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Good morning. This is Ashley Curtis, Assistant Vice President of Investor Relations. And I would like to welcome you to the Tanger Factory Outlet Centers Third Quarter 2023 Conference Call. Yesterday afternoon, we issued our earnings release as well as our supplemental information package and investor presentation. This information is available on our Investor Relations website, investors.tanger.com. Please note that during this conference call, some of management's comments will be forward-looking statements that are subject to numerous risks and uncertainties, and actual results could differ materially from those projected. We direct you to our filings with the Securities and Exchange Commission for a detailed discussion of these risks 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, funds available for distribution, or FAD, same-center net operating income, adjusted EBITDAre and net debt. 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, November 7, 2023. At this time, all participants are in listen-only mode. Following management's prepared comments the call will be opened for your question. [Operator Instructions]. On the call today will be Steven Tanger, our Executive Chair; Stephen Yalof, President and Chief Executive Officer; and Michael Bilerman, Executive Vice President, Chief Financial Officer and Chief Investment Officer. In addition, other members of our leadership team will be available for Q&A. I will now turn the call over to Steven Tanger. Please go ahead, Steve.

Good morning, and thank you for joining us for our third quarter earnings call. As we previously announced, I will be transitioning from my current role as Executive Chair of the Board to Non-Executive Chair of the Board at the end of this year, and Bridget Ryan-Berman will remain as the company's lead Independent Director. In conjunction with my transition, this earnings call will be my last one as an active participant. Since Tanger's IPO approximately 30 years ago, I have proudly participated in 122 quarterly earnings calls, which marks one of the longest consecutive streaks in the REIT industry. My father and I started this business in 1981 with a hunch that consumers wanted to buy directly from the world's most successful brand name companies. Now, more than 42 years later, we have over 700 retail brands represented in our portfolio in approximately 3,000 stores. Throughout economic cycles, we have proven the resilience of the outlet distribution channel. In good times, people like a bargain, and in tough times, people need a bargain. A couple of weeks ago, I was honored to participate in the ribbon-cutting celebrating the opening of our 37th Tanger Center in Nashville, Tennessee. To see our latest vision come to life was not only incredible, but also very emotional. It has been a privilege to be a part of such a remarkable company and to work with such a smart and devoted team and board of directors. I want to thank the leadership and all of the Tanger employees for your continued dedication. I could not be more proud of where we are today and confident in the long-term strategy in the team and in the outlook. The future is very bright. I will now turn the call over to our CEO, Steve Yalof.

Thank you and good morning. I'd first like to thank Steve Tanger for his leadership throughout our history and for trusting us to carry his vision forward. I'm pleased to announce that we delivered solid earnings growth in the third quarter as we continue to see strong leasing and operational execution. We anticipate positive momentum will continue, which is contributing to an increase in our full year earnings guidance. Additionally, our board of directors recently authorized a 6% dividend increase. We continue to drive total rents while elevating and diversifying our tenant mix. In the third quarter, we delivered a 7.6% increase in same-center NOI, and occupancy was at 98% at the end of the quarter, up 80 basis points sequentially and 150 basis points year-over-year. We've recovered nearly 600 basis points of occupancy over the past three years. We have also achieved strong rental rate growth with positive rent spreads of 13% on renewals. and more than 30% on re-tenanted space over the past 12 months. Leasing activity continues to be strong as we executed over 560 leasing transactions, comprising more than 2.3 million square feet of space, including the lease up of Tanger Nashville. This represents nearly 20% of our portfolio GLA, a 30% increase in transaction volume from the prior year period. These leases include a mix of new to portfolio brands, renewals, and expansions with core brands. We continue to convert temporary stores to permanent deals while utilizing our temp leasing strategy to fill space and introduce new tenants to the portfolio. Looking ahead to next year, 21% of our GLA and APR will come up for renewal. This presents an opportunity to continue to drive total rent growth and further curate our tenant mix. With seven consecutive quarters of positive rent spreads, we remain confident in our ability to grow total rents. We saw a 10 basis point increase in our occupancy cost ratios since last quarter, which provides the opportunity for additional rent upside. Traffic and tenant sales per square foot were down slightly compared to the prior year, while discretionary categories were more challenged the athletic and athleisure categories saw continued gains. Leasing activity remains strong with new retailers and categories entering our channel as we continue to diversify our tenant mix by including the health and beauty category, restaurants, home stores, and more experiential brands. Tanger Outlets Nashville, our 37th center, grand open last month to massive crowds and robust sales. This unique 290,000 square foot open-air property exemplifies the evolution of Tanger and is the first outlet center in the United States to break ground and deliver to the market since 2019. Tanger National opened 96.5% leased with a dynamic and diverse mix of local and national brands, including sought after lifestyle brands and global designers, as well as popular national and local restaurants and food options. We continue to execute on our strategic plan of driving same-center growth, monetizing and realizing embedded opportunities throughout our peripheral land and asset intensification initiatives, and pursuing selective external growth through new development and acquisitions. We recognize there is broad macroeconomic uncertainty, but we remain encouraged by our positive momentum and confident in our platform and the value we offer to shoppers and brands alike. We generate strong free cash flow, have ample liquidity, and will continue to adhere to our core principle of maintaining a conservative balance sheet as we use our platform to realize additional growth. We have built a best-in-class team focused on executing this strategy, and I would like to thank them and our retailer partners, shoppers, and stakeholders for continuing to grow with us. I now like to turn the call over to Michael.

