EX-99.1 2 skt8kex991september302023.htm EX-99.1 Document

EXHIBIT 99.1



















a64009_secxdigitalcoverxcr.gif





Earnings Release and
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023



Table of Contents
Section
Earnings Release
Portfolio Data:
Summary Operating Metrics
Geographic Diversification
Property Summary - Occupancy at End of Each Period Shown
Portfolio Occupancy at the End of Each Period
Outlet Center Sales Per Square Foot Ranking
Top 25 Tenants Based on Percentage of Total Annualized Base Rent
Lease Expirations as of September 30, 2023
Capital Expenditures
Leasing Activity
Development Summary
 
Financial Data:
 
Consolidated Balance Sheets
Consolidated Statements of Operations
Components of Rental Revenues
Unconsolidated Joint Venture Information
Debt Outstanding Summary
Future Scheduled Principal Payments
Financial Covenants
Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings
Non-GAAP and Supplemental Measures:
FFO and FAD Analysis
Portfolio NOI and Same Center NOI
Adjusted EBITDA and EBITDAre
Net Debt
Pro Rata Balance Sheet Information
Pro Rata Statement of Operations Information
Guidance for 2023
Non-GAAP Definitions
Investor Information




News Release
Tanger Reports Third Quarter Results and Raises Full-Year 2023 Guidance
Grows Occupancy by 80 Basis Points Sequentially and 150 Basis Points Year over Year
Achieves 7th Consecutive Quarter of Positive Rent Spreads
Opens Tanger Outlets Nashville 96.5% Leased

Greensboro, NC, November 6, 2023, Tanger® (NYSE:SKT), a leading owner and operator of upscale open-air outlet centers, today reported financial results and operating metrics for the three and nine months ended September 30, 2023.

“We are pleased to announce another quarter of strong results, the grand opening of Tanger Outlets Nashville, a recent 6% dividend increase and a raise in our full-year 2023 earnings guidance,” said Stephen Yalof, President and Chief Executive Officer. “Our strategic plan to elevate and diversify our tenant mix, drive total rents and leverage our platform to realize additional growth is reflected in our solid performance, with double-digit rent spreads, occupancy growth, high renewal rates and continued operating efficiencies.”

Mr. Yalof continued, “Tanger Nashville opened to the public in late October at 96.5% leased as a testament to retailer demand for our platform of open-air shopping that can offer a truly differentiated experience to guests and retailers alike. With our strong balance sheet and liquidity, we believe Tanger has the flexibility to execute on our long-term growth strategies and unlock additional value for our shareholders.”

Third Quarter Results

Net income available to common shareholders was $0.26 per share, or $27.2 million, compared to $0.22 per share, or $23.0 million, for the prior year period.
Funds From Operations (“FFO”) available to common shareholders was $0.50 per share, or $55.8 million, compared to $0.47 per share, or $51.7 million, for the prior year period.
Core Funds From Operations (“Core FFO”) available to common shareholders was $0.50 per share, or $55.8 million, compared to $0.47 per share, or $51.7 million, for the prior year period.

Year-to-Date Results

Net income available to common shareholders was $0.70 per share, or $74.5 million, compared to $0.60 per share, or $63.0 million, for the prior year period.
FFO available to common shareholders was $1.45 per share, or $160.2 million, compared to $1.37 per share, or $149.9 million, for the prior year period.
Core FFO available to common shareholders was $1.44 per share, or $159.4 million, compared to $1.37 per share, or $149.9 million, for the prior year period. Core FFO for the first nine months of 2023 excluded the reversal of previously expensed compensation related to a voluntary executive departure of $0.01 per share, or $0.8 million. Core FFO for the first nine months of 2022 excluded $0.02 per share, or $2.4 million, related to certain executive severance costs, offset by a gain on sale of the corporate aircraft of $0.02 per share, or $2.4 million. The Company does not consider these items indicative of its ongoing operating performance.

FFO and Core FFO are widely accepted supplemental non-GAAP financial measures used in the real estate industry to measure and compare the operating performance of real estate companies. Complete reconciliations containing adjustments from GAAP net income to FFO and Core FFO, if applicable, are included in this release. Per share amounts for net income, FFO and Core FFO are on a diluted basis.

Operating Metrics

Key portfolio results for the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, were as follows:

Occupancy was 98.0% on September 30, 2023, compared to 97.2% on June 30, 2023 and 96.5% on September 30, 2022
Same center net operating income (“Same Center NOI”), which is presented on a cash basis, increased 7.6% to $87.9 million for the third quarter of 2023 from $81.7 million for the third quarter of 2022 driven by higher rental revenues from increased base rent and expense recoveries, as well as out-of-period rent collections. Same Center NOI for the year-to-date period increased 6.5% to $254.5 million for the first nine months of 2023 from $239.0 million for the first nine
i


months of 2022, benefiting from occupancy gains, rent growth, operating expense efficiencies, expense timing and the mild winter experienced in the first quarter of 2023
Average tenant sales productivity of $437 per square foot for the twelve months ended September 30, 2023 decreased 1.4% compared to $443 per square foot for the twelve months ended June 30, 2023 and decreased 2.0% from $446 per square foot for the twelve months ended September 30, 2022
On a same center basis, average tenant sales per square foot of $437 per square foot for the twelve months ended September 30, 2023 decreased 1.4% compared to $443 per square foot for the twelve months ended June 30, 2023 and decreased 2.2% from $447 per square foot for the twelve months ended September 30, 2022
The occupancy cost ratio (“OCR”), representing annualized occupancy costs as a percentage of tenant sales, was 9.1% for the twelve months ended September 30, 2023 compared to 9.0% for the twelve months ended June 30, 2023 and 8.5% for the twelve months ended September 30, 2022
Lease termination fees (which are excluded from Same Center NOI) for the total portfolio totaled $409,000 for the third quarter of 2023 and $484,000 for the first nine months of 2023, compared to $228,000 for the third quarter of 2022 and $2.9 million for the first nine months of 2022

Same Center NOI is a supplemental non-GAAP financial measure of operating performance. A complete definition of Same Center NOI and a reconciliation to the nearest comparable GAAP measure is included in this release.

Transaction Activity

Tanger Outlets Nashville, the Company’s newest development, opened on October 27, 2023 and is 96.5% leased. The center is approximately 291,000 square feet and is estimated to cost between $144 million and $146 million with a projected stabilized yield range of 7.5% to 8.0%. Through September 30, 2023, Tanger had incurred costs of $119.0 million associated with this development.

The open-air center offers shopping and dining across seven retail buildings and a unique, placemaking community space. Tanger Nashville reflects the Company’s commitment to diversify and enhance the shopping experience for its customers with nearly one quarter of the center’s dynamic assortment new to Tanger’s portfolio or first to the outlet channel.

Leasing Activity

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of September 30, 2023, Tanger has renewals executed or in process for 88.0% of the space scheduled to expire during 2023 compared to 75.6% of expiring 2022 space as of September 30, 2022.

The following key leasing metrics are presented for the total domestic portfolio, including the Company’s pro rata share of domestic unconsolidated joint ventures.

Total renewed or re-tenanted leases (including leases for both comparable and non-comparable space) executed during the twelve months ended September 30, 2023 included 528 leases, totaling nearly 2.2 million square feet
Blended average rental rates were positive for the seventh consecutive quarter at 14.5% on a cash basis for leases executed for comparable space during the twelve months ended September 30, 2023. These blended rent spreads, which were up 880 basis points year over year, are comprised of re-tenanted rent spreads of 30.6% and renewal rent spreads of 13.4%

Dividend

In October 2023, Company’s Board of Directors approved a 6.1% increase in the dividend on its common shares from $0.98 to $1.04 per share on an annualized basis. Simultaneously, the Board of Directors declared a quarterly cash dividend of $0.26 per share, payable on November 15, 2023 to holders of record on October 31, 2023.

Balance Sheet and Liquidity

The following balance sheet and liquidity metrics are presented for the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures. As of September 30, 2023:

Net debt to Adjusted EBITDAre (calculated as net debt divided by Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“Adjusted EBITDAre”)) remained stable at 5.2x for the twelve months ended September 30, 2023 from 5.1x for the year ended December 31, 2022, reflecting incremental Nashville development spending
Interest coverage ratio (calculated as Adjusted EBITDAre divided by interest expense) was 4.6x for the first nine months of 2023 and 4.6x for the twelve months ended September 30, 2023
ii


Cash and cash equivalents and short-term investments totaled $206.8 million with full availability on the Company’s $520 million unsecured lines of credit
Total outstanding debt aggregated $1.6 billion with $91.2 million (principal) of floating rate debt, representing approximately 6% of total debt outstanding and 2% of total enterprise value
Weighted average interest rate was 3.4% and weighted average term to maturity of outstanding debt, including extension options, was approximately 5.0 years
Approximately 88% of the total portfolio’s square footage was unencumbered by mortgages with secured debt of $226.7 million (principal), representing 14% of total debt outstanding
Funds Available for Distribution (“FAD”) payout ratio was 53% for the first nine months of 2023

As of September 30, 2023, $300 million of the outstanding balance of the Company’s $325 million unsecured term loan, which matures in January 2027 plus a one-year extension, is fixed with interest rate swaps at a weighted average Adjusted SOFR rate of 0.5%. These swaps expire on February 1, 2024, and the interest expense impact of these expirations and new swaps will begin at that time. As of November 6, 2023, the Company has entered into $250 million of forward-starting swaps that commence February 1, 2024 and have varying maturities through January 2027, as outlined in the table below. Collectively, these swaps fix the Adjusted SOFR base rate at a weighted average of 4.0%.
Effective DateMaturity DateNotional Amount
(in thousands)
Bank Pay RateCompany Fixed Pay Rate
Interest rate swaps:
CurrentFebruary 1, 2024$300,000 Adjusted SOFR0.5 %
Forward-starting:
February 1, 2024February 1, 2026$60,000 Adjusted SOFR3.4 %
February 1, 2024August 1, 2026$65,000 Adjusted SOFR3.8 %
February 1, 2024January 1, 2027$125,000 Adjusted SOFR4.3 %
$250,000 Adjusted SOFR4.0 %

Adjusted EBITDAre, Net debt and FAD are supplemental non-GAAP financial measures of operating performance. Definitions of Adjusted EBITDAre, Net debt and FAD and reconciliations to the nearest comparable GAAP measures are included in this release.

