Tanger Inc.

and uncertainties. During the call, we will also discuss non-GAAP financial measures as defined by SEC Regulation G, including funds from operations or FFO, core FFO, same center net operating income, and adjusted EBITDA. Reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included in our earnings release and in our supplemental information. This call is being recorded for rebroadcast for a period of time in the future. As such, it is important to note that management's comments include time-sensitive information that may only be accurate as of today's date, August 4, 2021. At this time, all participants are in listen-only mode. Following management's prepared comments, the call will be open for your questions. We request that everyone ask only one question and one follow-up to allow as many of you as possible to ask questions. If time permits, we are happy for you to reach here for additional questions. On the call today will be Stephen Tanger, Executive Chair, Stephen Yaloff, Chief Executive Officer, and Jim Williams, Executive Vice President and Chief Financial Officer. I will now turn the call over to Stephen Tanger. Please go ahead, Steve.

Good morning, and thank you for joining us for our second quarter 2021 earnings call. These results demonstrate the successful execution of our strategic initiatives and progress in continuing to evolve Tanger to drive improved profitability and shareholder value. We have seen traffic and sales return to pre-pandemic levels as our open air centers offer an excellent value proposition for both retailers and shoppers. I would also like to welcome Sandeep Mathrani to Tanger's Board of Directors. Sandeep is currently the CEO of WeWork and previously was CEO of Brookfield Properties Retail Group and of GGP. We are privileged to benefit from his experience and wisdom and look forward to his ongoing counsel and guidance. I will now turn the call over to Steve Yala. to provide details on our second quarter performance and to discuss our strategic priorities.

