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What changed in TANGER INC.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of TANGER INC.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+436 added−431 removedSource: 10-K (2024-02-21) vs 10-K (2023-02-27)

Top changes in TANGER INC.'s 2023 10-K

436 paragraphs added · 431 removed · 271 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

108 edited+111 added−68 removed54 unchanged
Biggest changeShould a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the insurance policies noted above or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in and anticipated revenue from one or more of our outlet centers, which could adversely affect our results of operations and financial condition, as well as our ability to make distributions to our shareholders.
Biggest changeShould a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the insurance policies noted above or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in and anticipated revenue from one or more of our centers, which could adversely affect our results of operations and financial condition, as well as our ability to pay dividends to our shareholders. 21 Under the terms and conditions of our leases, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons and contamination of air, water, land or property, on or off the premises, due to activities conducted in the leased space, except for claims arising from negligence or intentional misconduct by us or our agents.
In order to help ensure the viability of proceeding with a project, we gauge the interest of our retail partners first.
In order to help ensure the viability of proceeding with a project, we first gauge the interest of our retail partners.
Northline Indemnity, LLC, ("Northline"), a wholly-owned captive insurance subsidiary of the Operating Partnership, is responsible for losses up to certain levels for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Specified types and amounts of insurance are required to be carried by each tenant under their lease.
Northline Indemnity, LLC, a wholly-owned captive insurance subsidiary of the Operating Partnership, is responsible for losses up to certain levels for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Specified types and amounts of insurance are required to be carried by each tenant under their lease.
We intend to grow our business in part through acquisitions and new developments. We compete with institutional pension funds, private equity investors, other REITs, small owners of outlet centers, specialty stores and others who are engaged in the acquisition, development or ownership of outlet centers and stores. These competitors may succeed in acquiring or developing outlet centers themselves.
We intend to grow our business in part through acquisitions and new developments. We compete with institutional pension funds, private equity investors, other REITs, small owners of outlet centers, specialty stores and others who are engaged in the acquisition, development or ownership of centers and stores. These competitors may succeed in acquiring or developing centers themselves.
Future retail real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or through management agreements. Increasing net operating income at existing outlet centers Our leasing team focuses on optimizing the use of our real estate to attract and engage best in class brands and retailers with a focus on maximizing consumer demand and rent.
Future retail real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or through management agreements. Increasing net operating income at existing centers Our leasing team focuses on optimizing the use of our real estate to attract and engage best in class brands and retailers with a focus on maximizing consumer demand and rent.
Achieving higher base and percentage rents and generating additional income from temporary leasing, media and other non-store sources also remains an important focus and goal. 9 Leasing Our long-standing retailer relationships and our focus on identifying emerging retailers allow us the ability to provide our shoppers with a collection of the world's most popular retailers.
Achieving higher base and percentage rents and generating additional income from temporary leasing, media and other non-store sources also remains an important focus and goal. Leasing Our long-standing retailer relationships and our focus on identifying emerging retailers allow us the ability to provide our shoppers with a collection of the world's most popular retailers.
As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized. In the current and recent years, we have recorded impairment charges related to both our long-lived assets and our investments in consolidated joint ventures.
As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized. In recent years, we have recorded impairment charges related to both our long-lived assets and our investments in consolidated joint ventures.
In order for our outlet centers to perform at a high level, our leasing professionals continually monitor and evaluate tenant mix, store size, store location and sales performance. They also work to assist our tenants through re-sizing and re-location of retail space within each of our outlet centers for maximum sales of each retail unit across our portfolio.
In order for our centers to perform at a high level, our leasing professionals continually monitor and evaluate tenant mix, store size, store location and sales performance. They also work to assist our tenants through re-sizing and re-location of retail space within each of our centers for maximum sales of each retail unit across our portfolio.
We typically prefer to have signed leases or leases out for negotiation with tenants for at least 60% of the space in each outlet center prior to acquiring the site and beginning construction; however, we may choose to proceed with construction with less than 60% of the space pre-leased under certain circumstances.
We typically prefer to have signed leases or leases out for negotiation with tenants for at least 60% of the space in each center prior to acquiring the site and beginning construction; however, we may choose to proceed with construction with less than 60% of the space pre-leased under certain circumstances.
Our income and funds for distribution would be adversely affected if rental rates at our centers decrease, if a significant number of our tenants were unable to meet their obligations to us or if we were unable to lease a significant amount of space in our outlet centers on economically favorable lease terms.
Our income and funds for distribution would be adversely affected if rental rates at our centers decrease, if a significant number of our tenants were unable to meet their obligations to us or if we were unable to lease a significant amount of space in our centers on economically favorable lease terms.
Also, our potential acquisition targets may find our competitors to be more attractive acquirers because they may have greater marketing and financial resources, may be willing to pay more, or may have a more compatible operating philosophy. If we pay higher prices for outlet centers, our profitability may be reduced.
Also, our potential acquisition targets may find our competitors to be more attractive acquirers because they may have greater marketing and financial resources, may be willing to pay more, or may have a more compatible operating philosophy. If we pay higher prices for centers, our profitability may be reduced.
Operating Strategy Increasing cash flow to enhance the value of our properties and operations remains a primary business objective. Through targeted marketing and operational efficiencies, we strive to improve sales and profitability of our tenants and our outlet centers as a whole.
Operating Strategy Increasing cash flow to enhance the value of our properties and operations remains a primary business objective. Through targeted marketing and operational efficiencies, we strive to improve sales and profitability of our tenants and our centers as a whole.
We use information technology systems to manage our outlet centers and other business processes. Disruption of those systems, for example, due to ransomware, could adversely impact our ability to operate our business to provide timely service to our customers and maintain our relationships with our tenants.
We use information technology systems to manage our centers and other business processes. Disruption of those systems, for example, due to ransomware, could adversely impact our ability to operate our business to provide timely service to our customers and maintain our relationships with our tenants.
We begin by identifying opportunities and risks, and leverage external frameworks and engage stakeholders, executives and our Board members to help identify key ESG issues. These key issues are translated into operational priorities and processes across our Company.
We begin by identifying opportunities and risks, and leverage external frameworks and engage stakeholders, executives and our Board members to help identify key ESG issues. These key issues are translated into operational priorities and processes across the Company.
Some of the risks to which our outlet centers are subject, including risks of terrorist attacks, war, earthquakes, hurricanes and other natural disasters, are not insurable or may not be insurable in the future.
Some of the risks to which our centers are subject, including risks of terrorist attacks, war, earthquakes, hurricanes and other natural disasters, are not insurable or may not be insurable in the future.
Risks Related to Real Estate Investments The economic performance and the market value of our outlet centers are dependent on risks associated with real property investments. Real property investments are subject to varying degrees of risk.
Risks Related to Real Estate Investments The economic performance and the market value of our centers are dependent on risks associated with real property investments. Real property investments are subject to varying degrees of risk.
An uninsured loss or a loss that exceeds our insurance policies on our outlet centers or the insurance policies of our tenants could subject us to lost capital and revenue on those outlet centers.
An uninsured loss or a loss that exceeds our insurance policies on our centers or the insurance policies of our tenants could subject us to lost capital and revenue on those centers.
Because our revenues are ultimately linked to our tenants' success, we are affected by the same competitive factors, such as consumer spending habits, as our tenants. We compete with institutional pension funds, private equity investors, other REITs, individual owners of outlet centers, specialty stores and others who are engaged in the acquisition, development or ownership of outlet centers and stores.
Because our revenues are ultimately linked to our tenants' success, we are affected by the same competitive factors, such as consumer spending habits, as our tenants. We compete with institutional pension funds, private equity investors, other REITs, individual owners of retail centers, specialty stores and others who are engaged in the acquisition, development or ownership of retail centers and stores.
Based on cash provided by operations, cash and cash equivalents, our short-term investments, existing lines of credit, ongoing relationships with certain financial institutions and our ability to issue debt or equity subject to market conditions, we believe that we have access to the necessary financing to fund our planned capital expenditures during 2023.
Based on cash provided by operations, cash and cash equivalents, our short-term investments, existing lines of credit, ongoing relationships with certain financial institutions and our ability to issue debt or equity subject to market conditions, we believe that we have access to the necessary financing to fund our planned capital expenditures during 2024.
Competition We carefully consider the degree of existing and planned competition in a proposed area before deciding to develop, acquire or expand a new outlet center. Our outlet centers compete for customers primarily with outlet centers built and operated by different developers, traditional shopping malls, full- and off-price retailers and e-commerce retailers.
Competition We carefully consider the degree of existing and planned competition in a proposed area before deciding to develop, acquire or expand a new retail center. Our centers compete for customers primarily with retail centers built and operated by different developers, traditional shopping malls, full- and off-price retailers and e-commerce retailers.
Developing new outlet centers We believe that there continue to be opportunities to introduce the Tanger brand in untapped or under-served markets across the United States and Canada in the long-term. We believe our expertise in the outlet industry, extensive development expertise and strong retail relationships give us a distinct competitive advantage.
Developing new centers We believe that there continue to be opportunities to introduce the Tanger brand in untapped or under-served markets across the United States and Canada in the long-term. We believe our expertise in the outlet and open-air retail industry, extensive development expertise and strong retail relationships give us a distinct competitive advantage.
If we are not successful at achieving the anticipated results, there is a potential for a significant adverse impact on our returns and our overall profitability. We face competition for the acquisition and development of outlet centers, and we may not be able to complete acquisitions or developments that we have identified.
If we are not successful at achieving the anticipated results, there is a potential for a significant adverse impact on our returns and our overall profitability. 17 We face competition for the acquisition and development of centers, and we may not be able to complete acquisitions or developments that we have identified.
Our information technology systems have been and may in the future be attacked or breached by individuals or organizations intending to obtain sensitive data regarding our business, customers, employees, tenants or other third parties with whom we do business or disrupt our business operations and information technology systems.
Our information technology systems may in the future be attacked or breached by individuals or organizations intending to obtain sensitive data regarding our business, customers, employees, tenants or other third parties with whom we do business or disrupt our business operations and information technology systems.
In addition, we are focused on generating non-store revenues (other revenues), through marketing partnerships, media and ROI driven sustainability initiatives and actively managing property operating expenses and marketing expenses as a means of growing net operating income.
In addition, we are focused on generating non-store revenues (other revenues), through marketing partnerships, media and return on investment ("ROI") driven sustainability initiatives, and actively managing property operating expenses and marketing expenses as a means of growing net operating income.
In order to maintain our reputation as the premiere shopping destination in the markets that we serve, we have an ongoing program of renovations and expansions taking place at our outlet centers. Construction for expansion and renovation to existing properties typically takes less time, usually between six to nine months depending on the scope of the project.
In order to maintain our reputation as the premier shopping destination in the markets that we serve, we have an ongoing program of renovations and expansions taking place at our centers. Construction for expansion and renovation to existing properties typically takes less time, usually between six to nine months depending on the scope of the project.
The Company is a North Carolina corporation that was incorporated in March 1993 and the Operating Partnership is a North Carolina partnership that was formed in May 1993. Our executive offices are currently located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina, 27408 and our telephone number is (336) 292-3010. Our website can be accessed at www.tangeroutlet.com.
The Company is a North Carolina corporation that was incorporated in March 1993 and the Operating Partnership is a North Carolina limited partnership that was formed in May 1993. Our executive offices are currently located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina, 27408 and our telephone number is (336) 292-3010. Our website can be accessed at www.tanger.com.
The managers closely monitor the operation, marketing and local relationships at each of their outlet centers. 11 Insurance We believe that as a whole our properties are covered by adequate comprehensive liability, fire, flood, earthquake and extended loss insurance provided by reputable companies with commercially reasonable and customary deductibles and limits.
The managers closely monitor the operation, marketing and local relationships at each of their centers. 13 Insurance We believe that as a whole our properties are covered by adequate comprehensive liability, fire, flood, earthquake and extended loss insurance provided by reputable companies with commercially reasonable and customary deductibles and limits.
Furthermore, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems, which in turn may impact our business and operations.
Moreover, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems, which in turn may impact our business and operations.
Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments thereto can be obtained, free of charge, on our website as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC").
Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto can be obtained, free of charge, on our website as soon as reasonably practicable after we file such material with, or furnish it to, the SEC.
Our outlet centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and subsidiaries, which we refer to as the Operating Partnership. The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership.
Our shopping centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and its subsidiaries, which we refer to collectively as the Operating Partnership. The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership.
We partner with many of the world's best known and most respected brands and retailers. By fostering and maintaining strong relationships with these successful, high volume companies, we have been able to solidify our position as a leader in the outlet industry for over thirty years.
We partner with many of the world's best known and most respected brands and retailers. By fostering and maintaining strong relationships with these successful, high volume companies, we believe we have been able to solidify our position as a leader in the outlet and open-air retail industry for over thirty years.
We also operate in a manner intended to enable us to preserve our status as a REIT, including, among other things, making distributions with respect to our then outstanding common shares and preferred shares, if applicable, equal to at least 90% of our taxable income each year.
We also operate in a manner intended to enable us to preserve our status as a REIT, including, among other things, making distributions with respect to our then outstanding common shares and preferred shares, if applicable, equal to at least 90% of our taxable income each year, excluding net capital gains.
To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans and strategies with respect to expansion, development, property management, on-going operations, financing (for example, decisions as to whether to refinance or obtain financing, when and whether to pay down principal of any loan and whether and how to cure any defaults under loan documents) or other similar transactions with respect to such properties. 18 We face risks associated with climate change.
To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans and strategies with respect to expansion, development, property management, on-going operations, financing (for example, decisions as to whether to refinance or obtain financing, when and whether to pay down principal of any loan and whether and how to cure any defaults under loan documents) or other similar transactions with respect to such properties.
In addition, based upon current market conditions, one of our outlet centers has an estimated fair value significantly less than its recorded carrying value of approximately $113.0 million. However, based on our current plan with respect to that outlet center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.
