What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-03 compared with 2021-05-07 · 196 added, 104 removed, 580 unchanged (34% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Rental property:

22 unchanged sentences

Partners’ Equity:

General partner, 1,100,000 units outstanding at March 31, 2021 and 1,000,000 at December 31, 2020, respectively

Limited partners, 4,794,643 and 4,794,643 Class A common units, and 99,694,577 and 92,569,801 Class B common units outstanding at March 31, 2021 and December 31, 2020, respectively

General partner, 1,100,000 units outstanding at June 30, 2021 and 1,000,000 at December 31, 2020, respectively

Limited partners, 4,794,643 and 4,794,643 Class A common units, and 102,520,580 and 92,569,801 Class B common units outstanding at June 30, 2021 and December 31, 2020, respectively

538,376 383,588

8 unchanged sentences

(In thousands, except per unit data, unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Rental revenues $ 96,824 $ 62,273 $ 194,291 $ 170,831

9 unchanged sentences

Interest expense ( 13,338 ) ( 16,943 ) ( 27,700 ) ( 32,139 )

Loss on early extinguishment of debt ( 14,039 ) — ( 14,039 ) —

Other income (expense) 654 408 ( 2,851 ) 628

Total other income (expense) ( 26,723 ) ( 16,535 ) ( 44,590 ) ( 31,511 )

Income (loss) before equity in earnings of unconsolidated joint ventures 2,573 ( 29,646 )

Equity in earnings of unconsolidated joint ventures 1,769 1,527

Income (loss) before equity in earnings (losses) of unconsolidated joint ventures ( 132 ) ( 20,915 ) 2,441 ( 50,561 )

Equity in earnings (losses) of unconsolidated joint ventures 2,728 ( 2,975 ) 4,497 ( 1,448 )

Net income (loss) 2,596 ( 23,890 ) 6,938 ( 52,009 )

11 unchanged sentences

(In thousands, unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Net income (loss) $ 2,596 $ ( 23,890 ) $ 6,938 $ ( 52,009 )

11 unchanged sentences

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, March 31, 2020 $ 3,433 $ 384,522 $ ( 40,297 ) $ 347,658 $ — $ 347,658

Net loss ( 241 ) ( 23,649 ) — ( 23,890 ) — ( 23,890 )

Other comprehensive income — — 2,859 2,859 — 2,859

Compensation under Incentive Award Plan — 3,532 — 3,532 — 3,532

Grant of 389,308 restricted common share awards by the Company

Issuance of 6,258 deferred units

Common distributions — ( 176 ) — ( 176 ) — ( 176 )

Balance, June 30, 2020 $ 3,192 $ 364,229 $ ( 37,438 ) $ 329,983 $ — $ 329,983

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, December 31, 2019 $ 4,435 $ 478,562 $ ( 26,888 ) $ 456,109 $ — $ 456,109

3 unchanged sentences

Grant of 630,346 restricted common share awards by the Company

Issuance of 6,258 deferred units

Withholding of 56,597 common units for employee income taxes

1 unchanged sentence

Contributions from noncontrolling interests — — — — 72 72

Common distributions ($ 0.7125 per common unit)

Common distributions ($ 0.7125 per unit)

( 713 ) ( 69,349 ) — ( 70,062 ) — ( 70,062 )

Distributions to noncontrolling interests — — — — ( 262 ) ( 262 )

Balance, March 31, 2020 $ 3,433 $ 384,522 $ ( 40,297 ) $ 347,658 $ — $ 347,658

Balance, June 30, 2020 $ 3,192 $ 364,229 $ ( 37,438 ) $ 329,983 $ — $ 329,983

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

2 unchanged sentences

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, March 31, 2021 $ 5,077 $ 499,339 $ ( 21,402 ) $ 483,014 $ — $ 483,014

Net income 27 2,569 — 2,596 — 2,596

Other comprehensive income — — 1,602 1,602 — 1,602

Compensation under Incentive Award Plan — 2,765 — 2,765 — 2,765

Issuance of 15,500 common units upon exercise of options

— 89 — 89 — 89

Issuance of 2,810,503 common units

— 52,221 — 52,221 — 52,221

Common distributions ($ 0.1775 per unit)