Thank you, Steve. Today, I'm going to discuss our financial results which came in ahead of our budget, our strong balance sheet position, our external growth initiatives, and I'm going to end with our increased 2023 guidance. Our third quarter results came in ahead of expectations, with core FFO of $0.50 a share compared to $0.47 a share in third quarter of last year. Same-center NOI increased 7.6% for the quarter, driven by gains in occupancy, and our strong rent spreads which have led to both higher base rents and higher expense recoveries, and the quarter benefited from the recognition of the of some out-of-period rent collections, which totaled approximately $0.01 of FFO. Our balance sheet remains in a position of strength. At the end of the third quarter, we had $1.6 billion of prorated debt and $207 million of cash and cash equivalents and short-term investments. 94% of our debt is at fixed rates and we have no significant debt maturities until late in 2026. We also have full availability and our $520 million unsecured lines of credit. Our net debt to adjusted EBITDAre was 5.2x for the 12 months ended September 30th, one of the lowest in the retail and REIT sector. This below average leverage, combined with our significant cash position, provides the capacity to fund and pursue our growth initiatives. Our quarterly cash dividend remains well covered with a continued low payout ratio. In terms of our interest rate hedges, we continue to proactively address the February ‘24 expiration of the interest rate swaps on $300 million of our debt that had fixed adjusted SOFR at 50 basis points. As of November 6, 2023, we have entered into $250 million of new forward-starting swaps that will commence once the current swaps expire on February 1 of next year. These swaps have varying maturities through January of 27, so we're effectively fixing this debt for another 2.5 years on average. These new swaps fixed the adjusted SOFR at a weighted average base rate of 4% compared to the current 0.5% with the impact of the higher interest rates being recorded upon expiration and the start of the new forward swaps next February. In terms of external growth, we successfully opened Nashville during the quarter, which does have a few income statement and balance sheet factors. Through the end of the third quarter, we have incurred costs of $119 million against our narrowed cost range of $144 million to $146 million, which leaves $26 million to spend at the midpoint predominantly in the fourth quarter. We continue to estimate a 7.5% to 8% stabilized yield and effective with the opening on October 26, we ceased capitalizing interest on the project. With our low leverage balance sheet and strong liquidity position, along with the continued free cash flow after dividends, we have significant optionality to pursue additional growth opportunities. We have prioritized maintaining financial flexibility, which includes an undrawn line of credit and an ATM. In the third quarter, we opportunistically issued a small amount of equity, approximately $2.7 million at $24.89 a share for accretive deployment. Now turning to our increased 2023 guidance, which reflects better than anticipated performance in the third quarter, including approximately a $1.00 which will not repeat, and our improved outlook for the remainder of the year. We are increasing our expectations for core FFO by $0.035 at the midpoint to a new range of $1.90 to $1.94. We're also increasing and narrowing our Same-center NOI growth expectations to a range of 4.75% to 5.5%, up from 3.5% to 5% currently, or an 87.5 basis point increase at the midpoint. We're also reducing the anticipated recurring CapEx in 2023 to a range of $40 million to $50 million down from $45 million to $55 million due to the timing of certain projects and continued high tenant renewal rate. For additional details on our key assumptions, please see our release issued last night. And we're greatly looking forward to seeing many of you at upcoming conferences, including Nareit next week in LA, as well as many upcoming sell side events and property tours. It has been our absolute pleasure to have welcomed so many of our financial stakeholders to our assets this year, including Stops and Palm Beach, Fort Worth, Deer Park, Riverhead, Charleston, Myrtle Beach, National Harbor, St. Marcos, and upcoming visits scheduled in Phoenix and our newest center in Nashville next March. We couldn't be more proud as an organization to show off our people, our assets, and our strategies in action. And we love that you've been able to experience our assets as a guest and as a shopper, seeing why our guests and retailer brand partners highly value the Tanger platform. And with that, I'd now like to open up the call for questions.

