240,000 and 139,000 for the years ended 2023, 2022 and 2021, respectively, and were based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date.
+Added: Total amounts paid for the employees' tax obligation to taxing authorities were $ 7.3 million, $ 3.7 million and $ 2.1 million for the years ended 2023, 2022 and 2021, respectively, which are reflected as a financing activity within the consolidated statements of cash flows.
Notional Unit Performance Awards
Performance Share Plan
−Removed: Each year, the Compensation Committee of Tanger Factory Outlet Centers, Inc.
−Removed: approves the terms and the number of awards to be granted under the Tanger Factory Outlet Centers, Inc.
+Added: Each year, the Compensation Committee of the Company approves the terms and the number of awards to be granted under the Tanger Inc.
Performance Share Plan (the “PSP"), formerly titled the "Outperformance Plan".
The PSP is a long-term incentive compensation plan.
−Removed: Recipients may earn units which may convert, subject to the achievement of the goals described below, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period.
+Added: Recipients may earn units that may convert, subject to the achievement of the goals described below, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period.
For all recipients, any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares vesting immediately following the measurement period, and the remaining 50 % vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).
10 unchanged sentences
Maximum number of restricted common shares that may be earned 499,696 555,349 688,824 902,167
−Removed: February grant date fair value per share $ 11.68 $ 9.65 $ 7.30 $ 12.09
+Added: Grant date fair value per share $ 12.08 $ 11.68 $ 9.65 $ 7.30
April 2020 grant date fair value per share (2)
3 unchanged sentences
(1) The number of restricted common shares received under the 2023, 2022, 2021 and 2020 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group.
−Removed: The peer group is based on companies included in the FTSE Nareit Retail Index.
+Added: The peer group is based on companies included in the FTSE Nareit Equity Retail Index.
(2) In April 2020, Mr.
19 unchanged sentences
Awarded 668,824 9.76
+Added: ( 76,478 ) 12.42
Forfeited ( 475,854 ) 11.03
22 unchanged sentences
Outstanding as of December 31, 2020 1,805,700 $ 11.69
−Removed: Granted 1,334,500 6.79
Exercised ( 42,100 ) 6.31
1 unchanged sentence
Outstanding as of December 31, 2021 1,595,600 $ 10.68 7.64 $ —
+Added: Granted 250,000 19.37
Exercised ( 15,500 ) 5.73
1 unchanged sentence
Outstanding as of December 31, 2022 1,716,800 $ 11.53 6.79 $ —
−Removed: Granted 250,000 19.37
Exercised ( 85,500 ) 14.45
6 unchanged sentences
Bilerman was granted 250,000 options that have an exercise price of $ 19.37 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date.
−Removed: The options expire 10 years from the date of grant and 50 % of the options become exercisable on November 29, 2024, 25 % of the award on November 29, 2025 and 25 % of the award on November 29, 2026, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment).
+Added: The options expire 10 years from the date of grant and 50 % of the options become exercisable on November 29, 2024, 25 % of the options become exercisable on November 29, 2025 and 25 % of the options become exercisable on November 29, 2026, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment).
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $ 6.13 and included the following weighted-average assumptions:
−Removed: expected dividend yield 5.10 %;
+Added: expected dividend yield of 5.10 %;
expected life of 6.8 years;
6 unchanged sentences
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $ 1.03 and included the following weighted-average assumptions:
−Removed: expected dividend yield 4.93 %;
+Added: expected dividend yield of 4.93 %;
expected life of 6.5 years;
5 unchanged sentences
As an inducement to his entering into employment with the Company, the options were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rule s.
−Removed: The options expire 10 years from the date of grant and 25 % of the options became exercisable on December 31, 2020 with the remaining options vesting ratably on each December 31st through 2023, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment).
+Added: The options expire 10 years from the date of the grant and 25 % of the options became exercisable on December 31, 2020 with the remaining options vesting ratably on each December 31st through 2023, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment).
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $ 0.42 and included the following weighted-average assumptions:
−Removed: expected dividend yield 9.86 %;
+Added: expected dividend yield of 9.86 %;
expected life of 7.9 years;
6 unchanged sentences
This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts.
−Removed: During the years ended December 31, 2022, 2021 and 2020, we contributed approximately $ 968,000 , $ 867,000 and $ 878,000 , respectively, to the 401(k) Retirement Savings Plan.
+Added: During the years ended December 31, 2023, 2022 and 2021, we contributed approximately $ 1.2 million, $ 968,000 and $ 867,000 , respectively, to the 401(k) Retirement Savings Plan.
Accumulated Other Comprehensive Loss of the Company
The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021 (in thousands):
−Removed: Tanger Factory Outlet Centers, Inc.
Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss
8 unchanged sentences
Other comprehensive income (loss) before reclassifications 1,431 — 1,431 58 — 58
−Removed: Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 3,470 ) ( 3,470 ) — ( 159 ) ( 159 )
+Added: Reclassification out of accumulated other comprehensive income (loss) into interest expense
+Added: — ( 13,913 ) ( 13,913 ) — ( 619 ) ( 619 )
Balance December 31, 2023 $ ( 23,085 ) $ ( 434 ) $ ( 23,519 ) $ ( 1,293 ) $ 19 $ ( 1,274 )
11 unchanged sentences
Other comprehensive income (loss) before reclassifications 1,491 — 1,491
−Removed: Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 3,629 ) ( 3,629 )
+Added: Reclassification out of accumulated other comprehensive income (loss) into interest expense
+Added: — ( 14,534 ) ( 14,534 )
Balance December 31, 2023 $ ( 24,376 ) $ ( 417 ) $ ( 24,793 )
15 unchanged sentences
We only capitalize the portion of these types of costs incurred that are a direct result of an executed lease.
