Tanger Reports First Quarter Results and Increases Full-Year Guidance

Drives Positive Blended Rent Spreads of 13.8%

Grows Occupancy by 220 Basis Points Year over Year

Celebrates 30 Years on the NYSE

GREENSBORO, N.C., April 27, 2023 /PRNewswire/ -- Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a leading owner and operator of upscale open-air outlet centers, today reported financial results and operating metrics for the three months ended March 31, 2023.

"Our strong first quarter 2023 results reflect the continued execution of our strategic plan," said Stephen Yalof, President and Chief Executive Officer. "Sales productivity grew sequentially on improved traffic during the quarter. We are seeing robust leasing activity with accelerating double-digit rent spreads as our retailers demonstrate their commitment to the outlet channel and Tanger's open-air portfolio, leading to higher fixed rents and expense recoveries. Milder weather in the first quarter also benefited both expenses and revenues. Collectively, these factors drove our full-year guidance raise."

"We are pleased with the construction and leasing progress we are making on our 37th center in Nashville. We also recently increased our annual dividend by over 11% and are proactively managing our balance sheet and liquidity to provide the flexibility to execute on our long-term growth strategies."

First Quarter Results

• Net income available to common shareholders was $0.22 per share, or $23.3 million, compared to $0.19 per share, or $20.3 million, for the prior year period.
• Funds From Operations ("FFO") available to common shareholders was $0.47 per share, or $52.0 million, compared to $0.45 per share, or $49.4 million, for the prior year period.
• Core Funds From Operations ("Core FFO") available to common shareholders was $0.46 per share, or $51.2 million, compared to $0.45 per share, or $49.4 million, for the prior year period. Core FFO in the first quarter of 2023 excluded the reversal of previously expensed compensation related to a voluntary executive departure of $0.01 per share, or $0.8 million. The Company does not consider this item to be indicative of its ongoing operating performance.

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

Operating Metrics

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

• Occupancy was 96.5% on March 31, 2023, compared to 97.0% on December 31, 2022 and 94.3% on March 31, 2022
• Same center net operating income ("Same Center NOI"), which is presented on a cash basis, increased 7.4% to $83.6 million for the first quarter of 2023 from $77.8 million for the first quarter of 2022
• Average tenant sales productivity of $447 per square foot for the twelve months ended March 31, 2023 increased 0.4% compared to $445 per square foot for the twelve months ended December 31, 2022 and decreased 3.7% from $464 per square foot for the twelve months ended March 31, 2022. The trailing twelve months ended March 31, 2022 benefited from a robust sales environment in 2021. In total, gross sales grew in the first quarter of 2023 on a year-over-year basis
• On a same center basis, average tenant sales per square foot increased 0.4% compared to the twelve months ended December 31, 2022 and decreased 3.9% compared to the twelve months ended March 31, 2022
• Lease termination fees (which are excluded from Same Center NOI) for the total portfolio totaled $13,000 for the first quarter of 2023 compared to $2.6 million for the first quarter of 2022

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

Transaction Activity

In May 2022, Tanger broke ground on its new center in Nashville, Tennessee. The center, which will be approximately 290,000 square feet, is planned to open in the fall of 2023 at an estimated total cost of $142 million to $150 million with a projected stabilized yield of 7.0% to 7.5%. Through March 31, 2023, Tanger had incurred costs of $62.8 million associated with this development.

Leasing Activity

For the total portfolio, including the Company's pro rata share of unconsolidated joint ventures, as of March 31, 2023, Tanger has renewals executed or in process for 57.2% of the space scheduled to expire during 2023 compared to 47.8% of expiring 2022 space as of March 31, 2022.