Guidance for 2023

Based on the Company’s better-than-anticipated performance in the third quarter and its outlook for the remainder of 2023, management is increasing its full-year 2023 guidance with its current expectations for net income, FFO and Core FFO per share for 2023 as follows:

For the year ending December 31, 2023:RevisedPrevious
Low RangeHigh RangeLow RangeHigh Range
Estimated diluted net income per share$0.93 $0.97 $0.90 $0.97 
Depreciation and amortization of real estate assets - consolidated and the Company’s share of unconsolidated joint ventures0.98 0.98 0.96 0.96 
Estimated diluted FFO per share$1.91 $1.95 $1.86 $1.93 
Reversal of previously expensed compensation related to executive departure (1)
(0.01)(0.01)(0.01)(0.01)
Estimated diluted Core FFO per share$1.90 $1.94 $1.85 $1.92 
(1)     During the first quarter of 2023, the Company reversed $0.8 million of previously expensed compensation related to a voluntary executive departure.

iii


Tanger’s estimates reflect the following key assumptions (dollars in millions):

For the year ending December 31, 2023:RevisedPrevious
Low RangeHigh RangeLow RangeHigh Range
Same Center NOI growth - total portfolio at pro rata share4.75 %5.50 %3.50 %5.00 %
General and administrative expense, excluding executive departure adjustments (1)
$73.0 $76.0 $73.0 $76.0 
Interest expense$47.5 $48.5 $47.0 $49.0 
Other income (expense) (2)
$8.0 $9.0 $7.0 $9.0 
Annual recurring capital expenditures, renovations and second generation tenant allowances$40.0 $50.0 $45.0 $55.0 
(1)     During the first quarter of 2023, the Company reversed $0.8 million of previously expensed compensation related to a voluntary executive departure.
(2)     Includes interest income.

Weighted average diluted common shares are expected to be approximately 106 million for earnings per share and 111 million for FFO and Core FFO per share. The estimates above do not include the impact of the acquisition or sale of any outparcels, properties or joint venture interests, or any additional financing activity.

Corporate Name Change

Effective November 16, 2023, the Company will change its corporate legal name from Tanger Factory Outlet Centers, Inc. to Tanger Inc. This change reflects the continued implementation of the Company’s updated corporate identity as first announced in May 2023 along with its refreshed logo and visual identity.

Management and Board of Directors Update

Effective January 1, 2024, Steven B. Tanger will transition from his role as Executive Chair of the Board of Directors to Non-Executive Chair in connection with his retirement from the Company under the terms of his employment agreement.

Third Quarter 2023 Conference Call

Tanger will host a conference call to discuss its third quarter 2023 results for analysts, investors and other interested parties on Tuesday, November 7, 2023, at 8:30 a.m. Eastern Time. To access the conference call, listeners should dial 1-877-605-1702. Alternatively, a live audio webcast of this call will be available to the public on Tanger’s Investor Relations website, investors.tanger.com. A telephone replay of the call will be available from November 7, 2023 at approximately 11:30 a.m. through November 21, 2023 at 11:59 p.m. by dialing 1-877-660-6853, replay access code #13740617. An online archive of the webcast will also be available through November 21, 2023.

Upcoming Events

The Company is scheduled to participate in the following upcoming events:

Nareit’s REITworld: 2023 Investor Conference held at the JW Marriott LA Live in Los Angeles, CA from November 14 through November 15, 2023
Jefferies Real Estate Conference held at 1 Hotel South Beach in Miami Beach, FL on December 4, 2023
A tour of Tanger Outlets Phoenix on December 11, 2023 in connection with the Evercore ISI Phoenix Multi-Asset Tour
A tour of Tanger Outlets Palm Beach on January 8, 2024 in connection with Bank of America’s Southeast Florida Multi-Asset Tour
Citi’s 2023 Global Property CEO Conference held at the Diplomat Resort & Spa in Hollywood, FL from March 4 through March 6, 2024
A tour of Tanger Outlets Nashville in connection with ICR’s Nashville Multi-Asset Tour from March 12 through March 13, 2024

About Tanger®

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a leading operator of upscale open-air outlet centers, fully or partially owns and/or manages a portfolio of 37 centers, including the newly opened Tanger Outlets Nashville. Tanger’s operating centers, which comprise over 14 million square feet, are located in 20 states and in Canada and are leased to over 2,900 stores operated by more than 700 different brand name companies. Tanger has more than 42 years of experience in the outlet industry and has been a publicly traded REIT since 1993. Tanger is furnishing a Form 8-K with the Securities and Exchange Commission (“SEC”)
iv


that includes a supplemental information package for the quarter ended September 30, 2023. For more information on Tanger, call 1-800-4TANGER or visit tanger.com.

Safe Harbor Statement
This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends 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 includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast” or similar expressions, and include the Company’s expectations regarding future financial results and assumptions underlying that guidance, long-term growth, trends in retail traffic and tenant revenues, development initiatives and strategic partnerships, the anticipated impact of the Company’s newly-opened Nashville development and related costs and anticipated yield, expectations regarding operational metrics, renewal trends, new revenue streams, its strategy and value proposition to retailers, participation in upcoming events, uses of and efforts to reduce costs of capital, liquidity, dividend payments and cash flows.

You should not rely 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. Important factors which may cause actual results to differ materially from current expectations include, but are not limited to: our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we may identify; 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; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; 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; uncertainty relating to the potential phasing out of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, including the recent changes in the U.S. federal income taxation of U.S. businesses; 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 and other important factors 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, 2022, as may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s Current Reports on Form 8-K that the Company files with the SEC.
Investor Contact Information
Media Contact Information
Doug McDonald
KWT Global
SVP, Finance and Capital Markets
Tanger@kwtglobal.com
336-856-6066
tangerir@tanger.com
    
v


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three months endedNine months ended
September 30,September 30,
2023202220232022
Revenues:
Rental revenues $110,835 $105,569 $319,005 $311,587 
Management, leasing and other services2,138 1,897 6,174 4,860 
Other revenues4,373 3,980 11,751 9,705 
Total revenues117,346 111,446 336,930 326,152 
Expenses:
Property operating36,758 36,076 103,618 105,531 
General and administrative (1)
18,937 17,370 54,675 52,166 
Depreciation and amortization25,374 25,445 76,656 77,908 
Total expenses81,069 78,891 234,949 235,605 
Other income (expense):
Interest expense(11,688)(11,660)(35,997)(34,870)
Other income (expense) (2)
1,899 1,395 7,023 4,154 
Total other income (expense)(9,789)(10,265)(28,974)(30,716)
Income before equity in earnings of unconsolidated joint ventures26,488 22,290 73,007 59,831 
Equity in earnings of unconsolidated joint ventures 2,389 2,055 6,030 6,795 
Net income28,877 24,345 79,037 66,626 
Noncontrolling interests in Operating Partnership(1,253)(1,069)(3,422)(2,927)
Noncontrolling interests in other consolidated partnerships— — (248)— 
Net income attributable to Tanger Factory Outlet Centers, Inc.27,624 23,276 75,367 63,699 
Allocation of earnings to participating securities(414)(232)(854)(669)
Net income available to common shareholders of
Tanger Factory Outlet Centers, Inc.
$27,210 $23,044 $74,513 $63,030 
Basic earnings per common share:
Net income$0.26 $0.22 $0.71 $0.61 
Diluted earnings per common share:
Net income$0.26 $0.22 $0.70 $0.60 
(1)The nine months ended September 30, 2023 includes the reversal of $0.8 million of previously expensed compensation related to a voluntary executive departure. The nine months ended September 30, 2022 includes $2.4 million of executive severance costs.
(2)The nine months ended September 30, 2022 includes a $2.4 million gain on the sale of the corporate aircraft.
vi


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
 September 30,December 31,
 20232022
Assets  
   Rental property:  
   Land$275,081 $275,079 
   Buildings, improvements and fixtures2,575,872 2,553,452 
   Construction in progress128,361 27,340 
2,979,314 2,855,871 
   Accumulated depreciation(1,295,139)(1,224,962)
      Total rental property, net 1,684,175 1,630,909 
   Cash and cash equivalents188,459 212,124 
Short-term investments13,150 52,450 
   Investments in unconsolidated joint ventures72,313 73,809 
   Deferred lease costs and other intangibles, net54,096 58,574 
   Operating lease right-of-use assets77,715 78,636 
   Prepaids and other assets115,395 111,163 
         Total assets $2,205,303 $2,217,665 
   
Liabilities and Equity  
Liabilities  
   Debt:  
Senior, unsecured notes, net$1,039,377 $1,037,998 
Unsecured term loan, net322,162 321,525 
Mortgages payable, net65,293 68,971 
Unsecured lines of credit— — 
Total debt 1,426,832 1,428,494 
Accounts payable and accrued expenses99,041 104,741 
Operating lease liabilities86,621 87,528 
Other liabilities80,379 82,968 
         Total liabilities1,692,873 1,703,731 
Commitments and contingencies
Equity  
Tanger Factory Outlet Centers, Inc.:  
Common shares, $0.01 par value, 300,000,000 shares authorized, 105,331,191 and 104,497,920 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
1,053 1,045 
   Paid in capital 992,901 987,192 
   Accumulated distributions in excess of net income(486,488)(485,557)
   Accumulated other comprehensive loss(16,795)(11,037)
         Equity attributable to Tanger Factory Outlet Centers, Inc.490,671 491,643 
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 21,759 22,291 
Noncontrolling interests in other consolidated partnerships— — 
         Total equity512,430 513,934 
            Total liabilities and equity$2,205,303 $2,217,665 
vii


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CENTER INFORMATION
(Unaudited)
 September 30,
 20232022
Gross Leasable Area Open at End of Period (in thousands):
Consolidated11,349 11,457 
Unconsolidated2,113 2,113 
Pro rata share of unconsolidated1,056 1,056 
Managed (1)
758 455 
Total Owned and/or Managed Properties (2)(3)
14,220 14,025 
Total Owned Properties including pro rata share of unconsolidated JVs (2)(3)
12,405 12,514 
 