−Removed: As of December 31, 2022, we were the lessor to over 2,200 stores in our 29 consolidated outlet centers, under operating leases with initial terms that expire from 2023 to 2039, with certain agreements containing extension options.
+Added: As of December 31, 2023, we were the lessor to over 2,400 stores in our 32 consolidated centers, under operating leases with initial terms that expire from 2024 to 2039, with certain agreements containing extension options.
We also have certain agreements which require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.
9 unchanged sentences
Thereafter 208,304
−Removed: As of December 31, 2022 and 2021 we have operating lease right-of-use assets $ 78.6 million and $ 79.8 million and operating lease liabilities of $ 87.5 million, and $ 88.9 million respectively.
−Removed: In 2020, we recorded impairment charges of $ 64.8 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value of which $ 4.0 million of the impairment charge was allocated to the right-of-use asset.
−Removed: In 2021, we recorded an impairment charge of $ 7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value of which $ 563,000 of the impairment charge was allocated to the right-of-use asset.
+Added: As of December 31, 2023 and 2022 we have operating lease right-of-use assets $ 77.4 million and $ 78.6 million, respectively, and operating lease liabilities of $ 86.1 million, and $ 87.5 million, respectively.
+Added: In 2021, we recorded an impairment charge of $ 7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods center over its estimated fair value of which $ 563,000 of the impairment charge was allocated to the right-of-use asset.
Our non-cancelable operating leases, with terms in excess of one year, have terms, including certain extension options, that expire from 2028 to 2101.
2 unchanged sentences
we recognize lease expense for these leases on a straight-line basis over the lease term.
−Removed: The majority of our operating lease expense is related to ground leases at the following outlet centers:
+Added: The majority of our operating lease expense is related to ground leases at the following centers:
Myrtle Beach Hwy 17, Atlantic City, Sevierville, Riverhead, Foxwoods and Rehoboth Beach and the lease of our corporate office in Greensboro, North Carolina.
28 unchanged sentences
In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets.
−Removed: Our occupancy at our consolidated centers has increased from 95 % at the end of 2021 to 97 % at the end of 2022.
−Removed: If our occupancy declines, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.
+Added: Our occupancy at our consolidated centers has remained at 97 % at December 31, 2022 and 97 % at December 31, 2023.
+Added: If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.
Employment Agreements
3 unchanged sentences
We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance.
−Removed: For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0 % to 15.5 % of principal.
+Added: For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty.
The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests.
2 unchanged sentences
Subsequent Events
−Removed: In January 2023, the Company's Board of Directors declared a $ 0.22 quarterly cash dividend per common share payable on February 15, 2023 to each shareholder of record on January 31, 2023, and a $ 0.22 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
+Added: In January 2024, the Board declared a $ 0.26 quarterly cash dividend per common share payable on February 15, 2024 to each shareholder of record on January 31, 2024, and a $ 0.26 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
AND SUBSIDIARIES
7 unchanged sentences
December 31, 2023 (2)
−Removed: Outlet Center Name Location Encumbrances (3)
+Added: Location Encumbrances (3)
Land Buildings,
4 unchanged sentences
Construction or Acquisition
+Added: Asheville Asheville, NC $ — $ 6,092 $ 56,326 $ — $ — $ 6,092 $ 56,326 $ 62,418 $ 523 2023 (5)
Atlantic City Atlantic City, NJ 12,613 — 125,988 — 18,435 — 144,423 144,423 56,067 2011 (5)
13 unchanged sentences
Howell Howell, MI — 2,250 35,250 — 18,383 2,250 53,633 55,883 33,890 2002 (5)
+Added: Huntsville Huntsville, AL — 22,432 145,990 — — 22,432 145,990 168,422 1,427 2023 (5)
Lancaster Lancaster, PA — 3,691 19,907 6,656 66,253 10,347 86,160 96,507 44,323 1994 (5)
4 unchanged sentences
Nashville Nashville, TN — 8,772 133,641 — — 8,772 133,641 142,413 1,390 2023
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
AND SUBSIDIARIES
7 unchanged sentences
December 31, 2023 (2)
−Removed: Outlet Center Name Location Encumbrances (3)
+Added: Location Encumbrances (3)
Land Buildings,
24 unchanged sentences
Amounts net of $ 60.1 million impairment charges taken during 2020 consisting of a write-off of approximately $ 89.8 million of building and improvement cost and $ 29.7 million of accumulated depreciation.
−Removed: (7) Construction at Nashville began in 2022, with an expected completion in 2023.
−Removed: TANGER FACTORY OUTLET CENTERS, INC.
and SUBSIDIARIES
9 unchanged sentences
Impairment charges — — ( 8,574 )
+Added: Acquisitions 230,840 — —
Dispositions and other ( 4,334 ) ( 37,715 ) ( 21,258 )
8 unchanged sentences
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.