( 195 ) ( 18,607 ) — ( 18,802 ) — ( 18,802 )

Balance, June 30, 2021 $ 4,909 $ 538,376 $ ( 19,800 ) $ 523,485 $ — $ 523,485

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, December 31, 2020 $ 3,334 $ 383,588 $ ( 28,039 ) $ 358,883 $ — $ 358,883

2 unchanged sentences

Compensation under Incentive Award Plan — 6,674 — 6,674 — 6,674

Issuance of 15,500 common units upon exercise of options

— 89 — 89 — 89

Grant of 469,675 restricted common share awards by the Company

Issuance of 100,000 general partner units and 6,767,078 limited partner units

Issuance of 9,677,581 common units

1,874 179,002 — 180,876 — 180,876

1 unchanged sentence

— ( 1,637 ) — ( 1,637 ) — ( 1,637 )

Contributions from noncontrolling interests — — — — — —

Common distributions ($ 0.3550

per common unit)

( 373 ) ( 36,204 ) — ( 36,577 ) — ( 36,577 )

Distributions to noncontrolling interests — — — — — —

Balance, March 31, 2021 $ 5,077 $ 499,339 $ ( 21,402 ) $ 483,014 $ — $ 483,014

Balance, June 30, 2021 $ 4,909 $ 538,376 $ ( 19,800 ) $ 523,485 $ — $ 523,485

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands, unaudited)

Three months ended March 31,

Six months ended June 30,

OPERATING ACTIVITIES

4 unchanged sentences

Amortization of deferred financing costs 2,320 1,590

Equity in earnings of unconsolidated joint ventures ( 1,769 ) ( 1,527 )

Loss on early extinguishment of debt 14,039 —

Equity in (earnings) losses of unconsolidated joint ventures ( 4,497 ) 1,448

Equity-based compensation expense 6,608 7,219

22 unchanged sentences

Repayments of notes, mortgages and loans ( 201,861 ) ( 1,758 )

Payment of make-whole premium related to early extinguishment of debt ( 12,954 ) —

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 1,637 ) ( 736 )

Additions to deferred financing costs ( 123 ) ( 1,797 )

Proceeds from common share offering 128,655 —

Proceeds from exercise of options 89 —

Proceeds from the Company’s common share offering 180,876 —

Proceeds from other financing activities — 72

Payment for other financing activities ( 574 ) ( 835 )

Net cash provided by financing activities 82,956 562,901

Net cash provided by (used in) financing activities ( 72,761 ) 324,714

Effect of foreign currency on cash and cash equivalents ( 73 ) ( 203 )

10 unchanged sentences

We are a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”) which, through our controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers.

As of March 31, 2021, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet.

As of June 30, 2021, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet.

We also had partial ownership interests in 6 unconsolidated outlet centers totaling approximately 2.1 million square feet, including 2 outlet centers in Canada.

7 unchanged sentences

Tanger LP Trust holds a limited partnership interest.

As of March 31, 2021, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 100,794,577 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,794,643 Class A common limited partnership units.

As of June 30, 2021, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 103,620,580 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,794,643 Class A common limited partnership units.

Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

24 unchanged sentences

Income is allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.

Accounts Receivable

COVID-19 pandemic

The current novel COVID-19 pandemic (“COVID-19”) has had, and will continue to have, repercussions across local, national and global economies and financial markets.

2 unchanged sentences

Our results of operations, liquidity and cash flows have been and may continue to be in the future materially affected.

Accounts Receivable

Due to the COVID-19 pandemic, a number of our tenants requested rent deferrals, rent abatements or other types of rent relief during this pandemic.

1 unchanged sentence

Historically, our accounts receivable from tenants has not been material;

however, given the impacts from the COVID-19 pandemic discussed above, our net accounts receivable balance, which is recorded in prepaids and other assets on the consolidated balance sheet, had increased to approximately $ 18.8 million at December 31, 2020, but decreased to approximately $ 12.8 million at March 31, 2021, primarily due to deferred rent collections.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 54.4 million as of March 31, 2021.

however, given the impacts from the COVID-19 pandemic discussed above, our net accounts receivable balance, which is recorded in prepaids and other assets on the consolidated balance sheet, had increased to approximately $ 18.8 million at December 31, 2020, but decreased to approximately $ 3.7 million at June 30, 2021, primarily due to collections of deferred April and May 2020 rents during the first six months of 2021.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 53.9 million as of June 30, 2021.