[Operator Instructions] Our first question comes from the line of Floris van Dijkum with Compass Point.

Hey, good morning, guys. Michael, so you issue a little bit of stock during the quarter at around $24.89. Is that where you think your NAB of the shares are?

Good morning, Floris. We don't comment on our view of NAB. Certainly, the analysts out there have their own views of NAB. We took the opportunity to issue just over 100,000 shares for accretive deployment. And we're going to have a 30-year history of maintaining a strong balance sheet. And we want to be prudent and disciplined at all of our capital stack.

Maybe if I can follow up with one question. In terms of your growth, obviously, your occupancy is at 98%. You guys have been, it's really impressive how you've leased the space. You're getting solid lease spreads on renewals. Maybe if you can comment on, it's hard to grow occupancy from here, maybe you get a little bit more, but talk about how in your view, why Tanger, how can Tanger exceed its cruising speed of, call it 3% same-store NOI growth going forward. What are the key drivers in your view? How much of upside is there on the current temp space relative to where that could go going forward?

Good morning, Floris, it’s Steve. Thanks for asking the question. First of all, fortunately for us is space turns every year. So we've got a pretty big churn pipeline, which we disclose and we see great upside in our ability to renew, which we've done in the past couple of years at about a 95% rate. And if you take a look at our rent spreads, you'll see that basically in the renewal pipeline, it's the existing tenants in our shopping centers voting to stay and stay at much higher rents than they're currently paying. Also, there's some fallout and we've had great success re-tenanting that space at over 30%. So we continue to see great upside. And look, there are fortunately for us with over half our portfolio, 99% occupied at this point, there's great opportunity for us to asset manage our fleet, right size stores that may be oversized and therefore drive additional rents from the adjacency or repurpose tenants that aren't necessarily holding their own from a sales point of view and replacing them with new tenants. We've done a great job adding new tenants to the portfolio. Look no further than Nashville, 25% of that shopping center is tenanted by first to Tanger retailers. We continue to put first to Tanger retailers in our entire portfolio.

Maybe if you could comment on the temp to perm opportunity in the portfolio as well.

Yes, we currently, like I said, our occupancies are growing pretty high. We're about, as we've been saying, around 10-ish percent on our temp. As far as I'm concerned, as far as there's one square foot of available space in our portfolio, we'll put a temp tenant in that space because it cash flows and it keeps the lights on. And I've said this to you before, I'll say it again. Our customers don't know the difference between a short-term tenant and a permanent tenant, but everybody knows the difference between a closed store and an open store. As far as I'm concerned, we see that as a great opportunity for us to keep space warm. We have great control of those spaces because for the most part, we've got a 30-day right of termination. So it will never hold up the ability for us to make a higher cash flowing deal, a longer-term deal, or a deal that definitely is accretive to the entire shopping center itself.

Our next question comes from the line of Lizzy Doykan with Bank of America.

Hi, good morning. I just wanted to go back to the opening comments on observing a decline in traffic and sales. Could we talk about just the overall drivers of the decline in average tenant sales? If there were any specific trends to notice across certain categories or regions, that would be great.