In addition, based upon current market conditions, one of our centers has an estimated fair value significantly less than its recorded carrying value of approximately $111.1 million. However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.
The contents of our ESG Report, ESG Policies and other ESG-related disclosures are not incorporated by reference into this Form 10-K, and do not form a part of this Form 10-K. Government Regulations We are subject to regulation by various federal, state, provincial and local agencies.
The contents of our ESG Report, ESG Policies and other ESG-related disclosures are not incorporated by reference into this Annual Report and do not form a part of this Annual Report. 15 Government Regulations We are subject to regulation by various federal, state, provincial and local agencies.
We also had partial ownership interests in 6 unconsolidated outlet centers totaling approximately 2.1 million square feet, including 2 outlet centers in Canada. Our portfolio also includes one managed center totaling approximately 500,000 square feet. Each of our outlet centers, except one joint venture property, features the Tanger brand name.
We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada. Our portfolio also includes two managed centers totaling approximately 760,000 square feet. Each of our centers, except one joint venture center, features the Tanger brand name.
In April 2020, Stephen Yalof, a successful and proven retail real estate executive, joined the Company as President and Chief Operating Officer, as part of an executive succession plan for the role of CEO. Effective January 1, 2021, Steven B.
In April 2020, Stephen Yalof, a successful and proven retail and real estate executive, joined the Company as President and Chief Operating Officer, as part of an executive succession plan for the role of Chief Executive Officer. Mr. Yalof became the Chief Executive Officer of the Company effective January 1, 2021.
As a result, our current primary focus is to continually strengthen our capital and liquidity position by controlling and reducing construction and overhead costs, generating positive cash flows from operations to cover our distributions and maintaining appropriate leverage levels.
As a result, our current primary focus is to continually strengthen our capital and liquidity position by controlling our capital expenditure levels, generating positive cash flows from operations to cover our distributions and maintaining appropriate leverage levels.
We work to embrace these differences which strengthen Our Tanger. Our philanthropic and sustainable commitments exist to better all the communities we serve. Seek the Success of Others - We are all in this together, and we believe true success can only be achieved when it is experienced by our shoppers, retailers, and team members alike.
Our philanthropic and sustainable commitments exist to better all the communities we serve. Seek the Success of Others - We are all in this together, and we believe true success can only be achieved when it is experienced by our shoppers, retailers, and team members alike.
Business History Stanley K. Tanger, the Company's founder, entered the outlet center business in 1981. Prior to founding our Company, Stanley K. Tanger and his son, Steven B. Tanger, our Executive Chair, built and managed a successful family owned apparel manufacturing business, Tanger/Creighton, Inc., which included the operation of five outlet stores.
Business History Stanley K. Tanger, the Company's founder, entered the outlet center business in 1981. Prior to founding the Company, Stanley K. Tanger and his son, Steven B. Tanger, our Non-Executive Chair, built and managed a successful family-owned apparel manufacturing business, Tanger/Creighton, Inc.
The economic performance and values of real estate may be affected by many factors, including changes in the national, regional and local economic climate, inflation, interest rates, changes in government policies and regulations, unemployment rates, consumer confidence, consumer shopping preferences, local conditions such as an oversupply of space or a reduction in demand for real estate in the area, the attractiveness of the properties to tenants, competition from other available space, our ability to provide adequate maintenance and insurance and increased operating costs.
The economic performance and market values of our real property investments may be affected by many factors, including changes in the international, national, regional and local economic climate, inflation, deflation, interest rates, changes in government policies and regulations, including changes in tax laws, unemployment rates, consumer confidence, consumer shopping preferences, local conditions such as an oversupply of space or a reduction in demand for real estate in the area, the attractiveness of the properties to tenants, competition from other available space, our ability to provide adequate maintenance and insurance, increased operating costs and increased costs to address environmental impacts related to climate change or natural disasters.
As such, the closings of a significant amount of stores could have a material adverse effect on our results of operations and could result in a lower level of funds for distribution.
As such, the closings of a significant amount of stores could have a material adverse effect on our results of operations and could result in a lower level of funds for distribution to our shareholders. Significant inflation could negatively impact our business.
Approximately, 47% of the square footage of our consolidated portfolio are in a coastal areas, which are at risk to be impacted by storms intensity and 16% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels.
Approximately, 42% of the square footage of our consolidated portfolio are located in coastal areas, which are at risk to be impacted by storms intensity and 14% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels.
A security compromise of our or our critical providers' information technology systems or business operations could occur through cyber-attacks or cyber-intrusions over the Internet, malware, ransomware, computer viruses, attachments to e-mails, persons inside our organization, or persons with access to systems inside our organization, due to malicious conduct, human error, negligence, and social engineering, as well as due to bugs, coding misconfigurations or other software vulnerabilities.
Many of these providers have likewise experienced and expect to continue to experience cyberattacks and other security incidents. 27 A security compromise of our or our critical providers' information technology systems or business operations could occur through cyber-attacks or cyber-intrusions over the Internet, malware, ransomware, computer viruses, attachments to e-mails, persons inside our organization, or persons with access to systems inside our organization, due to malicious conduct, human error, negligence, and social engineering, as well as due to bugs, coding misconfigurations or other software vulnerabilities.
In addition, the number of entities competing to acquire or develop outlet centers has increased and may continue to increase in the future, which could increase demand for these outlet centers and the prices we must pay to acquire or develop them.
In addition, the number of entities competing to acquire or develop retail centers has increased and may continue to increase in the future, which could increase demand for these retail centers and the prices we must pay to acquire or develop them. Financial Information We have one reportable operating segment.
Our occupancy at our consolidated centers has increased from 95% at the end of 2021 to 97% at the end of 2022. If our occupancy declines, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.
Our occupancy at our consolidated centers has remained stable at 97% at December 31, 2023 and 2022, respectively. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.
The Executive Committee monitors progress toward achievement of goals and communicates priority ESG issues to senior leadership. Our full Board of Directors provides oversight for the ESG function, and, as appropriate, certain matters are considered by a specific committee of the Board of Directors. Priority ESG issues Our ESG materiality process drives strategy on environmental, social, economic and governance topics.
Our full Board provides oversight for the ESG function, and, as appropriate, certain matters are considered by a specific committee of the Board. Priority ESG issues Our ESG materiality process drives strategy on environmental, social, economic and governance topics.
The approval or consent of the other members of these joint ventures is required before we may sell, finance, expand or make other significant changes in the operations of these properties.
We own partial interests in centers with various joint venture partners. The approval or consent of the other members of these joint ventures is required before we may sell, finance, expand or make other significant changes in the operations of these properties.
For the year ended December 31, 2022, the components of rental revenues are as follows (in thousands): 2022 Rental revenues - fixed $ 319,219 Rental revenues - variable (1) 102,200 Rental revenues $ 421,419 (1) Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes, which are paid on a pro rata basis.
For the year ended December 31, 2023, the components of rental revenues are as follows (in thousands): 2023 Rental revenues - fixed $ 343,433 Rental revenues - variable (1) 95,456 Rental revenues $ 438,889 (1) Primarily includes rents based on a percentage of tenant gross sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes, which are paid on a pro rata basis.
Construction of a new outlet center has typically taken us twelve to eighteen from groundbreaking to grand opening of the outlet center. Expanding and renovating existing outlet centers Keeping our centers vibrant and growing is a key part of our formula for success.
Construction of a new center typically takes us 12 to 18 months from groundbreaking to the grand opening of the center. 11 Expanding and renovating existing centers Keeping our centers vibrant and growing is a key part of our formula for success.
The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC. Recent Developments New Development In May 2022, we broke ground on our 37th center in Nashville, Tennessee.
The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with or furnish to the SEC. Recent Developments New Development In October 2023, we opened a 291,000 square foot outlet center in Nashville, Tennessee.
We focus our efforts on increasing net operating income at our existing outlet centers, renovating and optimizing selected outlet centers and pursuing disciplined external growth in our current markets and potential new markets through selective ground-up development or the acquisition of retail real estate.
Growth Strategy Our goal is to build shareholder value through a comprehensive, disciplined plan for sustained, long-term growth. We focus our efforts on increasing net operating income at our existing centers, renovating and optimizing selected centers and pursuing disciplined external growth in our current markets and potential new markets through selective ground-up development or the acquisition of retail real estate.
Human Capital Resources As of December 31, 2022, we had 341 full-time employees, located at our corporate headquarters in North Carolina and 32 business offices. At that date, we also employed 262 part-time employees at various locations. In 2022, 57% of our full-time workforce has been with us for five years or longer.
Human Capital As of December 31, 2023, we had 364 full-time employees, located at our corporate headquarters in North Carolina and 35 business offices. At that date, we also employed 43 part-time employees at various locations. In 2023, 41% of our full-time workforce have been employed by us for five years or longer.
The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest. As of December 31, 2022, the Company and its wholly-owned subsidiaries owned 104,497,920 units of the Operating Partnership and the Non-Company LPs collectively owned 4,737,982 Class A common limited partnership units.
The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest in the Operating Partnership. As of December 31, 2023, the Company and its wholly-owned subsidiaries owned 108,793,251 units of the Operating Partnership and the Non-Company LPs collectively owned 4,707,958 Class A common limited partnership units.
The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company.
As a result, these obligations are effectively subordinated to existing and future liabilities of the Operating Partnership. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company.
In 2021 and 2022, we disclosed to Global Real Estate Sustainability Benchmark (GRESB) and CDP (formerly, the Carbon Disclosure Project). We are also currently assessing our climate-related governance and strategy to report in line with the Task Force on Climate-related Financial Disclosures (TCFD) and we became a signatory to the United Nations Global Compact (UNGC) in 2022.
Since 2021, we have disclosed our data to the Global Real Estate Sustainability Benchmark ("GRESB") and CDP (formerly, the "Carbon Disclosure Project"). In 2022, we became a signatory to the United Nations Global Compact, and aligned our reporting with the Task Force on Climate-related Financial Disclosures ("TCFD") framework.
As of December 31, 2022, through a co-ownership arrangement with a Canadian REIT, we have an ownership interest in two properties in Canada. Our operating results and the value of our Canadian operations may be impacted by any unhedged movements in the Canadian dollar. Canadian ownership activities carry risks that are different from those we face with our domestic properties.
Our operating results and the value of our Canadian operations may be impacted by any unhedged movements in the Canadian dollar. Canadian ownership activities carry risks that are different from those we face with our domestic properties.
If the unauthorized release or loss of customer, employee or other confidential or sensitive data were to occur, our operations and financial results and our share price could also be adversely affected.
If the unauthorized release or loss of customer, employee or other confidential or sensitive data were to occur, our operations and financial results and our share price could also be adversely affected. We may expend significant resources or modify our business activities to try to protect against security incidents.
As of December 31, 2022, our consolidated portfolio consisted of 29 outlet centers, with a total gross leasable area of approximately 11.4 million square feet, which were 97% occupied and contained over 2,200 stores representing approximately 600 store brands, as well as one center under construction.
As of December 31, 2023, our consolidated portfolio consisted of 31 outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet, which were 97% occupied and contained over 2,400 stores representing approximately 660 store brands.
Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.
Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT for U.S. federal income tax purposes.
As of December 31, 2022, we maintain offices and employ on-site management at 32 consolidated and unconsolidated outlet centers.
As of December 31, 2023, we maintain offices and employ on-site management at 34 consolidated and unconsolidated centers and one managed center.
These factors are not intended to be an all-encompassing list of risks and uncertainties and are not the only risks and uncertainties we face. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.
ITEM 1A RISK FACTORS Important risk factors that could materially affect our business, financial condition or results of operations in future periods are described below. These factors are not intended to be an all-encompassing list of risks and uncertainties and are not the only risks and uncertainties we face.
We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. The market price of our common shares or other securities may fluctuate significantly in response to many factors.
We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. The price per share of our stock may fluctuate significantly.
These risks include the following: • significant expenditure of money and time on projects that may be delayed or never be completed; • higher than projected construction costs; • shortage of construction materials and supplies; • failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and • late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.
These risks include, but are not limited to, the following: • significant expenditure of money and time on projects that may be delayed or never be completed; • higher than projected construction costs; • shortage of construction materials and supplies; • failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; • late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control; and • development projects may have defects we do not discover through our inspection processes, including latent defects that may not reveal themselves until many years after we put a property in service.
As a result, our ability to sell one or more of our outlet centers in response to any changes in economic or other conditions is limited.
Our centers represent a substantial portion of our total consolidated assets. These assets are relatively illiquid. As a result, our ability to sell one or more of our centers in response to any changes in economic or other conditions is limited.
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. Our interest rate hedging arrangements may not effectively limit our interest rate risk exposure.
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. Adverse changes in our credit ratings could negatively affect our financing ability .
All of these policies may involve substantial deductibles and certain exclusions. Therefore, an uninsured loss or loss that exceeds the insurance policies of our tenants could also subject us to lost capital and revenue. Consumer spending habits have changed and may continue to evolve.
All of these policies may involve substantial deductibles and certain exclusions. Therefore, an uninsured loss or loss that exceeds the insurance policies of our tenants could also subject us to lost capital and revenue. We cannot predict the future availability of insurance coverage against any risk of loss.
As a result, the Company depends upon distributions or other payments from the Operating Partnership in order to meet its financial obligations, including its obligations under any guarantees or to pay dividends or liquidation payments to its common shareholders. As a result, these obligations are effectively subordinated to existing and future liabilities of the Operating Partnership.
The Company's operations are conducted by the Operating Partnership, and the Company's only significant asset is its interest in the Operating Partnership. As a result, the Company depends upon distributions or other payments from the Operating Partnership in order to meet its financial obligations, including its obligations under any guarantees or to pay dividends to its common shareholders.
While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident.
While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident. An increased focus on metrics and reporting related to environmental, social and governance (“ESG”) factors, may impose additional costs and expose us to new risks.
