What changed in this filing

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Item 1. Financial Statements

2024-08-05 compared with 2024-05-01 · 160 added, 87 removed, 549 unchanged (31% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Rental property:

24 unchanged sentences

Partners’ Equity:

General partner, 1,150,000 units outstanding at March 31, 2024 and 1,150,000 units at December 31, 2023, respectively

Limited partners, 4,707,958 and 4,707,958 Class A common units, and 108,216,452 and 107,643,251 Class B common units outstanding at March 31, 2024 and December 31, 2023, respectively

General partner, 1,150,000 units outstanding at June 30, 2024 and 1,150,000 units outstanding at December 31, 2023, respectively

Limited partners, 4,707,958 and 4,707,958 Class A common units, and 108,203,536 and 107,643,251 Class B common units outstanding at June 30, 2024 and December 31, 2023, respectively

593,742 610,330

8 unchanged sentences

(In thousands, except per unit data, unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2024 2023 2024 2023

Rental revenues $ 122,319 $ 104,588 $ 240,128 $ 208,170

25 unchanged sentences

(In thousands, unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2024 2023 2024 2023

Net income $ 25,915 $ 25,300 $ 49,221 $ 50,160

11 unchanged sentences

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, March 31, 2023 $ 4,520 $ 516,800 $ ( 15,014 ) $ 506,306 $ — $ 506,306

Net income 253 25,047 — 25,300 — 25,300

Other comprehensive income — — 854 854 — 854

Compensation under Incentive Award Plan — 3,452 — 3,452 — 3,452

Issuance of 4,600 common units upon exercise of options

— 28 — 28 — 28

Forfeiture of 73,440 common units

Withholding of 61,632 common units for employee income taxes

— ( 1,194 ) — ( 1,194 ) — ( 1,194 )

Common distributions ($ 0.245 per unit)

( 270 ) ( 26,733 ) — ( 27,003 ) — ( 27,003 )

Balance, June 30, 2023 $ 4,503 $ 517,400 $ ( 14,160 ) $ 507,743 $ — $ 507,743

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, December 31, 2022 $ 4,516 $ 521,168 $ ( 11,750 ) $ 513,934 $ — $ 513,934

9 unchanged sentences

( 512 ) ( 52,156 ) — ( 52,668 ) ( 248 ) ( 52,916 )

Balance, June 30, 2023 $ 4,503 $ 517,400 $ ( 14,160 ) $ 507,743 $ — $ 507,743

General partner Limited partners Accumulated other comprehensive income Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, March 31, 2024 $ 5,713 $ 596,468 $ ( 22,458 ) $ 579,723 $ — $ 579,723

Net income 259 25,656 — 25,915 — 25,915

Other comprehensive income — — 640 640 — 640

Compensation under Incentive Award Plan — 2,687 — 2,687 — 2,687

Issuance of 900 common units upon exercise of options

— 95 — 95 — 95

Forfeiture of 13,816 restricted common share awards

Common distributions ($ 0.275 per unit)

( 316 ) ( 31,164 ) — ( 31,480 ) ( 31,480 )

Balance, June 30, 2024 $ 5,656 $ 593,742 $ ( 21,818 ) $ 577,580 $ — $ 577,580

General partner Limited partners Accumulated other comprehensive income Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

12 unchanged sentences

( 615 ) ( 61,661 ) — ( 62,276 ) ( 62,276 )

Balance, March 31, 2024 $ 5,713 $ 596,468 $ ( 22,458 ) $ 579,723 $ — $ 579,723

Balance, June 30, 2024 $ 5,656 $ 593,742 $ ( 21,818 ) $ 577,580 $ — $ 577,580

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands, unaudited)

Three months ended March 31,

Six months ended June 30,

OPERATING ACTIVITIES

15 unchanged sentences

Additions to rental property ( 49,091 ) ( 71,830 )

Additions to investments in unconsolidated joint ventures — ( 2,633 )

Proceeds from short-term investments 6,981 37,080

18 unchanged sentences

Effect of foreign currency on cash and cash equivalents 216 ( 356 )

Net decrease in cash and cash equivalents

( 4,814 ) ( 9,382 )

Net increase (decrease) in cash and cash equivalents ( 3,562 ) 831

Cash and cash equivalents, beginning of period 12,572 212,011

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air centers in the United States and Canada.