Sure. Well, first of all, let's sort of not forget we're an outlet center platform. And by definition, an outlet center platform, we don't control the sale price of our retailers. And our retailers, if you want to talk about trend, the trend right now is retailers are becoming far more promotional. And in a promotional environment, that doesn't mean they're selling less product. They're just selling at a less expensive price point. In our sales performance on a per square foot basis, although down from the 2021 highs, they're still up over the 2019 levels. A lot of that has to do with the performance of the athletic brand categories, the athleisure brand categories, and the comeback of a lot of apparel stores as well. But as we continue to diversify our portfolio and uses like home or health and beauty in larger format stores, that might have an effect on the overall sales per square foot of the business. But remember, our strategy isn’t sales per square foot. Our strategy is the growth of our NOI. And if you take a look at how we've performed from an SS NOI growth point of view, the proof is in the numbers. I said to Floris that our renewal rates, we're getting 95% of our retailers are renewing. So if they're renewing and electing to pay over 10% more for that renewal space, they're basically saying that the utility of the store comes in their ability to operate, clear access inventory, perhaps keep their other channels of bricks and mortar distribution clean, and use the outlet for exactly what it's used for, to share a value-priced product, branded product to their customers, and clear access through our channel.

Okay, thanks. And I just wanted to ask about how bad that trend at this quarter, it seems pretty minimal, but just wanted to see any changes in thinking around the current watchlist, specifically with exposure to VF and Express.

Well, look, our watchlist is as tight as it's been in years. As far as the brands that you've called out, we've done recent business with both of those brands. We're in touch with those brands on a regular basis. You just share an Express, Express just opened a 5,000 square foot store with us in Nashville, did great right out of the box. So the brands continue to perform. In our experience, when brands have trouble and they want to reorganize or restructure, the last doors they restructure are the ones in the outlets, because typically those are the ones that are the most profitable for them.

Our next question comes from the line of Samir Khanal with Evercore ISI.

Hi, good morning, everyone. Hey Steve, you mentioned in your opening remarks about pursuing, I think it was selective new opportunities when you talked about external growth. Can you expand on that a little bit? Maybe talk about, obviously, Nashville is off to a good start. I guess, how does the next set of opportunities look like for you at this point?

Yes, we are, like most of our peer group, we're out in the marketplace looking for opportunities for our platform to expand. We consider ourselves an open-air shopping center company that has great discipline in leasing, marketing, and operating shopping centers. I think the operating piece is really important because we are asset managers, and if we can find a shopping center that the going-in rate meets our hurdles, and we think there's upside in the market for us to grow that property and drive additional revenue and shareholder value, we're going to take advantage of those opportunities.

Okay, and then I guess, Michael, just on the CapEx side, I know the guide went down a little bit here, but do you have sort of a big ramp up in next quarter? Maybe expand on that. What's driving the fourth quarter assumption, thanks.

Sure, Samir. When we talked at the beginning of the year about our overall CapEx, which this year was going to be a higher than last year, we've been building back to our historical levels, and within that CapEx range, there's two components. The first component is our tenant allowances, which as evidenced by our high renewal rate, we're not having as much TAs because the tenants are renewing with us at pretty much no CapEx. And the other part of it is the capital that we're putting into our renovations, and those are a little bit more chunky. And so from a timing perspective, our fourth quarter implies, call it at the midpoint about $20 million, and we'll see how that timing goes in the fourth quarter, but we reduced the overall amount based on the higher renewal rate and the timing of those projects completing.

And sorry, would you expect the CapEx levels next year to go down or at this point sort of stay at similar levels that we're seeing in 2023?

We expect that this total aggregate CapEx will continue to remain at these sort of levels as we got back to where we were pre-COVID, the big factor going into next year is what do we think our renewal rate is? As Steve talked about, you look at our 2 million square feet of leasing, 95% of it was renewals. If we have a lower renewal rate, then we'll be able to get higher spreads, but the CapEx will be a little bit higher in our numbers. So when we talk in February, we'll be sure to outline all of those components.

Our next question comes from the line of Craig Mailman with Citi.

Hey, good morning. Like we, you kind of pointed out the $1.00 out of period to take out the run rate. But you've also kind of had better expense recoveries as we think about ‘24 and the run rate and stand to the year next year kind of how should we think about whether there's seasonality in that recovery ratio as we kind of model and what do you think is a good, I understand you never give guidance. But what do you think is a good kind of annualized average for recoveries given what you guys have done on the leasing side recently.