Outlet Centers in Operation at End of Period:
Consolidated29 30 
Unconsolidated
Managed
Total Owned and/or Managed Properties (3)
36 37 
Ending Occupancy:
Consolidated97.9 %96.4 %
Unconsolidated98.4 %96.8 %
Total Owned Properties including pro rata share of unconsolidated JVs98.0 %96.5 %
Total U.S. States Operated in at End of Period (4)
20 20 
(1)In the third quarter 2023, the Company began managing an adjacent open-air retail center in Palm Beach, FL.
(2)The Company also has a new center in Nashville, TN, totaling approximately 291,000 square feet, which opened in October 2023.
(3)Amounts may not recalculate due to the effect of rounding.
(4)The Company also has an ownership interest in two centers located in Ontario, Canada.


viii


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP SUPPLEMENTAL MEASURES (1)
(in thousands, except per share)
(Unaudited)

Below is a reconciliation of Net Income to FFO and Core FFO:
 Three months endedNine months ended
 September 30,September 30,
2023202220232022
Net income$28,877 $24,345 $79,037 $66,626 
Adjusted for:
Depreciation and amortization of real estate assets - consolidated24,953 24,853 75,077 76,129 
Depreciation and amortization of real estate assets - unconsolidated joint ventures2,608 2,871 7,893 8,416 
FFO56,438 52,069 162,007 151,171 
FFO attributable to noncontrolling interests in other consolidated partnerships— — (248)— 
Allocation of earnings to participating securities(651)(412)(1,560)(1,270)
FFO available to common shareholders (2)
$55,787 $51,657 $160,199 $149,901 
As further adjusted for:
Compensation-related adjustments (3)
— — (806)2,447 
Gain on sale of non-real estate asset (4)
— — — (2,418)
Impact of above adjustments to the allocation of earnings to participating securities — — — 
Core FFO available to common shareholders (2)
$55,787 $51,657 $159,399 $149,930 
FFO available to common shareholders per share - diluted (2)
$0.50 $0.47 $1.45 $1.37 
Core FFO available to common shareholders per share - diluted (2)
$0.50 $0.47 $1.44 $1.37 
 
Weighted Average Shares:
Basic weighted average common shares104,461 103,749 104,308 103,655 
Effect of notional units1,026 527 898 473 
Effect of outstanding options832 661 783 701 
Diluted weighted average common shares (for earnings per share computations)106,319 104,937 105,989 104,829 
Exchangeable operating partnership units 4,738 4,762 4,738 4,762 
Diluted weighted average common shares (for FFO and Core FFO per share computations) (2)
111,057 109,699 110,727 109,591 
(1)Refer to Non-GAAP Definitions beginning on page xv for definitions of the non-GAAP supplemental measures used in this release.
(2)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.
(3)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(4)Represents gain on sale of the corporate aircraft.

ix


Below is a reconciliation of FFO to FAD (1):
 Three months endedNine months ended
 September 30,September 30,
 2023202220232022
FFO available to common shareholders$55,787 $51,657 $160,199 $149,901 
Adjusted for:
Corporate depreciation excluded above421 592 1,579 1,779 
Amortization of finance costs796 763 2,395 2,304 
Amortization of net debt discount159 131 455 372 
Amortization of equity-based compensation3,387 3,006 9,040 9,965 
Straight-line rent adjustments409 155 1,410 1,190 
Market rent adjustments257 186 545 499 
Second generation tenant allowances and lease incentives (3,389)(1,779)(7,718)(4,938)
Capital improvements(10,275)(4,047)(19,776)(10,672)
Adjustments from unconsolidated joint ventures(423)203 (528)165 
FAD available to common shareholders (2)
$47,129 $50,867 $147,601 $150,565 
Dividends per share$0.2450 $0.2000 $0.7100 $0.5825 
FFO payout ratio 49 %43 %49 %43 %
FAD payout ratio 58 %43 %53 %43 %
Diluted weighted average common shares (2)
111,057 109,699 110,727 109,591 
(1)Refer to page ix for a reconciliation of net income to FFO available to common shareholders.
(2)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.

x


Below is a reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio and total portfolio at pro rata share:
Three months endedNine months ended
September 30,September 30,
2023202220232022
Net income$28,877 $24,345 $79,037 $66,626 
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(2,389)(2,055)(6,030)(6,795)
Interest expense11,688 11,660 35,997 34,870 
Other income(1,899)(1,395)(7,023)(4,154)
Depreciation and amortization25,374 25,445 76,656 77,908 
Other non-property (income) expenses(306)(279)(1,327)(45)
Corporate general and administrative expenses18,950 17,495 54,674 52,309 
Non-cash adjustments (1)
670 348 1,971 1,711 
Lease termination fees (392)(228)(400)(2,859)
Portfolio NOI - Consolidated80,573 75,336 233,555 219,571 
Non-same center NOI - Consolidated(90)(479)(50)(950)
Same Center NOI - Consolidated (2)
$80,483 $74,857 $233,505 $218,621 
Portfolio NOI - Consolidated$80,573 $75,336 $233,555 $219,571 
Pro rata share of unconsolidated joint ventures7,418 6,850 20,949 20,406 
Portfolio NOI - Total portfolio at pro rata share87,991 82,186 254,504 239,977 
Non-same center NOI - Total portfolio at pro rata share(90)(479)(50)(950)
Same Center NOI - Total portfolio at pro rata share (2)
$87,901 $81,707 $254,454 $239,027 
(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)Sold outlet centers excluded from Same Center NOI:
Outlet centers sold:
Blowing RockDecember 2022Consolidated















xi


Below are reconciliations of Net Income to Adjusted EBITDA:
Three months endedNine months ended
September 30,September 30,
2023202220232022
Net income$28,877 $24,345 $79,037 $66,626 
Adjusted to exclude:
Interest expense, net9,283 10,297 28,584 33,260 
Income tax expense (benefit)34 (32)186 
Depreciation and amortization25,374 25,445 76,656 77,908 
Compensation-related adjustments (1)
— — (806)2,447 
Gain on sale of non-real estate asset (2)
— — — (2,418)
Adjusted EBITDA$63,538 $60,121 $183,439 $178,009 
Twelve months ended
September 30,December 31,
20232022
Net income$98,242 $85,831 
Adjusted to exclude:
Interest expense, net38,696 43,372 
Income tax expense (benefit)(80)138 
Depreciation and amortization110,652 111,904 
Gain on sale of assets(3,156)(3,156)
Compensation-related adjustments (1)
(806)2,447 
Gain on sale of non-real estate asset (2)
— (2,418)
Loss on early extinguishment of debt
222 222 
Adjusted EBITDA$243,770 $238,340 
(1)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(2)Represents gain on sale of the corporate aircraft.

xii


Below are reconciliations of Net Income to EBITDAre and Adjusted EBITDAre:
Three months endedNine months ended
September 30,September 30,
2023202220232022
Net income$28,877$24,345$79,037$66,626
Adjusted to exclude:
Interest expense, net9,283 10,297 28,584 33,260 
Income tax expense (benefit)34 (32)186 
Depreciation and amortization25,374 25,445 76,656 77,908 
Pro rata share of interest expense, net - unconsolidated joint ventures2,224 1,804 6,550 4,838 
Pro rata share of depreciation and amortization - unconsolidated joint ventures
2,608 2,871 7,893 8,416 
EBITDAre$68,370$64,796$198,688$191,234
Compensation-related adjustments (1)
— — (806)2,447 
Gain on sale of non-real estate asset (2)
— — — (2,418)
Adjusted EBITDAre$68,370$64,796$197,882$191,263
Twelve months ended
September 30,December 31,
20232022
Net income$98,242 $85,831 
Adjusted to exclude:
Interest expense, net38,696 43,372 
Income tax expense (benefit)(80)138 
Depreciation and amortization110,652 111,904 
Gain on sale of assets(3,156)(3,156)
Pro rata share of interest expense, net - unconsolidated joint ventures 8,684 6,972 
Pro rata share of depreciation and amortization - unconsolidated joint ventures10,495 11,018 
EBITDAre$263,533 $256,079 
Compensation-related adjustments (1)
(806)2,447 
Gain on sale of non-real estate asset (2)
— (2,418)
Loss on early extinguishment of debt222 222 
Adjusted EBITDAre$262,949 $256,330 
(1)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(2) Represents gain on sale of the corporate aircraft.

xiii


Below is a reconciliation of Total Debt to Net Debt for the consolidated portfolio and total portfolio at pro rata share:
 September 30, 2023
ConsolidatedPro Rata
Share of Unconsolidated JVs
Total at
Pro Rata Share
 
Total debt$1,426,832 $160,318 $1,587,150 
Less:
Cash and cash equivalents(188,459)(5,239)(193,698)
Short-term investments (1)
(13,150)— (13,150)
Total cash and cash equivalents and short-term investments(201,609)(5,239)(206,848)
Net debt$1,225,223 $155,079 $1,380,302 
 December 31, 2022
ConsolidatedPro Rata
Share of Unconsolidated JVs
Total at
Pro Rata Share
 
Total debt$1,428,494 $164,505 $1,592,999 
Less:
Cash and cash equivalents(212,124)(8,686)(220,810)
Short-term investments (1)
(52,450)— (52,450)
Total cash and cash equivalents and short-term investments(264,574)(8,686)(273,260)
Net debt$1,163,920 $155,819 $1,319,739 
(1)     Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.
xiv


NON-GAAP DEFINITIONS

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 generally accepted accounting principles in the United States (“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 unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. 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.

Core FFO

If applicable, 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 above, if applicable. 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
xv


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.

Funds Available for Distribution

Funds Available for Distribution (“FAD”) is a non-GAAP financial measure that we define as FFO (defined 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), excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

We believe that net income (loss) is the most directly comparable GAAP financial measure to FAD. FAD does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Other companies in our industry may calculate FAD differently than we do, limiting its usefulness as a comparative measure.

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 both a consolidated and total portfolio, including pro rata share of unconsolidated joint ventures, 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.


xvi


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.

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) 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 adjustments, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on 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) 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 extinguishment of debt, net, compensation-related adjustments, gain on sale of non-real estate asset, casualty gains and losses, 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.