Individual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are written-off as an adjustment to rental revenue.

2 unchanged sentences

Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements.

The duration of the COVID-19 pandemic, recent tenant bankruptcies and other significant uncertainties with the economy required significant judgment to be used when estimating the collection of rents through March 31, 2021.

As a result of the actual collections of 2020 deferred rents due to be repaid during the first quarter of 2021, the Company recorded a $ 1.6 million reversal of rental revenue reserves during the first quarter of 2021 related to prior period rents that were previously deferred.

As of March 31, 2021, remaining rental revenue reserves totaled $ 2.6 million, or 39 % of the total remaining 2020 rents deferred or under negotiation.

Based on rents received through April 30, 2021, collections of contractual fixed rents billed of $ 85.6 million in the first quarter of 2021 for the consolidated portfolio were approximately 95 %.

Impairment of Long-Lived Assets

6 unchanged sentences

Disposition of Properties

During the three months ended March 31, 2021, we closed on the sale of a non-core outlet center in Jeffersonville, Ohio.

The following table sets forth certain summarized information regarding properties sold during the three months ended March 31, 2021:

The following table sets forth certain summarized information regarding properties sold during the six months ended June 30, 2021:

Location Date Sold Square Feet

7 unchanged sentences

We have an ownership interest in the following unconsolidated real estate joint ventures:

As of March 31, 2021

As of June 30, 2021

Joint Venture Outlet Center Location Ownership % Square Feet

25 unchanged sentences

Texas City, TX 50.0 % 353 ( 19.5 ) 80.0

(1) Net of debt origination costs of $ 1.3 million as of March 31, 2021 and $ 1.1 million as of December 31, 2020.

(1) Net of debt origination costs of $ 1.2 million as of June 30, 2021 and $ 1.1 million as of December 31, 2020.

(2) The negative carrying value is due to distributions exceeding contributions and increases or decreases from our equity in earnings of the joint venture.

Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2021 2020 2021 2020

Management and marketing $ 537 $ 144 $ 1,045 $ 685

4 unchanged sentences

Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Summary Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures.

The differences in basis (totaling $ 3.4 million and $ 3.6 million as of March 31, 2021 and December 31, 2020, respectively) are amortized over the various useful lives of the related assets.

The differences in basis (totaling $ 3.4 million and $ 3.6 million as of June 30, 2021 and December 31, 2020, respectively) are amortized over the various useful lives of the related assets.

Galveston/Houston

7 unchanged sentences

This includes a $ 3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.

During June 2020, the Rio-Can joint venture recognized an impairment charge related to its Saint-Sauveur property in Quebec.

The impairment charge was primarily driven by deterioration of net operating income caused by market competition and the COVID-19 pandemic.

The table below summarizes the impairment charge taken during the second quarter of 2020 (in thousands):

Impairment Charge (1)

Outlet Center Total Our Share

2020 Saint-Sauveur $ 6,181 $ 3,091

(1) The fair value was determined using an income approach considering the prevailing market income capitalization rates for similar assets.

Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):

Condensed Combined Balance Sheets - Unconsolidated Joint Ventures March 31, 2021 December 31, 2020

Condensed Combined Balance Sheets - Unconsolidated Joint Ventures June 30, 2021 December 31, 2020

Land $ 84,114 $ 86,861

14 unchanged sentences

Total liabilities and owners’ equity $ 442,706 $ 462,623

Three months ended

Condensed Combined Statements of Operations March 31,

Three months ended Six months ended

Condensed Combined Statements of Operations June 30, June 30,

- Unconsolidated Joint Ventures 2021 2020 2021 2020

2 unchanged sentences

General and administrative 58 123 86 262

Asset impairment — 6,181 — 6,181

Depreciation and amortization 5,763 5,903 11,664 11,809

5 unchanged sentences

Total other expense ( 2,814 ) ( 3,226 ) ( 5,198 ) ( 6,906 )