Sure. Thanks, Craig for the question. As we think about operating expenses and recovery, so I think the biggest point is our recoveries are generally fixed, right. So the recoveries are going to seem relatively flattish probably increasing as we're renewing our space. But the operating expenses in our business are highly variable. And so the recovery rates going to jump around quarter-to-quarter be higher likely in the first half of the year and lower in the back half of the year. As you saw this quarter, we were in the low 80s, which we'd expect to be probably high 70s low 80s in the fourth quarter because that's the highest quarter of our operating expenses. The highest level of traffic. There's the most people coming to our centers. We got to make sure that everything is clean and secure as that happens. And obviously we're spending a lot of our marketing dollars driving that sales and traffic during the important holiday season. As we think about as we go into next year on average, we probably have a recovery rate in the 80s and it's going to fluctuate and we'll be sure as we provide guidance next year to give a little bit more color on some of that seasonality as we move through the year.

That's helpful. And then now that the spend on Nashville is mostly done, you guys have ample balance sheet liquidity. Should we expect, you guys have talked about kind of splitting up boxes and taking some retail space back to put more SMB and centers? Is there any of that in ‘24? And we should be thinking about any NOI coming offline as that disruption happens, or are these still kind of more out-year plans at this point?

So a lot of those initiatives are really leveraging our peripheral land. So we don't have to take anything offline to be able to do that. It's the reverse. It's actually creating something from nothing. Right? We have land that doesn't have a basis. And as we underwrite those opportunities, we look at an IRR basis relative to our cost of capital, and we have a number of transactions that are going to go through those peripheral land deal. And we'll take longer to ultimately happen, because we're generally building a structure relative to just re-leasing the space. But that opportunity provides us a multiyear opportunity to continue to intensify the centers and bring additional uses and retailers to the centers.

Okay. And then just one last one, and this goes back to Steve's commentary on acquisitions. Kind of where are you guys most focused now? Are you guys kind of going through bank portfolios to try to buy some nonperforming loans again in that way? Are you waiting for just the stress and the equity side? Kind of where are you guys mining for opportunities at this point? And what really is the hurdle rate for you guys to kind of deploy outside of open-air outlets into traditional open-air strips?

Look, Craig, a lot in that question, and I'd love to give you an answer. You probably know that we're looking at all of the above. It's just we see an opportunity for us as an organization to go on office. We've done a great job of leasing the national assets, a great example of a center that we took out of the ground and delivered 96.5% leased, one or two stores left to go. Retailers want to be in our shopping centers. There has been great feedback from the retailer partners and the retailer community on the job that we do as both an operator and a leasing company. They want to be part of the mix and we think we can add great value. So we're going to look for retail opportunities for us open-air that give us the opportunity to be the principal shopping center in a geography and give us an opportunity to have upside so that we can go after that tenant mix that we've now have expanded through our portfolio. We've expanded the muscle of going after entertainment uses. We've expanded the muscle of going after food and beverage. And that's where we think we can add tremendous value as we find properties that we believe to be accretive. Look, I can't sort of tell you where it's going to come from because certainly, we're looking at all different opportunities right now.

Our next question comes from the line of Todd Thomas with KeyBanc Capital Markets.

Hi, thanks. Good morning. So two questions on Nashville, I guess. First, can you talk about the NOI yield at open and provide some color around the trajectory toward the stabilized yield expectation of 7.5% to 8%? And then also, can you share any early read? I know it's just been a couple of weeks here since the open, but any early read on the open and sales and whether there's any piece of the NOI early on that's tied to sales?

Sure, Todd, it's Doug. Sorry. A, while we've maintained the stabilized yield of 7.5% to 8%, we still believe that the first year yields are going to be in the 6s, probably around the mid-6s. There are a few different components. The sales momentum does build over time. We expect variable rent will continue to grow in years two and three. There's also going to be a heavier OpEx spend in year one. The marketing piece is important. It needs to make sure that people understand that there's a new center in the market. We want to make sure everyone's first impression is great when they come to the center. So things like the janitorial, landscaping, security, all those pieces we expect could be a little bit heavier in year one as we start to figure out the best way to operate the center and manage those efficiencies going forward.

Good morning, Todd, I wanted to make a couple of comments. It's Leslie Swanson, Chief Operating Officer. The good news about Nashville is we had a phenomenal brand opening weekend with very strong traffic and remarkable sales volumes done by all the retailers at Nashville. Throughout the week after grand opening into this past weekend, we continued that momentum. We did not have a lull at all. We have top performing retailers who are saying their best in their class when it comes to their sales volumes in Nashville. We're excited to see the future. We have a strong holiday schedule where we'll continue to have new and improvement of traffic and shopping at the center. So we're excited to offer that to the Nashville community.