Net Debt

We define Net Debt as Total Debt less Cash and Cash Equivalents and Short-Term Investments and present this metric for both the consolidated portfolio and for the total portfolio, including the consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Net debt is a component of the Net debt to Adjusted EBITDA ratio, which is defined as Net debt for the respective portfolio divided by Adjusted EBITDA (consolidated portfolio) or Adjusted EBITDAre (total portfolio at pro rata share). We use the Net debt to Adjusted EBITDA and the Net debt to Adjusted EBITDAre ratios to evaluate the Company's leverage. We believe this measure is an important indicator of the Company's ability to service its long-term debt obligations.


xvii


Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023

Notice
For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, when available.
 
This Supplemental Portfolio and Financial Data is not an offer to sell or a solicitation to buy any securities of the Company. Any offers to sell or solicitations to buy any securities of the Company shall be made only by means of a prospectus.

Safe Harbor Statement

This supplement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends 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 includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast” or similar expressions, and include the Company’s expectations regarding future financial results and assumptions underlying that guidance.

You should not rely 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. Important factors which may cause actual results to differ materially from current expectations include, but are not limited to: our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we may identify; 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; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; 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; uncertainty relating to the potential phasing out of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, including the recent changes in the U.S. federal income taxation of U.S. businesses; 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 and other important factors 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, 2022, as may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s Current Reports on Form 8-K that the Company files with the SEC.

1    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Summary Operating Metrics
September 30,
20232022
Outlet Centers in Operation at End of Period:
Consolidated29 30 
Unconsolidated
Managed
Total Owned and/or Managed Properties (1)
36 37 
Gross Leasable Area Open at End of Period (in thousands):
Consolidated11,349 11,457 
Unconsolidated2,113 2,113 
Pro rata share of unconsolidated1,056 1,056 
Managed (2)
758 455 
Total Owned and/or Managed Properties (1)(3)
14,220 14,025 
Total Owned Properties including pro rata share of unconsolidated JVs (1)(3)
12,405 12,514 
Ending Occupancy:
Consolidated97.9 %96.4 %
Unconsolidated98.4 %96.8 %
Total Owned Properties including pro rata share of unconsolidated JVs98.0 %96.5 %
Average Tenant Sales Per Square Foot (4) :
Consolidated$435 $444 
Unconsolidated$460 $466 
Total Owned Properties including pro rata share of unconsolidated JVs$437 $446 
Occupancy Cost Ratio (5)
9.1 %8.5 %
(1)The Company also has a new center in Nashville, TN, totaling approximately 291,000 square feet, which opened in October 2023.
(2)In the third quarter 2023, the Company began managing an adjacent open-air retail center in Palm Beach, FL.
(3)Amounts may not recalculate due to the effect of rounding.
(4)Average tenant sales per square foot is presented on a constant currency basis for the trailing twelve-month periods and include stores that have been occupied a minimum of twelve months and are less than 20,000 square feet. Constant currency is a non-GAAP measure, calculated by applying the average foreign exchange rate for the current period to all periods presented.
(5)Occupancy cost ratio represents annualized occupancy costs as of the end of the reporting period as a percentage of tenant sales for the trailing twelve-month periods for consolidated properties and the Company’s pro rata share of unconsolidated joint ventures.

2    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Geographic Diversification
As of September 30, 2023

Consolidated Properties
State# of CentersGLA% of GLA
South Carolina1,606,670 14 %
New York1,468,428 13 %
Georgia1,121,579 10 %
Pennsylvania999,762 %
Texas823,650 %
Michigan671,571 %
Alabama554,736 %
Delaware547,939 %
New Jersey484,748 %
Tennessee449,968 %
Arizona410,753 %
Florida351,691 %
Missouri329,861 %
Mississippi324,801 %
Louisiana321,066 %
North Carolina319,762 %
Connecticut311,229 %
New Hampshire250,558 %
Total Consolidated Properties29 11,348,772 100 %
Unconsolidated Joint Venture Properties
# of CentersGLAOwnership %
Charlotte, NC398,726 50.00 %
Ottawa, ON357,213 50.00 %
Columbus, OH355,245 50.00 %
Texas City, TX352,705 50.00 %
National Harbor, MD341,156 50.00 %
Cookstown, ON307,883 50.00 %
Total Unconsolidated Joint Venture Properties6 2,112,928 
Tanger’s Pro Rata Share of Unconsolidated Joint Venture Properties1,056,464 
Managed Property
# of CentersGLA
Palm Beach, FL758,156 
Total Owned and/or Managed Properties36 14,219,856 
 Total Owned Properties including pro rata share of unconsolidated JVs35 12,405,236 



3    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Property Summary - Occupancy at End of Each Period Shown
LocationTotal GLA
09/30/23
% Occupied
09/30/23
% Occupied
06/30/23
% Occupied
09/30/22
Deer Park, NY 739,148 100.0 %100.0 %100.0 %
Riverhead, NY729,280 96.3 %95.1 %93.9 %
Foley, AL554,736 97.0 %98.7 %95.8 %
Rehoboth Beach, DE547,939 98.1 %96.5 %96.2 %
Atlantic City, NJ 484,748 90.5 %88.3 %84.8 %
San Marcos, TX471,816 99.8 %99.8 %98.7 %
Sevierville, TN449,968 100.0 %99.6 %100.0 %
Savannah, GA429,089 100.0 %98.4 %98.6 %
Myrtle Beach Hwy 501, SC426,523 99.4 %98.9 %95.8 %
Glendale, AZ (Westgate)410,753 99.0 %98.9 %98.9 %
Myrtle Beach Hwy 17, SC404,710 100.0 %100.0 %100.0 %
Charleston, SC386,328 99.3 %99.4 %100.0 %
Lancaster, PA376,203 100.0 %100.0 %100.0 %
Pittsburgh, PA373,863 99.1 %97.4 %96.6 %
Commerce, GA371,408 100.0 %100.0 %100.0 %
Grand Rapids, MI357,133 98.8 %92.8 %89.0 %
Fort Worth, TX351,834 100.0 %98.5 %99.1 %
Daytona Beach, FL351,691 100.0 %100.0 %99.7 %
Branson, MO329,861 100.0 %100.0 %100.0 %
Southaven, MS324,801 95.3 %99.4 %100.0 %
Locust Grove, GA321,082 99.2 %97.9 %100.0 %
Gonzales, LA321,066 99.1 %99.1 %100.0 %
Mebane, NC319,762 100.0 %100.0 %99.0 %
Howell, MI314,438 84.6 %82.2 %81.5 %
Mashantucket, CT (Foxwoods)311,229 87.8 %87.8 %80.0 %
Tilton, NH250,558 95.6 %92.9 %93.3 %
Hershey, PA 249,696 100.0 %95.2 %97.2 %
Hilton Head II, SC207,422 100.0 %98.7 %98.7 %
Hilton Head I, SC181,687 100.0 %97.1 %98.8 %
Blowing Rock, NCN/AN/AN/A96.0 %
Total Consolidated11,348,772 97.9 %97.1 %96.4 %
Charlotte, NC398,726 99.1 %99.1 %97.8 %
Ottawa, ON357,213 96.7 %95.5 %95.9 %
Columbus, OH355,245 100.0 %100.0 %97.2 %
Texas City, TX (Galveston/Houston)352,705 99.0 %96.6 %95.2 %
National Harbor, MD341,156 99.4 %99.3 %98.4 %
Cookstown, ON307,883 95.6 %95.6 %96.2 %
Total Unconsolidated2,112,928 98.4 %97.7 %96.8 %
Tanger’s pro rata share of unconsolidated JVs1,056,464 98.4 %97.7 %96.8 %
Total Owned Properties including pro rata share of unconsolidated JVs12,405,236 98.0 %97.2 %96.5 %






4    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Portfolio Occupancy at the End of Each Period (1)
chart-cb11014fd9e34ce394b.jpg
(1) Includes the Company’s pro rata share of unconsolidated joint ventures.

















5    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Outlet Center Sales Per Square Foot Ranking as of September 30, 2023 (1)
Ranking (2)
12 Months
 SPSF
 Period End
 Occupancy
  Sq Ft
(thousands)
% of
 Square Feet
% of
Portfolio
NOI (3)
Consolidated Centers
Centers 1 - 5$595 99.4 %2,553 20 %29 %
Centers 6 - 10$477 99.7 %1,733 14 %16 %
Centers 11 - 15$441 97.7 %1,837 15 %15 %
Centers 16 - 20$381 99.6 %1,984 16 %16 %
Centers 21 - 25$336 96.6 %1,994 16 %11 %
Centers 26 - 29$293 92.2 %1,248 10 %%
 Ranking (2)
Cumulative 12 Months
 SPSF
 Cumulative Period End
 Occupancy
  Cumulative Sq Ft
(thousands)
Cumulative
% of
 Square Feet
Cumulative
% of
Portfolio
NOI (3)
Consolidated Centers
Centers 1 - 5$595 99.4 %2,553 20 %29 %
Centers 1 - 10$543 99.5 %4,286 34 %45 %
Centers 1 - 15$514 99.0 %6,123 49 %60 %
Centers 1 - 20$480 99.1 %8,107 65 %76 %
Centers 1 - 25$452 98.6 %10,101 81 %87 %
Centers 1 - 29$435 97.9 %11,349 91 %92 %
Unconsolidated Centers at Pro Rata Share (4)
$460 98.4 %1,056 %%
Total Centers at Pro Rata Share (5)
$437 98.0 %12,405 100 %100 %
(1)Centers are ranked by sales per square foot for the trailing twelve months ended June 30, 2023 and sales per square foot include stores that have been occupied for a minimum of twelve months and are less than 20,000 square feet.
(2) Outlet centers included in each ranking group above are as follows (in alphabetical order):
Centers 1 - 5:Deer Park, NYGlendale, AZ (Westgate)Myrtle Beach Hwy 17, SCRehoboth Beach, DESevierville, TN
Centers 6 - 10: Branson, MOCharleston, SCLancaster, PALocust Grove, GAMebane, NC
Centers 11 - 15: Fort Worth, TXHershey, PAHilton Head I, SCRiverhead, NYSouthaven, MS
Centers 16 - 20: Daytona Beach, FLGrand Rapids, MIPittsburgh, PASan Marcos, TXSavannah, GA
Centers 21 - 25: Atlantic City, NJFoley, ALGonzales, LAHilton Head II, SCMyrtle Beach Hwy 501, SC
Centers 26 - 29: Commerce, GAHowell, MIMashantucket, CT (Foxwoods)Tilton, NH
(3) Based on the Company’s forecast of 2023 Portfolio NOI (see non-GAAP definitions), excluding centers not yet stabilized (none). The Company’s forecast is based on management’s estimates as of September 30, 2023 and may be considered a forward-looking statement that is subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and real estate conditions. For a more detailed discussion of the factors that affect operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the three months ended September 30, 2023.
(4) Includes outlet centers open 12 full calendar months presented on a gross basis (in alphabetical order):
Unconsolidated:Charlotte, NCColumbus, OHCookstown, ONNational Harbor, MDOttawa, ONTexas City, TX (Galveston/Houston)
(5) Includes consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Amounts may not recalculate due to the effect of rounding.


