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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________

Commission file number: 1-11986 (Tanger Inc.)
Commission file number: 333-3526-01 (Tanger Properties Limited Partnership)

TANGER INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
North Carolina(Tanger Inc.)56-1815473
North Carolina(Tanger Properties Limited Partnership)56-1822494
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices) (Zip Code)
(336) 292-3010
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Tanger Inc.:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares,
$0.01 par value
SKTNew York Stock Exchange
Tanger Properties Limited Partnership:
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Tanger Inc.YesNo
Tanger Properties Limited PartnershipYesNo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Tanger Inc.YesNo
Tanger Properties Limited PartnershipYesNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Tanger Inc.
Large Accelerated FilerAccelerated Filer
Non-accelerated Filer Smaller Reporting Company
Emerging Growth Company
Tanger Properties Limited Partnership
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Tanger Inc.
Tanger Properties Limited Partnership
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).                                                 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Tanger Inc.YesNo
Tanger Properties Limited PartnershipYesNo


As of July 31, 2024, there were 109,353,536 common shares of Tanger Inc. outstanding, $0.01 par value.

EXPLANATORY NOTE
This report combines the unaudited quarterly reports on Form 10-Q for the quarter ended June 30, 2024 of Tanger Inc., a North Carolina corporation, and Tanger Properties Limited Partnership, a North Carolina limited partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the context requires.

The Company is one of the leading owners and operators of outlet and open-air retail centers in the United States and Canada. The Company is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”), which, through its controlling interest in the Operating Partnership, focuses on developing, acquiring, owning, operating and managing outlet and open-air shopping centers. The shopping centers and other assets are held by, and all of the operations are conducted by, the Operating Partnership. Accordingly, the descriptions of the business, employees and properties of the Company are also descriptions of the business, employees and properties of the Operating Partnership. As the Operating Partnership is the issuer of our registered debt securities, we are required to present a separate set of financial statements for this entity.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. The Company controls the Operating Partnership as its sole general partner. 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. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s status as a REIT. Class B common limited partnership units of the Operating Partnership, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.




Management operates the Company and the Operating Partnership as one enterprise. The management of the Company consists of the same members as the management of the Operating Partnership. These individuals are officers of the Company and employees of the Operating Partnership.

We believe combining the Quarterly Reports on Form 10-Q of the Company and the Operating Partnership into this single Quarterly Report provides the following benefits:

enhancing investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

creating time and cost efficiencies through the preparation of one combined Quarterly Report instead of two separate Quarterly Reports.

There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this Quarterly Report. We believe it is important, however, to understand these differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated consolidated company.

As stated above, the Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership, including through its wholly-owned subsidiary, Tanger LP Trust. As a result, the Company does not conduct business itself, other than issuing public equity from time to time and incurring expenses required to operate as a public company. However, all operating expenses incurred by the Company are reimbursed by the Operating Partnership, thus the only material item on the Company’s income statement is its equity in the earnings of the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. The Company itself does not hold any indebtedness but does guarantee certain debt of the Operating Partnership, as disclosed in this Quarterly Report.
The Operating Partnership holds all of the shopping centers and other assets, including the ownership interests in consolidated and unconsolidated joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by the Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required through its operations, its incurrence of indebtedness or through the issuance of partnership units.

Noncontrolling interests, shareholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership held by the Non-Company LPs are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements.

To help investors understand the significant differences between the Company and the Operating Partnership, this Quarterly Report presents the following separate sections for each of the Company and the Operating Partnership:

Consolidated financial statements;

The following notes to the consolidated financial statements:

Debt of the Company and the Operating Partnership;

Shareholders’ Equity and Partners’ Equity;

Earnings Per Share and Earnings Per Unit;

Accumulated Other Comprehensive Income of the Company and the Operating Partnership; and
2



Liquidity and Capital Resources in the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and Exhibit 32 certifications for each of the Company and the Operating Partnership in order to establish that the Principal Executive Officer and the Principal Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

The separate sections in this Quarterly Report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this Quarterly Report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Company operates the business through the Operating Partnership.

The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. The separate discussions of the Company and the Operating Partnership in this Quarterly Report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
3


TANGER INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP
Index
 Page Number
Part I. Financial Information
Item 1. 
FINANCIAL STATEMENTS OF TANGER INC. (Unaudited)
 
Consolidated Balance Sheets - as of June 30, 2024 and December 31, 2023
Consolidated Statements of Operations - for the three and six months ended June 30, 2024 and 2023
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2024 and 2023
Consolidated Statements of Shareholders’ Equity - for the three and six months ended June 30, 2024 and 2023
Consolidated Statements of Cash Flows - for the six months ended June 30, 2024 and 2023
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
 
Consolidated Balance Sheets - as of June 30, 2024 and December 31, 2023
Consolidated Statements of Operations - for the three and six months ended June 30, 2024 and 2023
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2024 and 2023
Consolidated Statements of Equity - for the three and six months ended June 30, 2024 and 2023
Consolidated Statements of Cash Flows - for the six months ended June 30, 2024 and 2023
Notes to Consolidated Financial Statements of Tanger Inc. and Tanger Properties Limited Partnership
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures (Tanger Inc. and Tanger Properties Limited Partnership)
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Item 3. Defaults upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
Signatures
4


PART I. - FINANCIAL INFORMATION

Item 1 - Financial Statements of Tanger Inc.

TANGER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data, unaudited)
June 30, 2024December 31, 2023
Assets  
Rental property:  
Land$303,605 $303,605 
Buildings, improvements and fixtures2,982,741 2,938,434 
Construction in progress17,059 29,201 
 3,303,405 3,271,240 
Accumulated depreciation(1,376,022)(1,318,264)
Total rental property, net1,927,383 1,952,976 
Cash and cash equivalents9,060 12,778 
Short-term investments2,206 9,187 
Investments in unconsolidated joint ventures72,079 71,900 
Deferred lease costs and other intangibles, net81,864 91,269 
Operating lease right-of-use assets76,759 77,400 
Prepaids and other assets124,205 108,609 
Total assets$2,293,556 $2,324,119 
Liabilities and Equity  
Liabilities  
Debt:  
Senior, unsecured notes, net$1,040,772 $1,039,840 
Unsecured term loan, net322,752 322,322 
Mortgages payable, net61,487 64,041 
Unsecured lines of credit35,000 13,000 
Total debt1,460,011 1,439,203 
Accounts payable and accrued expenses85,991 118,505 
Operating lease liabilities85,423 86,076 
Other liabilities84,551 89,022 
Total liabilities1,715,976 1,732,806 
Commitments and contingencies
Equity  
Tanger Inc.:  
Common shares, $0.01 par value, 300,000,000 shares authorized, 109,353,536 and 108,793,251 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively
1,094 1,088 
Paid in capital1,075,902 1,079,387 
Accumulated distributions in excess of net income (502,589)(490,171)
Accumulated other comprehensive loss(20,667)(23,519)
Equity attributable to Tanger Inc.553,740 566,785 
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership23,840 24,528 
Noncontrolling interests in other consolidated partnerships  
Total equity577,580 591,313 
Total liabilities and equity$2,293,556 $2,324,119 
The accompanying notes are an integral part of these consolidated financial statements.
5


TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data, unaudited)
Three months ended June 30,
Six months ended June 30,
 2024202320242023
Revenues:
Rental revenues$122,319 $104,588 $240,128 $208,170 
Management, leasing and other services2,332 2,122 4,610 4,036 
Other revenues4,305 3,931 7,589 7,378 
Total revenues128,956 110,641 252,327 219,584 
Expenses:
Property operating37,549 33,712 73,014 66,860 
General and administrative18,813 18,304 38,303 35,738 
Depreciation and amortization34,174 25,389 68,034 51,282 
Total expenses90,536 77,405 179,351 153,880 
Other income (expense):
Interest expense(15,700)(11,966)(30,053)(24,309)
Other income (expense)220 2,324 807 5,124 
Total other income (expense)(15,480)(9,642)(29,246)(19,185)
Income before equity in earnings of unconsolidated joint ventures
22,940 23,594 43,730 46,519 
Equity in earnings of unconsolidated joint ventures2,975 1,706 5,491 3,641 
Net income25,915 25,300 49,221 50,160 
Noncontrolling interests in Operating Partnership(1,075)(1,098)(2,048)(2,169)
Noncontrolling interests in other consolidated partnerships  80 (248)
Net income attributable to Tanger Inc.$24,840 $24,202 $47,253 $47,743 
Basic earnings per common share:
Net income $0.23 $0.23 $0.43 $0.45 
Diluted earnings per common share:
Net income $0.22 $0.23 $0.43 $0.45 
The accompanying notes are an integral part of these consolidated financial statements.
6


TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
Three months ended June 30,Six months ended June 30,
 2024202320242023
Net income $25,915 $25,300 $49,221 $50,160 
Other comprehensive income (loss):
Foreign currency translation adjustments(40)1,227 (914)1,389 
Change in fair value of cash flow hedges680 (373)3,889 (3,799)
Other comprehensive income (loss)640 854 2,975 (2,410)
Comprehensive income 26,555 26,154 52,196 47,750 
Comprehensive income attributable to noncontrolling interests(1,102)(1,135)(2,171)(2,064)
Comprehensive income attributable to Tanger Inc.$25,453 $25,019 $50,025 $45,686 
The accompanying notes are an integral part of these consolidated financial statements.

