Good morning. This is Cyndi Holt, Vice President, Finance and Investor Relations, and I would like to welcome you to the Tanger Factory Outlet Centers Third Quarter 2013 Conference Call. Yesterday we issued this quarter's earnings release as well as our supplemental information package and investor presentation. This information is available on our website under the Investor Relations link. Please note that during this conference call, some of management comments will be forward-looking statements, including statements regarding the Company’s property operations, leasing, tenant sales trends, development, acquisition and expansion activities, as well as their comments regarding the Company’s funds from operations, funds available for distribution and dividends. These forward-looking statements are subject to numerous risks and uncertainties and actual results could differ materially from those projected due to factors including, but not limited to, changes in economic and real estate conditions, the availability and cost of capital, the Company’s ongoing ability to lease, develop and acquire properties, as well as potential tenant bankruptcies and competition. We direct you to the Company’s filings with the Securities and Exchange Commission for a detailed discussion of the risks and uncertainties. During the call, we will also discuss non-GAAP financial measures as defined by SEC Regulation G. Reconciliations of these non-GAAP measures to the 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 be accurate only as of today’s date, October 30, 2013. At this time, all participants are in listen-only mode. Following managements prepared comments, the call will be opened up for your questions. We ask you to limit your questions to two so that all callers will have the opportunity to ask questions. On the call today will be Steven Tanger, President and Chief Executive Officer, and Frank Marchisello, Executive Vice President and Chief Financial Officer. I will now turn the call over to Steven Tanger. Please go ahead, Steve.

Thank you, Cyndi, and good morning, everyone. The acquisition of a controlling interest in Tanger Outlets Deer Park on August 30, 2013 was a major highlight of the third quarter. Located on Long Island, Deer Park is an irreplaceable asset that we are pleased to add to our consolidated portfolio. The center generates the most traffic in our portfolio and sales are above our consolidated portfolio average. Over time, we expect to add value by increasing occupancy and enhancing the tenant mix of this high volume property. The third quarter of 2013 benefitted from consistent internal growth and incremental NOI related to our increased ownership in Deer Park for one month and the addition of new developments in Houston and Westgate and acquisitions in Bromont and Saint-Sauveur, Canada in the fourth quarter of last year. Same-center net operating income growth of 4% during the quarter extends our streak to 35 consecutive quarters of internal growth, dating back to the first quarter of 2005 when we first began tracking this metric. I know many of you are interested in an update on our development projects, but first let me turn the call over to Frank to take you through a discussion of our financial results and balance sheet.

Thank you, Steve, and good morning, everyone. Our reported third quarter funds from operations or FFO increased 34.1% to $56.2 million compared to $41.9 million last year. Adjusted FFO per share increased 16.7% to $0.49 per share from $0.42 per share for the third quarter of last year and beat consensus estimates by $0.03. For the first nine months of 2013, AFFO per share increased 13.4% to $1.35 per share from $1.19 per share for the same period of 2012. As Steve noted, our growth is attributable to both internal and external initiatives. On a consolidated basis, our total market capitalization at September 30, 2013 was approximately $4.6 billion, up 7.8% from $4.2 billion last year. Our debt to total market capitalization of approximately 29% at September 30, 2013 was best in class for the mall REIT group. We also maintained a strong interest coverage ratio of 4.71 times for the third quarter of 2013, up from 4.37 times for the third quarter of 2012. Our balance sheet strategy continues to be conservative, targeting minimal use of secured financing and a manageable schedule of debt maturities. As of September 30, 2013, there was $261 million of capacity under our unsecured lines of credit or 50.2% of the total commitment. Approximately 86% of our consolidated GLA is unencumbered by mortgages and we have no significant maturities on our balance sheet before November 2015. Company has paid cash dividends each quarter and has raised its dividend each of the 20 years since becoming a public company in May of 1993. Our dividend is well covered with an expected FAD payout ratio for 2013 of approximately 55%. At these levels, we are able to generate significant incremental cash flow over our dividend which we plan to use to help fund our future growth…

