What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-05 · 129 added, 101 removed, 608 unchanged (27% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Rental property:

24 unchanged sentences

Partners’ Equity:

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

General partner, 1,150,000 units outstanding at September 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 109,058,387 and 107,643,251 Class B common units outstanding at September 30, 2024 and December 31, 2023, respectively

615,884 610,330

8 unchanged sentences

(In thousands, except per unit data, unaudited)

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

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

26 unchanged sentences

(In thousands, unaudited)

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

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

12 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

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

Net income 289 28,588 — 28,877 — 28,877

Other comprehensive income — — 854 854 — 854

Other comprehensive loss — — ( 3,610 ) ( 3,610 ) — ( 3,610 )

Compensation under Incentive Award Plan — 3,459 — 3,459 — 3,459

Issuance of 4,600 common units upon exercise of options

— 28 — 28 — 28

Forfeiture of 73,440 common units

Withholding of 5,505 common units for employee income taxes

— ( 120 ) — ( 120 ) — ( 120 )

Issuance of 5,000 general partner units and 101,615 limited partner units

122 2,349 — 2,471 — 2,471

Issuance of 44,300 common units upon exercise of options

— 610 — 610 — 610

Common distributions ($ 0.245 per unit)

( 270 ) ( 26,730 ) — ( 27,000 ) — ( 27,000 )

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

Balance, September 30, 2023 $ 4,644 $ 525,556 $ ( 17,770 ) $ 512,430 $ — $ 512,430

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

5 unchanged sentences

— 653 — 653 — 653

Grant of 1,042,932 restricted common share awards by the Company, net of forfeitures

Issuance of 5,000 general partner units and 101,615 limited partner units

122 2,349 — 2,471 — 2,471

Withholding of 367,776 common units for employee income taxes

2 unchanged sentences

( 782 ) ( 78,886 ) — ( 79,668 ) ( 248 ) ( 79,916 )

Balance, September 30, 2023 $ 4,644 $ 525,556 $ ( 17,770 ) $ 512,430 $ — $ 512,430

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

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

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

Net income 259 25,671 — 25,930 — 25,930

Other comprehensive income — — 640 640 — 640

Other comprehensive loss — — ( 7,033 ) ( 7,033 ) — ( 7,033 )

Compensation under Incentive Award Plan — 2,901 — 2,901 — 2,901

1 unchanged sentence

— 633 — 633 — 633

Issuance of 818,943 limited partner units

— 24,070 — 24,070 — 24,070

Forfeiture of 4,450 restricted common share awards

Withholding of 5,267 common units for employee income taxes

— ( 141 ) — ( 141 ) — ( 141 )

Common distributions ($ 0.275 per unit)

( 316 ) ( 30,992 ) — ( 31,308 ) — ( 31,308 )

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

Balance, September 30, 2024 $ 5,599 $ 615,884 $ ( 28,851 ) $ 592,632 $ — $ 592,632

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

Balance, December 31, 2023 $ 5,776 $ 610,330 $ ( 24,793 ) $ 591,313 $ — $ 591,313

Net income 754 74,477 — 75,231 ( 80 ) 75,151

Other comprehensive income — — 2,975 2,975 — 2,975

Other comprehensive loss — — ( 4,058 ) ( 4,058 ) — ( 4,058 )

Compensation under Incentive Award Plan — 9,159 — 9,159 — 9,159

1 unchanged sentence

— 1,166 — 1,166 — 1,166

Issuance of 818,943 limited partner units

— 24,070 — 24,070 24,070

Grant of 770,265 restricted common share awards by the Company, net of forfeitures

5 unchanged sentences

( 931 ) ( 92,653 ) — ( 93,584 ) ( 93,584 )

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

Balance, September 30, 2024 $ 5,599 $ 615,884 $ ( 28,851 ) $ 592,632 $ — $ 592,632

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

2 unchanged sentences

(In thousands, unaudited)

Six months ended June 30,

Nine months ended September 30,

OPERATING ACTIVITIES

16 unchanged sentences

Additions to investments in unconsolidated joint ventures — ( 2,612 )

Additions to short-term investments — ( 7,679 )

Proceeds from short-term investments 9,187 46,979

10 unchanged sentences

Repayments of notes, mortgages and loans ( 3,813 ) ( 3,629 )

Issuance of units, including transaction costs

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 10,665 ) ( 6,963 )

6 unchanged sentences

Effect of foreign currency on cash and cash equivalents 76 ( 315 )

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

Net decrease in cash and cash equivalents ( 1,742 ) ( 23,908 )

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

6 unchanged sentences

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.

As of September 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 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.