As one of the original participants in this industry and through key additions to our executive, leasing, operating and center teams, we have established long-standing relationships with many of our tenants that we believe are critical in operating, managing, developing, and acquiring successful outlet and retail centers. 7 Our consolidated outlet centers are typically located in a variety of geographical areas, including high frequency tourist destinations and suburbs of vibrant and fast-growing markets.
As one of the original participants in the outlet industry and through key additions to our executive, leasing, operating and center teams, we have long-standing relationships with many of our tenants that we believe are critical in operating, managing, developing, and acquiring successful centers.
We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders.
We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements, including without limitation, cash on hand, retained free cash flow and debt and equity issuances. 12 We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders.
Also, once we have identified potential acquisitions, such acquisitions are subject to the successful completion of due diligence, the negotiation of definitive agreements and the satisfaction of customary closing conditions.
Also, once we have identified potential acquisitions, such acquisitions are subject to the successful completion of due diligence, the negotiation of definitive agreements and the satisfaction of customary closing conditions. We cannot assure you that we will be able to reach acceptable terms with the sellers or that these conditions will be satisfied.
We believe we comply, in all material respects, with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices, and compliance with such statutes and regulations has no material effect on our capital expenditures, earnings or competitive position. 14 ITEM 1A RISK FACTORS Important risk factors that could materially affect our business, financial condition or results of operations in future periods are described below.
We believe we comply, in all material respects, with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices, and compliance with such statutes and regulations has no material effect on our capital expenditures, earnings or competitive position.
If we want to sell an outlet center, there can be no assurance that we will be able to dispose of it in the desired time period or that the sales price will exceed the cost of our investment. 15 Properties have been in the past and may be in the future subject to impairment charges which can adversely affect our financial results.
If we want to sell a center, there can be no assurance that we will be able to dispose of it in the desired time period or that the sales price will exceed the cost of our investment.
Risks Related to our Indebtedness and Financial Markets We are subject to the risks associated with debt financing. We are subject to risks associated with debt financing, including the risk that the cash provided by our operating activities will be insufficient to meet required payments of principal and interest.
We are subject to risks associated with debt financing, including the risk that the cash provided by our operating activities will be insufficient to meet required payments of principal and interest. Disruptions in the capital and credit markets may adversely affect our operations, including the ability to fund planned capital expenditures and potential new developments or acquisitions.
We are substantially dependent on the results of operations of our retail tenants and their bankruptcy, early termination or closing could adversely affect us. Our operations are subject to the results of operations of our retail tenants. A portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants.
Our operations are subject to the results of operations of our retail tenants. As noted above, a portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants.
Our seasoned team of professionals with diverse sets of expertise utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet business. 8 Growth Strategy Our goal is to build shareholder value through a comprehensive, disciplined plan for sustained, long-term growth.
Our seasoned team of professionals with diverse sets of expertise utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet and open-air retail business.
ESG governance Our ESG Executive Committee leads the governance of ESG matters at our Company and is chaired by our General Counsel. Consisting of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture, the Executive Committee advises on the Company's approach to ESG.
Consisting of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture, the Executive Committee advises on the Company's approach to ESG. The Executive Committee monitors progress toward achievement of goals and communicates priority ESG issues to senior leadership.
However, there are significant risks associated with our development activities in addition to those generally associated with the ownership and operation of established retail properties. While we have policies in place designed to limit the risks associated with development, these policies do not mitigate all development risks associated with a project.
While we have policies in place designed to limit the risks associated with development, these policies do not mitigate all development risks associated with a project.
ITEM 1. BUSINESS The Company and the Operating Partnership Tanger Factory Outlet Centers, Inc. and subsidiaries, which we refer to as the Company, is one of the largest owners and operators of outlet centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing outlet shopping centers.
ITEM 1. BUSINESS The Company and the Operating Partnership Tanger Inc. and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air centers in the United States and Canada.

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Item 2. Properties

Properties — owned and leased real estate

26 edited+8 added−15 removed6 unchanged
Biggest changeSquare Feet (in 000's) (1) Average Annualized Base Rent per sq. ft Annualized Base Rent (in 000's) (2) % of Annualized Base Rent Represented by Expiring Leases 2023 316 1,606 24.75 39,739 17 2024 352 1,672 27.47 45,926 20 2025 317 1,580 25.89 40,899 18 2026 221 1,089 26.62 28,987 12 2027 200 1,011 28.72 29,045 12 2028 121 792 21.75 17,216 7 2029 84 346 26.22 9,062 4 2030 48 303 29.44 8,933 4 2031 27 140 23.43 3,270 1 2032 47 287 29.70 8,517 4 2033 and after 8 40 35.87 1,444 1 1,741 8,866 $ 26.28 $ 233,038 100 (1) Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to-month leases totaling in the aggregate approximately 2.5 million square feet of our consolidated outlet centers.
Biggest changeSquare Feet (in 000's) (1) Average Annualized Base Rent per sq. ft Annualized Base Rent (in 000's) (2) % of Annualized Base Rent Represented by Expiring Leases 2024 453 2,117 $ 28.34 $ 60,002 19 2025 429 2,152 27.68 59,571 19 2026 358 1,654 29.58 48,935 15 2027 253 1,346 31.23 42,049 13 2028 254 1,582 28.09 44,445 14 2029 102 407 35.23 14,350 5 2030 66 395 32.70 12,922 4 2031 31 213 26.06 5,545 2 2032 62 465 27.11 12,610 4 2033 64 263 36.64 9,619 3 2034 and after 35 197 35.46 6,998 2 2,107 10,791 $ 29.38 $ 317,046 100 (1) 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, totaling in the aggregate approximately 1.9 million square feet of our consolidated centers.
Includes all retail concepts of each tenant group for consolidated outlet centers; tenant groups are determined based on leasing relationships. (2) 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 all retail concepts of each tenant group for consolidated centers; tenant groups are determined based on leasing relationships. (2) 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.
(2) Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year. 28 Leasing activity In 2021, we revised our rent spread presentation from a commenced basis to executed basis and we are presenting it for comparable space.
(2) Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year. 37 Leasing activity In 2021, we revised our rent spread presentation from a commenced basis to executed basis and we are presenting it for comparable space.
The following table sets forth leasing activity for each of the calendar years for comparable space for executed leases for consolidated outlet centers.
The following table sets forth leasing activity for each of the calendar years for comparable space for executed leases for consolidated centers.
(2) The decline in the average annual base rent per square foot in 2020 compared to previous years reflects the decline in occupancy from 97% in 2019 to 92% in 2020 and rent modifications primarily due to a number of tenants filing bankruptcy during 2020. 27 Lease Expirations The following table sets forth, as of December 31, 2022, scheduled lease expirations for our consolidated outlet centers, assuming none of the tenants exercise renewal options: Year No. of Leases Expiring Approx.
(2) The decline in the average annual base rent per square foot in 2020 compared to previous years reflects the decline in occupancy from 97% in 2019 to 92% in 2020 and rent modifications primarily due to a number of tenants filing bankruptcy during 2020. 36 Lease Expirations The following table sets forth, as of December 31, 2023, scheduled lease expirations for our consolidated centers, assuming none of the tenants exercise renewal options: Year No. of Leases Expiring Approx.
The following table sets forth for tenants that report sales, for each of the last five calendar years, tenant occupancy costs per square foot as a percentage of reported tenant sales per square foot for our consolidated outlet centers: Year Occupancy Costs as a % of Tenant Sales 2022 8.6 2021 8.1 2020 N/A (1) 2019 10.0 2018 9.9 (1) As a result of the COVID-19 pandemic, retailers stores were closed for much of the second quarter of 2020 due to mandates by order of local and state authorities.
The following table sets forth for tenants that report sales, for each of the last five calendar years, tenant occupancy costs per square foot as a percentage of reported tenant sales per square foot for our consolidated centers: Year Occupancy Costs as a % of Tenant Sales 2023 9.3 2022 8.6 2021 8.1 2020 N/A (1) 2019 10.0 (1) As a result of the COVID-19 pandemic, retailers' stores were closed for much of the second quarter of 2020 due to mandates by order of local and state authorities.
See Note 5 to the consolidated financial statements for further details of our joint ventures' debt obligations.
See Note 6 to the consolidated financial statements for further details of our joint ventures' debt obligations.
Location Square Feet Managed Properties Palm Beach, Florida 457,326 Base Rents and Occupancy Rates The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated outlet centers: 2022 2021 2020 (2) 2019 2018 Occupancy 97 % 95 % 92 % 97 % 97 % Average annual base rent per square foot $ 25.25 $ 23.79 $ 21.10 $ 25.35 $ 25.51 (1) Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions divided by the weighted average square feet of the consolidated portfolio.
Location Square Feet Managed Properties Palm Beach, Florida 758,156 Base Rents and Occupancy Rates The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated centers: 2023 2022 2021 2020 (2) 2019 Occupancy 97 % 97 % 95 % 92 % 97 % Average annual base rent per square foot $ 26.07 $ 25.25 $ 23.79 $ 21.10 $ 25.35 (1) Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions divided by the weighted average total square feet of the consolidated portfolio.
The following table sets forth information about the land leases on which all or a portion of the outlet centers are located: Outlet Center Acres Expiration Expiration including renewal terms at our option Myrtle Beach Hwy 17, SC 40.0 2027 2096 Atlantic City, NJ 21.3 2100 2101 Sevierville, TN 43.6 2086 2086 Riverhead, NY 47.0 2024 2039 Mashantucket, CT (Foxwoods) 8.1 2039 2089 Rehoboth Beach, DE 2.7 2044 2064 Generally, our leases with our outlet center tenants typically have an initial term that ranges from 5 to 10 years and provide for the payment of fixed monthly rent in advance.
The following table sets forth information about such land leases: Center Acres Expiration Expiration including renewal terms at our option Myrtle Beach Hwy 17, SC 40.0 2027 2096 Atlantic City, NJ 21.3 2100 2101 Sevierville, TN 43.6 2086 2086 Riverhead, NY 47.0 2024 2039 Mashantucket, CT (Foxwoods) 8.1 2039 2089 Rehoboth Beach, DE 2.7 2044 2064 Generally, our leases with our center tenants typically have an initial term that ranges from 5 to 10 years and provide for the payment of fixed monthly rent in advance.
Expiring leases The following table sets forth information regarding the expiring leases for our consolidated outlet centers during each of the last five calendar years: Total Expiring Renewed by Existing Tenants Year (1) Square Feet (in 000's) % of Total Outlet Center Square Feet (2) Square Feet (in 000's) % of Expiring Square Feet 2022 1,968 17 1,559 79 2021 1,728 15 1,359 79 2020 1,526 13 1,096 72 2019 1,320 11 1,020 81 2018 1,742 13 1,418 81 (1) Excludes data for properties sold in each respective year.
Expiring leases The following table sets forth information regarding the expiring leases for our consolidated centers during each of the last five calendar years: Total Expiring Renewed by Existing Tenants Year (1) Square Feet (in 000's) % of Total Center Square Feet (2) Square Feet (in 000's) % of Expiring Square Feet 2023 1,766 17 1,642 93 2022 1,968 17 1,559 79 2021 1,728 15 1,359 79 2020 1,526 13 1,096 72 2019 1,320 11 1,020 81 (1) Excludes data for properties sold in each respective year.
(2) 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 that are based on a percentage of sales in lieu of fixed contractual rents. 31
(2) 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 that are based on a percentage of gross sales in lieu of fixed contractual rents and ground lease rents.
See above for a description of the change in calculation from prior periods. Occupancy Costs We believe that our ratio of average tenant occupancy cost (which includes base rent, common area maintenance, real estate taxes, insurance, advertising and promotions) to average sales per square foot is low relative to other forms of retail distribution.
See above for a description of the change in calculation from prior periods. Occupancy Costs We believe that our ratio of average tenant occupancy cost (which includes base rent, common area maintenance, real estate taxes, insurance, advertising and promotions) to average sales per square foot is one of the lowest in the retail industry.
The increase from 2021 relates to higher operating costs. 29 Tenants The following table sets forth certain information for our consolidated outlet centers with respect to our 25 largest tenants based on total annualized base rent as of December 31, 2022 (1) : Tenant Brands # of Stores Gross Leasable Area (GLA) % of Total GLA % of Total Annualized Base Rent (2) The Gap, Inc.
The increase from 2022 predominantly relates to higher tenant occupancy costs. 38 Tenants The following table sets forth certain information for our consolidated centers with respect to our 25 largest tenants based on total annualized base rent as of December 31, 2023 (1) : Tenant Brands # of Stores Gross Leasable Area (GLA) % of Total GLA % of Total Annualized Base Rent (2) The Gap, Inc.
Given the fewer than twelve months of sales reported by our tenants for 2020, an average tenant occupancy cost is not provided for this period. As of December 31, 2022, our occupancy cost ratio increased to 8.6%.
Given the fewer than twelve months of sales reported by our tenants for 2020, an average tenant occupancy cost is not provided for this period. As of December 31, 2023, our occupancy cost ratio increased to 9.3%.
(1) Renewals of Existing Leases Stores Re-leased to New Tenants Initial Rent (2) Initial Rent (2) ($ per sq. ft.) ($ per sq. ft.) Year Square Feet (in 000's) New Rent Spread % (3) Square Feet (in 000's) New Rent Spread % (3) 2022 1,693 $ 30.72 9 122 $ 43.47 28 2021 978 $ 31.08 — 192 $ 29.27 (4) 2020 1,077 $ 22.90 (8) 91 $ 30.02 (5) 2019 967 $ 25.36 (7) 385 $ 28.34 (21) 2018 1,381 $ 30.57 (1) 299 $ 36.92 17 (1) For consolidated properties owned as of the period-end date.
(1) Renewals of Existing Leases Stores Re-leased to New Tenants Initial Rent (2) Initial Rent (2) ($ per sq. ft.) ($ per sq. ft.) Year Square Feet (in 000's) New Rent Spread % (3) Square Feet (in 000's) New Rent Spread % (3) 2023 1,711 $ 37.78 12 157 $ 46.58 37 2022 1,693 $ 30.72 9 122 $ 43.47 28 2021 978 $ 31.08 — 192 $ 29.27 (4) 2020 1,077 $ 22.90 (8) 91 $ 30.02 (5) 2019 967 $ 25.36 (7) 385 $ 28.34 (21) (1) For consolidated properties owned as of the period-end date.