7


TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share data, unaudited)

Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive lossEquity attributable to Tanger Inc.Noncontrolling interests in Operating PartnershipNoncontrolling
interests in
other consolidated partnerships
Total
 equity
Balance,
March 31, 2023
$1,053 $984,254 $(486,639)$(14,159)$484,509 $21,797 $ $506,306 
Net income— — 24,202 — 24,202 1,098  25,300 
Other comprehensive income— — — 817 817 37 — 854 
Compensation under Incentive Award Plan— 3,452 — — 3,452 — — 3,452 
Issuance of 4,600 common shares upon exercise of options
— 28 — — 28 — — 28 
Forfeiture of 73,440 restricted common share awards
(1)— — (1)— — (1)
Withholding of 61,632 common shares for employee income taxes
 (1,194)— — (1,194)— — (1,194)
Adjustment for noncontrolling interests in Operating Partnership— (68)— — (68)68 —  
Common dividends ($0.245 per share)
— — (25,836)— (25,836) — (25,836)
Distributions to noncontrolling interests— — — — — (1,166) (1,166)
Balance,
June 30, 2023
$1,052 $986,472 $(488,273)$(13,342)$485,909 $21,834 $ $507,743 
Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive lossEquity attributable to Tanger Inc.Noncontrolling interests in Operating PartnershipNoncontrolling
interests in
other consolidated partnerships
Total
 equity
Balance,
December 31, 2022
$1,045 $987,192 $(485,557)$(11,037)$491,643 $22,291 $ $513,934 
Net income— — 47,743 — 47,743 2,169 248 50,160 
Other comprehensive loss— — — (2,305)(2,305)(105)— (2,410)
Compensation under Incentive Award Plan— 5,775 — — 5,775 — — 5,775 
Issuance of 7,200 common shares upon exercise of options
— 43 — — 43 — — 43 
Grant of 1,042,932 restricted common share awards, net of forfeitures
10 (11)— — (1)— — (1)
Withholding of 362,271 common shares for employee income taxes
(3)(6,840)— — (6,843)— — (6,843)
Adjustment for noncontrolling interests in Operating Partnership— 313 — — 313 (313)—  
Common dividends ($0.4650 per share)
— — (50,459)— (50,459) — (50,459)
Distributions to noncontrolling interests— — — — — (2,208)(248)(2,456)
Balance,
June 30, 2023
$1,052 $986,472 $(488,273)$(13,342)$485,909 $21,834 $ $507,743 


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












8


TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share data, unaudited)
Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive incomeEquity attributable to Tanger Inc.Noncontrolling interests in Operating PartnershipNoncontrolling
interests in
other consolidated partnerships
Total
 equity
Balance,
March 31, 2024
$1,094 $1,073,313 $(497,330)$(21,280)$555,797 $23,926 $— $579,723 
Net income— — 24,840 — 24,840 1,075 — 25,915 
Other comprehensive income— — — 613 613 27 — 640 
Compensation under Incentive Award Plan— 2,687 — — 2,687 — — 2,687 
Issuance of 900 common shares upon exercise of options
— 95 — — 95 — — 95 
Forfeiture of 13,816 restricted common share awards
— — — — — — — — 
Contributions from noncontrolling interests — — — — — — — — 
Adjustment for noncontrolling interests in other consolidated partnerships— (193)— — (193)193 —  
Common dividends
($0.275 per share)
— — (30,099)— (30,099)— — (30,099)
Distributions to noncontrolling interests— — — — — (1,381)— (1,381)
Balance,
June 30, 2024
$1,094 $1,075,902 $(502,589)$(20,667)$553,740 $23,840 $— $577,580 



9


TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share data, unaudited)
Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive incomeEquity attributable to Tanger Inc.Noncontrolling interests in Operating PartnershipNoncontrolling
interests in
other consolidated partnerships
Total
 equity
Balance,
December 31, 2023
$1,088 $1,079,387 $(490,171)$(23,519)$566,785 $24,528 $— $591,313 
Net income— — 47,253 — 47,253 2,048 (80)49,221 
Other comprehensive income— — — 2,852 2,852 123 — 2,975 
Compensation under Incentive Award Plan— 6,258 — — 6,258 — — 6,258 
Issuance of 25,000 common shares upon exercise of options
— 533 — — 533 — — 533 
Grant of 774,715 restricted common share awards, net of forfeitures

8 (8)— — — — — — 
Issuance of 136,469 deferred shares
1 (1)— — — — —  
Withholding of 375,899 common shares for employee income taxes
(3)(10,521)— — (10,524)— — (10,524)
Contributions from noncontrolling interests — — — — — — 80 80 
Adjustment for noncontrolling interests in other consolidated partnerships— 254 — — 254 (254)—  
Common dividends
($0.535 per share)
— — (59,671)— (59,671)— — (59,671)
Distributions to noncontrolling interests— — — — — (2,605)— (2,605)
Balance,
June 30, 2024
$1,094 $1,075,902 $(502,589)$(20,667)$553,740 $23,840 $— $577,580 
The accompanying notes are an integral part of these consolidated financial statements.



10


TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six months ended June 30,
 20242023
OPERATING ACTIVITIES  
Net income$49,221 $50,160 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization68,034 51,282 
Amortization of deferred financing costs1,695 1,599 
Equity in earnings of unconsolidated joint ventures(5,491)(3,641)
Equity-based compensation expense6,105 5,652 
Amortization of debt discounts, net357 294 
Amortization (accretion) of market rent rate adjustments, net228 289 
Straight-line rent adjustments12 1,001 
Distributions of cumulative earnings from unconsolidated joint ventures3,577 3,721 
Changes in other assets and liabilities:
Other assets2,945 6,931 
Accounts payable and accrued expenses(22,822)(18,369)
Net cash provided by operating activities103,861 98,919 
INVESTING ACTIVITIES
Additions to rental property(49,091)(71,830)
Additions to investments in unconsolidated joint ventures (2,633)
Proceeds from short-term investments6,981 37,080 
Additions to non-real estate assets(5,738)(2,135)
Distributions in excess of cumulative earnings from unconsolidated joint ventures1,617 4,080 
Additions to deferred lease costs(1,191)(1,384)
Payments for other investing activities(2,774)(2,036)
Proceeds from other investing activities2,557 3,821 
Net cash used in investing activities(47,639)(35,037)
FINANCING ACTIVITIES
Cash dividends paid(59,671)(50,459)
Distributions to noncontrolling interests in Operating Partnership(2,605)(2,208)
Proceeds from revolving credit facility219,000  
Repayments of revolving credit facility(197,000) 
Repayments of notes, mortgages and loans(2,519)(2,343)
Employee income taxes paid related to shares withheld upon vesting of equity awards(10,524)(6,843)
Additions to deferred financing costs(6,876) 
Proceeds from exercise of options533 43 
Payment for other financing activities(574)(590)
Contributions from noncontrolling interests in other consolidated partnerships
80  
Distributions to noncontrolling interests in other consolidated partnerships (248)
Net cash used in financing activities(60,156)(62,648)
Effect of foreign currency rate changes on cash and cash equivalents216 (356)
Net increase (decrease) in cash and cash equivalents(3,718)878 
Cash and cash equivalents, beginning of period12,778 212,124 
Cash and cash equivalents, end of period$9,060 $213,002 
The accompanying notes are an integral part of these consolidated financial statements.
11


Item 1 - Financial Statements of Tanger Properties Limited Partnership

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data, unaudited)
June 30, 2024December 31, 2023
Assets  
Rental property:  
Land$303,605 $303,605 
Buildings, improvements and fixtures2,982,741 2,938,434 
Construction in progress17,059 29,201 
3,303,405 3,271,240 
Accumulated depreciation(1,376,022)(1,318,264)
Total rental property, net1,927,383 1,952,976 
Cash and cash equivalents9,010 12,572 
Short-term investments2,206 9,187 
Investments in unconsolidated joint ventures72,079 71,900 
Deferred lease costs and other intangibles, net81,864 91,269 
Operating lease right-of-use assets76,759 77,400 
Prepaids and other assets124,134 108,157 
Total assets$2,293,435 $2,323,461 
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net$1,040,772 $1,039,840 
Unsecured term loan, net322,752 322,322 
Mortgages payable, net61,487 64,041 
Unsecured lines of credit35,000 13,000 
Total debt1,460,011 1,439,203 
Accounts payable and accrued expenses85,870 117,847 
Operating lease liabilities85,423 86,076 
Other liabilities84,551 89,022 
Total liabilities1,715,855 1,732,148 
Commitments and contingencies
Equity
Partners’ Equity:
General partner, 1,150,000 units outstanding at June 30, 2024 and 1,150,000 units outstanding at December 31, 2023, respectively
5,656 5,776 
Limited partners, 4,707,958 and 4,707,958 Class A common units, and 108,203,536 and 107,643,251 Class B common units outstanding at June 30, 2024 and December 31, 2023, respectively
593,742 610,330 
Accumulated other comprehensive loss(21,818)(24,793)
Total partners’ equity577,580 591,313 
Noncontrolling interests in consolidated partnerships  
Total equity577,580 591,313 
Total liabilities and equity$2,293,435 $2,323,461 
The accompanying notes are an integral part of these consolidated financial statements.
12


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data, unaudited)
Three months ended June 30,Six months ended June 30,
 2024202320242023
Revenues:
Rental revenues$122,319 $104,588 $240,128 $208,170 
Management, leasing and other services2,332 2,122 4,610 4,036 
Other revenues4,305 3,931 7,589 7,378 
Total revenues128,956 110,641 252,327 219,584 
Expenses:
Property operating37,549 33,712 73,014 66,860 
General and administrative18,813 18,304 38,303 35,738 
Depreciation and amortization34,174 25,389 68,034 51,282 
Total expenses90,536 77,405 179,351 153,880 
Other income (expense):
Interest expense(15,700)(11,966)(30,053)(24,309)
Other income (expense) 220 2,324 807 5,124 
Total other income (expense)(15,480)(9,642)(29,246)(19,185)
Income before equity in earnings of unconsolidated joint ventures22,940 23,594 43,730 46,519 
Equity in earnings of unconsolidated joint ventures2,975 1,706 5,491 3,641 
Net income 25,915 25,300 49,221 50,160 
Noncontrolling interests in consolidated partnerships  80 (248)
Net income available to partners25,915 25,300 49,301 49,912 
Net income available to limited partners25,656 25,047 48,806 49,413 
Net income available to general partner$259 $253 $495 $499 
Basic earnings per common unit:
Net income $0.23 $0.23 $0.43 $0.45 
Diluted earnings per common unit:
Net income $0.22 $0.23 $0.43 $0.45 
The accompanying notes are an integral part of these consolidated financial statements.
13


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
Three months ended June 30,Six months ended June 30,
 2024202320242023
Net income $25,915 $25,300 $49,221 $50,160 
Other comprehensive income (loss):
Foreign currency translation adjustments(40)1,227 (914)1,389 
Changes in fair value of cash flow hedges680 (373)3,889 (3,799)
Other comprehensive income (loss)640 854 2,975 (2,410)
Comprehensive income 26,555 26,154 52,196 47,750 
Comprehensive income attributable to noncontrolling interests in consolidated partnerships  80 (248)
Comprehensive income attributable to the Operating Partnership$26,555 $26,154 $52,276 $47,502 
The accompanying notes are an integral part of these consolidated financial statements.

