What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-07 compared with 2024-08-05 · 85 added, 66 removed, 685 unchanged (18% 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 and six months ended June 30, 2024 with the three and six months ended June 30, 2023.

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

The results of operations discussion is combined for Tanger Inc.

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future dividend payments;

interest rates, the possibility of future asset impairments, development initiatives and strategic partnerships, the anticipated impact of the Company’s newly acquired assets in Huntsville and Asheville, as well as its newly opened Nashville development, compliance with debt covenants;

interest rates, the possibility of future asset impairments, development initiatives and strategic partnerships, the anticipated impact of the Company’s recently acquired assets in Huntsville and Asheville, as well as its recently opened Nashville development, compliance with debt covenants;

renewal and re-lease of leased space;

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General Overview

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.

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.

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 June 30, 2024 (square feet in thousands):

Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers

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Other — — — — — —

As of June 30, 2024

As of September 30, 2024

12,690 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 June 30, 2024.

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

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

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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 June 30, 2024 and 2023:

Comparable Space for Executed Leases (1) (2)

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RESULTS OF OPERATIONS

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.

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

Net income decreased approximately $3.0 million in the 2024 period to $25.9 million as compared to net income of $28.9 million for the 2023 period.

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

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Revenues from new developments and acquired properties 10,918 249 10,669

Rental revenues from properties disposed 8 133 (125)

Straight-line rent adjustments 374 (408) 782

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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

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$ 5,295 $ 4,373 $ 922

Other revenues from existing properties increased in the 2024 period due to an increase in other revenue streams, such as Tanger Loyalty program, paid media sponsorships and onsite signage, on a local and national level.

PROPERTY OPERATING EXPENSES

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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.

General and administrative expenses decreased approximately $722,000 from $18.9 million to $18.2 million in the 2024 period compared to the 2023 period.

The decrease is due primarily to reduced executive share-based compensation expense and lower third-party professional fees.

DEPRECIATION AND AMORTIZATION

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$ 35,377 $ 25,374 $ 10,003

The increase in depreciation and amortization from existing properties is primarily due to increased depreciation from second generation tenant allowances.

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%.

Interest expense increased $3.8 million to $15.5 million in the 2024 period from $11.7 million in the 2023 period.

The increase was 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%.

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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.

Other income (expense) decreased approximately $2.0 million from $1.9 million to ($52,000) 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 $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.

Equity in earnings of unconsolidated joint ventures decreased approximately $77,000 from $2.4 million from $2.3 million in the 2024 period compared to the 2023 period.

The decrease is primarily related to higher depreciation at two of our joint venture centers.

Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

Net income decreased approximately $3.9 million in the 2024 period to $75.2 million as compared to net income of $79.0 million for the 2023 period.

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

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Revenues from new developments and acquired properties 32,416 249 32,167

Rental revenues from properties disposed — 9 (9)

Straight-line rent adjustments 361 (1,409) 1,770

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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

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OTHER REVENUES

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

Other revenues increased approximately $1.1 million 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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Property operating expenses from existing properties decreased in the 2024 period in part due to certain expense refunds and the timing of certain operating expenses versus the comparative period.

This decrease was partially offset by an increase in snow removal costs on a comparative period basis.

GENERAL AND ADMINISTRATIVE EXPENSES

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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 increased approximately $206,000 due primarily to higher information technology costs and other professional fees.

Exclusive of those adjustments, general and administrative expenses decreased approximately $516,000 due primarily to reduced executive share-based compensation expense and lower third-party professional fees.

DEPRECIATION AND AMORTIZATION

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$ 103,411 $ 76,656 $ 26,755

The increase in depreciation and amortization from existing properties is primarily due to increased depreciation from second generation tenant allowances.

INTEREST EXPENSE

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%.

Interest expense increased approximately $9.5 million to $45.5 million in the 2024 period from $36.0 million in the 2023 period.

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%.