Net income $ 4,266 $ 3,183

Net income (loss) $ 5,518 $ ( 5,818 ) $ 9,784 $ ( 2,635 )

The Company and Operating Partnership’s share of:

Net income $ 1,769 $ 1,527

Net income (loss) $ 2,728 $ ( 2,975 ) $ 4,497 $ ( 1,448 )

Depreciation and amortization (real estate related) $ 2,913 $ 3,017 $ 5,909 $ 6,035

1 unchanged sentence

All of the Company’s debt is held by the Operating Partnership and its consolidated subsidiaries.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 600.0 million.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 600.0 million as of June 30, 2021.

The Company also guarantees the Operating Partnership’s unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Unsecured lines of credit $ — $ —

2 unchanged sentences

The debt of the Operating Partnership consisted of the following (in thousands):

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Stated Interest Rate(s) Maturity Date Principal Book Value (1)

9 unchanged sentences

Southaven (4)

LIBOR + 1.80 % April 2021 51,400 51,386 51,400 51,371

LIBOR + 1.80 % July 2021 51,400 51,393 51,400 51,371

Unsecured term loan LIBOR (5)

+ 1.25 % April 2024 300,000 298,106 350,000 347,370

Unsecured lines of credit LIBOR (5)

Unsecured lines of credit (6)

+ 1.20 % October 2021 — — — —

3 unchanged sentences

(3) Principal and interest due monthly with remaining principal due at maturity.

(4) In April 2021 we extended the maturity date 90 days to explore other financing options however, we may extend the loan using our two-year extension option to April 2023, which could require reductions in principal or additional guarantees to comply with extension requirements.

(5) Beginning in June 2020, if LIBOR is less than 0.25 % per annum, the rate will be deemed to be 0.25 % for the portions of the lines of credit and bank term loan that are not fixed with an interest rate swap.

(6) Unsecured lines of credit have a one-year extension option to extend maturity to October 2022.

Certain of our properties, which had a net book value of approximately $ 161.7 million at March 31, 2021, serve as collateral for mortgages payable.

We maintain unsecured lines of credit that provide for borrowings of up to $ 600.0 million.

The unsecured lines of credit include a $ 20.0 million liquidity line and a $ 580.0 million syndicated line.

The syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

(4) In July 2021, we extended the maturity date 90 days to explore other financing options;

however, the loan may be extended using the original two-year extension option to April 2023.

Such extension may require a reduction in principal.

(5) As of June 30, 2021 until we amended our credit facilities in July 2021, if LIBOR was less than 0.25 % per annum, the rate was deemed to be 0.25 % for the portions of the lines of credit and bank term loan that were not fixed with an interest rate swap.

(6) In July 2021, we amended our unsecured lines of credit and extended the maturity date from October 2021 to July 2025, which may be extended by an additional year by exercising two six-month extension options.

The amendment eliminated the LIBOR floor, which was previously 0.25 %, and entitles us to a one basis point annual reduction in the interest rate if we meet certain sustainability thresholds.

Other pricing terms remained the same.

The lines provide for borrowings of up to $ 520.0 million, including a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

A 0.25 % facility fee is due annually on the entire committed amount of each facility.

In certain circumstances, total line capacity may be increased to $ 1.2 billion through an accordion feature in the syndicated line.

Certain of our properties, which had a net book value of approximately $ 159.9 million at June 30, 2021, serve as collateral for mortgages payable.

As of June 30, 2021, we maintained unsecured lines of credit that provided for borrowings of up to $ 600.0 million.

The unsecured lines of credit as of June 30, 2021 included a $ 20.0 million liquidity line and a $ 580.0 million syndicated line.

Following the amendment to our unsecured lines of credit in July 2021, our unsecured lines of credit provide for borrowings of up to $ 520.0 million, including a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

As of June 30, 2021 and following the July 2021 amendments, the syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

We provide guarantees to lenders for our joint ventures, which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance.

1 unchanged sentence

The principal guarantees include terms for release or reduction based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests.