Okay, are there any updates at all even over the last several months around where sales productivity might sort of shake out or settle out? Have you had those conversations with tenants around any updated budgets or reforecasts around what they might be anticipating and where that might sort of shake out within the portfolio?

For the portfolio or for Nashville?

For Nashville.

We talk to our retailers every day. Our head of leasing, Justin Stein, has met with them personally one-on-one. Again, we're hearing about remarkable sales volumes happening and we'll continue to work with them on what their ongoing outlook is from a volume perspective in Nashville.

Look at, Todd, I had just one thought as we curated that shopping center there's the retailers that are in that shopping center have average sales performance, some of the highest average sales performance per square foot in our center in the $500, $600, $700 per square foot range. So we're pretty optimistic if these stores are outperforming their plan and their sales performance is some of the highest in our other portfolio. We're optimistic about what those sales perform, what the sales performance in Nashville will do.

Okay, that's helpful. And then just my last question, I guess circling back to just the tenant sales environment more broadly and just thinking about the portfolio overall, not just Nashville. You continue to raise rents and drive expense recoveries higher too and mentioned the portfolio's occupancy cost ratio increased just slightly, so it's still 9.1%, which is healthy. But at what point do tenant sales come into greater focus? We've seen I think a couple quarters now where sales have moderated a little bit. And where should we be thinking about the OCRs being sort of a pressure point as it pertains to leasing discussions that you're having?

Well, I think there's plenty of our portfolio that has not yet been touched as you look at that OCR growth. We've got some turn coming up next year. We think that there's opportunity to continue to press rents. You said that there's been sales moderating for the last couple of quarters yet our rent spreads and our activity continues to grow. It goes back to Lizzy’s question. The utility of an outlet store is slightly different than the utility of another store in the bricks and mortar ecosystem, where off price is something that retailers, they value. It's an important part of their distribution channel. And they look at this store as adding great utility to what it is that they're doing from clearance point of view. I just think it's important to keep in mind, as you look at the renewals, again, 95% of our retailers are renewing historically higher than what we've ever renewed in the past. And they're doing so at plus 10% in the case of trailing 12%, 13% increase. So the retailers are voting. They're saying that the store is important to us. We want to stay here. We want to continue our positive cash flow. And although the top line sales week gets all the headlines, at the end of the day, the utility of the store is in its ability to turn over goods.

Our next question comes from the line of Greg McGinnis with Scotiabank.

Hey, good morning, everyone. And just quick message for Steve Tanger. You were the first CEO I ever asked a question too on an earnings call. And I've appreciated your presence on the call ever since. Hopefully stepping back from these just means more time to actually enjoy yourself instead of dealing with sell side analysts. So thanks, thank you very much.

Thank you for your comment. I always enjoyed chatting with you and we appreciate how well-prepared you always came to the meeting. So I wish you a lot of success.

Thanks, Steve. All right, so onto some questions on the quarter here. The cash base rents increased 4.7% from last quarter. There's 80 basis points of occupancy increase. Could you just outline the other drivers of that quarter-over-quarter increase and how much of that was a conversion of tenants to permanent occupancy?

Thanks, Greg. So if we think about that year-over-year growth, all of the growth in occupancy has been permanent, right? Our temporary occupancies have remained relatively flattish at around 10 percentage points. And so with 150 basis points, year-over-year growth in permanent occupancy combined with the rent spread activity of 14.5% on average and over 20% of our portfolio, when you combine those two pieces together, and you can look at our percentage rents, which a lot of that is also being swept up until that base minimum, in totality, that's what's driving our revenue growth. And so it's very -- go ahead. Sorry, Greg.

Yes, Michael, this is the quarter-over-quarter. So from last quarter, you're up 5%.

Right, so part of that is sequentially, we had an 80 basis point increase in our occupancy. We also continue to have rent spreads. And as we talked about in the release, we had a small amount of out-of-period rent collections sequentially, where we picked up a few hundred thousand dollars up in that line item.