Thank you, Steve. Our second quarter results demonstrate continued progress in the leasing, operating, and marketing of our open air retail centers. Tenant sales and domestic traffic are now outpacing pre-pandemic levels. We've achieved a 130 basis points sequential increase in occupancy. and a meaningful rebound in Same Center NOI. We are curating a compelling mix of brands and uses, creating a sense of place for experiential outings, connecting with shoppers in more personalized ways, and monetizing the non-store elements of our centers. Same Center NOI in the second quarter was up 88% compared to the second quarter of 2020 and represents 93% of the same period in 2019. For the second quarter, traffic to our domestic centers was above the same period of 2019. This sustained rebound in traffic levels clearly reflects the attraction of our open-air shopping centers, their dominant market locations, and the value proposition that we offer to both our retailer partners and shoppers. Tenant sales have followed a similar trajectory. Average tenant sales productivity grew to $424 per square foot for the trailing 12 months, up 7.3% from $395 per square foot for the comparable 2019 period. On the same center basis, average tenant sales increased 5.5%. Categories that are performing particularly well include athleisure, youth-oriented brands, jewelry, accessories, beauty, and home. Consolidated portfolio occupancy at quarter end was 93%, a 130 basis point increase from the end of the first quarter. We have recaptured 80,000 square feet of space due to bankruptcies and retailer restructurings through the end of the second quarter. And shortly after, we recaptured an additional 55,000 square feet, which was expected and represents negotiated early terminations for a legacy outlet brand. where we collected lease termination fees. When we were unable to achieve desired rents, our strategic approach to leasing included shortening term to enable us to reprice or repopulate our real estate sooner and preserving variable rent upside by reducing breakpoints and increasing variable rent pay rates. Some deals that were completed during the height of COVID uncertainty ultimately produced total rents that exceeded the prior contractual fixed rents. In these cases, our rent spreads don't fully capture variable rent contributions as spreads measure the change in base rent and common area charges only. Leasing activity continues to accelerate, with over 300 new leases and renewals totaling 1.6 million square feet of leasing that commenced during the last 12 months. As of the end of the quarter, renewals executed or in process represented 54% of the space scheduled to expire during the year. This pace reflects our strategy to hold on some of our renewal leasing activity while the market continues to rebound and rental rates improve. This has proven sound as our sales and traffic continue to build. We continue to gain ground on our lease spreads, which represent sequential improvements from those reported as of the end of the first quarter. Permanent leasing activity is continuing to build, and we continue to pursue pop-up leases as a near-term strategy. These transactions contribute to occupancy, higher cash flow, help maintain the variety and vibrancy of our centers, and provide us an opportunity to increase the value of our real estate as market conditions continue to improve. The core tendency of our portfolio remains apparel and footwear. However, we are continuing to realize the tremendous appeal our centers offer to new categories and uses. The addition of new food concepts, such as sit-down restaurants, iconic cookie and cupcake brands, local microbreweries, and upscale gourmet grocers have added to our placemaking, experiential activation, and entertaining uses which have helped achieve our goal of driving shopper visits, frequency, dwell time, and ultimately bigger baskets. Welcoming these new uses to Tanger has provided the opportunity for our retailer partners to introduce their brands and concepts to a whole new shopper base. Additionally, as part of our ESG strategy, this year we launched our small business initiative aimed at supporting up and coming retailers in our local communities. Through this program, we've discovered compelling new retailers and brands which have enhanced our tenant mix and provided us access to new shoppers. We're focused on growing our non-store revenue streams which are delivering promising results. These initiatives include creating on-site paid sponsorship and media opportunities where brands can promote their business on-center but outside the four walls of their store. This includes marketing opportunities on bright walls, digital directories, and common area activations. In addition to providing more on-center branding, these programs and activations create fun ways to engage our shoppers during their visits. This revenue is captured in the other revenues line, which year-to-date is up 88% from last year and 26% over 2019. As we continue to monetize our real estate and create additional revenue streams, we've stood up a peripheral land team to take advantage of our existing portfolio about parcels and ancillary land. We presently have peripheral land inventory at over two-thirds of our centers and will opportunistically acquire additional parcels as leasing demand for these property types increase. As an example, we have recently acquired an adjacent parcel to our Glendale, Arizona shopping center to expand our footprint at that center and provide more F&B, and entertainment uses, as well as additional pay for event parking. We continue to enhance and expand our digital initiatives as we execute our strategy to meet our customer where they are. To further develop seamless customer experiences that connect our digital and physical space, we're expanding our online pre-shop capabilities where customers can search and see products that are available in store in our centers. Through our virtual shopper program, customers can shop remotely and either pick up in-store or have merchandise shipped directly to them. We also continue to grow our Tanger Flash pop-up sales and live sales through our website, app, and social channels, which we host with participating retailers as we innovate and discover ways to reach customers. Through all of our digital channels, we are providing more personalized and relevant content, and this quarter, we have introduced our Tanger Fashion Director who shops our brands and retailers, curates looks, and posts them on our social media channels. This initiative is aimed at our loyal Tanger insiders and Tanger Club members who shop our centers with greater frequency and is designed to reach new and emerging shoppers to the brand. By providing more enriched and visual content for the center, our goal is to drive higher frequency of shopper visits and more engagement with our virtual shopper. These digital touchpoints complement our on-center experience and help to attract new customers, particularly in younger demographics. In summary, we continue to execute our strategic plan and focus on our core business. We are delivering new leasing and actively pursuing new uses, new brands, and new categories with the goal of increasing center occupancy. We continue to grow and build our new revenue streams, such as paid media, sponsorship, and peripheral land, and we are innovating new ways to reach our customer to drive center visits. We are seeing our traffic, leasing, and business development results improving rapidly, and we are positioned to use this momentum to increase the value of our real estate, drive cash flow, and deliver long-term growth. I would now like to turn the call over to Jim Williams to take you through our financial results, balance sheet, and outlook for the remainder of 2021.