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

• Total renewed or re-tenanted leases (including leases for both comparable and non-comparable space) executed during the twelve months ended March 31, 2023 included 414 leases, totaling nearly 1.7 million square feet
• Blended average rental rates improved for the eighth consecutive quarter, increasing 13.8% on a cash basis for leases executed for comparable space during the twelve months ended March 31, 2023. These blended rent spreads, which were up 370 basis points sequentially and 1,250 basis points year over year, are comprised of re-tenanted rent spreads of 36.1% and renewal rent spreads of 11.8%

Dividend

In April 2023, the Company's Board of Directors approved an 11.4% increase in the dividend on its common shares from $0.88 to $0.98 per share on an annualized basis. Simultaneously, the Board of Directors declared a quarterly cash dividend of $0.245 per share, payable on May 15, 2023 to holders of record on April 28, 2023.

Balance Sheet and Liquidity

The following balance sheet and liquidity metrics are presented for the total portfolio, including the Company's pro rata share of unconsolidated joint ventures. As of March 31, 2023:

• Net debt to Adjusted EBITDAre (calculated as net debt divided by Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDAre")) remained stable at 5.2x for the twelve months ended March 31, 2023 compared to 5.1x for the year ended December 31, 2022, primarily driven by Nashville development spending
• Interest coverage ratio (calculated as Adjusted EBITDAre divided by interest expense) was 4.4x for the first quarter of 2023 and 4.6x for the twelve months ended March 31, 2023
• Cash and cash equivalents and short-term investments totaled $241.7 million with full availability on the Company's $520 million unsecured lines of credit
• Total outstanding debt aggregated $1.6 billion with $109.0 million (principal) of floating rate debt, representing approximately 7% of total debt outstanding and 3% of total enterprise value
• Weighted average interest rate was 3.5% and weighted average term to maturity of outstanding debt, including extension options, was approximately 5.4 years
• Approximately 88% of the total portfolio's square footage was unencumbered by mortgages
• Funds Available for Distribution ("FAD") payout ratio was 50% for the first quarter of 2023

As of March 31, 2023, $300 million of the outstanding balance of the Company's $325 million unsecured term loan, which matures in January 2027 plus a one-year extension, is fixed with interest rate swaps at a weighted average Adjusted SOFR rate of 0.5%. These swaps expire on February 1, 2024. As of April 27, 2023, the Company has entered into $100 million of forward-starting swaps that commence February 1, 2024, $60 million of which expire in February 2026 with $40 million expiring in August 2026. Collectively, these swaps fix the Adjusted SOFR base rate at a weighted average of 3.3%.

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

Guidance for 2023

Based on the Company's results to date and its outlook for the remainder of 2023, management is increasing its full-year 2023 guidance with its current expectations for net income, FFO and Core FFO per share for 2023 as follows:

For the year ending December 31, 2023:	Revised			Previous
	Low Range	High Range		Low Range	High Range
Estimated diluted net income per share	$    0.89	$    0.97		$0.87	$0.95
Depreciation and amortization of real estate assets - consolidated and the Company's share of unconsolidated joint ventures	0.94	0.94		0.94	0.94
Estimated diluted FFO per share	$    1.83	$    1.91		$1.81	$1.89
Reversal of previously expensed compensation related to executive departure (1)	(0.01)	(0.01)		(0.01)	(0.01)
Estimated diluted Core FFO per share	$    1.82	$    1.90		$1.80	$1.88

(1)	During the first quarter of 2023, the Company reversed $0.8 million of previously expensed compensation related to a voluntary executive departure.

 

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

For the year ending December 31, 2023:	Revised			Previous
	Low Range	High Range		Low Range	High Range
Same Center NOI growth - total portfolio at pro rata share	2.75 %	4.75 %		2.0 %	4.0 %
General and administrative expense, excluding executive departure adjustments (1)	$73	$76		$73	$76
Interest expense	$47	$49		$47	$49
Other income (expense) (2)	$5	$7		$5	$7
Annual recurring capital expenditures, renovations and second generation tenant allowances	$50	$60		$50	$60

(1)	During the first quarter of 2023, the Company reversed $0.8 million of previously expensed compensation related to a voluntary executive departure.
(2)	Includes interest income.