As of March 31, 2021, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 21.9 million.

As of June 30, 2021, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 21.9 million.

The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of funds from operations on a cumulative basis.

As of March 31, 2021, we believe we were in compliance with all of our debt covenants.

As of June 30, 2021, we believe we were in compliance with all of our debt covenants.

Unsecured term loan

In March 2021, we paid down $ 25.0 million of borrowings under our $ 350.0 million unsecured term loan with cash on hand.

In March 2021 and June 2021, we paid down a total of $ 50.0 million of borrowings under our $ 350.0 million unsecured term loan with cash on hand, reducing the outstanding balance to $ 300.0 million as of June 30, 2021.

Senior Notes 3.875%

In April 2021, we completed a partial redemption of $ 150.0 million aggregate principal amount of our $ 250.0 million 3.875 % senior notes due December 2023, for $ 163.0 million in cash, which includes a make-whole premium of $ 13.0 million and the write off of approximately $ 1.0 million of debt discount and debt origination costs.

The make-whole premium and the write off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.

Subsequent to the redemption, $ 100.0 million aggregate principal amount of the Notes remains outstanding.

Debt Maturities

Maturities of the existing long-term debt as of March 31, 2021 for the next five years and thereafter are as follows (in thousands):

Maturities of the existing long-term debt as of June 30, 2021 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

10 unchanged sentences

The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets (notional amounts and fair values in thousands):

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate March 31, 2021 December 31, 2020

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate June 30, 2021 December 31, 2020

Assets (Liabilities) (1) :

13 unchanged sentences

The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Interest Rate Swaps:

11 unchanged sentences

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs

Fair value as of March 31, 2021:

Fair value as of June 30, 2021:

Short-term government securities ( cash and cash equivalents)

33 unchanged sentences

The estimated fair value within the fair value hierarchy and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands):

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ —

10 unchanged sentences

Shareholders’ Equity of the Company

Dividend Declaration

In January 2021, the Company's Board of Directors declared a $ 0.1775 cash dividend per common share payable on February 12, 2021 to each shareholder of record on January 29, 2021, and the Trustees of Tanger GP Trust declared a $ 0.1775 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In January 2020, the Company's Board of Directors declared a $ 0.355 cash dividend per common which was paid during the first quarter of 2020 to each shareholder of record on January 31, 2020, and the Trustees of Tanger GP Trust declared a $ 0.355 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Also in January 2020, the Company's Board of Directors declared a $ 0.3575 cash dividend per common share payable on May 15, 2020 to each shareholder of record on April 30, 2020, and the Trustees of Tanger GP Trust declared a $ 0.3575 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

At-the-Market Offering

4 unchanged sentences

The following table sets forth information regarding settlements under our ATM offering program:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Number of common shares settled during the period (1)

2,810,503 — 9,677,581 —

Average price per share (1)

$ 18.85 $ — $ 18.97 $ —

Aggregate gross proceeds (in thousands) $ 52,977 $ — $ 183,615 $ —

Aggregate net proceeds after commissions and fees (in thousands) (1)

$ 52,221 $ — $ 180,876 $ —

(1) In July 2021, we had an additional 331,682 shares settle at an average price per share of $ 18.85 with aggregate net proceeds after commissions and fees of $ 6.2 million.

Share Repurchase Program

In February 2019, the Company’s Board of Directors authorized the repurchase of an additional $ 44.3 million of our outstanding common shares for an aggregate authorization of $ 169.3 million until May 18, 2021.

In May 2021, the Company’s Board of Directors authorized the repurchase of up to $ 80.0 million of the Company’s outstanding shares through May 31, 2023.

This authorization replaced a previous repurchase authorization for approximately $ 80.0 million that expired in May 2021.

On July 1, 2021, a covenant in the Company’s debt agreements (the “repurchase covenant”) prohibiting share repurchases expired.

Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares.

1 unchanged sentence

The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.

The Company did not repurchase any shares for the quarters ended March 31, 2021 and 2020.

The remaining amount authorized to be repurchased under the program as of March 31, 2021 was approximately $ 80.0 million.