Thank you, Steve. We delivered strong second quarter results showing continued positive momentum. Second quarter core FFO available to common shareholders was 43 cents per share compared to 10 cents per share in the second quarter of 2020. Core FFO for the second quarter of 2021 includes two cents per share delusion from the shares issued today and excludes a charge of $14 million or 13 cents per share for the early extinguishment of debt since we redeemed $150 million of our 2023 bonds. BAME Center NOI for the consolidated portfolio increased 87.6% for the quarter as the prior year reflects reductions in rental revenues due to the pandemic, along with higher variable rents driven by better than expected tenant sales performance this year. As we discussed last quarter, We have maintained high rent collections. We have collected approximately 98% of contractual fixed rents billed in the first half of 2021. We have also continued to collect rents billed for prior periods, including amounts related to 2020 that we allowed our tenants to defer to 2021. Through July 30th, 2021, we had collected 98% of the 2020 deferred rents due to be repaid in the first half of 2021. During the second quarter, we opportunistically raised capital using our ATM program to further reduce debt and strengthen our balance sheet. We issued 3.1 million common shares that generated $58 million in net proceeds at a weighted average price of $18.85 per share. Year to date, we sold 10 million shares and raised $187 million of equity at an average price of $18.97 per share. As previously announced, on April 30, we completed the partial early redemption of $150 million aggregate principal amount of our 3.875% senior notes due December 2023 for $163 million in cash. This reduction in debt improves our leverage ratio and enhances our balance sheet flexibility. Subsequent to the redemption, $100 million remains outstanding. We also paid down our unsecured term loan by an additional $25 million in June, bringing the outstanding balance to $300 million. Additionally, in July, we amended and extended our unsecured lines of credit, pushing the maturity date to July 2026, including extension options, and providing borrowing capacity of $520 million with an accordion feature to increase capacity to 1.2 billion. The facility includes a sustainability metric tie in potential interest rate savings to LEED and Energy Star certifications. This further demonstrates our commitment and accountability regarding environmental initiatives. We have no significant debt maturities until December 2023. We have always prioritized maintaining a strong financial position. We will continue our disciplined and prudent approach to capital allocation. Our board will continue to evaluate dividend distributions alongside earnings growth And our priority uses of capital include investing in our portfolio to grow NOI, reducing leverage to pre-COVID levels over time, extending debt maturities, and evaluating selective growth opportunities. Our guidance assumes current macro conditions continue through the remainder of the year and that there are no further government mandated retail shutdowns. For the full year of 2021, we expect core FFO to be in the range of $1.52 and $1.59 per share up from our prior expectations of $1.47 to $1.57. This guidance reflects continued sequential improvement in our business, offset by the additional dilution of approximately two cents per share related to the common share sold in the second quarter, which is in addition to the four cents of dilution from the first quarter issuances included in our prior guidance. Our guidance also reflects year-over-year comparisons, which get more difficult in the back half of 2021 due to higher occupancy and lower operating expenses last year, as well as lease termination fees and reserve reversals that we recognized in the second half of 2020. Our guidance includes the 135,000 square feet of space we have recaptured to date through the end of July, along with potential for an additional 65,000 square feet related to bankruptcies and brand-wide restructurings for the remainder of the year. For additional details on our key assumptions, Please see our release issued last night. I'd now like to open it up for questions. Operator, can we take our first question?

We will now begin the question and answer session. To ask a question, you may press star, then one on your touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. At this time, we will pause momentarily to assemble our roster. Our first question comes from Katie McConnell with Citi. Please go ahead.

Great, thanks. Good morning, everyone. So with percentage rent up significantly this quarter and relative to history, how should we think about an annualized run rate going forward? And can you talk about how you're structuring percentage rent into your new leasing deals today?

Good morning, Katie, and thanks for the question. With regard to percentage rent, well, all we can say is percentage rent definitely is a reflection on our sales performance. And as our sales performance continues to increase, I'm sure we'll see a material impact to our percentage run on a going forward basis. With regard to deal structure, I mean, if you look back a year ago and consider the height of uncertainty around COVID, you know, we structured deals, particularly renewal deals, that leaned fairly heavily on variable rent. These were shorter-term deals. But those variable rent deals included lower breakpoints, higher pay rates. And where we exchanged with our retailer partners some downside protection, we structured deals that gave us more upside if the market inflected and sales returned. And as our sales numbers would indicate, the sales across our portfolio came back far stronger than I guess we all had anticipated a year ago. And we find ourselves in that enviable position to have a pretty big gain as far as variable rents are concerned.

Got it. Okay, thanks. And then you lowered your CapEx guidance fairly significantly this quarter, so can you provide some more background on what drove that change and how CapEx could trend next year?

Hi, Katie. This is Jim. The reduction in capex really sort of reflects our strategy and how we're approaching the leasing environment right now. Certainly we're, as Steve said, we're very pleased to see the rebound in our traffic and sales, and we're trying to be very strategic on how we negotiate and enter these leases. So some of the leasing activity has been pushed to 2022, and that's reflective of the reduction our capex spent.