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

First Quarter 2023 Conference Call

Tanger will host a conference call to discuss its first quarter 2023 results for analysts, investors and other interested parties on Friday, April 28, 2023, at 8:00 a.m. Eastern Time. To access the conference call, listeners should dial 1-877-605-1702. Alternatively, a live audio webcast of this call will be available to the public on Tanger's Investor Relations website, investors.tangeroutlets.com. A telephone replay of the call will be available from April 28, 2023 at approximately 11:00 a.m. through May 12, 2023 at 11:59 p.m. by dialing 1-877-660-6853, replay access code #13737145. An online archive of the webcast will also be available through May 12, 2023.

Upcoming Events

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

• Ringing the closing bell at the New York Stock Exchange on May 10, 2023 in celebration of Tanger's 30th anniversary as a publicly-traded company
• A tour of Tanger Outlets Fort Worth on May 17, 2023 in connection with City by Citi: "Everything is Bigger in Texas" Dallas Multi-Sector HQ Visits and Property Tours
• ICSC Las Vegas held at the Las Vegas Convention Center in Las Vegas, NV from May 21 through May 23, 2023
• A tour of Tanger Outlets Deer Park on June 5, 2023 in connection with Evercore ISI REITs One-Day Retail Tour of Long Island, NY
• Nareit's REITweek: 2023 Investor Conference held at the New York Hilton Midtown in New York, NY from June 6 through June 8, 2023, including a company presentation on June 7th at 1:15 p.m. Eastern Time. Additional details about the presentation, including a live audio webcast, will be available to the public on Tanger's Investor Relations website, investors.tangeroutlets.com
• Jefferies Consumer Conference held at the White Elephant Hotel in Nantucket, MA on June 20, 2023

 

About Tanger Factory Outlet Centers, Inc.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT) is a leading operator of upscale open-air outlet centers that owns (or has an ownership interest in) and/or manages a portfolio of 36 centers with an additional center currently under development. Tanger's operating properties are located in 20 states and in Canada, totaling approximately 13.9 million square feet, leased to over 2,700 stores operated by more than 600 different brand name companies. The Company has more than 42 years of experience in the outlet industry and is a publicly-traded REIT. Tanger is furnishing a Form 8-K with the Securities and Exchange Commission ("SEC") that includes a supplemental information package for the quarter ended March 31, 2023. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the Company's website at www.tangeroutlets.com.

Safe Harbor Statement

This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," "will," "forecast" or similar expressions, and include the Company's expectations regarding future financial results and assumptions underlying that guidance, long-term growth, trends in retail traffic and tenant revenues, development initiatives and strategic partnerships, expectations regarding operational metrics, renewal trends, new revenue streams, its strategy and value proposition to retailers, participation in upcoming events, uses of capital, liquidity, dividend payments and cash flows.

You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements. Important factors which may cause actual results to differ materially from current expectations include, but are not limited to: our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we have identified; environmental regulations affecting our business; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to the impact of the COVID-19 pandemic and macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our dependence on rental income from real property; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; increased costs and reputational harm associated with the increased focus on environmental, sustainability and social initiatives; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; uncertainty relating to the potential phasing out of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, including the recent changes in the U.S. federal income taxation of U.S. businesses; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism and other important factors set forth under Item 1A - "Risk Factors" in the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2022, as may be updated or supplemented in the Company's Quarterly Reports on Form 10-Q and the Company's other filings with the SEC. Accordingly, there is no assurance that the Company's expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company's Current Reports on Form 8-K that the Company files with the SEC.

Investor Contact Information				Media Contact Information
Doug McDonald				KWT Global
SVP, Finance and Capital Markets				Tanger@kwtglobal.com
336-856-6066
tangerir@tangeroutlets.com

 