14



TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except unit and per unit data, unaudited)


General partnerLimited partnersAccumulated other comprehensive lossTotal partners’ equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, March 31, 2023$4,520 $516,800 $(15,014)$506,306 $ $506,306 
Net income253 25,047 — 25,300  25,300 
Other comprehensive income— — 854 854 — 854 
Compensation under Incentive Award Plan— 3,452 — 3,452 — 3,452 
Issuance of 4,600 common units upon exercise of options
— 28 — 28 — 28 
Forfeiture of 73,440 common units
— — — — —  
Withholding of 61,632 common units for employee income taxes
— (1,194)— (1,194)— (1,194)
Common distributions ($0.245 per unit)
(270)(26,733)— (27,003) (27,003)
Balance, June 30, 2023$4,503 $517,400 $(14,160)$507,743 $ $507,743 
General partnerLimited partnersAccumulated other comprehensive lossTotal partners’ equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, December 31, 2022$4,516 $521,168 $(11,750)$513,934 $ $513,934 
Net income499 49,413 — 49,912 248 50,160 
Other comprehensive loss— — (2,410)(2,410)— (2,410)
Compensation under Incentive Award Plan— 5,775 — 5,775 — 5,775 
Issuance of 7,200 common units upon exercise of options
— 43 — 43 — 43 
Grant of 1,042,932 restricted common share awards by the Company, net of forfeitures
— — — — —  
Withholding of 362,271 common units for employee income taxes
— (6,843)— (6,843)— (6,843)
Common distributions ($0.4650 per unit)
(512)(52,156)— (52,668)(248)(52,916)
Balance, June 30, 2023$4,503 $517,400 $(14,160)$507,743 $ $507,743 
15




General partnerLimited partnersAccumulated other comprehensive incomeTotal partners’ equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, March 31, 2024$5,713 $596,468 $(22,458)$579,723 $ $579,723 
Net income259 25,656 — 25,915  25,915 
Other comprehensive income— — 640 640 — 640 
Compensation under Incentive Award Plan— 2,687 — 2,687 — 2,687 
Issuance of 900 common units upon exercise of options
— 95 — 95 — 95 
Forfeiture of 13,816 restricted common share awards
— — — — —  
Common distributions ($0.275 per unit)
(316)(31,164)— (31,480)(31,480)
Balance, June 30, 2024$5,656 $593,742 $(21,818)$577,580 $ $577,580 
General partnerLimited partnersAccumulated other comprehensive incomeTotal partners’ equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, December 31, 2023$5,776 $610,330 $(24,793)$591,313 $ $591,313 
Net income495 48,806 — 49,301 (80)49,221 
Other comprehensive income— — 2,975 2,975 — 2,975 
Compensation under Incentive Award Plan— 6,258 — 6,258 — 6,258 
Issuance of 25,000 common units upon exercise of options
— 533 — 533 — 533 
Grant of 774,715 restricted common share awards by the Company, net of forfeitures
— — — — —  
Issuance of 136,469 deferred units
— — — — — — 
Withholding of 375,899 common units for employee income taxes
— (10,524)— (10,524)— (10,524)
Contributions from noncontrolling interests in consolidated partnerships— — — — 80 80 
Common distributions ($0.535 per unit)
(615)(61,661)— (62,276)(62,276)
Balance, June 30, 2024$5,656 $593,742 $(21,818)$577,580 $ $577,580 
The accompanying notes are an integral part of these consolidated financial statements.
16


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six months ended June 30,
 20242023
OPERATING ACTIVITIES  
Net income$49,221 $50,160 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization68,034 51,282 
Amortization of deferred financing costs1,695 1,599 
Equity in earnings of unconsolidated joint ventures(5,491)(3,641)
Equity-based compensation expense6,105 5,652 
Amortization of debt (premiums) and discounts, net357 294 
Amortization (accretion) of market rent rate adjustments, net228 289 
Straight-line rent adjustments12 1,001 
Distributions of cumulative earnings from unconsolidated joint ventures3,577 3,721 
Changes in other assets and liabilities:
Other assets2,562 6,659 
Accounts payable and accrued expenses(22,283)(18,144)
Net cash provided by operating activities104,017 98,872 
INVESTING ACTIVITIES
Additions to rental property(49,091)(71,830)
Additions to investments in unconsolidated joint ventures (2,633)
Proceeds from short-term investments6,981 37,080 
Additions to non-real estate assets(5,738)(2,135)
Distributions in excess of cumulative earnings from unconsolidated joint ventures1,617 4,080 
Additions to deferred lease costs(1,191)(1,384)
Payments for other investing activities(2,774)(2,036)
Proceeds from other investing activities2,557 3,821 
Net cash used in investing activities(47,639)(35,037)
FINANCING ACTIVITIES
Cash distributions paid(62,276)(52,667)
Proceeds from revolving credit facility219,000  
Repayments of revolving credit facility(197,000) 
Repayments of notes, mortgages and loans(2,519)(2,343)
Employee income taxes paid related to shares withheld upon vesting of equity awards(10,524)(6,843)
Additions to deferred financing costs(6,876) 
Proceeds from exercise of options533 43 
Payment for other financing activities(574)(590)
Contributions from noncontrolling interests in other consolidated partnerships
80  
Distributions to noncontrolling interests in other consolidated partnerships (248)
Net cash used in financing activities(60,156)(62,648)
Effect of foreign currency on cash and cash equivalents216 (356)
Net increase (decrease) in cash and cash equivalents(3,562)831 
Cash and cash equivalents, beginning of period12,572 212,011 
Cash and cash equivalents, end of period$9,010 $212,842 
The accompanying notes are an integral part of these consolidated financial statements.
17


TANGER INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Tanger Inc. and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air retail centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed real estate investment trust, which, through our controlling interest in Tanger Properties Limited Partnership and its subsidiaries, which we refer to as the Operating Partnership, focuses on developing, acquiring, owning, operating and managing outlet and open-air shopping centers. As of June 30, 2024, we owned and operated 31 consolidated outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet, which were 97% occupied and contained over 2,500 stores representing approximately 660 store brands. We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada. The portfolio also includes two managed centers, totaling approximately 760,000 square feet. Each of our centers, except one joint venture center, features the Tanger brand name. All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited.

Our shopping centers and other assets are held by, and all of our operations are conducted by the Operating Partnership. Accordingly, the descriptions of our business, employees and assets are also descriptions of the business, employees and assets of the Operating Partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires. On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc. to Tanger Inc. We refer to Tanger Inc.’s current legal name throughout this Quarterly Report on Form 10-Q.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. The Company controls the Operating Partnership as its sole general partner. 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. 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. Class B common limited partnership units of the Operating Partnership, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto of the Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2023. The December 31, 2023 balance sheet data in this Form 10-Q was derived from the Company’s audited financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.



18


The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant.

We consolidate properties that are wholly-owned and properties where we own less than 100% but control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities (“VIE”). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers all relationships between us and the VIE, including management agreements and other contractual arrangements.

Investments in real estate joint ventures that we do not control, but may exercise significant influence on, are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the joint venture’s net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.

For certain investments in real estate joint ventures, we record our equity in the venture’s net income or loss under the hypothetical liquidation at book value method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements for those joint ventures. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation.

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 to provide further financial support to these joint ventures. The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston, and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.

“Noncontrolling interests in the Operating Partnership” reflects the Non-Company LPs’ percentage ownership of the Operating Partnership’s units. “Noncontrolling interests in other consolidated partnerships” consist of outside equity interests in partnerships or joint ventures not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income is allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.

Accounts Receivable

Individual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are written-off as an adjustment to rental revenue. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends including discussions with tenants for potential lease amendments. 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.


19


Impairment of Long-Lived Assets

Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.

Due to the financial impacts from the COVID-19 pandemic, we began performing the above described procedures on our Atlantic City, New Jersey center in 2020. While the center’s performance has improved since that time, we have continued to perform those procedures and concluded each quarter that the carrying amount of the asset was recoverable. We evaluate different holding period scenarios and apply probabilities to those scenarios to determine an average holding period of 9.75 years. Management has the intent, and we have the ability, to hold the property for at least this period, and we believe this period is reasonable based on the center’s performance and our history of being a long-term owner and operator of our centers. We believe the carrying value is recoverable because in our models the sum of the estimated future undiscounted cash flows, $54.8 million, and the estimated potential disposition proceeds of the sale of the center, $76.6 million (in aggregate totaling $131.4 million) exceeds the carrying value of $108.6 million by $22.8 million. The recorded carrying amount includes intangible lease costs from our 2011 acquisition of the center.

We will continue to monitor circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary. As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future. If in the future we reduce our estimate of cash flow projections, we may need to record an asset impairment. We have not materially changed the assumptions used in the analysis during the first six months of 2024. However, we can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.