6    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Top 25 Tenants Based on Percentage of Total Annualized Base Rent
As of September 30, 2023 (1)
At Pro Rata Share (2)
TenantBrands# of
Stores
GLA% of
Total GLA
% of Total Annualized Base Rent (3)
The Gap, Inc.Athleta, Banana Republic, Gap, Old Navy100 960,415 7.7 %5.9 %
SPARC GroupAéropostale, Boardriders Outlet, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica, Reebok, Vince, Volcom106 573,755 4.6 %4.3 %
KnitWell Group LLC; Lane Bryant Brands Opco LLCAnn Taylor, Lane Bryant, LOFT, Talbots86 430,431 3.5 %3.8 %
Tapestry, Inc.Coach, Kate Spade60 260,601 2.1 %3.6 %
Under Armour, Inc.Under Armour, Under Armour Kids35 287,449 2.3 %3.4 %
American Eagle Outfitters, Inc.Aerie, American Eagle Outfitters, Offline by Aerie54 328,185 2.6 %3.3 %
PVH Corp.Calvin Klein, Tommy Hilfiger47 322,512 2.6 %3.3 %
Nike, Inc.Converse, Nike39 415,394 3.4 %2.7 %
Signet Jewelers LimitedBanter by Piercing Pagoda, Jared Vault, Kay Jewelers, Peoples Jewellers, Zales58 118,028 1.0 %2.3 %
Columbia Sportswear CompanyColumbia Sportswear28 194,900 1.6 %2.3 %
Carter’s, Inc.Carters, OshKosh B Gosh47 185,314 1.5 %2.1 %
Capri Holdings LimitedMichael Kors, Michael Kors Mens32 147,846 1.2 %2.0 %
Skechers USA, Inc.Skechers34 165,940 1.3 %1.9 %
Luxottica Group S.p.A.Lenscrafters, Oakley, Sunglass Hut68 97,478 0.8 %1.9 %
V. F. CorporationDickies, The North Face, Timberland, Vans, Work Authority31 156,310 1.3 %1.8 %
Hanesbrands Inc.Champion, Hanesbrands, Maidenform35 167,329 1.3 %1.8 %
Express Inc.Express Factory28 182,195 1.5 %1.8 %
Levi Strauss & Co.Levi's33 125,781 1.0 %1.8 %
Rack Room ShoesOff Broadway Shoes, Rack Room Shoes26 178,748 1.4 %1.7 %
Adidas AGAdidas26 164,275 1.3 %1.7 %
Ralph Lauren CorporationPolo Children, Polo Ralph Lauren, Polo Ralph Lauren Big & Tall36 379,054 3.1 %1.7 %
Chico’s, FAS Inc.Chicos, Soma Intimates, White House/Black Market39 106,523 0.9 %1.7 %
H & M Hennes & Mauritz LP.H&M20 408,925 3.3 %1.6 %
Caleres Inc.Famous Footwear31 163,737 1.3 %1.5 %
Rue 21Rue 2120 117,359 0.9 %1.4 %
Total of Top 25 tenants1,119 6,638,484 53.5 %61.3 %
(1)Excludes leases that have been entered into but which tenant has not yet taken possession, leases that have turned over but are not open, and temporary leases. Includes all retail concepts of each tenant group; tenant groups are determined based on leasing relationships.
(2)Includes the Company’s pro rata share of unconsolidated joint ventures.
(3)Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents which are based on a percentage of sales in lieu of fixed contractual rents.


7    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Lease Expirations as of September 30, 2023

Percentage of Total Gross Leasable Area (1) (2)
chart-5ba9e5324cb34cfc80b.jpg

Percentage of Total Annualized Base Rent (1) (2)
chart-40260131fde549389b7.jpg
(1)     Includes the Company’s pro rata share of unconsolidated joint ventures.
(2)     Excludes leases that have been entered into but which tenant has not yet taken possession, vacant space, leases that have turned over but are not open, and temporary leases.






8    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Capital Expenditures for the Three Months Ended September 30, 2023 (in thousands)
Consolidated
Properties
Unconsolidated Joint Ventures at Pro Rata ShareTotal
at Pro Rata Share
Value-enhancing:
New center developments, first generation tenant allowances and expansions$36,266 $165 $36,431 
Other3,402 — 3,402 
Total new center developments and expansions$39,668 $165 $39,833 
Recurring capital expenditures:
Second generation tenant allowances$3,389 $208 $3,597 
Operational capital expenditures7,881 525 8,406 
Renovations2,394 — 2,394 
Total recurring capital expenditures$13,664 $733 $14,397 
Total additions to rental property-accrual basis$53,332 $898 $54,230 

Capital Expenditures for the Nine Months Ended September 30, 2023 (in thousands)
Consolidated
Properties
Unconsolidated Joint Ventures at Pro Rata ShareTotal
at Pro Rata Share
Value-enhancing:
New center developments, first generation tenant allowances and expansions$95,054 $165 $95,219 
Other7,700 — 7,700 
Total new center developments and expansions$102,754 $165 $102,919 
Recurring capital expenditures:
Second generation tenant allowances$7,606 $349 $7,955 
Operational capital expenditures15,831 962 16,793 
Renovations3,945 — 3,945 
Total recurring capital expenditures$27,382 $1,311 $28,693 
Total additions to rental property-accrual basis$130,136 $1,476 $131,612 








9    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif



Leasing Activity for the Trailing Twelve Months Ended September 30 - Comparable Space for Executed Leases (1) (2)

Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (3)
Rent
Spread
% (4)
Tenant Allowance (psf) (5)
Average Initial Term
(in years)
Total space
20234521,917 $38.3214.5 %$3.763.4 
20223541,791 $30.385.7 %$2.823.6 
Re-tenanted space
202329113 $46.3730.6 %$60.437.9 
202230136 $39.5818.6 %$33.208.5 
Renewed space
20234231,804 $37.8213.4 %$0.223.1 
20223241,655 $29.624.4 %$0.333.2 
Refer to footnotes below the following table.

Leasing Activity for the Trailing Twelve Months Ended September 30 - Comparable and Non-Comparable Space for Executed Leases (1) (2)

Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (3)
Tenant Allowance (psf) (5)
Average Initial Term
(in years)
Total space
2023528 2,176 $38.29$7.893.7 
20224172,008 $31.06$10.164.1 
(1)For consolidated properties and domestic unconsolidated joint ventures at pro rata share owned as of the period-end date, except for leasing transactions, which are shown at 100%. 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.
10    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


External Growth Pipeline Summary as of September 30, 2023
Project/MarketOpening Date Approx Size in
Sq Ft (000s)
Est
Total Net Cost
(millions) (1)
Cost to Date
(millions) (2)
Tanger Ownership PercentageEst Future Tanger Capital Requirement (millions)Projected Stabilized Yield
New Developments:
Nashville, TNOctober 27, 2023291 $144 - $146$119.0100%$25 - $277.5% - 8.0%
The Company’s estimates, projections and judgments with respect to estimated total net cost, estimated future Tanger capital requirement and projected stabilized yield for new development are subject to adjustment prior to and during the development process. There are risks inherent to real estate development, some of which are not under the direct control of the Company. Please refer to the Company’s filings with the Securities and Exchange Commission on Form 10-K and Form 10-Q for a discussion of these risks.
(1)     Revised during the third quarter of 2023 from a previous estimate of $143 million to $147 million.
(2)     Includes land purchased for the Nashville center for approximately $8.8 million, which is included in Land on our Consolidated Balance Sheet.
11    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif


Consolidated Balance Sheets (dollars in thousands)
 September 30,December 31,
 20232022
Assets  
   Rental property:  
   Land$275,081 $275,079 
   Buildings, improvements and fixtures2,575,872 2,553,452 
   Construction in progress128,361 27,340 
 2,979,314 2,855,871 
   Accumulated depreciation(1,295,139)(1,224,962)
      Total rental property, net 1,684,175 1,630,909 
   Cash and cash equivalents188,459 212,124 
Short-term investments13,150 52,450 
   Investments in unconsolidated joint ventures72,313 73,809 
   Deferred lease costs and other intangibles, net54,096 58,574 
   Operating lease right-of-use assets77,715 78,636 
   Prepaids and other assets115,395 111,163 
         Total assets $2,205,303 $2,217,665 
   
Liabilities and Equity  
Liabilities  
   Debt:  
Senior, unsecured notes, net$1,039,377 $1,037,998 
Unsecured term loan, net322,162 321,525 
Mortgages payable, net65,293 68,971 
Unsecured lines of credit— — 
Total debt 1,426,832 1,428,494 
Accounts payable and accrued expenses99,041 104,741 
Operating lease liabilities86,621 87,528 
Other liabilities80,379 82,968 
         Total liabilities1,692,873 1,703,731 
Commitments and contingencies
Equity  
Tanger Factory Outlet Centers, Inc.:  
Common shares, $0.01 par value, 300,000,000 shares authorized, 105,331,191 and 104,497,920 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
1,053 1,045 
   Paid in capital 992,901 987,192 
   Accumulated distributions in excess of net income(486,488)(485,557)
   Accumulated other comprehensive loss(16,795)(11,037)
         Equity attributable to Tanger Factory Outlet Centers, Inc.490,671 491,643 
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 21,759 22,291 
Noncontrolling interests in other consolidated partnerships— — 
         Total equity512,430 513,934 
            Total liabilities and equity$2,205,303 $2,217,665 