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
	Three months ended
	March 31,
	2023		2022
Revenues:
Rental revenues	$103,582		$104,609
Management, leasing and other services	1,914		1,527
Other revenues	3,447		2,732
Total revenues	108,943		108,868
Expenses:
Property operating	33,148		36,758
General and administrative (1)	17,434		15,467
Depreciation and amortization	25,893		26,243
Total expenses	76,475		78,468
Other income (expense):
Interest expense	(12,343)		(11,634)
Other income (expense)	2,800		183
Total other income (expense)	(9,543)		(11,451)
Income before equity in earnings of unconsolidated joint ventures	22,925		18,949
Equity in earnings of unconsolidated joint ventures	1,935		2,513
Net income	24,860		21,462
Noncontrolling interests in Operating Partnership	(1,071)		(944)
Noncontrolling interests in other consolidated partnerships	(248)		—
Net income attributable to Tanger Factory Outlet Centers, Inc.	23,541		20,518
Allocation of earnings to participating securities	(199)		(215)
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.	$23,342		$20,303
Basic earnings per common share:
Net income	$0.22		$0.20
Diluted earnings per common share:
Net income	$0.22		$0.19

(1)	The 2023 period includes the reversal of $0.8 million of previously expensed compensation related to a voluntary executive departure.

 

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
	March 31,		December 31,
	2023		2022
Assets
Rental property:
Land	$275,081		$275,079
Buildings, improvements and fixtures	2,558,983		2,553,452
Construction in progress	54,623		27,340
	2,888,687		2,855,871
Accumulated depreciation	(1,248,391)		(1,224,962)
Total rental property, net	1,640,296		1,630,909
Cash and cash equivalents	202,821		212,124
Short-term investments	32,946		52,450
Investments in unconsolidated joint ventures	73,368		73,809
Deferred lease costs and other intangibles, net	56,818		58,574
Operating lease right-of-use assets	78,332		78,636
Prepaids and other assets	100,811		111,163
Total assets	$2,185,392		$2,217,665
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$1,038,456		$1,037,998
Unsecured term loan, net	321,736		321,525
Mortgages payable, net	67,749		68,971
Unsecured lines of credit	—		—
Total debt	1,427,941		1,428,494
Accounts payable and accrued expenses	79,401		104,741
Operating lease liabilities	87,234		87,528
Other liabilities	84,510		82,968
Total liabilities	1,679,086		1,703,731
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 105,316,253 and 104,497,920 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	1,053		1,045
Paid in capital	984,253		987,192
Accumulated distributions in excess of net income	(486,638)		(485,557)
Accumulated other comprehensive loss	(14,159)		(11,037)
Equity attributable to Tanger Factory Outlet Centers, Inc.	484,509		491,643
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	21,797		22,291
Noncontrolling interests in other consolidated partnerships	—		—
Total equity	506,306		513,934
Total liabilities and equity	$2,185,392		$2,217,665

 

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CENTER INFORMATION
(Unaudited)
		March 31,
		2023		2022
Gross Leasable Area Open at End of Period (in thousands):
Consolidated		11,352		11,453
Unconsolidated		2,113		2,113
Pro rata share of unconsolidated		1,056		1,056
Managed		457		—
Total Owned and/or Managed Properties		13,922		13,566
Total Owned Properties including pro rata share of unconsolidated JVs (1)		12,408		12,510
Outlet Centers in Operation at End of Period:
Consolidated		29		30
Unconsolidated		6		6
Managed		1		—
Total Owned and/or Managed Properties (2)		36		36
Ending Occupancy:
Consolidated		96.4 %		94.1 %
Unconsolidated		97.8 %		96.1 %
Total Owned Properties including pro rata share of unconsolidated JVs		96.5 %		94.3 %
Total States Operated in at End of Period (3)		20		20

(1)	Amounts may not recalculate due to the effect of rounding.
(2)	The Company also has one center under development in Nashville, TN.
(3)	The Company also has an ownership interest in two centers located in one Canadian province.