Thank you, Frank. I'm pleased to report that we continue to see positive base rental rate spreads for space renewed and re-leased during the third quarter of 2013. This is in part a reflection of the performance of our tenant partners. For the nine months ended September 30, straight line blended rental rates increased 23.4% on the renewal and re-leasing of space throughout the consolidated portfolio. Lease renewals accounted for 1,457,000 square feet or about 74.6% of the space coming up for renewal during 2013 and generated a 17.9% increase in average base rental rates. The remaining 510,000 square feet was re-leased at an increase in average base rental rates of 37.8%. Positive leasing spreads, together with contractually embedded rental rate increases and a higher occupancy, resulted in same center net operating income growth during the third quarter of 4% for the consolidated portfolio. For the first nine months of 2013, same-center net operating income growth was 4.1%, on top of the increase of 6.5% last year. At September 30, 2013, consolidated portfolio occupancy was 98.7%, up 10 basis points from 98.6% at September 30, 2012 and 40 basis points from 98.3% at June 30, 2013. Comparable tenant sales increased approximately 1% to $384 per square foot for the 12 months ending September 30, 2013 and increased approximately 1% for the three months ended September 30. This performance is in line with our initial expectation that tenant sales will remain stable or increase modestly in 2013. Feedback from our tenant partners indicates that current sales do not impact their long-term expansion plans within the outlet channel. We continue to succeed in negotiating increased rental rates as a result of the low cost of occupancy for tenants doing business in Tanger Outlet Centers. With the lowest average tenant occupancy cost in…

(Operator Instructions) Your first question comes from Todd Thomas with KeyBanc Capital Markets. Your line is open.

Jordan Sadler is here with me as well. Just first question, I was just wondering if you could talk about the outlet development in Columbus a little bit. I know that the expected delivery date was pushed back a bit and I know that there's some competition in that market. Any update that you can provide on the progress at that site?

As we mentioned, the permits and the approvals have been obtained subject to a referendum of the people in early November. If the referendum is approved, we expect to break ground probably in the first quarter. The Columbus site is a competitive market. There are at least two other highly qualified developers proposing sites. The tenants will decide which is the best site when they sign leases. If we are prude and decide to go forward with this site, we are optimistic that the tenants will choose our site.

Okay. And then a question looking at the leasing activity for the quarter on Page 10 of the supplement, I was wondering was the leasing activity this quarter, was it concentrated in one or two of the centers a little more heavily in particular. It seemed like the rents on the re-tenanted space were a bit higher than in the last couple of quarters. I was just wondering if you could talk about that a bit.

It's just the mix. As I mentioned, we've got over 2,000 leases. It's just a matter of which ones come due in that particular quarter. We were very pleased with the spreads that we're still continuing to be able to achieve and the high occupancy, approximately 99% occupied, allows us to continue to raise the rents, and with the low cost of occupancy for our tenants at 8.4%, it's a very profitable distribution channel. I would not get too hung up on the quarter-to-quarter analysis of the leasing spreads.

Okay, that's helpful. And then just last question for Frank, just a clarification, the revision to guidance this quarter, I just want to confirm, so going forward now through the end of the year, you're adjusting for the acquisition expenses and unrecovered development costs whereas the previous guidance did not account for that add-back, is that correct?

That's correct. We decided to give FFO and AFFO guidance because we had a lot of the kind of nonrecurring items that were still FFO items that we really didn't want to create a lot of noise in our guidance numbers. So if you look at the front of the press release, you'll see where we took out large adjustments for the unconsolidated JV, the gain on early extinguishment of debt and the litigation costs. So that's why we decided to give both numbers.

Okay, that's helpful. Thank you.

Your next question comes from Omotayo Okusanya with Jefferies. Your line is open.

First of all, congrats on a really solid quarter, it was really nice to see. The development schedule, I noticed that for some of the developments, you've pushed out the projected opening by like a quarter, specifically Columbus, Kanata and also the Cookstown expansion. I was just hoping we could get a little bit more color on why the push-outs were a quarter.

It's not a significant move. One quarter, it could be one month actually.

Right, exactly.

But in the two developments in Canada, as we continue to move forward on the construction, you might imagine these are weather related also, it could possibly be. So we're giving you the best view of the projected development at a particular point in time and that's where we think it will be today.

Okay, that's helpful. And then just a follow-up question, occupancy cost, 8.4% as you mentioned, much lower than the mall peers, is this with a lot of confidence in the ability to kind of push back to become a double-digit number over the course of the next few years?

That's our goal. As sales continue to trend up, we are able to get a little bit more rent while our tenants continue to find this a very profitable distribution channel. I might point out that our targeted returns for our tenants are between 9% and 11% on new developments in the United States with the midpoint of 10%. So that's our goal on new developments and it's also our goal on lease renewals and re-tenanting which you can see are very large – we've still been able to achieve very large rental spreads. So over time, I believe you'll find this 8.4% to trend up. I might point out, five years ago our cost of occupancy was about 7.4% to 7.5%. So it's a pretty significant increase while our tenants still find it very profitable.

That's helpful. And then just the last question, just from a retailer perspective, any new outlet concepts out there that you believe could generate meaningful demand for outlet space?