Okay. Maybe something we can dig into a bit later. On the same store NOI guidance, I think it implies a pretty dramatic slowdown into Q4. Just curious if that's just tougher comps or what the expectation is there for the slowdown.

Sure. As we talk about, our expenses are variable. And so you do have a little bit of a year-over-year impact on a quarterly basis. On an annual basis, we feel very pleased that we've been able to move the midpoint of our same-center range from 3% where we started the year at 2% to 4%, up to over 5%. So the business, on an annual basis, is performing. There's always going to be some volatility quarter-to-quarter, but that's really the impact. Overall, and I would point out that our FFO is still growing on a year-over-year basis.

Okay. On the sign and occupied spread that everyone loves talking about these days, could you just -- could you give that amount and also what it represents from a base-run standpoint?

Sure. So, sign-not open is really used by the big-box landlords. Why? Because it takes so long for those boxes to be replaced. And so, they're always going to have this large sign-not open pipeline. Our portfolio is a small tenant of portfolio. We average 2 million square feet of space over 500 transactions. The average size is 4,000 square feet. Our sign-not open pipeline is part of our temp strategy where we're collecting rent in a vacant space before we turn it over to a permanent tenant. And that's the way we're sort of using it. We, with 95% of our deals being renewals, there's no downtime and there's no CapEx. The tenet is paying us higher rents to stay in the centers that they're already producing. So, I think we've talked before, 25, 50 basis points of sign-not open. And that's, it is just not a material amount where we're seeing that an ally growth on a consistent basis rather than waiting for the sign-not open to come.

Right. Fair point. Thank you. Final question. So, you talked about temp tenants being around that 10% number or stable around that 10% number. But curious how much temp tenancy has been converted to permanent tenancy maybe over the last quarter or the last year. Just so we have some idea of how to think about the increase in rent that's associated with converting those tenants and how frequently it's happening.

Well, first of all, it's happening with great frequency. In temp tenants, the cheapest real estate deal you can make is a tenant deal because you have no lease rent. We have the ability to control the space and we have the ability to move you on 30 days’ notice. So what will happen in the shopping center that has some occupancy, if I have a 10 tenant that's sitting next to another retailer that either wants to expand or it's a great space that somebody wants to go into, I'm going to make that new deal. I'll increase that rent three times, maybe four times and then I'll say to the 10 tenants, I've got another space for you which would like to move to the right a couple of store fronts and continue your occupancy. So at the end of the day, I'm building my occupancy by adding permanent, but I'm also maintaining that temp level because I'm taking that temp retail, I'm not throwing them out of the shopping center. I'm just putting in a less desirable space, but allowing them to stay there.

Our next question comes from the line of Caitlin Burrows with Goldman Sachs.

Hi, everyone. I was wondering if you could talk about the new tenants at Nashville or even broadly, kind of who they are and to what extent they may be interested in opening an additional center and for those that are new to the outlet concept overall. Is that something that's like a little bit more difficult and takes longer for them to establish or is there a way that they can kind of expand just as well as somebody who's more established kind of thing?

Well, sure. So let's start with Ulta. Now Ulta is not brand new to the -- they're new to us, they're not brand new to the outlet business, they're starting to grow in that business. A large retailer, large format store and one that, yes, we'll take, who's now discovered that there's a great customer base in the outlet shopper that they want to get their product in front of. Others is let's go to Hollie Ray Boutique, which is a local retailer from 12 South, who is a Nashville retailer that decided to put their first outlet store in the shopping center because they like the complement of tenants that they get to sit alongside of. Others are in the food and beverage category. We've got Prince's Hot Chicken which is a Nashville staple that has chosen to come with us in our shopping center because they see this location is one that will have great traffic on the weekends, but also great weekday traffic by virtue of its positioning on this 300 acre mega parcel that we share with Tiger Woods’ PopStroke and the Nashville Soccer Club. So there's a number of great draws to that particular area that have been part of our pitch as we start to go out and diversify with different retailers, particularly in this shopping center.

Got it. Okay, and then sorry just following up on one of the modeling questions from earlier maybe asked another way Michael, so the base rents in the quarter you guys showed there. Hope to exact the number 76.5 or 76.9 million and the sequential increases just larger than expected over 3 million. Seems like it's more than just occupancy in rate. Actually, you mentioned the part of it might be converting the percent rent tenants to minimum base rents. But just wondering if there was anything else one time in that and if not, then yes, that's just the way it is.