12    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Consolidated Statements of Operations (in thousands, except per share data)
Three months endedNine months ended
September 30,September 30,
2023202220232022
Revenues:
Rental revenues$110,835 $105,569 $319,005 $311,587 
Management, leasing and other services2,138 1,897 6,174 4,860 
Other revenues4,373 3,980 11,751 9,705 
Total revenues117,346 111,446 336,930 326,152 
Expenses:
Property operating36,758 36,076 103,618 105,531 
General and administrative (1)
18,937 17,370 54,675 52,166 
Depreciation and amortization25,374 25,445 76,656 77,908 
Total expenses81,069 78,891 234,949 235,605 
Other income (expense):
Interest expense(11,688)(11,660)(35,997)(34,870)
Other income (expense) (2)
1,899 1,395 7,023 4,154 
Total other income (expense)(9,789)(10,265)(28,974)(30,716)
Income before equity in earnings of unconsolidated joint ventures26,488 22,290 73,007 59,831 
Equity in earnings of unconsolidated joint ventures 2,389 2,055 6,030 6,795 
Net income28,877 24,345 79,037 66,626 
Noncontrolling interests in Operating Partnership(1,253)(1,069)(3,422)(2,927)
Noncontrolling interests in other consolidated partnerships— — (248)— 
Net income attributable to Tanger Factory Outlet Centers, Inc.27,624 23,276 75,367 63,699 
Allocation of earnings to participating securities(414)(232)(854)(669)
Net income available to common shareholders of
Tanger Factory Outlet Centers, Inc.
$27,210 $23,044 $74,513 $63,030 
Basic earnings per common share:
Net income$0.26 $0.22 $0.71 $0.61 
Diluted earnings per common share:
Net income$0.26 $0.22 $0.70 $0.60 
(1)The nine months ended September 30, 2023 includes the reversal of $0.8 million of previously expensed compensation related to a voluntary executive departure. The nine months ended September 30, 2022 includes $2.4 million of executive severance costs.
(2)The nine months ended September 30, 2022 includes a $2.4 million gain on the sale of the corporate aircraft.
13    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Components of Rental Revenues (in thousands)

As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of Accounting Standards Codification Topic 842 “Leases” (“ASC 842”). We utilized the practical expedient in ASU 2018-11 to account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues on the consolidated statements of operations.

The table below provides details of the components included in consolidated rental revenues:
Three months endedNine months ended
September 30,September 30,
2023202220232022
Rental revenues:
Base rentals
$76,509 $71,712 $221,617 $214,133 
Percentage rentals 4,630 6,340 11,505 13,851 
Tenant expense reimbursements29,958 27,583 88,437 80,738 
Lease termination fees 393 228 400 2,859 
Market rent adjustments(164)(93)(267)(221)
Straight-line rent adjustments(409)(155)(1,410)(1,190)
Uncollectible tenant revenues(82)(46)(1,277)1,417 
Rental revenues $110,835 $105,569 $319,005 $311,587 


14    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Unconsolidated Joint Venture Information

The following table details certain information as of September 30, 2023, except for Net Operating Income (“NOI”) which is for the nine months ended September 30, 2023, about various unconsolidated real estate joint ventures in which we have an ownership interest (dollars in millions):
Joint VentureCenter LocationTanger’s Ownership %Square FeetTanger’s
Pro Rata
Share of Total Assets
Tanger’s Pro Rata
Share of NOI
Tanger’s
Pro Rata Share of Debt (1)
CharlotteCharlotte, NC50.0 %398,726 $31.8 $5.7 $49.8 
Columbus Columbus, OH50.0 %355,245 32.6 3.7 35.2 
Galveston/Houston Texas City, TX50.0 %352,705 16.4 2.9 28.5 
National Harbor National Harbor, MD50.0 %341,156 33.0 4.6 46.8 
RioCan Canada (2)
Various50.0 %665,096 72.3 4.0 — 
Total2,112,928 $186.1 $20.9 $160.3 
(1)Net of debt origination costs and premiums.
(2)Includes a 307,883 square foot outlet center in Cookstown, Ontario; and a 357,213 square foot outlet center in Ottawa, Ontario.




15    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Debt Outstanding Summary
As of September 30, 2023
(dollars in thousands)
 Total Debt OutstandingPro Rata Share of Debt
Stated
Interest
Rate (1)
End of Period Effective Interest
Rate (2)
Maturity
Date (3)
Weighted Average Years to Maturity (3)
Consolidated Debt:
Unsecured debt:   
Unsecured lines of credit (4)
$— $— Adj. SOFR + 1.00%6.4 %7/14/20262.8 
2026 Senior unsecured notes350,000 350,000 3.125 %3.2 %9/1/20262.9 
2027 Senior unsecured notes300,000 300,000 3.875 %3.9 %7/15/20273.8 
2031 Senior unsecured notes400,000 400,000 2.750 %2.9 %9/1/20317.9 
Unsecured term loan (5)
325,000 325,000 Adj. SOFR + 0.95%1.8 %1/13/20284.3 
Net debt discounts and debt origination costs(13,461)(13,461)  
Total net unsecured debt1,361,539 1,361,539  3.0 % 4.9 
Secured mortgage debt:
Atlantic City, NJ13,562 13,562 6.44% - 7.65%5.1 %12/15/2024 - 12/8/20262.5 
Southaven, MS51,700 51,700  Adj. SOFR + 2.00%7.4 %10/12/20274.0 
Debt premium and debt origination costs31 31 
Total net secured mortgage debt65,293 65,293 6.9 %3.7 
Total consolidated debt1,426,832 1,426,832 3.2 %4.8 
Unconsolidated JV debt:   
Charlotte99,862 49,931 4.27 %4.3 %7/1/20284.8 
Columbus71,000 35,500 6.252 %6.3 %10/1/20329.0 
Galveston/Houston58,000 29,000 Daily SOFR + 3.00%7.9 %6/16/20284.7 
National Harbor94,010 47,005 4.63 %4.6 %1/5/20306.3 
Debt origination costs(2,236)(1,118)
Total unconsolidated JV net debt320,636 160,318  5.5 % 6.1 
Total$1,747,468 $1,587,150 3.4 %5.0 
(1)Adjusted SOFR represents the Secured Overnight Financing Rate plus a 10-basis point credit adjustment spread.
(2)The effective interest rate includes the impact of discounts and premiums, mark-to-market adjustments for mortgages assumed in conjunction with property acquisitions and interest rate swap agreements, as applicable.
(3)Includes applicable extensions available at our option.
(4)The Company has unsecured lines of credit that provide for borrowings of up to $520.0 million, including a $20.0 million liquidity line and a $500.0 million syndicated line. A 20 basis point facility fee is due annually on the entire committed amount of each facility. In certain circumstances, total line capacity may be increased to $1.2 billion through an accordion feature in the syndicated line. As a result of a credit rating update, in June 2023, the applicable pricing margin on the unsecured lines of credit was reduced by 20 basis points as well as a 5 basis point reduction in the facility fee.
(5)As of September 30, 2023, $300 million of the outstanding balance is fixed with interest rate swaps, as summarized on the following page. As a result of a credit rating update, in June 2023, the applicable pricing margin on the unsecured term loan was reduced by 25 basis points.



16    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Summary of Our Share of Fixed and Variable Rate Debt, Cash and Cash Equivalents and Short-Term Investments
As of September 30, 2023
(dollars in thousands)
DebtTotal Debt % Pro Rata ShareEnd of Period Effective Interest Rate
Average Years to Maturity (1)
Consolidated:
Fixed (2)
95 %$1,350,655 3.0 %4.9 
Variable%76,177 7.1 %4.1 
100 %$1,426,832 3.2 %4.8 
Unconsolidated Joint Ventures:
Fixed 91 %$146,056 5.2 %6.3 
Variable%14,262 8.3 %4.7 
100 %$160,318 5.5 %6.1 
Total:
Fixed 94 %$1,496,711 3.2 %5.0 
Variable%90,439 7.3 %4.2 
Total share of debt100 %$1,587,150 3.4 %5.0 
Cash and Cash Equivalents and Short-Term InvestmentsPro Rata Share
Consolidated:
Cash and cash equivalents$188,459 
Short-term investments (3)
13,150 
$201,609 
Unconsolidated Joint ventures:
Cash and cash equivalents$5,239 
$5,239 
Total:
Cash and cash equivalents$193,698 
Short-term investments (3)
13,150 
Total share of Cash and Cash Equivalents and Short-Term Investments$206,848 
Net DebtPro Rata Share
Total share of Net Debt (4)
$1,380,302 
(1)Includes applicable extensions available at our option.
(2)The effective interest rate includes interest rate swap agreements that currently fix the base Adjusted SOFR rate at a weighted average of 0.5% on notional amounts aggregating $300 million. Additional details on the Company’s interest rate strategy are as follows:
Effective DateMaturity DateNotional Amount Bank Pay RateCompany Fixed Pay Rate
Interest rate swaps:
CurrentFebruary 1, 2024$300,000 Adjusted SOFR0.5 %
Forward-starting:
February 1, 2024February 1, 2026$60,000 Adjusted SOFR3.4 %
February 1, 2024August 1, 2026$65,000 Adjusted SOFR3.8 %
February 1, 2024January 1, 2027$125,000 Adjusted SOFR4.3 %
$250,000 Adjusted SOFR4.0 %
(3)    Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.
(4)    Net debt is a non-GAAP measure. Refer to page 26 for a reconciliation of total debt to net debt.

17    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Future Scheduled Principal Payments (dollars in thousands) (1)
As of September 30, 2023
YearTanger
Consolidated
Payments
Tanger’s Pro Rata Share of Unconsolidated
JV Payments
Total
Scheduled
Payments
2023$1,226 $397 $1,623 
20245,130 1,633 6,763 
20251,501 1,707 3,208 
2026407,405 30,785 438,190 
2027625,000 1,865 626,865 
2028— 47,027 47,027 
2029— 984 984 
2030— 41,538 41,538 
2031400,000 — 400,000 
2032 & thereafter— 35,500 35,500 
Total principal outstanding$1,440,262 $161,436 $1,601,698 
Net debt discounts and debt origination costs(13,430)(1,118)(14,548)
Total debt outstanding$1,426,832 $160,318 $1,587,150 
(1)Includes applicable extensions available at our option.


