What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-05 compared with 2024-05-01 · 172 added, 72 removed, 579 unchanged (30% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three months ended March 31, 2024 with the three months ended March 31, 2023.

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and six months ended June 30, 2024 with the three and six months ended June 30, 2023.

The results of operations discussion is combined for Tanger Inc.

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legislative or regulatory actions that could adversely affect our shareholders, our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends;

the risk of a cyber-attack or an act of cyber-terrorism on our systems;

the risk of a cyber-attack or an act of cyber-terrorism or the impact of outages on our technology systems or technology systems generally;

the uncertainties of costs to comply with regulatory changes (including potential costs to comply with proposed rules of the SEC to standardize climate-related disclosures);

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General Overview

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.

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

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.

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

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

The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that significantly impacted our results of operations and liquidity from January 1, 2023 to March 31, 2024 (square feet in thousands):

Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers

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Other 2 — — — — —

As of March 31, 2024

As of June 30, 2024

12,692 32 2,113 6 758 2

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of March 31, 2024.

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of June 30, 2024.

Except as noted, all properties are owned in fee simple.

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Unconsolidated joint venture properties Legal Square %

Location Ownership % Feet (4)

Charlotte, North Carolina (1)

Property Name

Ownership % Feet (4)

Charlotte Premium Outlets

Charlotte, NC

50 398,656 97.7

Ottawa, Ontario 50 357,213 96

Columbus, Ohio (1)

Tanger Outlets Ottawa

50 357,213 95.6

Texas City, Texas (Galveston/Houston) (1)

Tanger Outlets Columbus (1)

50 355,245 99.6

National Harbor, Maryland (1)

Tanger Outlets Houston (1)

Texas City, TX

50 352,705 95.3

Cookstown, Ontario 50 307,883 94

Total 2,112,570 97

Tanger Outlets National Harbor (1)

National Harbor, MD

50 341,156 99.4

Tanger Outlets Cookstown

Cookstown, ON

50 307,883 91.3

2,112,858 96.6

(1) Property encumbered by a mortgage.

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Managed Properties

Palm Beach, Florida 758,156

Tanger Palm Beach (1) Palm Beach, FL

(1) Includes Tanger Palm Beach and TangerPlace Palm Beach.

Leasing Activity

The following table provides information for our consolidated centers related to leases for new stores that opened or renewals that were executed during the respective trailing twelve-month periods ended March 31, 2024 and 2023:

Comparable Space for Executed Leases (1) (2)

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RESULTS OF OPERATIONS

Comparison of the three months ended March 31, 2024 to the three months ended March 31, 2023

Net income decreased $1.6 million in the 2024 period to $23.3 million as compared to net income of $24.9 million for the 2023 period.

Comparison of the three months ended June 30, 2024 to the three months ended June 30, 2023

Net income increased approximately $615,000 in the 2024 period to $25.9 million as compared to net income of $25.3 million for the 2023 period.

Significant items impacting the comparability of the two periods include the following:

• higher depreciation and amortization from the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2024

• higher general and administrative expenses primarily due to executive departure adjustments, and

• higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2023

• higher operating expenses, depreciation and amortization from the new centers

• higher interest expense from newly effective variable interest rate swaps in 2024

• lower investment income during 2024 due to much lower cash balances compared to the 2023 period as the cash was used to acquire centers in Huntsville, AL and Asheville, NC and to complete the development of our center in Nashville, TN

In the tables below, information set forth for new developments and acquired properties includes our center in Nashville, TN that opened in October of 2023 and our centers in Asheville, NC and Huntsville, AL that were acquired in November of 2023.

RENTAL REVENUES

Rental revenues increased approximately $17.7 million in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of rental revenues (in thousands):

2024 2023 Increase/(Decrease)

Rental revenues from existing properties $ 110,710 $ 104,837 $ 5,873

Revenues from new developments and acquired properties 10,864 — 10,864

Rental revenues from properties disposed 8 133 (125)

Straight-line rent adjustments 499 (321) 820

Lease termination fees 278 1 277

Amortization of above and below market rent adjustments, net (40) (62) 22

$ 122,319 $ 104,588 $ 17,731

Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix.

These increases were partially offset by lower percentage rents due to the evolution of our lease structures.