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 outlet and open-air shopping centers.

As of March 31, 2024, we owned and operated 31 consolidated outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet, which were 97 % occupied and contained over 2,400 stores representing approximately 660 store brands.

and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air retail centers in the United States and Canada.

We are a fully-integrated, self-administered and self-managed real estate investment trust, 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 outlet and open-air shopping centers.

As of June 30, 2024, we owned and operated 31 consolidated outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet, which were 97 % occupied and contained over 2,500 stores representing approximately 660 store brands.

We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada.

13 unchanged sentences

Tanger LP Trust holds a limited partnership interest.

As of March 31, 2024, the Company and its wholly-owned subsidiaries owned 109,366,452 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,707,958 Class A common limited partnership units.

As of June 30, 2024, the Company and its wholly-owned subsidiaries owned 109,353,536 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,707,958 Class A common limited partnership units.

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 REIT status.

30 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.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 48.4 million as of March 31, 2024.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 48.9 million and $ 48.9 million as of June 30, 2024 and December 31, 2023, respectively.

Impairment of Long-Lived Assets

4 unchanged sentences

If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.

Our Atlantic City center has an estimated fair value less than its recorded carrying value of approximately $ 109.9 million.

However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.

Accordingly, we will continue to monitor 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.

Due to the financial impacts from the COVID-19 pandemic, we began performing the above described procedures on our Atlantic City, New Jersey center in 2020.

While the center’s performance has improved since that time, we have continued to perform those procedures and concluded each quarter that the carrying amount of the asset was recoverable.

We evaluate different holding period scenarios and apply probabilities to those scenarios to determine an average holding period of 9.75 years.

Management has the intent, and we have the ability, to hold the property for at least this period, and we believe this period is reasonable based on the center’s performance and our history of being a long-term owner and operator of our centers.

We believe the carrying value is recoverable because in our models the sum of the estimated future undiscounted cash flows, $ 54.8 million, and the estimated potential disposition proceeds of the sale of the center, $ 76.6 million (in aggregate totaling $ 131.4 million) exceeds the carrying value of $ 108.6 million by $ 22.8 million.

The recorded carrying amount includes intangible lease costs from our 2011 acquisition of the center.

We will continue to monitor 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.

As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

If in the future we reduce our estimate of cash flow projections, we may need to record an asset impairment.

We have not materially changed the assumptions used in the analysis during the first quarter of 2024.

We have not materially changed the assumptions used in the analysis during the first six months of 2024.

However, we can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.

2 unchanged sentences

We have an ownership interest in the following unconsolidated real estate joint ventures:

As of March 31, 2024

As of June 30, 2024

Joint Venture Center Location Ownership % Square Feet

27 unchanged sentences

50.0 % 1,448 $ ( 50.9 ) $ 320.0

(1) Net of debt origination costs of $ 2.0 million as of March 31, 2024 and $ 2.1 million as of December 31, 2023.

(1) Net of debt origination costs of $ 1.9 million as of June 30, 2024 and $ 2.1 million as of December 31, 2023.

(2) 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.

1 unchanged sentence

Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2024 2023 2024 2023

Management and marketing $ 571 $ 565 $ 1,128 $ 1,109

4 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 .

The differences in basis (totaling $ 2.7 million and $ 2.8 million as of March 31, 2024 and December 31, 2023, respectively) are amortized over the various useful lives of the related assets.

The differences in basis (totaling $ 2.7 million and $ 2.8 million as of June 30, 2024 and December 31, 2023, respectively) are amortized over the various useful lives of the related assets.

Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Land $ 81,008 $ 82,962

14 unchanged sentences

Total liabilities and owners’ equity $ 364,745 $ 374,579

Three months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures March 31,

Three months ended Six months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures June 30, June 30,

2024 2023 2024 2023

Revenues $ 23,206 $ 21,804 $ 45,702 $ 43,933

13 unchanged sentences

All of the Company’s debt is held by the Operating Partnership and its consolidated subsidiaries.

The Company guar antees the Op erating Partnership’s obligations with respect to its unsecured lines of credit, which have a total borrowing capacity of $ 520.0 million as of March 31, 2024.

The Company guar antees the Op erating Partnership’s obligations with respect to its unsecured lines of credit, which have a total borrowing capacity of $ 620.0 million as of June 30, 2024.

The Company also guarantees the Operating Partnership’s unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Unsecured lines of credit $ 35,000 $ 13,000

2 unchanged sentences

The debt of the Operating Partnership consisted of the following (in thousands):

March 31, 2024 December 31, 2023

Stated Interest Rate(s) Maturity Date Principal Book Value (1)

June 30, 2024 December 31, 2023

Stated Interest Rate(s) Maturity Date Maturity Date With Extension Option Principal Book Value (1)

Principal Book Value (1)

3 unchanged sentences

Senior notes 2.750 % September 2031 400,000 393,268 400,000 392,827

Unsecured term loan Adj SOFR + 0.95% January 2027 325,000 322,537 325,000 322,322

Unsecured term loan (4)

Adj SOFR + 0.94 % January 2027 January 2028 325,000 322,752 325,000 322,322

Mortgages payable:

1 unchanged sentence

6.44 % - 7.65 % December 2024- December 2026 9,817 10,010 12,336 12,613

Southaven Adj SOFR + 2.00 % October 2026 51,700 51,452 51,700 51,428

Unsecured lines of credit (4)

Adj SOFR + 1.00 % July 2025 46,000 46,000 13,000 13,000

Southaven Adj SOFR + 2.00 % October 2026 October 2027 51,700 51,477 51,700 51,428

Unsecured lines of credit Adj SOFR + 0.85 % April 2028 April 2029 35,000 35,000 13,000 13,000

$ 1,471,517 $ 1,460,011 $ 1,452,036 $ 1,439,203

(1) Includes premiums, discounts and unamortized debt origination costs.

These costs were $ 12.2 million and $ 12.8 million as of March 31, 2024 and December 31, 2023, respectively.

This excludes $ 1.8 million and $ 2.1 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended March 31, 2024 and December 31, 2023, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

These costs were $ 11.5 million and $ 12.8 million as of June 30, 2024 and December 31, 2023, respectively.

This excludes $ 8.3 million and $ 2.1 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended June 30, 2024 and December 31, 2023, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

(2) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %.

(3) Principal and interest due monthly with remaining principal due at maturity.

(4) See Note 18 to the consolidated financial statements for further details of our unsecured lines of credit.

Certain of our properties, which had a net book value of approximately $ 139.2 million at March 31, 2024, serve as collateral for mortgages payable.

As of March 31, 2024, we maintained unsecured lines of credit that provided for borrowings of up to $ 520.0 million.

The unsecured lines of credit as of March 31, 2024 included a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

(4) As of June 12, 2024, the interest rate spread improved by 1 basis point as the Company exceeded the sustainability metric threshold.

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $ 520 million to $ 620 million, with an accordion feature to increase total borrowing capacity to $ 1.2 billion, extended the maturity date from July 14, 2025 to April 12, 2028 (which may be extended by one additional year by exercising extension options), and reduced the applicable pricing margin from Adjusted SOFR plus 100 basis points to Adjusted SOFR plus 85 basis points based on the Company's current credit rating.

Certain of our properties, which had a net book value of approximately $ 241.2 million at June 30, 2024, serve as collateral for mortgages payable.

As of June 30, 2024, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million.

The unsecured lines of credit as of June 30, 2024 included a $ 20.0 million liquidity line and a $ 600.0 million syndicated line.

The syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

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 March 31, 2024, we believe we were in compliance with all of our debt covenants.