The Company has temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 as the June 2020 amendments to our debt agreements for our lines of credit and bank term loan prohibit share repurchases during such time.

The Company did not repurchase any shares for both the three and six months ended June 30, 2021 and 2020.

The remaining amount authorized to be repurchased under the program as of June 30, 2021 was approximately $ 80.0 million.

The Company temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the repurchase covenant.

Partners’ Equity of the Operating Partnership

2 unchanged sentences

Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding Class B common limited partnership unit held by Tanger LP Trust.

The following table sets forth the changes in outstanding partnership units for the three months ended March 31, 2021 and March 31, 2020:

The following table sets forth the changes in outstanding partnership units for the six months ended June 30, 2021 and June 30, 2020:

Limited Partnership Units

General Partnership Units Class A Class B Total

Balance March 31, 2020 1,000,000 4,911,173 92,076,701 96,987,874

Grant of restricted common share awards by the Company, net of forfeitures — — 389,308 389,308

Issuance of deferred units — — 6,258 6,258

Balance June 30, 2020 1,000,000 4,911,173 92,472,267 97,383,440

Balance December 31, 2019 1,000,000 4,911,173 91,892,260 96,803,433

Grant of restricted common share awards by the Company, net of forfeitures — — 630,346 630,346

Issuance of deferred units — — 6,258 6,258

Units withheld for employee income taxes — — ( 56,597 ) ( 56,597 )

Balance June 30, 2020 1,000,000 4,911,173 92,472,267 97,383,440

Balance March 31, 2021 1,100,000 4,794,643 99,694,577 104,489,220

Options exercised — — 15,500 15,500

Issuance of units — — 2,810,503 2,810,503

Balance June 30, 2021 1,100,000 4,794,643 102,520,580 107,315,223

Balance December 31, 2020 1,000,000 4,794,643 92,569,801 97,364,444

Options exercised — — 15,500 15,500

Grant of restricted common share awards by the Company, net of forfeitures — — 469,675 469,675

1 unchanged sentence

Units withheld for employee income taxes — — ( 111,977 ) ( 111,977 )

Balance March 31, 2021 1,100,000 4,794,643 99,694,577 104,489,220

Balance June 30, 2021 1,100,000 4,794,643 102,520,580 107,315,223

Earnings Per Share of the Company

The following table sets forth a reconciliation of the numerators and denominators in computing the Company’s earnings per share (in thousands, except per share amounts):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.

13 unchanged sentences

Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period.

For the three months ended March 31, 2021, approximately 1.1 million notional units were excluded from the computation and for the three months ended March 31, 2020, approximately 1.5 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

For both the three and six months ended June 30, 2021, approximately 140,000 notional units were excluded from the computation and for both the three and six months ended June 30, 2020, approximately 1.7 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period.

For the three months ended March 31, 2021, approximately 403,000 options were excluded from the computation, as they were anti-dilutive.

For the three months ended March 31, 2020, approximately 521,000 options were excluded from the computation, as they were anti-dilutive.

For both the three and six months ended June 30, 2021, approximately 360,000 options were excluded from the computation, as they were anti-dilutive.

For both the three and six months ended June 30, 2020, approximately 1.5 million options were excluded from the computation, as they were anti-dilutive.

The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.

4 unchanged sentences

The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Net income (loss) attributable to partners of the Operating Partnership $ 2,596 $ ( 23,890 ) $ 6,938 $ ( 52,199 )

10 unchanged sentences

We determine diluted earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.

There were no securities which had a dilutive effect on earnings per common unit for the three months ended March 31, 2021 and 2020.

Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period.

For the three months ended March 31, 2021 approximately 1.1 million notional units were excluded from the computation and for the three months ended March 31, 2020 approximately 1.5 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

For both the three and six months ended June 30, 2021 approximately 140,000 notional units were excluded from the computation and for both the three and six months ended June 30, 2020 approximately 1.7 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period.

The market price of a common unit is considered to be equivalent to the market price of a Company common share.

For the three months ended March 31, 2021, approximately 403,000 options were excluded from the computation.

For the three months ended March 31, 2020, approximately 521,000 options were excluded from the computation as they were anti-dilutive.