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OTHER INCOME (EXPENSE)

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

Other income (expense) decreased approximately $6.3 million from $7.0 million to $755,000 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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Because the Company consolidates the Operating Partnership, the section entitled “Liquidity and Capital Resources of the Operating Partnership” should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.

Under our ATM Offering, which commenced in February 2021, and was replaced with a new program in December 2023, we may offer and sell our common shares, having an aggregate gross sales price of up to $250.0 million.

ATM Offering Program

Under our ATM Offering program, which commenced in February 2021, and was replaced with a new program in December 2023, we may offer and sell our common shares, having an aggregate gross sales price of up to $250.0 million.

We may sell the common shares in amounts and at times to be determined by us but we have no obligation to sell any of the common shares.

Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of its funding.

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 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.

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

As of September 30, 2024, we had approximately $195.1 million remaining available for sale under our 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 Offering program, at an average share price of $33.38 per share, yielding approximately $16.2 million of gross proceeds.

Share Buyback Program

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 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.

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

The remaining amount of common shares authorized to be repurchased under the program as of September 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.

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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 on 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.

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 six months ended June 30, 2024 and 2023 (in thousands):

Six months ended June 30,

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

Nine months ended September 30,

2024 2023 Change

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

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.

As of September 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 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.

There were no material changes in our contractual commitments during the nine months ended September 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 September 30, 2024.

Future Debt Obligations

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.

As described further in Note 5 of the notes to the consolidated financial statements, as of September 30, 2024, scheduled maturities of our existing long-term debt for the remainder 2024 and for 2025, 2026, 2027 and 2028 are $1.3 million, $1.5 million, $407.4 million, $625.0 million and $0.0 million, respectively.

As of September 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 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,

Based on applicable interest rates and scheduled debt maturities as of September 30, 2024, these interest obligations total approximately $55.4 million over the next twelve months.

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

Nine months ended September 30,

2024 2023 Change

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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.

The decrease in net cash used in investing activities was primarily due to 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 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.

Net cash used in financing activities increased period over period primarily due to 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, offset by proceeds from our common share offering under our ATM Offering program.

Financing Arrangements

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.

As of September 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 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.

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.

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 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.

As of September 30, 2024, we have a remaining authorization of $195.1 million of common shares 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 Offering program, at an average price of $33.38 per share, yielding approximately $16.2 million of gross proceeds.

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

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The swaps were effective February 1, 2024, and end at various dates from February 1, 2026 to January 1, 2027.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 as part of our interest rate risk management strategy.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024, which had an average fixed pay rate of 0.4%, as part of our interest rate risk management strategy.

Debt Covenants

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 June 30, 2024 are, in compliance with all of our debt covenants.

We have historically been, and at September 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 June 30, 2024, we were in compliance with all financial and non-financial covenants related to our debt obligations.

As of September 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 June 30, 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 September 30, 2024 (dollars in millions):

Joint Venture Ownership %

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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 six months ended June 30, 2024.

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

Recent Accounting Pronouncements

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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 Six Months Ended

June 30, June 30,

Three months ended

Nine months ended

September 30, September 30,

2024 2023 2024 2023

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Effect of notional units 799 1,026 746 898

Effect of outstanding options and restricted common shares 910 773 916 758

Effect of outstanding options

933 832 925 783

Diluted weighted average common shares (for earnings per share computations) 110,704 106,319 110,346 105,989

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it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods.

Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or our ability to make distributions.

Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.

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Three months ended

Six Months Ended

June 30, June 30,

Nine months ended

September 30, September 30,

2024 2023 2024 2023

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Below is a reconciliation of Net Income to Adjusted EBITDA (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

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Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (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

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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 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.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of September 30, 2024, we had lease renewals executed or in process for 72.5% of the space scheduled to expire during 2024 compared to 88.0% of the space scheduled to expire during 2023 that was executed or in process as of September 30, 2023.

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

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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 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.

As of September 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 97.1% and 97.2% as of June 30, 2024 and 2023, respectively.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 97.4% and 98% as of September 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