 

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP SUPPLEMENTAL MEASURES (1)
(in thousands, except per share)
(Unaudited)
Below is a reconciliation of Net Income to FFO and Core FFO:
		Three months ended
		March 31,
		2023		2022
Net income		$24,860		$21,462
Adjusted for:
Depreciation and amortization of real estate assets - consolidated		25,172		25,661
Depreciation and amortization of real estate assets - unconsolidated joint ventures		2,670		2,754
FFO		52,702		49,877
FFO attributable to noncontrolling interests in other consolidated partnerships		(248)		—
Allocation of earnings to participating securities		(424)		(434)
FFO available to common shareholders (2)		$52,030		$49,443
As further adjusted for:
Compensation-related adjustments (3)		(806)		—
Impact of above adjustments to the allocation of earnings to participating securities		6		—
Core FFO available to common shareholders (2)		$51,230		$49,443
FFO available to common shareholders per share - diluted (2)		$0.47		$0.45
Core FFO available to common shareholders per share - diluted (2)		$0.46		$0.45
Weighted Average Shares:
Basic weighted average common shares		104,088		103,520
Effect of notional units		693		802
Effect of outstanding options		741		736
Diluted weighted average common shares (for earnings per share computations)		105,522		105,058
Exchangeable operating partnership units		4,738		4,762
Diluted weighted average common shares (for FFO and Core FFO per share computations) (2)		110,260		109,820

(1)	Refer to Non-GAAP Definitions beginning on page xiv for definitions of the non-GAAP supplemental measures used in this release.
(2)	Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
(3)	For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

 

Below is a reconciliation of FFO to FAD (1):
		Three months ended
		March 31,
		2023		2022
FFO available to common shareholders		$52,030		$49,443
Adjusted for:
Corporate depreciation excluded above		721		582
Amortization of finance costs		808		759
Amortization of net debt discount		144		117
Amortization of equity-based compensation		2,271		2,708
Straight-line rent adjustments		680		1,337
Market rent adjustments		133		176
Second generation tenant allowances and lease incentives		(2,030)		(1,252)
Capital improvements		(6,340)		(1,409)
Adjustments from unconsolidated joint ventures		(47)		227
FAD available to common shareholders (2)		$48,370		$52,688
Dividends per share		$0.2200		$0.1825
FFO payout ratio		47 %		41 %
FAD payout ratio		50 %		38 %
Diluted weighted average common shares (2)		110,260		109,820

(1)	Refer to page ix for a reconciliation of net income to FFO available to common shareholders.
(2)	Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.

 

Below is a reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio and total portfolio at pro rata share:
		Three months ended
		March 31,
		2023		2022
Net income		$24,860		$21,462
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures		(1,935)		(2,513)
Interest expense		12,343		11,634
Other income		(2,800)		(183)
Depreciation and amortization		25,893		26,243
Other non-property (income) expenses		(48)		172
Corporate general and administrative expenses		17,426		15,486
Non-cash adjustments (1)		819		1,520
Lease termination fees		(6)		(2,596)
Portfolio NOI - Consolidated		76,552		71,225
Non-same center NOI - Consolidated		146		(256)
Same Center NOI - Consolidated (2)		$76,698		$70,969
Portfolio NOI - Consolidated		$76,552		$71,225
Pro rata share of unconsolidated joint ventures		6,874		7,130
Portfolio NOI - Total portfolio at pro rata share		83,426		78,355
Non-same center NOI - Total portfolio at pro rata share		146		(575)
Same Center NOI - Total portfolio at pro rata share (2)		$83,572		$77,780

(1)	Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(2)	Sold outlet centers excluded from Same Center NOI:

Outlet centers sold:
Blowing Rock	December 2022	Consolidated

 

Below are reconciliations of Net Income to Adjusted EBITDA:
		Three months ended
		March 31,
		2023		2022
Net income		$24,860		$21,462
Adjusted to exclude:
Interest expense, net		9,779		11,533
Income tax expense (benefit)		(200)		23
Depreciation and amortization		25,893		26,243
Compensation-related adjustments (1)		(806)		—
Adjusted EBITDA		$59,526		$59,261
		Twelve months ended
		March 31,		December 31,
		2023		2022
Net income		$89,229		$85,831
Adjusted to exclude:
Interest expense, net		41,618		43,372
Income tax expense (benefit)		(85)		138
Depreciation and amortization		111,554		111,904
Gain on sale of assets		(3,156)		(3,156)
Compensation-related adjustments (1)		1,641		2,447
Gain on sale of non-real estate asset (2)		(2,418)		(2,418)
Loss on early extinguishment of debt		222		222
Adjusted EBITDA		$238,605		$238,340

(1)	For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(2)	Represents gain on sale of the corporate aircraft.