Except as noted, all properties are fee owned: Location Legal Ownership % Square Feet % Occupied Consolidated Outlet Centers Deer Park, New York 100 739,148 100 Riverhead, New York (1) 100 729,281 93 Foley, Alabama 100 554,736 94 Rehoboth Beach, Delaware (1) 100 550,921 96 Atlantic City, New Jersey (1) (3) 100 487,718 90 San Marcos, Texas 100 471,816 96 Sevierville, Tennessee (1) 100 449,968 100 Savannah, Georgia 100 429,089 100 Myrtle Beach Hwy 501, South Carolina 100 426,523 98 Glendale, Arizona (Westgate) 100 410,753 100 Myrtle Beach Hwy 17, South Carolina (1) 100 404,710 100 Charleston, South Carolina 100 386,328 100 Lancaster, Pennsylvania 100 375,883 100 Pittsburgh, Pennsylvania 100 373,863 96 Commerce, Georgia 100 371,408 99 Grand Rapids, Michigan 100 357,133 91 Fort Worth, Texas 100 351,741 99 Daytona Beach, Florida 100 351,691 100 Branson, Missouri 100 329,861 100 Southaven, Mississippi (2) (3) 50 324,801 100 Locust Grove, Georgia 100 321,082 99 Gonzales, Louisiana 100 321,066 100 Mebane, North Carolina 100 319,762 100 Howell, Michigan 100 314,438 84 Mashantucket, Connecticut (Foxwoods) (1) 100 311,229 86 Tilton, New Hampshire 100 250,558 94 Hershey, Pennsylvania 100 249,696 100 Hilton Head II, South Carolina 100 206,564 99 Hilton Head I, South Carolina 100 181,687 99 Total 11,353,454 97 (1) These properties or a portion thereof are subject to a ground lease.
Except as noted, all properties are fully owned: Location Legal Ownership % Square Feet (4) % Occupied (4) Consolidated Centers Deer Park, New York 100 739,148 100 Riverhead, New York (1) 100 729,280 94 Huntsville, Alabama 100 651,024 88 Foley, Alabama 100 554,736 97 Rehoboth Beach, Delaware (1) 100 547,937 99 Atlantic City, New Jersey (1) (3) 100 484,748 89 San Marcos, Texas 100 471,816 98 Sevierville, Tennessee (1) 100 449,968 100 Savannah, Georgia 100 448,089 99 Myrtle Beach Hwy 501, South Carolina 100 426,523 99 Glendale, Arizona (Westgate) 100 410,753 100 Myrtle Beach Hwy 17, South Carolina (1) 100 404,710 100 Charleston, South Carolina 100 386,328 100 Asheville, North Carolina 100 381,600 96 Lancaster, Pennsylvania 100 376,203 100 Pittsburgh, Pennsylvania 100 373,863 100 Commerce, Georgia 100 371,408 100 Grand Rapids, Michigan 100 357,133 98 Fort Worth, Texas 100 351,834 100 Daytona Beach, Florida 100 351,691 100 Branson, Missouri 100 329,861 100 Southaven, Mississippi (2) (3) 50 324,801 100 Locust Grove, Georgia 100 321,082 100 Gonzales, Louisiana 100 321,066 100 Mebane, North Carolina 100 319,762 100 Howell, Michigan 100 314,438 86 Mashantucket, Connecticut (Foxwoods) (1) 100 311,229 89 Nashville, Tennessee 100 290,656 97 Tilton, New Hampshire 100 250,558 92 Hershey, Pennsylvania 100 249,696 100 Hilton Head II, South Carolina 100 206,564 100 Hilton Head I, South Carolina 100 181,687 100 Total 12,690,192 97 (5) (1) These properties or a portion thereof are subject to a ground lease.
ITEM 2. PROPERTIES As of December 31, 2022, our consolidated portfolio consisted of 29 outlet centers totaling 11.4 million square feet located in 18 states and one center under construction. We own interests in six other outlet centers totaling approximately 2.1 million square feet through unconsolidated joint ventures, including two outlet centers in Canada.
ITEM 2. PROPERTIES As of December 31, 2023, our consolidated portfolio consisted of 31 outlet centers and one open-air lifestyle center, totaling 12.7 million square feet located in 18 states. We own interests in six other outlet centers totaling approximately 2.1 million square feet through unconsolidated joint ventures, including two outlet centers located in Canada.
A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in operating expenses resulting from inflation. 24 The following table summarizes certain information with respect to our consolidated outlet centers as of December 31, 2022: State Number of Outlet Centers Square Feet % of Square Feet South Carolina 5 1,605,812 14 New York 2 1,468,429 13 Georgia 3 1,121,579 10 Pennsylvania 3 999,442 9 Texas 2 823,557 7 Michigan 2 671,571 6 Alabama 1 554,736 5 Delaware 1 550,921 5 New Jersey 1 487,718 4 Tennessee 1 449,968 4 Arizona 1 410,753 3 Florida 1 351,691 3 Missouri 1 329,861 3 Mississippi 1 324,801 3 Louisiana 1 321,066 3 North Carolina 1 319,762 3 Connecticut 1 311,229 3 New Hampshire 1 250,558 2 Total 29 11,353,454 100 25 The following table summarizes certain information with respect to our existing outlet centers in which we have an ownership interest as of December 31, 2022.
A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in operating expenses resulting from inflation. 33 The following table summarizes certain information with respect to our consolidated centers as of December 31, 2023: State Number of Centers Square Feet % of Square Feet South Carolina 5 1,605,812 13 New York 2 1,468,428 12 Alabama 2 1,205,760 9 Georgia 3 1,140,579 9 Pennsylvania 3 999,762 8 Texas 2 823,650 6 Tennessee 2 740,624 6 North Carolina 2 701,362 5 Michigan 2 671,571 5 Delaware 1 547,937 4 New Jersey 1 484,748 4 Arizona 1 410,753 3 Florida 1 351,691 3 Missouri 1 329,861 3 Mississippi 1 324,801 3 Louisiana 1 321,066 3 Connecticut 1 311,229 2 New Hampshire 1 250,558 2 Total 32 12,690,192 100 34 The following table summarizes certain information with respect to our consolidated centers in which we have an ownership interest as of December 31, 2023.
Famous Footwear 25 148,489 1.2 % 1.4 % Rue 21, LLC Rue 21 19 114,559 0.9 % 1.3 % Total of Top 25 tenants 930 6,042,494 48.6 % 56.5 % (1) Excludes leases that have been entered into but for which the tenant has not yet taken possession, temporary leases and month-to-month leases.
Famous Footwear 25 148,489 1.2 % 1.3 % Rue 21, LLC Rue 21 19 114,559 0.9 % 1.3 % Total of Top 25 tenants 994 6,408,767 50.5 % 56.9 % (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.
We have an ongoing strategy of acquiring outlet centers, developing new outlet centers and expanding existing outlet centers. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of the cost of such programs and the sources of financing thereof.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of the cost of such programs and the sources of financing thereof.
As of December 31, 2022, of the 29 outlet centers in our consolidated portfolio, we own the land underlying 23 and have ground leases on six.
As of December 31, 2023, of the 32 centers in our consolidated portfolio, we own the land underlying 26 and have ground leases on all or a portion of six centers.
Our portfolio also includes one managed center totaling approximately 500,000 square feet. Each of our outlet centers, except one joint venture property, features the Tanger brand name. Our consolidated outlet centers range in size from 181,687 to 739,148 square feet.
Our portfolio also includes two managed centers totaling approximately 760,000 square feet. Each of our outlet centers, except one joint venture property, features the Tanger brand name. Our consolidated centers range in size from 181,687 to 739,148 square feet. The centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers.
See Notes 7 and 8 to the consolidated financial statements for further details of our debt obligations. 26 Location Legal Ownership % Square Feet % Occupied Unconsolidated joint venture properties Charlotte, North Carolina (1) 50 398,698 98 Ottawa, Ontario 50 357,209 96 Columbus, Ohio (1) 50 355,245 100 Texas City, Texas (Galveston/Houston) (1) 50 352,705 96 National Harbor, Maryland (1) 50 341,156 100 Cookstown, Ontario 50 307,883 98 Total 2,112,896 98 (1) Property encumbered by mortgage.
(5) Total excludes the Nashville, TN center which opened in October 2023 and has yet to stabilize. 35 Location Legal Ownership % Square Feet % Occupied Unconsolidated joint venture properties Charlotte, North Carolina (1) 50 398,726 99 Ottawa, Ontario 50 357,213 96 Columbus, Ohio (1) 50 355,245 99 Texas City, Texas (Galveston/Houston) (1) 50 352,705 99 National Harbor, Maryland (1) 50 341,156 99 Cookstown, Ontario 50 307,883 98 Total 2,112,928 98 (1) Property encumbered by mortgage.
Gap, Banana Republic, Old Navy 81 867,805 7.0 % 5.3 % SPARC Group Aéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica 88 530,635 4.3 % 4.0 % Premium Apparel, LLC; The Talbots, Inc. LOFT, Ann Taylor, Lane Bryant, Talbots 76 406,570 3.3 % 3.9 % Under Armour, Inc.
Athleta, Banana Republic, Gap, Old Navy 90 949,229 7.5 % 5.7 % SPARC Group Aéropostale, Boardriders Outlet, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica, Reebok, Vince, Volcom 94 550,322 4.3 % 3.9 % KnitWell Group LLC; Lane Bryant Brands Opco LLC Ann Taylor, Lane Bryant, LOFT, Talbots 79 418,633 3.3 % 3.5 % Under Armour, Inc.
Under Armour, Under Armour Kids 28 246,787 2.0 % 3.0 % PVH Corp. Tommy Hilfiger, Calvin Klein 38 286,103 2.3 % 3.0 % Tapestry, Inc. Coach, Kate Spade, Stuart Weitzman 48 226,912 1.8 % 3.0 % American Eagle Outfitters, Inc. American Eagle Outfitters, Aerie 42 283,306 2.3 % 2.8 % Nike, Inc.
Under Armour, Under Armour Kids 31 280,232 2.2 % 3.2 % Tapestry, Inc. Coach, Kate Spade 51 239,312 1.9 % 3.2 % American Eagle Outfitters, Inc. Aerie, American Eagle Outfitters, Offline by Aerie 48 318,394 2.5 % 3.1 % PVH Corp. Calvin Klein, Tommy Hilfiger 37 282,975 2.2 % 2.7 % Nike, Inc.
The outlet center in Deer Park, New York is the only property that comprises 10% or more of our consolidated total assets as of December 31, 2022. No property comprises more than 10% of our consolidated revenues for the year ended December 31, 2022. See "Properties - Significant Property" for further details.
We believe that our centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant. No property comprises more than 10% or more of our consolidated total assets as of December 31, 2023. Our asset in Deer Park represented more than 10% of our consolidated total assets in 2022.
Removed
The outlet centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers. We believe that the outlet centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant.
Added
With the addition of Nashville, Asheville and Huntsville, Deer Park's total assets now fall below 10% of our consoliated total assets. No property comprises more than 10% of our consolidated revenues for the year ended December 31, 2023. We have an ongoing strategy of acquiring centers, developing new centers and expanding existing centers.
Removed
(2) 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.
Added
See Notes 8 and 9 to the consolidated financial statements for further details of our debt obligations. (4) Excludes square footage and occupancy associated with ground leases to tenants.
Removed
Nike, Converse, Hurley 30 362,948 2.9 % 2.4 % Columbia Sportswear Company Columbia Sportswear 22 176,697 1.4 % 2.3 % Capri Holdings Limited Michael Kors, Michael Kors Men’s 27 137,486 1.1 % 2.0 % Carter’s, Inc.
Added
Converse, Nike 32 397,580 3.1 % 2.5 % Signet Jewelers Limited Banter by Piercing Pagoda, Jared, Kay Jewelers, Zales 52 112,473 0.9 % 2.2 % Columbia Sportswear Company Columbia Sportswear 23 178,334 1.4 % 2.1 % Carter’s, Inc.
Removed
Carter's, OshKosh B'gosh 39 173,705 1.4 % 2.0 % Signet Jewelers Limited Kay Jewelers, Zales, Jared Vault 49 108,873 0.9 % 1.9 % Skechers USA, Inc. Skechers 28 154,913 1.2 % 1.8 % Hanesbrands Inc. Hanesbrands, Maidenform, Champion 33 162,479 1.3 % 1.8 % Rack Room Shoes, Inc.
Added
Carter's, OshKosh B'gosh 41 180,420 1.4 % 2.0 % Capri Holdings Limited Michael Kors, Michael Kors Men’s 28 142,986 1.1 % 1.9 % Luxottica Group S.p.A. Lenscrafters, Oakley, Sunglass Hut 62 98,282 0.8 % 1.9 % Skechers USA, Inc. Skechers 29 160,163 1.3 % 1.8 % Rack Room Shoes, Inc.
Removed
Rack Room Shoes 25 187,848 1.5 % 1.8 % Ralph Lauren Corporation Polo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall 30 338,181 2.7 % 1.7 % V. F. Corporation The North Face, Vans, Timberland, Dickies, Work Authority 27 143,207 1.2 % 1.7 % Luxottica Group S.p.A.
Added
Off Broadway Shoes, Rack Room Shoes 25 178,348 1.4 % 1.7 % Hanesbrands Inc. Champion, Hanesbrands, Maidenform 34 166,204 1.3 % 1.7 % Express Inc. Express Factory 26 182,114 1.4 % 1.7 % V. F.
Removed
Sunglass Hut, Oakley, Lenscrafters 53 79,829 0.6 % 1.6 % Express Inc. Express Factory 24 168,000 1.4 % 1.6 % H & M Hennes & Mauritz LP. H&M 18 385,321 3.1 % 1.6 % Adidas AG Adidas 19 141,430 1.1 % 1.6 % Chico’s, FAS Inc.