Senior Unsecured Notes Financial Covenants (1)
As of September 30, 2023
 RequiredActual
Total Consolidated Debt to Adjusted Total Assets< 60%40 %
Total Secured Debt to Adjusted Total Assets< 40%%
Total Unencumbered Assets to Unsecured Debt> 150%244 %
Consolidated Income Available for Debt Service to Annual Debt Service Charge> 1.5 x5.7 x
(1)For a complete listing of all debt covenants related to the Company’s Senior Unsecured Notes, as well as definitions of the above terms, please refer to the Company’s filings with the Securities and Exchange Commission.


Unsecured Lines of Credit & Term Loan Financial Covenants (1)
As of September 30, 2023
 RequiredActual
Total Liabilities to Total Adjusted Asset Value < 60%37 %
Secured Indebtedness to Total Adjusted Asset Value< 35%%
EBITDA to Fixed Charges> 1.5 x4.4 x
Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value < 60%33 %
Unencumbered Interest Coverage Ratio> 1.5 x5.8 x
(1)For a complete listing of all debt covenants related to the Company’s Unsecured Lines of Credit & Term Loan, as well as definitions of the above terms, please refer to the Company’s filings with the Securities and Exchange Commission.


18    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings - September 30, 2023
(in thousands, except per share data)
 ConsolidatedPro Rata Share of Unconsolidated JVsTotal at
Pro Rata Share
 
Enterprise Value:
Market value:
Common shares outstanding105,331 105,331 
Exchangeable operating partnership units4,738 4,738 
Total shares (1)
110,069 110,069 
Common share price at September 30, 2023
$22.60 $22.60 
Total market value (1)
$2,487,563 $2,487,563 
Debt:
Senior, unsecured notes$1,050,000 $— $1,050,000 
Unsecured term loans325,000 — 325,000 
Mortgages payable65,262 161,436 226,698 
Unsecured lines of credit— — — 
Total principal debt1,440,262 161,436 1,601,698 
Less: Net debt discounts(5,540)— (5,540)
Less: Debt origination costs(7,890)(1,118)(9,008)
Total debt1,426,832 160,318 1,587,150 
Less: Cash and cash equivalents(188,459)(5,239)(193,698)
Less: Short-term investments (2)
(13,150)— (13,150)
Net debt1,225,223 155,079 1,380,302 
Total enterprise value$3,712,786 $155,079 $3,867,865 
Liquidity:
Cash and cash equivalents$188,459 $5,239 $193,698 
Short-term investments (2)
13,150 — 13,150 
Unused capacity under unsecured lines of credit 520,000 — 520,000 
Total liquidity$721,609 $5,239 $726,848 
Ratios (3):
Net debt to Adjusted EBITDA (4)(5)
5.0 x5.2 x
Interest coverage ratio (5)(6)
5.1 x4.6 x
(1)Amounts may not recalculate due to the effect of rounding.
(2)Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.
(3)Ratios are presented for the trailing twelve-month period.
(4)Net debt to Adjusted EBITDA represents net debt for the respective portfolio divided by Adjusted EBITDA (consolidated) or Adjusted EBITDAre (total at pro rata share).
(5)Net debt, Adjusted EBITDA and Adjusted EBITDAre are non-GAAP measures. Refer to page 24 for reconciliations of net income to Adjusted EBITDA and Adjusted EBITDAre and page 26 for a reconciliation of total debt to net debt.
(6)Interest coverage ratio represents Adjusted EBITDA (consolidated) or Adjusted EBITDAre (total at pro rata share) divided by interest expense.
.
Credit Ratings:
AgencyRatingOutlookLatest Action
FitchBBBStableMay 25, 2023
Moody’s Investors ServicesBaa3StableApril 14, 2021
Standard & Poor’s Ratings ServicesBBB-StableFebruary 19, 2021
19    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




NON-GAAP AND SUPPLEMENTAL MEASURES (1)

Reconciliation of Net Income to FFO and Core FFO (dollars and shares in thousands)
 Three months endedNine months ended
 September 30,September 30,
 2023202220232022
Net income$28,877 $24,345 $79,037 $66,626 
Adjusted for:
Depreciation and amortization of real estate assets - consolidated24,953 24,853 75,077 76,129 
Depreciation and amortization of real estate assets - unconsolidated joint ventures2,608 2,871 7,893 8,416 
FFO56,438 52,069 162,007 151,171 
FFO attributable to noncontrolling interests in other consolidated partnerships— — (248)— 
Allocation of earnings to participating securities(651)(412)(1,560)(1,270)
FFO available to common shareholders (2)
$55,787 $51,657 $160,199 $149,901 
As further adjusted for:
Compensation-related adjustments (3)
— — (806)2,447 
Gain on sale of non-real estate asset (4)
— — — (2,418)
Impact of above adjustments to the allocation of earnings to participating securities — — — 
Core FFO available to common shareholders (2)
$55,787 $51,657 $159,399 $149,930 
FFO available to common shareholders per share - diluted (2)
$0.50 $0.47 $1.45 $1.37 
Core FFO available to common shareholders per share - diluted (2)
$0.50 $0.47 $1.44 $1.37 
Weighted Average Shares:
Basic weighted average common shares104,461 103,749 104,308 103,655 
Effect of notional units1,026 527 898 473 
Effect of outstanding options832 661 783 701 
Diluted weighted average common shares (for earnings per share computations)106,319 104,937 105,989 104,829 
Exchangeable operating partnership units 4,738 4,762 4,738 4,762 
Diluted weighted average common shares (for FFO and Core FFO per share computations) (2)
111,057 109,699 110,727 109,591 
(1)Refer to Non-GAAP Definitions beginning on page 30 for definitions of the non-GAAP supplemental measures used in this report.
(2)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.
(3)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(4)Represents gain on sale of the corporate aircraft.


20    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Reconciliation of FFO to FAD (dollars and shares in thousands) (1)
 Three months endedNine months ended
 September 30,September 30,
 2023202220232022
FFO available to common shareholders$55,787 $51,657 $160,199 $149,901 
Adjusted for:
Corporate depreciation excluded above421 592 1,579 1,779 
Amortization of finance costs796 763 2,395 2,304 
Amortization of net debt discount159 131 455 372 
Amortization of equity-based compensation3,387 3,006 9,040 9,965 
Straight-line rent adjustments409 155 1,410 1,190 
Market rent adjustments257 186 545 499 
Second generation tenant allowances and lease incentives(3,389)(1,779)(7,718)(4,938)
Capital improvements(10,275)(4,047)(19,776)(10,672)
Adjustments from unconsolidated joint ventures(423)203 (528)165 
FAD available to common shareholders (2)
$47,129 $50,867 $147,601 $150,565 
Dividends per share$0.2450 $0.2000 $0.7100 $0.5825 
FFO payout ratio 49 %43 %49 %43 %
FAD payout ratio 58 %43 %53 %43 %
Diluted weighted average common shares (2)
111,057 109,699 110,727 109,591 
(1)Refer to page 20 for a reconciliation of net income to FFO available to common shareholders.
(2)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.

































21    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio and total portfolio at pro rata share (in thousands)
Three months endedNine months ended
September 30,September 30,
2023202220232022
Net income$28,877 $24,345 $79,037 $66,626 
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(2,389)(2,055)(6,030)(6,795)
Interest expense11,688 11,660 35,997 34,870 
Other income(1,899)(1,395)(7,023)(4,154)
Depreciation and amortization25,374 25,445 76,656 77,908 
Other non-property (income) expenses(306)(279)(1,327)(45)
Corporate general and administrative expenses18,950 17,495 54,674 52,309 
Non-cash adjustments (1)
670 348 1,971 1,711 
Lease termination fees (392)(228)(400)(2,859)
Portfolio NOI - Consolidated80,573 75,336 233,555 219,571 
Non-same center NOI - Consolidated(90)(479)(50)(950)
Same Center NOI - Consolidated (2)
$80,483 $74,857 $233,505 $218,621 
Portfolio NOI - Consolidated$80,573 $75,336 $233,555 $219,571 
Pro rata share of unconsolidated joint ventures7,418 6,850 20,949 20,406 
Portfolio NOI - Total portfolio at pro rata share87,991 82,186 254,504 239,977 
Non-same center NOI - Total portfolio at pro rata share(90)(479)(50)(950)
Same Center NOI - Total portfolio at pro rata share (2)
$87,901 $81,707 $254,454 $239,027 
(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)Sold outlet centers excluded from Same Center NOI:
Outlet centers sold:
Blowing RockDecember 2022Consolidated









22    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Same Center NOI - total portfolio at pro rata share (in thousands)
Three months endedNine months ended
September 30,%September 30,%
20232022Change20232022Change
Same Center Revenues:
Base rentals$83,465 $77,721 7.4 %$241,589 $232,137 4.1 %
Percentage rentals5,405 7,149 -24.4 %13,599 16,027 -15.1 %
Tenant expense reimbursement33,453 30,934 8.1 %99,324 90,820 9.4 %
Uncollectible tenant revenues30 86 -65.1 %(1,214)1,808 NM
Rental revenues122,353 115,890 5.6 %353,298 340,792 3.7 %
Other revenues4,749 4,562 4.1 %12,701 10,990 15.6 %
Total same center revenues127,102 120,452 5.5 %365,999 351,782 4.0 %
Same Center Expenses:
Property operating39,188 38,677 1.3 %111,422 112,607 -1.1 %
General and administrative13 68 -80.9 %123 148 -16.9 %
Total same center expenses39,201 38,745 1.2 %111,545 112,755 -1.1 %
Same Center NOI - Total portfolio at pro rata share$87,901 $81,707 7.6 %$254,454 $239,027 6.5 %
NM – Not meaningful
23    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Reconciliation of Net Income to Adjusted EBITDA (in thousands)
Three months endedNine months ended
September 30,September 30,
2023202220232022
Net income$28,877 $24,345 $79,037 $66,626 
Adjusted to exclude:
Interest expense, net9,283 10,297 28,584 33,260 
Income tax expense (benefit)34 (32)186 
Depreciation and amortization25,374 25,445 76,656 77,908 
Compensation-related adjustments (1)
— — (806)2,447 
Gain on sale of non-real estate asset (2)
— — — (2,418)
Adjusted EBITDA$63,538 $60,121 $183,439 $178,009 

Twelve months ended
September 30,December 31,
20232022
Net income$98,242 $85,831 
Adjusted to exclude:
Interest expense, net38,696 43,372 
Income tax expense (benefit)(80)138 
Depreciation and amortization110,652 111,904 
Gain on sale of assets(3,156)(3,156)
Compensation-related adjustments (1)
(806)2,447 
Gain on sale of non-real estate asset (2)
— (2,418)
Loss on early extinguishment of debt222 222 
Adjusted EBITDA$243,770 $238,340 
(1)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(2)Represents gain on sale of the corporate aircraft.