 

Below are reconciliations of Net Income to EBITDAre and Adjusted EBITDAre:
		Three months ended
		March 31,
		2023		2022
Net income		$24,860		$21,462
Adjusted to exclude:
Interest expense, net		9,779		11,533
Income tax expense (benefit)		(200)		23
Depreciation and amortization		25,893		26,243
Pro rata share of interest expense - unconsolidated joint ventures		2,200		1,458
Pro rata share of depreciation and amortization - unconsolidated joint ventures		2,670		2,754
EBITDAre		$65,202		$63,473
Compensation-related adjustments (1)		(806)		—
Adjusted EBITDAre		$64,396		$63,473
		Twelve months ended
		March 31,		December 31,
		2023		2022
Net income		$89,229		$85,831
Adjusted to exclude:
Interest expense, net		41,618		43,372
Income tax expense (benefit)		(85)		138
Depreciation and amortization		111,554		111,904
Gain on sale of assets		(3,156)		(3,156)
Pro rata share of interest expense - unconsolidated joint ventures		7,829		7,087
Pro rata share of depreciation and amortization - unconsolidated joint ventures		10,934		11,018
EBITDAre		$257,923		$256,194
Compensation-related adjustments (1)		1,641		2,447
Gain on sale of non-real estate asset (2)		(2,418)		(2,418)
Loss on early extinguishment of debt		222		222
Adjusted EBITDAre		$257,368		$256,445

(1)	For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(2)	Represents gain on sale of the corporate aircraft.

 

Below is a reconciliation of Total Debt to Net Debt for the consolidated portfolio and total portfolio at pro rata share:
		March 31, 2023
		Consolidated		Pro Rata Share of Unconsolidated JVs		Total at Pro Rata Share
Total debt		$1,427,941		$164,419		$1,592,360
Less:
Cash and cash equivalents		(202,821)		(5,923)		(208,744)
Short-term investments (1)		(32,946)		—		(32,946)
Total cash and cash equivalents and short-term investments		(235,767)		(5,923)		(241,690)
Net debt		$1,192,174		$158,496		$1,350,670
		December 31, 2022
		Consolidated		Pro Rata Share of Unconsolidated JVs		Total at Pro Rata Share
Total debt		$1,428,494		$164,505		$1,592,999
Less:
Cash and cash equivalents		(212,124)		(8,686)		(220,810)
Short-term investments (1)		(52,450)		—		(52,450)
Total cash and cash equivalents and short-term investments		(264,574)		(8,686)		(273,260)
Net debt		$1,163,920		$155,819		$1,319,739

(1)	Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.

NON-GAAP DEFINITIONS

Funds From Operations

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

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

We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. NAREIT has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.

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

• FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
  
  
• FFO does not reflect changes in, or cash requirements for, our working capital needs;
  
  
• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and
  
  
• Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.

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

Core FFO

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

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

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

• Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
  
  
• Core FFO does not reflect changes in, or cash requirements for, our working capital needs;
  
  
• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Core FFO does not reflect any cash requirements for such replacements;
  
  
• Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
  
  
• Other companies in our industry may calculate Core FFO differently than we do, limiting its usefulness as a comparative measure.

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

Funds Available for Distribution

Funds Available for Distribution ("FAD") is a non-GAAP financial measure that we define as FFO (defined as net income (loss) available to the Company's common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis), excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

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

Portfolio Net Operating Income and Same Center Net Operating Income

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

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

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

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") as adjusted for items described below ("Adjusted EBITDA"), EBITDA for Real Estate ("EBITDAre") and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:

We define Adjusted EBITDA as net income (loss) computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation-related adjustments, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.

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

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

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

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:

• They do not reflect our net interest expense;
  
  
• They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;
  
  
• Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and
  
  
• Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.

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

Net Debt 

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

 

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SOURCE Tanger Factory Outlet Centers, Inc.