Added
Corporation Dickies, The North Face, Timberland, Vans 28 149,287 1.2 % 1.7 % Adidas AG Adidas 24 170,501 1.3 % 1.6 % Levi Strauss & Co. Levi's 29 121,946 1.0 % 1.6 % Chico’s, FAS Inc. Chicos, Soma Intimates, White House/Black Market 37 109,369 0.9 % 1.6 % H & M Hennes & Mauritz LP.
Removed
Chicos, White House/Black Market, Soma Intimates 34 98,901 0.8 % 1.5 % Levi Strauss & Co. Levi's 27 111,510 0.9 % 1.5 % Caleres Inc.
Added
H&M 19 406,125 3.2 % 1.5 % Ralph Lauren Corporation Polo Children, Polo Ralph Lauren, Polo Ralph Lauren Big & Tall 31 352,490 2.8 % 1.5 % Caleres Inc.
Removed
Includes rents that are based on a percentage of sales in lieu of fixed contractual rents. 30 Significant Property The Deer Park, New York outlet center is the only property that comprises 10% or more of our consolidated total assets. No property comprises more than 10% of our consolidated revenues.
Added
Includes rents that are based on a percentage of gross sales in lieu of fixed contractual rents and ground lease rents. 39
Removed
Tenants at the Deer Park outlet center principally conduct retail sales operations.
Removed
The following table shows occupancy and certain base rental information related to this property as of December 31, 2022, 2021 and 2020: Deer Park Square Feet 2022 2021 2020 Outlet Center Occupancy 739,148 100 % 95 % 89 % Average base rental rates per weighted average square foot (1) $ 35.33 $ 31.99 $ 19.25 (1) Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by GAAP and the effects of inducements and rent concessions divided by the weighted average square feet of the Deer Park Outlet Center.
Removed
The increase in the average annual base rent per square foot in 2022 compared to 2021 reflects the increase in occupancy from 95% in 2021 to 100% in 2022 and temporary rent modifications primarily due to a number of tenants filing for bankruptcy during 2020.
Removed
Depreciation on the outlet centers is computed on the straight-line basis over the estimated useful lives of the assets. We generally use estimated lives of up to 33 years for buildings, 15 years for land improvements and 7 years for equipment.
Removed
Expenditures for ordinary repairs and maintenance are charged to operations as incurred while significant renovations and improvements, including tenant finishing allowances, which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life. Real estate taxes assessed on this outlet center during 2022 amounted to $5.6 million.
Removed
Real estate taxes for 2023 are estimated to be approximately $5.7 million.
Removed
The following table sets forth, as of December 31, 2022, scheduled lease expirations for the Deer Park outlet center assuming that none of the tenants exercise renewal options: Year No. of Leases Expiring (1) Square Feet (in 000's) (1) Annualized Base Rent per Square Foot Annualized Base Rent (in 000's) (2) % of Gross Annualized Base Rent Represented by Expiring Leases 2023 16 99 27.36 2,709 15 2024 23 175 37.17 6,504 37 2025 5 24 33.46 803 5 2026 5 19 25.58 486 3 2027 4 15 46.60 699 4 2028 11 108 40.16 4,337 25 2029 7 21 33.24 698 4 2030 3 21 45.86 963 5 2031 2 5 37.60 188 1 2032 2 10 20.20 202 1 2033 and after — — — — — Total 78 497 $ 35.39 $ 17,589 100 % (1) Excludes leases that have been entered into but for which the tenant has not taken possession, vacant suites, temporary leases and month-to-month leases totaling in the aggregate approximately 242,000 square feet.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+6 added−14 removed6 unchanged
Biggest changeYalof joined the Company in April 2020 as President and Chief Operating Officer, bringing with him over 25 years of experience in the commercial real estate industry, with a primary focus on the retail space. He oversees the operations of the executive and senior leadership teams, emphasizing evolving the customer shopping experience. Prior to joining the Company, Mr.
Biggest changeYalof . Mr. Yalof has served as a director of the Company since July 2020, and as President and Chief Executive Officer since January 2021. Mr. Yalof joined the Company in April 2020 as President and Chief Operating Officer, bringing with him over 25 years of experience in the commercial real estate industry, primarily in the retail space.
Bilerman joined the Company in November 2022 as Executive Vice President - Chief Financial Officer and Chief Investment Officer, bringing nearly 25 years of real estate capital markets, industry and leadership experience. Prior to joining the Company, Mr.
Bilerman is the Company’s Executive Vice President - Chief Financial Officer and Chief Investment Officer. Mr. Bilerman joined the Company in November 2022 as Executive Vice President - Chief Financial Officer and Chief Investment Officer, bringing nearly 25 years of real estate capital markets, industry and leadership experience. Prior to joining the Company, Mr.
Yalof serves as a Trustee of the International Council of Shopping Centers (ICSC), as well as on the advisory boards of HeadCount and the Center for Real Estate & Urban Analysis (CREUA) at George Washington University, his alma mater, where he earned a B.S. in Business Administration. Mr.
Yalof serves as a Trustee of the International Council of Shopping Centers (ICSC), as well as on the advisory boards of HeadCount and the Center for Real Estate & Urban Analysis (CREUA) at George Washington University, his alma mater, where he earned a B.S. in Business Administration. Michael J. Bilerman . Mr.
Yalof served as the Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc., a commercial real estate company and mall operator, from September 2014 to April 2020, where he drove forward the expansion and development of their real estate portfolio.
Prior to joining the Company, Mr. Yalof spent six years as the Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc., a commercial real estate company and mall operator, from September 2014 to April 2020, where he drove forward the expansion and development of their real estate portfolio.
He also oversees the leasing personnel and the merchandising and occupancy for Tanger properties. Justin is a graduate of Bryant University where he earned a B.S. in Computer Information Systems. He also earned a Master’s of Science, Information Systems from Stevens Institute of Technology. 33 Andrew R. Wingrove. Mr.
He also oversees the leasing personnel and the merchandising and occupancy for Tanger properties. Justin is a graduate of Bryant University where he earned a B.S. in Computer Information Systems. He also earned a Master’s of Science, Information Systems from Stevens Institute of Technology. 41 PART II
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. Information about the Executive Officers of Tanger Factory Outlet Centers, Inc. The following table sets forth certain information concerning the Company's executive officers. The Operating Partnership does not have executive officers: NAME AGE POSITION Steven B. Tanger 74 Executive Chair of the Board Stephen J.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT THE EXECUTIVE OFFICERS OF TANGER INC. The following table sets forth certain information concerning the Company's executive officers. The Operating Partnership does not have executive officers: NAME AGE POSITION Stephen J. Yalof 61 Director, President and Chief Executive Officer Michael J.
She is a graduate of Illinois State University, where she earned her Bachelor of Arts and Science degree in Public Relations and Organizational Communication Psychology. Justin C. Stein. Mr. Stein joined the Company in October 2021 as Executive Vice President - Leasing.
She is a graduate of Illinois State University, where she earned her Bachelor of Arts and Science degree in Public Relations and Organizational Communication Psychology. Jessica K. Norman. Ms. Norman joined the Company in September 2023 as Executive Vice President - General Counsel and Secretary.
He is a graduate of McGill University with a double major in finance and strategic management. Chad D. Perry. Mr. Perry joined the Company in December 2011 as Executive Vice President - General Counsel and was named Secretary in May 2012. He was Executive Vice President and Deputy General Counsel of LPL Financial Corporation from May 2006 to December 2011.
He is a graduate of McGill University with a double major in finance and strategic management. 40 Leslie A. Swanson. Ms. Swanson was named Executive Vice President – Chief Operating Officer in December 2021. She joined the Company in October 2020 as Executive Vice President of Operations.
Yalof 60 Director, President and Chief Executive Officer Michael J. Bilerman 47 Executive Vice President - Chief Financial Officer and Chief Investment Officer Chad D. Perry 50 Executive Vice President - General Counsel and Secretary Leslie A. Swanson 52 Executive Vice President - Chief Operating Officer Justin C. Stein 43 Executive Vice President - Leasing Andrew R.
Bilerman 48 Executive Vice President - Chief Financial Officer and Chief Investment Officer Leslie A. Swanson 53 Executive Vice President - Chief Operating Officer Jessica K. Norman 41 Executive Vice President - General Counsel and Secretary Justin C. Stein 44 Executive Vice President - Leasing The following is a biographical summary of the experience of our executive officers: Stephen J.
Removed
Wingrove 40 Executive Vice President - Chief Commercial Officer The following is a biographical summary of the experience of our executive officers: Steven B. Tanger . Mr. Tanger has served as Executive Chair of the Board since January 1, 2021 and Director of the Company since May 13, 1993. Mr.
Added
Since that time, she has led a corporate and field organization, implementing practices that cultivate corporate growth and fostering a people-first approach to culture. Her focus on asset management and corporate operating procedures has enabled the Company to create new revenue levers that complement its core business, strengthening revenue generation and operating capacities at all levels.
Removed
Tanger previously served as Chief Executive Officer from May 2017 to December 2020; President and Chief Executive Officer from January 2009 to May 2017; President and Chief Operating Officer from January 1995 to December 2008; and Executive Vice President from 1986 to December 1994. Mr.
Added
Respected as a thought leader in the industry, Ms. Swanson has more than three decades of experience in shopping center operations, management and marketing. Prior to joining the Company, she spent the majority of her career with Simon Premium Outlets, most recently as Executive Vice President of Property Management guiding eight straight years of NOI growth.
Removed
Tanger is a former Trustee of the International Council of Shopping Centers (ICSC); a former Director of The Fresh Market, a member of the Real Estate Roundtable and a Director and Member of the Executive Committee of the National Association of Real Estate Investment Trusts (Nareit). Mr.
Added
Prior to joining the Company, she served as Chief Legal Officer of Independence Realty Trust ("IRT"), a publicly traded REIT that owns and operates multifamily apartment properties across non-gateway U.S. markets.
Removed
Tanger provides an insider's perspective in Board discussions about the business and strategic direction of the Company and has experience in all aspects of the Company's business. Stephen J. Yalof . Mr. Yalof has served as a director of the Company since July 20, 2020, and as President and Chief Executive Officer since January 2021. Mr.
Added
Prior to joining IRT in 2016, she served for two years as Managing Director, Corporate Counsel for IRT's external advisor, RAIT Financial Trust, where she was primarily responsible for overseeing legal matters affecting IRT. Since 2021, Ms.
Removed
Yalof provides insight into the Company's operations and strategy as well as extensive experience in the real estate and retail industries. 32 Michael J. Bilerman . Mr. Bilerman is the Company’s Executive Vice President - Chief Financial Officer and Chief Investment Officer. Mr.
Added
Norman has also served as a board member and co-chair for the Nominating and Governance Committee for the Ronald McDonald House Charities® of the Philadelphia Region, which supports families on their children's medical journeys with a community of comfort and hope. Ms.
Removed
Previously, he was Senior Corporate Counsel of EMC Corporation. Mr. Perry began his legal career with international law firm Ropes & Gray LLP. His responsibilities include corporate governance, compliance, and other legal matters, as well as management of outside counsel relationships and the Company's in house legal department. Mr.
Added
Norman holds a Bachelor of Science in Business and Economics from the University of Pittsburgh, as well as a Juris Doctorate and a Master of Business Administration from Temple University. Justin C. Stein. Mr. Stein joined the Company in October 2021 as Executive Vice President - Leasing.
Removed
Perry is a graduate of Princeton University, and earned a J.D. from Columbia University, where he was a Harlan Fiske Stone Scholar. He is a member of both the Massachusetts and California bar associations. Leslie A. Swanson. Ms. Swanson was named Executive Vice President – Chief Operating Officer in December 2021.
Removed
She joined the Company in October 2020 as Executive Vice President of Operations, bringing over 25 years of experience in shopping center operations, management and marketing and a reputation as a proven team leader, revenue generator, and thought leader.
Removed
Previously, she served as Executive Vice President of Property Management for Simon Premium Outlets, a business of the commercial real estate company, Simon Property Group, Inc., from 2016 to 2020 where she oversaw 8 straight years of NOI growth and added 12 new and 15 expanded centers to that portfolio over the same period. Ms.
Removed
Swanson has direct oversight of the Company’s Operations, Marketing Partnerships, and Specialty Leasing disciplines and is responsible for creating new revenue levers that complement Tanger’s core business, strengthening revenue generation and operating capacities at all levels throughout Tanger.
Removed
Wingrove joined the Company as Executive Vice President - Chief Commercial Officer in December 2021, bringing over 15 years of experience across consumer brands. Focused on Tanger’s transformation from a real estate company to a customer experience company, he is responsible for modernizing the customer experience and cultivating a more digitally native community to further enhance the Company’s competitive advantage.
Removed
In his role, Mr. Wingrove oversees commercial and digital strategy, loyalty, performance marketing, customer experience and brand.
Removed
He is a customer-centric, commercially-oriented marketer who most recently was at CLEAR, an identity verification technology company and served as Senior Vice President for Travel and the GM Aviation from October 2020 to August 2021, was Chief Experience Officer at Bonobos, an apparel company, from September 2018 to September 2019, was a Managing Director at Delta Air Lines from August 2016 to August 2018, and prior served as a senior merchant at Macy’s.
Removed
At Delta, Mr. Wingrove led the development of its product segmentation strategy and oversaw the Global Distribution and Customer Experience Development functions for the airline. He is a graduate of Emory University, where he earned a Bachelor of Arts degree in Economics. 34 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

14 edited+1 added−0 removed2 unchanged
Biggest changeAs of December 31, 2022, the Company and its wholly-owned subsidiary, Tanger LP Trust, owned 104,497,920 units of the Operating Partnership and the Non-Company LPs owned 4,737,982 units. We made distributions per common unit during 2022 as follows: 2022 First Quarter $ 0.1825 Second Quarter 0.2000 Third Quarter 0.2000 Fourth Quarter 0.2200 Distributions per unit $ 0.8025 37
Biggest changeAs of December 31, 2023, the Company and its wholly-owned subsidiary, Tanger LP Trust, owned 108,793,251 units of the Operating Partnership and the Non-Company LPs owned 4,707,958 Class A limited partnership units of the Operating Partnership.