So would you expect next year's levels to be more similar to your original guidance for this year?

Yes, Katie. I think this is purely kind of a timing thing. Again, from a strategic standpoint, we're trying to negotiate these leases at the right time. But I think next year you'll see it probably normalized to something similar to what we got into originally this year.

Okay, that's helpful. Thank you.

Our next question comes from Todd Thomas with KeyBank. Please go ahead.

Hey, good morning. This is Ravi Vaidya on the line for Todd Thomas. I just wanted to ask here, how much occupancy is temporary or short-term in nature? And can you talk about success in converting these short-term leases into permanent ones?

Good morning, Ravi. So, and we've talked about in past quarters, but we're up to about 9.5% short-term right now. And again, let's just go back and talk about the fact that short-term leasing or temp leasing or pop-up leasing, as we like to call it, was really a strategy for us. Again, going back to a year ago where times were most uncertain and our folks weren't traveling and our retailer partners weren't traveling, we empowered our general managers and really essentially deputized 36 new members of our leasing team to go out and help us fill space in shopping centers that was a vacancy that was created by brand-wide restructuring and other bankruptcies. And they did a pretty fantastic job. A number of things occurred as a result. We were able to, first of all, turn lights on in a number of vacant rooms, get them to cash flow, and really with a strategy of increasing the value of our real estate and driving our cash flow and delivering long-term growth, this went a long way. We brought new tenants to the shopping center that brought different customers. And some of those uses turned out to be great draw uses for our properties and ones that we're in discussions with right now to turn into longer-term deals. So all in all, you know, I find that the shopper in general probably doesn't know the difference between a short-term lease and a full-term lease, but they certainly know the difference between a a closed store and an open store, and with a strategy of keeping lights on, stores open, we've created an opportunity for ourselves to increase our near-term occupancy, but also test some new concepts in our shopping centers with some fruitful results.

Perfect. Just one more here for me. Are retailers reporting any changes to sales or traffic or any operating conditions related to the Delta variant and the rise in cases? Just wondering if you're seeing or hearing anything from them since they're on the ground.

We have not heard any of that yet.

Perfect. Thanks so much.

Thanks, Robbie.

The next question comes from Samira Canal with Evercore. Please go ahead.

Good morning, everyone. Steve, so you talked about how sales is up and traffic is up. Maybe give us a breakdown. Maybe centers here is regions where you're maybe seeing a better return in traffic and sales than others. I know you've talked about the initiatives. You've kind of ran some of the centers. Just trying to see if there's any kind of differences you're seeing from center to center or regions to regions here.

Well, you know, Samir, I would say that the centers that Our core shopping centers are located in geographies that are drive-to resort and in the top 50 MSAs. That's really the sweet spot of our portfolio, and those seem to be the markets that have shown the greatest amount of improvement. On the flip side of that, we've got a couple of shopping centers that are dependent on other things to drive traffic, whether it's international tourism or it's casino gambling or it's the hotel business or entertainment uses. And as you could probably imagine, although those are coming back, they're not coming back at the same pace that the other centers are.

Got it. And I guess this is the second question here. I mean, your occupancy was up quite a lot in the second quarter. But, you know, you still have pressure on rent, right, and especially on the new lease, on the new rent side. So I'm just trying to, understand how do you think about sort of spreads? How do you think that metric will trend, let's say, over the next 12 months? How do you guys think about balancing occupancy and rents over the next, I don't know, a few quarters here?

Well, you know, we spend a lot of time thinking about rent and rent spreads and obviously prioritizing leasing our centers. And, you know, if you take a look at some of the legacy vacancy caused by some of those Brands that had gone out in recent years, stores that have been – stores that closed at high-rent pay mark that we're now replacing with different uses to the portfolio. So, you know, in an effort to be a little bit less dependent on the apparel and the footwear, we're pivoting to new uses. We talked about some of those uses, you know, in the opening remarks. New deals like Dick's Sporting Goods, Purple Mattresses, Nantucket Meat and Fish. These are brands that are iconic, great draws to our shopping center, new uses in both the direct-to-consumer space, going with grocery uses in some of our shopping centers, which, in fact, we're seeing great results from a traffic draw point of view, but also with the frequency of customer. You know, it Historically, folks would come to an outlet center maybe once on their trip to a particular resort community, but with the grocery store in this particular center, we're seeing far more frequency of visit by that same customer. So these uses are working, they're enhancing, and they're replacing old legacy space, and might be doing so at a lower base rent, but we're being strategic in the variable rent component of these deals And in many instances, the sum of those two parts is higher than the old base rents that we were collecting, although those numbers are reflected in our rents.