20


3. Investments in Unconsolidated Real Estate Joint Ventures

The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures:
As of June 30, 2024
Joint VentureCenter LocationOwnership %Square Feet
(in 000’s)
Carrying Value of Investment (in millions)
Total Joint Venture Debt, Net
(in millions)(1)
Investments included in investments in unconsolidated joint ventures:
RioCan CanadaOntario, Canada50.0 %665 $72.1  
Investments included in other liabilities:
Charlotte(2)
Charlotte, NC50.0 %399 (21.5)98.4 
National Harbor(2)
National Harbor, MD50.0 %341 (12.4)92.6 
Galveston/Houston (2)
Texas City, TX50.0 %353 (12.8)57.2 
Columbus(2)
Columbus, OH50.0 %355 (4.2)70.4 
50.0 %1,448$(50.9)$318.6 
As of December 31, 2023
Joint VentureCenter LocationOwnership %Square Feet
(in 000’s)
Carrying Value of Investment (in millions)
Total Joint Venture Debt, Net
(in millions)(1)
Investments included in investments in unconsolidated joint ventures:
RioCan CanadaOntario, Canada50.0 %665 71.9  
Investments included in other liabilities:
Charlotte(2)
Charlotte, NC50.0 %399 $(20.8)$99.2 
National Harbor(2)
National Harbor, MD50.0 %341 (13.7)93.3 
Galveston/Houston(2)
Texas City, TX50.0 %353 (13.0)57.1 
Columbus(2)
Columbus, OH50.0 %355 (3.4)70.4 
50.0 %1,448$(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.
(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. The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures.

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,
 2024202320242023
Fee:
Management and marketing$571 $565 $1,128 $1,109 
Leasing and other fees107 53 212 98 
Expense reimbursements from unconsolidated joint ventures1,189 1,109 2,308 2,185 
Total Fees$1,867 $1,727 $3,648 $3,392 


21


Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. 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.

Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):
June 30, 2024December 31, 2023
Assets  
Land$81,008 $82,962 
Buildings, improvements and fixtures463,869 466,496 
Construction in progress255 223 
545,132 549,681 
Accumulated depreciation(209,842)(203,395)
Total rental property, net335,290 346,286 
Cash and cash equivalents17,810 14,040 
Deferred lease costs and other intangibles, net2,404 2,637 
Prepaids and other assets9,241 11,616 
Total assets$364,745 $374,579 
Liabilities and Owners’ Equity  
Mortgages payable, net $318,531 $319,957 
Accounts payable and other liabilities13,292 16,013 
Total liabilities331,823 335,970 
Owners’ equity32,922 38,609 
Total liabilities and owners’ equity$364,745 $374,579 
 Three months ended
Six months ended
Condensed Combined Statements of Operations - Unconsolidated Joint VenturesJune 30,June 30,
2024202320242023
Revenues $23,206 $21,804 $45,702 $43,933 
Expenses: 
Property operating8,876 8,783 16,868 17,255 
General and administrative14 47 130 189 
Depreciation and amortization3,941 5,156 9,021 10,395 
Total expenses12,831 13,986 26,019 27,839 
Other income (expense):
Interest expense(4,548)(4,519)(9,088)(8,920)
Other income118 129 382 268 
Total other expense(4,430)(4,390)(8,706)(8,652)
Net income$5,945 $3,428 $10,977 $7,442 
The Company and Operating Partnership’s share of:  
Net income$2,975 $1,706 $5,491 $3,641 
Depreciation and amortization (real estate related)$2,060 $2,615 $4,600 $5,285 


22


4. Debt Guaranteed by the Company

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

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 June 30, 2024. The Company also guarantees the Operating Partnership’s unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):
As of
June 30, 2024December 31, 2023
Unsecured lines of credit$35,000 $13,000 
Unsecured term loan$325,000 $325,000 

5. Debt of the Operating Partnership

The debt of the Operating Partnership consisted of the following (in thousands):
As ofAs of
June 30, 2024December 31, 2023
Stated Interest Rate(s)Maturity DateMaturity Date With Extension OptionPrincipal
Book Value(1)
Principal
Book Value(1)
Senior, unsecured notes: 
Senior notes3.125%September 2026$350,000 $348,755 $350,000 $348,467 
Senior notes3.875%July 2027300,000 298,749 300,000 298,546 
Senior notes2.750%September 2031400,000 393,268 400,000 392,827 
Unsecured term loan(4)
Adj SOFR +0.94%January 2027January 2028325,000 322,752 325,000 322,322 
Mortgages payable:
Atlantic City(2) (3)
6.44 %-7.65%December 2024- December 20269,817 10,010 12,336 12,613 
     SouthavenAdj SOFR+2.00%October 2026October 202751,700 51,477 51,700 51,428 
Unsecured lines of credit Adj SOFR+0.85%April 2028April 202935,000 35,000 13,000 13,000 
Total
$1,471,517 $1,460,011 $1,452,036 $1,439,203 
(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.
(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.

23


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

Certain of our properties, which had a net book value of approximately $241.2 million at June 30, 2024, serve as collateral for mortgages payable. As of June 30, 2024, we maintained unsecured lines of credit that provided for borrowings of up to $620.0 million. The unsecured lines of credit as of June 30, 2024 included a $20.0 million liquidity line and a $600.0 million syndicated line. The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances.
The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed FFO, as defined in the agreements, for the prior fiscal year on an annual basis or 95% of FFO on a cumulative basis. As of June 30, 2024, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities and principal amortization of the existing long-term debt as of June 30, 2024 for the next five years and thereafter are as follows (in thousands):
Calendar YearAmount
For the remainder of 2024$2,611 
20251,501 
2026407,405 
2027625,000 
202835,000 
Thereafter400,000 
Subtotal1,471,517 
Net discount and debt origination costs(11,506)
Total$1,460,011 
We have considered our short-term (one-year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.
 
24


6. Derivative Financial Instruments

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):
Fair Value
Effective DateMaturity DateNotional AmountBank Pay RateCompany Fixed Pay RateJune 30, 2024December 31, 2023
Assets (Liabilities)(1):
July 1, 2019February 1, 2024$25,000 Daily SOFR1.7 %$ $88 
January 1, 2021February 1, 2024150,000 Daily SOFR0.5 % 692 
January 1, 2021February 1, 2024100,000 Daily SOFR0.2 % 497 
March 1, 2021February 1, 202425,000 Daily SOFR0.2 % 124 
Total$300,000 0.4 %$ $1,401 
February 1, 2024February 1, 202675,000 Daily SOFR3.5 %1,419 670 
February 1, 2024August 1, 202675,000 Daily SOFR3.7 %1,166 54 
February 1, 2024January 1, 2027175,000 Daily SOFR4.2 %893 (2,435)
Total$325,000 3.9 %$3,478 $(1,711)
(1)    Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets.

The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, with various counterparties. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.

Changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

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,
2024202320242023
Interest Rate Swaps (Effective Portion):
Amount of gain (loss) recognized in other comprehensive income (loss)$680 $(373)$3,889 $(3,799)
25


7. Fair Value Measurements

Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:
TierDescription
Level 1Observable inputs such as quoted prices in active markets
Level 2Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

Fair Value Measurements on a Recurring Basis

The following table sets forth our assets and liabilities that are measured at fair value within the fair value hierarchy (in thousands):
Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of June 30, 2024:
Assets:
Interest rate swaps (prepaids and other assets)$3,570  $3,570 $ 
Total assets$3,570 $ $3,570 $ 
Liabilities:
Interest rate swaps (other liabilities)$(91)$ $(91)$ 
Total liabilities$(91)$ $(91)$ 

Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of December 31, 2023:
Asset:
Interest rate swaps (prepaids and other assets)$2,708 $ $2,708 $ 
Total assets$2,708 $ $2,708 $ 
Liabilities:
Interest rate swaps (other liabilities)$(3,018)$ $(3,018)$ 
Total liabilities$(3,018)$ $(3,018)$ 

Fair values of interest rate swaps are estimated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions.

26


Other Fair Value Disclosures

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, 2024December 31, 2023
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities$ $ 
Level 2 Significant Observable Inputs935,505 918,091 
Level 3 Significant Unobservable Inputs424,991 401,609 
Total fair value of debt$1,360,496 $1,319,700 
Recorded value of debt$1,460,011 $1,439,203 

Our senior unsecured notes are publicly-traded which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the hierarchy. Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation. Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all SOFR based instruments. When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value.

The carrying values of cash and cash equivalents, short-term investments, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments. Short-term government securities and our certificates of deposit included in short-term investments are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market.

8. Shareholders’ Equity of the Company

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.

At-the-Market Offering

Under our at-the-market stock offering (“ATM Offering”) program, which commenced February 2021, and was replaced with a new program in December 2023, we may offer and sell our common shares, $0.01 par value per share, 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 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.







27


Share Repurchase Program

In May 2023, the Board authorized the repurchase of up to $100.0 million of the Company’s outstanding common shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $80.0 million of the Company's outstanding common shares through May 31, 2023. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring common shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 of the Exchange Act. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its 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.
28


9. Partners’ Equity of the Operating Partnership

All operating partnership units issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets. When the Company issues common shares upon the exercise of options, the grant of restricted common share awards, or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company. 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:
Limited Partnership Units
General Partnership UnitsClass AClass BTotal
Balance March 31, 20231,100,000 4,737,982 104,216,253 108,954,235 
Options exercised  4,600 4,600 
Forfeitures of restricted common share awards by the Company  (73,440)(73,440)
Units withheld for employee income taxes  (61,632)(61,632)
Balance June 30, 20231,100,000 4,737,982 104,085,781 108,823,763 
Balance December 31, 20221,100,000 4,737,982 103,397,920 108,135,902 
Options exercised  7,200 7,200 
Grant of restricted common share awards by the Company, net of forfeitures  1,042,932 1,042,932 
Units withheld for employee income taxes  (362,271)(362,271)
Balance June 30, 20231,100,000 4,737,982 104,085,781 108,823,763 
Balance March 31, 20241,150,000 4,707,958 108,216,452 112,924,410 
Options exercised  900 900 
Forfeitures of restricted common share awards by the Company  (13,816)(13,816)
Units withheld for employee income taxes    
Balance June 30, 20241,150,000 4,707,958 108,203,536 112,911,494 
Balance December 31, 20231,150,000 4,707,958 107,643,251 112,351,209 
Options exercised  25,000 25,000 
Grant of restricted common share awards by the Company, net of forfeitures  774,715 774,715 
Issuance of deferred share units  136,469 136,469 
Units withheld for employee income taxes  (375,899)(375,899)
Balance June 30, 20241,150,000 4,707,958 108,203,536 112,911,494 


29


10. 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,
 2024202320242023
Numerator:
Net income attributable to Tanger Inc.$24,840 $24,202 $47,253 $47,743 
Less allocation of earnings to participating securities(229)(257)(460)(456)
Net income available to common shareholders of Tanger Inc.$24,611 $23,945 $46,793 $47,287 
Denominator:
Basic weighted average common shares108,683 104,367 108,526 104,228 
Effect of notional units600 722 582 668 
Effect of outstanding options910 773 916 758 
Diluted weighted average common shares110,193 105,862 110,024 105,654 
Basic earnings per common share:
Net income $0.23 $0.23 $0.43 $0.45 
Diluted earnings per common share:
Net income $0.22 $0.23 $0.43 $0.45 

We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.

Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period. For the three and six months ended June 30, 2024, approximately 122,375 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive. For the three and six months ended June 30, 2023, no notional units were excluded from the computation.

With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period. For the three and six months ended June 30, 2024, no options were excluded from the computation and for the three and six months ended June 30, 2023, approximately 499,700 options were excluded from the computation as they were anti-dilutive.

The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.

Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards based on dividends declared and the unvested restricted common shares’ participation rights in undistributed earnings. Unvested restricted common shares that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method.
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11. Earnings Per Unit of the Operating Partnership

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,
 2024202320242023
Numerator:   
Net income attributable to partners of the Operating Partnership$25,915 $25,300 $49,301 $49,912 
Less allocation of earnings to participating securities(229)(257)(460)(456)
Net income available to common unitholders of the Operating Partnership$25,686 $25,043 $48,841 $49,456 
Denominator:
Basic weighted average common units113,391 109,105 113,234 108,966 
Effect of notional units600 722 582 668 
Effect of outstanding options910 773 916 758 
Diluted weighted average common units114,901 110,600 114,732 110,392 
Basic earnings per common unit:
Net income $0.23 $0.23 $0.43 $0.45 
Diluted earnings per common unit:
Net income $0.22 $0.23 $0.43 $0.45 

We determine diluted earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.

Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period. For the three and six months ended June 30, 2024, approximately 122,375 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive. For the three and six months ended June 30, 2023, no notional units were excluded from the computation.

With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period. The market price of a common unit is considered to be equivalent to the market price of a Company common share. For the three 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.

Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the corresponding unvested restricted unit awards on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards based on distributions declared and the unvested restricted units’ participation rights in undistributed earnings. Unvested restricted common units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per unit computation if the effect is dilutive, using the treasury stock method.






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12. Equity-Based Compensation of the Company

We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc. and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants. Per the Operating Partnership’s limited partnership agreement, when a common share is issued by the Company, the Operating Partnership issues one corresponding operating partnership unit to the Company’s wholly-owned subsidiary, the Tanger LP Trust. Therefore, when the Company grants an equity-based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term “we” refers to the Company and the Operating Partnership together and the term “shares” is meant to also include corresponding units of the Operating Partnership.

We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):
Three months endedSix months ended
June 30,June 30,
 2024202320242023
Restricted common shares $1,583 $1,982 $3,941 $3,736 
Notional unit performance awards941 1,262 1,992 1,646 
Options85 137 172 270 
Total equity-based compensation$2,609 $3,381 $6,105 $5,652 


Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
Three months endedSix months ended
June 30,June 30,
 2024202320242023
Equity-based compensation expense capitalized$79 $71 $153 $123 

Restricted Common Share and Restricted Share Unit Awards

During February 2024, the Company granted approximately 253,000 restricted common shares to the Company’s non-employee directors and the Company’s executive officers. The grant date fair value of the awards was $26.78 per share. The restricted common shares vest ratably over a three-year period on February 15th of each year for executive officers and over a one-year period on February 15th for non-employee directors. 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. These amounts are reflected as financing activities within the consolidated statements of cash flows.








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2024 Performance Share Plan

During 2024, the Compensation Committee of the Company approved the general terms of the Tanger Inc. 2024 Performance Share Plan (the “2024 PSP”) covering the Company's executive officers whereby a maximum of approximately 367,000 restricted common shares may be earned if certain share price appreciation goals are achieved over a three-year measurement period. The 2024 PSP is a long-term incentive compensation plan. Recipients may earn units which may convert into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period. Any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50% of the shares vesting immediately following the measurement period, and the remaining 50% vesting one-year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or, (c) due to death or disability).

The following table sets forth 2024 PSP performance targets and other relevant information about the 2024 PSP:
Performance targets (1)
Absolute portion of award:
Percent of total award33.3%
Absolute total shareholder return range26%-40.5%
Percentage of units to be earned20%-100%
Relative portion of award:
Percent of total award66.7%
Percentile rank of peer group range(2)
30th-80th
Percentage of units to be earned20%-100%
Maximum number of restricted common shares that may be earned367,000 
February grant date fair value per share $16.36
(1)The number of restricted common shares received under the 2024 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company’s peer group.
(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:
Risk free interest rate (1)
4.4 %
Expected dividend yield (2)
4.3 %
Expected volatility (3)
37 %
(1)Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants.
(2)The dividend yield is calculated utilizing the average dividend yield over the previous three-year period and the current dividend yield as of the valuation date.
(3)Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.

2021 Performance Share Plan

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

33


13. 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):

Tanger Inc. Accumulated Other Comprehensive Income (Loss)Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)
Foreign CurrencyCash flow hedgesTotalForeign CurrencyCash flow hedgesTotal
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 $(1,154)
Tanger Inc. Accumulated Other Comprehensive Income (Loss)Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)
Foreign CurrencyCash flow hedgesTotalForeign CurrencyCash flow hedgesTotal
Balance December 31, 2023$(23,085)$(434)$(23,519)$(1,293)$19 $(1,274)
Other comprehensive income before reclassifications(876) (876)(38) (38)
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
 3,728 3,728  158 158 
Balance June 30, 2024$(23,961)$3,294 $(20,667)$(1,331)$177 $(1,154)
Tanger Inc. Accumulated Other Comprehensive Income (Loss)Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)
Foreign CurrencyCash flow hedgesTotalForeign CurrencyCash flow hedgesTotal
Balance March 31, 2023$(24,361)$10,202 $(14,159)$(1,344)$489 $(855)
Other comprehensive income before reclassifications1,174  1,174 53  53 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
 (357)(357) (16)(16)
Balance June 30, 2023$(23,187)$9,845 $(13,342)$(1,291)$473 $(818)
34


Tanger Inc. Accumulated Other Comprehensive Income (Loss)Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)
Foreign CurrencyCash flow hedgesTotalForeign CurrencyCash flow hedgesTotal
Balance December 31, 2022$(24,516)$13,479 $(11,037)$(1,351)$638 $(713)
Other comprehensive income before reclassifications1,329  1,329 60  60 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
 (3,634)(3,634) (165)(165)
Balance June 30, 2023$(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.


35


14. 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):
Foreign CurrencyCash flow hedgesAccumulated Other Comprehensive Income (Loss)
Balance March 31, 2024$(25,250)$2,792 $(22,458)
Other comprehensive income (loss) before reclassifications(39) (39)
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 679 679 
Balance June 30, 2024$(25,289)$3,471 $(21,818)
Foreign CurrencyCash flow hedgesAccumulated Other Comprehensive Income (Loss)
Balance December 31, 2023$(24,376)$(417)$(24,793)
Other comprehensive income before reclassifications(913) (913)
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
 3,888 3,888 
Balance June 30, 2024$(25,289)$3,471 $(21,818)
Foreign CurrencyCash flow hedgesAccumulated Other Comprehensive Income (Loss)
Balance March 31, 2023$(25,705)$10,691 $(15,014)
Other comprehensive income (loss) before reclassifications1,227  1,227 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges (373)(373)
Balance June 30, 2023$(24,478)$10,318 $(14,160)
Foreign CurrencyCash flow hedgesAccumulated Other Comprehensive Income (Loss)
Balance December 31, 2022$(25,867)$14,117 $(11,750)
Other comprehensive loss before reclassifications1,389  1,389 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
 (3,799)(3,799)
Balance June 30, 2023$(24,478)$10,318 $(14,160)

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.
36


15.    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. 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 endedSix months ended
June 30,June 30,
2024202320242023
Rental revenues - fixed$99,174 $82,815 $195,153 $164,702 
Rental revenues - variable (1)
23,145 21,773 44,975 43,468 
Rental revenues$122,319 $104,588 $240,128 $208,170 
(1)Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.


16. Supplemental Cash Flow Information

We purchase capital equipment and incur costs relating to construction of facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows (in thousands):
As ofAs of
 June 30, 2024June 30, 2023
Costs relating to construction included in accounts payable and accrued expenses$15,708 $24,953 

Interest paid, net of interest capitalized was as follows (in thousands):
Six months ended
June 30,
20242023
Interest paid$26,681 $20,527 




















37


17. New Accounting Pronouncements

Recently issued accounting standards

On August 22, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, an update to Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASU 2023-05”). ASU 2023-05 clarifies existing guidance by requiring a joint venture to recognize and initially measure assets contributed and liabilities assumed at fair value, upon its formation. These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. We are evaluating the impact of ASU 2023-05 on our consolidated financial statements. We will apply the provisions of ASU 2023-05 to new joint ventures, as applicable, but do not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 also makes several other changes to income tax disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2024. The guidance should be applied prospectively; however, retrospective application is permitted. Early adoption is permitted. We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

18. Subsequent Events

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.