As of September 30, 2024, the Company and its wholly-owned subsidiaries owned 110,208,387 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 $ 48.9 million and $ 48.9 million as of June 30, 2024 and December 31, 2023, respectively.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 49.3 million and $ 48.9 million as of September 30, 2024 and December 31, 2023, respectively.

Impairment of Long-Lived Assets

13 unchanged sentences

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 six months of 2024.

We have not materially changed the assumptions used in the analysis during the first nine 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 June 30, 2024

As of September 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 $ 1.9 million as of June 30, 2024 and $ 2.1 million as of December 31, 2023.

(1) Net of debt origination costs of $ 1.8 million as of September 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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

5 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 June 30, 2024 and December 31, 2023, respectively) are amortized over the various useful lives of the related assets.

The differences in basis (totaling $ 2.4 million and $ 2.8 million as of September 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):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Land $ 80,379 $ 82,962

14 unchanged sentences

Total liabilities and owners’ equity $ 362,468 $ 374,579

Three months ended Six months ended

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

Three months ended Nine months ended

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

2024 2023 2024 2023

14 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 $ 620.0 million as of June 30, 2024.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit, which have a total borrowing capacity of $ 620.0 million as of September 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):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Unsecured lines of credit $ — $ 13,000

2 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

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

13 unchanged sentences

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

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.

These costs were $ 10.8 million and $ 12.8 million as of September 30, 2024 and December 31, 2023, respectively.

This excludes $ 7.8 million and $ 2.1 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended September 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) As of June 12, 2024, the interest rate spread improved by 1 basis point as the Company exceeded the sustainability metric threshold.

(4) In June 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.

Certain of our properties, which had a net book value of approximately $ 241.5 million at September 30, 2024, serve as collateral for mortgages payable.

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

As of September 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 June 30, 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 September 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 June 30, 2024 December 31, 2023

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate September 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

12 unchanged sentences

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

Fair value as of June 30, 2024:

Fair value as of September 30, 2024:

Interest rate swaps (prepaids and other assets) $ 497 — $ 497 $ —

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):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

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

12 unchanged sentences

Dividend Declaration

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.

In July 2024, the Company's Board of Directors (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.

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 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.

As of September 30, 2024, we had approximately $ 195.1 million of common shares remaining available for sale under the ATM Offering program.

The following table sets forth information regarding issuances under our ATM Offering program:

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Number of common shares settled during the period 818,943 106,615 818,943 106,615

Average price per share $ 30.53 $ 24.89 $ 30.53 $ 24.89

Aggregate gross proceeds (in thousands) $ 25,000 $ 2,654 $ 25,000 $ 2,654

Aggregate net proceeds after commissions and fees (in thousands) $ 24,687 $ 2,621 $ 24,687 $ 2,621

In October 2024, we issued an additional 484,741 common shares under our ATM program at an average price of $ 33.38 per share, totaling approximately $ 16.2 million of gross proceeds.

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 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.

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

The remaining amount of common shares authorized to be repurchased under the program as of September 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 the three and six months ended June 30, 2024 and June 30, 2023:

The following table sets forth the changes in outstanding partnership units for the three and nine months ended September 30, 2024 and September 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

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

Options exercised — — 44,300 44,300

Issuance of units 5,000 — 101,615 101,615

Forfeitures of restricted common share awards by the Company — — — —

Units withheld for employee income taxes — — ( 5,505 ) ( 5,505 )

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

Balance September 30, 2023 1,105,000 4,737,982 104,226,191 108,964,173

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

Options exercised — — 51,500 51,500

Issuance of units 5,000 — 101,615 101,615

Grant of restricted common share awards by the Company, net of forfeitures — — 1,042,932 1,042,932

Units withheld for employee income taxes — — ( 367,776 ) ( 367,776 )

Balance September 30, 2023 1,105,000 4,737,982 104,226,191 108,964,173

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

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

Options exercised — — 45,625 45,625

Issuance of units — — 818,943 818,943

Forfeitures of restricted common share awards by the Company — — ( 4,450 ) ( 4,450 )

Units withheld for employee income taxes — — ( 5,267 ) ( 5,267 )

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

Balance September 30, 2024 1,150,000 4,707,958 109,058,387 113,766,345

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

Options exercised — — 70,625 70,625

Issuance of units — — 818,943 818,943

Grant of restricted common share awards by the Company, net of forfeitures — — 770,265 770,265

1 unchanged sentence

Units withheld for employee income taxes — — ( 381,166 ) ( 381,166 )

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

Balance September 30, 2024 1,150,000 4,707,958 109,058,387 113,766,345

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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

14 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 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.

For the three and nine months ended September 30, 2024, approximately 120,000 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 nine months ended September 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 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.