That's it for me. Thanks so much, Steve.

Thanks, Vera.

The next question comes from Caitlin Burrows with Goldman Sachs. Please go ahead.

Hi, good morning. I just first had a quick follow-up on the recent leases that were more reliant on the percent rents. Over the life of those leases, does that kind of sales threshold change, or is it consistent over the life of that lease?

Look, Caitlin, I'm sure you know all leases are written differently, but rents that have a base rent component and a percentage rent component to it, as the base rent grows, whether it's a CPI or a fixed annual increase, so does that natural breakpoint commensurately with the growth of the base rent.

Okay, got it. And then I was wondering, on the recapture estimate of 200,000 square feet for the year, I know you guys gave that estimate back with 4Q earnings. So I was just wondering if you could give some commentary on how that's playing out versus initial expectations in terms of the timing, exact stores that are impacted, or anything like that?

You know, we mentioned that we've got another 55,000 square feet back early this quarter from one of the legacy brands. It was expected. We knew it was coming back. But that was really the bulk of our known space coming back. Beginning of the quarter, we shared 200,000 square feet of guidance. But in that remainder is definitely some buffer.

Got it. Okay. And then maybe just the last one, I'm wondering if you could give any updated commentary if there is some on the Nashville development, I guess given the strength in retail that we've seen this year, just wondering if there's been progress there or not quite yet.

Yeah. You know, we announced when we get to 60% lease, we'll put a shovel in the ground. We anticipate we'll probably get there at the beginning of next year. But we think it's a great market, and there's definitely some interest from our retailer partners, and we'll certainly keep you updated as the progress moves forward on that development.

Okay, great. Thanks.

Our next question comes from Craig Schmidt with Bank of America. Please go ahead.

Thank you. My question surrounds the chart outlet center ranking. I'm wondering if within the fifth and sixth tier, I know that you periodically call the portfolio, but looking at the occupancy still hasn't really worked its way up, and just the difference between square footage percent to total and portfolio NOI percent to total. I'm just wondering if if these are assets that maybe you might want to consider disposing of?

Well, Craig, thanks for the question. You know, first of all, the center is still cash flow. But, again, we're not currently marketing any of our centers.

Okay. So all the centers in that list are, you're saying, positive cash flow still?

I'm sorry. I think what you said is all those centers are cash flowing?

I'm just confirming. I'm sorry. I was just confirming that all 30 of the centers in that list, they're positive cash flow. Yeah. Okay. Thanks a lot.

As a reminder, if you have a question, please press star then one. The next question comes from Mike Muro with J.P. Morgan. Please go ahead.

Yeah, hi. Looking at what you've done year to date for FFO and the full year guidance, it implies an average quarterly FFO of about 36 cents to get to the midpoint of the range. Can you walk through what the major moving parts are from the 43 cent Q2 print down to that 36? It looks like there may have been a couple of cent one time property tax benefit, but just if you could bridge that gap, that would be helpful.

Sure, Mike. Good morning. This is Jim. So you did identify one of the major things there. The refund of property taxes was around two cents a share. There's also another penny a share per quarter that we expect from the dilution of the AGM shares we issued in the second quarter. That's on top of the four cent dilution that we had built into the guidance last time. I think the remaining things really that's driving that is you've got the effect of the 55,000 square feet that came back in July that Steve just mentioned, and that potential 65,000 additional feet that may come back before the end of the year. And then the final component is we do have higher operating expenses in the second half as we go through the advance, like back to school and the holiday seasons. Those are your main components.

Got it. Okay. That was it. Thank you.

This concludes our question and answer session. I would like to turn the conference back over to Steve Tanger for any closing remarks.

Good morning. I want to thank each of our colleagues on the Tanger team for their tireless efforts to produce these excellent results. Have a wonderful summer. and I hope to see