38



Item 2. 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 results of operations discussion is combined for Tanger Inc. and Tanger Properties Limited Partnership because the results are virtually the same for both entities. The following discussion should be read in conjunction with the unaudited consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the unaudited, consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

Cautionary Statements

Certain statements made in this Quarterly Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and included this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, beliefs and expectations, are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or similar expressions. Such forward-looking statements include, but are not limited to, risks related to pandemics, supply chain and labor issues and rising interest rates on our business, financial results and financial condition; our ability to raise additional capital, including via future issuances of equity and debt, and the use of proceeds from such issuances; our results of operations and financial condition; capital expenditure and working capital needs and the funding thereof; the repurchase of the Company's common shares, including the potential use of a 10b5-1 plan to facilitate repurchases; 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; renewal and re-lease of leased space; the outlook for the retail environment, potential bankruptcies, and other store closings; consumer shopping trends and preferences; the outcome of legal proceedings arising in the normal course of business; and real estate joint ventures. You should exercise caution in relying on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements.






















39


Other important factors that may cause actual results to differ materially from current expectations include, but are not limited to: our inability to develop new retail centers or expand existing retail centers successfully; risks related to the economic performance and market value of our retail centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our acquisitions or dispositions of assets may not achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; competition for tenants with competing retail centers; the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results; environmental regulations affecting our business; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to the impact of macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our dependence on rental income from real property; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; increased costs and reputational harm associated with the increased focus on environmental, sustainability and social initiatives; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; our potential failure to qualify as a REIT; our legal obligation to pay dividends to our shareholders; 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 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); and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.

We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

General Overview
Leasing Activity
Results of Operations
Liquidity and Capital Resources of the Company
Liquidity and Capital Resources of the Operating Partnership
Critical Accounting Estimates
Recent Accounting Pronouncements
Non-GAAP Supplemental Measures
Economic Conditions and Outlook
40



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. 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 CentersUnconsolidated Joint Venture CentersManaged Centers
CenterQuarter Acquired/Developed/DisposedSquare FeetNumber of CentersSquare FeetNumber of CentersSquare FeetNumber of Centers
As of January 1, 202311,353 29 2,113 457 
Additions:
Palm Beach, FloridaThird Quarter— — — — 301 
Nashville, TennesseeFourth Quarter291 — — — — 
Asheville, North CarolinaFourth Quarter382 — — — — 
Huntsville, AlabamaFourth Quarter651 — — — — 
Other13 — — — — — 
As of December 31, 202312,690 32 2,113 758 
Other— — — — — 
As of June 30, 2024
12,692 32 2,113 758 

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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.
Consolidated CentersLegalSquare%
Property NameLocationOwnership %
Feet (4)
Occupied (4)
Tanger Outlets Deer Park
Deer Park, NY
100739,148 99.7 
Tanger Outlets Riverhead
Riverhead, NY (1)
100729,280 94.6 
Bridge Street Town Centre, a Tanger Property
Huntsville, AL
100650,941 87.2 
Tanger Outlets Foley
Foley, AL
100554,736 97.4 
Tanger Outlets Rehoboth Beach
Rehoboth Beach, DE (1)
100547,937 99.2 
Tanger Outlets Atlantic City
Atlantic City, NJ (1) (3)
100484,748 88.3 
Tanger Outlets San Marcos
San Marcos, TX
100471,816 95.8 
Tanger Outlets Sevierville
Sevierville, TN (1)
100450,079 99.6 
Tanger Outlets Savannah
Savannah, GA
100449,583 98.5 
Tanger Outlets Myrtle Beach Hwy 501
Myrtle Beach, SC
100426,523 96.7 
Tanger Outlets Phoenix
Glendale, AZ
100410,753 99.0 
Tanger Outlets Myrtle Beach Hwy 17
Myrtle Beach, SC (1)
100404,710 100.0 
Tanger Outlets Charleston
Charleston, SC
100386,328 100.0 
Tanger Outlets Asheville
Asheville, NC
100381,600 93.4 
Tanger Outlets Lancaster
Lancaster, PA
100376,203 99.3 
Tanger Outlets Pittsburgh
Pittsburgh, PA
100373,863 100.0 
Tanger Outlets Commerce
Commerce, GA
100371,408 97.9 
Tanger Outlets Grand Rapids
Grand Rapids, MI
100357,133 95.0 
Tanger Outlets Fort Worth
Fort Worth, TX
100351,834 99.1 
Tanger Outlets Daytona Beach
Daytona Beach, FL
100351,691 100.0 
Tanger Outlets Branson
Branson, MO
100329,861 99.1 
Tanger Outlets Memphis
Southaven, MS (2) (3)
50324,801 100.0 
Tanger Outlets Atlanta
Locust Grove, GA
100321,082 95.5 
Tanger Outlets Gonzales
Gonzales, LA
100321,066 94.4 
Tanger Outlets Mebane
Mebane, NC
100319,762 100.0 
Tanger Outlets Howell
Howell, MI
100314,438 89.2 
Tanger Outlets Foxwoods
Mashantucket, CT (1)
100311,229 90.2 
Tanger Outlets Nashville
Nashville, TN
100290,667 94.8 
Tanger Outlets Tilton
Tilton, NH
100250,558 94.2 
Tanger Outlets Hershey
Hershey, PA
100249,696 98.4 
Tanger Outlets Hilton Head II
Hilton Head, SC
100206,564 92.3 
Tanger Outlets Hilton Head I
Hilton Head, SC
100181,687100.0 
Totals12,691,725 96.5 
(5)
(1)These properties or a portion thereof are subject to a ground lease.
(2)Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in this venture’s cash flow to exceed our legal ownership percentage. We currently receive substantially all the economic interest of the property.
(3)Property encumbered by mortgage. See Notes 4 and 5 to the consolidated financial statements for further details of our debt obligations.
(4)Excludes square footage and occupancy associated with ground leases to tenants.
(5)Total excludes the Nashville, TN center, which opened in October 2023 and has yet to stabilize.

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Unconsolidated joint venture propertiesLegalSquare%
Property Name
Location
Ownership %
Feet (4)
Occupied (4)
Charlotte Premium Outlets
Charlotte, NC
50398,656 97.7
Tanger Outlets Ottawa
Ottawa, ON
50357,213 95.6
Tanger Outlets Columbus (1)
Columbus, OH
50355,245 99.6
Tanger Outlets Houston (1)
Texas City, TX
50352,705 95.3
Tanger Outlets National Harbor (1)
National Harbor, MD
50341,156 99.4
Tanger Outlets Cookstown
Cookstown, ON
50307,883 91.3
Totals
2,112,858 96.6
(1)Property encumbered by a mortgage. See Note 3 to the consolidated financial statements for further details of the joint venture debt obligations.

LocationSquare Feet
Managed Properties
Tanger Palm Beach(1) Palm Beach, FL
758,156
(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 June 30, 2024 and 2023:
Comparable Space for Executed Leases (1) (2)
Leasing TransactionsSquare Feet
(in 000’s)
New
Initial Rent
(psf) (3)
Rent
Spread
% (4)
Tenant
Allowance
(psf) (5)
Average
Initial Term
(in years)
Total space
2024342 1,682 $39.3315.9 %$7.343.73 
2023375 1,711 $35.4213.8 %$2.353.26 
Comparable and Non-Comparable Space for Executed Leases (1) (2)
Leasing TransactionsSquare Feet
(in 000’s)
New
Initial Rent
(psf) (3)
Tenant
Allowance
(psf) (5)
Average
Initial Term
(in years)
Total space
2024393 1,869 $39.64$11.714.09 
2023439 1,953 $35.39$6.093.63 
(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective trailing 12-month periods and excludes license agreements, seasonal tenants, month-to-month leases and new developments.
(2)Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).
(3)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(4)Represents change in average initial and expiring cash rent (base rent and CAM).
(5)Includes other landlord costs.




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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
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 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):
 20242023Increase/(Decrease)
Rental revenues from existing properties$110,710 $104,837 $5,873 
Revenues from new developments and acquired properties10,864 — 10,864 
Rental revenues from properties disposed133 (125)
Straight-line rent adjustments499 (321)820 
Lease termination fees278 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):
 20242023Increase/(Decrease)
Management and marketing$858 $793 $65 
Leasing and other fees285 220 65 
Expense reimbursements from unconsolidated joint ventures1,189 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.

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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):
 20242023Increase/(Decrease)
Other revenues from existing properties$3,805 $3,931 $(126)
Other revenues from new developments and acquired properties500 — 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):
 20242023Increase/(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 ventures1,189 1,109 80 
Other property operating expenses767 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.

 20242023Increase/(Decrease)
Depreciation and amortization from existing properties$25,729 $25,389 $340 
Depreciation and amortization from new developments and acquired properties8,445 — 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.


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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. 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
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

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 $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):
 20242023Increase/(Decrease)
Rental revenues from existing properties$218,143 $209,258 $8,885 
Revenues from new developments and acquired properties21,499 — 21,499 
Rental revenues from properties disposed— (9)
Straight-line rent adjustments(12)(1,001)989 
Lease termination fees540 533 
Amortization of above and below market rent adjustments, net(42)(103)61 
 $240,128 $208,170 $31,958 

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.

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MANAGEMENT, LEASING AND OTHER SERVICES
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):
 20242023Increase/(Decrease)
Management and marketing$1,718 $1,574 $144 
Leasing and other fees584 277 307 
Expense reimbursements from unconsolidated joint ventures2,308 2,185 123 
$4,610 $4,036 $574 

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

OTHER REVENUES
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):
 20242023Increase/(Decrease)
Other revenues from existing properties$6,663 $7,378 $(715)
Other revenues from new developments and acquired properties926 — 926 
 $7,589 $7,378 $211 

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 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):
 20242023Increase/(Decrease)
Property operating expenses from existing properties$62,041 $63,802 $(1,761)
Properties operating expenses from new developments and acquired properties7,148 — 7,148 
Expenses related to unconsolidated joint ventures2,308 2,185 123 
Other property operating expenses1,517 873 644 
 $73,014 $66,860 $6,154 

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

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DEPRECIATION AND AMORTIZATION
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.

 20242023Increase/(Decrease)
Depreciation and amortization from existing properties$50,949 $51,282 $(333)
Depreciation and amortization from new developments and acquired properties17,085 — 17,085 
 $68,034 $51,282 $16,752 

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%. 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 $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 $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. 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 $1.9 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

In this “Liquidity and Capital Resources of the Company” section, the term “the Company” refers only to Tanger Inc. on an unconsolidated basis, excluding the Operating Partnership.

The Company’s business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company, which are fully reimbursed by the Operating Partnership. The Company does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company’s principal funding requirement is the payment of dividends on its common shares. The Company’s principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.

Through its status as the sole general partner of the Operating Partnership, the Company has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control. The Company causes the Operating Partnership to distribute all, or such portion as the Company may in its discretion determine, of its available cash in the manner provided in the Operating Partnership’s partnership agreement. The Company receives proceeds from equity issuances from time to time, but is required by the Operating Partnership’s partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for partnership units of the Operating Partnership.




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We are a well-known seasoned issuer (as defined in the Securities Act) with a shelf registration that expires in December 2026 that allows the Company to register unspecified, various classes of equity securities and the Operating Partnership to register unspecified, various classes of debt securities. We expect to file a new joint shelf registration statement on Form S-3 prior to the expiration of the current registration statement. As circumstances warrant, the Company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, to develop new or existing properties, to make acquisitions of properties or portfolios of properties, to invest in existing or newly created joint ventures or for general corporate purposes.

The liquidity of the Company is dependent on the Operating Partnership’s ability to make sufficient distributions to the Company. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company. The Company also guarantees some of the Operating Partnership’s debt. If the Operating Partnership fails to fulfill its debt requirements, which trigger the Company’s guarantee obligations, then the Company may be required to fulfill its cash payment commitments under such guarantees. However, the Company’s only material asset is its investment in the Operating Partnership.

The Company believes the Operating Partnership's sources of working capital, specifically its cash flow from operations, cash on hand and, if necessary from time to time, borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its shareholders and to finance its continued operations, investment and growth strategy and additional expenses we expect to incur for at least the next twelve months. However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company. The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to the Company, which will in turn, adversely affect the Company's ability to pay cash dividends to its shareholders. 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, 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. While historically the Company has satisfied this distribution requirement by making cash distributions to its shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company's own shares.

As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not real estate investment trusts can. The Company may need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, as well as potential new developments, expansions and renovations of existing properties, acquisitions, or investments in existing or newly created joint ventures.

The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. The Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. However, all debt is held directly or indirectly at the Operating Partnership level, and the Company has guaranteed some of the Operating Partnership’s unsecured debt as discussed below. 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.




49


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. 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.

In May 2023, the Board authorized the repurchase of up to $100.0 million of the Company’s outstanding shares through May 31, 2025. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring common shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. 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.

Dividends

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

In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the text requires.

Summary of Our Major Sources and Uses of Cash and Cash Equivalents

General Overview
Property rental income represents our primary source to pay property operating expenses, debt service, capital expenditures and distributions, excluding non-recurring capital expenditures, redevelopments, and acquisitions. To the extent that our cash flow from operating activities is insufficient to cover such non-recurring capital expenditures and acquisitions, we finance such activities from cash on hand, borrowings under our unsecured lines of credit, to the extent available, or from the proceeds from the Operating Partnership’s debt offerings and the Company’s equity offerings.

We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through an appropriate mix of fixed and variable rate debt and interest rate hedging strategies, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by maintaining a conservative distribution payout ratio. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements, including without limitation, cash on hand, retained cash flow from operations and debt and equity issuances.

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Our ability to access capital on favorable terms could be affected by various risks and uncertainties, including, but not limited to, macroeconomic conditions, including rising interest rates and inflation, geopolitical conflict and other risks detailed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023.

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,
 20242023Change
Capital expenditures analysis:
New developments and expansions (1)
$13,533 $58,788 $(45,255)
Renovations4,520 1,550 2,970 
Second generation tenant allowances9,056 4,217 4,839 
Other capital expenditures (2)
8,770 12,248 (3,478)
35,879 76,803 (40,924)
Conversion from accrual to cash basis13,212 (4,973)18,185 
Additions to rental property-cash basis$49,091 $71,830 $(22,739)
(1)The decrease in new center developments and expansions is primarily due to development costs at our site in Nashville, TN and other projects in the prior year.
(2)Other capital expenditures in 2024 decreased over the 2023 period due to a lower number of major capital expenditure projects within our existing portfolio.

Potential Future Developments and Acquisitions
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 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"). See the section "Non-GAAP Supplemental Earnings Measures" - "Funds From Operations" below for further discussion of FFO. In addition, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the purchase or sale of properties. Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated.

As of the date of this filing, we are not in the pre-development period for any other new developments. We may use joint venture arrangements to develop potential sites.

In the case of projects to be wholly-owned by us, we expect to fund these projects with cash on hand, borrowings under our unsecured lines of credit and cash flows from operations, but may also fund them with capital from additional public debt and equity offerings. For projects to be developed through joint venture arrangements, we may use collateralized construction loans to fund a portion of the project, with our share of the equity requirements funded from sources described above.

Unconsolidated Real Estate Joint Ventures
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. 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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We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. 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. We believe our joint ventures will be able to fund their operating and capital needs for the next twelve months based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance debt obligations, including the ability to exercise upcoming extensions of near term maturities.

Our joint ventures are typically encumbered by a mortgage on the joint venture property. We provide guarantees to lenders for our joint ventures, which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For secured term loans, we may include a guaranty of completion as well as principal. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.

Our joint ventures are generally subject to buy-sell provisions that are customary for joint venture agreements in the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), which could result in either the sale of our interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based on that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.

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.

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.

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.

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Cash Flows

The following table sets forth our changes in cash flows from June 30, 2024 and 2023 (in thousands):
Six months ended June 30,
 20242023Change
Net cash provided by operating activities$104,017 $98,872 $5,145 
Net cash used in investing activities(47,639)(35,037)(12,602)
Net cash used in financing activities(60,156)(62,648)2,492 
Effect of foreign currency rate changes on cash and equivalents216 (356)572 
Net decrease in cash and cash equivalents$(3,562)$831 $(4,393)

Operating Activities
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, 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 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 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 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.

We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders. The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in December 2026, that allows us to offer and sell unspecified amounts of different classes of securities. To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, property management opportunities, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria. Based on cash provided by operations, existing lines of credit, ongoing relationships with certain financial institutions and our ability to sell debt or issue equity subject to market conditions, we believe that we have access to the necessary financing to fund the planned capital expenditures for at least the next twelve months.
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We anticipate that adequate cash will be available to fund our operating and administrative expenses, regular debt service obligations, and the payment of dividends in accordance with REIT requirements in both the short- and long-term. Although we receive most of our rental payments on a monthly basis, dividends and distributions to shareholders and unitholders, respectively, are typically made quarterly and interest payments on the senior, unsecured notes are made semi-annually. Amounts accumulated for such payments will be used in the interim to reduce the outstanding borrowings under our existing unsecured lines of credit or invested in short-term money market or other suitable instruments.

We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the current macroeconomic environment, including rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our $350.0 million senior notes due September 2026.

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.

Our ATM Offering program also provides that we may sell common shares through forward sale contracts. Actual sales under the ATM Offering program will depend on a variety of factors including market conditions, the trading price of our common shares, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

Derivatives
Throughout 2023, we entered into $325.0 million of forward-starting Daily SOFR interest rate swaps at average fixed pay rate of 3.90%. 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.

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. Our continued compliance with these covenants depends on many factors and could be impacted by current or future economic conditions. Failure to comply with these covenants would result in a default, which, if we were unable to cure or obtain a waiver from the lenders, could accelerate the repayment obligations. Further, in the event of default, the Company may be restricted from paying dividends to its shareholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on us. As a result, we have considered our short-term (one-year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. 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.
Senior unsecured notes financial covenantsRequiredActual
Total Consolidated Debt to Adjusted Total Assets< 60%39 %
Total Secured Debt to Adjusted Total Assets< 40%%
Total Unencumbered Assets to Unsecured Debt> 150%250 %
Consolidated Income Available for Debt Service to Annual Debt Service Charge> 1.5 x5.7 x
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Lines of credit and term loanRequiredActual
Total Liabilities to Total Adjusted Asset Value< 60%36 %
Secured Indebtedness to Total Adjusted Asset Value< 35%%
EBITDA to Fixed Charges> 1.5 x4.5 x
Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value< 60%32 %
Unencumbered Interest Coverage Ratio> 1.5 x5.8 x

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):
Joint Venture
Ownership %
Total Joint
Venture Debt
Maturity DateMaturity Date with OptionInterest RatePercent Guaranteed by the Operating PartnershipMaximum Guaranteed Amount by the Company
Charlotte50%$98.6 July 20284.27%— %$— 
Columbus50%71.0 October 20326.25%— %— 
Galveston/Houston50%58.0 June 2026June 2028SOFR + 3.00%17.2 %10.0 
National Harbor50%92.9 January 20304.63 %— %— 
Debt origination costs (1.9)
50%$318.6 $10.0 


Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. 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.

Recent Accounting Pronouncements

See Note 17 to the consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued.

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NON-GAAP SUPPLEMENTAL MEASURES

Funds From Operations

Funds From Operations (“FFO”) is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (“Nareit”), of which we are a member. In December 2018, Nareit issued “Nareit Funds From Operations White Paper - 2018 Restatement,” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. Nareit defines FFO as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.

FFO is intended to exclude historical cost depreciation of real estate as required by GAAP, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income (loss).

We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. 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 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.

FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

FFO does not reflect changes in, or cash requirements for, our working capital needs;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and

Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.





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Core FFO

We present Core Funds From Operations (“Core FFO”) as a supplemental measure of our performance. We define Core FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Core FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Core FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present Core FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use Core FFO when certain material, unplanned transactions occur as a factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use Core FFO when determining incentive compensation.