MANAGEMENT, LEASING AND OTHER SERVICES

Management, leasing and other services increased approximately $210,000 in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of management, leasing and other services (in thousands):

2024 2023 Increase/(Decrease)

Management and marketing $ 858 $ 793 $ 65

Leasing and other fees 285 220 65

Expense reimbursements from unconsolidated joint ventures 1,189 1,109 80

$ 2,332 $ 2,122 $ 210

Management and leasing fee income increased in the 2024 period due to our addition of property management responsibilities for centers in Palm Beach, Florida.

OTHER REVENUES

Other revenues increased approximately $374,000 in the 2024 period as compared to the 2023 period.

The following table sets forth the changes in various components of other revenues (in thousands):

2024 2023 Increase/(Decrease)

Other revenues from existing properties $ 3,805 $ 3,931 $ (126)

Other revenues from new developments and acquired properties 500 — 500

$ 4,305 $ 3,931 $ 374

PROPERTY OPERATING EXPENSES

Property operating expenses increased approximately $3.8 million in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of property operating expenses (in thousands):

2024 2023 Increase/(Decrease)

Property operating expenses from existing properties $ 32,247 $ 32,429 $ (182)

Property operating expenses from new developments and acquired properties

3,346 — 3,346

Expenses related to unconsolidated joint ventures 1,189 1,109 80

Other property operating expenses 767 174 593

$ 37,549 $ 33,712 $ 3,837

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased approximately $509,000 from $18.3 million to $18.8 million in the 2024 period compared to the 2023 period.

The increase is due primarily to higher information technology costs and other professional fees.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization costs increased approximately $8.8 million in the 2024 period compared to the 2023 period.

2024 2023 Increase/(Decrease)

Depreciation and amortization from existing properties $ 25,729 $ 25,389 $ 340

Depreciation and amortization from new developments and acquired properties 8,445 — 8,445

$ 34,174 $ 25,389 $ 8,785

INTEREST EXPENSE

Interest expense increased $3.7 million to $15.7 million from $12.0 million in the 2024 period compared to the 2023 period primarily due to the $325.0 million of Daily SOFR interest rate swaps that we entered into throughout 2023 that became effective on February 1, 2024 at average fixed pay rate of 3.90%.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024, which had an average fixed pay rate of 0.40%.

In addition, we had outstanding balances averaging approximately $45.3 million on our lines of credit during the 2024 period.

No amounts were outstanding on our lines of credit during the 2023 period.

Finally, our Nashville, TN property opened during the fourth quarter of 2023 and therefore we did not capitalize interest costs related to it in the 2024 period as we did during the 2023 period.

OTHER INCOME (EXPENSE)

Other income (expense) decreased approximately $2.1 million to $220,000 from $2.3 million in the 2024 period compared to the 2023 period.

The 2023 period had higher investment income due to higher cash balances than were available in the 2024 period.

The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers.

In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

Equity in earnings of unconsolidated joint ventures increased approximately $1.3 million to $3.0 million from $1.7 million in the 2024 period compared to the 2023 period.

The increase is primarily related to improved leasing execution period over period at two of our joint venture centers.

Comparison of the six months ended June 30, 2024 to the six months ended June 30, 2023

Net income decreased approximately $939,000 in the 2024 period to $49.2 million as compared to net income of $50.2 million for the 2023 period.

Significant items impacting the comparability of the two periods include the following:

• higher rental revenues from a strengthened tenant mix and higher new and renewal rates and the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2023

• higher general and administrative expenses primarily due to executive departure adjustments

• higher operating expenses and depreciation and amortization from the new centers

• higher interest expense from newly effective variable interest rate swaps in 2024

• lower investment income during 2024 due to much lower cash balances compared to the 2023 period

These amounts were partially offset by the incremental net operating income from the fourth quarter opening and acquisitions in 2023.

In the tables below, information set forth for new developments and acquired properties includes our center in Nashville, TN that o pened in October of 2023 and our centers in Asheville, NC and Huntsville, AL that were acquired in November of 2023.

RENTAL REVENUES

Rental revenues increased $14.2 million in the 2024 period compared to the 2023 period.

Rental revenues increased approximately $32.0 million in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of rental revenues (in thousands):

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$ 240,128 $ 208,170 $ 31,958

Rental revenues at existing properties were positively impacted by higher average occupancy betwee n the periods and higher rents on new and existing tenants during 2024.

These increases were partially offset by lower variable revenues, which are derived from tenant sales.

Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix.

These increases were partially offset by lower percentage revenues due to the evolution of our lease structures.