For both the three and six months ended June 30, 2021, approximately 360,000 options were excluded from the computation.

For both the three and six months ended June 30, 2020, approximately 1.5 million options were excluded from the computation as they were anti-dilutive.

Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents.

8 unchanged sentences

We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2021 2020 2021 2020

Restricted common shares (1)

1 unchanged sentence

Notional unit performance awards (1)

1,147 1,461 2,296 2,982

Options 77 75 200 116

Total equity-based compensation $ 2,763 $ 3,431 $ 6,608 $ 7,219

(1) The three months ended March 31, 2021 includes the accelerated recognition of compensation cost.

(1) The six months ended June 30, 2021 includes the accelerated recognition of compensation cost.

Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2021 2020 2021 2020

Equity-based compensation expense capitalized $ 2 $ 101 $ 66 $ 202

5 unchanged sentences

For certain shares that vest during the period, we withhold shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities.

The total number of shares withheld upon vesting were approximately 112,000 and 57,000 for the three months ended March 31, 2021 and 2020, respectively.

The total number of shares withheld upon vesting were approximately 112,000 and 57,000 for the six months ended June 30, 2021 and 2020, respectively.

The total number of shares withheld was based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 1.6 million and $ 736,000 for the three months ended March 31, 2021 and 2020, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 1.6 million and $ 736,000 for the six months ended June 30, 2021 and 2020, respectively.

These amounts are reflected as financing activities within the consolidated statements of cash flows.

20 unchanged sentences

(2) The peer group is based on companies included in the FTSE NAREIT Retail Index.

The fair values of the 2021 PSP awards granted during the three months ended March 31, 2021 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

The fair values of the 2021 PSP awards granted during the six months ended June 30, 2021 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

9 unchanged sentences

Accumulated Other Comprehensive Income (Loss) of the Company

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2021 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2021 (in thousands):

Tanger Factory Outlet Centers, Inc.

1 unchanged sentence

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance March 31, 2021 $ ( 18,984 ) $ ( 1,284 ) $ ( 20,268 ) $ ( 1,057 ) $ ( 77 ) $ ( 1,134 )

Other comprehensive income (loss) before reclassifications 1,299 ( 86 ) 1,213 66 ( 5 ) 61

Reclassification out of accumulated other comprehensive income (loss) into interest expense — 312 312 — 16 16

Balance June 30, 2021 $ ( 17,685 ) $ ( 1,058 ) $ ( 18,743 ) $ ( 991 ) $ ( 66 ) $ ( 1,057 )

Tanger Factory Outlet Centers, Inc.

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance December 31, 2020 $ ( 23,399 ) $ ( 3,186 ) $ ( 26,585 ) $ ( 1,281 ) $ ( 173 ) $ ( 1,454 )

1 unchanged sentence

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,463 706 4,169 167 36 203

Balance June 30, 2021 $ ( 17,685 ) $ ( 1,058 ) $ ( 18,743 ) $ ( 991 ) $ ( 66 ) $ ( 1,057 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2020 (in thousands):

Tanger Factory Outlet Centers, Inc.

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance March 31, 2020 $ ( 32,437 ) $ ( 5,791 ) $ ( 38,228 ) $ ( 1,759 ) $ ( 310 ) $ ( 2,069 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2020 (in thousands):

Other comprehensive income (loss) before reclassifications 3,188 ( 1,565 ) 1,623 169 ( 83 ) 86

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges — 1,092 1,092 — 58 58

Balance June 30, 2020 $ ( 29,249 ) $ ( 6,264 ) $ ( 35,513 ) $ ( 1,590 ) $ ( 335 ) $ ( 1,925 )

Tanger Factory Outlet Centers, Inc.

4 unchanged sentences

Reclassification out of accumulated other comprehensive income (loss) for interest expense for cash flow hedges — 1,090 1,090 — 58 58

Balance March 31, 2020

Balance June 30, 2020

$ ( 29,249 ) $ ( 6,264 ) $ ( 35,513 ) $ ( 1,590 ) $ ( 335 ) $ ( 1,925 )

We expect within the next twelve months to reclassify into earnings as an increase to interest expense approximately $ 905,000 of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of March 31, 2021.