We love all the new outlet concepts that are coming. We are doing business. There are several that we are finding that have announced plans to expand, such as Francesca's, Asics, Talbots, Vince Camuto, Cache. We're also working with folks like Helzberg Diamonds, Joe's Jeans, MaxStudio, Theory, Andrew Marc. There seems to be an ever-increasing list of high-quality designer and brand names that want to enter or expand in the outlet space.

That's very helpful. Thanks again and congrats on the quarter.

Thank you very much. We appreciate you saying that.

Your next question comes from Carol Kemple with Hilliard Lyons. Your line is open.

Historically, you've put any property that you don't have a 100% interest in, in the unconsolidated portfolio. Is Deer Park in consolidated now because there's visibility that you well may control 100% in the future I guess? Trying to figure out how we should think of any property that you own more than 50% interest in, in the future, so it will be unconsolidated or consolidated.

Kemple, this is Frank. The real deciding factor is whether we have control of the asset, and now that we own two-thirds of Deer Park, for accounting purposes we control the asset and therefore it has to be consolidated on our balance sheet. Typically, if it's a 50-50, you're not going to have control and therefore you would not consolidate. Once you have over 50% ownership, then you have to look at a little deeper, but in some circumstances you'll end up consolidating because of the amount of control you have over the asset.

So will Foxwoods be consolidated then?

Yes, Foxwoods will be a consolidated entity because of our control of the asset.

Okay. And then, with occupancy as high as it is, how many properties do you have currently that you think you could do expansion projects at without taking away too much parking?

We are constantly looking at that. We created a lot of very wealthy people in surrounding land by not land speculating and land banking. So we don't have excess property to expand. A couple of the announced expansions are in places like Branson, Missouri and some of the other ones, but there's not a lot of expansion space left.

Okay, thanks. Congrats on the nice quarter.

Thank you, and Carol, I just want to mention that some of the newer properties like Houston and Westgate, we have some expansion space available, and when those properties stabilize, we probably will be expanding them.

Okay, great, thanks.

Your next question comes from Daniel Bush with Green Street Advisors. Your line is open.

The consolidated leasing activity and the spreads continue to be quite solid or pretty strong. I'm just curious, can you give us a little bit of color on the unconsolidated assets? Are the re-leasing spreads there or the leasing activity just as strong? I'm just trying to get a little context on the consolidated versus the unconsolidated.

This is Frank. Our spreads on the unconsolidated properties are going to be similar to the consolidated, but realize that the majority of our unconsolidated properties are newer and therefore there's not near as much lease rollover. So you're not missing a lot of the picture currently with regards to re-leasing or renewals when we're just showing you the consolidated. The vast majority of unconsolidated have been built within the last couple of years or even within the last year, so there's not any real lease rollover to speak of.

Okay. And just on the unconsolidated assets, obviously Deer Park was the big move in the quarter. Was that a unique situation or is that an opportunity in the future as gaining controlling interest or gaining 100% interest in some of your joint ventured assets as they are staying currently?

I will remind you that one of our properties in Myrtle Beach, South Carolina was a partnership and we were able to buyout our partner after several years. The acquisition of the Charter Oak portfolio which was nine properties, I think basically 10 years ago we bought it in a joint venture with Blackstone and two years later we bought out Blackstone's interest. So we have over time consistently had a strategy to buyout partners. Partners sell out for numerous reasons. Amongst them, their investment horizon timetable has been met or they want to invest in other properties. So, we are always interested in buying out our partners, but while the properties are operating, we operate as good business partners with them.

Okay. And maybe one last question. Steve, you just talked a lot about how disciplined outlet development has been over the last, I'm going to call it, decade as far as a lot more announcements than actually deliveries. Currently it seems like retailers are becoming more comfortable with outlet deliveries coming closer to the CBD and it kind of suggests that there may be more opportunities or sites available than maybe there were a couple of years ago. Do you think that the sector or the properties will stay disciplined into development over the next couple of years, how do you see that unfolding?

Alright, I have no crystal ball as to what other folks will do. I'm really comfortable that we'll continue our strategy that's been consistent over 33 years of being disciplined developers. So we can only speak to ourselves and what we intend to do. There is lots of conversation about sites coming closer to market. We're not really seeing it yet. So we'll see, time will tell. Obviously we're in the business. We go look at new projects that are announced, we go and look at new projects that open, and we try to analyze really what they've done and talk to our tenants about their long-term plans. Candidly, the tenants are the ones that make the decision where they want to go, we don't.