MANAGEMENT, LEASING AND OTHER SERVICES

Management, leasing and other services increased $365,000 in the 2024 period compared to the 2023 period.

Management, leasing and other services increased approximately $574,000 in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of management, leasing and other services (in thousands):

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OTHER REVENUES

Other revenues decreased $163,000 in the 2024 period as compared to the 2023 period.

Other revenues increased approximately $211,000 in the 2024 period as compared to the 2023 period.

The following table sets forth the changes in various components of other revenues (in thousands):

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$ 7,589 $ 7,378 $ 211

Other revenues from existing properties decreased in the 2024 period due to the timing of certain marketing events.

Other revenues from existing properties decreased in the 2024 period due to the timing of certain marketing revenue related events.

PROPERTY OPERATING EXPENSES

Property operating expenses increased $2.3 million in the 2024 period compared to the 2023 period.

Property operating expenses increased approximately $6.2 million in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of property operating expenses (in thousands):

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GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased $2.1 million in the 2024 period compared to the 2023 period.

General and administrative expenses increased approximately $2.6 million in the 2024 period compared to the 2023 period.

We recorded executive separation amounts totaling $1.6 million and ($806,000) in the 2024 period and the 2023 period, respectively.

Exclusive of those adjustments, general and administrative expenses decreased due to reductions in professional fees related to consulting and legal fees.

Exclusive of those adjustments, general and administrative expenses increased approximately $206,000 due primarily to higher information technology costs and other professional fees.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization costs increased $8.0 million in the 2024 period compared to the 2023 period.

Depreciation and amortization costs increased approximately $16.8 million from $51.3 million to $68.0 million in the 2024 period compared to the 2023 period.

2024 2023 Increase/(Decrease)

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INTEREST EXPENSE

Interest expense increased $2.0 million in the 2024 period compared to the 2023 period primarily due to the $325.0 million of Daily SOFR interest rate swaps which we entered into throughout 2023 becoming effective on February 1, 2024 at average fixed pay rate of 3.90%.

Interest expense increased $5.7 million to $30.0 million from $24.3 million in the 2024 period compared to the 2023 period primarily due to the $325.0 million of Daily SOFR interest rate swaps that we entered into throughout 2023 that became effective on February 1, 2024 at average fixed pay rate of 3.90%.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 which had an average fixed pay rate of 0.40%.

In addition, we had outstanding balances on our lines of credit in the 2024 period and none in the 2023 period.

In addition, we had outstanding balances averaging approximately $37.8 million on our lines of credit during the 2024 period.

No amounts were outstanding on our lines of credit during the 2023 period.

Finally, our Nashville, TN property opened during the fourth quarter of 2023 and therefore we did not capitalize interest costs related to it in the 2024 period as we did during the 2023 period.

OTHER INCOME (EXPENSE)

Other income (expense) decreased approximately $2.2 million in the 2024 period.

Other income (expense) decreased approximately $4.3 million to $807,000 from $5.1 million in the 2024 period compared to the 2023 period.

The 2023 period had higher investment income due to higher cash balances than were available in the 2024 period.

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EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

Equity in earnings of unconsolidated joint ventures increased approximately $581,000 in the 2024 period compared to the 2023 period.

The increase is primarily related to improved performance year over year at one of our joint ventures.

Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million to $5.5 million from $3.6 million in the 2024 period compared to the 2023 period.

The increase is primarily related to improved leasing execution period over period at two of our joint venture centers.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

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Risks are detailed in “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023.

We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code of 1986, or the Code.

We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code.

For the Company to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its taxable income.

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

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

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

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

In May 2023, the Board authorized the repurchase of up to $100.0 million of the Company’s outstanding shares through May 31, 2025.

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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 shares for the three months ended March 31, 2024 or 2023.

The remaining amount of common shares authorized to be repurchased under the program as of March 31, 2024 was approximately $100 million.

The Company did not repurchase any shares for the six months ended June 30, 2024 or 2023.

The remaining amount of common shares authorized to be repurchased under the program as of June 30, 2024 was approximately $100 million.

In January 2024, the Board declared a $0.26 cash dividend per common share payable on February 15, 2024 to each shareholder of record on January 31, 2023, 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 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.

LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP

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Capital Expenditures

The following table details our capital expenditures for consolidated centers for the three months ended March 31, 2024 and 2023 (in thousands):

Three months ended March 31,

The following table details our capital expenditures for consolidated centers for the six months ended June 30, 2024 and 2023 (in thousands):

Six months ended June 30,

2024 2023 Change

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We intend to continue to grow our portfolio by developing, expanding or acquiring additional outlet and retail real estate assets.

Future real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or through management agreements.

Future real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or managed through management agreements.

However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or funds from operations ("FFO").

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From time to time, we form joint venture arrangements to develop centers.

As of March 31, 2024 we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

As of June 30, 2024 we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

See Note 3 to the consolidated financial statements for details of our individual joint ventures, including, but not limited to, carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.

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Contractual Obligations

There were no material changes in our contractual commitments during the three months ended March 31, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of March 31, 2024.

There were no material changes in our contractual commitments during the six months ended June 30, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of June 30, 2024.

Future Debt Obligations

As described further in Note 5 of the notes to the consolidated financial statements, as of March 31, 2024, scheduled maturities of our existing long-term debt for the remainder 2024 and for 2025, 2026, 2027 and 2028 are $3.9 million, $47.5 million, $407.4 million, $625.0 million and $0.0 million, respectively.

As of March 31, 2024, scheduled maturities after 2028 aggregate to $400.0 million.

As described further in Note 5 of the notes to the consolidated financial statements, as of June 30, 2024, scheduled maturities of our existing long-term debt for the remainder 2024 and for 2025, 2026, 2027 and 2028 are $2.6 million, $1.5 million, $407.4 million, $625.0 million and $35.0 million, respectively.

As of June 30, 2024, scheduled maturities after 2028 aggregate to $400.0 million.

Future Interest Payments

We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements.

Based on applicable interest rates and scheduled debt maturities as of March 31, 2024, these interest obligations total approximately $56.9 million over the next twelve months.

The following table sets forth our changes in cash flows from March 31, 2024 and 2023 (in thousands):

Three months ended March 31,

Based on applicable interest rates and scheduled debt maturities as of June 30, 2024, these interest obligations total approximately $58.0 million over the next twelve months.

The following table sets forth our changes in cash flows from June 30, 2024 and 2023 (in thousands):

Six months ended June 30,

2024 2023 Change

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Operating Activities

In the first quarter of 2024, our net cash provided by operating activities increased period over period primarily due to our new dev elopment and acquired properties including our center in Nashville, TN that o pened in October of 2023 and our centers in Asheville, NC and Huntsville, AL that were acquired in November of 2023.

Net cash provided by operating activities increased period over period primarily due to our new development in Nashville, TN that opened in October of 2023 and our acquired properties in Asheville, NC and Huntsville, AL that were acquired in November of 2023.

Investing Activities

The increase in net cash used in investing activities was primarily due to lower cash balances and related short-term investing activities.

The increase in net cash used in investing activities was primarily due to lower cash balances and related short-term investing activities, partially offset by lower additions to rental property as the 2023 period included additions related to our Nashville, TN center that opened in October 2023.

Financing Activities

Net cash used in financing activities decreased during the first quarter of 2024 primarily due to borrowings on our revolving credit facility, partially offset by higher dividends paid.

Net cash used in financing activities decreased period over period primarily due to borrowings under our revolving credit facility.

This was partially offset by an increase in cash dividends paid, higher amount of net share settlements related to the vesting of equity awards and finance origination costs related to the amendment and extension of our unsecured lines of credit.

Financing Arrangements

As of March 31, 2024, unsecured borrowings represented 96% of our outstanding debt and 93% of the gross book value of our real estate portfolio was unencumbered.

As of June 30, 2024, unsecured borrowings represented 96% of our outstanding debt and 93% of the gross book value of our real estate portfolio was unencumbered.

The Company guarantees the Operating Partnership’s obligations under our unsecured lines of credit and our term loan.

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.

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.

As of June 30, 2024, our balance on the line of credit was $35.0 million.

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $520.0 million to $620.0 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.

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Equity Offerings under the ATM Offering Program

We did not sell any common shares during the first quarter of 2024 and as of March 31, 2024, we have a remaining authorization of $220.1 million of common shares under the ATM Offering program.

We did not sell any common shares during the first six months of 2024 and as of June 30, 2024, we have a remaining authorization of $220.1 million of common shares under the ATM Offering program.

Our ATM Offering program also provides that we may sell common shares through forward sale contracts.