We expect within the next twelve months to reclassify into earnings as an increase to interest expense approximately $ 1.1 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of June 30, 2021.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2021 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2021 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance March 31, 2021 $ ( 20,041 ) $ ( 1,361 ) $ ( 21,402 )

Other comprehensive income (loss) before reclassifications 1,365 ( 91 ) 1,274

Reclassification out of accumulated other comprehensive income (loss) into interest expense for cash flow hedges — 328 328

Balance June 30, 2021 $ ( 18,676 ) $ ( 1,124 ) $ ( 19,800 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance December 31, 2020 $ ( 24,680 ) $ ( 3,359 ) $ ( 28,039 )

1 unchanged sentence

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,630 742 4,372

Balance June 30, 2021 $ ( 18,676 ) $ ( 1,124 ) $ ( 19,800 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2020 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance March 31, 2020 $ ( 34,196 ) $ ( 6,101 ) $ ( 40,297 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2020 (in thousands):

Other comprehensive income (loss) before reclassifications 3,357 ( 1,648 ) 1,709

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges — 1,150 1,150

Balance June 30, 2020 $ ( 30,839 ) $ ( 6,599 ) $ ( 37,438 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

2 unchanged sentences

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges — 1,148 1,148

Balance March 31, 2020 $ ( 34,196 ) $ ( 6,101 ) $ ( 40,297 )

Balance June 30, 2020 $ ( 30,839 ) $ ( 6,599 ) $ ( 37,438 )

Lease Agreements

As of March 31, 2021, we were the lessor to over 2,100 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2021 to 2035, with certain agreements containing extension options.

As of June 30, 2021, we were the lessor to over 2,100 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2021 to 2035, with certain agreements containing extension options.

We also have certain agreements that require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

The components of rental revenues are as follows (in thousands):

Three months ended

Three months ended Six months ended

June 30, June 30,

2021 2020 2021 2020

Rental revenues - fixed $ 71,847 $ 48,515 $ 146,766 $ 135,448

6 unchanged sentences

Expenditures included in accounts payable and accrued expenses were as follows (in thousands):

March 31, 2021 March 31, 2020

June 30, 2021 June 30, 2020

Costs relating to construction included in accounts payable and accrued expenses $ 16,790 $ 22,106

Dividends payable were as follows (in thousands):

March 31, 2021 March 31, 2020

Dividends payable $ — $ 35,108

Interest paid, net of interest capitalized was as follows (in thousands):

Three months ended March 31,

Six months ended June 30,

Interest paid $ 25,559 $ 29,749

8 unchanged sentences

An entity may elect to apply the amendments on a full retrospective basis.

We have not adopted any of the optional expedients or exceptions through March 31, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

We have not adopted any of the optional expedients or exceptions through June 30, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

Subsequent Events

Dividend Declaration

In April 2021, the Company's Board of Directors declared a $ 0.1775 cash dividend per common share payable on May 14, 2021 to each shareholder of record on March 31, 2021, and the Trustees of Tanger GP Trust declared a $ 0.1775 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Senior Notes 3.875%

Subsequent to the redemption, $ 100.0 million aggregate principal amount of the Notes remains outstanding.

In July 2021, the Company's Board of Directors declared a $ 0.1775 cash dividend per common share payable on August 13, 2021 to each shareholder of record on July 30, 2021, and the Trustees of Tanger GP Trust declared a $ 0.1775 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Unsecured Lines of Credit Extension

In July 2021, we amended our unsecured lines of credit and extended the maturity date from October 2021 to July 2025, which may be extended by an additional year by exercising two six-month extension options.

The amendment eliminated the LIBOR floor, which was previously 0.25 %, and entitles us to a one basis point annual reduction in the interest rate if we meet certain sustainability thresholds.

Other pricing terms remained the same.

The lines provide for borrowings of up to $ 520.0 million, including a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

A 0.25 % facility fee is due annually on the entire committed amount of each facility.

In certain circumstances, total line capacity may be increased to $ 1.2 billion through an accordion feature in the syndicated line.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements