Annual report pursuant to Section 13 and 15(d)

Investments in Unconsolidated Real Estate Joint Ventures

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Investments in Unconsolidated Real Estate Joint Ventures
 12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Real Estate Joint Ventures 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 December 31, 2023
Joint Venture
Center Locations
 Ownership % 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 Canada
Ontario, Canada
 50.0  % 665  $ 71.9  — 
Investments included in other liabilities:
Charlotte (2)
Charlotte, NC 50.0  % 399  $ (20.8) $ 99.2 
National Harbor (2)
National Harbor, MD 50.0  % 341  (13.7) 93.3 
Galveston/Houston (2)
Texas City, TX 50.0  % 353  (13.0) 57.1 
Columbus Columbus, OH 50.0  % 355  (3.4) 70.4 
$ (50.9) $ 320.0 
As of December 31, 2022
Joint Venture
Center Locations
 Ownership % 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 Canada
Ontario, Canada
 50.0  % 665  $ 73.8  — 
Investments included in other liabilities:
Charlotte (2)
Charlotte, NC 50.0  % 399  $ (18.8) $ 99.7 
National Harbor (2)
National Harbor, MD 50.0  % 341  (12.8) 94.6 
Galveston/Houston (2)
Texas City, TX 50.0  % 353  (15.5) 64.5 
Columbus Columbus, OH 50.0  % 355  (2.4) 70.3 
$ (49.5) $ 329.0 
(1)Net of debt origination costs of $2.1 million and $1.5 million as of December 31, 2023 and 2022, respectively.
(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):
Year Ended December 31,
2023 2022 2021
Fees:
Management and marketing $ 2,196  $ 2,207  $ 2,347 
Leasing and other fees 330  194  228 
Expense reimbursements from unconsolidated joint ventures 4,881  4,432  3,836 
Total Fees $ 7,407  $ 6,833  $ 6,411 

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 bases (totaling $2.8 million and $3.2 million as of December 31, 2023 and 2022, respectively) are amortized over the various useful lives of the related assets.

Charlotte

In July 2014, we opened an approximately 398,000 square foot center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013. In June 2018, the joint venture closed on a $100.0 million mortgage loan with a fixed interest rate of approximately 4.3% and a maturity date of July 2028. The proceeds from the loan were used to pay off the existing $90.0 million mortgage loan with an interest rate of LIBOR + 1.45%, which had an original maturity date of November 2018. The joint venture distributed the incremental net loan proceeds of $9.3 million equally to its partners. Our partner provides property management, marketing and leasing services to the joint venture.

Columbus

In June 2016, we opened an approximately 355,000 square foot center in Columbus, Ohio. The development was initially fully funded with equity contributed to the joint venture by the Company and its partner. In September 2022, the joint venture refinanced its mortgage. The $71.0 million non-recourse loan has a maturity date of October 2032 and a fixed interest rate of 6.25%. We provide property management, marketing and leasing services to the joint venture.

Galveston/Houston

In October 2012, we opened an approximately 353,000 square foot center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011. In February 2021, the Galveston/Houston joint venture amended its mortgage loan to extend the maturity date to June 2023, which required a reduction in principal balance from $80.0 million to $64.5 million. The amendment also changed the interest rate from LIBOR + 1.65% to LIBOR + 1.85%. Each partner made a capital contribution of $7.0 million to fund the reduction in principal balance.

In June 2023, the joint venture completed the refinance of its mortgage, resulting in a reduction in principal balance from $64.5 million to $58.0 million. The new loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00%. In conjunction with this refinancing, the joint venture entered into a $29.0 million interest rate swap agreement that fixes Daily SOFR at 4.44% until December 2025. We provide property management, marketing and leasing services to the joint venture.
National Harbor

In November 2013, we opened an approximately 341,000 square foot center at National Harbor in the Washington, D.C. Metro area that was developed through, and is owned by, a joint venture formed in May 2011. In December 2018, the joint venture closed on a $95.0 million mortgage loan with a fixed interest rate of approximately 4.6% and a maturity date of January 2030. The proceeds from the loan were used to pay off the $87.0 million construction loan with an interest rate of LIBOR + 1.65%, which had an original maturity date of November 2019. The joint venture distributed the incremental net loan proceeds of $7.4 million equally to its partners. We provide property management, marketing and leasing services to the joint venture.

RioCan Canada

We have a 50/50 co-ownership agreement with RioCan Real Estate Investment Trust to operate and manage centers in Canada. We provide leasing and marketing services for the centers and RioCan provides development and property management services.

In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Center in Canada. In 2016, the co-owners commenced construction on an approximately 39,000 square foot expansion, which opened during the second quarter of 2017 to bring the total square feet of the center to approximately 357,000. In November 2020, the RioCan joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $5.5 million, at a gain of approximately $2.0 million. Our share of the net proceeds was approximately $2.8 million, and our share of the gain was approximately $1.0 million.
In addition, the RioCan Canada co-owners own Tanger Outlets Cookstown, which is approximately 308,000 square feet.

In March 2021, the joint venture closed on the sale of its approximately 116,000 square foot center in Saint-Sauveur, for net proceeds of approximately $9.4 million. Our share of the net proceeds was approximately $4.7 million. As a result of this transaction, we recorded a loss on the sale of $3.7 million. This includes a $3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.
Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands):
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures 2023 2022
Assets
Land $ 82,962  $ 81,716 
Buildings, improvements and fixtures 466,496  458,190 
Construction in progress 223  681 
549,681  540,587 
Accumulated depreciation (203,395) (182,731)
Total rental property, net 346,286  357,856 
Cash and cash equivalents 14,040  17,372 
Deferred lease costs, net 2,637  2,895 
Prepaids and other assets 11,616  10,612 
Total assets $ 374,579  $ 388,735 
Liabilities and Owners' Equity
Mortgages payable, net $ 319,957  $ 329,009 
Accounts payable and other liabilities 16,013  15,374 
Total liabilities 335,970  344,383 
Owners' equity 38,609  44,352 
Total liabilities and owners' equity $ 374,579  $ 388,735 
Condensed Combined Statements of Operations- Unconsolidated Joint Ventures: Year Ended December 31,
2023 2022 2021
Revenues $ 90,616  $ 87,709  $ 88,120 
Expenses:
Property operating 35,212  34,297  35,111 
General and administrative 334  257  278 
Depreciation and amortization 20,728  21,749  22,947 
Total expenses 56,274  56,303  58,336 
Other income (expense):
Interest expense (18,107) (14,174) (11,715)
Gain on sale of assets —  —  503 
Other non-operating income 549  230  160 
Total other income (expense) $ (17,558) $ (13,944) $ (11,052)
Net income $ 16,784  $ 17,462  $ 18,732 
The Company and Operating Partnership's share of:
Net income $ 8,240  $ 8,594  $ 8,904 
Depreciation, amortization and asset impairments (real estate related) $ 10,514  $ 11,018  $ 11,618