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The Operating Partnership’s debt agreements 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% on a cumulative basis.

We have historically been, and at March 31, 2024 are, in compliance with all of our debt covenants.

We have historically been, and at June 30, 2024 are, in compliance with all of our debt covenants.

Our continued compliance with these covenants depends on many factors and could be impacted by current or future economic conditions.

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We believe that we have access to the necessary financing to fund our short-term liquidity needs.

As of March 31, 2024, we were in compliance with all financial and non-financial covenants related to our debt obligations.

As of June 30, 2024, we were in compliance with all financial and non-financial covenants related to our debt obligations.

Senior unsecured notes financial covenants Required Actual

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Debt of unconsolidated joint ventures

The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of March 31, 2024 (dollars in millions):

The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of June 30, 2024 (dollars in millions):

Joint Venture Ownership %

Venture Debt Maturity Date Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company

Venture Debt Maturity Date Maturity Date with Option Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company

Charlotte 50% $ 98.6 July 2028 4.27% — % $ —

Columbus 50% 71.0 October 2032 6.25% — % —

Galveston/Houston 50% 58.0 June 2026 SOFR + 3.00% 17.2 % 10.0

Galveston/Houston 50% 58.0 June 2026 June 2028 SOFR + 3.00% 17.2 % 10.0

National Harbor 50% 92.9 January 2030 4.63 % — % —

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Our Annual Report on Form 10-K for the year ended December 31, 2023 contains a discussion of our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section.

There have been no material changes to these estimates during the three months ended March 31, 2024.

There have been no material changes to these estimates during the six months ended June 30, 2024.

Recent Accounting Pronouncements

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FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates.

We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs.

We believe that FFO payout ratio, which represents regular distributions to common shareholders and unitholders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs.

Nareit has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.

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Below is a reconciliation of net income to FFO and Core FFO available to common shareholders (in thousands, except per share amounts):

Three months ended

Three months ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

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

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Executive departure-related adjustments (2)

— — 1,554 (806)

Impact of above adjustment to the allocation of earnings to participating securities — — (10) 6

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Three months ended

Six Months Ended

June 30, June 30,

2024 2023 2024 2023

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

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Other non-property income

(405) (973) (801) (1,021)

Corporate general and administrative expenses 18,836 18,298 38,325 35,724

Non-cash adjustments (1)

(366) 481 242 1,301

Lease termination fees (278) (1) (540) (7)

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Non-same center NOI - Consolidated

(8,020) (106) (15,276) 40

Same Center NOI - Consolidated (2)

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Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands):

Three months ended

Three months ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

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

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Executive departure-related adjustments (1)

— — 1,554 (806)

Adjusted EBITDA $ 75,620 $ 60,375 $ 148,156 $ 119,901

Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands):

Three months ended

Three months ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

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

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Executive departure-related adjustments (1)

— — 1,554 (806)

Adjusted EBITDAre $ 79,864 $ 65,185 $ 157,109 $ 129,512

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During 2024, approximately 2.6 million square feet, or 19% of the total portfolio, including our share of unconsolidated joint ventures, will come up for renewal.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of April 30, 2024, we had lease renewals executed or in process for 46.6% of the space scheduled to expire during 2024 compared to 58.0% of the space scheduled to expire during 2023 that was executed or in process as of March 31, 2023.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of June 30, 2024, we had lease renewals executed or in process for 65.5% of the space scheduled to expire during 2024 compared to 64.4% of the space scheduled to expire during 2023 that was executed or in process as of June 30, 2023.

The majority of our leases contain provisions designed to mitigate the impact of inflation.

3 unchanged sentences

By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks.

As of March 31, 2024 no one tenant (including affiliates) accounted for more than 8% of our aggregate square feet or 6% of our aggregate rental revenues.

As of June 30, 2024 no one tenant (including affiliates) accounted for more than 8% of our aggregate square feet or 6% of our aggregate rental revenues.

We believe retail real estate will continue to be a profitable and fundamental distribution channel for many brands and retailers.

While we continue to attract and retain additional tenants, if we were unable to successfully renew or re-lease a significant amount of this space on favorable economic terms or in a timely manner, the loss in rent and our Same Center NOI could be negatively impacted in future periods.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 96.6% and 96.5% as of March 31, 2024 and 2023, respectively.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 97.1% and 97.2% as of June 30, 2024 and 2023, respectively.

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 2. Management’s Discussion and Analysis