As of June 30, 2024, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities and principal amortization of the existing long-term debt as of March 31, 2024 for the next five years and thereafter are as follows (in thousands):

Maturities and principal amortization of the existing long-term debt as of June 30, 2024 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

10 unchanged sentences

The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets (notional amounts and fair values in thousands):

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate March 31, 2024 December 31, 2023

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate June 30, 2024 December 31, 2023

Assets (Liabilities) (1) :

13 unchanged sentences

The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2024 2023 2024 2023

Interest Rate Swaps (Effective Portion):

11 unchanged sentences

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs

Fair value as of March 31, 2024:

Fair value as of June 30, 2024:

Interest rate swaps (prepaids and other assets) $ 3,570 — $ 3,570 $ —

12 unchanged sentences

The estimated fair value within the fair value hierarchy and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands):

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ —

6 unchanged sentences

Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation.

Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all Secured Overnight Financing Rate (“(“SOFR”) based instruments.

Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all SOFR based instruments.

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.

3 unchanged sentences

Dividend Declaration

In January 2024, the Company's Board of Directors (the “Board”) declared a $ 0.26 cash dividend per common share payable on February 15, 2024 to each shareholder of record on January 31, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.26 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In April 2024, the Company's Board of Directors (the “Board”) declared a $ 0.275 cash dividend per common share payable on May 15, 2024 to each shareholder of record on April 30, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

At-the-Market Offering

3 unchanged sentences

We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Offering program for working capital and general corporate purposes.

As of March 31, 2024, we had approximately $ 220.1 million of common shares remaining available for sale under the ATM Offering program.

There were no sales of our common shares during the first quarters of 2024 or 2023.

As of June 30, 2024, we had approximately $ 220.1 million of common shares remaining available for sale under the ATM Offering program.

There were no sales of our common shares during the first two quarters of 2024 or 2023.

Share Repurchase Program

3 unchanged sentences

The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its common shares under this authorization.

The Company did not repurchase any common shares in both the three months ended March 31, 2024 and March 31, 2023.

The remaining amount of common shares authorized to be repurchased under the program as of March 31, 2024 was approximately $ 100.0 million.

The Company did not repurchase any common shares in both the three and six months ended June 30, 2024 and June 30, 2023.

The remaining amount of common shares authorized to be repurchased under the program as of June 30, 2024 was approximately $ 100.0 million.

Partners’ Equity of the Operating Partnership

2 unchanged sentences

Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding amount of Class B common limited partnership units held by Tanger LP Trust.

The following table sets forth the changes in outstanding partnership units for three months ended March 31, 2024 and March 31, 2023:

The following table sets forth the changes in outstanding partnership units for the three and six months ended June 30, 2024 and June 30, 2023:

Limited Partnership Units

General Partnership Units Class A Class B Total

Balance March 31, 2023 1,100,000 4,737,982 104,216,253 108,954,235

Options exercised — — 4,600 4,600

Forfeitures of restricted common share awards by the Company — — ( 73,440 ) ( 73,440 )

Units withheld for employee income taxes — — ( 61,632 ) ( 61,632 )

Balance June 30, 2023 1,100,000 4,737,982 104,085,781 108,823,763

Balance December 31, 2022 1,100,000 4,737,982 103,397,920 108,135,902

2 unchanged sentences

Units withheld for employee income taxes — — ( 362,271 ) ( 362,271 )

Balance June 30, 2023 1,100,000 4,737,982 104,085,781 108,823,763

Balance March 31, 2024 1,150,000 4,707,958 108,216,452 112,924,410

Options exercised — — 900 900

Forfeitures of restricted common share awards by the Company — — ( 13,816 ) ( 13,816 )

Units withheld for employee income taxes — — — —

Balance June 30, 2024 1,150,000 4,707,958 108,203,536 112,911,494

Balance December 31, 2023 1,150,000 4,707,958 107,643,251 112,351,209

3 unchanged sentences

Units withheld for employee income taxes — — ( 375,899 ) ( 375,899 )

Balance March 31, 2024 1,150,000 4,707,958 108,216,452 112,924,410

Balance June 30, 2024 1,150,000 4,707,958 108,203,536 112,911,494

Earnings Per Share of the Company

The following table sets forth a reconciliation of the numerators and denominators in computing the Company’s earnings per share (in thousands, except per share amounts):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2024 2023 2024 2023

Net income attributable to Tanger Inc.