Okay, great. Thank you, guys.

Your next question comes from Wes Golladay with RBC Capital Markets. Your line is open.

When you look at your future pipeline, how many of your future sites would be expecting potential competing site, in particular from a viable competitor such as a Simon?

Hard to tell, Wes. Good morning. We have lots of respect for the Simon Property Group. They are extremely good operators. We are in a marketplace that is competitive today. I don't know what that marketplace will look like in three to five years. I have a high expectation that Simon and Tanger will still be in this market. We announce a site which we feel is the best site in the market, and if our competitors want to announce competing sites, the tenants once again will decide where they want to go.

Okay. And sticking with that, I guess do you foresee any pressure on yields from future projects from the rent side with the increased competition?

We are 99% leased, and with new developments coming on, we have portfolio discussions with all of our tenants, not just isolated discussions about one project versus another. We are disciplined. We've given you the range of 9% to 11% returns. If we can't meet those returns, there's a high expectation that we will not proceed.

Okay, thanks, and a nice quarter.

Your next question comes from Yasmine Kamaruddin from J. P. Morgan. Your line is open.

So just one question on Deer Park. Can you give us an update on what's left to lease and does it seem like it just continues to grind out or do you see any catalyst for the pace to pick up?

Deer Park is a terrific asset located mid-island on Long Island in New York. We're about 94% or so occupied. We're in discussions with numerous tenants about filling whatever vacant space there is left, and hopefully as every quarter goes on, we'll be announcing additional occupancy. There is no large tenant we're talking to, to take a large block of space, if that's what you're referring to.

Okay, great, got it. And also for the Columbus project, can you give an indication of what returns could be?

We have a partner in that transaction. We feel comfortable that the returns will be within the 9% to 11% that's stated on our supplement.

Okay, alright. Thank you.

(Operator Instructions) Your next question comes from Ben Yang with Evercore. Your line is open.

Maybe Steven, in your prepared remarks, you said that current sales do not impact retailers' long-term expansion plans, but sales are a type of profitability. So I was kind of hoping maybe you can elaborate on maybe some of the other things retailers take into consideration when they do sign leases and talk about their expansion plans with you guys.

We do have extended ongoing conversations with a lot of our retailers. Short term sales results for sophisticated retailers, brand name and designers don't impact their long-term strategy. There's lots of noise around existing sales as you know, secular shift from durable to non-durable, government shutdowns, weather, this that and the other. And there will be some challenges going into the fourth quarter with one week less selling time between Thanksgiving and Christmas. But the retailers we deal with are sophisticated. They do have long-term strategies. The outlet distribution channel still continues to be either the most profitable or amongst the most profitable business unit they have. So they are continuing to allocate capital to that. And we've seen these slowdowns before, but it's still increases, there's no decreases in sales. So we remain optimistic. The leasing volumes in the new properties we've announced are still extraordinarily high as evidenced by National Harbor opening at at-least 97% occupied. So we're very excited about the future. We have a robust pipeline of terrific sites and the tenants have embraced it.

Got it. Makes a lot of sense, and I understand how over the short term there might be some noise, but is it your sense that maybe over the longer term, these retailers are forecasting kind of a flattish sales environment or maybe even a sense of decline in their businesses?

Ben, you'd have to ask the retailers. I can't speak for them. We're not anticipating that right now. One quarter or four quarters doesn't really make a trend. We continue to monitor it. We continue to have conversations with our tenant partners, but I believe you'll have to speak to them about their thoughts.

Great. And maybe just final question, just curious if you had any updated thoughts on what's going on with Coach given the fact that they are obviously a key outlet retailer. It just seems like the whole brand dilution issue is maybe more of an issue today than it was even just a few months ago.

Coach has been a very valued tenant partner since the late 1980s when we opened the store with them in West Branch, Michigan. They have new management coming in which we're very excited about and they plan to revitalise the brand, which is still doing well by the way. Coach remains the highest volume or amongst the highest volume tenants in our portfolio. I will tell you that when we open new shopping centers, there's a line outside of Coach to get in. So we're optimistic that Coach's new merchandising will resonate with their customers. That particular market, that particular segment of retail, women's accessories, has other brand names now such as Michael Kors and Kate Spade that are doing very well. So the category is increasing in our portfolio.

Got it. Thank you.

There are no further questions at this time. I will now turn the call back over to the presenters.

Again, thank you all for participating in our call today and for your interest in our Company. Frank, Cyndi and I are always available to answer any questions you may have. God bless you, thank you, and have a very happy and healthy holiday season. Goodbye.

This concludes today's conference call. You may now disconnect.