Yes, I mean that's effectively all the levers that we're pulling up into our basement rents. The out of period is not a significant amount of that year-over-year. It's part of it, but not something of significance that would have grown that number larger than it has, all of the initiatives that we've been putting forth of growing our occupancy. Increasing our rent spreads converting our percentage rents to fix where we'd prefer to have fixed rent and variable rent and all of that's translating into that base red line.

Our next question comes from line of Mike Mueller with JPMorgan.

Yes, hi. So going back to cash on hand, it looks like it's going to be in the high 100s after the rest of the Nashville spend. And so is there any other near term use of proceeds other than potential acquisitions and normal CapEx spend and on that acquisition point? Is there a near term pipeline of opportunities that you're currently evaluating?

Thanks, Mike. I say we're in the market looking at a lot of things. And outside of the Nashville spend. Yes, that's what the optionality that our balance sheet projects. And it's not only the cash on hand, but we've been maintaining this below average leverage level. And so combined with being in the low five times level and then having that $200 million to be able to deploy accretively into transactions, we think the combination positions us very well so that when we see an opportunity that we are excited about, we'll take the swing and try to hit it out of the park.

Got it. Okay, and then one quick one. On the leasing front for the 20 some percent, I think it's 21% of leases expiring next year. Is there a portion of that that you proactively just won't renew because you want to sit there and adjust the mix? And what's a rough percentage of that proportion?

Yes, I don't know what the proportion is, but there's definitely some that won't be renewed because they're either too big or sitting in locations in the shopping center that will command higher rents and give us the opportunity to diversify the portfolio. It would over half the portfolio in the high 90s on an occupancy, we have the opportunity to proactively asset manage our shopping center and pick and choose who we want to put in what strategic locations.

Our next question comes from the line of Emily with Green Street Advisors.

Hi there. I wanted to touch on tenant allowances. So it looks like the number jumped from about $40 per square foot to $60 per square foot. So would you be able to describe what's going on kind of behind the scenes to drive that number higher? And where do you see that number settling?

Sure, Emily. It’s - -a lot of our leasing activity is on renewals, right? When we talk about 95% of our leases, which having minimal CapEx, that 113,000 square feet where we get eight years duration, those deals make sense from an economic basis where we're achieving high spreads. And so it's just a factor of the deals that came through this quarter and what they're adding, 6% of our total leasing activity. And when you take the CapEx in totality, it's a pretty small amount relative to the aggregate rent that we're getting, but importantly, the increased rent overall. And the duration I would add is, these are long duration leases on average about eight years.

Great, thanks. And then I'm sorry if I missed this in the opening remarks, but the term fee collected in the third quarter, is that from a single tenant or several tenants and do the tenants fall within your top 25 tenant list?

Emily, that's actually related to most of that's related to bankruptcy from COVID era, there were some bankruptcies claim distributions that had to flow through that line. It was very minimal in terms of any current tenants.

Our next question is a follow-up from the line of Greg McGinnis with Scotiabank.

Hey, thanks for the follow-up. Just with regards to the equity issuance, you mentioned that money was spent on accretive investment. Could you provide any details on that investment or the magnitude of potential more investments there and whether that might be a good opportunity for additional equity issuances to fund?

Yes, thanks, Greg. I mean, if we look at our sources and uses of capital, a little bit fungible and being able to raise $2.7 million of equity at almost $25, given all of the investments we've been making in our portfolio, whether there's out parcels and things that we are looking at, we felt the cost of that capital would be accretive ultimately to our bottom line and always just trying to maintain as much optionality in our balance sheet as possible. And so we were just conscious of where the cost was and how we're deploying that money to ensure that it was accretive for our stakeholders.

Okay, thanks. And sorry if this was covered before, but how many out parcels are currently under development and what's the expected outlay on those?

Yes, we haven't guided to what the -- or what the cash outlay.

Yes, I don't know if we have that number like handy. All I can say is that the out parcels are primarily real estate that we've controlled for some time as we've owned most of the shopping centers that we have open are 40, 30, 20 years old. So the land is at an extremely low basis and our investment relative to the rents that we will collect is typically in the hot, well, I would say double digits the teens, high teens as far as a return. So we make the decisions to move forward on an individual deal basis, but the returns are very significant.