13 unchanged sentences

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.

For the three months ended March 31, 2024, approximately 122,375 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

For the three months ended March 31, 2023, no notional units were excluded from the computation.

For the three and six months ended June 30, 2024, approximately 122,375 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

For the three and six months ended June 30, 2023, no notional units were excluded from the computation.

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.

For the three months ended March 31, 2024, no options were excluded from the computation and for the three months ended March 2023, approximately 503,300 options were excluded from the computation as they were anti-dilutive.

For the three and six months ended June 30, 2024, no options were excluded from the computation and for the three and six months ended June 30, 2023, approximately 499,700 options were excluded from the computation 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.

4 unchanged sentences

The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2024 2023 2024 2023

Net income attributable to partners of the Operating Partnership $ 25,915 $ 25,300 $ 49,301 $ 49,912

11 unchanged sentences

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.

For the three months ended March 31, 2024.

approximately 122,375 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

For the three months ended March 31, 2023, no notional units were excluded from the computation.

For the three and six months ended June 30, 2023, no notional units were excluded from the computation.

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.

For the three months ended March 31, 2024, no options were excluded from the computation and for the three months ended March 31, 2023, approximately 503,300 options were excluded from the computation, as they were anti-dilutive.

Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents.

8 unchanged sentences

We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2024 2023 2024 2023

Restricted common shares $ 1,583 $ 1,982 $ 3,941 $ 3,736

3 unchanged sentences

Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2024 2023 2024 2023

Equity-based compensation expense capitalized $ 79 $ 71 $ 153 $ 123

5 unchanged sentences

For certain shares that vest during the period, we withhold shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities.

The total number of shares withheld upon vesting were approximately 376,000 and 301,000 for the three months ended March 31, 2024 and 2023, respectively.

The total number of shares withheld upon vesting were approximately 376,000 and 363,000 for the six months ended June 30, 2024 and 2023, respectively.

The total number of shares withheld was 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.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 10.5 million and $ 5.6 million for the three months ended March 31, 2024 and 2023, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 10.5 million and $ 6.8 million for the six months ended June 30, 2024 and 2023, respectively.

These amounts are reflected as financing activities within the consolidated statements of cash flows.

20 unchanged sentences

(2) The peer group is based on companies included in the FTSE Nareit Retail Index.

The fair values of the 2024 PSP awards granted during the three months ended March 31, 2024 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

The fair values of the 2024 PSP awards granted during the three and six months ended June 30, 2024 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

10 unchanged sentences

Accumulated Other Comprehensive Income (Loss) of the Company

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2024 and 2023 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023 (in thousands):

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance March 31, 2024 $ ( 23,923 ) $ 2,643 $ ( 21,280 ) $ ( 1,329 ) $ 150 $ ( 1,179 )

Other comprehensive income before reclassifications ( 38 ) — ( 38 ) ( 2 ) — ( 2 )

Reclassifications out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges — 651 651 27 27

Balance June 30, 2024 $ ( 23,961 ) $ 3,294 $ ( 20,667 ) $ ( 1,331 ) $ 177 $ ( 1,154 )

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance December 31, 2023 $ ( 23,085 ) $ ( 434 ) $ ( 23,519 ) $ ( 1,293 ) $ 19 $ ( 1,274 )

Other comprehensive income before reclassifications ( 876 ) — ( 876 ) ( 38 ) — ( 38 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— 3,728 3,728 — 158 158

Balance June 30, 2024 $ ( 23,961 ) $ 3,294 $ ( 20,667 ) $ ( 1,331 ) $ 177 $ ( 1,154 )

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance March 31, 2023 $ ( 24,361 ) $ 10,202 $ ( 14,159 ) $ ( 1,344 ) $ 489 $ ( 855 )

Other comprehensive income before reclassifications 1,174 — 1,174 53 — 53

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— ( 357 ) ( 357 ) — ( 16 ) ( 16 )

Balance June 30, 2023 $ ( 23,187 ) $ 9,845 $ ( 13,342 ) $ ( 1,291 ) $ 473 $ ( 818 )

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Balance December 31, 2022 $ ( 24,516 ) $ 13,479 $ ( 11,037 ) $ ( 1,351 ) $ 638 $ ( 713 )

Other comprehensive loss before reclassifications 155 — 155 9 — 9

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges

Other comprehensive income before reclassifications 1,329 — 1,329 60 — 60

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— ( 3,634 ) ( 3,634 ) — ( 165 ) ( 165 )

Balance March 31, 2023 $ ( 24,361 ) $ 10,202 $ ( 14,159 ) $ ( 1,342 ) $ 489 $ ( 853 )

We expect within the next twelve months to reclassify into earnings as an increase to interest expense approximately $ 3.1 million of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of March 31, 2024.

Balance June 30, 2023 $ ( 23,187 ) $ 9,845 $ ( 13,342 ) $ ( 1,291 ) $ 473 $ ( 818 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 3.0 million of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of June 30, 2024.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2024 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2024 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance March 31, 2024 $ ( 25,250 ) $ 2,792 $ ( 22,458 )

Other comprehensive income (loss) before reclassifications ( 39 ) — ( 39 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 679 679

Balance June 30, 2024 $ ( 25,289 ) $ 3,471 $ ( 21,818 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance December 31, 2023 $ ( 24,376 ) $ ( 417 ) $ ( 24,793 )

Other comprehensive income before reclassifications ( 913 ) — ( 913 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) interest expense for cash flow hedges

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— 3,888 3,888

Balance June 30, 2024 $ ( 25,289 ) $ 3,471 $ ( 21,818 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance March 31, 2023 $ ( 25,705 ) $ 10,691 $ ( 15,014 )

Other comprehensive income (loss) before reclassifications 1,227 — 1,227

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 373 ) ( 373 )

Balance June 30, 2023 $ ( 24,478 ) $ 10,318 $ ( 14,160 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Other comprehensive loss before reclassifications 1,389 — 1,389

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— ( 3,799 ) ( 3,799 )

Balance March 31, 2023 $ ( 25,703 ) $ 10,691 $ ( 15,012 )

Balance June 30, 2023 $ ( 24,478 ) $ 10,318 $ ( 14,160 )

Lease Agreements

As of March 31, 2024, we were the lessor to approximately 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 that require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

As of June 30, 2024, we were the lessor to approximately 2,500 stores in our 32 consolidated centers, under operating leases with initial terms that expire from 2024 to 2039, with certain agreements containing extension options.

Also, certain of our lease agreements require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

The components of rental revenues are as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2024 2023 2024 2023

Rental revenues - fixed $ 99,174 $ 82,815 $ 195,153 $ 164,702

6 unchanged sentences

Expenditures included in accounts payable and accrued expenses were as follows (in thousands):

March 31, 2024 March 31, 2023

June 30, 2024 June 30, 2023

Costs relating to construction included in accounts payable and accrued expenses $ 15,708 $ 24,953

Interest paid, net of interest capitalized was as follows (in thousands):

Three months ended

Six months ended

Interest paid $ 26,681 $ 20,527

16 unchanged sentences

ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The ASU also makes several other changes to income tax disclosure requirements.

ASU 2023-09 also makes several other changes to income tax disclosure requirements.

The guidance is effective for fiscal years beginning after December 15, 2024.

4 unchanged sentences

Subsequent Events

Unsecured Lines of Credit Recast

Dividend Declaration

In April 2024, the Board declared a $ 0.275 cash dividend per common share payable on May 15, 2024 to each shareholder of record on April 30, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In July 2024, the Board declared a $ 0.275 cash dividend per common share payable on August 15, 2024 to each shareholder of record on July 31, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

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

What changed 10-Q

Item 1. Financial Statements