Core FFO has limitations as an analytical tool. Some of these limitations are:

Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

Core FFO does not reflect changes in, or cash requirements for, our working capital needs;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Core FFO does not reflect any cash requirements for such replacements;

Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

Other companies in our industry may calculate Core FFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Core FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Core FFO only as a supplemental measure.



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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 endedSix Months Ended
 June 30,June 30,
 2024202320242023
Net income$25,915 $25,300 $49,221 $50,160 
Adjusted for:
Depreciation and amortization of real estate assets - consolidated33,355 24,952 66,407 50,124 
Depreciation and amortization of real estate assets - unconsolidated joint ventures2,060 2,615 4,600 5,285 
FFO61,330 52,867 120,228 105,569 
FFO attributable to noncontrolling interests in other consolidated partnerships— — 80 (248)
Allocation of earnings to participating securities(412)(485)(830)(909)
FFO available to common shareholders (1)
$60,918 $52,382 $119,478 $104,412 
As further adjusted for:
Executive departure-related adjustments (2)
— — 1,554 (806)
Impact of above adjustment to the allocation of earnings to participating securities — — (10)
Core FFO available to common shareholders (1)
$60,918 $52,382 $121,022 $103,612 
FFO available to common shareholders per share - diluted (1)
$0.53 $0.47 $1.04 $0.95 
Core FFO available to common shareholders per share - diluted (1)
$0.53 $0.47 $1.05 $0.94 
 
Weighted Average Shares:
Basic weighted average common shares108,683 104,367 108,526 104,228 
Effect of notional units600 722 582 668 
Effect of outstanding options and restricted common shares910 773 916 758 
Diluted weighted average common shares (for earnings per share computations)110,193 105,862 110,024 105,654 
Exchangeable operating partnership units 4,708 4,738 4,708 4,738 
Diluted weighted average common shares (for FFO and Core FFO per share computations) (1)
114,901 110,600 114,732 110,392 
(1)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.
(2)For the 2024 period, represents executive severance costs and for the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.


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Portfolio Net Operating Income and Same Center Net Operating Income

We present portfolio net operating income (“Portfolio NOI”) and same center net operating income (“Same Center NOI”) as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, impairment charges, loss on early extinguishment of debt and gains or losses on the sale of assets recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods. We present Portfolio NOI and Same Center NOI on a consolidated basis.

We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. 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.

Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.


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Below is a reconciliation of net income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands):
Three months ended
Six Months Ended
June 30,June 30,
2024202320242023
Net income $25,915 $25,300 $49,221 $50,160 
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(2,975)(1,706)(5,491)(3,641)
Interest expense15,700 11,966 30,053 24,309 
Other (income) expense(220)(2,324)(807)(5,124)
Depreciation and amortization34,174 25,389 68,034 51,282 
Other non-property income
(405)(973)(801)(1,021)
Corporate general and administrative expenses18,836 18,298 38,325 35,724 
Non-cash adjustments (1)
(366)481 242 1,301 
Lease termination fees(278)(1)(540)(7)
Portfolio NOI - Consolidated90,381 76,430 178,236 152,983 
Non-same center NOI - Consolidated
(8,020)(106)(15,276)40 
Same Center NOI - Consolidated (2)
$82,361 $76,324 $162,960 $153,023 
(1)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(2)Centers excluded from Same Center NOI Cash Basis:
CenterDateEvent
Nashville, TNOctober 2023New Development
Asheville, NCNovember 2023Acquired
Huntsville, ALNovember 2023Acquired


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Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive officer severance, certain executive departure-related adjustments, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.

We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, gain on sale of non-real estate asset, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.

We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
They do not reflect our net interest expense;

They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;

Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and

Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.
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Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands):
Three months endedSix Months Ended
June 30,June 30,
2024202320242023
Net income $25,915 $25,300 $49,221 $50,160 
Adjusted to exclude:
Interest expense, net 15,444 9,522 29,595 19,301 
Income tax expense (benefit)87 164 (248)(36)
Depreciation and amortization34,174 25,389 68,034 51,282 
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 endedSix Months Ended
June 30,June 30,
2024202320242023
Net income $25,915 $25,300 $49,221 $50,160 
Adjusted to exclude:
Interest expense, net 15,444 9,522 29,595 19,301 
Income tax expense (benefit)87 164 (248)(36)
Depreciation and amortization34,174 25,389 68,034 51,282 
Pro-rata share of interest expense, net - unconsolidated joint ventures 2,184 2,195 4,353 4,326 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures2,060 2,615 4,600 5,285 
EBITDAre$79,864 $65,185 $155,555 $130,318 
Executive departure-related adjustments (1)
— — 1,554 (806)
Adjusted EBITDAre$79,864 $65,185 $157,109 $129,512 
(1)For the 2024 period, represents executive severance costs and for the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

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ECONOMIC CONDITIONS AND OUTLOOK

We are closely monitoring the impact of the overall macroeconomic environment on all aspects of our business and geographies, including how it will impact our tenants and business partners, along with continuing to monitor retail challenges such as supply chain and labor issues, inflationary pressures and rising interest rates. While we believe many of these retailers are proactively navigating this situation, the ultimate impact of interest rates, inflation, labor and supply chain issues and overall macroeconomic environment is unknown.

A portion of our rental revenues are derived from rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants’ sales would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, health concerns, legislative changes that increase the cost of their operations or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales.

In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations.

Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year. 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.

The majority of our leases contain provisions designed to mitigate the impact of inflation. Such provisions include clauses for the escalation of base rent and clauses enabling us to receive percentage rentals based on tenants’ gross sales (above predetermined levels) which generally increase as prices rise. A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in costs and operating expenses resulting from inflation.

Our centers typically include well-known, national, brand name companies. 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.

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

We are exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates.

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Interest Rate Risk

We may periodically enter into certain interest rate protection and interest rate swap agreements to effectively convert existing floating rate debt to a fixed rate basis. We do not enter into derivatives or other financial instruments for trading or speculative purposes. As of June 30, 2024 we have interest rate swap agreements in effect to fix the interest rates on outstanding debt with notional amounts totaling $325.0 million. Over the course of 2023, we entered into these interest rate swap agreements that became effective on February 1, 2024 to replace $300.0 million of expiring interest rate swaps as part of our interest rate risk management strategy. The current derivatives have an average fixed pay rate of 3.90% and end at various dates from February 1, 2026 to January 1, 2027. See Note 6 to the consolidated financial statements for additional details related to our outstanding derivatives.

As of June 30, 2024, 6% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore was subject to market fluctuations. A change in the SOFR index of 100 basis points would result in an increase or decrease of approximately $867,000 in interest expense on an annual basis.

The interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on our three investment grade credit ratings. As of June 30, 2024, there was a $35.0 million outstanding balance under our unsecured lines of credit. An increase in our credit rating would provide a decrease in interest expense. If downgrades to our credit ratings occur, interest expense could increase depending upon the level of downgrade.

The information presented herein is merely an estimate and has limited predictive value. As a result, the ultimate effect upon our operating results of interest rate fluctuations will depend on the interest rate exposures that arise during the period, our hedging strategies at that time and future changes in the level of interest rates.

The estimated fair value 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, 2024December 31, 2023
Fair value of debt$1,360,496 $1,319,700 
Recorded value of debt$1,460,011 $1,439,203 

A 100 basis point increase from prevailing interest rates at June 30, 2024 and December 31, 2023 would result in a decrease in fair value of total consolidated debt of approximately $37.2 million and $40.1 million, respectively. Refer to Note 7 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments.

Foreign Currency Risk

We are also exposed to foreign currency risk on investments in centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar. To mitigate some of the risk related to changes in foreign currency, cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activities, if applicable, or converted to US dollars and utilized to repay amounts outstanding under our unsecured lines of credit, if any. Accordingly, cash held in Canadian Dollars at any point in time is insignificant. We generally do not hedge currency translation exposures.










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Item 4. Controls and Procedures

Tanger Inc. Controls and Procedures

The President and Chief Executive Officer, Stephen J. Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Chief Investment Officer, Michael J. Bilerman (Principal Financial Officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and concluded that, as of June 30, 2024, the Company’s disclosure controls and procedures were effective. There were no changes to the Company’s internal control over financial reporting during the quarter ended June 30, 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Tanger Properties Limited Partnership Controls and Procedures

The President and Chief Executive Officer, Stephen J. Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Chief Investment Officer, Michael J. Bilerman (Principal Financial Officer), evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) and concluded that, as of June 30, 2024, the Operating Partnership's disclosure controls and procedures were effective. There were no changes to the Operating Partnership’s internal control over financial reporting during the quarter ended June 30, 2024, that materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and the Operating Partnership are, from time to time, engaged in a variety of legal proceedings arising in the normal course of business. Although the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of such proceedings will not have a material adverse effect on our results of operations or financial condition.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2023.
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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

(a) None.

(b) None.

(c) Issuer Purchases of Equity Securities

In May 2023, the Board authorized the repurchase of up to $100.0 million of the Company’s outstanding common shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $80.0 million of the Company’s outstanding common shares through May 31, 2023.

Repurchases of common shares may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. 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 during the three months ended June 30, 2024. The remaining amount authorized to be repurchased under the program as of June 30, 2024 was approximately $100.0 million of common shares.

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
April 1, 2024 to April 30, 2024— $— — $100.0 
May 1, 2024 to May 31, 2024— — — 100.0 
June 1, 2024 to June 30, 2024— — — 100.0 
Total— $— — $100.0 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

During the three months ended June 30, 2024, none of the Company's directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K of the Securities Exchange Act of 1934.
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Item 6. Exhibits
Exhibit NumberExhibit Descriptions
10.1 
    
10.2 
31.1*
31.2*
31.3*
31.4*
32.1**
32.2**
32.3**
32.4**
101.INS*Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATE: August 5, 2024
TANGER INC.
By:/s/ Michael J. Bilerman
 Michael J. Bilerman
 Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)
 
TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger Inc., its sole general partner
By:/s/ Michael J. Bilerman
 Michael J. Bilerman
 Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)



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