For the three and nine months ended September 30, 2024, no options were excluded from the computation and for the three and nine months ended September 30, 2023, approximately 333,300 and 475,200 options, respectively, 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

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

For the three and nine months ended September 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.

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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

Restricted common shares 1

$ 1,748 $ 1,912 $ 5,690 $ 5,649

Notional unit performance awards 1

1,038 1,393 3,030 3,039

Options 89 83 260 352

Total equity-based compensation $ 2,875 $ 3,388 $ 8,980 $ 9,040

(1) The nine months ended September 30, 2023 includes the reversal of compensation costs related to the voluntary resignation of an executive officer.

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

Three months ended Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

5 unchanged sentences

Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted shares.

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 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 $ 6.8 million for the six months ended June 30, 2024 and 2023, respectively.

For certain restricted shares that vest and restricted share units that are settled 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 or settlement were approximately 381,000 and 368,000 for the nine months ended September 30, 2024 and 2023, respectively.

The total number of shares withheld was based on the value of the common shares on the vesting or settlement date as determined by our closing share price on the prior day.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 10.7 million and $ 7.0 million for the nine months ended September 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 and six months ended June 30, 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 nine months ended were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

6 unchanged sentences

2021 Performance Share Plan

In February 2024, the measurement period for the 2021 Performance Share Plan (the “2021 PSP") expired.

In February 2024, the measurement period for the 2021 Performance Share Plan (the “2021 PSP") concluded.

Based on the Company’s absolute share price appreciation and relative total shareholder return over the three-year measurement period, we issued 479,097 restricted common shares in February 2024, with 343,996 vesting immediately and the remaining 135,101 vesting in February 2025.

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 vesting of those 135,101 shares 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, in which cases vesting will accelerate).

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 and six months ended June 30, 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 nine months ended September 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 )

Other comprehensive income before reclassifications ( 178 ) ( 178 ) 39 39

Reclassifications out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges ( 6,573 ) ( 6,573 ) ( 320 ) ( 320 )

Balance September 30, 2024 $ ( 24,139 ) $ ( 3,279 ) $ ( 27,418 ) $ ( 1,292 ) $ ( 143 ) $ ( 1,435 )

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

4 unchanged sentences

— ( 2,845 ) ( 2,845 ) — ( 162 ) ( 162 )

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

Balance September 30, 2024 $ ( 24,139 ) $ ( 3,279 ) $ ( 27,418 ) $ ( 1,292 ) $ ( 143 ) $ ( 1,435 )

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 )

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

Other comprehensive income before reclassifications ( 1,688 ) — ( 1,688 ) ( 77 ) — ( 77 )

1 unchanged sentence

— ( 1,765 ) ( 1,765 ) — ( 80 ) ( 80 )

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

Balance September 30, 2023 $ ( 24,875 ) $ 8,080 $ ( 16,795 ) $ ( 1,368 ) $ 393 $ ( 975 )

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

4 unchanged sentences

— ( 5,399 ) ( 5,399 ) — ( 245 ) ( 245 )

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.

Balance September 30, 2023 $ ( 24,875 ) $ 8,080 $ ( 16,795 ) $ ( 1,368 ) $ 393 $ ( 975 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 23,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of September 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 and six months ended June 30, 2024 (in thousands):

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

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

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

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

Other comprehensive income (loss) before reclassifications ( 140 ) — ( 140 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 6,895 ) ( 6,895 )

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

Balance September 30, 2024 $ ( 25,429 ) $ ( 3,424 ) $ ( 28,853 )

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

3 unchanged sentences

— ( 3,007 ) ( 3,007 )

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

Balance September 30, 2024

$ ( 25,429 ) $ ( 3,424 ) $ ( 28,853 )

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

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

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

Other comprehensive income (loss) before reclassifications ( 1,765 ) — ( 1,765 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 1,845 ) ( 1,845 )

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

Balance September 30, 2023 $ ( 26,243 ) $ 8,473 $ ( 17,770 )

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

3 unchanged sentences

— ( 5,644 ) ( 5,644 )

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

Balance September 30, 2023

$ ( 26,243 ) $ 8,473 $ ( 17,770 )

Lease Agreements

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.

As of September 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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

7 unchanged sentences

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

June 30, 2024 June 30, 2023

September 30, 2024 September 30, 2023

Costs relating to construction included in accounts payable and accrued expenses $ 19,059 $ 29,919

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

Six months ended

Nine months ended

September 30,

Interest paid $ 49,370 $ 39,421

24 unchanged sentences

Dividend Declaration

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.

In October 2024, the Board declared a $ 0.275 cash dividend per common share payable on November 15, 2024 to each shareholder of record on October 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