The following table summarizes our common share repurchases for the fiscal quarter ended December 31, 2022: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) October 1, 2022 to October 31, 2022 — $ — — $ 80.0 November 1, 2022 to November 30, 2022 — — — 80.0 December 1, 2022 to December 31, 2022 — — — 80.0 Total — $ — — $ 80.0 For certain restricted common shares that vested during the three months ended December 31, 2022, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
The following table summarizes our common share repurchases for the quarter ended December 31, 2023: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) October 1, 2023 to October 31, 2023 — $ — — $ 100.0 November 1, 2023 to November 30, 2023 — — — 100.0 December 1, 2023 to December 31, 2023 — — — 100.0 Total — $ — — $ 100.0 For certain restricted common shares that vested during the three months ended December 31, 2023, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
Real Estate Retail index is designed to track the performance of real estate investment trusts (REIT) and other companies that invest directly or indirectly in real estate through development, management, or ownership, including property agencies. All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends.
Real Estate Retail index is designed to track the performance of REITs and other companies that invest directly or indirectly in real estate through development, management, or ownership, including property agencies. All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within the pricing and volume requirements of Rule 10b-18 under the Exchange Act.
Performance Graph The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.
Performance Graph The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.
The total number of shares withheld upon vesting was 10,054 for the three months ended December 31, 2022. Dividends The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code. A REIT is required to distribute at least 90% of its taxable income to its shareholders each year.
The total number of shares withheld upon vesting was 11,736 for the three months ended December 31, 2023. Dividends The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code. A REIT is required to distribute at least 90% of its taxable income to its shareholders each year.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Tanger Factory Outlet Centers, Inc. Market Information The common shares commenced trading on the New York Stock Exchange on May 28, 1993. Our common shares are listed on the New York Stock Exchange with the ticker symbol "SKT".
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Tanger Inc. Market Information The Company's common shares commenced trading on the New York Stock Exchange on May 28, 1993, and are listed on the New York Stock Exchange with the ticker symbol "SKT".
The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares subsequent to the authorization of the repurchase plan. The remaining amount authorized to be repurchased under the program as of December 31, 2022 was approximately $80.0 million.
The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares subsequent to the authorization of the repurchase plan in May 2023. The remaining amount authorized to be repurchased under the program as of December 31, 2023 was $100.0 million.
We were in compliance with REIT taxable income distribution requirements for the 2022 tax year. 35 Securities Authorized for Issuance under Equity Compensation Plans The information required by this Item is set forth in Part III, Item 12 of this document.
We were in compliance with REIT taxable income distribution requirements for the 2023 tax year. 42 Securities Authorized for Issuance under Equity Compensation Plans The information required by this Item is set forth in Part III, Item 12 of this Annual Report.
Holders As of February 1, 2023, there were approximately 346 common shareholders of record. Share Repurchases In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023.
Holders As of February 1, 2024, there were approximately 337 common shareholders of record. Share Repurchases In May 2023, the Board authorized the repurchase of up to $100.0 million of the Company’s outstanding shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $80.0 million of the Company's outstanding shares through May 31, 2023.
Certain of our debt agreements limit the payment of dividends such that dividends shall not exceed funds from operations ("FFO"), as defined in the agreements, for the prior fiscal year on an annual basis or 95% of FFO on a cumulative basis. During 2021 and 2022, the Company paid dividends aggregating $0.7150 and $0.8025 per share, respectively.
Certain of our debt agreements limit the payment of dividends such that dividends shall not exceed funds from operations ("FFO"), as defined in the debt agreements, for the prior fiscal year on an annual basis or 95% of FFO on a cumulative basis.
On January 19, 2023, the Board declared a quarterly dividend of $0.22 per share paid on February 15, 2023. The Board continues to evaluate the potential for future dividend distributions on a quarterly basis.
During the years ended 2023 and 2022, the Company paid dividends aggregating $0.97 and $0.8025 per share, respectively. On January 17, 2024, the Board declared a quarterly dividend of $0.26 per share, which were paid on February 15, 2024. The Board continues to evaluate the potential for future dividend payments on a quarterly basis.
Real Estate Retail Index 100.00 90.15 95.37 60.83 95.34 82.19 S&P 500 Index 100.00 95.62 125.72 148.85 191.58 156.88 Tanger Properties Limited Partnership Market Information There is no established public trading market for the Operating Partnership's common units.
Real Estate Retail Index 100.00 105.79 67.47 105.75 91.16 100.72 S&P 500 Index 100.00 131.49 155.68 200.37 164.08 207.21 Tanger Properties Limited Partnership Market Information There is no established public trading market for the Operating Partnership's common units.
Share price performance, presented for the five years ended December 31, 2022, is not necessarily indicative of future results. 36 Period Ended Index 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 Tanger Factory Outlet Centers, Inc. 100.00 81.01 63.73 46.34 93.42 91.27 Dow Jones Equity All REIT Index 100.00 95.90 123.46 117.54 165.97 124.47 Dow Jones U.S.
Share price performance, presented for the five years ended December 31, 2023, is not necessarily indicative of future results. 43 Period Ended Index 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Tanger Inc. 100.00 78.67 57.21 115.32 112.66 182.58 Dow Jones Equity All REIT Index 100.00 128.74 122.57 173.07 129.79 144.46 Dow Jones U.S.
Added
We made distributions per common unit during the year ended 2023 as follows: 2023 First Quarter $ 0.2200 Second Quarter 0.2450 Third Quarter 0.2450 Fourth Quarter 0.2600 Distributions per unit $ 0.9700 44 ITEM 6. RESERVED 45

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

107 edited+38 added−63 removed72 unchanged
Biggest changeWe compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures. 61 Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands): 2022 2021 Net income $ 85,831 $ 9,558 Adjusted to exclude: Interest expense, net (6) 43,372 52,426 Income tax expense (7) 138 153 Depreciation and amortization 111,904 110,008 Impairment charges - consolidated (1) — 6,989 Loss on sale of joint venture property, including foreign currency effect (2) — 3,704 Gain on sale of assets (3,156) — Compensation related to voluntary retirement plan and other executive severance (3) 2,447 3,579 Gain on sale of non-real estate asset (5) (2,418) — Casualty gain — (969) Loss on early extinguishment of debt (4) 222 47,860 Adjusted EBITDA $ 238,340 $ 233,308 Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands): 2022 2021 Net income $ 85,831 $ 9,558 Adjusted to exclude: Interest expense, net (6) 43,372 52,426 Income tax expense (7) 138 153 Depreciation and amortization 111,904 110,008 Impairment charges - consolidated (1) — 6,989 Loss on sale of joint venture property, including foreign currency effect (2) — 3,704 Gain on sale of assets (3,156) — Pro-rata share of interest expense - unconsolidated joint ventures 7,087 5,858 Pro-rata share of depreciation and amortization - unconsolidated joint ventures 11,018 11,618 EBITDAre $ 256,194 $ 200,314 Compensation related to voluntary retirement plan and other executive severance (3) 2,447 3,579 Casualty gain — (969) Gain on sale of non-real estate asset (5) (2,418) — Loss on early extinguishment of debt (4) 222 47,860 Adjusted EBITDAre $ 256,445 $ 250,784 (1) The 2021 amount includes $563,000 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
Biggest changeWe compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures. 67 Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands): 2023 2022 Net income $ 103,882 $ 85,831 Adjusted to exclude: Interest expense, net 38,149 43,372 Income tax expense (benefit) (408) 138 Depreciation and amortization 108,889 111,904 Gain on sale of assets — (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 (3) — 222 Adjusted EBITDA $ 249,706 $ 238,340 Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands): 2023 2022 Net income $ 103,882 $ 85,831 Adjusted to exclude: Interest expense, net 38,149 43,372 Income tax expense (benefit) (408) 138 Depreciation and amortization 108,889 111,904 Gain on sale of assets — (3,156) Pro-rata share of interest expense, net - unconsolidated joint ventures 8,779 6,972 Pro-rata share of depreciation and amortization - unconsolidated joint ventures 10,514 11,018 EBITDAre $ 269,805 $ 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 debt (3) — 222 Adjusted EBITDAre $ 268,999 $ 256,330 (1) For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including: • They do not reflect our 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.
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.
If in any taxable year the Company were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our taxable income at the regular corporate rate.
If in any taxable year, we were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our taxable income at the regular corporate rate.
The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of the Company’s Board of Directors. Evaluation of Impairment of long-lived assets Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable.
The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of the Board. Evaluation of Impairment of long-lived assets Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable.
The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $390.7 million. We used the net proceeds from the sale of the notes to redeem all remaining 3.875% senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding.
The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $390.7 million. We used the net proceeds from the sale of the notes to redeem all remaining 3.875% senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all 3.750% senior notes due 2024, totaling $250.0 million in aggregate principal outstanding.
When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at the Company’s properties on substantially similar terms.
When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at our properties on substantially similar terms.
Our outlet centers typically include well-known, national, branded companies. By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks.
Our centers typically include well-known, national, branded companies. By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks.
If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. We have not materially changed the assumptions used in the analysis during the year ended December 31, 2022, and no impairments were identified.
If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. We have not materially changed the assumptions used in the analysis during the year ended December 31, 2023, and no impairments were identified.
We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares.
We may sell the Common Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Common Shares.
Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated, or if consummated, may not result in an increase in earnings or liquidity. Unconsolidated Real Estate Joint Ventures From time to time, we form joint venture arrangements to develop or acquire outlet centers.
Any prospective acquisition or disposition that is being evaluated or that is subject to a letter of intent may not be consummated, or if consummated, may not result in an increase in earnings or liquidity. Unconsolidated Real Estate Joint Ventures From time to time, we form joint venture arrangements to develop or acquire centers.
Management believes the Company’s critical accounting estimates are those related to impairment of long-lived assets, impairment of investments, revenue recognition and collectibility of operating lease receivables. Management considers these estimates critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.
Management believes the Company’s critical accounting estimates are those related to impairment of long-lived assets, impairment of investments, revenue recognition and collectability of operating lease receivables. Management considers these estimates critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.
We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the current macroeconomic environment, including rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our senior notes due September 2026.
We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the current macroeconomic environment, including rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our $350.0 million senior notes due September 2026.
See Note 5 to the Consolidated Financial Statements for details of our individual joint ventures, including, but not limited to, carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.
See Note 6 to the Consolidated Financial Statements for details of our individual joint ventures, including, but not limited to, the carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.
If in the future we reduce our estimate of cash flow projections, we may need to impair some of these assets. We have not materially changed the assumptions used in the analysis during the year ended December 31, 2022, and we have not taken any impairments of our assets during 2022 .
If in the future we reduce our estimate of cash flow projections, we may need to impair some of these assets. We have not materially changed the assumptions used in the analysis during the year ended December 31, 2023, and we have not taken any impairments of our assets during the year ended December 31, 2023 .
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise.
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests in the joint venture), advances or partner loans, although such funding is not typically required contractually or otherwise.
The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds. The outstanding balance as of December 31, 2022 was $325.0 million.
The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds. The outstanding balance as of December 31, 2023 was $325.0 million.
Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees. 49 Our joint ventures are generally subject to buy-sell provisions which are customary for joint venture agreements in the real estate industry.
Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees. 55 Our joint ventures are generally subject to buy-sell provisions, which are customary for joint venture agreements in the real estate industry.
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.
FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unitholders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs.
However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company.
However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to us.
The Company may need to continue to raise capital in the equity markets to fund the Operating Partnership's working capital needs, as well as potential developments of new or existing properties, acquisitions or investments in existing or newly created joint ventures.
We may need to continue to raise capital in the equity markets to fund the Operating Partnership's working capital needs, as well as potential developments of new or existing properties, acquisitions or investments in existing or newly created joint ventures.
Although we receive most of our rental payments on a monthly basis, distributions to shareholders and unitholders are typically made quarterly and interest payments on the senior, unsecured notes are made semi-annually.
Although we receive most of our rental payments on a monthly basis, dividends and distributions to shareholders and unitholders, respectively, are typically made quarterly and interest payments on the senior, unsecured notes are made semi-annually.
For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of January 31, 2023, we had lease renewals executed or in process for 41.0% of the space scheduled to expire during 2023 compared to 29.8% of the space scheduled to expire during 2022 that was executed or in process as of January 31, 2022.
For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of January 31, 2024, we had lease renewals executed or in process for 23.8% of the space scheduled to expire during 2024 compared to 41.0% of the space scheduled to expire during 2023 that was executed or in process as of January 31, 2022.
Liquidity and Capital Resources of the Operating Partnership In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the text requires.
Liquidity and Capital Resources of the Operating Partnership In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.
Recent Accounting Pronouncements See Note 2 to the consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued. 55 Non-GAAP Supplemental Measures Funds From Operations Funds From Operations (“FFO”) is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP.
Recent Accounting Pronouncements See Note 2 to the Consolidated Financial Statements for information on recently adopted accounting standards and new accounting pronouncements issued. 61 Non-GAAP Supplemental Measures Funds From Operations FFO is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP.
We believe our joint ventures will be able to fund their operating and capital needs during 2023 based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance all or portion of their debt obligations, including the ability to exercise upcoming extensions of near term maturities.
We believe our joint ventures will be able to fund their operating and capital needs during the year ended 2024 based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance all or portion of their debt obligations, including the ability to exercise upcoming extensions of near-term maturities.
However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or funds from operations ("FFO").
However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or FFO.
Liquidity and Capital Resources of the Company In this “Liquidity and Capital Resources of the Company” section, the term, the "Company", refers only to Tanger Factory Outlet Centers, Inc. on an unconsolidated basis, excluding the Operating Partnership. The Company's business is operated primarily through the Operating Partnership.
Liquidity and Capital Resources of the Company In this “Liquidity and Capital Resources of the Company” section, the term, the "Company", refers only to Tanger Inc. on an unconsolidated basis, excluding the Operating Partnership. The Company's business is operated primarily through the Operating Partnership.
We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure. 56 Core Funds From Operations We present Core FFO (formerly referred to as AFFO) as a supplemental measure of our performance.
We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure. 62 Core Funds From Operations We present Core FFO (formerly referred to as Adjusted Funds from Operations "AFFO") as a supplemental measure of our performance.
Because the Company consolidates the Operating Partnership, the section entitled "Liquidity and Capital Resources of the Operating Partnership" should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.
Because we consolidate the Operating Partnership, the section entitled "Liquidity and Capital Resources of the Operating Partnership" should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.
During the year ended December 31, 2022, no one tenant (including affiliates) accounted for more than 7% of our square feet or 6% of our rental revenues. Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year.
During the year ended December 31, 2023, no one tenant (including affiliates) accounted for more than 8% of our square feet or 6% of our rental revenues. Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year.
The Company believes the Operating Partnership's sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its shareholders and to finance its continued operations, investment and growth strategy and additional expenses we expect to incur.
We believe the Operating Partnership's sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to us and, in turn, for us to make dividend payments to our shareholders and to finance our continued operations, investment and growth strategy and additional expenses we expect to incur.
The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in February 2024, that allows us to register unspecified amounts of different classes of securities.
The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in December 2026, that allows us to register unspecified amounts of different classes of securities.
In the case of projects to be wholly-owned by us, we expect to fund these projects with cash on hand, borrowings under our unsecured lines of credit and cash flows from operations, but may also fund them with capital from additional public debt and equity offerings.
We expect to maintain sufficient liquidity to fund existing capital expenditures. In the case of projects to be wholly-owned by us, we expect to fund these projects with cash on hand, borrowings under our unsecured lines of credit and cash flows from operations, but may also fund them with capital from additional public debt and equity offerings.
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 to voluntary retirement plan and other executive officer severance, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
Each of these measures is defined as follows: We define Adjusted EBITDA as net income 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, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
Additionally, in October 2022, the Southaven, Mississippi joint venture amended and restated its secured mortgage, increasing the outstanding balance to $51.7 million from $40.1 million, extending maturity to October 2026 plus a one year extension option, from April 2023, with an interest rate of Adjusted SOFR plus 200 basis points.
Other Financing Activity In October 2022, the Southaven, Mississippi consolidated joint venture amended and restated its secured mortgage, increasing the outstanding balance to $51.7 million from $40.1 million, extending the maturity date to October 2026 plus a one-year extension option, from April 2023, with an interest rate of Adjusted SOFR plus 200 basis points.
Further, in the event of default, the Company may be restricted from paying dividends to its shareholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on us.
Further, in the event of default, we may be restricted from paying dividends to our shareholders in excess of dividends required to maintain our REIT qualification. Accordingly, an event of default could have a material and adverse impact on us.
We currently intend to use the net proceeds from any sale of shares pursuant to the ATM Offering for working capital and general corporate purposes. As of December 31, 2022, we had approximately $60.1 million remaining available for sale under our ATM Offering program.
We currently intend to use the net proceeds from any sale of Common Shares pursuant to the ATM Offering for working capital and general corporate purposes. As of December 31, 2023, we had approximately $220.1 million remaining available for sale under our ATM Offering program.
A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5% to 15.5% of principal.
A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty.
The Operating Partnership’s debt agreements require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95% on a cumulative basis. 52 Debt Covenants We have historically been, and at December 31, 2022 are, in compliance with all of our debt covenants.
The Operating Partnership’s debt agreements require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed FFO, as defined in the debt agreements, for the prior fiscal year on an annual basis or 95% on a cumulative basis. 58 Debt Covenants We have historically been, and at December 31, 2023 are, in compliance with all of our debt covenants.
One of our outlet centers has an estimated fair value significantly less than its recorded carrying value of approximately $113.0 million. However, based on our current plan with respect to that outlet center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.
One of our centers has an estimated fair value less than its recorded carrying value of approximately $111.1 million. However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.
As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not real estate investment trusts can.
As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not REITs can.
The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to the Company, which will in turn, adversely affect the Company's ability to pay cash dividends to its shareholders. 46 We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code, or the Code.
The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to us, which will in turn, adversely affect our ability to pay cash dividends to our shareholders. 52 We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code.
As of December 31, 2022, we have partial ownership interests in six unconsolidated outlet centers totaling approximately 2.1 million square feet, including two outlet centers in Canada.
As of December 31, 2023, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers located in Canada.
However, all debt is held directly or indirectly at the Operating Partnership level, and the Company has guaranteed some of the Operating Partnership's unsecured debt as discussed below.
However, all debt is held directly or indirectly at the Operating Partnership level, and we have guaranteed some of the Operating Partnership's unsecured debt as discussed below.
The remaining proceeds were used for general corporate purposes. Unsecured term loan In March 2021 and June 2021, we paid down a total of $50.0 million of borrowings under our $350.0 million unsecured term loan with cash on hand, reducing the balance outstanding to $300.0 million as of December 31, 2021.
The remaining net proceeds were used for general corporate purposes. Unsecured term loan In March 2021 and June 2021, we paid down a total of $50.0 million of borrowings under our $350.0 million unsecured term loan with cash on hand, reducing the balance outstanding to $300.0 million. In October 2022, we amended and restated our unsecured term loan.
Future Debt Obligations As described further in Note 8 of the notes to the consolidated financial statements, as of December 31, 2022, scheduled maturities and principal amortization of our existing debt for 2023, 2024, 2025, 2026 and 2027 are $4.8 million, $5.1 million, $1.5 million, $407.4 million and $625.0 million, respectively.
Future Debt Obligations As described further in Note 9 to the Consolidated Financial Statements, as of December 31, 2023, scheduled maturities and principal amortization of our existing debt for 2024, 2025, 2026 and 2027 are $5.1 million, $14.5 million, $407.4 million and $625.0 million, respectively. As of December 31, 2023, scheduled maturities after 2027 aggregate to $400.0 million.
Other Contractual Obligations Other contractual obligations totaled $7.4 million as of December 31, 2022. These obligations range from approximately $1.3 million to $1.5 million on an annual basis over the next five years.
These minimum lease payments range from approximately $4.9 million to $5.9 million on an annual basis over the next five years. Other Contractual Obligations Other contractual obligations totaled $5.9 million as of December 31, 2023. These obligations range from approximately $1.3 million to $1.7 million on an annual basis over the next five years.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring Common Shares. We intend to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 under the Exchange Act.
The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant.
We currently consolidate the Operating Partnership because we have (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant.
The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares during the years ended December 31, 2022, 2021 and 2020.
We may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of our Common Shares under this authorization. We did not repurchase any Common Shares during the years ended December 31, 2023, 2022 and 2021.
The following table sets forth information regarding settlements under our ATM Offering program: 2022 2021 2020 Number of common shares settled during the period — 10,009,263 — Average price per share $ — $ 18.97 $ — Aggregate gross proceeds (in thousands) $ — $ 189,868 $ — Aggregate net proceeds after commissions and fees (in thousands) $ — $ 186,969 $ — In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023.
The following table sets forth information regarding settlements under our ATM Offering program: 2023 2022 2021 Number of common shares settled during the period 3,494,919 — 10,009,263 Average price per share $ 25.75 $ — $ 18.97 Aggregate gross proceeds (in thousands) $ 89,986 $ — $ 189,868 Aggregate net proceeds after commissions and fees (in thousands) $ 88,861 $ — $ 186,969 In May 2023, the Board authorized the repurchase of up to $100.0 million of our outstanding Common Shares through May 31, 2025.
In the event that we determine accrued receivables are not probable of collection, lease income will be recorded on a cash basis, with the corresponding tenant receivable and straight-line rent receivable charged as a direct write-off against lease income in the period of the change in our collectability determination. Our financial results for 2020 were materially adversely impacted by COVID-19.
In the event that we determine accrued receivables are not probable of collection, lease income will be recorded on a cash basis, with the corresponding tenant receivable and straight-line rent receivable charged as a direct write-off against lease income in the period of the change in our collectability determination.
The Company also guarantees some of the Operating Partnership's debt. If the Operating Partnership fails to fulfill its debt requirements, which trigger the Company's guarantee obligations, then the Company may be required to fulfill its cash payment commitments under such guarantees. However, the Company's only material asset is its investment in the Operating Partnership.
If the Operating Partnership fails to fulfill its debt requirements, which would trigger our guarantee obligations, then we may be required to fulfill our cash payment commitments under such guarantees. However, our only material asset is our investment in the Operating Partnership.
The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, develop new or existing properties, make acquisitions of properties or portfolios of properties, invest in existing or newly created joint ventures, or for general corporate purposes.
The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, develop new or existing properties, make acquisitions of properties or portfolios of properties, invest in existing or newly created joint ventures, or for general corporate purposes. Our liquidity is dependent on the Operating Partnership's ability to make sufficient distributions to us.
If our occupancy declines, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations. Our occupancy at our consolidated centers improved from 95% at the end of 2021 to 97% at the end of 2022.
If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations. Our occupancy at our consolidated centers was 97% at the end of the years ended December 31, 2023 and 2022, respectively.
Our MD&A is presented in the following sections: • General Overview • Leasing Activity • Results of Operations • Liquidity and Capital Resources of the Company • Liquidity and Capital Resources of the Operating Partnership • Critical Accounting Estimates • Recent Accounting Pronouncements • Non-GAAP Supplemental Measures • Economic Conditions and Outlook 40 General Overview As of December 31, 2022, we had 29 consolidated outlet centers in 18 states totaling 11.4 million square feet, one managed center and one center under construction.
Our MD&A is presented in the following sections: • General Overview • Leasing Activity • Results of Operations • Liquidity and Capital Resources of the Company • Liquidity and Capital Resources of the Operating Partnership • Critical Accounting Estimates • Recent Accounting Pronouncements • Non-GAAP Supplemental Measures • Economic Conditions and Outlook 46 General Overview As of December 31, 2023, we had 31 consolidated centers and one open-air lifestyle center in 18 states totaling 12.7 million square feet.
Our assessment of collectability requires the exercise of considerable judgment and incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources, including declines in such conditions due to, or amplified by, the COVID-19 pandemic.
Our assessment of collectability requires the exercise of considerable judgment and incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources.
The Company does not have significant assets other than its investment in the Operating Partnership.
We do not have significant assets other than its investment in the Operating Partnership.
In October 2022, we amended and restated our unsecured term loan. The outstanding balance was increased from $300.0 million to $325.0 million and the maturity was extended to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + 1.25% to Adjusted SOFR + 1.20% based on our current credit rating.
The outstanding balance was increased from $300.0 million to $325.0 million, and the maturity date was extended to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + 1.25% to Adjusted SOFR + 0.95% based on our current credit rating.
The remaining amount authorized to be repurchased under the program as of December 31, 2022 was approximately $80.0 million. 47 In January 2023, the Company's Board of Directors declared a $0.22 cash dividend per common share payable on February 15, 2023 to each shareholder of record on January 31, 2023, and a $0.22 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
The remaining amount of Common Shares authorized to be repurchased under the program as of December 31, 2023 was $100.0 million. 53 In January 2024, the Board declared a $0.26 cash dividend per Common Share payable on February 15, 2024 to each shareholder of record on January 31, 2024, and a $0.26 cash distribution per general and limited partnership unit to the Operating Partnership's unitholders.
The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated outlet centers that impacted our results of operations and liquidity from January 1, 2020 to December 31, 2022: Consolidated Outlet Centers Unconsolidated Joint Venture Outlet Centers Managed Centers Outlet Center Quarter Acquired/Open/Disposed/Demolished Square Feet (in thousands) Number of Outlet Centers Square Feet (in thousands) Number of Outlet Centers Square Feet (in thousands) Number of Outlet Centers As of December 31, 2019 12,048 32 2,212 7 — — Dispositions: Terrell, Texas Third Quarter (178) (1) — — — — Other 3 — — — — — As of December 31, 2020 11,873 31 2,212 7 — — Dispositions: Jeffersonville, Ohio First Quarter (412) (1) — — — — Saint Sauveur, Quebec First Quarter — — (99) (1) — — Other (8) — — — — — As of December 31, 2021 11,453 30 2,113 6 — — Dispositions: Blowing Rock, North Carolina Fourth Quarter (104) (1) — — — — Additions: Palm Beach, Florida Third Quarter — — — — 457 1 Other 4 — — — As of December 31, 2022 11,353 29 2,113 6 457 1 41 Leasing Activity The following table provides information for our consolidated outlet centers related to leases for new stores that opened or renewals that were executed during the years ended December 31, 2022 and 2021, respectively: Comparable Space for Executed Leases (1) (2) (3) Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Rent Spread % (5) Tenant Allowance (psf) (6) Average Initial Term (in years) Total space 2022 350 1,815 $ 31.58 10.1 % $ 2.22 3.67 2021 266 1,170 $ 30.78 (0.6) % $ 7.75 3.43 Comparable and Non-Comparable Space for Executed Leases (1) (2) (3) Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Tenant Allowance (psf) (6) Average Initial Term (in years) Total space 2022 404 2,021 $ 32.08 $ 6.87 4.10 2021 317 1,363 $ 30.46 $ 21.91 3.85 (1) For consolidated properties owned as of the period-end date.
The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that impacted our results of operations and liquidity from January 1, 2021 to December 31, 2023: Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers Center Quarter Acquired/Developed/Disposed Square Feet (in thousands) Number of Centers Square Feet (in thousands) Number of Centers Square Feet (in thousands) Number of Centers As of December 31, 2020 11,873 31 2,212 7 — — Dispositions: Jeffersonville, Ohio First Quarter (412) (1) — — — — Saint Sauveur, Quebec First Quarter — — (99) (1) — — Other (8) — — — — — As of December 31, 2021 11,453 30 2,113 6 — — Dispositions: Blowing Rock, North Carolina Fourth Quarter (104) (1) — — — — Additions: Palm Beach, Florida Third Quarter — — — — 457 1 Other 4 — — — As of December 31, 2022 11,353 29 2,113 6 457 1 Additions: Palm Beach, Florida Third Quarter — — — — 301 1 Nashville, Tennessee Fourth Quarter 291 1 — — — — Asheville, North Carolina Fourth Quarter 382 1 — — — — Huntsville, Alabama Fourth Quarter 651 1 — — — — Other — — — — — — As of December 31, 2023 12,690 32 2,113 6 758 2 47 Leasing Activity The following table provides information for our consolidated centers related to leases for new stores that opened or renewals that were executed during the years ended December 31, 2023 and 2022, respectively: Comparable Space for Executed Leases (1) (2) (3) Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Rent Spread % (5) Tenant Allowance (psf) (6) Average Initial Term (in years) Total space 2023 391 1,868 $ 38.52 14.2 % $ 5.81 3.41 2022 350 1,815 $ 31.58 10.1 % $ 2.22 3.67 Comparable and Non-Comparable Space for Executed Leases (1) (2) (3) Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Tenant Allowance (psf) (6) Average Initial Term (in years) Total space 2023 461 2,131 $ 38.48 $ 10.23 3.79 2022 404 2,021 $ 32.08 $ 6.87 4.10 (1) For consolidated properties owned as of the period-end date.
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.
We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income 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. 66 Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related adjustments, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
During 2023, approximately 1.7 million square feet, or 14% to the total portfolio including our share of unconsolidated joint ventures, will come up for renewal.
During 2024, approximately 2.6 million square feet, or 19% to the total portfolio including our share of unconsolidated joint ventures, will come up for renewal.
While historically the Company has satisfied this distribution requirement by making cash distributions to its shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company's own shares. For tax reporting purposes, we distributed approximately $83.1 million during 2022.
While historically we have satisfied this distribution requirement by making cash distributions to our shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, our own shares. For tax reporting purposes, we distributed approximately $101.0 million during 2023.
(3) Sold outlet centers excluded from Same Center NOI Cash Basis: Outlet centers sold: Jeffersonville January 2021 Blowing Rock December 2022 60 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.
(3) Centers excluded from Same Center NOI Cash Basis: Center Date Event Nashville, TN October 2023 New Development Asheville, NC November 2023 Acquired Huntsville, AL November 2023 Acquired Blowing Rock, NC December 2022 Sold 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.
Gain on Sale of Assets In December 2022, we sold a non-core outlet center in Blowing Rock, North Carolina for net proceeds of $12.4 million, which resulted in a gain on sale of assets of $3.2 million. We did not have a gain or loss on the sale of our Jeffersonville, Ohio asset in 2021.
Gain on Sale of Assets In December 2022, we sold a non-core center in Blowing Rock, North Carolina for net proceeds of $12.4 million, which resulted in a gain on sale of assets of $3.2 million.
Under our at-the-market stock offering (“ATM Offering”) program, which commenced in February 2021, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million (the “Shares”).
Under our ATM Offering, which commenced in February 2021, and was reinstated with a new program in December 2023, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million.
(3) Leasing activity for commenced leases, or leases for new stores that opened or renewals that began during the respective trailing twelve months ended December 31, were as follows: Leasing activity for commenced leases Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Rent Spread % (5) Tenant Allowance (psf) (6) Average Initial Term (in years) Comparable Space (2) Total space 2022 295 1,449 $ 31.35 11.7 % $ 5.76 3.76 2021 280 1,378 $ 26.76 (2.4) % $ 4.22 3.35 Comparable and Non-comparable Space (2) Total space 2022 344 1,644 $ 31.96 $ 13.64 4.18 2021 328 1,541 $ 26.84 $ 6.02 3.63 (4) Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(3) Leasing activity for commenced leases, or leases for new stores that opened or renewals that began during the respective trailing twelve months ended December 31, were as follows: Leasing Activity for Commenced Leases Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Rent Spread % (5) Tenant Allowance (psf) (6) Average Initial Term (in years) Comparable Space (2) Total space 2023 306 1,596 $ 34.33 14.1 % $ 1.87 3.49 2022 295 1,449 $ 31.35 11.7 % $ 5.76 3.76 Comparable and Non-comparable Space (2) Total space 2023 370 1,863 $ 34.23 $ 7.75 3.98 2022 344 1,644 $ 31.96 $ 13.64 4.18 (4) Represents average initial cash rent (base rent and CAM).
The liquidity of the Company is dependent on the Operating Partnership's ability to make sufficient distributions to the Company. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company.
The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to us. We also also guarantee some of the Operating Partnership's debt.
Based on applicable interest rates, forward curve estimates, and scheduled debt maturities as of December 31, 2022, these interest obligations total approximately $253.4 million and range from approximately $18.4 million to $53.2 million on an annual basis over the next five years.
Based on applicable interest rates and scheduled debt maturities as of December 31, 2023, these interest obligations total approximately $220.7 million and range from approximately $11.0 million to $55.2 million on an annual basis over the next five years.
Occupancy at our consolidated centers was 96.9% and 95.1% as of December 31, 2022 and 2021, respectively. 63
Occupancy at our consolidated centers was 97.3% and 96.9% as of December 31, 2023 and 2022, respectively.
Prior period results have been revised to conform with the current period presentation. 62 Economic Conditions and Outlook We are closely monitoring the impact of supply chain and labor issues, inflationary pressures, rising interest rates and the overall macroeconomic environment on all aspects of our business and geographies, including how it will impact our tenants and business partners.
Economic Conditions and Outlook We are closely monitoring the impact of supply chain and labor issues, inflationary and deflationary pressures, changes in interest rates and the overall macroeconomic environment on all aspects of our business and geographies, including how it will impact our tenants and business partners.
For the Company to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its taxable income.
In order for us to maintain our qualification as a REIT, we must pay dividends to our shareholders aggregating annually at least 90% of our taxable income.
Senior unsecured notes financial covenants Required Actual Total consolidated debt to adjusted total assets 40 % Total secured debt to adjusted total assets 2 % Total unencumbered assets to unsecured debt >150% 240 % Consolidated Income Available for Debt Service to Annual Debt Service Charge > 1.5 x 5.7 x Lines of credit and term loan Required Actual Total Liabilities to Total Adjusted Asset Value 40 % Secured Indebtedness to Adjusted Unencumbered Asset Value 5 % EBITDA to Fixed Charges > 1.5 x 4.6 Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value 35 % Unencumbered Interest Coverage Ratio > 1.5 x 5.6 Debt of unconsolidated joint ventures The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of December 31, 2022 (dollars in millions): Joint Venture Total Joint Venture Debt Maturity Date Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company Charlotte $ 100.0 July 2028 4.27 % — % $ — Columbus 71.0 October 2032 6.25 % — % — Galveston/Houston 64.5 July 2023 LIBOR + 1.85% 15.5 % 10.0 National Harbor 95.0 January 2030 4.63 % — % — Debt origination costs (1.5) $ 329.0 $ 10.0 In September 2022, the joint venture that owns the Columbus, Ohio outlet center completed the refinance of its existing $71.0 million mortgage, which had an interest rate of LIBOR + 1.85% and a maturity date of November 2022.
As of December 31, 2023, we were in compliance with all financial and non-financial covenants related to our debt obligations, as detailed below: Senior unsecured notes financial covenants Required Actual Total Consolidated Debt to Adjusted Total Assets 38 % Total Secured Debt to Adjusted Total Assets 2 % Total Unencumbered Assets to Unsecured Debt >150% 251 % Consolidated Income Available for Debt Service to Annual Debt Service Charge > 1.5 x 5.7 x Lines of credit and term loan Required Actual Total Liabilities to Total Adjusted Asset Value 38 % Secured Indebtedness to Total Adjusted Asset Value 5 % EBITDA to Fixed Charges > 1.5 x 4.5 Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value 33 % Unencumbered Interest Coverage Ratio > 1.5 x 5.9 Debt of unconsolidated joint ventures The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of December 31, 2023 (dollars in millions): Joint Venture Total Joint Venture Debt Maturity Date Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company Charlotte $ 99.4 July 2028 4.27 % — % $ — Columbus 71.0 October 2032 6.25 % — % — Galveston/Houston 58.0 June 2026 Daily SOFR + 3.00% 17.2 % 10.0 National Harbor 93.6 January 2030 4.63 % — % — Debt origination costs (2.0) $ 320.0 $ 10.0 Houston/Galveston, Texas In June 2023, the Galveston/Houston joint venture completed the refinance of its mortgage.
The following table sets forth the changes in other revenues (in thousands): 2022 2021 Increase/(Decrease) Other revenues from existing properties $ 13,861 $ 12,215 $ 1,646 Other revenues from property disposed 176 133 43 $ 14,037 $ 12,348 $ 1,689 Other revenues from existing properties increased in the 2022 period due an increase in other revenue streams, such as paid media, sponsorships and onsite signage, on a local and national level.
The following table sets forth the changes in other revenues (in thousands): 2023 2022 Increase/(Decrease) Other revenues from existing properties $ 16,171 $ 13,861 $ 2,310 Other revenues from new developments and acquired properties 687 — 687 Other revenues from property disposed — 176 (176) $ 16,858 $ 14,037 $ 2,821 Other revenues from existing properties increased in the 2023 period due an increase in other revenue streams, such as EV charging, paid media, sponsorships and onsite signage, on a local and national level.
Property Operating Expenses Property operating expenses increased $3.2 million in the 2022 period compared to the 2021 period.
Property Operating Expenses Property operating expenses increased $1.6 million in the 2023 period compared to the 2022 period.
As of December 31, 2022, scheduled maturities after 2027 aggregate to $400.0 million. Future Interest Payments We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements.
Future Interest Payments We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements.
We also had 6 unconsolidated outlet centers totaling 2.1 million square feet, including 2 outlet centers in Canada.
We also had 6 unconsolidated centers totaling 2.1 million square feet, including 2 outlet centers located in Canada. Our portfolio also includes two managed centers totaling approximately 760,000 square feet.
The 2022 period includes higher compensation costs due to the addition of certain executives and other key employees during the second half of 2021 and during 2022 to drive operational and growth initiatives, which led to increased costs in 2022. In addition, 2022 includes executive severance costs, totaling $2.4 million.
General and Administrative Expenses General and administrative expenses increased $4.6 million in the 2023 period compared to the 2022 period. The 2023 period includes higher compensation costs due to the addition of certain executives and other key employees during 2022 and 2023 to drive operational and growth initiatives.
During 2022, the Company did not sell any shares under the ATM Offering program. 51 Redemption of the 2023 and 2024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 2031 In April 2021, we completed a partial redemption of $150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and the write-off of approximately $1.0 million of debt discount and debt origination costs.
These swaps replace $300.0 million of existing swaps that expired on February 1, 2024 as part of our interest rate risk management strategy. 57 Redemption of the 2023 and 2024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 2031 In April 2021, we completed a partial redemption of $150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and the write-off of approximately $1.0 million of debt discount and debt origination costs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−0 removed5 unchanged
Biggest changeAs of December 31, 2022, there were no outstanding balances under our unsecured lines of credit. An increase in our credit rating would provide a decrease in interest expense. If downgrades to our credit ratings occur, interest expense could increase depending upon the level of downgrade. The information presented herein is merely an estimate and has limited predictive value.
Biggest changeAs of December 31, 2023, we had $13.0 million of outstanding balances under our unsecured lines of credit. An upgrade or downgrade to our credit rating could decrease or increase, respectively, our interest expense depending on the level of chan ge. 69 The information presented herein is merely an estimate and has limited predictive value.
Foreign Currency Risk We are also exposed to foreign currency risk on investments in outlet centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar.
Foreign Currency Risk We are also exposed to foreign currency risk on investments in centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar.
Refer to Note 10 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments.
Refer to Note 11 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments.
A change in the SOFR index of 100 basis points would result in an increase or decrease of approximately $767,000 in interest expense on an annual basis. The interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on the higher of our two investment grade credit ratings.
A change in the SOFR index of 100 basis points would result in an increase or decrease of approximately $897,000 in interest expense on an annual basis. The interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on the higher of our three investment grade credit ratings.
As of December 31, 2022, 5% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore was subject to market fluctuations.
As of December 31, 2023, 6% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore was subject to market fluctuations.
The estimated fair value and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit was as follows (in thousands): December 31, 2022 December 31, 2021 Fair value of debt $ 1,268,362 $ 1,445,337 Recorded value of debt $ 1,428,494 $ 1,397,076 A 100 basis point increase from prevailing interest rates at December 31, 2022 and December 31, 2021 would result in a decrease in fair value of total consolidated debt of approximately $44.3 million and $66.0 million, respectively.
The estimated fair value and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit was as follows (in thousands): December 31, 2023 December 31, 2022 Fair value of debt $ 1,319,700 $ 1,268,362 Recorded value of debt $ 1,439,203 $ 1,428,494 A 100 basis point increase from prevailing interest rates at December 31, 2023 and December 31, 2022 would result in a decrease in fair value of total consolidated debt of approximately $40.1 million and $44.3 million, respectively.
We currently have interest rate swap agreements to fix the interest rates on outstanding debt with notional amounts totaling $300.0 million. See Note 9 to the Consolidated Financial Statements for additional details related to our outstanding derivatives.
As of December 31, 2023, we had interest rate swap agreements to fix the interest rates on outstanding debt with notional amounts totaling $300.0 million, which expired on February 1, 2024.
Added
Over the course of 2023, we entered into $325.0 million of new forward starting interest rate swap agreements that became effective on February 1, 2024, replacing the aforementioned swaps as part of our interest rate risk management strategy. See Note 10 to the Consolidated Financial Statements for additional details related to our outstanding derivatives.

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