24    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands)
Three months endedNine months ended
September 30,September 30,
2023202220232022
Net income$28,877$24,345$79,037$66,626
Adjusted to exclude:
Interest expense, net9,283 10,297 28,584 33,260 
Income tax expense (benefit)34 (32)186 
Depreciation and amortization25,374 25,445 76,656 77,908 
Pro rata share of interest expense, net - unconsolidated joint ventures2,224 1,804 6,550 4,838 
Pro rata share of depreciation and amortization - unconsolidated joint ventures
2,608 2,871 7,893 8,416 
EBITDAre$68,370$64,796$198,688$191,234
Compensation-related adjustments (1)
— — (806)2,447 
Gain on sale of non-real estate asset (2)
— — — (2,418)
Adjusted EBITDAre$68,370$64,796$197,882$191,263
Twelve months ended
September 30,December 31,
20232022
Net income$98,242$85,831
Adjusted to exclude:
Interest expense, net38,696 43,372 
Income tax expense (benefit)(80)138 
Depreciation and amortization110,652 111,904 
Gain on sale of assets(3,156)(3,156)
Pro-rata share of interest expense, net - unconsolidated joint ventures 8,684 6,972 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures10,495 11,018 
EBITDAre$263,533$256,079
Compensation-related adjustments (1)
(806)2,447 
Gain on sale of non-real estate asset (2)
— (2,418)
Loss on early extinguishment of debt222 222 
Adjusted EBITDAre$262,949$256,330
(1)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(2)Represents gain on sale of the corporate aircraft.
25    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Reconciliation of Total Debt to Net Debt for the consolidated portfolio and total portfolio at pro rata share (in thousands)
 September 30, 2023
ConsolidatedPro Rata Share of Unconsolidated JVsTotal at
Pro Rata Share
 
Total debt$1,426,832 $160,318 $1,587,150 
Less:
Cash and cash equivalents(188,459)(5,239)(193,698)
Short-term investments (1)
(13,150)— (13,150)
Total cash and cash equivalents and short-term investments(201,609)(5,239)(206,848)
Net debt$1,225,223 $155,079 $1,380,302 

 December 31, 2022
ConsolidatedPro Rata Share of Unconsolidated JVsTotal at
Pro Rata Share
 
Total debt$1,428,494 $164,505 $1,592,999 
Less:
Cash and cash equivalents(212,124)(8,686)(220,810)
Short-term investments (1)
(52,450)— (52,450)
Total cash and cash equivalents and short-term investments(264,574)(8,686)(273,260)
Net debt$1,163,920 $155,819 $1,319,739 
(1)     Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.
26    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Non-GAAP Pro Rata Balance Sheet Information as of September 30, 2023 (in thousands)

Non-GAAP
 
Pro Rata Share of Unconsolidated Joint Ventures (1)
Assets 
Rental property:
Land$40,868 
Buildings, improvements and fixtures230,269 
Construction in progress32 
271,169 
Accumulated depreciation(98,614)
Total rental property, net172,555 
Cash and cash equivalents5,239 
Deferred lease costs and other intangibles, net1,327 
Prepaids and other assets6,979 
Total assets $186,100 
Liabilities and Owners’ Equity
Liabilities
Mortgages payable, net$160,318 
Accounts payable and accruals6,482 
Total liabilities166,800 
Owners’ Equity19,300 
Total liabilities and owners’ equity$186,100 
(1)The carrying value of our investments in unconsolidated joint ventures as reported in our Consolidated Balance Sheet differs from our pro rata share of the net assets shown above 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 totaled $3.1 million as of September 30, 2023 and are being amortized over the various useful lives of the related assets.

27    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Non-GAAP Pro Rata Statement of Operations Information for the nine months ended September 30, 2023 (in thousands)
Non-GAAP Pro Rata Share
 Noncontrolling InterestsUnconsolidated Joint Ventures
Revenues:
Rental revenues
$— $32,801 
Other revenues— 940 
Total revenues 33,741 
Expense:
Property operating— 13,157 
General and administrative— 106 
Depreciation and amortization— 7,893 
Total expenses 21,156 
Other income (expense):
Interest expense— (6,761)
Other income (expenses)(248)206 
Total other income (expense)(248)(6,555)
Net income($248)$6,030 

The table below provides details of the components included in our share of rental revenues for the nine months ended September 30, 2023 (in thousands)
Non-GAAP Pro Rata Share
 Noncontrolling InterestsUnconsolidated Joint Ventures
Rental revenues:
Base rentals
$— $19,971 
Percentage rentals — 2,094 
Tenant expense reimbursements— 11,132 
Lease termination fees — 84 
Market rent adjustments— — 
Straight-line rent adjustments— (552)
Uncollectible tenant revenues— 72 
Rental revenues $— $32,801 

28    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif





Guidance for 2023

Based on the Company’s better-than-anticipated performance in the third quarter and its outlook for the remainder of 2023, management is increasing its full-year 2023 guidance with its current expectations for net income, FFO and Core FFO per share for 2023 as follows:

For the year ending December 31, 2023:RevisedPrevious
Low RangeHigh RangeLow RangeHigh Range
Estimated diluted net income per share$0.93 $0.97 $0.90 $0.97 
Depreciation and amortization of real estate assets - consolidated and the Company’s share of unconsolidated joint ventures0.98 0.98 0.96 0.96 
Estimated diluted FFO per share$1.91 $1.95 $1.86 $1.93 
Reversal of previously expensed compensation related to executive departure (1)
(0.01)(0.01)(0.01)(0.01)
Estimated diluted Core FFO per share$1.90 $1.94 $1.85 $1.92 
(1) During the first quarter of 2023, the Company reversed $0.8 million of previously expensed compensation related to a voluntary executive departure.

Tanger’s estimates reflect the following key assumptions (dollars and shares in millions):

For the year ending December 31, 2023:RevisedPrevious
Low RangeHigh RangeLow RangeHigh Range
Same Center NOI growth - total portfolio at pro rata share4.75 %5.50 %3.50 %5.00 %
General and administrative expense, excluding executive departure adjustments (1)
$73.0 $76.0 $73.0 $76.0 
Interest expense$47.5 $48.5 $47.0 $49.0 
Other income (expense) (2)
$8.0 $9.0 $7.0 $9.0 
Annual recurring capital expenditures, renovations and second generation tenant allowances$40.0 $50.0 $45.0 $55.0 
(1)     During the first quarter of 2023, the Company reversed $0.8 million of previously expensed compensation related to a voluntary executive departure.
(2)     Includes interest income.

Weighted average diluted common shares are expected to be approximately 106 million for earnings per share and 111 million for FFO and Core FFO per share. The estimates above do not include the impact of the acquisition or sale of any outparcels, properties or joint venture interests, or any additional financing activity.
29    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




NON-GAAP DEFINITIONS

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 generally accepted accounting principles in the United States (“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 unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. 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.

Core FFO

If applicable, 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 above, if applicable. 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.

30    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




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.

Funds Available for Distribution

Funds Available for Distribution (“FAD”) is a non-GAAP financial measure that we define as FFO (defined 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), excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

We believe that net income (loss) is the most directly comparable GAAP financial measure to FAD. FAD does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Other companies in our industry may calculate FAD differently than we do, limiting its usefulness as a comparative measure.

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 both a consolidated and total portfolio, including pro rata share of unconsolidated joint ventures, 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.




31    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




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) 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 adjustments, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on 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) 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 extinguishment of debt, net, compensation-related adjustments, gain on sale of non-real estate asset, casualty gains and losses, 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.

Net Debt

We define Net Debt as Total Debt less Cash and Cash Equivalents and Short-Term Investments and present this metric for both the consolidated portfolio and for the total portfolio, including the consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Net debt is a component of the Net debt to Adjusted EBITDA ratio, which is defined as Net debt for the respective portfolio divided by Adjusted EBITDA (consolidated portfolio) or Adjusted EBITDAre (total portfolio at pro rata share). We use the Net debt to Adjusted EBITDA and the Net debt to Adjusted EBITDAre ratios to evaluate the Company's leverage. We believe this measure is an important indicator of the Company's ability to service its long-term debt obligations.

Non-GAAP Pro Rata Balance Sheet and Income Statement Information

The pro rata balance sheet and pro rata income statement information is not, and is not intended to be, a presentation in accordance with GAAP. The pro rata balance sheet and pro rata income statement information reflect our proportionate economic ownership of each asset in our portfolio that we do not wholly own. These assets may be found in the table earlier in this report entitled, “Unconsolidated Joint Venture Information.” The amounts in the column labeled “Pro Rata Portion Unconsolidated Joint Ventures” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. A similar calculation was performed for the amounts in the column labeled “Pro Rata Portion Noncontrolling interests.”






32    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) quarterly, to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and vary depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on the legal ownership percentage shown in the table found earlier in this report entitled “Unconsolidated Joint Venture Information”.

We provide pro rata balance sheet and income statement information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company’s reported results under GAAP. The presentation of pro rata financial information has limitations as an analytical tool. Some of these limitations include:

The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
Other companies in our industry may calculate their pro rata interest differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, the pro rata balance sheet and income statement information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using the pro rata balance sheet and income statement information only supplementally.


33    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif




Investor Information
Tanger® welcomes any questions or comments from shareholders, analysts, investment managers, and prospective investors. Please address all inquiries to our Investor Relations Department.
Tanger Factory Outlet Centers, Inc.
Investor Relations
Phone:(336) 834-6892
Fax:(336) 297-0931
e-mail:tangerir@tanger.com
Mail:Tanger Factory Outlet Centers, Inc.
 3200 Northline Avenue
 Suite 360
 Greensboro, NC 27408

34    
Supplemental Operating and Financial Data for the
Quarter Ended September 30, 2023
tanger_openair002.gif